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Home My WebLink AboutSTEADFAST COURTYARDS 1C - 2006 A-200S-309C CITY LEASE AGREEMENT THIS CITY LEASE AGREEMENT (this "Lease") is made as of , 2006 by and between the City of Santa Ana, a charter city duly organized under the Constitution and laws of the State of California ("Lessee") and Steadfast Courtyards, L.P., a California limited partnership ("Lessor"), with reference to the following facts: A. Lessor is the owner of that certain real property located in the City of Santa Ana, County of Orange, State of California, bearing Assessors Parcel Numbers 002-162- 05,002-162-06,002-162-07,002-162-30, 002-162-31, 002-162-32, 002-162-33 and 002-162-34 (the "Premises"). B. Lessor acquired the Premises from Lessee in accordance with the terms and provisions of that certain Land Exchange Agreement and Joint Escrow Instructions ("LEA") dated as of September 6, 2005 by and between Lessor and Lessee. C. Pursuant to the LEA, Lessor has agreed to lease the Lessor Property to Lessee for the purposes and subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the covenants contained in this Lease and other good and valuable consideration, receipt of which is acknowledged, the parties hereto hereby agree as follows: I. Lease. Lessor hereby leases to Lessee and Lessee hereby Leases from Lessor all of the Premises. Lessor and Lessee each acknowledge and agree that this Lease does not include the right to use any portion of the buildings located on the Premises. Lessee shall only use the Premises for (i) pedestrian and vehicular ingress, egress and access, and (ii) parking for the benefit of guests, employees, invitees and patrons of the Bowers Museum. Lessor reserves the right to use the Premises for any and all purposes which do not prevent Lessee's use ofthe Premises for the foregoing purposes. 2. Term. The term of this Lease shall commence on the date of this Lease and shall terminate and thereafter be of no further force or effect on the date that is ninety (90) days after the date of this Lease (such period is referred to herein as the "Term"). Upon the expiration of the Term, Lessee shall fully and completely vacate the Premises. 3. Rent. Lessee shall pay to Lessor the sum of $1.00 as rent for the Term. Lessor acknowledges and agrees that Lessee has paid such rent in full prior to the date hereof. 4. Maintenance and Repair. Lessee shall be responsible, at its sole cost and expense, for maintaining the Premises during the Term, as such actions may be required from time to time to keep the Premises in good order, condition and repair. 5. Insurance. As a condition to the commencement of the Term, and before Lessee may use the Premises in any manner, Lessee shall deliver to Lessor certificates or other written confirmation satisfactory to Lessor showing that Lessee has in effect a comprehensive general public liability insurance policy including, but not limited to, owned and non-owned 40836735.16 vehicle liability, personal injury, blanket contractual, broad form property damage liability coverage covering any and all liability of Lessee with respect to or arising out of any Lessee's use of the Premises under this Lease with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage liability, and (ii) Lessor has been named as an additional insured on such insurance policies (except with respect to the workers' compensation policy). Lessee agrees that Lessee's use of the Premises shall occur at Lessee's sole risk and without umeasonable interference witl1 Lessor's operations on the remainder of tl1e Premises. Lessee agrees to keep the Premises free and clear of any liens resulting from Lessee's use of the Premises. 6. Indemnification. Lessee agrees to and does hereby indemnify and hold harmless Lessor, and Lessor's partners, officers, directors, agents, representatives and employees, from every claim or demand made, and every liability, loss, damage, or expense of any nature whatsoever arising out of or encountered in connection with this Lease and Lessee use of the Premises. The coverage of the foregoing indemnification shall include, without limitation, attorneys' fees and court costs incurred by Lessor with regard thereto. California. 7. Governing Law. This Lease shall be governed by the laws of the State of 8. Entire Agreement. This Lease and its exhibits constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. Prior agreements, representations, negotiations, and understandings of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 9. Modification. This Lease may not be modified in any respect or rescinded, in whole or in part, except by an instrument in writing, duly executed by both parties, their successors or aSSIgns. 10. Severabilitv. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. II. Construction. The rule of strict construction does not apply to this Lease. The language of this Lease shall be construed simply, according to its fair meaning, so that the intention of the parties is carried out. 12. Waiver and Default. The waiver by one party of the performance of any provision of this Lease shall not invalidate this Lease nor shall it be considered a waiver by it of any other provision under this Lease or of any subsequent breach by the other party of the same provision. 13. Holdover. If Lessee holds over after the expiration of the Term hereof, with or without the consent of Lessor, Lessor shall have the option, to be exercised in its sole and 40836735.16 absolute discretion, to treat any such holdover period as a month-to-month tenancy, and not a renewal hereof or an extension for any further term, and in such case (a) monthly rent shall be payable in an amount equal to Sixty Thousand Dollars ($60,000.00) per month, and (b) such month-to-month tenancy shall be subject to every other term, covenant, condition and agreement contained herein. Due to the length of the Term, Lessor and Lessee cannot accurately determine what a suitable holdover rent will be upon expiration, but have agreed that the aforementioned amount is appropriate to (i) incentivize Lessee to timely surrender the Lessor Property upon expiration of the Term, and (ii) compensate Lessor for loss of use ofthe Lessor Property occasioned by such holdover and the potential delay that Lessor would likely experience with respect to Lessor's planned development of the Lessor Property. Nothing contained in this Section shall be construed as (i) a consent by Lessor to any holding over by Lessee, (ii) a requirement that Lessor accept a holdover tenancy, (iii) a waiver by Lessor of its rights to pursue all available contractual, legal and equitable remedies against Lessor (including without limitation, recovery of possession), all of which rights and remedies are expressly reserved, or (iv) relieving Lessee from liability for any general, special or consequential damages that such holding over may cause Lessor. Lessee's Initials /JUC. ~ f Lessor's Initials 6\10 14. Counterparts. This Lease may be executed in one or more counterparts, and bear the signature of each party on a separate counterpart, each of which when so executed and delivered shall be deemed an original but all of which taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] 40836735.16 IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the date first written above. Lessor: Steadfast Courtyards, L.P., a California limited partnership By: SRP Urban Developments, Inc., a Califo ia corporation, its sole General Partner By: N Ie Winnin Title: Presid~nt Lessee: City of Santa Ana, a charter city duly organized under tl1e Constitution and laws ofthe State of California By: Name: Title: t14?tJ2. David N. Ream CltyManager ATTEST. /. - . ~ '1CIA E. CLERK OF rHE COUNCIL 40836735.16