RENTAL AGREEMENT
By and Between the
CITY OF LANCASTER
and
FIRST PUBLIC HYDROGEN
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TABLE OF CONTENTS
Page
1. SUBJECT OF RENTAL AGREEMENT; DEFINITIONS...... Error! Bookmark not defined.
1.1 Definitions ................................................................... Error! Bookmark not defined.
2. RENTAL AGREEMENT......................................................... Error! Bookmark not defined.
3. RENTAL AGREEMENT TERM. ........................................... Error! Bookmark not defined.
3.1 Extensions.................................................................... Error! Bookmark not defined.
4. USE OF THE PROPERTY. ..................................................... Error! Bookmark not defined.
4.1 Use of the City Parcel .................................................. Error! Bookmark not defined.
4.2 Improvements .............................................................. Error! Bookmark not defined.
4.3 Management................................................................. Error! Bookmark not defined.
4.4 Only Limited Uses Permitted ...................................... Error! Bookmark not defined.
5. RENT AND COMMUNITY PARTNERSHIP........................ Error! Bookmark not defined.
5.1 Net Lease ..................................................................... Error! Bookmark not defined.
5.2 Rent.............................................................................. Error! Bookmark not defined.
5.3 Payment of Rent........................................................... Error! Bookmark not defined.
6. UTILITIES AND TAXES........................................................ Error! Bookmark not defined.
6.1 Utilities......................................................................... Error! Bookmark not defined.
6.2 Real Estate Taxes......................................................... Error! Bookmark not defined.
6.3 Personal Property......................................................... Error! Bookmark not defined.
6.4 Possessory Interest....................................................... Error! Bookmark not defined.
7. OWNERSHIP OF IMPROVEMENTS, FIXTURES AND FURNISHINGS. Error! Bookmark not defined.
7.1 Ownership During Term.............................................. Error! Bookmark not defined.
7.2 Ownership at Termination ........................................... Error! Bookmark not defined.
8. MECHANICS LIENS; FAITHFUL PERFORMANCE .......... Error! Bookmark not defined.
9. MAINTENANCE AND REPAIR............................................ Error! Bookmark not defined.
10. ENVIRONMENTAL MATTERS............................................ Error! Bookmark not defined.
10.1 Assumption of Responsibility and Liabilities.............. Error! Bookmark not defined.
10.2 Indemnification; Tenant’s Indemnity .......................... Error! Bookmark not defined.
10.3 Duty to Prevent Hazardous Material Contamination... Error! Bookmark not defined.
10.4 Obligation of Tenant to Remediate Premises. ............. Error! Bookmark not defined.
10.5 Storage or Handling of Hazardous Materials .............. Error! Bookmark not defined.
10.6 Environmental Inquiries .............................................. Error! Bookmark not defined.
11. ALTERATION OF IMPROVEMENTS. ................................. Error! Bookmark not defined.
12. DAMAGE OR DESTRUCTION. ............................................ Error! Bookmark not defined.
12.1 Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance......................................................................Error! Bookmark not defined.
12.2 Continued Operations .................................................. Error! Bookmark not defined.
12.3 Damage or Destruction Due to Cause Not Required to be Covered by Insurance......................................................................Error! Bookmark not defined.
13. SALE, ASSIGNMENT, SUBLEASE OR OTHER TRANSFER. Error! Bookmark not defined.
14. INDEMNITY. .......................................................................... Error! Bookmark not defined.
15. INSURANCE. .......................................................................... Error! Bookmark not defined.
15.1 Insurance to be Provided by Tenant ............................ Error! Bookmark not defined.
15.2 Definition of “Full Insurable Value” ........................... Error! Bookmark not defined.
15.3 General Insurance Provisions. ..................................... Error! Bookmark not defined.
15.4 Failure to Maintain Insurance ...................................... Error! Bookmark not defined.
TABLE OF CONTENTS
(Continued)
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15.5 Insurance Proceeds Resulting from Loss or Damage to Improvements Error! Bookmark not defined.
16. EMINENT DOMAIN............................................................... Error! Bookmark not defined.
17. OBLIGATION TO REFRAIN FROM DISCRIMINATION. . Error! Bookmark not defined.
18. NONDISCRIMINATION IN EMPLOYMENT. ..................... Error! Bookmark not defined.
19. NO RELOCATION BENEFITS; NO PAYMENTS RE LOSS OF GOODWILL. Error! Bookmark not defined.
20. COMPLIANCE WITH LAW; PREVAILING WAGES. ........ Error! Bookmark not defined.
21. ENTRY AND INSPECTION................................................... Error! Bookmark not defined.
22. RIGHT TO MAINTAIN. ......................................................... Error! Bookmark not defined.
23. EVENTS OF DEFAULT AND REMEDIES........................... Error! Bookmark not defined.
23.1 Events of Default by Tenant ........................................ Error! Bookmark not defined.
23.2 Remedies of City. ........................................................ Error! Bookmark not defined.
23.3 Right of City in the Event of Termination of Rental Agreement Error! Bookmark not defined.
23.4 Rights and Remedies are Cumulative.......................... Error! Bookmark not defined.
24. MISCELLANEOUS................................................................. Error! Bookmark not defined.
24.1 Governing Law; Interpretation .................................... Error! Bookmark not defined.
24.2 Legal Actions............................................................... Error! Bookmark not defined.
24.3 Acceptance of Service of Process................................ Error! Bookmark not defined.
24.4 Attorneys’ Fees and Court Costs ................................. Error! Bookmark not defined.
24.5 Interest ......................................................................... Error! Bookmark not defined.
24.6 Notices ......................................................................... Error! Bookmark not defined.
24.7 Time is of the Essence ................................................. Error! Bookmark not defined.
24.8 Non-Merger of Fee and Leasehold Estates.................. Error! Bookmark not defined.
24.9 Holding Over ............................................................... Error! Bookmark not defined.
24.10 Conflict of Interest. ...................................................... Error! Bookmark not defined.
24.11 Non-Liability of City Officials and Employees........... Error! Bookmark not defined.
24.12 Relationship ................................................................. Error! Bookmark not defined.
24.13 Waivers and Amendments ........................................... Error! Bookmark not defined.
24.14 Entire Agreement; Duplicate Originals; Counterparts; Electronic Execution Error! Bookmark not defined.
24.15 Severability. ................................................................. Error! Bookmark not defined.
24.16 Terminology................................................................. Error! Bookmark not defined.
24.17 Binding Effect.............................................................. Error! Bookmark not defined.
24.18 Force Majeure .............................................................. Error! Bookmark not defined.
24.19 Quiet Enjoyment .......................................................... Error! Bookmark not defined.
24.20 City Approvals and Actions......................................... Error! Bookmark not defined.
24.21 No Third Parties Benefited. ......................................... Error! Bookmark not defined.
24.22 Levine Act Disclosure ................................................. Error! Bookmark not defined.
EXHIBITS
Exhibit A City Parcel Map.........................................................................................................A-1 Exhibit B City Parcel Legal Description....................................................................................B-1 Exhibit C List of City Repairs....................................................................................................C-1 1 RENTAL AGREEMENT
This RENTAL AGREEMENT (the “Rental Agreement”) is made as of ___________, 2025 (the “Date of Agreement”) by and between the CITY OF LANCASTER, a municipal corporation and charter city (the “City” or “Landlord”), and FIRST PUBLIC HYDROGEN, a California joint powers authority (the “Tenant”).
1. SUBJECT OF RENTAL AGREEMENT; DEFINITIONS.
Beneficial ownership of that certain property described in Exhibit “B” hereto (the “City Parcel”) is currently held by the City. The City intends to permanently dispose of all interests in the City Parcel upon achieving an agreement with a private entity for the purchase of the City Parcel on terms that are reflective of market conditions and beneficial for taxing agencies applicable to the territory that includes the City Property. To date, the City has not received any written offer for the purchase of the City Property that is reasonable and adequate. For an interim period, the City is prepared to rent the City Property to Tenant on the terms and conditions set forth in this Rental Agreement. The rental of the City Parcel for a limited period of time pursuant to this Rental Agreement will benefit the City by furthering Lancaster’s renewable energy goals, by providing for the maintenance of the City Parcel by a private party without cost to the City, and by enhancing the operation of an existing asset which is presently underutilized. The availability of the City Parcel to the Tenant hereunder is also beneficial to the Tenant.
1.1 Definitions:
“City” means the City of Lancaster, a California charter city and municipal corporation. “City Manager” means the City Manager of the City or his or her designee. “City Parcel” means that certain property described in Exhibit “B” hereto. “City Parcel Improvements” means those improvements which are situated on the City Parcel as of the Date of Agreement.
“City Parcel Legal Description” means the description of the City Parcel which is attached hereto as Exhibit “B” and incorporated herein.
“City Parcel Map” means the map of the City Parcel which is attached hereto as Exhibit “A” and incorporated herein.
“Commencement Date” means July 1, 2025.
“Conforming Business Activities” means the generation of renewable energy research and development, and production, and supporting office uses to the City Parcel. “Conforming Energy Facility” means all Improvements made by Tenant in, on or to the City Parcel which is specifically related to the generation of renewable energy, including without limitation, the installation of hydrogen and ammonia power production equipment and hydrogen fueling station, but excluding other Improvements which are of a general nature such as office 2 improvements, improvements to the existing buildings to restore or renovate restrooms and conference rooms, or to improve the parking lot and landscaping of the City Parcel. “Countable Amounts” means an amount or amounts equal to the lesser of (i) the actual cost paid by Tenant to unrelated third parties in connection with the construction of Countable Improvements as demonstrated to the reasonable satisfaction of the City Manager, or (ii) the reasonable value of the Countable Improvements as reasonably determined by the City Manager after consultation with Tenant.
“Countable Improvements” means improvements to the City Parcel and public improvements, if any, undertaken by Tenant after having been authorized by the City Manager and which benefit the City Parcel, provided that: (i) such improvements shall have received the prior written approval of the City Manager before such improvements are undertaken; and (ii) the Countable Improvements shall be completed in conformity with all applicable Governmental Requirements, including without limitation the payment of all applicable fees and the obtaining of all applicable permits.
“County” shall mean the County of Los Angeles, California. “Default” means the failure of a party to perform any action or covenant required by this Rental Agreement within the time periods provided herein following any applicable notice and opportunity to cure period, as may be set forth herein. “Governmental Requirements” means all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the City Parcel is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Tenant or the City Parcel. “Hazardous Material” or “Hazardous Materials” means and include any substance, material, or waste which is or becomes regulated by any local governmental authority, including the County, the Regional Water Quality Control Board, the State of California, or the United States Government, including, but not limited to, any material or substance which is: (i) defined as a “hazardous waste,” “acutely hazardous waste,” “restricted hazardous waste,” or “extremely hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter Presley Tanner Hazardous Substance Account Act); (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) asbestos and/or asbestos containing materials; (vii) lead based paint or any lead based or lead products; (viii) polychlorinated biphenyls, (ix) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317); (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903); (xi) Methyl tertiary Butyl Ether; (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C. Section 9601); (xiii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by 3 any Governmental Requirements either requires special handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as “hazardous” or harmful to the environment; and/or (xiv) lead based paint pursuant to and defined in the Lead Based Paint Poisoning Prevention Act, Title X of the 1992 Housing and Community Development Act, 42 U.S.C. § 4800, et seq., specifically §§ 4821–4846, and the implementing regulations thereto.
Notwithstanding the foregoing, “Hazardous Materials” shall not include such products in quantities below attainment levels identified in one or more of the enactments identified above as Governmental Requirements, including those products and amounts as are customarily used in the construction, maintenance, rehabilitation, management, operation and residence of residential or commercial developments or associated buildings and grounds, or typically used in residential or office activities in a manner typical of other comparable residential or commercial developments, such as cleaning or office supplies, or substances commonly ingested by a significant population living within the Development, including without limitation alcohol, aspirin, tobacco and saccharine. “Hazardous Materials Contamination” means the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in, or under the Site by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the Date of Agreement) emanating from the City Parcel. “Improvements” means any improvements to realty, including, without limitation, the existing facilities as located on the City Parcel plus Countable Improvements. “Notice” means a notice in the form prescribed by Section 24.6. “Rental Agreement” means this Rental Agreement.
“Rental Agreement Year” means the period commencing as of Commencement Date and ending as of June 30, 2026, then, if applicable, each 365-day period thereafter during the Term of this Rental Agreement.
“Term” or “Term of the City Rental Agreement” means the period commencing as of the Commencement Date of this Rental Agreement and ending as of June 30, 2026; provided that such initial term is subject to annual renewal (in one year increments) as provided in Section 3 hereof for a period of up to five (5) additional Rental Agreement Years (ending no later than June 30, 2030).
2. RENTAL AGREEMENT.
City, for and in consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of Tenant to be paid, kept, performed and observed by Tenant, hereby rents to Tenant, and Tenant hereby rents from City, the City Parcel. Except as expressly provided to the contrary in this Rental Agreement, reference to the City Parcel is to the described land, inclusive of all City Parcel Improvements now or hereafter located on the land. City represents that it owns the City Parcel and has authority to enter into this Rental Agreement with Tenant.
3. RENTAL AGREEMENT TERM.
Tenant rents the City Parcel from City and City rents the City Parcel to Tenant for the Term, which shall be that period commencing as of the date first above written and ending as of June 30, 4 2026; provided that Tenant may request annual extensions as provided in Section 3.1 hereof. The Term is subject to earlier termination as provided for herein. “Property” is used herein to refer to the leasehold interest in the City Parcel provided to Tenant by this Rental Agreement.
3.1 Extensions. Tenant may exercise, within sixty (60) days prior to the expiration date then in effect, an annual extension up to five (5) times (to be requested one Rental Agreement Year at a time). Tenant’s exercise of each annual extension shall be subject to Tenant not then being in default hereunder beyond any applicable notice and cure period. The Base Rent during each annual extension shall be fair market value (assuming the City Parcel is vacant land despite the existence of any City Parcel Improvements then existing on the City Parcel) as agreed by the Parties or, if the Parties cannot reach agreement as determined by a Qualified Broker pursuant to Section 16(g) hereof (“Fair Market Value”). Tenant shall exercise each annual extension in writing, reference this Section 3 of this Rental Agreement, and such writing must be received at least sixty (60), but not more than one hundred eighty (180), days prior to the end of the Rental Agreement Year then in effect. Within fifteen (15) business days of Tenant’s exercise of each annual extension and the parties’ determination of the Fair Market Value, City shall prepare and send to Tenant an amendment to this Rental Agreement which sets forth the extension Term and the Fair Market Value, provided that the execution of such amendment is not a condition to such extension.
4. USE OF THE PROPERTY.
4.1 Use of the City Parcel. Tenant covenants and agrees for itself, its successors and assigns, that during the Term, the Tenant shall operate and use the City Parcel solely for operation of a Conforming Energy Facility and office uses related thereto and shall conduct only Conforming Business Activities on the Site for so long as this Rental Agreement remains in effect. Uses shall additionally conform to all applicable laws, and the Property and the Improvements shall be devoted to those uses as set forth in the Rental Agreement.
4.2 Improvements. Tenant shall be responsible for all Improvements required to operate a Conforming Energy Facility and office uses related thereto on the site, including but not limited to maintenance and upkeep of the Improvements in keeping with the City of Lancaster Municipal Code throughout the Term. Prior to construction of any new Improvements, Tenant shall apply for and obtain all necessary permits and shall pay all fees associated therewith, and shall thereafter complete such Improvements, provided that the approval of Landlord is first obtained under this Rental Agreement, which approval may be granted, conditionally granted, or refused at the sole discretion of Landlord. The City Manager is authorized to make determinations on behalf of Landlord under this Section 4.
4.3 Management. Tenant shall manage or cause the Property and the Improvements to be managed in a prudent and business-like manner.
For purposes of this Rental Agreement, the term “Mismanagement” shall mean management of the Improvements in a manner which violates the terms of this Rental Agreement to operate Conforming Business Uses on the City Parcel, and shall include, but is not limited to, the following:
Failing to timely maintain the Improvements in accordance with this Rental Agreement; 5 Conduct of uses on the City Parcel that are other than Conforming Business Activities; and Repeatedly failing to fully cooperate with the Los Angeles County Sheriff’s Office and/or Lancaster Police Department in maintaining a crime free environment on the City Parcel.
Notwithstanding the above, Tenant shall use its best efforts to correct any defects in management at the earliest feasible time. The foregoing portion of this Section 4.3 is in addition to and does not limit the City’s rights of termination or to pursue remedies under this Rental Agreement.
4.4 Only Limited Uses Permitted. Tenant shall not use the City Parcel or the Improvements for any purpose that is in violation of any law, ordinance or regulation of any federal, state, county or local governmental agency, body or entity or for any use other than Conforming Business Activities and office uses related thereto. Furthermore, Tenant shall not maintain or commit any nuisance or unlawful conduct (as now or hereafter defined by any applicable statutory or decisional law) on the City Parcel or the Improvements, or any part thereof.
5. RENT AND COMMUNITY PARTNERSHIP.
5.1 Net Lease. It is the intent of the parties hereto that the rent provided herein shall be absolutely net to City and that Tenant shall pay all costs, taxes, charges, and expenses of every kind and nature against the City Parcel and the Improvements which may arise or become due during the Term, and which, except for execution hereof, would or could have been payable by City.
5.2 Rent. As of the first day of each Rental Agreement Year during the Term, Tenant agrees to pay rent (the “Base Rent”) of Two Thousand Dollars ($2,000) per month, which shall be payable on the first day of each month that this Rental Agreement remains in effect.
5.3 Payment of Rent. All Base Rent that becomes due and payable pursuant to this Rental Agreement shall be paid to City at the address of City listed in Section 24.6 or such other place as City may from time to time designate by written notice to the Tenant without notice or demand, and without setoff, counterclaim, abatement, deferment, suspension or deduction.
6. UTILITIES AND TAXES.
6.1 Utilities. Tenant shall pay or cause to be paid all common area charges for gas, electricity, water, sewer, garbage collection, cable television, and other utilities furnished to the City Parcel and the City Parcel Improvements and all sewer use charges, hookup or similar charges or assessments for utilities levied against the City Parcel and the City Parcel Improvements for any period included within the Term. Utilities shall be separately metered and Tenant shall pay City’s utility user taxes.
6.2 Real Estate Taxes.
(a) As used herein, the term “real estate taxes” shall mean all real estate taxes, municipal or county water and sewer rates and charges, or any other assessments or taxes, which shall be levied against the City Parcel or the City Parcel Improvements, or any interest therein, and which become a lien thereon and accrue during the Term. 6 (b) Any real estate taxes which are payable by Tenant hereunder shall be prorated between City and Tenant as of the Commencement Date and then again at the expiration or earlier termination of the Term.
(c) Tenant shall have the right to contest the amount or validity of any real estate taxes, in whole or in part, by appropriate administrative and legal proceedings, without any costs or expense to City, and Tenant may postpone payment of any such contested real estate taxes pending the prosecution of such proceedings and any appeals so long as such proceedings shall not operate to prevent the collection of such real estate taxes and the sale of the City Parcel and any City Parcel Improvements to satisfy any lien arising out of the nonpayment of the same.
(d) Tenant shall have the right to apply for and may obtain any exemption(s) as may be applicable as to real estate taxes.
6.3 Personal Property. Tenant covenants and agrees to pay before delinquency all personal property taxes, assessments and liens of every kind and nature upon all personal property as may be owned by Tenant and from time to time situated within the City Parcel and any City Parcel Improvements.
6.4 Possessory Interest. The parties acknowledge that whether any property taxes apply by virtue of this Rental Agreement is within the purview of the Los Angeles County Assessor. If any such assessment is made as to the leasehold interest of Tenant or otherwise as a result of this Rental Agreement, any resulting taxes and assessments shall be paid by Tenant promptly and prior to delinquency.
7. OWNERSHIP OF IMPROVEMENTS, FIXTURES AND FURNISHINGS.
7.1 Ownership During Term. All Improvements to existing structures constructed on the City Parcel by Tenant as permitted by this Rental Agreement shall, during the Term, be and remain the property of Landlord, subject to Tenant’s leasehold interest pursuant to this Lease.
Tenant shall have no right to waste the City Parcel Improvements, or to destroy, demolish or remove the City Parcel Improvements; and further, Tenant’s rights and powers with respect to the City Parcel Improvements are subject to the terms and limitations of this Rental Agreement. City and Tenant covenant for themselves and all persons claiming under or through them that the Improvements are real property.
7.2 Ownership at Termination. Upon termination of this Rental Agreement, whether by expiration of the Term or otherwise, all Improvements, fixtures and furnishings shall, without compensation to Tenant, remain City’s property, free and clear of all liens, encumbrances, and claims to or against them by Tenant or any third person, firm or entity, including but not limited to any mortgagee or lender, unless otherwise approved by City in writing at its discretion. At the option of the City, upon not less than ninety (90) days prior written notice, the City may require the Tenant to demolish and remove any Improvements which are solely related to the Conforming Energy Facility, such as equipment and improvements that were installed for hydrogen and ammonia power production equipment, made or altered by Tenant to the City Parcel, but Tenant shall not be responsible for demolishing or removing any general improvements made to the City Parcel, such as offices, kitchens, landscaping. 7 8. MECHANICS LIENS; FAITHFUL PERFORMANCE.
Tenant shall not suffer or permit any mechanics’ or materialmen’s liens to be enforced against the fee simple estate in reversion of City as to the City Parcel and City Parcel Improvements, nor against Tenant’s leasehold interest therein by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant or anyone holding the City Parcel and the Improvements, or any part thereof, through or under Tenant, and Tenant agrees to defend, indemnify, and hold City and its respective officers, officials, employees, agents, and representatives, harmless against such liens. If any such lien shall at any time be filed against the City Parcel or any City Parcel Improvements, Tenant shall, within thirty (30) days after notice to Tenant of the filing thereof, cause the same to be discharged of record; provided, however, that Tenant shall have the right to contest the amount or validity, in whole or in part, of any such lien by appropriate proceedings but in such event, Tenant shall notify City and promptly bond such lien in the manner authorized by law with a responsible surety company qualified to do business in the State of California or provide other security acceptable to City. Tenant shall prosecute such proceedings with due diligence. Nothing in this Rental Agreement shall be deemed to be, nor shall be construed in any way to constitute, the consent or request of City, express or implied, by inference or otherwise, to any person, firm or limited partnership for the performance of any labor or the furnishing of any materials for any construction, rebuilding, alteration or repair of or to the City Parcel, the City Parcel Improvements, or any part thereof. Prior to commencement of construction of the Improvements on the City Parcel, or any repair or alteration thereto having a cost in excess of Five Thousand Dollars ($5,000.00), Tenant shall give City not less than ten (10) days advance notice in writing of intention to begin said activity in order that nonresponsibility notices may be posted and recorded as provided by State and local laws.
9. MAINTENANCE AND REPAIR.
Tenant agrees to assume full responsibility for the management, operation and maintenance of the Improvements and the City Parcel throughout the Term without expense to City, and to perform all repairs and replacements necessary to maintain and preserve the Improvements and the City Parcel in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to City and in compliance with all applicable laws. Other than the items specified on the list of City repairs that is attached hereto as Exhibit C and incorporated herein, Tenant agrees that City shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Improvements and the City Parcel. Tenant hereby waives all rights to make repairs or to cause any work to be performed at the expense of City as provided for in Section 1941 and 1942 of the California Civil Code.
The following standards shall be complied with by Tenant and its maintenance staff, contractors or subcontractors:
(1) Tenant shall maintain the Improvements, in a safe fashion suitable for the proposed use. The Tenant agrees to provide utility services, administrative services, supplies, contract services, maintenance, and management.
(2) Landscape maintenance (to the extent there is landscaping) shall include, but not be limited to: watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and optimum irrigation coverage; replacement, as 8 needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(3) Clean-up maintenance shall include, but not be limited to:
maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed- free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from Improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers.
(4) The Improvements shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of the City. (5) All maintenance work shall conform to all applicable federal and state Occupation Safety and Health Act standards and regulations for the performance of maintenance. (6) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations.
(7) Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance.
10. ENVIRONMENTAL MATTERS.
10.1 Assumption of Responsibility and Liabilities. Tenant assumes any and all responsibility and Liabilities (as defined in Section 10.2 of this Rental Agreement) for all Hazardous Materials Contamination of the City Parcel occurring during the Term of this Rental Agreement or any extension thereof; provided, however, Tenant shall not be responsible for and shall have no Liability for (i) any Hazardous Materials Contamination of the City Parcel which existed prior to the Term of this Lease, (ii) is disclosed in the Phase I Report (as defined below) or (iii) results from underground migration where the source of such migration was not caused by Tenant (collectively, exceptions (i), (ii), and (iii) to Tenant’s liability under this Section 10.1 are referred to as the (“Hazardous Materials Exceptions”). City acknowledges and agrees that Tenant will order, at its sole cost, a Phase I environmental assessment (“Phase I Report”) of the City Parcel within ten (10) business days of the date of this Rental Agreement, and a copy of such report shall be provided to City.
10.2 Indemnification; Tenant’s Indemnity. Except with respect to the Hazardous Materials Exceptions, which shall remain the liability of the City, Tenant shall save, protect, defend, indemnify and hold harmless City and its officers, officials, employees, and agents from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants’ fees, investigation and laboratory fees, reasonable attorneys’ fees and remedial and response costs) (the foregoing are hereinafter collectively referred to as “Liabilities”) which may now or in the future be incurred or suffered by City and its officers, officials, employees, or agents by reason of, resulting from, in connection with, or arising in any 9 manner whatsoever as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the City Parcel of any Hazardous Materials or Hazardous Materials Contamination which first occurs after the Commencement Date and during the Term, including any Liabilities incurred under any Governmental Requirements relating to such Hazardous Materials or Hazardous Materials Contamination. Tenant’s obligations under this Section 10.2 shall survive the expiration of this Rental Agreement and shall not merge with any grant deed, special warranty deed or quitclaim deed.
10.3 Duty to Prevent Hazardous Material Contamination. Tenant shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment.
Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Tenant shall install and utilize such equipment and implement and adhere to such procedures as are consistent with the standards generally applied by projects similar to the City Parcel in Los Angeles County, California with respect to the disclosure, storage, use, removal, and disposal of Hazardous Materials.
10.4 Obligation of Tenant to Remediate Premises. Notwithstanding the obligation of Tenant to indemnify City pursuant to Section 10.2 of this Rental Agreement, except with respect to the Hazardous Materials Exceptions which shall remain the liability of the City, Tenant shall, at its sole cost and expense, promptly take (i) all actions required by any federal, state, regional, or local governmental agency or political subdivision or any Governmental Requirements and (ii) all actions necessary to make full economic use of the City Parcel for the purposes described in this Rental Agreement, which requirements or necessity arise from the presence upon, about or beneath the City Parcel of any Hazardous Materials or Hazardous Materials Contamination which may first exist in or on the City Parcel during the Term of this Rental Agreement. Such actions shall include, but not be limited to, the investigation of the environmental condition of the City Parcel, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work, and Tenant shall take all actions necessary to promptly restore the City Parcel to an environmentally sound condition for the uses contemplated by this Rental Agreement notwithstanding any lesser standard of remediation allowable under applicable Governmental Requirements.
10.5 Storage or Handling of Hazardous Materials. Tenant, at its sole cost and expense, shall comply with all Governmental Requirements for its storage, use, transportation, handling and disposal of Hazardous Materials on or about the City Parcel. In the event Tenant does store, use, transport, handle or dispose of any Hazardous Materials, Tenant shall notify City in writing at least ten (10) days prior to their first appearance on the City Parcel and Tenant’s failure to do so shall constitute a material default under this Rental Agreement. Except with respect to the Hazardous Materials Exceptions which shall remain the liability of the City, Tenant shall conduct all monitoring activities required or prescribed by applicable Governmental Requirements, and shall, at its sole cost and expense, comply with all posting requirements of Proposition 65 or any other similarly enacted Governmental Requirements. In addition, in the event of any complaint or governmental inquiry, or if otherwise deemed necessary by City in its reasonable judgment, City may require Tenant, at Tenant’s sole cost and expense, to conduct specific monitoring or testing activities with respect to Hazardous Materials on the City Parcel. Tenant’s monitoring programs shall be in compliance with applicable Governmental Requirements, and any program related to the specific monitoring of or testing for Hazardous Materials on the City Parcel, shall be satisfactory to City, in City’s reasonable discretion. Except with respect to the Hazardous Materials Exceptions which shall remain the liability of the City, Tenant shall further be solely 10 responsible, and shall reimburse City, for all costs and expenses incurred by City arising out of or connected with the removal, clean-up and/or restoration work and materials necessary to return the City Parcel and any property adjacent to the City Parcel affected by Hazardous Materials emanating from the City Parcel to their condition existing at the time of the commencement of the Term. Tenant’s obligations hereunder shall survive the termination of this Rental Agreement and shall not merge with any grant deed.
10.6 Environmental Inquiries. Tenant shall notify City, and provide to City a copy or copies, of the following environmental permits, disclosures, applications, entitlements or inquiries relating to the City Parcel: (i) notices of violation; (ii) notices to comply; (iii) citations; (iv) inquiries; (v) clean-up or abatement orders; (vi) cease and desist orders; (vii) reports filed pursuant to self-reporting requirements; and/or (viii) reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks. Tenant shall report to City, as soon as possible after each incident, any unusual, potentially important incident involving Hazardous Materials.
In the event of a release of any Hazardous Materials into the environment arising from, occurring on or pertaining to the City Parcel during the Term, Tenant shall, as soon as possible after the release, furnish to City a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of City, Tenant shall furnish to City a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the City Parcel including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential.
11. ALTERATION OF IMPROVEMENTS.
Tenant shall not make or permit to be made any further material structural alteration of, structural addition to or change to any City Parcel Improvements within the public right of way, or change to any of the Improvements (which shall be deemed to be material if the cost or value of such structural alteration(s) or structural addition(s) exceeds $100,000 per project) without the prior written approval of the City Manager, nor demolish all or any material part of the Improvements without the prior written consent of the City Manager; provided, however, that the foregoing shall not prohibit or restrict the repair and/or replacement of the City Parcel Improvements by Tenant in accordance with Section 9 hereof. In requesting such consent Tenant shall submit to City detailed plans and specifications of the proposed work and an explanation of the need and reasons therefor.
City shall cooperate with Tenant, at no expense to City, in obtaining any governmental permits required for the proposed work.
This provision shall not limit or set aside any obligation of Tenant under this Rental Agreement to maintain the Improvements and the City Parcel in a clean and safe condition, including structural repair and restoration of damaged Improvements. City shall not be obligated by this Rental Agreement to make any improvements to the City Parcel or to assume any expense therefor.
Tenant shall not commit or suffer to be committed any waste or impairment of the City Parcel or the City Parcel Improvements, or any part thereof, except as otherwise permitted pursuant to this Rental Agreement. Tenant agrees to keep the City Parcel and the Improvements clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner satisfactory to City.
11 12. DAMAGE OR DESTRUCTION.
12.1 Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance. Subject to Section 12.3 below, if the Improvements shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty required to be insured against by Tenant, Tenant (i) may either terminate this Rental Agreement and, at City’s option, demolish and remove any remaining Improvements made or altered by Tenant which are not salvageable or which are solely related to the Conforming Energy Facility, such as equipment related to hydrogen power production equipment, or (ii) may promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Improvements to substantially the same condition as the Improvements are required to be maintained in pursuant to this Rental Agreement, whether or not the insurance proceeds are sufficient to cover the actual cost of repair, replacement, or restoration, and Tenant shall complete the same as soon as possible thereafter so that the Improvements can continue to be operated and occupied in accordance with the Rental Agreement. Subject to Section 24.18 (force majeure), in no event shall the repair, replacement, or restoration period exceed 270 days from the date Tenant obtains insurance proceeds unless the City Manager, in his or her reasonable discretion, approves a longer period of time. City shall cooperate with Tenant, at no expense to City, in obtaining any governmental permits required for the repair, replacement, or restoration.
If Tenant elects to repair or replace the Improvements, the City and Tenant shall extend the Term of this Rental Agreement at the then-existing Fair Market Value so that Tenant has at least three full years of Term after completion of the repairs and replacements. If, however, the then- existing laws of any other governmental agencies with jurisdiction over the City Parcel do not permit the repair, replacement, or restoration or Tenant has elected to not repair the Improvements and to terminate this Rental Agreement, Tenant may elect not to repair, replace, or restore the Improvements by giving notice to City (in which event all insurance proceeds shall be paid to City and Tenant on a pro-rata basis based upon the value of the City Parcel Improvements and the Countable Improvements, respectively and Tenant shall be required to remove all debris from the City Parcel) or Tenant may reconstruct such other improvements on the City Parcel as are consistent with applicable land use regulations and approved by the City, the City, and the other governmental agency or agencies with jurisdiction. In the event Tenant elects not to repair, replace, or restore and gives City notice of such election as provided herein, this Rental Agreement shall terminate.
12.2 Continued Operations. During any period of repair, (i) Tenant shall continue, or cause the continuation of, the operation of the City Parcel Improvements to the extent reasonably practicable from the standpoint of prudent business management, and (ii) Rent shall be abated for any portion of the City Parcel which is not usable by Tenant.
12.3 Damage or Destruction Due to Cause Not Required to be Covered by Insurance. If the City Parcel Improvements are completely destroyed or substantially damaged by a casualty for which Tenant is not required to (and has not) insured against, then Tenant shall not be required to repair, replace, or restore such Improvements and may elect not to do so by providing City with written notice of election not to repair, replace, or restore within ninety (90) days after such substantial damage or destruction. In such event, Tenant shall remove all debris from the City Parcel. As used in this Section 12.3, “substantial damage” caused by a casualty not required to be (and not) covered by insurance shall mean damage or destruction which is twenty- five percent (25%) or more of the replacement cost of the Improvements comprising the City 12 Parcel Improvements. In the event Tenant does not timely elect not to repair, replace, or restore the City Parcel Improvements as set forth in the first sentence of this Section 12.3, Tenant shall be conclusively deemed to have waived its right not to repair, replace, or restore the City Parcel Improvements and thereafter Tenant shall promptly commence and complete the repair, replacement, or restoration of the damaged or destroyed Improvements in accordance with Section 12.1 above and continue operation of the City Parcel Improvements during the period of repair (if practicable) in accordance with Section 12.2 above. In the event Tenant elects not to repair, replace, or restore, and gives City notice of such election as provided herein, this Rental Agreement shall terminate. If Tenant elects to repair or replace the Improvements, the City and Tenant shall extend the Term of this Rental Agreement at the then-existing Fair Market Value so that Tenant has at least three full years of Term after completion of the repairs and replacements.
13. SALE, ASSIGNMENT, SUBLEASE OR OTHER TRANSFER.
Except for the grant of an easement or license to the City, Tenant shall not sell, assign, sublease, or otherwise transfer this Rental Agreement or any right therein, nor make any total or partial sale, assignment, sublease, or transfer in any other mode or form of the whole or any part of the City Parcel or the City Parcel Improvements (each of which events is referred to in this Rental Agreement as an “Assignment”), without (a) prior written approval of City; and (b) applying all proceeds therefrom to the repayment of that certain Promissory Note by and between the City and Tenant dated January 30, 2025. By its approval of this Rental Agreement the City Council of the City herby expressly delegates authority to approve any Assignment request to its City Manager.
The term “Assignment” shall be deemed to include (without limitation) all refinancing thereof and any other loans approved by City. Any purported Assignment without the prior written consent of City shall be null and void and shall confer no rights whatsoever upon any purported assignee or transferee.
Notwithstanding any other provision of this Rental Agreement to the contrary, the City shall not unreasonably withhold its approval of an Assignment of this Rental Agreement or conveyance of the City Parcel or City Parcel Improvements, or any part thereof, in connection with any transfers to an entity or entities in which Tenant retains a minimum of fifty-one percent (51%) of the ownership or beneficial interest and retains management and control of the transferee entity or entities; provided that in the event of a proposed assignment by Tenant under the preceding portion of this paragraph, Tenant agrees that at least thirty (30) days prior to such Assignment it shall give written notice to City including a request for approval of such Assignment and satisfactory evidence that the assignee has assumed the obligations of this Rental Agreement.
Notwithstanding any provision in this Section 13 to the contrary, in no event shall Tenant make any Assignment which would or could be effective beyond the Term without the prior consent of the City Manager, which approval may be granted, conditionally granted, or refused at the reasonable discretion of the City Manager.
14. INDEMNITY.
During the Term, Tenant agrees that City and its agents, officers, representatives and employees, shall not be liable for any claims, liabilities, penalties, fines or for any damage to the goods, properties or effects of Tenant, its sublessees or representatives, agents, employees, guests, licensees, invitees, patrons or clientele or of any other person whomsoever, nor for personal injuries to, or deaths of any persons, whether caused by or resulting from any act or omission of Tenant or its 13 sublessees or any other person on or about the City Parcel and the Improvements, or in connection with the operation thereof, or from any defect in the City Parcel or the Improvements, or from any displacement of tenants or liability for relocation assistance pursuant to Government Code Section 7260, et seq., due to the acts of Tenant hereunder; except for any claims, liabilities, penalties, fines, damages or injuries resulting from or caused by City’s negligence or willful misconduct.
Tenant agrees to indemnify and save free and harmless City and its authorized agents, officers, representatives and employees against any and all claims, actions, damages, liability (including reasonable expenses and attorneys’ fees) concerning loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the City Parcel and/or the Improvements or the occupancy or use by Tenant of the City Parcel and/or the Improvements or any part thereof, or arising from or out of Tenant’s failure to comply with any provision of this Rental Agreement or otherwise occasioned wholly or in part by any act or omission of Tenant, its agents, representatives, contractors, employees, servants, customers or licensees; except for any claims, liabilities, penalties, fines, damages or injuries resulting from or caused by City’s negligence or willful misconduct.
15. INSURANCE.
15.1 Insurance to be Provided by Tenant. During the Term, Tenant, at its sole cost and expense, shall:
(a) Maintain or cause to be maintained a policy or policies of insurance against loss or damage to the Improvements of all property of an insurable nature located upon the City Parcel, resulting from fire, lightning, vandalism, malicious mischief, and such other perils ordinarily included in extended coverage fire insurance and casualty loss policies. (b) Maintain or cause to be maintained, comprehensive general liability insurance with respect to the City Parcel and the Improvements and the operations of the Tenant in, on or about the City Parcel and the Improvements, including, but not limited to, owned and hired motor vehicle liability, cross liability and severability of interests, personal injury, blanket contractual, owners protective broad form property damage, and product/completed operations liability coverage in an amount not less than Two Million Dollars ($2,000,000.00), combined single limit, public liability insurance to protect against loss from liability for damages on account of personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever on or about the City Parcel and the Improvements, or in connection with the operation thereof, resulting directly or indirectly from any acts or activities of Tenant or its sublessees, or any person acting for Tenant, or under their respective control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person occurring on or about the City Parcel and the Improvements, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities of Tenant of its sublessees, or any person acting for Tenant, or under their respective control or direction. Such property damage and personal injury insurance shall also provide for and protect against incurring any legal cost in defending claims for alleged loss. The required amount of insurance shall be subject to increases as City may reasonably require from time to time, but not more frequently than once every twenty-four (24) months. In no event shall such increase or increases exceed the increase during such period in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers, Subgroup “All Items,” in the geographical area applicable to Lancaster. Tenant agrees that provisions of this paragraph as to maintenance of insurance shall not be construed as limiting in any way 14 the extent to which Tenant may be held responsible for the payment of damages to persons or property resulting from Tenant’s activities, activities of its sublessees or the activities of any other person or persons for which Tenant is otherwise responsible. (c) Maintain or cause to be maintained worker’s compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers’ compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers’ compensation insurance shall cover all persons employed by Tenant in connection with the City Parcel and the Improvements and shall cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for on behalf of any person incurring or suffering injury or death in connection with the City Parcel or the Improvements or the operation thereof by Tenant.
15.2 Definition of “Full Insurable Value”. The term “Full Insurable Value” as used in this Section 15 shall mean the actual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Improvements, including the cost of construction of the Improvements, architectural and engineering fees, and inspection and supervision. To ascertain the amount of coverage required, Tenant shall cause the Full Insurable Value to be determined from time to time by appraisal by the insurer or, if no such appraisal is available, by an appraiser mutually acceptable to City and Tenant, not less often than once every three (3) Rental Agreement Years.
15.3 General Insurance Provisions. All policies of insurance provided for in this Section 15, except for the workers’ compensation insurance, shall name Tenant as the insured and loss payee and City, including its officers, employees, agents, and representatives, as additional insureds, as their respective interests may appear. Tenant agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. Tenant agrees to submit policies of all insurance required by this Section 15 of this Rental Agreement, or certificates evidencing the existence thereof, to City on or before the effective date of this Rental Agreement, indicating full coverage of the contractual liability imposed by this Rental Agreement. At least ten (10) days prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, shall be submitted to City. All policies of insurance required of Tenant herein shall be issued by insurance companies with a general policy holder’s rating of not less than A and a financial rating of not less that Class X, as rated in the most current available “Best’s Key Rating Guide”, and which are qualified to do business in the State of California. All policies or certificates of insurance shall also: (i) provide that such policies shall not be canceled or limited in any manner without at least ten (10) days prior written notice to City; and (ii) provide that such coverage is primary and not contributing with any insurance as may be obtained by City and shall contain a waiver of subrogation for the benefit of the City and the City.
Coverage provided hereunder by Tenant shall be primary insurance and not be contributing with any insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City and the City. None of the above-described policies shall require Tenant to meet a deductible or self-insured retention amount of more than Ten Thousand Dollars ($10,000.00) unless first approved in writing by the City Manager. All policies shall be written 15 by good and solvent insurers qualified to do business in California and shall have a policyholder’s rating of A or better in the most recent edition of “Best’s Key Rating Guide -- Property and Casualty.” The required certificate shall be furnished by Tenant at the time set forth herein.
15.4 Failure to Maintain Insurance. If Tenant fails or refuses to procure or maintain insurance as required by this Rental Agreement, City shall have the right, at City’s election, and upon ten (10) days prior notice to Tenant, to procure and maintain such insurance.
The premiums paid by City shall be treated as added rent due from Tenant, to be paid on the first day of the month following the date on which the premiums were paid. City shall give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).
15.5 Insurance Proceeds Resulting from Loss or Damage to Improvements.
All proceeds of insurance with respect to loss or damage to the City Parcel Improvements during the term of this Rental Agreement shall be payable, under the provisions of the policy of insurance, to Tenant, and said proceeds shall constitute a trust fund to be used for the restoration, repair and rebuilding of the City Parcel Improvements in accordance with plans and specifications approved in writing by City if repair and restoration is elected by Tenant pursuant to Section 12 above. To the extent that such proceeds exceed the cost of such restoration, repair or rebuilding, then such proceeds shall be retained by the party that purchased the insurance.
In the event this Rental Agreement is terminated by mutual agreement of City and Tenant and said City Parcel Improvements are not restored, repaired or rebuilt, the insurance proceeds shall be jointly retained by City and Tenant and shall be applied first to any payments due under this Rental Agreement from Tenant to City, second to restore the City Parcel and City Parcel Improvements to their original condition and to a neat and clean condition, and finally any excess shall be apportioned between Tenant and City as their interests may appear. The value of each interest for the purpose of apportioning excess proceeds under this Section 15.5 shall be the fair market value of such interests immediately prior to the occurrence of the damage or destruction.
16. EMINENT DOMAIN.
In the event that the City Parcel and/or the City Parcel Improvements or any part thereof shall be taken for public purposes by any public agency other than the City by condemnation as a result of any action or proceeding in eminent domain, then, as between City and Tenant (or mortgagee, if a mortgage is then in effect), the interests of City and Tenant (or mortgagee) in the award and the effect of the taking upon this Rental Agreement shall be as follows:
(a) In the event of such taking of only a part of the City Parcel, leaving the remainder of the City Parcel in such location and in such form, shape and size as to be used effectively and practicably for the conduct thereon of the uses permitted hereunder, in the reasonable determination of Tenant, this Rental Agreement shall terminate and end as to the portion of the City Parcel so taken as of the date title to such portion vests in the condemning authority, but shall continue in full force and effect as to the portion of the City Parcel not so taken and from and after such date the rental required by this Rental Agreement to be paid by Tenant to City shall be reduced in the proportion which the number of square feet so taken bears to the total number of square feet in the City Parcel.
16 (b) In the event of taking of only a part of the City Parcel, leaving the remainder of the City Parcel in such location, or in such form, shape or reduced size as to render the same not effectively and practicably usable, for the conduct thereon of the uses permitted hereunder, in the reasonable determination of Tenant, this Rental Agreement and all right, title and interest thereunder shall terminate on the date title to the City Parcel so taken vests in the condemning authority. (c) In the event the entire City Parcel is taken, this Rental Agreement and all of the right, title and interest thereunder, shall terminate on the date title to the City Parcel so taken vests in the condemning authority.
(d) Promptly after a partial taking, at Tenant’s expense and in the manner specified in provisions of this Rental Agreement related to maintenance, repairs, alterations, Tenant shall restore the Improvements, to the extent of condemnation proceeds received by Tenant, so as to place them in a condition suitable for the uses and purposes for which the City Parcel was leased. (e) In the event of any taking under subparagraphs (a), (b) or (c) hereinabove, that portion of any award of compensation attributable to the fair market value of the City Parcel or portion thereof taken, valued as subject to this Rental Agreement, shall belong to City. That portion of any award attributable to the fair market value of Tenant’s interest in the City Parcel pursuant to this Rental Agreement shall belong to Tenant. That portion of any award attributable to the fair market value of the City Parcel Improvements or portion thereof taken shall belong to City and Tenant, as their interests may appear with any increase in the fair market value of the City Parcel Improvements resulting from Tenant’s Improvements belonging to Tenant, except that in the event of a partial taking, where the Rental Agreement remains in effect and Tenant is obligated to restore or repair the City Parcel Improvements, then Tenant shall be entitled to any portion of the award attributable to severance damages to the remaining City Parcel Improvements to the extent necessary to restore or repair the City Parcel Improvements and any remaining severance damages shall be payable to City. Said award shall be used for the restoration, repair or rebuilding of the City Parcel Improvements in accordance with plans and specifications approved in writing by City to the extent necessary to restore or repair the Improvements and any remaining severance damages shall be payable to Tenant; except that, during the last year Rental Agreement Year of the Term, any remaining severance damages shall be payable to City. The value of each interest for the purpose of apportionment under this Section 16 shall be the fair market value of such interests at the time of the taking.
(f) Notwithstanding the foregoing provisions of this Section 16, City may, in its discretion and without affecting the validity and existence of this Rental Agreement, transfer City’s interests in the City Parcel in lieu of condemnation to any authority entitled to exercise the power of eminent domain. In the event of such transfer by City, Tenant (or mortgagee if a mortgage is then in effect) and City shall retain whatever rights they may have to recover from said authority the fair market value of their respective interests in the City Parcel Improvements taken by the authority. (g) All valuations to be made pursuant to this Agreement, including, but not limited to this Section 16 shall be made by qualified, licensed real estate broker familiar with property in the Antelope Valley (“Qualified Broker”) mutually selected by City and Tenant. In the event City and Tenant cannot agree on a Qualified Broker, then each of City and Tenant shall appoint a Qualified Broker who shall together select a third Qualified Broker, which selected Qualified Broker shall determine the valuation at issue.
17 (h) The City agrees that during the Term, provided that this Rental Agreement shall remain in effect, the City shall not exercise eminent domain powers as to the City Parcel or the City Parcel Improvements.
17. OBLIGATION TO REFRAIN FROM DISCRIMINATION.
There shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the City Parcel and the Improvements, and Tenant itself or any person claiming under or through it shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees thereof or any portion thereof, or in the providing of goods, services, facilities, privileges, advantages and accommodation.
18. NONDISCRIMINATION IN EMPLOYMENT.
Tenant, for itself and its successors and assigns, agrees that during the operation of the City Parcel Improvements provided for in this Rental Agreement, and during any work of repair or replacement, Tenant shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, physical or mental disability, sexual orientation, ancestry or national origin, or on the basis of any other category or status not permitted by law.
19. NO RELOCATION BENEFITS; NO PAYMENTS RE LOSS OF GOODWILL.
Tenant agrees and acknowledges that, without regard to the time or circumstances associated with the cessation of the Term or the use of the City Parcel by Tenant, Tenant shall have no right to relocation assistance or benefits arising from the dispossession of the Tenant or such person or persons regardless of the circumstances thereof (including without limitation with respect to any Improvements made to the City Parcel). Tenant waives any rights to relocation benefits and/or relocation advisory assistance in connection with the use of the City Parcel or the cessation of use of the City Parcel. The provisions of this paragraph shall be in addition to and shall not limit the rights and remedies of Landlord as otherwise set forth in this Rental Agreement. The provisions of this Section 19 are a material part of this Lease and, but for such provisions, Landlord would not have entered into this Rental Agreement. Tenant further agrees that Tenant shall not be entitled to receive any compensation for loss of goodwill; Tenant waives any rights to such remuneration.
20. COMPLIANCE WITH LAW; PREVAILING WAGES.
Tenant agrees, at its sole cost and expense, to comply and secure compliance by all contractors and tenants of the City Parcel and in connection with the City Parcel Improvements with all the requirements now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the City Parcel and the City Parcel Improvements, and to faithfully observe and secure compliance by all contractors and tenants of the City Parcel and the City Parcel Improvements, with, in the use of the City Parcel and the City Parcel Improvements all applicable county and municipal ordinances and state and federal statutes now in force or which may hereafter be in force, and to pay before delinquency all taxes, assessments, and fees, if any, assessor levied upon Tenant or the City Parcel or the City Parcel Improvements, including the land and any 18 buildings, structures, machines, appliances or other improvements of any nature whatsoever, erected, installed or maintained by Tenant or by reason of the business or other activities of Tenant upon or in connection with the City Parcel and the City Parcel Improvements. Tenant shall use good faith efforts to prevent tenants from maintaining any nuisance or other unlawful conduct on or about the Property, and shall take such actions as are reasonably required to abate any such violations by tenants of the City Parcel and the City Parcel Improvements. The judgment of any court of competent jurisdiction, or the admission of Tenant or any sublessee or permittee in any action or proceeding against them, or any of them, whether City be a party thereto or not, that Tenant, sublessee or permittee has violated any such ordinance or statute in the use of the City Parcel or the City Parcel Improvements shall be conclusive of that fact as between City and Tenant, or such sublessee or permittee. Tenant shall comply with all applicable laws, regulations, and any applicable labor standards, all of which laws and regulations shall be deemed to be incorporated herein by reference. If Tenant makes improvements to the City Parcel, Tenant shall carry out the design, construction and operation of the Improvements in conformity with all applicable laws, including all applicable state labor standards and federal prevailing wage laws (including without limitation provisions for payment of prevailing wages in connection with all construction of the Improvements to the extent applicable), City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City Code, the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the California Building Standards Code, Health and Safety Code Section 18900, et seq. Tenant, including but not limited to its contractors and subcontractors, shall comply with Labor Code Section 1720, et seq., and its implementing regulations, regarding the payment of prevailing wages (the “State Prevailing Wage Law”) if applicable and, if applicable, federal prevailing wage law (“Federal Prevailing Wage Law” and, together with State Prevailing Wage Law, “Prevailing Wage Laws”) with regard to the construction of improvements (if any) undertaken by Tenant on the City Parcel, but only if and to the extent such sections are applicable to the construction of such improvements. Tenant shall be solely responsible for determining and effectuating compliance with any applicable Prevailing Wage Laws, and City makes no final representation as to the applicability or non-applicability of the Prevailing Wage Laws to improvements (if any) made to the City Parcel or any part thereof. To the extent Tenant makes public improvements in the public right of way, Tenant shall effect payment with the Prevailing Wage Laws. Tenant hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold City, and its officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Tenant’s acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to any Improvements to the City Parcel.
21. ENTRY AND INSPECTION.
In addition to and without limitation to such rights as the City may have as a matter of law, the City reserves and shall have the right between the hours of 8:00 a.m. and 5:00 p.m., upon twenty- four (24) hours prior notice (except in cases of emergency in which case entry may be made at any time and without notice) to Tenant by the City Manager, to enter the City Parcel and the City Parcel Improvements for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the City Parcel and the City Parcel Improvements or to inspect the operations conducted thereon. This Section 21 shall be within limitation as to the rights of City acting under its police power.
19 22. RIGHT TO MAINTAIN.
In the event that the entry or inspection by City pursuant to Section 21 hereof discloses that the City Parcel or the City Parcel Improvements are not in a decent, safe, and sanitary condition, City shall have the right, after fourteen (14) days written notice to Tenant (except in case of emergency, in which event no notice shall be necessary), to have any necessary maintenance work done for and at the expense of Tenant and Tenant hereby agrees to pay promptly any and all costs incurred by City in having such necessary maintenance work done in order to keep the City Parcel and the City Parcel Improvements in a decent, safe and sanitary condition. The rights reserved in this Section 22 shall not create any obligations on City or increase obligations elsewhere in this Rental Agreement imposed on City.
23. EVENTS OF DEFAULT AND REMEDIES.
23.1 Events of Default by Tenant. The occurrence of any one (1) or more of the following shall constitute an event of default hereunder:
(a) Tenant shall fail to continuously operate Conforming Business Activities on the City Parcel other than during times of construction, holidays, and emergencies; or
(b) Tenant shall abandon or surrender the City Parcel, or the City Parcel Improvements; or
(c) Tenant shall fail or refuse to pay, within ten (10) days of notice from City that the same is due, any installment of rent or any other sum required by this Rental Agreement to be paid by Tenant; or
(d) Tenant shall fail to perform any covenant or condition of this Rental Agreement other than as set forth in subparagraphs (a) or (b) above or paragraphs (e), (h) or (i) below, and any such failure shall not be cured within thirty (30) days following the service on Tenant of a written notice from City specifying the failure complained of, or if it is not practicable to cure or remedy such failure within such thirty (30) day period, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within such thirty (30) day period and thereafter diligently prosecute such cure to completion; or (e) Subject to any restrictions or limitations placed on City by applicable laws governing bankruptcy, Tenant’s (i) application for, consent to or suffering of the appointment of a receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) admitting in writing its inability to pay its debts or its willingness to be adjudged a bankrupt; (iv) becoming unable to or failing to pay its debts as they mature; (v) being adjudged a bankrupt; (vi) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within ninety (90) days of such filing); (vii) convening a meeting of its creditors or any class thereof for purposes of effecting a moratorium, extension or composition of its debts; or (viii) suffering or permitting to continue unstayed and in effect for sixty (60) consecutive days any attachment, levy, execution or seizure of all or a portion of Tenant’s assets or of Tenant’s interest in this Rental Agreement; or 20 (f) Tenant shall conduct uses on the City Parcel which are not Conforming Business Activities (or activities which are not Conforming Business Activities are otherwise conducted on the City Parcel).
In the event one or more of the foregoing shall occur, then, upon notice having been given by City and the failure to cure within thirty (30) days of such notice, such event shall constitute an event of default under this Rental Agreement.
23.2 Remedies of City.
In the event of any such default as described in Section 23.1 which default has not been timely cured, City may, at its option:
(1) Correct or cause to be corrected said default and charge the costs thereof (including costs incurred by City in enforcing this provision) to the account of Tenant, which charge shall be due and payable within thirty (30) days after presentation by City of a statement of all or part of said costs;
(2) Correct or cause to be corrected said default and pay the costs thereof (including costs incurred by City in enforcing this provision) from the proceeds of any insurance;
(3) Exercise its right to maintain any and all actions at law or suits in equity to compel Tenant to correct or cause to be corrected said default; (4) Have a receiver appointed to take possession of Tenant’s interest in the City Parcel and the City Parcel Improvements, with power in said receiver to administer Tenant’s interest in the City Parcel and the City Parcel Improvements, to collect all funds available to Tenant in connection with its operation and maintenance of the City Parcel and the City Parcel Improvements; and to perform all other acts consistent with Tenant’s obligation under this Rental Agreement as the court deems proper; (5) Maintain and operate the City Parcel and the City Parcel Improvements, without terminating this Rental Agreement; or (6) Terminate this Rental Agreement by written notice to Tenant of its intention to do so.
23.3 Right of City in the Event of Termination of Rental Agreement. Upon termination of this Rental Agreement pursuant to Section 23.2, it shall be lawful for City to re- enter and repossess the City Parcel and the City Parcel Improvements and Tenant, in such event, does hereby waive any demand for possession thereof, and agrees to surrender and deliver the City Parcel and the City Parcel Improvements peaceably to City immediately upon such termination in good order, condition and repair, except for reasonable wear and tear. Tenant agrees that upon such termination, title to all the City Parcel Improvements on the City Parcel shall vest in City (or remain with City) pursuant to Section 7.2.
Even though Tenant has breached the Rental Agreement and abandoned the City Parcel, this Rental Agreement shall continue in effect for so long as City does not terminate Tenant’s right to possession, and City may enforce all of its right and remedies under this Rental 21 Agreement, including, but not limited to, the right to recover the rent as it becomes due under this Rental Agreement. No ejectment, re-entry or other act by or on behalf of City shall constitute a termination unless City gives Tenant notice of termination in writing.
Termination of this Rental Agreement shall not relieve or release Tenant from any obligation incurred pursuant to this Rental Agreement prior to the date of such termination.
Termination of this Rental Agreement shall not relieve Tenant from the obligation to pay any sum due to City or from any claim for damages against Tenant.
23.4 Rights and Remedies are Cumulative. The remedies provided by this Section 23 are not exclusive and shall be cumulative to all other rights and remedies possessed by City. The exercise by City of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by Tenant.
24. MISCELLANEOUS.
24.1 Governing Law; Interpretation. The laws of the State of California shall govern the interpretation and enforcement of this Rental Agreement. This Rental Agreement shall be reasonably interpreted in light of its purposes to provide for the operation of Conforming Business Activities on the City Parcel, all as provided for herein. This Rental Agreement shall be interpreted as if jointly prepared by both parties.
24.2 Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Rental Agreement. Such legal actions must be instituted in the Superior Court of Los Angeles County, State of California.
24.3 Acceptance of Service of Process. In the event that any legal action is commenced by Tenant against City, service of process on City shall be made by personal service upon the City Manager, or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Tenant, service of process on Tenant shall be made by personal service upon Tenant or in such other manner as may be provided by law, and shall be effective whether made within or without the State of California.
24.4 Attorneys’ Fees and Court Costs. In the event that either City or Tenant shall bring or commence an action to enforce the terms and conditions of this Rental Agreement or to obtain damages against the other party arising from any default under or violation of this Rental Agreement, then the prevailing party shall be entitled to and shall be paid reasonable attorneys’ fees and court costs therefor in addition to whatever other relief such prevailing party may be entitled.
24.5 Interest. Any amount due City that is not paid when due shall bear interest from the date such amount becomes due until it is paid. Interest shall be at a rate equal to the lesser of (i) seven percent (7%) per annum, compounded annually, on the first day of the month such amount becomes due, and (ii) the maximum rate permitted by applicable law. 22 24.6 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder by either party to the other shall be in writing and shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed as follows:
City: City of Lancaster
44933 N. Fern Avenue
Lancaster, California 93534
Attention: Economic Development
with a copy to:
(delivery of which copy
shall not constitute notice
to City)
Stradling Yocca Carlson & Rauth
Attention: Allison Burns
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Tenant: First Public Hydrogen
PO Box 4070
Lancaster, California 93539
Attention: Chief Executive Officer
or to such other address as either party shall later designate for such purposes by written notice to the other party. Notices shall be deemed effective upon receipt provided that the party to whom notice is being given has notified the other party of its current address, and otherwise upon the earlier of personal receipt or within seven (7) days after delivery thereof to the address(es) as provided above; provided, however that refusal to accept delivery after reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice to the delivering party shall be effective on the third day after the attempted delivery or deposit in the United States mail.
24.7 Time is of the Essence. Time is of the essence in the performance of the terms and conditions of this Rental Agreement.
24.8 Non-Merger of Fee and Leasehold Estates. If both City’s and Tenant’s estates in the City Parcel or the City Parcel Improvements or both become vested in the same owner, this Rental Agreement shall nevertheless not be destroyed by application of the doctrine of merger except at the express election of City. The voluntary or other surrender of this Rental Agreement by Tenant, or a mutual cancellation thereof, shall not work as a merger and shall, at the option of City, terminate all or any existing sublease or subtenancies or may, at the option of City, operate as an assignment to City of any or all such existing subleases or subtenancies.
24.9 Holding Over. The occupancy of the City Parcel after the expiration of the Term of this Rental Agreement shall be construed to be a tenancy from month to month at a fair market rent to be established by the City Manager at his discretion upon consultation with the Tenant (and which shall be not less than $100 per day), and all other terms and conditions of this Rental Agreement shall continue in full force and effect. 23 24.10 Conflict of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Rental Agreement nor shall any such member, official or employee participate in any decision relating to the Rental Agreement which affects his personal interests or the interests of any limited partnership, partnership or association in which he is directly or indirectly interested. Tenant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Rental Agreement.
24.11 Non-Liability of City Officials and Employees. No member, official, officer, employee, agent or representative of City shall be personally liable to Tenant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Tenant or successor or on any obligations under the terms of this Rental Agreement. No member, official, officer, employee, agent or representative of Tenant shall be personally liable to City in the event of any default or breach by Tenant or for any amount which may become due to City or on any obligations under the terms of this Rental Agreement.
24.12 Relationship. The relationship between the parties hereto shall at all times be deemed to be that of landlord and tenant. The parties do not intend nor shall this Rental Agreement be deemed to create a partnership or joint venture.
24.13 Waivers and Amendments. All waivers of the provisions of this Rental Agreement must be in writing and signed by the appropriate authorities of City or Tenant. The waiver by City of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by City shall not be deemed to be a waiver of any preceding breach of Tenant of any term, covenant or condition of this Rental Agreement, regardless of City’s knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of City to require or exact full and complete compliance with any of the covenants or conditions of this Rental Agreement shall not be construed as in any manner changing the terms hereof and shall not prevent City from enforcing any provision hereof. All amendments or modifications hereto must be in writing and signed by the appropriate authorities of City and Tenant.
24.14 Entire Agreement; Duplicate Originals; Counterparts; Electronic Execution. This Rental Agreement sets forth the entire understanding of the parties with respect to Tenant’s lease of the Property. This Rental Agreement may be executed in counterparts. This Rental Agreement includes twenty-six (26) pages and three exhibits, Exhibits A, B and C. The Exhibits are incorporated by reference herein. Each party hereto, and their respective successors and assigns shall be authorized to rely upon the signatures of all of the parties hereto on this Rental Agreement which are delivered by DocuSign, .pdf or other electronic means as constituting a duly authorized, irrevocable, actual, current delivery of this Rental Agreement with original ink signatures of each person and entity.
24.15 Severability. If any provision of this Rental Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Rental Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforceable to the greatest extent permitted by law.
24 24.16 Terminology. All personal pronouns used in this Rental Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles of sections are for convenience only, and neither limit nor amplify the provisions of the Rental Agreement itself.
24.17 Binding Effect. This Rental Agreement, and the terms, provisions, promises, covenants and conditions hereof, shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
24.18 Force Majeure. The time within which City or Tenant is obligated herein to perform any obligation hereunder, other than an obligation that may be performed by the payment of money, shall be extended and the performance excused when the delay is caused by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, acts of terrorism, riot, insurrection or other cause beyond the control of the applicable party.
24.19 Quiet Enjoyment. City does hereby covenant, promise and agree to and with Tenant that Tenant, for so long as Tenant is not in default hereof beyond any applicable notice and cure periods, shall and may at all times peaceably and quietly have, hold, use, occupy and possess the Property throughout the Term.
24.20 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City unless specifically provided otherwise or the law otherwise requires.
24.21 No Third Parties Benefited. This Rental Agreement is made for the purpose of setting forth rights and obligations of Tenant and City; no other person shall have any rights hereunder or by reason hereof.
24.22 Levine Act Disclosure. California Government Code section 84308 (“Levine Act”) requires a party to a contract other than competitively bid, labor, or personal employment contract, to disclose any contribution of more than $250 that the party (or their agent) has made to a member of the City Council or any other officer of the City as defined in the Levine Act within the prior 12 months. The Levine Act also prohibits for 12 months following a final decision, a party (or their agent) from making a contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may participate in the making of this Agreement.
A. By its signature on this Agreement, Tenant represents and warrants [select one]:
□ Neither Tenant nor any agent acting on behalf of Tenant has, within the 12 months preceding the commencement of negotiations of this Agreement, made any political contribution of more than $500 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
25 OR
□ Tenant (or an agent acting on behalf of Tenant) has made a political contribution of more than $500 to:
Identify the person(s) or agent(s) who made the contribution:
____________________
____________________
____________________
Identify the City officer(s) who received the contribution:
____________________
____________________
____________________
B. By its signature on this Agreement, Tenant further represents and warrants [select one]:
□ Neither Tenant nor any agent or principal acting on behalf of Tenant intends, within the 12 months following the execution of this Agreement, to make any political contribution of more than $500 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
OR
□ Tenant (or an agent acting on behalf of Tenant) intends to make a political contribution of more than $500 to:
Identify the person(s) or agent(s) who will make the contribution:
____________________
____________________
____________________
Identify the City officer(s) who will receive the contribution:
____________________
____________________
____________________
[signature page to follow]
26 IN WITNESS WHEREOF, the parties hereto have caused this Rental Agreement to be executed by their lawfully authorized officers.
CITY:
CITY OF LANCASTER, a municipal corporation
and charter city
By:
Trolis Niebla
City Manager
APPROVED AS TO FORM:
__________________________________
City Attorney
ATTEST:
City Clerk
TENANT:
FIRST PUBLIC HYDROGEN, a Joint Powers
Authority
By:
Jason Caudle
Its:
Chief Executive Officer
A-1
EXHIBIT A
CITY PARCEL MAP
B-1
EXHIBIT B
CITY PARCEL LEGAL DESCRIPTION
That certain real property situated in the State of California, County of Los Angeles, more particularly described as follows:
Lot 23 of Tract No. 32548, in the City of Lancaster, County of Los Angeles, State of California, as per map recorded in Book 968, Pages 1 through 5 of Maps, in the office of the County Recorder of said County, EXCEPTING therefrom that portion described as follows:
Beginning at the Southeast corner of Lot 17 of said tract; thence North 00° 11’ 47” West, 310 feet to the Northeast corner of Lot 18 of said tract; thence North 89° 52’ 56” East, 355 feet to the Southeast corner of Lot 22 of said tract; thence North 00° 11’ 47” West, 187.10 feet, coincident with the Easterly lot line of Lot 22; thence North 89° 48’ 13” East, 257.25 feet; thence South 00° 17’ 06” East, 497.46 feet to the Northerly right-of-way line of Avenue K-4, that is parallel with and 33 feet Northerly of the center line of Avenue K-4; thence South 89° 52’ 56” West, coincident with said Northerly right-of-way line, 613.02 feet, to the point of beginning.
APN: 3126-031-901
That portion of Lot 23 of Tract No. 32548, in the City of Lancaster, County of Los Angeles, State of California, as per map recorded in Book 968, Pages 1 through 5 of Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the Southeast corner of Lot 17 of said tract; thence North 00° 11’ 47” West, 310 feet to the Northeast corner of Lot 18 of said tract; thence North 89° 52’ 56” East, 355 feet to the Southeast corner of Lot 22 of said tract; thence North 00° 11’ 47” West, 187.10 feet, coincident with the Easterly lot line of Lot 22; thence North 89° 48’ 13” East, 257.25 feet; thence South 00° 17’ 06” East, 497.46 feet to the Northerly right-of-way line of Avenue K-4, that is parallel with and 33 feet Northerly of the center line of Avenue K-4; thence South 89° 52’ 56” West, coincident with said Northerly right-of-way line, 613.02 feet, to the point of beginning.
APN: 3126-031-902
C-1
EXHIBIT C
LIST OF CITY REPAIRS
1.Electrical gate - front entrance
2.Exposed wiring - building B3
3.Bathroom doorknob broken - building B2
4.Garage door rusted/ unable to easily open/close
5.Broken HVAC system - building B3
6.Outlet hanging out of socket - exterior of building B3 next to women’s bathroom
7.Small/medium-sized holes in the walls - both buildings
8.Flickering lights