LEASE
In consideration of the rents and covenants hereinafter set forth, the City of Laguna Beach, a municipal corporation ("City"), hereby leases to the Laguna Playhouse, a nonprofit corporation ("Playhouse"), and Playhouse hereby rents from City, the following described premises on the terms and conditions set forth in this lease. hereinafter referred to as ""Lease".
1. LEASE TERM. This Lease shall be effective as of July 1, 2003 and shall terminate on June 30, 2043.
PREMISES. City hereby leases and demises lo Playhouse and Playhouse hereby hires from City, for the term, at the rental and upon the conditions set forth herein, the premises located at 606 Laguna Canyon Road, as legally described in Exhibit A and as depicted in Exhibit B attached hereto ("Premises").
3. USES AND PURPOSES. During the term of this Lease, Playhouse shall have the use of the Premises, together with all the improvements thereon. Such use shall be for the preparation, production and exhibition of theatrical performances and other performing arts (including film) to the public. It is understood that that the Premises may be used for such purposes by other local organizations, including for example but not by way of limitation, those dedicated to concert, ballet and opera; in such cases, Playhouse shall have the right to contract with such organizations for those uses subject to the written approval of City.
4. EXPENSES OF OPERATION. Playhouse agrees to pay for, and provide for as needed, all expenses of operation which shall include, but not be limited to, the following:
City's sewer service charge until July 1, 2006, and from July 1, 2006 through June 30, 2009, Playhouse shall only pay 50% of the sewer service charge. b. Janitorial, landscaping and gardening services.
c. . Repair and maintenance of the buildings and grounds. d. Insurance as outlined in Paragraph 9 hereof.
5 IMPROVEMENTS AND ALTERATIONS. Playhouse agrees to provide for and, as needed, be responsible for payment of any and all improvements in and to the Premises and to hold City harmless therefor. No such improvement or alteration in excess of $100,000 shall be made, however, without prior written approval of the City Manager of City.
6. RENT. By January 5 of each year, Playhouse agrees to pay to City, for annual rent of the Premises, the sum of $8,500. This amount shall increase each year starting July 1, 2004 hyaths nersentage increase in the fragmer hace Loderdaland 3s Angkan Drangera, Riverside metropolitan area for the preceding period of January 1 through December 31. The annual rent shall be limited to a maximum calculated on a cumulative limit of 4% each year.
7. ASSIGNMENT AND SUBLEASE BY PLAYHOUSE. Playhouse shall not assign, mortgage or hypothecate this Lease, or any interest therein, without City's advance written permission, to be given or withheld in City's sole and absolute discretion. Any attempt to assign this Lease in violation of the foregoing shall constitute an immediate default under this Lease by Playhouse. Playhouse may sublease the Premises as provided in Section 3 of this Lease for periods that do not exceed thirty (30) days in one calendar year to any single organization or more than sixty (60) days in total
8. COMPLIANCE WITH STATE LAWS AND CITY ORDINANCES. Playhouse agrees not to commit, suffer or permit any waste on the Premiscs or any act to be done thercon in violation of any law or ordinance during the term of this Lease.
9. INSURANCE AND INDEMNIFICATION.
(a) During the entire term of this Lease, Playhouse shall maintain (i) public liability insurance against loss or damage by claims, suits or judgments for death, personal injury and property damage, and (ii) and workers compensation insurance (in the amount required by the Stale of California). Such insurance policies shall be subject to the reasonable approval of City as to the rating of the insurance companies and the language of the policies. City shall be named as an additional insured on the public liability insurance policy. Upon the effective date of this Lease, City shall require a minimum of Five Million Dollars ($5,000,000.00) in liability insurance from Playhouse; that amount shall be adjusted every five years, if requested in writing by City, during the term of this Lease in accordance with any increase in the Consumer Price Index for the Los Angeles-Orange County-Riverside metropolitan area. Such insurance policies shall contain an express waiver of any right of subrogation against City and shall provide that City shall be given at least thirty (30) days prior written notice of any cancellation or change in the provisions of the policies. The public liability insurance policy shall be stated to be primary and non-contributing with any insurance which may be carried by City. (b) During the entire term of this Lease, City, at its own expense, but subject L rain busene and insurance for aca ge due thal main tar are rakes, plain a nig commercially reasonable basis, in amounts mutually agreed upon by Playhouse and City sufficient to restore the Premises to its predamaged state. Playhouse shall reimburse City for the cost of the premiums attributable to such policies by delivering to City an amount equal to each applicable premium payment on or before the later of (i) thirty (30) days after notic from City of the amount of the premium payment, or (i) ten (10) days prior to the date on which such premium payment is due. Upon request by the Playhouse, the City shall increase the "per square foot" insurance coverage on the theatre facility.
(c) City and Playhouse each hereby waive all rights of recovery against the other and against the officers, employees, agents and representatives of the other, on account of loss by or damage to the waiving party or its property or the property of others under its control, 18"lnd eXtent that sue s damage is insed against under any tire and extended coverage insurance policy which either may have in force at the time of the loss or damage (or, in the case of insurance required to be carried by City pursuant to this Lease, that would have been in force but for the failure of City to maintain such insurance). (d) Playhouse recognizes that due to coastal, atmospheric or other conditions, buildings on the Premises may develop moisture resulting in mildew or mold. Playhouse assumes liahility for proper ventilation of structures on the Premises and. subiect to the waiver of subrogation set forth above, for any injuries or damage caused by mildew or mold. (e) Playhouse hereby indemnifies and agrees to defend (at Playhouse's sole expense by counsel satistactory to City) and hold harmless City (and its City Council, commissions, committees hoards, officials, officers, employees, agents and representatives) from and against any and all claims, losses, damages and liabilities relating to or arising from Playhouse's operations, programs, usc, activitics, work or things donc, permitted or suffered by Playhouse on, in or about the Premises or elsewhere, and any and all claims, losses, actions, damages and liabilities arising from any breach or default in the performance of any obligation omission of Playhouse, or any of Playhouse's agents, contractors, employees or sublessees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. (f) City hereby indemnifies and agrees to defend at City's sole expense bv counsel satisfactory to Playhouse) and hold harmless Playhouse (and its officials, officers, employees, agents and representatives) from and against any and all claims, losses, damages and liabilities relating to or arising from City's gross negligence or willful misconduct in connection with the performance of any obligation on City's part to be performed under the terms of this Lease, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon.
10. NON-LIABILITY OF CITY. Except to the extent caused by City's gross negligence character to any person or property arising from any use of the Premises, or any part thereof, or caused by any defect in any building, structure or other improvements thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Playhouse. or of any of its agents. emplovees. licensees or invitees. or by or from any accident on said land or any fire or other casualty thereon, or occasioned by the failure of Playhouse to maintain the Premises in safe condition.
11. DAMAGE AND DESTRUCTION. If the Premises are damaged by fire, earthquake, act of God, the elements or other casualty, City shall be responsible for the repair of such damage to the extent the proceeds of the insurance required to be maintained pursuant to Section 9 are payable for the purpose of such repair. Playhouse shall be responsible for contributing the amount of all reasonable deductibles. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Premises by fire or other casualty, and any present or future law which purports to govern the rights of City and Playhouse in such circumstances in the absence of express agreement shall have no application.
12. DEFAULTS.
Playhouse Delault. If any one or more of the following events shall have occurred and shall not have been remedied as herein provided: (i) Playhouse's failure to pay any 3 installment of rent and the continuance of the same for a period of thirty (30) days aller notice and demand therefore in waiting bana han made to Reyke, (di) Blashousin failunt soaply with any other agreement herein contained and the continuance of such failure for a period of sixty (60) days after receipt by Playhouse from City of notice in writing specifying in detail the nature of such failure, provided that if such failure by its nature is not objectively curable within sixty (60) days after receipt of such notice, then Playhouse shall not be in default if it commences to cure such failure within thirty (30) days after such notices and thereafter diligently prosecutes such cure to completion as expeditiously as objectively possible; or (iii) Playhouse's bankruptcy, insolvency or receivership proceedings, or attachment, execution or other judicial process then, City may give to Playhouse a notice of its election to end this Lease upon a date (al least ten (10) days hence) specified in such notice and upon such date this Lease shall terminate and no further rental shall be due hereunder. In addition, City shall have the remedy described in California Civil Çode Section 1951.4. If City gives notice of any default which may not he remedied solely by the payment of money and by its nature is curable, but cannot be cured within the period specified in this paragraph, then such period shall be extended for so long as Playhouse is proceeding to cure such default as soon as reasonably possible under the circumstances. (b) City Default. City shall not be in default under this Lease unless City fails to perform obligations required of City under this Lease within a reasonable time. but in no event later than sixty (60) days after written notice by Playhouse to City.
13. PERFORMANCES. If during any period of ninety (90) consecutive days, occurring between September 1 and June 30 of any year, no theatrical plays or performing arts are produced or exhihited or caused to he produced w. exbibited by, Playhouse mann the Prenpices, thro. Mity may ended you rid bis Beast and all dr tights and Volgäions Urthe hold performances as aforesaid, City must notify Playhouse in writing of its exercise of said option and of the termination of this Lease within sixty (60) days after the termination of the aforesaid its option; provided, however, that said option shall be deemed renewed and reestablished at any time thereafter during the term of this Lease as to any such ninety (90) day period of non-use which commences subsequent to the expiration of said sixty (60) day option period. enter upon the Premies for he pull ines main the are orth and sach city stal have the ident
15. PARKING. Playhouse shall have the right to use the property described in Exhibit A and as depicted in Exhibit "B" as Parcel 2: Parking Lot attached hereto and incorporated herein by reterence, tor parking purposes in conjunction with the authorized uses of the Premises at all times ülling ine lenn of mis Lease, excépt as néremaner providca.
16. COOPERATION WITII FESTIVAL OF ARTS. Il is mutually agreed and understoed hs tee parties that, the eativities nfitke Pleyhone er provided boxin val octfiet ic Laguna Beach ("'estival"), and in order to résolve such conflicts, the parties do hereby further agree as follows:
(a) That the property described in Exhibit "A"as Parcel 2: Parking Lot, attached hereto shall not be used by Playhouse for parking or any other purpose except for the ingress and egress of its patrons during a period beginning two (2) weeks prior to the opening of the Pageant and continuing through the period of performance of the Pageant and for three (3) excel. IdayeDiving the Fastinal Rarling,Porisdanyut Fastisabrasy costhanassa churri on Exhibit "B" for the parking of vehicles of cast. crew and officials of the Festival. (b) Playhouse shall cooperate with the Festival in coordinating their respective separate activities during the Festival Parking Period above to avoid any conflict, between such activities. In the cvent that cither Playhouse or Festival notifies City that a disagreement as to such conflicts cannot be resolved by mutual agreement between the parties, City shall have the sole and absolute authority to adjudicate the dispute.
Playhouse shall allow ingress and egress access to parking lot "Parcel 2" at all times.
17. TERMINATION OF EXISTING LEASE AGREEMENT. Upon execution of this Lease, any and all prior existing leases between City and Playhouse, whether written or oral, are inimain di superseded, and ans Cease Shall Cotsatule ine un agreement nerween tity and.
Playhouse for the uses and purposes and for the term herein described.
18. •GENERAL PROVISIONS
(a) Ownership. It is mutually agreed that all buildings, structures and other permanent improvements erected or constructed heretofore or hereafter upon the Premises, whether by City or Playhouse, shall at all times be and remain the property of City, and Playhouse shall neither have nor claim any interest therein save and except such as is provided by the terms of this Lease, and all such rights and interests of Playhouse shall terminate with the termination or this i case
(b) Attorneys Fees. If either party hereto incurs any expense, includine. anorney's rees in connection with any action instituted by the other, the prevailing party shall be entitled to recover its expense from the other party. Such expense shall be paid whether or not sucn action is prosecuted to judgment.
(c) Modification in Writing. This Lease may be modified only in writing, mutually executed by City and Playhouse.
(d) No Waiver. Neither party hereto shall be deemed to have waived any right hereunder for failure to complain of any act or omission of the other party. City's acceptance of rent or any other sum payable under this Lease while Plavhouse is in defanit under the terms of this Lease shall in no way constitute a waiver by City of such default or any other default. City may, from time to time, at its sole and absolute option, exercise all rights or remedies which it may have cither at law or in equity, and nothing herein contained shall be construed as in any way abridging or waiving any such right or remedy; and consent, waiver or compromise by City of or under any of the provisions of this Lease. of as to any pledge or default hereunder by Playhouse shall not constitute or be construed as a waiver of City's rights to topal, reasunavie wear anu tear and damage by casuaity exceptea. (*) Force Majeure. If either party is delayed from the performance of any covenant or obligation contained in this Lease because of acts of the other party, Acts of God, adverse weather, war, invasion, insurrection, acts of a public enemy, riot, mob violence, civil orders of governmental or military authorities, or any other cause beyond the reasonable control of the parties so obligated, whether similar or dissimilar to the foregoing, financial inability excepted, such performance shall be excused for the period of the delay, and the period for such performance shall be extended for a period equivalent to the period of such delay. (g) Notices. No notice hercunder shall be effective unless sent postage prepaid Dy personal delivery, reputable overnight carrer with next day delivery, United States registered or certified mail, return réceipt requested, directed to the other party at the address set forth in Section 19 of this Lease or at such other address as either party may designate by notice given in accordance with this paragraph.
(h) Estoppel Certificates. City and Playhouse shall each, without charge and within fifteen (15) days after written request, certify in writing to any person specified in such request. as tothę existensuascensment, ali lity of thi aliase, the axistenorafunny douselson cameroninn burn wince antibing barty fas di wai knowitze an atroiner matter", reasonably requested. Any such certificate may be relied upon by any party requesting it and by any person to whom the same may be cxhibited.
laws of the State of California.
() Severability. The invalidity of any portion of this Lease shall not affect any other portion hereof.
the masculine gender shall include the feminine and neuter genders unless the context shall require otherwise. Section headings are for convenience and shall not be used to construe this The terms "City" and "Playhouse" as used herein shall mean only the owner at the time of City's vI Fiayuuuse s inérèst déreth (or'any part tnereot) and upon the sale or assignment of the interest of either party hereto, their successors in interest shall be deemed to be City or Playhousc, as the case may be, but this provision shall not he construed as releasing any party from liability under this Lease following any such sale or assignment. The terms of this Lcasc shall be interpreted and construed as though they were drafted jointly by the parties.
Successors and Assigns. Unless otherwise expressly provided herein, the provisions of this Lease shall bind and inure to the benefit of City and Playhouse and their respective successors and assigns.
(m) Hold Over. In the event Playhouse shall hold over the Premises after the expiration of the term of this Lease with the consent of City either express or implied, including, what limitation bold orasy rashloros: scene ling one chablds ocides arto beet Here with the annual rent increased hy ten nercent 10% over the, amount of the anpual ront navahle immediately prior to the commencement of such holding over and Playhouse hereby agrees to time as Playhouse shall hold over the Premises.
~ (n) "City transter. In the event City shall transfer or convey or be divested of its estate in and to the Premises, and as a part of said transaction shall transfer, convey, assign or be divested of its interest as City in and to this Lease, and provided that such assignee expressly assumes the obligalions of City from any after the date of such assignment, then from and after the effective date of said assignment, transfer, conveyance, divestiture or reverter, City shall have no further liability, except for (i) liabilities which shall have accrued and be this Lease, for all of which liabilities and obligations City shall continue to be obligated notwithstanding any such assignment, transfer, conveyance, divestiture or reverter.
Conveyance Upon Termination. Upon the expiration or earlier termination of this Lease, Playhouse shall deliver to City, upon ten (10) days' request, a quitclaim deed or other document reasonably required in order to remove any cloud of record resulting from the execution and delivery of this Lease.
19. ADDRESSES FOR NOTICES.
Lity: City Manager
Cily of Laguna Beach
HE MIC 111. 1014 1. Jus Furts Avenue
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Telephone: (949) 497-0704
Facsimile: (949) 497-0771
Dipyhouse: Fractive Dinato
Lannin Plurtinue
606 Laguna Canyon Road
Laguna Beach, CA 92651
Telephone: (949) 497-5900
Facsimile: (949) 376-8185
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Exhibit "A" Legal Description of Premises
Exhibit "B" Depiction of the Premises
IN WITNESS WHEREOF, the Playhouse has caused this Lease to be executed by its President and Secretary as duly authorized by resolution of the Board of Directors, and the City of Laguna Beach has caused this Lease to be, executed by its Mayor and City Clerk as duly authorized by its City council.
CITY QF TAGINA REACH.
Date: October 21,2003 By: Tomi Senu
Date: Octobe 21, 2003 You shacking,
City Clerk
-
TAGINA PLAYHOUSE,
Date: Noventer 10, 2003 By:
Ninenhe 10, 2003 By stewith
Date:
EXHIBIT « A "
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PARCEL I: LAGUNA BEACH PLAYHOUSE SITE LEASE
BEGINNING AT THE MOST SOUTHERLY CORNER OF THE LAND CONVEYED TO THE CITY PAGE 381, OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA; AND THENCE RUNNING NORTH 66°41' 00" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LAND AND ALONG ITS NORTHWESTERLY EXTENSION A DISTANCE OF 195.00 FEET: THENCE WERE 0 EAT TE TREE SANA391300 ETE THENCE
NORTH 23°19' 00" EAST 81.00 FEET: THENCE SOUTH S0° 94' 00" EAST 34.20 FEET: THENCE 00 < 11A 54458120555T, SHEVER NORTHAN FASTS AFFECHENGEr SOUTH 60°30' 00" EAST 18 FEET. MORE OR LESS. TO THE WESTERLY LINE OF LAGUNA
CANYON ROAD, AS LAID OUT AND PAVED BY THE ORANGE COUNTY HIGHWAY COMMISSION IN 1914; THENCE SOUTHERLY ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING.
BEGINNING AT THE MOST SOUTHERLY CORNER OF THAT LAND CONVEYED TO THE CITY OF LAGUNA BEACH BY DEED RECORDED APRIL 27, 1961 IN BOOK 5704, PAGE 381, OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 664Г 00" WEST 195.00 THENCE NORTH 5°19' 00" EAST 46.00 FEET; THENCE NORTH 24°19' 00" EAST 66.00 FEET; THENCE NORTH 39°56' 00" EAST 19.00 FEET; THENCE SOUTH 50°04' 00" EAST 126.00 FEET; THENCE SOUTH 67°30' 00" EAST 36.00 FEET; THENCE SOUTH 7°30' 00" EAST 18.39 FEET; THENCE SOUTH 60°30' 00" EAST 22.10 FEET, MORE OR LESS, TO A POINT LYING NORTH 60°30'00* WEST 18.00 FEET DISTANT FROM THE WESTERLY LINE OF LAGUNA
CANYON ROAD, AS LAID OUT AND PAVED BY THE ORANGE COUNTY HIGHWAY SOUTH 23°19 00° WEST 19.00 FEET TO THE TRUE POINT OF BEGINNING.
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