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City of Cathedral City Peter Aldana
ounty Of Riverside
68-700 Avenida Lalo Guerrero A Cssessor—County Clerk—Recorder
Cathedral City, CA 92234
Page DA PCOR Misc Long Rm." ��=.s CC
Attn: Tami Scott I I I I
SIZE NCOR SMF NCHG T:
APN 687-202-015 (Space Above This Line For Recorder's Use)
LEASE-BACK AGREEMENT
This Lease-Back Agreement (the "Lease") is made to be effective as of 15th day of
December, 2016 (the "Effective Date") by and between CITY URBAN REVITALIZATION
CORPORATION, a California non-profit public benefit corporation, its successors and permitted
assigns ("Landlord"), and THE CITY OF CATHEDRAL CITY, a municipal corporation
("City").
ARTICLE 1
RECITALS
1.1 Landlord and City have previously agreed to sell to Landlord, and Landlord
agreed to purchase from City, that certain real property (APN 687-202-015) (the "Premises"),
upon which City maintains a fire station facility commonly known as Fire Station 411. A legal
description of the Premises is attached as Exhibit A.
1.2 As of the Effective Date of this Lease, Landlord acquired the Premises from City.
1.3 Landlord is currently in negotiations to sell the Premises (and other adjacent
property) to a third party ("Buyer") for the purpose of developing the Premises and other
property with certain improvements and other amendments designed to improve and enhance the
City's Civic Center, consistent with Landlord's non-profit purposes.
1.4 In order to permit City to continue to operate the Premises as a fire station until
such time as the Replacement Facility (defined below) is available for the City's use and
operation, Landlord has agreed to lease back the Premises upon the terms and conditions set
forth herein.
1.5 As part of the proposed transaction with the Buyer, Landlord will require the
Buyer to fund the cost of developing a replacement fire station ("Replacement Facility") on
other land owned by the City. City Urban Revitalization Corporation will exert commercially
reasonable efforts to contract for and cause the completion of the Replacement Facility to the
City's reasonable satisfaction within thirty-six (36) months following the close of escrow for the
sale of the Premises. City will provide City Urban Revitalization Corporation with written
notice ("Completion Notice") upon City's completion and acceptance of the Replacement
Facility and City Urban Revitalization Corporation will provide the Completion Notice to Buyers
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within ten (10) calendar days of receipt. The obligation to contract for and cause the completion
of the Replacement Facility is personal to City Urban Revitalization Corporation and is not
assignable.
1.6 City acknowledges that Landlord will assign its interest in this Lease and the
Premises to the Buyer at the time of consummation of the proposed purchase and transaction
between the Landlord and the Buyer.
1.7 The transactions described in this Lease were approved by the City Council of the
City on November 9, 2016 by its Minute Order No. 6675 and by Landlord's Board of Directors
at a duly called and conducted meeting on November 15, 2016.
ARTICLE 2
LEASED PREMISES
2.1 Landlord hereby leases and demises to City, and City hereby leases from
Landlord,the Premises.
2.2 Prior to the Effective Date of this Lease, City has been in possession of the
Premises, and there has been no lapse or interruption in the City's possession of the Premises.
Accordingly, City represents and warrants that it is readily familiar with the condition of the
Premises and accepts the Premises in its "AS IS" condition, without any representation,
warranty, covenant or agreement by Landlord with respect to the condition of the Premises.
ARTICLE 3
TERM
3.1 Lease Term. Unless terminated sooner as provided in Section 9.2, this Lease
shall be for a term ("Term") commencing on the Effective Date (the "Commencement Date"),
and continuing indefinitely until the earlier of(i) the ninetieth (90th) day following the date of the
Completion Notice, or (ii)the date that City provides Landlord with written notice that City has
abandoned possession of the Premises.
ARTICLE 4
RENT
4.1 Rent. During the Term, City shall pay Landlord an amount equal to One Dollar
($1) per year as rent (the "Rent") for the Premises. Rent shall be due and payable in advance on
or before the Commencement Date and again upon each anniversary of the Commencement
Date.
ARTICLE 5
UTILITIES
5.1 Utilities. During the Term of this Lease, City shall pay any water or sewer fees or
charges imposed, and electricity or other services furnished to the Premises or the occupants
thereof, with respect to the Premises or any improvements thereon. In connection with the
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provision of such utility services, City shall not grant any new easements to any utility provider
or any other party without Landlord's prior written consent.
ARTICLE 6
INSURANCE AND INDEMNIFICATION
6.1 Insurance. City, to protect Landlord and its/their respective officers, officials,
employees, agents, contractors, representatives and insurers (Landlord, together with all the
foregoing, collectively, "Landlord Parties") against any and all claims and liability for death,
injury, loss and damage resulting from City's actions or its officers, officials, employees, agents,
members, tenants, customers, invitees, contractors of any tier, or franchisees (City, together with
all the foregoing, collectively, "City Parties") in connection with this Lease and the Premises,
shall secure and maintain the insurance coverage, described in and required by this ARTICLE 6.
City shall maintain the following insurance coverage in full force and effect until the expiration
or termination of this Lease:
6.1.1 City shall submit written proof that City is either exempt from or insured
against liability for workers' compensation in accordance with the provisions of Section 3700 of
the Labor Code.
6.1.2 Commercial General Liability Insurance coverage, including, but not
limited to, premises-operations, contractual liability (specifically covering all indemnity and
defense obligations of City pursuant to this Lease), products-completed operations hazards,
personal injury (including bodily injury and death), and broad form property damage for liability
arising out of the City's use of the Premises. The commercial general liability insurance
coverage shall have minimum limits for bodily injury and property damage liability of Two
Million Dollars ($2,000,000) each occurrence and/or Four Million Dollars ($4,000,000)
aggregate.
6.1.3 Automobile Liability Insurance coverage against claims of personal injury
(including bodily injury and death) and property damage covering all owned, leased, hired and
non-owned vehicles used by the City Parties, with minimum limits for bodily injury and property
damage of One Million Dollars ($1,000,000) each occurrence and Two Million Dollars
($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle
policy.
6.1.4 The Commercial General Liability Insurance coverage required in
Section 6.1.2, shall include an endorsement naming the Landlord Parties as additional insured
for liability arising out of or related to this Lease or the City Parties' use of the Premises.
6.1.5 If any of the insurance coverage required under this Lease is written on a
claims-made basis, such insurance policy shall provide an extended reporting period continuing
through the fifth (5th) anniversary of the termination of such coverage. The requirements of this
Section 6.1.5 shall survive any expiration or termination of this Lease.
6.1.6 Subject to Section 6.1.5, all of the insurance coverage required under this
ARTICLE 6 shall be maintained by City, as required by the terms of this Lease, and shall not be
reduced, modified, or canceled without, at least, thirty (30) calendar days prior written notice to
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Landlord. Also, phrases such as "endeavor to" and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company" shall not be included in the cancellation
wording of any certificates of insurance or any coverage for Landlord. City shall immediately
obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed,
or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.
6.1.7 All insurance obtained and maintained by City in satisfaction of the
requirements of this Lease shall be fully paid for and non-assessable.
6.1.8 Failure by City to maintain all insurance coverage required by this Lease
shall be an Event of Default (as hereinafter defined) by City. Landlord, at its sole option, may
exercise any remedy available to it in connection with such Event of Default. Alternatively,
Landlord may, at its sole option, purchase any such required insurance coverage and Landlord
shall be entitled to immediate payment from City of any premiums and associated costs paid by
Landlord for such insurance coverage.
6.1.9 Notwithstanding the foregoing, City shall have the right to self-insure in
lieu of maintaining insurance coverage as set forth in this Section 6.1. Landlord hereby
acknowledges and agrees that the City's election to self-insure shall not be deemed or interpreted
as a City Default hereunder.
6.2 Indemnification. City shall indemnify, defend and hold harmless Landlord
Parties harmless from any and all claims, suits, proceedings, orders, demands, obligations,
actions, causes of action, proceedings, liens, liabilities, losses, damages, penalties, enforcement
action, investigations, and other costs and expenses (collectively, "Claims") arising out of, in
connection with, or related to, the use of the Premises by the City Parties during the Term of this
Lease. Notwithstanding the foregoing, City's indemnification obligations hereunder shall not be
applicable to any Claims arising out of, in connection with, or related to, any Tests (as defined
below).
6.3 Liens. City shall not cause or permit any liens to be recorded against the
Premises whatsoever. In that regard, City shall cause any mechanic's or other lien filed against
the Premises to be discharged within ten(10) days of the filing of any such lien.
ARTICLE 7
USE AND OCCUPANCY,AND COMPLIANCE
WITH APPLICABLE LAWS
7.1 Use and Occupancy. City may use and occupy the Premises for the primary
purpose of operating a fire station facility and for providing emergency medical support services,
whether directly by City or by City's franchisee. City may also use and occupy the Premises for
any uses ancillary or convenient to the primary purpose.
7.2 Compliance with Laws. City shall comply with all laws, rules, regulations,
orders and ordinances ("Laws") promulgated by any federal, state or local authority or agency,
or by any board of insurance underwriters, concerning the Premises or City's use of the
Premises, including, without limitation, those relating to the use or storage of hazardous or toxic
materials,those related to regulated emissions, and those related to employee safety.
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ARTICLE 8
USE OF IMPROVEMENTS
8.1 Use and Maintenance of Improvements. City may utilize the improvements
currently located on the Premises and shall maintain such improvements in good condition and
repair, ordinary wear and tear excepted. At the end of the Term of this Lease, City shall return
such improvements to Landlord in the same condition as the Premises exist as of the Effective
Date, ordinary wear and tear excepted.
ARTICLE 9
DEFAULT AND REMEDIES
9.1 City Default. The following occurrences shall constitute a"City Default":
9.1.1 City fails to perform, comply with or observe any other agreement,
obligation or undertaking of City, or any other term, condition or provision, in this Lease, and
such failure continues for a period of fifteen (15) days after City receives written notice from
Landlord specifying the failure, unless such failure cannot reasonably be cured within such
fifteen (15) day period, in which event City must fail to commence curing such failure within
such fifteen (15) day period and fail to diligently pursue the same to completion.
9.2 Remedies of Landlord. Upon any City Default occurring prior to the date of the
Completion Notice, Landlord may not terminate this Lease or City's possession and Landlord's
sole remedy will be to pursue any legally available monetary remedies to collect any rent or
other amounts payable by City hereunder. Following the date of the Completion Notice, upon
any City Default, Landlord may terminate this Lease and City's right of possession and pursue
all other legally available remedies.
ARTICLE 10
ASSIGNMENT AND SUBLEASING
10.1 Landlord's Consent Required for Subleasing. City shall not voluntarily or by
operation of law assign or transfer or sublet all or any part of City's interest in this Lease or in
the Premises without Landlord's prior written consent, which consent may be withheld in
Landlord's sole and absolute discretion. Any assigning or subletting by City without Landlord's
written consent shall be void.
10.2 Landlord's Assignment. Landlord may freely, at any time following ten (10)
days prior written notice to City, assign the entirety of its interest in this Lease and the Premises
to Buyer or its assignee. City will execute and deliver to Buyer any commercially reasonable
estoppel certificates and subordination, non-disturbance and attornment agreements as Buyer
may request, so long as Buyer agrees to perform all of Landlord's obligations under this Lease
and be bound by all of its terms.
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ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Tests. Landlord may, at any reasonable time and from time to time during the
Term, enter upon the Premises for the purpose of inspecting and testing the Premises or
improvements located thereon and for such other purposes as may be necessary or proper for the
reasonable protection of its interests (collectively "Tests"); provided that: (i)Landlord first
provides City at least five (5) business days written notice of its intention to enter the Premises
and coordinates with City such that Landlord's entry does not interfere with City's ongoing
operations, and (ii) Landlord indemnifies and holds City Parties harmless from and against any
Claims arising out of, in connection with, or related to, the Tests.
11.2 Time of the Essence. Time is of the essence of each and all of the agreements,
covenants, and conditions of this Lease.
11.3 Authority. Each individual executing this Lease on behalf of a corporation, trust,
or partnership represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of such entity.
11.4 Counterparts. This Lease may be executed in multiple counterparts, each of
which shall, for all purposes, be deemed an original but which together shall constitute one and
the same instrument.
11.5 Severability. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this Lease, then and in
that event, it is the intention of the parties hereto that the remainder of this Lease shall not be
affected thereby.
11.6 Entire Agreement; Amendments. This Lease constitutes the entire agreement
between Landlord and City, and no other prior or contemporaneous agreement or understanding
shall be effective. Except as otherwise provided in this Lease, Landlord and City represent and
warrant that each has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other party of this Lease and as to the nature,
quality and character of the Premises. No subsequent alterations, amendments, changes or
modifications to this Lease shall be binding unless reduced to writing and signed by each party.
11.7 Binding Effect. The covenants, conditions and agreements made and entered
into by the parties hereto shall inure to the benefit of and shall be binding upon their respective
heirs, successors, representatives and permitted assigns. This Lease shall be governed by the
procedural and substantive laws of the State of California.
11.8 Cost of Suit. In the event of any action or proceeding at law or in equity between
Landlord and City to enforce any provision of this Lease or to protect or establish any right or
remedy of either party hereunder, the unsuccessful party to such litigation shall pay to the
prevailing party all costs and expenses, including reasonable attorney fees, incurred therein by
such prevailing party, and if such prevailing party shall recover judgment in any such action or
proceeding, such costs, expenses and attorneys' fees shall be included in and as a part of such
judgment.
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C1186-005--3002471.1
11.9 Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage
prepaid, return receipt requested, (b)personal delivery, or (c) a recognized overnight carrier that
provides proof of delivery, and shall be addressed as follows:
If to Landlord: If to City:
City Urban Revitalization Corporation The City of Cathedral City
Attn: Tami Scott Attn: City Manager
68-700 Avenida Lalo Guerrero 68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234 Cathedral City, CA 92234
With a Copy to: With a Copy to:
Gresham Savage Nolan& Tilden Burke, Williams & Sorensen
Attn: Kevin K. Randolph Attn: Eric S. Vail
550 E. Hospitality Lane, Suite 300 1600 Iowa Avenue, Suite 250
San Bernardino, CA 92408 Riverside, CA 92507
Notices shall be deemed effective upon receipt or rejection only.
11.10 Caption Headings. Captions to various paragraphs, sections and subsections of
this Lease are inserted for convenience only and are not to be construed as part of this Lease or
as in any way affecting it.
11.11 Number and Gender. Wherever in this Lease the context requires, the singular
shall be deemed to include the plural, and the plural, the singular, and the masculine, feminine or
neutral genders shall include all other genders. Wherever in this Lease the context requires, the
word "person" shall be deemed to include any corporation, partnership, trust, firm, entity,
governmental agency, or association.
11.12 Survival of Accrued Rights and Obligations. Notwithstanding anything in this
Lease to the contrary, no termination by either party will relieve any party from obligations or
waive rights accrued prior to the date of such termination.
[Signature page follows]
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C1186-005--3002471.I
IN WITNESS WHEREOF, the parties hereto have executed this Lease to be effective
as of the Effective Date set forth above.
LANDLORD:
CITY URBAN REVITALIZATION
CORPORATION, a California non-profit public
benefit corporation
By:
Name: • 6 Sc..
Its: e Fo
APPROVED AS TO LEGAL FORM:
Gresham Savage Nolan & Tilden
y:
_
!!�.. w
K;vin K. R. dol.
pecial Counse
CITY:
THE CITY OF CATHEDRAL CITY, a municipal
corporation
B f
•
Name: 044/4s meC/c ww
Its: 6.re ewA.� gar
APPROVED AS TO LEGAL FORM: ATTEST:
Burke, Williams & So -nsen AA
racey a Ma tinez, 161IC
Deputy City Clerk OP
By: .gra City of Cathedral City
Eric S. Vail
City Attorney
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C1186-005--3002471.1
CAUFORSY4 ALL-PURPOSE ACKNOWLEDGMENT CML(ODE§1189
A notary pubic or other ofd completing this cede voiles only the ides jr d the individual who signed the
document to which this cerblioate is attached,and not the truthfulness,acxurac%or vitality of that docrmert
State of California )
County of Riverside )
On f(1- 7 } 01 -7 before me, - Jim L. Sherman, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared Tami E. Scott
Name(s)o'er)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name iWaØ
to the within intro and acknowledged to me that he/she/they executedsame'in
is/her authorized ),and that by 441er/their signature(s)on the instrument the
or the entity upon behalf of which the person(s)acted,executed the instrument. person(s),
1 certify under PENALTY OF PERJURY under the laws
a of the State of California that the 1 -,•' paragraph
is true and correct ,
JNN L.SHER/WI yy� �►
'. �.s Commission a 2064335 mY i
Nowt
I_ _ _
" 777 Notary Pubic
Place Notary Sea/Above
OPTIONAL
Though this section is optional, completing this Information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document
Description of Attached Document
Title or Type of Document Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signer's Name: Signer's Name:
Gc Corporate Officer—Title(s): ❑Corporate Officer—Trtle(s):
❑Partner— ❑Limited ❑General 0 Partner— ❑Limited ❑General
t]Individual (Li Attorney in Fact 0 Individual L7 Attorney in Fact
❑Trustee I]Guardian or Conservator 0 Trustee 0 Guardian or Conservator
Other. El Other:
Signer Is Representing: Signer Is Representing:
02014 National Notary Association•www.NationaiNotary-org•1-800-US NOTARY(1-800.876-6827) Item 115907
EXHIBIT A
LEGAL DESCRIPTION OF THE PREMISES
All that certain real property located in the City of Cathedral City, County of Riverside,
State of California, as more particularly described as follows:
Lot 49 as shown on the Map of Cathedral City, filed in Book 13, at Pages 24, 25, and 26 of
Maps, in the Office of the County Recorder of Riverside County, California.
EXCEPTING THEREFROM the following described parcels as described in the Grant Deed to
the County of Riverside recorded on January 15, 1973, as Instrument No. 5715, in Official
Records of said Riverside County:
Parcel 1:
The Northerly 10 feet of the Easterly 80 feet of said Lot 49;
Parcel 2:
A triangular shaped parcel of land lying within said Lot 49, bounded as follows:
Bounded on the North by the South line of the above described Parcel 1;
Bounded on the East by the Easterly line of said Lot 49; and
Bounded on the Southwest by the arc of a 20-foot radius curb, concave Southwesterly and being
tangent to each of the last two described boundaries.
The remaining portion of Lot 49 contains 0.79 acres, more or less.
APN: 687-202-015
EXHIBIT A
C1186-005--3002471.1