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CITY OF SAN BERNARDINO
LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into on this 2 nd day of October, 2024, by and between the CITY OF SAN BERNARDINO, a charter city and municipal corporation (“City”), and Casa Ramona, Inc., a California Nonprofit Corporation (“Lessor”). City and Lessor may be referred to in this Lease individually as “Party” or collectively as “Parties.”
RECITALS
A. Lessor is the owner of certain real property located at 1543 W. 8 th Street, San Bernardino, California, 92411 AND/OR APN 0139-273-03-0000, in the City of San Bernardino, County of San Bernardino, State of California (“the Property”), more particularly described in Exhibit “A”, attached hereto and incorporated herein by reference.
B. Upon the terms and conditions set forth hereinafter, Lessor desires to lease the Property (the “Leased Premises”) to City, and City desires to lease the Leased Premises from Lessor for the purpose of providing Interim Animal Shelter Supportive services.
AGREEMENT
1. Term. The term of this Lease shall commence on October 2, 2024 (“Commencement Date”).
The lease provided herein shall continue for a period of one (1) year, ending on September 30, 2025. After expiration of the term under this Lease, and in the case where City has not vacated the Leased Premises prior to expiration, tenancy shall continue on a month-to-month basis, under the same terms and conditions under this Lease, until either party terminates this Lease in accordance with Section 20 herein.
1.1 Renewal Option. City has an option to extend this Lease for an additional term(s) of one (1) year (“Extended Term”). To exercise the option, City must provide written notice to Lessor at least ninety (90) days before the end of the Initial Term.
2. Payments.
2.1 Base Lease Payments. City shall pay to Lessor, as rent, the sum of $10,763.00 per month (the “Base Lease Payment”) or $1.50 per square foot of gross leasable Area (GLA). The first lease payment shall be due on October 1, 2024, and shall be prorated to reflect City’s occupancy for a fractional calendar month.
Subsequent lease payments shall be due and payable on the first day of each calendar month.
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2.2 Additional Rent. Commencing on the first anniversary of the date City is obligated to pay rent under this Lease, and continuing on each subsequent anniversary during the term of this Lease, the Base Lease Payments shall be increased by 3 percent (3%).
2.3 Security Deposit. No later than the Commencement Date, City shall deposit with Lessor the sum of $2,500.00 (the “Security Deposit”), payable by a cashier’s check or certified check to secure City’s faithful performance of all terms, covenants and conditions of this Lease.
2.4 Base Lease Payment for Extended Term. The Base Lease Payment for the first year of the Extended Term shall be equal to a $322.89 (3%) increase over the amount of the Base Lease Payment in the preceding year. Each year thereafter throughout the Extended Term, the Base Lease Payment shall increase by three percent (3%) over the Base Lease Payment amount in the preceding year.
3. Use. City shall: i) observe and comply with all local, state, and federal laws and regulations, including any City, County and State restrictions, laws and ordinances affecting the Leased Premises or occupancy thereof; ii) not commit any waste or suffer any waste to be committed on the Leased Premises; and iii) only use the Leased Premises for one or more permitted uses, as defined herein.
3.1 Permitted Uses. For purposes of this Lease, only uses complying with all local, state, and federal laws and regulations, including applicable zoning and land use controls, shall be permitted uses.
4. Common Areas. Lessor shall use reasonable diligence to maintain or cause to be maintained the Common Areas, Building Common Areas. Lessor shall operate, manage, equip, light, repair and maintain the Common Areas for their intended purpose. City, its agents, customers, employees and invitees shall have the non- exclusive right in common with the Lessor and all others to whom Lessor has granted or may hereafter grant rights to use the Common Areas subject to such reasonable rules and regulations as Lessor may from time to time impose.
5. Discrimination. City herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the requirement that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, use, occupancy, tenure, or enjoyment of the premises, nor shall the City itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of City, lessees, sublessees, or vendees in the premises herein leased.
6. Utilities. City shall make all arrangements for and pay for its own utilities; including water, power, and trash collection services. . - 3 -
7 Vehicle Parking. Customers, employees, guests and invitees of City may park in the parking spaces on the Property, provided that City and its customers, employees, guests and invitees shall collectively not occupy more than 75 parking spaces at any given time.
8. Possessory Interest Tax.
8.1 Lease Subject to Possessory Interest Tax. City hereby recognizes and understands that this Lease may create a possessory interest subject to property taxation, and that City may be subject to the payment of property taxes levied on such interest. Any such imposition of a possessory interest tax shall be a tax liability of City solely, notwithstanding any provision of this Lease to the contrary. In addition, City shall pay any personal property taxes that may become due for equipment, fixtures, inventory, or other personal property installed, maintained, or present in the Leased Premises.
8.2 Payment of Possessory Interest Tax. City shall promptly notify Lessor of any possessory interest tax imposed against City’s interest in the Leased Premises, and shall provide Lessor with a copy of any bill or assessment imposing the possessory interest tax. Lessor shall remit to the taxing agency the amount of the possessory interest tax imposed against City, shall promptly notify City in writing of the payment, and City shall pay Lessor the amount paid by Lessor within 45 days of receiving Lessor’s notice. City’s failure to timely pay Lessor this amount shall constitute a material breach of this Lease.
9. Repairs and Maintenance.
9.1 Obligations of City. City shall, at City’s expense, maintain, repair and replace, and keep in good and safe condition, all portions of the Leased Premises not required to be maintained, repaired or replaced by Lessor as provided in Section
9.2. 9.2 Obligations of Lessor. Lessor shall, at Lessor’s expense, maintain, repair and replace, and keep in a good and safe condition (i) the roof, foundation, exterior walls and all structural components of the Property and the Leased Premises; (ii) the plumbing, electrical wiring and systems, heating, ventilating and air conditioning systems, except for routine maintenance or repair of such items solely within the Leased Premises; and (iii) the Common Areas.
10. Disclaimer and Warranties. Lessor guarantees and warrants that: (1) Lessor owns the Premises; (2) Lessor has full authority to execute and enter into this Lease and consummate the transaction contemplated herein; (3) there are no leases, licenses or occupancy agreements binding upon the Property; (4) the Property is not subject to any pending litigation nor has Lessor received notice of any threatened litigation, environmental or condemnation proceeding which would adversely affect the Property or the transaction contemplated here; (5) to the best of Lessor’s actual knowledge, the Property is free from environmental hazards and (6) the Leased - 4 -
Premises and Common Areas comply with applicable covenants and restrictions of record, building codes, ordinances, or statutes in effect at the Commencement Date of this Lease.
11.Delay in Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Leased Premises to City by the commencement date of this Lease, as specified in Section 1 of this Lease. If, despite these efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease.
City shall not, however, be obligated to pay rent or perform its other obligations until it receives possession of the Leased Premises. If possession is not delivered within sixty (30) days after the Commencement Date, City may, at its option, by notice in writing within ten (10) days after the end of such 30 day period, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder.
12. Damage or Destruction of Premises. If during the term of this Lease, any portion of the Leased Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Leased Premises untenable, the obligations under this Lease may be suspended while such portion of the Leased Premises remains untenable. In the event of such damage, City shall give Lessor notice of such untenable conditions and the Lessor shall elect in its sole discretion, whether to repair the Leased Premises or to cancel this Lease with respect thereto. It shall notify City in writing of its election within thirty (30) days after service of notice by City. In the event that Lessor elects not to repair the Leased Premises or portion thereof, this Lease shall be deemed canceled as of the date the damage occurred with respect to the applicable portion(s).
13. Alterations, Additions and Improvements. With prior written approval of the Lessor, the City may make alterations, improvements or additions in, on or about any of the Leased Premises. City shall, at its sole cost and expense, obtain all permits and entitlements required for such improvements.
13.1 Any and all alterations which become fixtures under California law shall at once become a part of the realty and belong to Lessor. However, Lessor, at its own expense, may require City to remove any alterations, fixtures, or other tenant improvements prior to vacating the Leased Premises.
13.2 City shall keep the Leased Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by City, and City shall be responsible for the removal of any such liens and all costs to remove same. Failure to remove any such liens within thirty (30) calendar days of written request by Lessor shall constitute a default of this Lease.
13.3 At its election, but without having any obligation to do so, Lessor may pay such liens not so removed by City and City shall, within ten (10) days following the receipt of written request from Lessor, reimburse Lessor for all such costs incurred by Lessor with respect to the removal of such liens.
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14. Access by Lessor. Lessor reserves for itself and any of its designated Agents the right to enter the Leased Premises as follows:
(i) on an occasional basis, at all reasonable times after giving City 24 hours’ advance written or oral notice, to post notice of non-responsibility, to conduct any environmental audit of City’s use of the Leased Premises, to repair, alter or improve any part of the Property, building systems or Leased Premises, and or any other lawful purpose; and
(ii) on an emergency basis without notice whenever Lessor believes that emergency access is required. Lessor shall have the right to use any means that it deems proper to open doors in an emergency in order to obtain access to any part of the Leased Premises, and any such entry shall not be construed or deemed to be a forcible or unlawful entry into or a detainer of, the Leased Premises, or an eviction, actual or constructive, of City from the Premises or any portion thereof.
15. Indemnity. Lessor agrees to indemnify, defend and hold City, its elected officials, and all other officers, employees, consultants and agents of City harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), or loss including attorneys' fees, consultant fees and expert witness fees which arise as a result of any negligent acts or omissions or willful misconduct of Lessor in connection with the Leased Premises
16. Hazardous Materials Prohibited. The use, generation, storage or disposal of Hazardous Materials on the Leased Premises is strictly prohibited, and any such use, generation, storage, or disposal shall result in a default and termination of this Lease.
For the purpose of this Section, Hazardous Materials shall include, without limitation, substances defined as “hazardous substances”, “hazardous materials”, “toxic substances”, “hazardous wastes”, “extremely hazardous wastes”, or “restricted hazardous wastes”, or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. sections 9601, et seq; the Hazardous Materials Transportation Act, 49 U.S.C. sections 1801, et seq; the Resource Conservation and Recovery Act, 42 U.S.C. sections 6901, et seq; the Federal Water Pollution Control Act, 33 U.S.C. sections 1317, et seq; sections 25115, 25117, 25122.7, 25140, 25249.5, 25249.8, 25281, 25316 or 25501 of the California Health & Safety Code; or any substances so defined or stated in any of the regulations adopted and publications promulgated pursuant to said laws as they may be amended from time to time.
17. Insurance. Lessor and City shall comply with their respective insurance obligations required by applicable law by means of self-insurance or insurance deductibles.
18. Attorneys’ Fees. Should any action or proceeding be commenced to enforce the provisions provided in this Lease, or should any litigation be commenced between the parties to this Lease concerning the Property or the Leased Premises, this Lease, or the rights and duties of either in relation thereto, the prevailing party in such - 6 -
litigation shall be entitled, in addition to such other relief as may be granted as the result of said litigation, to a reasonable sum for its attorneys’ fees.
19. Assignment and Subletting. City may sublet all or part of the Leased Premises if sublessee’s use conforms to the allowed uses outlined in Section 3.1 of this Lease.
20. Termination. Without limiting its ability to seek other remedies, either at law or in equity, either party may terminate this Lease and all of the obligations herein, at its option, upon the other party’s breach of any of its obligations under this Lease and failure to cure such breach within thirty (30) days after receipt of written notice from the non-breaching party or, if such cure cannot be completed within thirty (30) days, the breaching party’s failure to commence such cure within thirty (30) days after its receipt of written notice and thereafter failing to diligently prosecute such cure to completion.
In addition to the foregoing, upon expiration of the Lease term provided in Section 1 of this Lease either party may terminate this Lease by providing the other party with ninety (90) days’ prior written notice of said wish to terminate. Said notice shall be sent via certified mail, return receipt requested, to the location specified in Section 25 of this Lease, and shall be deemed accepted upon delivery.
21. Default.
21.1 Any of the following events or occurrences shall constitute a material breach of this Lease by City, and shall constitute an event of default. (a) A default by City in the payment when due of any rent or other sum payable under this Lease and the continuation of this default for ten (10) or more days after notice of the default from Lessor, provided that if City has failed two (2) or more times in any twelve (12) months to pay any rent or other sum when due and notice of this default has been given by Lessor in each instance, no further notice shall be required after such instances until the expiration of twelve (12) months in which all rental and other sums payable under this Lease have been paid on or before the date due;
(b) Abandonment, vacation, or surrender of the Leased Premises by City without Lessor’s prior written consent (failure to occupy and/or operate the Leased Premises for ten (10) consecutive days shall be deemed an abandonment and vacation (unless at least ten (10) days before failing to occupy or operate the Leased Premises City gives Lessor written notice that City intends to continue using the Leased Premises and will continue maintaining the Leased Premises while it is vacant), or the dispossession of City from the Leased Premises (other than by Lessor by process of law or otherwise); (c) The failure by City to perform any other obligation under this Lease, if the failure has continued for a period of thirty (30) days after Lessor demands in writing that City cure the failure. If, however, by its nature, the failure cannot be cured within thirty (30) days, City may have a longer period as is necessary to - 7 -
cure the failure, but this is conditioned upon City’s promptly commencing to cure within the ten (10) day period and thereafter diligently completing the cure. (d) The failure by Lessor to perform any other obligation under this Lease, if the failure has continued for a period of thirty (30) days after City demands in writing that Lessor cure the failure. If, however, by its nature, the failure cannot be cured within thirty (30) days, Lessor may have a longer period as is necessary to cure the failure, but this is conditioned upon Lessor’s promptly commencing to cure within the ten (10) day period and thereafter diligently completing the cure.
(e) The bankruptcy or insolvency of City, a transfer by City in fraud of creditors, an assignment by City for the benefit of creditors, or the commencement of proceedings of any kind by or against City under the Federal Bankruptcy Act or under any other insolvency, bankruptcy, or reorganization act, unless City is discharged from voluntary proceedings within ninety (90) days; or (f) Notices given under this Section shall specify the alleged default and the applicable Section(s), and shall demand performance as provided under the applicable Section(s) or pay the amount that is in arrears, as the case may be, within the applicable period of time, or quit the premises.
22. Notice. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, return receipt requested, telegraphed, delivered or sent by telex, telecopy or cable and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if mailed, three (3) business days after the date of posting by the United States post office, (iii) if given by telegraph or cable, one (1) business day after the date delivered to the telegraph company with charges prepaid.
To City:City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, California 92401
Attn: City Manager
To LessorCasa Ramona, Inc.
Attn: Esther Estrada
531 Tia Juana Street
San Bernardino, CA 92411
Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent.
23. Compliance with Laws. City shall comply with all applicable Federal, State - 8 -
and local laws, regulations and standards that are or may become applicable to City’s occupancy and/or activities on the Leased Premises. The judgment of any court of competent jurisdiction, or the admission of City in a proceeding brought against it by any governmental entity, that City has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between the Lessor and the City and shall constitute grounds for declaration of default, material breach, forfeiture, and termination of this Lease by Lessor.
24. Cumulative Remedies. No remedy or election contained herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
25. Signs. All signs and graphics of every kind visible from public view corridors, or the exterior of the Property will be subject to Lessor’s prior written approval, and will be subject to any applicable governmental laws, and ordinances and in conformance with Lessor’s design standards.
26. Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
27. Captions. Any captions to, or headings of, the sections or subsections of this Lease are solely for the convenience of the parties hereto, are not a part of this Lease, and shall not be used for the interpretation or determination of the validity of this Lease or any provision hereof.
28. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Lease shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any person or entity other than the parties hereto.
29. Amendment of Lease. The terms of this Lease may not be modified or amended except by an instrument in writing executed by each of the parties hereto.
30. Waiver. The waiver or failure to enforce any provision of this Lease shall not operate as a waiver of any future breach of any such provision or any other provision hereof.
31. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. Venue shall be the County of San Bernardino
32. Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Lease, including any permit or license fees which City may be required to obtain pursuant to its occupancy.
33. Authority to Execute Lease. Lessor and City warrant that the individuals - 9 -
who have signed this Lease have the legal power, right and authority to enter into this Lease so as to bind each party for whom they sign to perform as provided herein.
34. Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.
35. Incorporation of Recitals. Each and all of the Recitals to this Lease are incorporated by reference as though fully set forth herein.
36. Entire Agreement. This Lease supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between City and Lessor as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to any employees, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby.
37. Severability. If any portion of this Lease is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Lease shall continue in full force and effect.
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SIGNATURE PAGE TO LEASE AGREEMENT BETWEEN CITY OF SAN
BERNARDINO AND Casa Ramona, Inc.,, a 501 C3 Nonprofit company IN WITNESS WHEREOF, the Parties have executed this Lease as of the date first written above.
CITY OF SAN BERNARDINO
APPROVED BY:
Rochelle Clayton
Acting City Manager
ATTESTED BY:
Genoveva Rocha
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
LESSOR
Signature
Name
Title
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EXHIBIT A
1543 W. 8th Street, San Bernardino, CA 92411