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HomeMy WebLinkAboutNEWPORT ASSET MANAGEMENT GROUP, LLC. 1 - 2015N-2015-138 114SURANCE NOT REQUIRED WORN MAV PROCEED r CLERK OF COUNM LEASE AGREEMENT DATE. X26 - I s BETWEEN NEWPORT ASSET MANAGEMENT GROUP, LLC AND THE CITY OF SANTA ANA THIS AGREEMENT ("Agreement") is made and entered into this I" day of July, 2015, by and between Newport Asset Management Group, LLC herein referred to as "Landlord," and the City of Santa Ana, a charter city and municipal corporation, duly organized and exiting under the constitution and taws of the State of California, herein referred to as "Tenant." The parties hereto agree as follows: ARTICLE I — TERM OF LEASE SectionI.01 Premises and Use (a) Landlord owns the real property known as 1780 East McFadden Avenue, Santa Ana, California. Landlord hereby rents to Tenant for its sole use the area designated as Suite 014A (the "Premises") for Tenant's business purpose of running a Santa Ana Police Department Substation. (b) Landlord has agreed to make modifications to the Premises consisting of an exterior door and walls to split the unit into two separate spaces to be shared by the building management company and the Santa Ana Police Department Substation, and shall install electronic combination locks on the exterior door and interior door of the Premises. Tenant will not be responsible for any costs associated with these modifications. Tenant understands it shall share the restroom and coffee bar area with the building management company. (c) Landlord agrees to provide one (1) designated parking spot labeled "Santa Ana Police Department Parking Only" or something similar, as mutually agreed upon by Landlordand Tenant directly in front of the Premises for use by the Tenant. (d) Tenant hereby accepts the Premises in their condition existing as of the Commencement Date of this Agreement. (e) Any signage improvements or construction Tenant intends to make upon the Premises after the Commencement Date of this Agreement is subject to prior approval of the Landlord. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to place its standard tenant identification signage on the suite entry door reading "Santa Ana Police Department Substation" in a design and format mutually agreeable to both parties. (f) Upon the expiration or termination of this Agreement, Tenant shall surrender the Premises to Landlord in good and clean condition, less ordinary wear and tear. Section 1.02 Term (a) Subject to Tenant's and Landlord's mutual rights to terminate this Lease as specifically set forth in Section 5.02(B), the term of this Agreement for renting the Premises ("Tenn") shall commence on July 1, 2015 ("Commencement Date") and shall continue on as a month -to month tenancy for three (3) years thereafter until June 30, 2018. Unless otherwise canceled by either patty, the lease shall continue thereafter on a month-to-month basis. (b) Notice of intent to vacate or termination of the landlord -tenant relationship is only valid with thirty (30) days prior written notice to the other party. Section 1.03 Rent Tenant agrees to pay one dollar ($1.00) to Landlord within thirty (30) days of the Commencement date of this Agreement as rent for the Premises during the tern of this Agreement. Section 1.04 Non -Recording Neither party shall record this Agreement. ARTICLE 2 — TAXES AND UTILITIES Section 2.01 Taxes Landlord shall pay property taxes. Section 2.02 Utilities (a) Landlord shall pay for all electricity, gas, water sewer and janitorial services furnished to the Premises for the use, operation and maintenance of Tenant's premises during the Term of this Agreement, or any extension thereof, and for the removal of trash from the Premises during the Term of this Agreement, or any extension thereof. (b) Tenant shall have the right to improve the present electrical and telecommunication cabling, telephone lines, and outlets and any other such infrastructure that would reasonably be associated with Tenant's intended use of the Premises, all at Tenant's sole cost and expense. ARTICLE 3 — IMPROVEMENTS AND ACCESS Section 3.01 The Premises/Miscellaneous (a) Tenant shall repair any damage to the Premises and will leave the Premises in satisfactory condition as approved in writing by Landlord. Tenant shall be required to remove all its fixtures upon expiration/termination of the Agreement. Any personal property, equipment or other improvements made by Tenant that are not removed within said thirty -day period shall become the property of Landlord, at Landlord's option. Tenant's obligation to pay compensation to Landlord shall not cease, unless and until the fixtures that Tenant must remove, are removed to Landlord's approval. (b) Landlord shall give Tenant twenty-four (24) hours notice prior to entry into the Premises. In the case of an emergency, Landlord will contact the Santa Ana Police Department Watch Commander at (714) 245-8700 prior to entry and will notify the Watch Commander of the emergency and the fact that Landlord needs to enter the unit. (c) If Tenant causes any damage to the Property or to the Premises, it shall properly repair same as specified by Landlord. (d) Upon the expiration or termination of this Agreement, Landlord shall approve in writing the surrender of the Premises by Tenant only ager being satisfied that the Premises has been left in good and clean condition, less ordinary wear and tear. (e) Quiet Enjoyment. Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Agreement. Section 3.02 Liens Tenant will not pen -nit any mechanics' or materialmens' or other liens to stand against the Premises by reason of any use or occupancy by Tenant, or any person claiming under Tenant. ARTICLE 4 — INDEMNITY AND INSURANCE Section 4.01 Indemnification, Defense, Hold Harmless Tenant shall protect, defend, indemnify and save and hold harmless Landlord, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs, arising out of or in connection with Tenant's performance of this Agreement, Tenant's activities in the Premises, or Tenant's failure to comply with any of Tenant's obligations contained in the Agreement by Tenant, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Landlord. ARTICLE 5 — TERMINATION AND DEFAULT Section 5.01 Termination in the Event of Casualty or Condemnation (a) In the event of any damage, destruction or condemnation of the Premises, which renders the Premises unusable or inoperable in Landlord's judgment, Tenant shall have the right, but not the obligation, to terminate the Agreement with respect to the subject Premises by giving written notice to Landlord within thirty (30) days after such damage, destruction or condemnation. If by virtue of such casualty or condemnation, Landlord determines that the Premises is no longer adequate for Tenant to continue its operations, or any repairs to the Premises have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation, this Agreement will become null and void. (b) In the event of condemnation, unless Tenant is allowed by the condemning authority to continue its operations in the Premises, this Agreement shall terminate as of the date title to the Property vests in the condemning authority or Tenant is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Landlord. Section 5.02 Termination A. This Agreement may be terminated with prior written notice as follows: (1) by either party upon a default of any covenant or term hereof by the other party, which default has been noticed and is not cured within three (3) days of receipt of written notice of default; or (2) by Tenant if Tenant is unable to occupy and use the Premises for Tenant's intended purpose. a. In accordance with (1) of the preceding paragraph, failure of Tenant to comply with any of the terms, conditions or obligations contained within this Agreement shall result in Landlord's exclusive right to terminate this Agreement and terminate Tenant's occupancy of the Premises. b. The failure of Tenant to perform any of the terns, conditions or obligations contained in this Agreement shall give the Landlord, in addition to the remedies specified herein, exclusive right to re-enter and regain possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. Failure of Tenant to pay Landlord compensation in the amount set forth in Section L03 and on or before the date agreed upon in Section 1.03 of this Agreement, shall result in Landlord's exclusive right to immediately terminate this Agreement and Tenant's occupancy of the Premises. B. Either party may terminate this Agreement with thirty (30) days written notice without cause. ARTICLE 6 — ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY Section 6.01 Assignment Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber this lease or any interest therein, and shall not sublet said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants, and invitees of Tenant excepted) to occupy or use said Premises, or any portion thereof, without the prior written consent of the Landlord. Section 6.02 Default by Tenant Should Tenant default in the performance of any of the terms, conditions, or obligations contained in this Agreement, Landlord may re-enter and regain possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 6.03 Insolvency of Tenant The insolvency of Tenant as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Tenant, or the making of a general assignment for the benefit of creditors by Tenant, or the filing of a petition in bankruptcy shall terminate this Agreement and entitle Landlord to re-enter and regain possession of the Premises. Section 6.04 Cumulative Remedies The remedies given to Landlord in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Section 6.05 Waiver of Breach The waiver by Landlord of any breach by Tenant of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant either of the same or another provision of this Agreement. ARTICLE 7—EIAZARDOUS MATERIALS Section 7.01 At the time of execution of this Agreement, Landlord, to its actual knowledge, warrants that the Premises is clean and contains no known hazardous materials, except as may be present in the non -nal course of operation of similar commercial buildings and Landlord's other tenants in the property. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or Hiles may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. ARTICLE 8—MISCELLANEOUS Section 8.01 Force Majeure— Unavoidable Delays Should the performance of any act required by this Agreement to be perfonned by either Landlord or Tenant be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of compensation by Tenant as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, Landlord or Tenant, required to perform the act. Section 8.02 Notice Any written notice or required submittals, given under the terns of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To Landlord: Newport Asset Management Group, LLC c/o: Newport Real Estate Services, Inc. 3184H Airway Ave, Costa Mesa, CA 92626 Attn: Judy Villagomez, Senior Vice President Telefacsimile: (714) 850-0086 With courtesy copies to: Mr. Glen Allen President Newport Real Estate Services, Inc. 3184H Airway Ave Costa Mesa, CA 92626 Telefacsimile (714) 850-0086 To Tenant: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: and, Chief of Police City of Santa Ana 60 Civic Center Plaza (M-96) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988. Santa Ana, CA 92702 Telefacsimile (714) 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Section 8.03 Binding on Heirs and Successors This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. Section 8.04 Partial Invalidity Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. Section 8.05 Waste or Nuisance Tenant shall not commit or permit the commission by others of any waste on the Premises. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3430 of the California Civil Code on the Premises; and Tenant shall not use or permit the use of the Premises for any unlawful purpose. Section 8.06 Time of Essence Time is expressly declared to be of the essence in this Agreement. Section 8.07 Governing Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Section 8.08 Survival Terms and conditions of this Agreement which by their sense and context survive the tennination or expiration of this Agreement, shall so survive. Section 8.09 Attorney's Fees In the event suit is brought by either patty to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. Section 8.1.0 Exclusivity and Amendment This Agreement constitutes the entire agreement and understanding between Landlord and Tenant respecting the Premises and correctly sets forth the obligations of Landlord and Tenant to each other as of such date. Any agreements or representations respecting the Premises or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agreement between the parties, unless such Agreement is expressed in writing, signed and acknowledged by Landlord and Tenant, or their successors in interest. Section 8.11 Captions Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. Landlord: Newport Asset Management Group, LLC Its: /,-14 I - Tenant: ATTEST: 4 43 J y MARIA HUIZAR Q Clerk of the Council CITY OF SANTA ANA DAVID CXV City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY: Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police to