HomeMy WebLinkAbout25G - AGMT - AUTOZONE LEASEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MAY 5, 2015
TITLE:
LEASE AGREEMENT WITH
AUTOZONE FOR PROPERTY
AT 1101 S. BRISTOL STREET
{STRATEGIC PLAN NO. 3}
!�Q-= Z,4
CI Y MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
:5.00 97
❑ As Recommended
❑ As Amended
❑ Ordinance on 1st Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a lease agreement with AutoZone
West LLC, for a site located at 1101 S. Bristol Street, Santa Ana, CA, subject to non - substantive
changes approved by the City Manager and City Attorney, for a five year period, starting May 1,
2015 with provisions for three five -year periods, for a total of 20 years, exercisable by the City
Manager and City Attorney. This lease will generate $132,000 annually for the first lease term
and each subsequent lease option increases five percent respectively.
DISCUSSION
The City of Santa Ana acquired the property at 1101 S. Bristol Street as part of the Bristol Street
Improvement and Widening project in 1994. At that time the property had an existing tenant,
Chief Auto Parts, which was subsequently acquired by AutoZone. The City has been collecting
rent from the tenant since acquisition for their use of the real property. The original lease
agreement terms between the prior landowner (Jerome Esterkin) and Chief Auto Parts, have
been in effect since the City acquired the property.
The current lease term is set to expire in September 2015. AutoZone has expressed an interest in
remaining at the site and requested an extension of the lease. While evaluating their request,
staff reviewed the original terms of the lease to protect the City's interest moving forward. In order
to provide a staff recommended lease amendment, it would have required numerous changes to
the original lease executed in 1992. Rather than developing a complicated amendment or series
of amendments, AutoZone and staff agreed that a new lease would be in the best interest of both
parties.
The following represents the terms of the agreement:
• 5 years starting May 1, 2015:
$11,000.00 per month ($132,000 annualized)
• First 5 year extension period:
$12,100.00 per month ($145,200 annualized)
0 Second 5 year extension period:
$13,310.00 per month ($159,720 annualized)
0 Third 5 year extension period:
$14,641.00 per month ($175,692 annualized)
25G -1
Lease Agreement to Autozone for
Property 1101 S. Bristol Street
May 5, 2015
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #3 Economic Development: the City of Santa
Ana will work aggressively to encourage businesses to locate and invest in our community,
providing good jobs, reducing unemployment and bolstering our City's tax base.
FISCAL IMPACT
This lease agreement will recognize $132,000 for each year of the first term period and adjusted
accordingly for each extension period as outlined in the lease agreement into the Bristol Street
revenue account (no. 05917002), and appropriate same to expenditure account (no. 05917660).
Attachment 1- Freestanding Lease
Attachment 2- Short Form Lease
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director, Finance & Mgt. Svcs.
25G -2
AutoZone #5538
FREESTAIMUNG EMIONG LEASE
THiS FREESTANDiNG ISMMIR9C LEASE (the "Lease ") is made as of April 21, 2015, by
and between The City of Santa Ana, a MunicipM Corporation ( "Landlord "), and AutoZone
West LLC, a Nevada limited iiabil company ( "Tenant ").
ACCEPTANCE / EFFECME DATE: If this Lease is not accepted by Landlord by
Landlord's duly executing three (3) fully- executed originals of this Lease, and returned to Tenant
on or before April 25, 2015, then this written offer to Lease shall be, at the sole option of Tenant,
terminated and cancelled in all respects, and neither party shall have any liability to the other.
This Lease shall be deemed fully executed on the last date all necessary signatures and /or initials
of all parties have been obtained. The submission of this Lease for examination does not
constitute a reservation or option for the Demised Premises and this Lease becomes effective as
a binding agreement only upon Tenant's receipt of a Lease fully executed by all parties hereto.
2. EXHiMTSo The following exhibits are attached hereto and incorporated herein by
reference:
Exiroibit ° "A" - Legal Description
Exhibit "B "° - Site Flan
Exhibit "C" - Shod Form Lease
3. NI MSED PREMSES: Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, upon the terms, covenants and agreements and subject to the conditions set forth
herein, that certain premises located on the SEC of Bristol and McFadden, in the City Santa
Ana, State of California, consisting of approximately 3,744 square feet of building space and
approximately 24,650 square feet of land located in the City of Santa Ana, County of Orange,
State of California, being municipally known as 1101 S. Bristol Street, Santa Ana, California, and
more palfii,ularly described in Exi ibit "A "° and shown outlined on Exhibit " "C "° together with all
improvements now existing (including, without limitation, the building located thereon containing
approximately 3,744 square feet of ground floor space) or hereafter erected thereon and all rights,
appurtenances, rights, privileges, benefits, rights of way and easements benefiting the Demised
Premises thereunto belonging (collectively, the "Demised Premises ").
Attachment 1
5638 Freestanding Building Lease 04212015 25G-3 1
4. COMMENCEMENT OF TEG�I@GI. The term of this Lease (the "Term ") shall be for a
period of five (5) years, which shall commence on May 1, 2015 (the "Commencement Date ") and
and on April 30, 2020, unless sooner terminated or extended as provided herein.
5. LXTfENSiO 9 PERIODS: Landlord hereby grants to Tenant three (3) separate options to
extend the Term for three (3) separate consecutive additional periods (the "Extension Periods ") of
five (5) years each on the same terms and conditions as set forth in this Lease for the Term other
than Rent (as defined herein). Each option shall be automatically exercised by Tenant unless
Tenant shall give notice to Landlord at least three (3) months prior to the expiration of the Term or
any Extension Period then in effect of Tenant's desire to terminate this Lease, and upon such
automatic renewal, the Extension Period shall become part of the Term.
6. RENT: (a) Tenant shall pay to Landlord, as rent ( "Rent "), throughout the Term the
monthly sum of Eleven Thousand Dollars ($11,000.00) ($132,000.00 annualized) in advance, on
the first day of each calendar month, beginning on the Commencement Date and continuing
through the life of the initial Term. All payments of Rent and other sums due to Landlord
hereunder shall paid to the order of Landlord or to such other person or entity or at such other
place within the continental United States as shall be designated by Landlord. (Landlord shall also
accurately complete, sign and deliver to Tenant an IRS Form VV -9.
Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for
such is exercised by Tenant, shall be as follows:
First 5 year Extension Period: $12,100.00 per month ($145,200.00 annualized)
Second 5 year Extension Period: $13,310.00 per month ($159,720.00 annualized)
Third 5 year Extension Period: $14,641.00 per month ($175,692.00 annualized)
7. LA NDLORD'$ TITLE; (a) Landlord hereby covenants, represents and warrants to
Tenant that Landlord has fee simple title to the Demised Premises and has the full right and lawful
authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there
are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws,
ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or
any other matters which in fact interfere with Tenant's use of the Demised 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 hereunder, Tenant shall have quiet and peaceful possession
5538 Preestand Ing eul l ding Lease 04212016 25G -4 2
and enjoyment of the Demised Premises, the Parking Area (as defined herein), all improvements
located thereon and of all easements, rights and appurtenances thereunto belonging,
(b) Landlord and Tenant shall execute a short form lease (the "Short Form Lease "), in
such form as set forth in Exhibit "C ".
8. INTENMNALLY OOTTED
9. POSSESSM UPON CQMMENCEMENT OF TERM: Upon the Commencement Date,
the covenants of Landlord set forth in Section 7(a) shall be in full, force and effect,
9.1 Tenant agrees
to deliver to Landlord physical possession of the Demised Premises upon the termination or
expiration of this Lease in good condition excepting, 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 gross negligence of Tenant.
10. ASSIGNMENT AND SUBLETTING, Except for assignments or sublets to parents,
affiliates or subsidiaries of Tenant (all of the foregoing shall be deemed a permitted assignment
or sublease and shall not require the consent of Landlord), Tenant may not assign this Lease or
sublet the Demised Premises or any part thereof without the prior written consent of Landlord,
such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the
foregoing, Tenant may assign or sublet this Lease without: the consent of Landlord if such
assignment or subletting is to facilitate the sale by Tenant of all or a portion of Tenant's chain of
stores, or if such assignment or subletting is allowed by the preceding sentence or for the
continued use of the Demised Premises as an auto parts store. Notwithstanding any subletting or
assignment, Tenant shall remain primarily liable for the performance of all the terms and
conditions of this Lease.
11. 9NTENTMNALLY LVWTEN
12 HTENMNALLY OWT"TED
6538 Freestanding Building Lease 04812016 25G-5 3
13. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear
and tear, Tenant agrees at Tenant's expense to maintain in good repair the foundation, retaining
walls and structural soundness of the building. Tenant agrees to keep the interior and exterior of
the building in good repair, including the roof, plumbing, electrical wiring, air conditioning and
heating equipment, to maintain the surface of the parking, driveway areas, and the landscaping
on the Demised Premises, and to be responsible for all glass. Subject to any contrary provisions
hereof, Tenant may make and shall pay for any renovations, alterations and improvements to the
Demised Premises (and the building located thereon) 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 Demised Premises. All improvements,
additions, alterations, and major repairs shall be in accordance with applicable laws and at
Tenant's own expense. Tenant will indemnify and defend Landlord for all liens, claims, or
damages caused by remodeling, improvements, additions, alterations, and major repairs.
Landlord agrees, when requested by Tenant, to execute and deliver any applications, consents, or
other instruments required to permit tenant to do this work or obtain permits for the work.
However, is shall be Tenant's duty to keep the Demised Premises free and clear of all liens,
claims, and demands for work performed, materials furnished, or operations conducted on the
Dernised Premises at the request of Tenant. On surrendering possession of the Demised
Premises and the building located thereon to Landlord at the expiration or sooner termination of
this Lease or any Extension Period, Tenant shall not be required to restore the same to the
condition existing at the commencement of the Term and Landlord agrees to accept the Demised
Premises and the building located thereon with all alterations and improvements made by Tenant.
(b) Tenant may paint the interior and exterior of the building and may also paint, erect
or authori ?e the installation of signs in accordance with applicable laws (which Tenant deems
necessary to the operation of its business) on the interior and exterior of the building, and inside of
the Demised Premises identifying same as Tenant's store. If approved by applicable law, Tenant
may also erect a pylon sign at the adjacent street or streets on the Demised Premises at its
expense. Tenant may at any time or from time to time remove such signs or change them to
reflect new designs. Tenant may use its standard colors and logo in all signage. Landlord shall
not and may not install or maintain, or permit anyone other than Tenant to install or maintain, any
signs on any part of the Demised Premises or within the air space above the Demised Premises
during the Term or any Extension Period of this Lease.
5538 Freestanding Building Lease 042120/6 25G -6 �t
(c) Tenant may install in the building located on the Demised Premises such fixtures
(trade or otherwise) and equipment as Tenant deems necessary, advisable or proper, and all of
said items shall remain Tenant's property whether or not affixed or attached thereto. Tenant may
remove said fixtures and equipment from the Demised Premises at any time and from time to time
during the Term or any Extension Period. Landlord shall not mortgage, pledge or encumber said
fixtures, equipment or improvements. Tenant shall, within thirty (30) days after expiration of the
Term or any Extension Period, repair any damage to the Demised Premises caused by Tenant's
removal of any such fixtures or equipment,
14: COMPLIANCE WITH LAWS: Subject to Landlord's obligations hereunder, Tenant shall
make and pay for non - structural improvements and alterations to comply with all applicable laws,
rules, regulations and ordinances of any and all applicable governmental entities (the
"Governmental Laws ") applying to the physical condition of the Demised Premises and the
building located thereon and arising from Tenant's conduct of business. TENANT
ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A
CERTIFIED ACCESS SPECIALIST (GASP). NO REPRESENTATION IS MADE BY
LANDLORD AS TO THE PREMISES COMPLIANCE WITH AMERICAN WITH DISABILITY
ACT (ADA) RULES OR GUIDELINES OR ACCESSIBILITY PROVISIONS OF THE
CALIFORNIA BUILDING CODE.
15, UTILITIES: Tenant agrees to pay for all utilities furnished to the Demised Premises and
which are consumed by Tenant, during the Term and any Extension Period.
16. ESTOPPEL CERTIRCA`pES Landlord and Tenant shall, from time to time upon thirty
(30) days' request by the other (but not to exceed more than three (3) times in any given calendar
year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is
unmodified and in full, 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 and
Additional 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 or any assignee or sublessee of
Tenant.
5538 Freestanding Building Lease 04212095 25G -7 5
17, L9ABill INSURANCE: (a) Throughout the Term or any Extension Period, Tenant
shall maintain 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. Such insurance shall be with
rrlinimum single limits of Two Million Dollars ($2,000,000.00) for personal injury, death or property
damage, and Landlord shall be named as additional insured under the policy. Said insurance may
be in the form of a general coverage or floater policy covering these and other premises, provided
that Landlord is named an additional insured in said policy. After the Commencement Date, and
thereafter upon written request of Landlord, Tenant shall deliver to Landlord a certificate of such
insurance naming Landlord as an additional insured.
18. DAMAGE BY CASUALTY: (a) If the building or other improvements on the Demised
Premises is damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent
support or other casualty, Tenant shall (i) within ninety (90) days begin repairs and (ii) restore the
damaged or destroyed improvements to its condition just prior to the damage, within one hundred
eighty (180) days, or Tenant may cancel and terminate this Lease. If this Lease is cancelled and
terminated as provided in this Section 18(a), Tenant shall reimburse Landlord for all abated rental
payments under Subsection (b) below and Tenant agrees to turn over to Landlord all applicable
insurance proceeds received as compensation for damages to the Demised Premises to the
extent of the actual cost of restoration.
(b) If Tenant is not actually open for business during all or any part of the period
( "Restoration Period ") from the date of such damage or destruction as aforesaid until the date the
Demised Premises is restored in accordance with the terms of this Lease, all Rent or other sums
payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is
open for business during the Restoration Period, the Rent and other sums payable hereunder
shall abate in proportion to the usable space; provided, however; that if Tenant does not proceed
diligently with restoration of the Demised Premises, all Rent and other sums payable hereunder
shall not abate.
(c) Tenant agrees to keep in effect on the Demised Premises and to provide Tenant
proof of fire insurance with extended coverage endorsement on the improvements to the Demised
Premises of the full replacement value of the buildings and improvements thereon.
508 Freestanding Building Lease 042120.15 25G-8 6
(d) If any such damage or destruction shall occur within the last two (2) years of the
Term, or any Extension Period, affecting more than fifty percent (50 %) of the replacement value
of the improvements located on the Demised Premises, Tenant may terminate this Lease without
owing any liability to the Landlord by notice to the Landlord within sixty (60) days after the date of
such damage or destruction, in which case Tenant agrees to turn over to Landlord all applicable
Insurance proceeds received as compensation for damages to the Demised Premises to the
extent of actual cost of restoration. If this Lease is terminated as provided in this Section, both
parties shall be relieved of any further liabilities hereunder except for obligations accrued at the
date of such damage or destruction, and any sums prepaid by Tenant shall be apportioned and
appropriately refunded to Tenant.
% WAlVER OF SUBROGATION AND HOLD HARMLESS: Landlord and Tenant shall
obtain from their respective insurers endorsements whereby the insurers agree to waive any right
of subrogation against Landlord or Tenant, as the case may be, in connection with fire or other
risks or casualties covered by said insurance. Landlord agrees that it shall make no claim nor
authorize any claim to be made against Tenant, its employees, servants or agents in connection
with or as a result of fire, explosion or any other casualty damaging the improvements on the
Demised Premises Tenant agrees that it shall make no claim nor authorize any claim to be made
against Landlord, its employees, servants or agents in connection with or as a result of fire,
explosion, or other casualty damaging the contents or fixtures installed in the building on the
Demised Premises.
20. EMINENT DOMAIN: (a) If (i) all or part of the Demised Premises, the building located
thereon, or (ii) so much of any rights in the Demised Premises or the building located thereon
shall be taken or appropriated under any right of eminent domain or under any other legal right
whereby the taking authority is obligated to compensate Landlord therefor so that there does
not remain (a) Parking Area as shown on Exhibit "B" or other common areas or easements
granted to Tenant hereunder, (b) premises suitable in the sole opinion of Tenant for the
operation of its business, (c) direct access at grade level to all abutting streets, or (d) such
taking involves a taking of the building on the Demised Premises, then Tenant may terminate
and cancel this Lease 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 notice of intended or actual
taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of
6638 Freestanding Building Lease 04212016 25G-9 7
such taking or appropriation, including, without limitation copies of all condemnation plans or
surveys submitted by the condemning authority, a statement of the nature of the 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.
(b) If this Lease shall be terminated and canceled as a result of any taking or
appropriation, Tenant shall be released from any further liability and Rent and other sums for
the last month of Tenant's occupancy shell be prorated and Landlord shall immediately refund
to Tenant any sums paid in advance.
(c) Tenant 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 Demised Premises and damages Tenant may sustain to the
interest in the business operated by Tenant on the Demised Premises, including, but not limited
to, goodwill, patronage, and the removal, relocation, and replacement 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 affected in any manner by this Lease.
(d) If this Lease is not terminated and canceled because of any such taking or
appropriation, Tenant shall within ninety (90) days begin to resiore the improvements to the
Demised Premises to a condition as nearly comparable as practicable to the condition existing
just before such taking or appropriation. Restoration shall be completed within one hundred
eighty (180) days. If Tenant is not actually open for business during all or any pail of the period
from the date of such taking or appropriation until the date the Demised Premises is restored in
accordance with the terms of this Lease ( "Rebuilding Period "), all Rent or other sums payable
hereunder shall abate for such period as Tenant is not open for business. If Tenant is actually
open for business during the Rebuilding Period, Rent and Additional Rent shall abate
proportionately for the usable area. After such restoration, Rent and Additional Rent shall be
reduced in the ratio that the total floor area of the building on the Demised Premises taken or
appropriated bears to the total -floor area of the building on the Dernised Premises before such
taking or appropriation.
21. INTENTIONALLY OMITTED
5538 Freestanding Building Loose 04212015 25G-10 8
22. INTENTIONALLY OMITTED
23. UENS Tenant shall promptly remove and discharge, at its cost and expense, all
mechanic's liens, or other liens, for labor performed or materials furnished with respect to the
Demised Premises by or for Tenant.
24. PARKING AREA: (a) All those portions of the Demised Premises shown on Exhibit
°°E°° which are not presently occupied by buildings and any enlargement thereof shall be
reserved for the exclusive use by Tenant and Tenant's agents, employees, customers and
invitees for parking and access to the public streets and highways as shown on Exhibit °°E°° (the
"Parking Area"), Tenant agrees at its own expense to maintain throughout the Term the
Parking Area located on the Demised Premises.
(b) Throughout the Term and any Extension Period, the Parking Area shall be as
shown on Exhibit °°R°° If at any time during the Term, such Parking Area shall be reduced
below the total area above set forth by reason of a taking or appropriation under any power of
eminent domain or by damage or destruction, and if Tenant does not terminate this Lease as
permitted in Section 20, then (dent and Additional Rent shall abate in the same proportion as the
reduction of the Parking Area so taken bears to the total Parking Area set forth above.
25. INTENTIONALLY OM17TEKD
26. TRANSFER OF TITLE: If there shall be any change in or transfer of title in or to the
Demised Premises or any part thereof, Tenant shall continue to make all payments to landlord,
without owing any liability to any other party whatsoever, unless notified in writing by Landlord of
such change in title which shall accompany satisfactory proof and given at least ten (10) days
before the next such payment is due. Thereafter, Tenant shall submit such payment to the party
properly entitled to receive it, without owing any liability to any other party. Landlord agrees to
deliver to Tenant an agreement signed by any panty or parties who may purchase or succeed to
all or any part of Landlord's interest in the Demised Premises, which agreernent shall formally
recognize the obligations of such party or parties as purchasers front and successors to
Landlord and the assumption by such party or parties of all of Landlord's obligations,
responsibilities and duties hereunder.
5539 Freestanding Building Lease 04212015 25G-1 1 9
27. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, or
in maintaining any insurance required to be carried by Tenant under the Lease, Landlord shall
forward written notice, pursuant to Section 30, of such default to Tenant, and the failure of Tenant
to cure such default within twenty (20) days after the date of receipt of such notice shall, at the
option of Landlord, cause the termiration 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 30, of such default,
and if Tenant shall fail to cure such default within sixty (60) days after receipt of such notice, or if
the default is of such a character as to require more than sixty (60) days to cure, then, if Tenant
shall fail to use reasonable diligence in curing such default, Landlord may cure such default for the
account of and at the cost and expense of Tenant, and the reasonable sums so expended by
Landlord shall be deemed to be Additional Rent and on demand shall be paid by Tenant on the
day when Rent shall next become due and payable. In no event, however, shall any default under
the terms of this Section 27(b) be the basis of a forfeiture of this Lease or otherwise result in the
eviction of Tenant or the termination of this Lease unless Tenant fails to satisfy a judgment
rendered by a court of competent jurisdiction.
28. VRESPONSIMLITYOF LANDLORD: If Landlord fails to pay any installment of taxes or
assessments or any interest, principal, costs or other charges upon any mortgage or mortgages
or other liens and encumbrances affecting the Demised Premises or the improvements thereon
when any of the same become due, or if Landlord Pails to do or complete any work required of it
under any of the provisions of this Lease, or if Landlord fails to perform any covenant or
agreement affecting the Demised Premises or contained in this Lease on the part of Landlord to
be performed or, Tenant, after the continuance of any such failure or default for thirty (30) days
after written notice thereof is given by Tenant to Landlord, may elect to pay said taxes,
assessments, interest, principal, costs and other charges or cure such defaults on behalf of and at
the expense of Landlord and do all necessary work and make all necessary payments in
connection therewith. This shall include, without limitation, the payment of any counsel fees, costs
and charges of or in connection with any legal or equitable action which may be brought, and
Tenant may further take such other proceedings at law or in equity as Tenant deems necessary,
notwithstanding any other remedy provided herein. Tenant may proceed in equity to enjoin any
breach by Landlord or by any other party of any provision of this Lease. In addition, nothing shall
require Tenant to wait the above timeframes in order to cure a default of Landlord in an
6538 Freestanding Building Lease 04292015 25G -1 IO
emergency situation. If any alleged default is of such a nature that it cannot be completely
remedied or cured within the thirty (30) day period provided above, then notwithstanding the
provisions of this Section to the contrary, Tenant shall not have a right to enforce any of the
remedies herein set forth if Landlord shall commence curing such default within such thirty (30)
day period and shall proceed with reasonable diligence in good faith to complete the curing
thereof.
29. HAZARDOUS_ SUBSTANCES: (a) As used herein, the term "Hazardous Substances"
shall mean, without limitation, any substance that is biologically or chemically active or any
hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead -based paint,
asbestos or petroleum derivative substances), or material defined as such in (or for purposes of)
(1) any state, federal or local environmental laws, interpretive letters, regulations, decrees or
ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the so- called state or local
"Super Fund ", "Super Lien" or "Cleanup 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, except for
items commonly sold or utilized in Tenant's other auto parts and supply stores (including but not
limited to Tenant's customer oil recycling program), no other Hazardous Substances will be stared
on the Demised Premises and no Hazardous Substances will be discharged on the Demised
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 rernediation, arising from Tenant's breach of any of the representations and warranties
contained in this Section 29, This indernnification precedes, is concurrent with, and survives this
Lease.
(c) Landlord shall indemnify, defend and hold Tenant harmless from and against any
and all costs, expenses, and damages, including, but not limited to, attorneys' fees and costs of
remediation arising out of any claim for loss or damage to property, injuries to or death of persons,
any contamination of or adverse effects on the environment or any violation of any environmental
5538 Freestanding Building Lease 04212098 25G-13 11
or other law caused by or resulting from any hazardous waste, Hazardous Substance or any
leakage or contamination from underground tanks on or under the Demised Premises and not
resulting from Tenant's operations in the Demised Premises. This indemnification precedes, is
concurrent with, and survives this Lease. Notwithstanding anything contained herein to the
contrary, landlord hereby agrees that under no circumstances whatsoever, by statute or
otherwise, shall Tenant be held liable as an owner of any Hazardous Substance as it pertains to
this Section 29(c).
(d) Furthermore, Landlord represents and warrants to Tenant that Landlord has no
actual or constructive Knowledge of: (1) the presence of any Hazardous Substances on, under or
within the Demised Premises; (2) any spills, releases, discharges or disposals of Hazardous
Substances that have occurred or are presently occurring on or onto the Demised Premises; (3)
any spills or disposal of Hazardous Substances that have occurred or are occurring adjacent to
the Demised Premises as a result of any construction on or operation and use of the Demised
Premises or adjacent property; (4) any failure to comply with all applicable local, state and federal
environmental laws, regulations, ordinances, and administrative and judicial orders relating to the
generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous
Substances on the Demised Premises or adjacent property; or (6) the presence of any
underground storage tanks, monitoring wells, water wells or septic tanks now or in the past on the
Demised Premises.
30. NOTICE: All notices or demands required or permitted to be given or served pursuant
to this Lease shall be deemed to have been given or served only if in writing, postage and /or
delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt Requested
or via an overnight (or 2 -day) delivery service maintaining a record of delivery (e.g. FedEx or
UPS), which notices and demands shall be deemed served when delivered (or when delivery is
first attempted and refused), and which notices and demands shall be forwarded to the
following addresses:
T
Via overnight (or 2 -stay) dellivery servilce:
AutoZone West LLC #5538 -01.01
c/o AutoZone Property MaanagemL nt
Dept. 8700
123 South Front St.
Memphis, TN 38103 -3618
Vila U.S.P.S. Certilfied Mail:
AutoZone West LLG - #5538 -01 -01
c/o AutoZone Property Management
Dept. 8700
P.O. Box 2198
Memphis, TN 38101 -2198
6538 Freestanding 13WIding Lease 04212096 25G-14 12
Via overnight (or 2 -day) dMilvary sendce: Vila tf.S.P.S Certifoed bMMI:
CRy of Santa Ana
City of Santa Ana
Attn: City Manager
Attn: City Manager
20 Civic Center Plaza
20 Civic Center Plaza
Santa Ana, CA 92701
Santa Ana, CA 92701
Such addresses may be changed from time to time by either party by serving notice as above
provided.
31. REAL ESTATE TAXES: All real estate and personal property taxes assessed solely
against the Demised Premises which accrue during the Term or any Extension Period shall be
paid by Tenant prior to delinquency. Any assessments which are payable in installments may be
paid in installments or in a lump sum at Tenant's option. Notwithstanding the foregoing, if any
assessments are made in order to furnish any improvement, maintenance, repair or replacement
that is Landlord's obligation under this Lease, then Landlord, and not Tenant, shall pay the same.
Tenant shall have no obligation with respect to taxes occurring or accruing prior to the
Commencement Date or after the expiration or termination of this Lease.
If the Demised Premises are assessed as part of a larger parcel, Landlord shall pay all
taxes on the larger tax parcel prior to delinquency, and Tenant shall reimburse Landlord for
Tenant's equitable share of such taxes within thirty (30) days of receipt of billing therefor together
with copies of the paid tax receipts and a copy of the tax map showing the tax parcel in which the
Demised Premises is included. Tenant's said equitable share shall include all taxes due based
upon the assessed value of the improvements to the Demised Premises, and an equitable
percentage of the taxes due based on the value of the land included in the larger parcel, which
Tenant's said equitable percentage of land value being determined by dividing the area of the
Demised Premises by the area of the larger parcel, Landlord and Tenant shall cooperate in
reasonable attempts to have the Demised Premises assessed as a separate tax parcel, at
Landlord's sole cost and expense.
Nothing contained herein shall require Tenant to pay any corporation, franchise, gross
receipt, income, estate, gift and inheritance taxes or charges imposed on Rent or other similar
taxes, charges or impositions which may be levied or assessed against Landlord, any fee owner
or their respective successors in title.
5538 Freestanding Building Lease 04212015 25G -1 5 13
Tenant shall have the right, at its sole cost, to initiate and prosecute any proceedings
permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity
or amount of real estate taxes assessed or levied upon the Demised Premises and the building
and improvements located thereon. If required by law, Tenant may take such action in the name
of Landlord who shall fully cooperate with Tenant to the extent reasonably required by Tenant.
Landlord shall not seek or join in any request for a special assessment or an
assessment, benefit or improvement district resulting in a special assessment or an
assessment or benefit district affecting Tenant or the Demised Premises without either (a) the
prior written consent of Tenant or (b) Landlord's written agreement (in form satisfactory to
Tenant) that Landlord, and not Tenant, shall be responsible for payment of such special
assessments or other assessments applicable to Tenant or the Demised Premises, Without in
any way diminishing the prohibition above, if Landlord, unless otherwise required by law,
directly or indirectly causes Tenant and/or the Demised Premises to become, or consents to the
Demised Premises becoming, a part of any assessment or benefit district, Landlord shall,
unless Tenant consents to such district in 'Tenant's discretion, reimburse Tenant for any and all
taxes and special assessments levied or assessed against Tenant and /or the Demised
Premises by reason thereof within thirty (30) days after Tenant's demand therefor
32. LASE: For the purposes of this Lease, Tenant's proposed initial intended use of the
Demised Premises is defined as: (1) the operation therein of a retail store selling automotive
parts, supplies and accessories (including but not limited to, Tenant's commercial business
which contemplates delivery trucks off - loading /picking up merchandise to /from the Demised
Premises and the subsequent delivery to off-site locations to either customers or other retail
stores operated by Tenant); and (ii) Landlord further grants Tenant the right to merchandise any
products normally sold in Tenant's other auto parts, supply and accessories stores without
restriction. Nothing contained herein shall prohibit'I errant from using the Demised Premises for
any lawful purpose except for the installation or use of underground storage tanks. Further,
nothing contained herein shall be intended to create any obligation on the Tenant to operate
any business at the Demisod Premises. If permitted by applicable law, Tenant shall additionally
have the right to (i) sell snacks and /or cold drinks; and (ii) conduct seasonal sales on the
sidewalks adjoining Tenant's building on the Demised Premises,
6538 Freestanding Building Lease 04212095 25G-16 14
Are
(a) Upon request of Tenant, Landlord shall promptly furnish to Tenant Landlord's tax
identification number(s) so that Tenant may report the payments made by Tenant to Landlord
,under this Lease as required by applicable governmental authorities.
(b) This Lease (and the documents referred to herein) constitutes the entire
agreement between the parties pertaining to the subject matter contained herein and
supersedes any and all prior and contemporaneous agreements, representations and
understandings, oral or otherwise, between or among the parties with respect to the matters
contained herein.
(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 any covenant,
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 one 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 connection with any
provisions hereof, the successful or prevailing party or parties shall be entitled to recover
attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without
limitation, all such fees, costs and expenses incident to appeals), Incurred in that action or
proceeding, in addition to any other relief to which such party or parties may be entitled.
(f) The parties hereby agree that each party and its attorneys have reviewed and
revised this Lease and that the normal rule of construotion, to the effect that any ambiguities are
resolved against the drafting party, shall not be employed in the interpretation of this Lease and
no other rule of strict construction shall be used against any party. All exhibits and schedules
attached or to be attached hereto, and all other agreements and instruments referred to herein,
are hereby incorporated herein by reference, as fully as if copied herein verbatim.
5538 Freestanding Building Lease 04212015 25G-17 15
(g) 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.
(h) The parties further agree that upon request, they shall do such further acts and
deeds, and shall execute, acknowledge, deliver and record such other documents and
instruments, as may be reasonably necessary from time to time to evidence, confirm or carry
out the intent and purposes of this Lease,
(i) Unless the context in which used clearly requires another construction, throughout
this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the
neuter gender shall include the masculine or both, and the singular of terms shall include the
plural and vice versa. The section headings are for convenience only and shall not affect the
construction hereof
0) 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 unenforceable provision had never been contained herein. The parties intend that
if any provision hereof is capable of two constructions, one of which would render the provision
void and the other of which would render the provision valid, then the provision shall have the
meaning which renders it valid.
(k) Time is of the essence in the performance of each party's respective obligations.
(1) 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
same instrument, and it shall not be necessary that any single counterpart bear the signatures
of all parties.
(m) Unless expressly stated to be exclusive, no remedy conferred herein shall be
deemed to be exclusive of any other remedy conferred herein or any other remedy now or
hereafter available at law or equity. All remedies conferred herein, and all remedies now or
6638 Freestanding Building I-Oaae 04212015 25G-18 16
hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and
may be enforced concurrently or successively.
(n) All provisions of this Lease shall be construed as covenants and agreements
where used in each separate provision hereof and shall bind and enure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and assigns.
(o) All periods of time shall include Saturdays, Sundays and legal holidays; provided
that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal
holiday, then such act or notice shall be timely performed if given on the next succeeding
business day.
(p) Any holding over by Tenant of the Demised Premises after the expiration or
termination of this Lease shall operate and be construed as a tenancy from month to month on
all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the
other.
(q) 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
of joint 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.
(r) The words "hereof ", "herein" "hereunder ", and other words of similar import refer
to this Lease as a whole and not to any specific article, section or subsection hereof. All exhibits
and schedules attached or to be attached hereto, and all other agreements and instruments
referred to herein, are hereby incorporated by reference into this Lease, as fully as if copied
herein verbatim. The word "party" or "parties" means only those persons or entities who are
signatories to this Lease. The terms "include," "includes," "including," or words of like import,
shall be construed as being without limitation to the matters or items thereafter speci'f'ied,
notwithstanding any rule of construction to the contrary, unless an intention to be so limited is
clearly expressed.
5530 freestanding Building Lease 04292015 25G-19 17
(s) THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, ARISING FROM OR RELATING TO THE SUBJECT MATTER HEREOF. THE
PARTIES HERETO WAIVE ANY RIGHT TO ANY PUNITIVE DAMAGES, AND EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SUCH DAMAGES.
34. 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 terms,
(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 terms and conditions hereof.
(d) INTENTIONALLY OMITTED
(e) Neither the execution nor the provisions of this Lease violates or breaches or shall
violate or breach any term or provision of any agreement, written or oral, between Landlord and
any third party, and that if legal proceedings are instituted by any party to prohibit the use,
operation or enjoyment of the Demised Premises, or any part thereof, as provided in this Lease,
Landlord shall assume the defense of any such legal proceedings and shall indemnify Tenant
from and against any and all claims arising from or out of any such legal proceedings and /or the
total or partial loss of the use, operation or enjoyment of the Demised Premises, or any part
thereof, as provided in this Lease.
35. EXISTING LEASE. Tenant presently leases the Demised Premises from Landlord
under a Lease Agreement executed on behalf of Chief Auto Parts Inc., a Delaware corporation
( "original tenant ") on September 7, 1990 and by Jerome B. Esterkin (original landlord ") on
6638 Freestanding Building Lease 04212016 25G-20 18
September 13, 1990, as amended. Landlord is the successor to the original landlord and
Tenant, as the resulting entity after conversion from AutoZone West: Inc., a Delaware
corporation (formerly known as Chief Auto Palls inc., a Delaware corporation) remains as the
original tenant. Both Landlord and Tenant agree that the aforementioned Lease Agreement (as
amended) will terminate as of the Commencement Date set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first
above written.
LANDLORD: TENANT:
The City of Santa Ana AatoZone West LLC,
a Nevada limited liability company
By By: AatoZons Parts, Inc., a Nevada
Printed Name: David Cavazos corporation, its so a rnernber
Title: City Manager
By:
Printed e: J s C, Griffith
ATTEST: Title: Vice President
By:_f
Printed Name: Maria Muizar By: i
Title: Clerk of the Council Printed No .-Lti _
Title: sw-jopeiratbm
6538 Freestanding Building Lease 04212015 25G-21 19
STATE OF TENNESSEE >
) ss.
COUNTY OF SHELBY )
On April 21, 2015 before me, Laura Sharpe (Notary Public) personally appeared James C.
Griffith and Thomas B. Newbern who proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized capacities, and that
by their signatures on the instrument the persons, or the entity upon behalf of which the
persons acted, executed the instrument.
WITNESS my hand and official seal
a
Gtr ��
(SEAL) r }�
NOTARY
Laura Sharpe.,u6�tc.
(Printed Name)
NOTARY PUBLIC IN AND
FOR SAID COUNTY AND STATE
My Commission Expires: April 27 2016 W
5638 Freestanding Building Lease 04212015 25G -22 20
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document, to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document,
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On 2015 before me, (Notary Public)
personally appeared David Cavazos who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(SEAL)
(Printed Name)
NOTARY PUBLIC IN AND
FOR SAID COUNTY AND STATE
Icy Commission Expires:
6538 Freestanding Building Lease 04212016 25G-23 21
LEGAL DESCRI] T110N
The Demised Promises:
APN: 013- 011 -41
Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no, 603 in the City of Santa Ana, County of
Orange, State of California, as per map recorder! in Book 19 Page 6 of Miscellaneous Maps,
in the Office of the County Recorder of Orange County, California.
Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26.
25G -24
POL's SI(jo
m
X.L11-19 Z KL
25G-25
h1 FACE T'
SHORT FORM LEASE
THIS SHORT FORM LEASE (the "Short Form Lease ") is made as of the _ day of
April, 2015, by and between The City of Santa Ana, a MuMclpal Corporaitlon ( "Landlord "), and
AutoZone West LLC, a Nevada llm ited liability company ( "Tenant ").
FOR AND IN CONSIDERAT110N of One Dollar ($1.00) and for other good and valuable
consideration paid and to be paid by Tenant to Landlord, Landlord does hereby demise and
lease unto Tenant, and Tenant does hereby lease and take from Landlord upon the terms and
conditions and subject to the limitations more particularly set forth in that certain Freestanding
Building Lease (the "Lease ") made as of _ by and between Landlord and
Tenant to which Lease reference is hereby made for all the terms and conditions thereof, which
terms and conditions are made a part hereof as fully and particularly as if set out verbatim
herein, the premises (the "Demised Premises") situated In the City of Santa Ana, County of
Orange, State of California, consisting of a 24,560 square foot premises, together, rights of
access as provided herein, and more particularly described in Exhibit "A" and shown on
Exhibit "B ". The Demised Premises is more fully described as follows:
APP: 613 - 011 -41
Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no 603 in the Cuty of Santa Ana,
County of Orange, State of Californi a, as per map recorded In Book 16 Page 6 of
Miscellaneous daps, in the Office of the County Recorder of Orange County,
California.
Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26.
1. TO HAVE ARID TO HOLD the Demised Premises unto Tenant for a term of five
(5) years commencing on May 1, 2015, and ending on April 30, 2020, unless sooner terminated,
extended or modified as provided therein.
2. In the Lease, Landlord has granted to Tenant three (3) separate options to
extend the Term for three (3) separate consecutive additional periods of five (5) years each.
3. The Lease contains, among other things, the following provisions:
(a) Landlord grants Tenant the right to merchandise any products normally
sold in Tenant's other auto parts, supply and accessories stores without restriction.
(b) Tenant may use the Demised Premises for any lawful purpose except for
the installation or use of underground storage tanks.
25G -26
ON TESTIMONY WHEREOF, the above named Landlord and the above named Tenant
have caused this instrument to be executed as of the day and year set forth above.
The City of Santa Ana
By: EXH iBIT ONLY -NOT FOR EXECUTION
Printed Name: David Cavazos
Title: Citv Manager
ATTEST:
By:EXH lBIT ONLY -NOT FOR EXECUTION
Printed Name: Maria Huizar
Title: Clerk of the Council
APPROVED TO FORM:
By: EXHIBIT ONLY -NOT FOR EXECUTION
Printed Name:
Title:
25G -27
TENANT:
AutoZone West LLC,
a Nevada HmItedl liability company
By: AutoZons Parts, Inc., a Nevada
corporation, its sole member
By: EXH iSIT ONLY -NOT FOR EXECUTVON
Printed Name: James C. Griffith
Title: Vice President
By: EXHIBIT ONLY -NOT FOP EXECUTION
Printed Name:
Title:
25G -28