3002539v2 8
Improvements and Grape Vines from the Leased Premises shall be left on the Leased Premises as of the date of termination.. In the event Tenant abandons all or any portion of a Grape Vine Improvement Phase for a period of ninety (90) or more consecutive days, then this Lease shall terminate with respect to the portion of such Grape Vine Improvement Phase so abandoned.
20. Default/Breach. In the event Tenant fails to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant (other than the payment of money), where such failure continues for a period of thirty (30) days after written notice thereof from Landlord to Tenant, then, in addition to any other rights and remedies available at law, in equity or otherwise, Landlord may, without further notice or demand, either perform any necessary or appropriate corrective work (Landlord having no obligation to Tenant to do so), or terminate this Agreement. In the event (a) Tenant fails to make any payment of any amount required to be paid by Tenant to Landlord hereunder prior to delinquency and such failure continues for a period of ten (10) days after delivery to Tenant of written notice from Landlord that it did not receive such payment on the due date, or (b) Tenant makes a general assignment for the benefit of its creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of Tenant’s interest in this Lease and/or substantially all of Tenant’s assets located in, on or about the Leased Premises (unless possession is restored to Tenant within thirty (30) days); or the attachment, execution or other judicial seizure of Tenant’s interest in this Lease and/or substantially all of Tenant’s assets located in, on or about the Leased Premises (unless such seizure is discharged within thirty (30) days), then Landlord may, without further notice or demand, terminate this Lease. Landlord may collect damages in accordance with California Civil Code Section 1951.2.
Landlord shall not be in default hereunder unless Landlord fails to cure the default within thirty (30) days after written notice from Tenant.
21. Notices: Any notice, request, direction, instruction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) by certified mail, postage prepaid, return receipt requested, or (b) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned:
Tenant:
Galleano Winery, Inc.
421 Wineville Road
3002539v2 9
Mira Loma, California 91752
Attention: Dominic Galleano
Landlord:
City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, California 91729
Attention: City Manager
22. Service. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non- business day, then such notice or demand so made shall be deemed effective on the first business day immediately following the day of actual delivery. No communications via electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval, or other communications hereunder.
23. Interpretation. The words “include,” “includes” and “including” shall be construed as if followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Lease shall refer to this Lease as a whole and not to any particular provisions of this Agreement. The captions used herein are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions hereof. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. This Lease has been prepared by Landlord and its professional advisors and reviewed by Tenant and its professional advisors. Landlord, Tenant, and their respective advisors believe that this Lease is the product of all of their efforts, that it expresses their Lease and that it should not be interpreted in favor of, or against, either party hereto.
24. Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties had executed the same counterpart.
25. Choice of Law. This Lease shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to conflict of laws principles.
3002539v2 10
26. Waiver. The waiver by Landlord of any term, covenant or condition herein 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. No failure on the part of Landlord to exercise, and no delay by Landlord in exercising, any right or remedy hereunder, at law, in equity or otherwise shall operate as a waiver thereof.
27. Attorneys’ Fees. In the event of any action or proceeding at law or in equity between the parties hereto to enforce or interpret any provision of this Lease or to protect or establish any right or remedy of either party hereunder, the unsuccessful party to such litigation shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees and costs incurred therein by such prevailing party, and if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses and attorneys’ fees shall be included in and as a part of such judgment.
28. Entire Agreement. This Lease constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes in all respects any and all other negotiations, representations, correspondence or communications between or among such parties, whether oral or written. No provision of this Lease may be modified except by an Lease in writing signed by the parties hereto. This Lease shall not be effective or binding on any party until fully executed by both parties hereto.
29. Recordation: Concurrently with its execution hereof, Tenant shall execute and deliver to Landlord, duly acknowledged, a counterpart of a Memorandum of Lease in the form attached hereto as Exhibit “B”.
30. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.
[This Space Intentionally Left Blank; Signatures Begin On The Next Page]
3002539v2 11
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written above.
LANDLORD: CITY OF RANCHO CUCAMONGA, a municipal
corporation
By: _________________________________
Name: L. Dennis Michael
Its: Mayor
ATTEST:
By: _________________________________
Name: Janice C. Reynolds
Its: City Clerk
APPROVED AS TO FORM:
By: _________________________________
Name: Nicholas R. Ghirelli
Its: City Attorney
TENANT:
Galleano Winery, Inc., a California corporation
By: _________________________________
Name: _________________________________
Its: _________________________________
741235.7 A-1
EXHIBIT “A”
LEASED PREMISES
Lots 11 and 12 of Tract No. 20680 in the City of Rancho Cucamonga, County of San Bernardino, State of California as per Map filed in Book _____, Pages ___ to ___, inclusive of Maps, in the Office of the County Recorder of said County.
741235.7
EXHIBIT “B”
FORM OF MEMORANDUM OF LEASE
(See attached.)
741235.7
RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
The undersigned Lessor declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.
Documentary Transfer Tax is $0.00, payable by Tenant.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of October 16 , 2024 and is entered into by and between the CITY OF RANCHO CUCAMONGA, a municipal corporation (“Landlord’) and Galleano Winery, Inc. (“Tenant”).
RECITALS
A. Landlord and Tenant executed that certain Lease dated substantially concurrently herewith (the “Lease”) affecting the land described in the Lease (“Leased Premise”) in the City of Rancho Cucamonga.
B. Landlord and Tenant now desire to record this Memorandum in order to, among other things, comply with law requiring that municipal leases be recorded, give constructive notice of the existence of the Lease, and permit the Tenant to obtain title insurance for its leasehold estate if so desired.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Ground Lease. Landlord has leased the Leased Premises to Tenant, and Tenant has leased the Leased Premises from Landlord, upon and subject to the terms and conditions set forth in the Lease. The Lease is hereby incorporated herein by this reference.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date and year first above written.
741235.7
LANDLORD: CITY OF RANCHO CUCAMONGA,
a municipal corporation
By:
Print Name: L. Dennis Michael
Title: Mayor
TENANT: Galleano Winery, Inc.,
a California corporation
By:
Print Name:
Title:
741235.7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
County of San Bernardino )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
741235.7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
County of San Bernardino )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
741235.7
EXHIBIT “C”
PLANTED ACRES