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Contract - Costa Mesa, City of - 1994-04-14Pr- / • LEASE AGREEMENT 1. PARTIES. THIS AGREEMENT is made and entered into this Pith day of , 1994 , by and between the CITY OF COSTA MESA, a mun cipal corporation ("CITY") and the COSTA MESA SANITARY DISTRICT, formed and existing under the Sanitary District Act of 1923 , ("DISTRICT") . 2 . PREMISES. CITY hereby leases to DISTRICT and DISTRICT hereby leases from CITY, on the terms and conditions hereinafter set forth, that certain real property and the portion of the building located thereon situated in the City of Costa Mesa, County of Orange, State of California, commonly known as Costa Mesa City Hall, Fourth Floor, 77 Fair Drive, Costa Mesa, California, and described in Exhibit "A" attached hereto and made a part of this Agreement by this reference ("PREMISES") . 3 . TERM. The term of this Lease shall be for one year commencing December 9 , 1993 , and ending December 8 , 1994 , unless terminated at an earlier time as hereinafter provided; provided further, that in no event shall the term go beyond that of the agreement between the parties for the operation of the DISTRICT by the CITY. 4 . RENT. DISTRICT shall pay to CITY as rent for the PREMISES two hundred sixty-four dollars ($264 . 00) per month, in lawful money of the United States. Rent shall be included in the annual agreed sum for the operation of the DISTRICT and payable as provided in the agreement for the operation of the DISTRICT by the CITY. 5. USE. DISTRICT shall use the PREMISES only for business relating to the Costa Mesa Sanitary District and for no other purpose without CITY' S prior written consent. DISTRICT shall comply with all laws concerning the PREMISES or DISTRICT' S use of the PREMISES including, without limitation, the obligation at DISTRICT' S cost to alter, maintain or restore the PREMISES in compliance and conformity with all laws relating to the condition, use, or occupancy of the PREMISES by DISTRICT during the term of this Lease. DISTRICT shall not use or permit the use of the PREMISES in any manner that will tend to create waste or a nuisance or, if there shall be more than one • tenant of the building containing the PREMISES, which shall unreasonably disturb any other tenant. DISTRICT hereby accepts the PREMISES in their condition existing as of the date that DISTRICT possesses the PREMISES subject to all applicable zoning, municipal, county and state laws, ordinances, regulations governing or regulating the use of the PREMISES and accepts this Lease subject thereto and to all matters disclosed thereby. DISTRICT hereby acknowledges that CITY has not made any representation or warranty to DISTRICT as to the suitability of the PREMISES for the conduct of DISTRICT'S business. 6. UTILITIES. (a) CITY shall provide utilities, including heat, electricity, water, air conditioning and restrooms located within the building complex and the charge therefore shall be included in the annual agreed sum for the operation of the DISTRICT and payable as provided in the agreement for the operation of the DISTRICT with the CITY. (b) CITY shall make all arrangement for all telephone services supplied to the PREMISES provided, however, that DISTRICT at its option, may provide for separate telephone services. All telephone service to DISTRICT shall be paid for by the DISTRICT and such charges may be included in the annual agreed Budget for the operation of the DISTRICT and payable to the CITY. 7 . MAINTENANCE AND REPAIRS. (a) CITY'S Obligations. Except for damages caused by any negligent or intentional act or omission of DISTRICT, DISTRICT'S agents, employees or invitees, CITY shall keep in good condition and repair the foundations and exterior walls of the PREMISES. CITY shall maintain the landscaping and other improvements of which the PREMISES are a part. CITY shall also provide custodial services for restroom facilities and for the PREMISES herein leased. (b) DISTRICT' S Obligations. Subject to the provisions of subparagraph (a) , above, DISTRICT, at DISTRICT'S sole cost and expense, shall keep in good order, condition and repair the PREMISES and every part thereof. If DISTRICT fails to perform DISTRICT'S obligations as stated herein, CITY may, at its option, enter the PREMISES ten (10) days after delivering written notice to DISTRICT, put the same in good order, condition and repair, and the costs thereof together with interest thereon at the rate of ten percent (10%) per annum shall become due and payable as additional rent to CITY together with DISTRICT'S next rental installment. 2 • 8 . ALTERATIONS AND ADDITIONS. DISTRICT shall not, without CITY'S prior written consent, make any alterations, improvements or additions in or about the PREMISES. DISTRICT, at CITY'S option, may be required by CITY to remove any such alterations, improvements, or additions at the expiration of the term of this Lease and to restore the PREMISES to their prior condition by giving DISTRICT thirty (30) days written notice prior to the expiration of the term. Prior to commencement of any work relating to the alterations, additions, or improvements affecting the PREMISES, DISTRICT shall notify CITY in writing at least thirty (30) days prior to the commencement of such work. Work shall not commence until written approval has been obtained from CITY. Such approval and any special conditions pertaining to the work required of DISTRICT by CITY shall be signed by the parties and made a part of this Lease. Permits and licenses necessary for the work shall also be obtained prior to commencement of the work. The parties hereto acknowledge that certain improvements have already been made at the expense of DISTRICT and the execution of this Agreement constitutes the approvals as required herein. DISTRICT shall pay, when due, all claims for labor and materials furnished to or for DISTRICT at or for use in the PREMISES. DISTRICT shall not permit any stop payment notices to be levied against the PREMISES for any labor or material furnished to DISTRICT or claimed to have been furnished to DISTRICT or DISTRICT'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 DISTRICT. Unless CITY requires their removal as set forth above, all alterations, improvements or additions which are made on the PREMISES by DISTRICT shall become the property of CITY and remain upon and be surrendered with the PREMISES at the expiration of the term of this Lease. Notwithstanding the provisions of this paragraph, DISTRICT'S trade fixtures, furniture, equipment and other machinery, other than that which is affixed to the PREMISES so that it cannot be removed without material or structural damage to the PREMISES, shall remain the property of DISTRICT and removed by DISTRICT at the expiration of the term of this Lease. 9 . INSURANCE. DISTRICT shall obtain and maintain during the life of this Lease comprehensive general liability, including premises operations, broad form property damage, and personal injury insurance coverages. Endorsements shall be obtained for the policies providing the above insurance for the following three provisions: 3 (i) Additional Insureds: "The City of Costs Mesa and its elected and appointed boards, officers, agents, volunteers and employees are additional insureds with respect to this subject project and contract with CITY. " (ii) Notice: "Said policy shall not terminate, nor shall it be canceled, nor the coverage reduced, until thirty (30) days after written notice is given to CITY. " (iii) Other Insurance: "Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy. " The policy limits on all the above shall be not less than $500, 000, combined single limits, per occurrence and aggregate. 10 . INDEMNITY. (a) DISTRICT shall protect, defend, indemnify and hold harmless CITY and its elected and appointed boards, officers, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorney fees, for injury to or death of any person, and for injury to any property, including consequential damages of any nature resulting therefrom, arising out of or in any way connected with any intentional misfeasance or nonfeasance, or negligence in the performance of this Lease by act or omission, by or on behalf of DISTRICT. (b) CITY shall protect, defend, indemnify and hold harmless DISTRICT and its elected and appointed boards, officers, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorney fees, for injury to or death of any person, and for injury to any property, including consequential damages of any nature resulting therefrom, arising out of or in any way connected with any intentional misfeasance or nonfeasance, or negligence in the performance of this Lease by act or omission, by or on behalf of CITY. 11. ASSIGNMENT. DISTRICT shall not voluntarily or by operation of law assign, transfer, sublet, mortgage, or otherwise transfer or encumber all or any part of DISTRICT'S interest in this Lease or in the PREMISES without CITY'S prior written consent. Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a breach of this Lease and cause for termination of this Lease. 4 Regardless of CITY' S consent, no subletting or assignment shall release DISTRICT of DISTRICT'S obligation to pay the rent and to perform all other obligations to be performed by DISTRICT hereunder for the term of this Lease. 12 . DEFAULT. (a) The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by DISTRICT: (1) Failure to pay rent when due, if the failure continues for five (5) days after written notice has been given to DISTRICT. (2) Abandonment and vacation of the PREMISES (failure to occupy the PREMISES for fourteen (14) consecutive days shall be deemed an abandonment and vacation) . (3) Failure to perform any other provision of this Lease if the failure to perform is not cured within thirty (30) days after written notice thereof has been given to DISTRICT by CITY. Notices given under this paragraph shall specify the alleged default and the applicable lease provisions, and shall demand that DISTRICT perform the provisions of this Lease or pay the rent that is in arrears as the case may be, within the applicable period of time. No such notice shall be deemed a forfeiture or a termination of this Lease unless CITY so elects in the notice. (b) CITY shall have the following remedies if DISTRICT commits a default under this Lease. These remedies are not exclusive, but are cumulative and in addition to any remedies now or hereafter allowed by law. CITY may, at its option, terminate DISTRICT' S right to possession of the PREMISES at any time. No act by CITY other than giving thirty (30) days written notice to DISTRICT shall terminate this Lease. In the event of such termination, CITY has the right to recover from DISTRICT the worth, at the time of the award, of the unpaid rent that had been earned at the time of the termination of this Lease and any other amount, including, but not limited to court costs, and attorney's fees necessary to compensate CITY for the eviction of DISTRICT and all detriment and damages proximately caused by DISTRICT' S default. 13 . SIGNS. DISTRICT shall not have the right to place, construct or maintain any sign, advertisement, awning, banner, or other exterior 5 • decorations on the building or other improvements that are a part of the PREMISES without CITY'S prior, written consent. 14 . SURRENDER. (a) On the last day of the term hereof, or on any sooner termination, DISTRICT shall surrender the PREMISES to CITY in good condition, broom clean, ordinary wear and tear accepted. DISTRICT shall repair, at its sole cost, any damage to the PREMISES occasioned by its use thereof, or by the removal of DISTRICT'S trade fixtures., furnishing and equipment which repair shall include the patching and filling of holes and repair of structural damage. DISTRICT shall remove, at its sole cost, all of its personal property and fixtures on the PREMISES prior to the expiration of the term of this Lease and, if required by CITY pursuant to Paragraph 9 , above, any alterations, improvements or additions made by DISTRICT to the PREMISES. If DISTRICT fails to surrender the PREMISES to CITY on the expiration of the Lease as required by this paragraph, DISTRICT shall hold CITY harmless from all damages resulting from DISTRICT'S failure to vacate the PREMISES, including, without limitation, claims made by any succeeding tenant resulting from DISTRICT' S failure to surrender the PREMISES. (b) In the event CITY determines that DISTRICT'S use of the PREMISES constitutes a violation of law, a nuisance or waste, DISTRICT shall surrender the PREMISES on three (3) days written notice, and DISTRICT shall hold CITY harmless from all damages resulting from CITY'S efforts to abate such activities. 15 . HOLDING OVER. If DISTRICT, with CITY'S consent, remains in possession of the PREMISES after the expiration or termination of the term of this Lease, such possession by DISTRICT shall be deemed to be a tenancy from month-to-month at a rental in the amount of the last monthly rental plus all other charges payable hereunder, upon all the provisions of this Lease applicable to month-to-month tenancy. 16 . NOTICES . Any demand, notice or declaration provided for under this Lease shall be in writing and served either personally or sent by registered or certified United States mail , postage prepaid, addressed to the parties as set forth below: CITY DISTRICT City of Costa Mesa Costa Mesa Sanitary District Attn: City Manager Attn: Florine T. Reichle, Clerk 77 Fair Drive 77 Fair Drive Costa Mesa, CA 92628-1200 P. O. Box 1200 Costa Mesa, CA 92628-1200 6 Such notice shall be deemed to be received within forty- eight (48) hours from the time of mailing, if mailed as provided for in this paragraph. 17 . INSPECTIONS. CITY shall have the right to enter the PREMISES at reasonable times for the purpose of inspecting same and making such alterations, repairs, improvements or additions to the PREMISES or to the building of which the PREMISES are a part as CITY may deem necessary or desirable. 18 . WAIVERS. No waiver by CITY of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by DISTRICT of the same or any other provision. CITY'S consent to or approval of any act shall not be deemed to render unnecessary the obtaining of CITY'S consent to or approval of any subsequent act by DISTRICT. The acceptance of rent hereunder by CITY shall not be a waiver of any preceding breach by DISTRICT of any provision hereof, other than the failure of DISTRICT to pay the particular rent so accepted, regardless of CITY'S knowledge of such preceding breach at the time of its acceptance of such rent. 19 . PRIOR AGREEMENTS. This Lease constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all writings and oral negotiations. This Lease may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Lease shall prevail over any inconsistent provision in any other contract document appurtenant hereto. 20 . SEVERABILITY. The unenforceability, invalidity, or illegality of any provision of this Lease shall not render the other provisions hereof unenforceable, invalid or illegal. 21. TERMINATION. Except as provided in Paragraph 15 (b) , either party may terminate this Lease by giving the other written notice no fewer than thirty (30) days in advance of such termination and in accordance with the provisions for giving notice as set forth in Paragraph 17 . Further, this Lease shall terminate if the PREMISES are totally or partially destroyed, rendering the PREMISES totally inaccesible or unusable for the purpose leased due to causes 7 commonly characterized as "an Act of God" as defined in California Civil Code Section 1511 et seq. and not caused by any negligent or willful act of DISTRICT. IN WITNESS WHEREOF, CITY, )by order of its City Council, has caused this Lease to be executed on its behalf by the City Manager of said City, and DISTRICT has caused this Lease to be executed by its officers. // , // DATED THIS /y 'i day of G( r.�- , 19 N. CITY OF COSTA MESA c City Council Approved On:- By: Mayor COSTA MESA SANITARY DISTRICT Tit : JA �a�l�nf APPROVED AS TO FORM: .tiv...,,,t% Kali `f - 6 -1 '- City Attorney 8