16498.00001\24636369.1
CITY OF FONTANA
FONTANA CHAMBER OF COMMERCE OFFICE LEASE
1. Parties and Date.
This Lease is made and entered into this 1st day of July, 2022, by and between the City of Fontana (hereinafter referred to as "Lessor"), a municipal corporation organized under the laws of the S tate of California, with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335, and the Fontana Chamber of Commerce (hereinafter referred to as "Lessee"), a California nonprofit corporation, with its principal place of business at 8491 Sierra Ave., Fontana, California 92335. The Lessor and Lessee are sometimes referred to individually as a "Party" and referred to collectively as the "Parties."
2. Recitals.
2.1 Lessor Property.
Lessor is the owner of th at real property located at 8491 Sierra Avenue, Fontana, California, 92335 ("Lessor Property").
2.2 Purpose of Lease.
Lessor desires to lease to the Lessee, and the Lessee desires to lease from Lessor, a portion of the Lessor Property for due and adequate consideration, the receipt and sufficiency of which are acknowledged by the Parties and further described and set forth in this Lease, for the purpose of operating the City of Fontana's Chamber of Commerce.
3. Terms.
3.1 Description of Leased Premises.
Lessor hereby leases to the Lessee and the Lessee leases from Lessor, on the terms and conditions set forth in this Lease, a portion of the Lessor Property consisting of approximately Two Thousand Three Hundred (2,300) square feet, as more specifically shown on the diagram attached as Exhibit A. ("Leased Premises").
3.2 T erm.
The initial term of this Lease shall be for three (3) years beginning July 1, 2022 and ending June 30, 2025 ("Initial Term"). The Initial Term is subject to extension as provided in Section 3.6 below.
16498.00001\24636369.1 -2-
3.3 Lease Payment.
The Leased Premises are leased to the L essee for the sum of One Dollar ($1.00 ) per year ("Lease Payment"), payable to the Lessor in advance, on or before July 1, 2022, and again on or before July 1st of each subsequent year throughout the Initial Term of this Lease and any Extended Terms thereof, as defined below.
3.4 Use.
The Leased Premises are leased to Lessee for the purpose of operating the Fontana Chamber of Commerce.
3.5 Additional Uses.
Lessor understands, acknowledges and agrees that Lessee shall, from time to time, allow other professional and civic/community organizations to hold meetings and/or events on the Leased Premises. Lessor also understands, acknowledges and agrees that Lessee shall have the right to charge these professional and civic/community organizations a fee to hold such meetings and/or events on the Leased Premises.
3.6 Automatic Renewal.
At the end of the Initial Term, the term of this Lease shall automatically renew annually for one (1) additional year on the same terms and conditions as the Initial Term unless, no less than six (6) months prior to the expiration of the Initial Term or any renewal term, either the Lessor or the Lessee has provided the other party written notice of its intent to terminate this Lease following the Initial Term or the renewal term. Notwithstanding anything in this Agreement to the contrary, the total period of the Initial Term and any renewal term may not exceed fifty-five (55) years.
Nothing herein shall be deemed to effect the Lessor's right to terminate this Lease upon the Lessee's default as provided in Section 3.22 hereof.
3.7 Payment of Taxes.
Lessor shall pay any real and personal property taxes assessed against the Leased Premises.
Lessee acknowledges that this Lease creates a taxable possessory interest in Lessee and Lessee shall pay any possessory interest tax imposed against the Lessee and the Leased Premises.
3.8 Utilities and Janitorial Services.
Lessee shall pay for any required telephone installation and related monthly service and usage including, but not limited to, facsimile and computer expenses. Lessee shall also pay for all janitorial services for the Leased Premises. Lessor shall pay all charges for electricity, gas, water, refuse disposal, property maintenance (as provided in Section 3.14), alarm service and any related expenses.
16498.00001\24636369.1 -3-
3.9 Signage.
The Lessee may provide, at its own cost and expense, signage in a manner consistent with all applicable local laws, rules and regulations. The form and substance of the signage shall be subject to the Lessor's approval in its sole discretion.
3.10 Improvements.
No improvements shall be constructed and/or maintained on the Leased Premises without Lessor's prior written approval, which may be given or withheld in Lessor's sole and absolute discretion. Lessor's approval in its capacity as Lessor shall not constitute approval by Lessor in its regulatory or police power capacity Lessee shall, at its sole cost, expense and li ability, obtain all permits and entitlements required for such improvements.
3.11 Abandonment.
The Lessee shall not vacate or abandon the Leased Premises at any time during the term of this Lease without thirty (30) days prior written notification to Lessor.
3.12 Acceptance; Surrender.
The Lessee accepts the Leased Premises as being in good condition for the above -stated use. The Lessee shall, upon the termination or expiration of the Lease term provided hereunder, surrender the Leased Premises in good condition, reasonable use and wear excepted.
3.13 Alterations and Additions.
The Lessee shall not, without the prior written consent of Lessor, make any alterations, improvements or additions in or about the Leased Premises. All fixtures, improvements or additions made to the Leased Premises by Lessee shall become the property of the L essor at the expiration or termination of the Lease, without compensation whatsoever to Lessee.
3.14 Maintenance and Repair.
Lessor shall maintain in good repair the heating, ventilation and cooling system, plumbing and. electrical systems, exterior walls, windows, roof, sidewalks, common areas and other like portions of the Leased Premises and Lessor Property. The Lessee shall not go onto, and shall not authorize any person to go onto, the roof without the prior written consent of Lessor. Le ssor shall not be required to repair any of the above items unless and until Lessee has notified Lessor in writing of the need for such repairs or replacement. Once notified, Lessor shall complete any and all needed repairs and replacements within a reason able period of time at no cost or expense to the Lessee, except to the extent that such repairs or replacements are attributable in whole or in part to the negligence or misconduct of the Lessee, its employees, agents, contractors, and invitees.
16498.00001\24636369.1 -4-
3.15 Wast e and Covenant of Quiet Enjoyment.
Lessee shall not commit, or allow to be committed, any waste upon the Leased Premises, or any nuisance or other act which may disturb the quiet enj oyment of the Lessor or any other tenant of the Lessor Property.
3.16 Liab ility Insurance.
Lessee shall procure and maintain for the duration of the Lease insurance against claims for injuries to personal or damages to property which may arise from or in connection with the Lease by the Lessee, its agents, representatives, emplo yees, invitees, or subcontractors. Lessee shall obtain and furnish to Lessor proof of coverage as to each type of insurance required.
3.16.1 Minimum Scope of Insurance.
Coverage shall be at least broad as:
3.16.1.1 Commercial General Liability: Insurance Services Office Commercial General Liability coverage (occurrence) form CG 0001.
3.16.1.2 Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).
3.16.1.3 Workers' Compensation and Employers' Liability: Workers' Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance.
3.16.2 Minimum Limits of Insurance.
Limits of insurance shall be:
3.16.2.1 Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
3.16.2.2 Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage.
3.16.2.3 Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. The Lessee's General Liability Insurance, including occupational disease coverage, for the Lessee and all persons and/or subcontractors employed or to be employed in the performance of this Lease, which insurance shall at all times be maintained in strict accordance with this Lease, and the provisions of Section 3700 et seq. of the Labor code which requires every 16498.00001\24636369.1 -5-
employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code. Use by the Lessee of "Workers' Compensation Waiver" forms will necessitate the filing of said waiver with Lessor for each individual by the Lessee prior to that individual commencing any work under this Lease. Failure to comply with thi s requirement may result in termination of this Lease at Lessor's sole discretion.
3.16.3 Deductibles.
Deductibles and self-insured retentions shall be declared to and approved by Lessor.
At the option of Lessor, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Lessor, its officers, officials, employees and agents, or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
3.16.4 Endorsements.
The insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms supplied or approved by the Lessor to add the following provisions to the insurance policies:
3.16.4.1 General Liability: (1) The Lessor, its directors, officers, employees and agents shall be covered as additional insureds with respect to the use of the Leased Premises or any activities on the Property by the Lessee or its official, officers, employees, agents or contractors; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officers, employees and agents shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way.
3.16.4.2 Automobile Liability: (1) The Lessor, its directors, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Lessee or for which the Lessee is responsible; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officers, employees or agents shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way.
3.16.4.3 Workers' Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Lessor, its directors, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Lessee.
3.16.4.4 All Coverages: Each insurance policy required by this contract shall be endorsed to state that: (1) coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Lessor; and (2) any 16498.00001\24636369.1 -6-
failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Lessor, its directors, officials, officers, employees or agents.
3.16.5 Separation of Insureds.
All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Lessor or its directors, officers, employees or agents.
3.16.6 Verification of Coverage.
Lessee shall furnish Lessor with Certificates of Insurance and with original endorsements effecting coverage required by this Lease. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approv ed by Lessor before the Lease agreement is fully executed. Lessor reserves the right to require complete, certified copies of all required insurance policies at that time.
3.16.7 Acceptability of Insurers.
All insurance shall be provided by insurers having a current A.M. Best's rating of A:VII or better and acceptable to Lessor.
3.17 Assumption of Risk.
Lessee assumes all risk of loss to itself, which in any manner may arise out of the use of the Lessor Property under this Lease.
3.18 Compliance With Law.
The Parties shall comply with all local, state and federal laws, rules and regulations pertaining to the use and maintenance of the Leased Premises and the Lessor Property.
3.19 Indemnification.
Lessee hereby agrees to defend, indemnify and hold Lessor and its directors, officials, officers, agents and employees free and harmless from and against any and all claims, demands, causes of action, costs, liabilities, expenses, losses, damages or injuries of any kind in law or equity, including the payment to Lessor of all consequential damages and reasonable expenses of legal representation, whether by special counsel or by Lessor's staff, to persons or property, including wrongful death, in any manner arising out of or incident to any actual or alleged acts, omissions or willful misconduct of Lessee, its partners, affiliates, agents officials, officers or employees in performance of this Lease or use of the Leased Premises or the Lessor Property. Lessee shall defend, with counsel of Lessor's choosing and at Lessee's sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative, that may be brought or instituted against Lessor, its directors, officials, officers, agents or employees. Lessee shall pay and satisfy any judgment, award or decree 16498.00001\24636369.1 -7-
that may be rendered against Lessor, its directors, officials, officers, agents or employees. Lessee shall reimburse such parties for any and all legal expenses and costs incurred by one or all of them in connection with this Lease or the indemnity herein provided. Lessee's obligation shall survive termination or expiration of this Lease, and shall not be restricted to insurance proceeds, if any, received by Lessor or its directors, officials, officers, agents or employees.
3.20 Claims or Liens.
Lessor shall not suffer or permit any liens to be made or filed against the Leased Premises by reason of labor forces, services or materials supplied (or claimed to have been supplied) to Lessee, and Lessee agrees to indemnify and hold harmless the Lessor and the Leased Premises against any such liens. If any such lien shall at any time be filed against the Leased Premises, Lessee shall, within thirty (30) days after notice to Lessor of the filing ther eof, cause the same to be discharged of record; provided, however, that Lessee shall have the right to contest the amount or validity, in whole or in part, of any such lien by appropriate proceedings. In the event of such protest, Lessee shall first notify the Lessor and, if requested by the Lessor, Lessee shall promptly bond such lien in the manner authorized by law with a responsible surety company qualified to do business in the State of California. Lessee shall prosecute the contest of such proceedings with due diligence and at no cost or expense to the Lessor.
3.21 Assignment.
The Lessee shall not assign this Lease, or any interest in it or portion thereof, without the prior written consent of Lessor.
3.22 Default; Eviction by Lessor.
In the event of a substantial breach of any term or condition of this Lease by Lessee, or of any term or condition of any other agreement between the Lessor (or any of its subordinate bodies or agencies) and Lessee, Lessor shall give written notice to Lessee and allow the Lessee ten (10) days to cure such breach. In the event the Lessee does not cure, or undertake a reasonable good faith effort to cure, such breach within the ten (10) days, Lessor may terminate this Lease, commence legal proceedings to remove the Lessee from the Leased Premises, recover all damages and exercise all remedies available to Lessor pursuant to this Lease or as a matter of law.
This Lease shall also terminate upon the termination (for any reason) of that certain "Contractual Services Agreement" between the City of Fontana and Lessee, dated July 1, 2022.
3.23 Severability.
If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of -the provisions hereof shall
remain in full force and shall not be affected, impaired or invalidated thereby.
16498.00001\24636369.1 -8-
3.24 Attorneys' Fees.
In case either party brings an action to enforce any term or condition of this Lease, the prevailing party shall be entitled to its reasonable attorney's fees as determined by the court, and all other costs and expenses related to such action.
3.25 Waiver.
The waiver by either Party of the breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
3.26 Binding on Successors .
This Lease shall apply to and be biding upon the heirs, successors, executors, administrators, and assigns of the Parties hereto.
3.27 Captions.
The various headings contained herein and the grouping of the provisions of this Lease into separate paragraphs are for the purpose of convenience only, and shall not be considered in interpreting the provisions of this Lease.
3.28 Notices.
Any and all notices which are required under the terms and conditions of this Lease or which either Lessor or Lessee desire to serve upon the other, shall be in writing and shall be deemed served when delivered personally, or when deposited in the United States mail, postage prepaid, return receipt requested, addressed as follows:
LESSOR: LESSEE:
City of Fontana Fontana Chamber of Commerce
8353 Sierra Avenue 8491 Sierra Avenue
Fontana, California 92335 Fontana, California 92335
Attn: Economic Development Dept. Attn: Executive Director
With copy to:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: City Manager
Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service. 16498.00001\24636369.1
-9-
3.29 Entire Agreement.
This Lease, along with any exhibits and attachments attached hereto and incorporated herein by reference, constitutes the entire agreement between the Lessor and the Lessee relative to the Leased Premises, and may only be modified by mutual consent of the parties 'hi writing.
IN WITNESS WHEREOF, the parties hereby execute this Lease effective upon t he day and year first above written.
[Signatures on fo llowing page]
16498.00001\24636369.1
-10-
Dated: ______________________ CITY OF FONTANA
a Municipal corporation
By____________________________
Dated: _______________________ FONTANA CHAMBER OF COMMERCE a California nonprofit corporation
By _____________________________
Board Chair
ATTEST:
___________________________
City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
___________________________
City Attorney
16498.00001\24636369.1
Exhibit A-1
EXHIBIT A TO
CITY OF FONTANA
FONTANA CHAMBER OF COMMERCE OFFICE LEASE