A
CITY OF TORRANCE
GOLDSWORTHY DESALTER SITE LEASE
The Goldsworthy Desalter ("Desalter") Facilities Site Ground Lease (the "Lease") is entered into as of January 1,2022 (the effective date) between the CITY OF TORRANCE, a municipal corporation (the 'clTY' or "Landlord"), and WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA, a water replenishment district formed under division 18 of the California Water Code ("WRD" or "Tenant"), which are referred collectively as the "Parties" and individually as "Party"
RECITALS
Torrance is the owner of one (1) parcel of real property located in the City of Torrance, County of Los Angeles, State of California, commonly known as the City of Torrance Service Facility, 20500 Madrona Avenue ("City Maintenance Yard"), Assessor's Parcel Number 7352- 012-909. Landlord's Property is more particularly described as Lot 1 of parcel map number 15380 in the City of Torrance as recorded in Parcel Map Book 226, at page 59, records of Los Angeles County California. ln '1999 the City executed a facilities site ground lease with WRD at the City of Torrance Service Facility ("City Yard") located at 20500 Madrona Avenue for the siting of a Groundwater Desalination Facility, known as the Goldsworthy Desalter, on a portion of the City Yard (the "Plant Site"),which became operational in 2001.
WRD completed construction wells, pipelines, a groundwater desalination treatment facility and related facilities (the "Project Facilities" or "Desaltef') at the City of Torrance Service Facility site in 2001 to remove totaldissolved solids ("TDS') from groundwater as part of the program of WRD to ensure reliable groundwater supplies within the groundwater basin underlying the southern Los Angeles County coastal plain, thereby allowing use of otherwise marginally useable or non-usable water.
The Project Facilities will at all times remain the property of WRD ïorrance desires to enter into a new lease agreement with WRD, as ïenant, for the Plant Site and attendant facilities, and WRD desires to lease such parcel of Landlord's Property for the continued operation of Desalter, wells and related facilities, The current site plan for the Desalter, on-site Brackish Groundwater Wells and Ancillary Facilities is shown on Exhibit B.
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ATTACHMENT 3
F Under a separate Operations and Maintenance Agreement the City currently operates and provides routine maintenance to the Goldsworthy Desalter. All potable water produced from this facility is sold by WRD to the City under a new separate Five-Year (5) Water Pricing Agreement (City Agreement C2021-040) that became effective on April 1,2021 , ,
AGREEMENT:
NOW THEREFORE, thê'paities " i :;rli 1i', ¡r .,
':iil
agree as follows
Landlord and Tenant hereby acknowledþe that the foregoing Recitals are true and correct an the terms, provisions and conditions hqreinäfte.r set forth and in consideration of mutual covenants and obligations of parties hereafter, agree as foJlows:
1. Leased Premises and Project Facilities. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby leases and lets to Tenant and Tenant hereby rents from Landlord that certain real property located in the City of Torrance, Los Angeles County, California ("Leased Premises"), the legal description of which is contained on Exhibit A attached hereto and the map of which is contained on Exhibit B which is incorporated herein by this reference and may be updated by the Parties as required in the future. The Leased Premises consist of three (3) separate areas identified as Desalter Treatment Plant (Parcel A), City Yard Well (Parcel B), and Madrona Desalter Well & Discharge Site (Parcel C). A General Description of the Leased Premises is contained on Exhibit C. The totalcombined Leased Premises is21,132 square feet (SF). The Leased Premises may be used during the term of this Lease for the operation, maintenance, rehabilitation and construction of improvements to the Goldsworthy Desalter, on-site supply wells, pipelines and other related appurtenances, facilities and equipment.
2. Easements. Landlord hereby grants to the Tenant and its agents, assignees, contractors and subcontractors, during the Term, an Easement for the use of the land as described in Exhibit A and depicted in Exhibit B attached hereto (the "Easement Area") which includes Leased Premises and any area the Tenant needs for purposes of ingress and egress to the Leased Premises and for development, construction, installation, replacement, relocation, removal, maintenance, operation and use of Goldsworthy Desalter facilities on the Leased Premises, including, without limitation, underground pipelines, and any other necessary equipment related to the Goldsworthy Desalter Project. Such easement shall be on the same terms and conditions set forth herein and shall be for a term equal to the term (as it may be extended) of the Lease.
3. Term. The initial term of this Lease shall be ten (10) years duration from January 1,2021 and will be subject to renewal for two (2) five-year (5) extension periods, subject to the written mutual agreement by both Parties, for a total of twenty (20) years. The 2 Lease and the Grant of Easement would automatically terminate, if for unforeseen reasons, the Goldsworthy Desalter Project is permanently taken out of service and is no longer in operation.
This Lease shall terminate without further notice at the expiration of the term of this Lease and any applicable extensions. Any holding over by Tenant after the expiration of the term (other than as may be required to remove Tenants property and facilities from the Leased Premises in accordance with the Lease) shall not constitute a renewal or extension and shall not give Tenant any rights in or to the Leased Premises or any part thereof except as expressly provided in this Lease. ln the 20st year of the Lease, the Parties shall engage in good faith negotiations to extend the Lease for additional periods of time as agreed upon by both Parties. The lease extension will be accomplished by a written Amendment to the Lease and Lease terms, executed by both Parties.
Notwithstanding any other provisions in this Lease, Tenant may terminate this Lease upon three (3) years'written notice to the Landlord before the end of the initial ten (10) year term, or the end of each of the two (2) five (5) year extensions. Upon such notice of termination and prior to the end of the Lease as terminated, Tenant, at its own cost, shall restore the Leased Premises to condition existing prior to Effective Date of this Lease.
The Landlord shall allow Tenant full and unrestricted access to enter the Leased Premises to remove all equipment and other items of personal property owned by the Tenant. Should Tenant fail to remove property within 365 days of the Agreement termination date, Tenant agrees that said property shall be deemed abandoned. The Landlord shall not, thereafter be liable to the Tenant as a bailee. Any reasonable costs incurred by the Landlord for the removal and disposal of said property shall be billed to, paid by Tenant, and shall be considered a legal debt to the Landlord. Any enhancement to restore the Leased Premises site to other than the original conditions will be the Landlord's responsibility. lt is understood under this Lease that any facility built for the use of the Landlord that affects the return of real property to original conditions will remain in-place.
4. Base Rent. Tenant agrees to pay Landlord rent for the use and occupancy of the Leased Premises in accordance with the Lease Payment Schedule shown in Exhibit D.
The monthly rent for the first three (3) years of the lease is set at nine thousand five hundred and nine dollars ($9,SOO¡. The valuation of fair market rent was determined by an appraisal performed for the City by the Klabin Company for the Transit Terminal Site, (Exhibit E) which is the same class of commercial/industrial property as the Goldsworthy site. The first monthly rental lease payment ("Base Rent") of nine thousand five hundred and nine dollars ($9,SOO¡ shall be made payable no later than thirty (30) days from receipt of the City's rent invoice. Subsequent rental lease payments shall be made payable monthly no later than thirty (30) days from receipt of City's invoice for rent. The Landlord will invoice the Tenant thirty (30) days in advance of the payment due date. The Parties agree that failure of the Landlord to provide an invoice is not a breach of the Lease.
Additionally, the Parties agree failure of the Landlord to provide an invoice does not excuse Tenant's obligation to pay rent on or before the rental due date. aJ
5. Base Rent Adjustment. The Base Rent will be adjusted every three (3) years (Adjustment Period) during the term of the lease beginning with the first adjustment three years from the commencement date of lease agreement and every three years thereafter (Rental Rate Term). The Base Rate will be adjusted on, and commencing with the beginning of the fourth, seventh, tenth, thirteenth, sixteenth, nineteenth year of the lease ("Adjustment Date"). Such adjustments will be calculated in accordance with the total cumulative three (3) year change in the Consumer Price lndex for Urban Areas (CP|-U) for the Los Angeles-Orange County Statistical Area from the beginning of the Adjustment Period to the last month of the three (3) year Rental Adjustment Period. The CPI-U adjustment shall not exceed (capped at) five percent and shall not be less than 0% (for the avoidance of doubt, CPI cannot go below 0%, which means that the Base Rent cannot be decreased due to a negative CPI-U) in any single year during the term of the agreement.
6. Prorated Rent. Rent for any period during term hereof which is less than one month shall be prorated based on a thirty (30) day month.
7. Taxes and Assessments.
a) Leased Premises Taxes and Assessments. The District shall pay, when due, all taxes and general or special assessments of any description which may be levied upon or assessed against the Leased Premises or lmprovements thereon resulting from District's activities under this Lease ("Tax Payments"). b) Personal Propertv Taxes and Assessments. The District shall pay, when due, all taxes and general or special assessments levied upon personal property, trade fixtures and other similar items owned by the District and situated at the Leased Premises.
c) Taxable Possessorv lnterest. City hereby gives notice to District, pursuant to Revenue and Taxation Code Section 107.6, that this Agreement may create a possessory interest that is the subject of property taxes levied on such interest, the payment of which taxes shall be the sole obligation of Lessee. District shall advise in writing any sub lessee, licensee, concessionaire, or third party using the Leased Premises of the requirements of Revenue and Taxation Code Section 107.6. d) Pavment of Taxes. District is solely responsible for paying all taxes, fees, and assessments for the Leased Premises and any buildings, structures, or any improvements located thereon. District agrees to pay at least 10 days prior to delinquency all taxes which shall be levied against its interest in the Leased Premises or its property thereon, or against any buildings, structures or any improvements erected or constructed by the District on the Leased Premises, or which become a lien against the Leased Premises or its interest therein or its property thereon or against any building, structure or any improvements erected or constructed by the District on the Leased Premises during the term of this Lease. District shall provide proof of its payment of such taxes not less than 10 days after written notice from City that such taxes have been paid. e) Cure bv Citv. lf District fails to make any payment required by this Paragraph 5, then City may do so, and District shall reimburse City for such payment within 10 business days after written demand from City with evidence of the payment, as additional rent.
4 f) Pavment of Taxes and Assessments. Any sums other than rent that are payable by District to City under this Lease shall constitute additional rent, and any which do not have a time period for payment shall be paid within 30 days of delivery by City of written demand therefor.
8. Tenant Due Diligence (Title and Physical Condition). Tenant acknowledges that Tenant may obtain a preliminary report (with copies of title exception documents) and then leasehold title insurance from a title company of its choosing with respect to the Leased Premises. Additionally, Tenant and its consultants and contractors designated in writing to Landlord may enter the Leased Premises to inspect the condition of the Leased Premises,
Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) arising from or relating to the inspection of the Leased Premises and other activities on the Leased Premises by Tenant or its consultants and contractors. The foregoing indemnity and defense obligations shall survive any termination of this Lease.
9. "As ls" Gondition of Leased Premises. Tenant accepts the Lease Premises in in its "as is" condition as of the Commencement Date of this Lease, without representation or warranty, express or implied, subject to all matters of record and all matters, which would be revealed by a diligent inspection of the Leased Premises.
10. Quiet Enjoyment. Landlord further covenants, represents, and warrants that Tenant, its guests and permitted successors and assigns shall peaceably and quietly have, hold, and enjoy the sole and exclusive use and enjoyment of the Leased Premises, or any part thereof, for the full term of this Lease and as the same may be extended as provided herein. This covenant and warranty of quiet enjoyment shall only apply to Landlord and those claiming or acting by, through or under Landlord.
11. Permitted Use. The Leased Premises may be used during the term of this Lease for the operation, repair, maintenance, rehabilitation or additional construction or improvements to the Project Facilities. Tenant shall not use the Premises for any other purpose without the express written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Major construction improvements must be approved by the Landlord and subject to conditions as specified by the Landlord in consultant with the Tenant.
12. lndemnity. The Tenant shall defend, indemnify and hold harmless the City of Torrance and its officers, officials, agents, members of the City Council, volunteers and employees (collectively lndemnitees) from and against damages, claims, demands, actions or causes of actions, liabilities or costs (including incidental damages, court costs, reasonable attorneys' fees as may be determined by the court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) (collectively "Liabilities") to the extent they are caused by: (i) the negligent, grossly negligent, or willful misconduct of Tenant or any contractors or subcontractor or anyone 5 directly or indirectly employed by them, or anyone for whom they are legally liable; or (ii) failure by Tenant to comply with the terms of this Lease (including, wittìóut limitation, failure_to comply with applicable laws, including without limitation, lhe prevailing wage laws [California Labor Code Sections 1720 et seq.]). Such obligations to hold hãrmleés and indemnify any lndemnitee shall not apply to the extent that such Liabilities are caused in part by the negligent, gross negligent or willful misconduct of such lndemnitee; the obligation to defend shall apply notwithstanding that such Liabilities may have been caused in part by the negligent, gross negligent or willful misconduct of such lndemnitee but shall not apply if such Liabilities were clearly caused solely by the negligent, gross negligent or willful misconduct of such lndemnitee
13. lnsurance. At all times during the Term and Extension Periods, if any, the Tenant shall maintain policies of insurance set forth below. Tenant must provide ðertificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of occupancy or related work on the location.
a) Workers Compensation lnsurance. Workers compensation insurance with policy limits in accordance with applicable California State requirements. b) General Liabilitv lnsurance. General liability insurance policy covering property damage, bodily injury and personal & advertising injury with limits nó less than $2,000,000 per occurrence. lf a general aggregate limit appiies, either the general aggregate limit shall apply separately to the location (lSO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The District may elect to provide coverage for such damages and losses by self-insurance or combination thereof.
c) Property lnsurance. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. Tenant shall use all proceeds of such insurance to diligently repair all damage to improvements or reconstruct the improvements. d) lf the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to the broader coverage and/or the higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord. e) Other lnsurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
f) Additional lnsured Status. The City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.
g) Primarv Coveraqe. For any claims related to this contract, the insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13.
h) Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 6 i) Waiver of Subroqation. The Tenant hereby grants to City a waiver of any right to subrogation, which any insurer of Tenant may acquire against the City by virtue of the payment of any loss under such insurance. The Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
j) Acceptabilitv gf lnsurers. lnsurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: Vll, unless otherwise acceptable to the City.
14. Hazardous Materials.
a) Hazardous Materials Defined. For purposes of this Lease, the term "Hazardous Materials" shall mean any and all: (i) substances, products, by-products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws (defined below), and (ii) any materials, substances, products, by-products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by-products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (iii) any substance, product, by-product, waste or any other material which may be hazardous or harmful to the air, water, soil, environment or atfect industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by-products, or waste.
b) Environmental Laws Defined. The term "Environmental Laws" shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions decrees, and/or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational, health, and/or safety conditions, environmental conditions, or exposure to, contamination by, or clean-up of, any and all Hazardous Materials, including without limitation, all federal or state lien or environmental clean-up statutes.
c) Existinq Hazardous Materials. Landlord shall provide to the Tenant any material non-privileged reports and notices pertaining to Hazardous Materials on or under the Leased Premises or Easement Area ("Hazardous Materials Reports"), provided that the Hazardous Materials Reports are: (i) limited to those known to the Landlord and in the possession and custody of the Landlord as of the date of this Lease at the Leased Premises or Easement Area; and (ii) are delivered without representation or warranty as to their accuracy.
d) Prohibition on Hazardous Materials. The Tenant and its consultants and contractors will not cause or permit the use, storage, generation or othen¡vise place Hazardous Materials on the Leased Premises or Easement Area, except as may be expressly permitted in writing by the City Manager, or his designee, and the Landlord will 7 not cause or permit the use, storage, generation or otherwise place Hazardous Materials on the Leased Premises or Easement Area, except as may be expressly permitted in writing by the Tenant. Chemicals used for the water treatment and the operation and maintenance of the Goldsworthy facility are permitted to be stored at the facility site. The Landlord and the Tenant shall each defend, indemnify and hold harmless the other from any and all losses, claims, expenses, costs, damages or liabilities resulting from its violation of the foregoing prohibition applicable to it. e) Disposal of Hazardous Material. lf Tenant becomes aware of any release of any Hazardous Materials on the Leased Premises or Easement Area, Tenant shall promptly notify City in writing. lf Tenant or its contractors disposes of any soil, material, chemicals, fluids, or groundwater from the Leased Premises or Easement Area contaminated with Hazardous Material, Tenant shall provide Landlord copies of all permits, certificates, and records relating to such disposal, including a copy of each uniform hazardous waste manifest indicating the quantity and type of material being disposed of, the method of transportation of the material to the disposal site and the location of the disposal site.
Ð Hazardous Material Tests. Any tests required shall be performed by a State of California Department of Health Services certified testing laboratory satisfactory to Landlord. By signing this Lease, Tenant hereby irrevocably directs any such laboratory to provide Landlord, upon written request from Landlord, copies of all of its reports, test results, and data gathered. As used in this Article, the term "Tenant" includes assignees, agents, employees, contractors, subcontractors, and/or invitees of Tenant. g) Notice of Hazardous Substances. California Health and Safety Code Section 25359.7(a) requires any owner of nonresidential real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property to, prior to the lease or rental of that real property or when the presence of such release is actually known, give written notice of that condition to the lessee. California Health and Safety Code Section 25359.7(b) requires any tenant of real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property to given written notice of such condition to the owners. Tenant shall comply with the requirements of Section 25359.7 and any successor statute thereto and with all other statutes, laws, ordinances, rules, regulations and orders of governmental authorities with respect to hazardous substances.
15. Assignment and Subleasing.
a. Assiqnment. Tenant shall not assign this Lease to a third party or permit this Lease to be assigned or transferred, voluntarily or involuntarily, by operation of law.
b. Sublettinq. Tenant shall not sublet any portion of the Leased Premises or Easement Area without the prior written consent of the City, which may be granted, conditioned or denied in the sole and absolute discretion of the City (and a condition may include payment to City of all profits from the sublease).
8 16. Compliance with Applicable Laws. All use of the Leased Premises under this Lease shall be in compliance with applicable laws, ordinances, regulations or rules promulgated by any Government Authority with jurisdiction over the Leased Premises and Easement Area. Tenant shall not use or occupy the Leased Premises or Easement Area in violation of a certificate of occupancy, building permit, or other similar authorization.
17. lndependent Gontractor Relationship. Tenant is, and at all times will, remain as to Landlord, a wholly independent contractor. Neither Landlord nor any of its agents will have control over the conduct of Tenant or any of Tenant's employees, except as otherwise set forth in this Lease. Tenant's agents and employees are not and shall not be considered employees of Landlord for any purpose. Tenant may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of Landlord. Landlord has no duty, obligation, or responsibility to Tenant's agents or employees under the Affordable Care Act. Tenant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to Tenant's agents and employees. Landlord is not responsible and shall not be held liable for Tenant's failure to comply with Tenant's duties, obligations, and responsibilities under the Affordable Care Act. Tenant agrees to defend, indemnify and hold Landlord harmless for any and all taxes and penalties that may be assessed against Landlord as a result of Tenant's obligations under the Affordable Care Act relating to Tenant's agents and employees.
Tenant nor any of its agents will have control over the conduct of Landlord or any of Landlord's employees, except as otherwise set forth in this Lease. Landlord's agents and employees are not and shall not be considered employees of Tenant for any purpose.
Landlord may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of Tenant. Tenant has no duty, obligation, or responsibility to Landlord's agents or employees under the Affordable Care Act. Landlord is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to Landlord agents and employees. Tenant is not responsible and shall not be held liable for Landlord's failure to comply with Landlord's duties, obligations, and responsibilities under the Affordable Care Act. Landlord agrees to defend, indemnify and hold Tenant harmless for any and all taxes and penalties that may be assessed against Tenant as a result of Landlord's obligations under the Affordable Care Act relating to Landlord's agents and employees.
18. Gontinued Occupancy. Tenant covenants and agrees to, and it is intent of this Lease that Tenant shall, continuously and uninterruptedly during the term of the Lease, occupy and use the Leased Premises for the purposes herein above specified, except while Leased Premises are untenable by reason of fire, flood, or other unavoidable casualty, and, in that event, the Landlord shall be promptly notified by Tenant. 9 19. Signs. Tenant must obtain written approval from Landlord prior to the construction or placement of any sign, signboard or other form of outdoor advertising, with exception to one facility identification sign bearing the Tenant's name and official seal or logo.
20. Building, Equipment and Facilities. Tenant will be responsible for any improvements to the Goldsworthy Desalter, including the building, wells, pumps, treatment process, pipes, and appurtenances. Tenant will be responsible for the maintenance of the Goldsworthy Desalter, including the building, wells, pumps, treatment process, pipes and appurtenances. Tenant will maintain the appearance of the exterior surfaces of the pump station and building including the roof.
21. Notices. Notices that either Landlord or Tenant are required or desire to serve on the other shall be valid only if addressed to the other as set forth below or as modified by notice to the other party. Notices shall be effective only if transmitted by United States Mail, Certified, Return Receipt Requested, First Class, postage fully pre-paid, or by reputable overnight delivery service. Notice delivered by overnight messenger are effective on the next business day after delivery to the messenger service by the sender.
Notice delivered by United States Mail are effective the third business day after the postmark date. Notices shall be addressed as follows:
Notices to Tenant:
Water Replenishment District of
Southern California
4040 Paramount Blvd.
Lakewood, CA90712
Attn: Assistant General Manager
Fax (562) 921-6101
Notices to Landlord:
City of Torrance
City Clerk
3031 Torrance Blvd.
Torrance, CA 90509-2970
Fax: (310) 618-2931
22 Default.
a. Default: Cure Riqhts: Remedies. Landlord may terminate this Lease upon the default by Tenant in its performance of an obligation under or violation of this Lease that is not cured within the applicable cure period set forth below. Termination of this Lease pursuant to the foregoing shall be initiated by written notice of Landlord to Tenant setting forth the obligations, which are in default, or the provision(s) violated (the "Default Notice"). lf the default is a failure to pay money to Landlord, then Tenant shall have 30 days to cure the default. lf the default consists of anything other than the failure to pay money to Landlord, then Tenant shall not be in default so long as Tenant promptly commences cure actions and thereafter diligently 10 prosecutes the same to completion. lf any default by Tenant is not timely cured within 90 business days then Landlord may terminate this Lease by further written notice to Tenant. Landlord reserves its rights to all other remedies available to it at law or in equity, including rights to damages and rights to injunctive relief.
b. Landlord shall not be in default under this Lease so long as Landlord promptly commences cure actions and thereafter diligently prosecutes the same to completion; however, the foregoing shall not delay or othen¡rise atfect Tenant's right to equitable/injunctive relief. Tenant reserves and shall have any and all rights and remedies under applicable law to which it may be entitled as a result of any such default by Landlord, including without limitation rights to damages and rights to injunctive relief.
23. Severability. lf any provision of this Lease is deemed illegal, invalid, unenforceable, or void by any court of competent jurisdiction, such provision shall be deemed stricken and deleted here from, but all remaining provisions will remain and continue in full force and effect.
24. Modifications. No provision of this Lease shall be modified except by written instrument duly executed by Landlord and Tenant. No modification to this Lease shall be valid, binding, or enforceable unless such modification is reflected in a written instrument duly executed by Landlord and Tenant.
25. No Waiver. No action or failure to act by Tenant or Landlord hereunder shall be deemed a waiver of any right or remedy afforded hereunder or acquiescence or approval of any breach or default by the other.
26. Entire Agreement. This Lease and the Exhibits identified below constitute the entire understanding and agreement of the Parties relating to the subject matter hereof.
The Exhibits forming a part of this Lease are:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Legal Description of Leased Premises
Map of Leased Premises
General Description of Leased Premises
Lease Payment Schedule
Appraisal of Lease Rate
Memorandum of Lease
27. Negotiated Document. This Lease is a negotiated document and shall not be interpreted for or against any Party by reason of the fact that such party may have drafted this Lease or any of its provisions.
28. Governmental Gapacity of City. The City of Torrance is entering into this Lease in its proprietary capacity as owner of land, not in its governmental capacity, and nothing in this Lease shall waive or alter any of the City's rights or powers in its governmental capacity.
11 29' Attorney's Fees. Should any litigation be commenced between the parties concerning the Leased Premises, this t-eaée, or the rights and duties of either in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for its attorney,s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.
30. Venue and Forum. This Lease shall be interpreted, construed and governed according to the laws of the State of California. Jurisdiction of any litigation ariéing from the License will be in Los Angeles County, California.
31. Signatures. The individual(s) executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Lease on behalf of the respective legal entities of the Tenant and the Landlord. l2
lN WITNESS WHEREOF, the City of Torrance and the West Basin Municipal Water District have executed this Lease Agreement as of the date first above written.
CITY OF TORRANCE
a municipal corporation
WATER REPLENISHMENT DISTRICT
OF SOUTHERN CALIFORNIA
A Water Replenishment District formed
under division 18 of the California
Water Code
By:
John President
Boa Directors
APPROVED AS TO FORM
Willard H. Murray,
Board of Directors
APPROVED AS TO FORM:
óe-_
Poirier, MMC
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By 6fKßrÌ,\n,
H. Francisco Leal
District Counsel
ATTACHMENTS: Exhibit A-Legal Description of Leased Premises Exhibit B-Map of Leased Premises
Exhibit C-General Description of Leased Premises
Exhibit D-Lease Payment Schedule
Exhibit E-Appraisal of Lease Rate
Exhibit F-Memorandum of Lease
Jéhhne-lr¡arie K. Litvin
DËputy City Attorney
l3
t4
Exhibit "A"
LEGAL DESCRIPTION OF LEASED PREMISES
Exhibit A - I
EXHIBIT A
LEGAL DESCRIPTION
THOSE PORTIONS OF LAND IN THE CITY OF TORRANCE, COUNTY OF LOSANGELES, STATE o]:-q:41!FoRNlA, BEING A PoRTloN oF PARcel r, pÀñcrl MAP NO, 15380 AS FILED IN BOOK 226 PAGES 59 AND 60 OF PNNCEL UÀPS Ir.¡ THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, OCSCiIEED NS FOLLOWS:
PARCEL A: DESALTER TREATMENT SITE (MAP T )
BEGINNING AT THE SOUTH\¡/EST CORNER OF SAID PARCEL 1;
THENCE South 89 degrees 59 minutes 51 seconds East for e distance of 146,93 feetBEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE North 00 degrees 00 minutes 09 seconde East for a distance of 10.00 feet; THENCE North 56 degrees 55 minutes 19 seconds East for a distance oî 124.74teät; THENCE North 3_8_ degrees 29 minutes 21 seconds East for a distance of 102.10 feeti THENCE South 08 degrees 35 minutes 59 seconds East for a distance of 72,49 feet; THENCE South 13 degrees 36 mlnutes 05 seconds West for a distance of 84.02 feei; THENCE South 76 degrees 13 minutes 06 seconds West br a dietance of 228,51 feót;
TO THE TRUE POINT OF BEGINNING
PARCEL B: NEW DESALTER WELL (MAP 2)
BEGINNING AT THE SOUTH\A'ESTERLY CORNER OF SAID PARCEL 1; THENCE South 89 degrees 59 minutee 51 seconds East for e dlstance of 100.76 feet; THENCE North 00 degrees 00 minutes 09 seconds East for a distance oî 204.71 feel;
BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION
THENCE North 00 degrees 00 minutes 09 seconds East for a distance of 32.00 feet; THENCE South 89 degrees 59 minutes 51 seconds East for a distance of 45.52 feet; THENCE South 00 degrees 00 minutes 09 sEconds West for a distance of 32,00 feet; THENCE North 89 degrees 59 minutes 51 seconds West for a digtance of 45,52 feet;
TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION
Exhibit A-2
Sheet I oî2
PARCEL G: MADRONA DESALTER WELL AND DISGHARGE (MAP 3)
BEGINNING AT THE SOUTH\A/ESTERLY CORNER OF SAID PARCEL 1; THENCE South 89 degrees 59 minutes 51 seconds EEst for a distance of 72.g0 feet; THENCE North O_O_degrees 00 minutes 09 seconds East for a distance of 2g0.5g feei;
BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION
THENCE Norlh 0O degrees 0O minutes 09 seconds East for a distance of 26.73 feet; THENCE South 89 degrees 59 minutes 51 seconde East for a distance of 62,56 feet; THENCE South 2_9 degrees 53 minutes 04 seconds East for a distance of 365.99 feet;THENCE North 25 degrees 19 minutes 20 seconds West for a distance of 3ô1 ,50 feei; THENCE South 00 degrees 00 minutes 09 secondg West for a distance of 1S.3g feet; THENCE South 61 degrees 17 minutes 13 seconds West for a distance of 48,2g faeti THENCE North Eg degrees 59 minutes 51 seconds Weet for a distance of 52,32leat;
TO THE TRUE POINT OF BEGINNING
Sheet 2 ol 2
Exhibit A-3
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POII.{T OF EECINNING
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PARCEL itAP NO. 15380
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TRUE POIT{Í OF BECINNING
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PARCET .A,
DESAITER TREATUENT SÍIE
À- 17,790 SQ FT
Exhibit A-4
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POINT OF BEGINNING
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PARCEL MAP NO. 15380
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MAP 2
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TRUE POINT OF BEGINNING
PARCEL '8,
NEW DESqITER WELL
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Exhibit A-5
MAP 3
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Exhibit A-6
Exhibit "B"
MAP OF LEASED PREMISES
Exhibit B - 1
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Exhibit "C"
GENERAL DESCRIPTION OF LEASED PREMISES
Exhibit C ^ 1
Exhibit C
GENERAL DESCRIPTION OF LEASED PROPERTY
The property leased to the Water Replenishment District of Southern California is located at the City of Torrance's City Service Facility located at 20500 Madrona Avenue for the operation, maintenance, and construction of improvements to the Goldsworthy Groundwater Desalination Treatment Plant (Desalter), on-site Wells, and Ancillary Facilities. The leasehold consists of three separate areas as shown on the Map of the Leased Premises (Exhibit B). The three-leased parcels are as follows:
Lease Area Area in Square Feet (SF)
Parcel A - Goldsworthy Desalter Treatment
Plant Site
Parcel B - New Desalter Well
17,790 SF
1,415 SF
Parcel C - Madrona Desalter Well
& Discharge Area
Total Leased Property
1,885 SF
21,132 SF
Exhibit o'D"
LEASE PAYMENT SCHEDULE
Exhibit D - 1
EXHIBIT D
LEASE PAYMENT SCHEDULE
lnitial First Three-Year (36 Month) Period of Lease
FiscalYear Effective Date Pavment Due
FY 21-22
Januarv 1.2022 i9,509 Februarv 1.2022
Februarv 1.2022 $ 9,509 March 1,2022
March 1,2022 $ 9.509 April 1, 2022
April 1.2022 $ 9,509 Mav 1,2022
lllav 1,2022 $ 9,509 June 1 ,2422
June 1 ,2022 $ 9,50e Julv 1,2022
FY 22-23
Julv 1,2022 $ 9.509 Auoust 1.2022
Auqust 1,2022 s 9.509 September 1.2022
September 1,2022 $ 9,50e October 1,2022
October 1,2A22 $ 9.509 November 1,2022
November 1,2422 $ 9.509 December 1,2022
December 1.2422 9.509 Januarv 1,2023
Januarv 1.2023 9,509 Februarv 1,2023
Februarv 1,2023 $ 9.509 March 1.2023
March 1,2023 $ 9.509 April 1 .2023
Aoril 1.2423 $ e,509 Mav 1,2023
Mav 1.2023 $ 9.509 June 1. 2023
June 1 .2023 $ 9,509 Julv 1.2023
FY 23-24
Julv 1, 2023 $ 9.509 Auoust 1.2023
Auqust 1,2023 s 9.509 September 1.2023
September 1,2023 $ 9.509 October 1,2023
October 1,2023 $ 9.509 November 1,2023
November 1. 2023 i9.509 December 1,2023
December 1.2023 i9,509 Januarv 1,2024
Januarv 1.2423 ;9,509 Februarv 1,2024
Februarv 1.2023 $ 9,509 March 1,2024
March 1.2023 $ 9.509 April 1 ,2A24
Aoril 1 ,2423 $ 9.509 Mav 1,2424
Mav 1.2023 $ 9,509 June 1 2024
Julv 1.2024June 1 .2023 $ 9,509
FY 24-25
Julv 1,2024 $ 9.509 August 1,2024
September 1,2024Auqust 1,2024 $ 9.509
September 1,2024 $ 9.509 October 1,2024
October 1,2024 9,509 November 1,2024
November 1,2024 9,509 December 1,2024
December 1,2024 9,509 Januarv 1,2024
Exhibit "E"
APPRAISAL OF LEASE RATE
Exhibit E - 1
EXHIBIT E
TRANSIT TE
CRENSHAW
RMINAL SITEBLVD., TORRANCE
Proscnted By:
TODD N. ïAUG¡{ËR, SIOR
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PROPERTY SUMMARY
Two-acre
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BROKER OPINION OF VALUE ITRANSIT TERMINAL SITE, CRENSHAW BLVD., TORRANCE *r-.---.._ m^0EnrËftx I
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PROPERTY FEATURES
PropefiType: UnimprovedLônd
Lond: Approx.383,328 SF (8.80 Acres)
Zonlng: TOM2
APN: 7352-OO2-911,912
COMMENTS
. Well Located lndustrialSite in
Central Torrance
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BROKER OPINION OF VATUE ITRANSIT TERMINAL SITE, CRENSHAW BLVD., TORRANCE Tlre Torratrce Trðnsit Terminal site is ä unique approximâte 8.8o-acre slte locatecl along the west side of Crenshaw BoLllevard Just soutlr of the 208tlr Street signô1. lt ls well located and sltuated ìn suclr a wôy as to appeal to <¡utdoor storðge uses. Noïe that the ground lease value provided is bêsed upon a finished site suitable for ground lease uses. I'his means the opinion ls based upon the property being dclivered in e pavecl condition, with proper fencing and utilities to the site, including lighting standards. The party responsible for paying for these improvements can be negotiated with the proposecl ground lessee. f\4y opinion is that the property has a ground lease value ln the renge of $0.45- $0.47 per square foot per month Net (nrearrirrg the grourrd lessee would also pay reðl estate taxes, insurance and rnôintenônce). Note that this lc'ase range of $0.45-$0.47 Net of land area is realistic for 1-acre (43,560 square fcet) up to and inclu<1ing the entire 8,8O-acre site. This ground lease range is l¡ased upon a Jo/oreÍurn on $78-$80 land value per squôre foot. Note that this land value ($78-$80 per foot) is corrservative, as tlris land site is worth ôt least 1O-157o more if it were offered for sale.
BROKER OPINION OF VATUE
SOUTH BAY INDUSTRIAT MARKET OVERV¡EW
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BROKER OPINION OF VALUE ITRANSIT TERMINAL SITE, CRENSHAW BLVD.. TORRANCE FtouRrsl{n{GAcTtvtü coilTDruED towvAcAr{cY 11{ THE SouTH BAY The South Bay is home to a full spectrum of industrial uscrs including all forms of manufacturing, assembly, food processing, service providers, E-commerce, warehousing and imporVexport of goods.
It is the nation's premier market for sea and air cargo-centered industrial users. As such, it features a high concentration of firms focused on international trade at the ports. As of Q4 2020, the total industrial base in the South Bay industrial market was approximately 223 million square feet, ancl the overall vâcancy for the South Bay hovered aT2o/o.
covtD coltcERil, BnEtF PAUSE,ÎHEN OUTCK nEBOUilD
The Southern California industrial market was performing well pre-COVID and, after a brief pause due to the pandemic, quickly adapted. Market fundamentals have generally improved with E-commerce sales being the biggest driver of activity. Blg box fulfillment and short-term requirements led to new leasing activity whlle many existing tenants are contentto renew. ln addition to user demand, investor demand has been exceptionally strong from both privôte and institutional investors.
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1 E-Commerce
1 RetailGoods
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å Technology
+ Manufacturing
1 Trucking
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Los Angeles and in pôrticular, the South Bay, is perhaps thc' most resilient industrial market in the Country, A massive consLlmer population, a major trade gateway, multi-n'ìodel transportation options, and nonexistent developable land sites are among the key fundamentals that help to insulate the market. Continued growth of E-commerce (and the 3PLs supporting them)will lead to stronger fundamentals and supply is not expected to keep pace with demand.
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2 BROKER OPINION OF VALUE ITRANSIT TERMINAL SfTE, CRENSHAW BLVD,, TORRANCE 27¡¡O Cal¡fomia Street
Torrance, CA 9O5O3 18,467
f/50WædSte€t
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7815 Somerset Boulevard
Paramouñl CA 90723 78,600 5,000
1&420 S Súb Fo"Aæoue
com@fì,cA9O22r r4461!' 94,000
3O5 Crenshaw Boulevðrd
Torránce, CA 90503 189,922
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BROKER OPINION OF VALUE ITRANSIT TERMINAL SITE, CRENSHÀW BLVD.. TORRANCE GROUND TEASE COMPARABLE TRANSACTIONS 202,1
SITEADDRESIS
311 Wa:nwriçhi AvenJe
\ ¡lnilqtcr. CA 9O744
1200 W Jon Street
Tonance. CA 90502
336 E D Sùeet
lv,hiigt3i, CA 9O744
233 E Alondra Boulevard
Gardena, CA 90248
151Ct S Sân Pedro Sireei
Ga-de'ìa, C¡.90248
13OO S Aüantic Avenue
Compton. CA 90221
2934 E Lðs Hermanas Street
Rô1cho Dom¡nguez, CA 90221
LÊSSOR
TESSEE
Otplex. LLC
CÌV of Torrônce
Pô¡tners Capital
STS Logistics
Frederick & Dorcthy Lôcy Farnily Tr:st
RTS Holding
DS Services
Sho Hôi
Fenton Gardenô
Coniêiner Alliânce
Mê11¡n Land Management
Ryder Vehicle Sales
Terreeno Reðliy CcrÞ-
Lincol¡ TrônspoÍai.on
5!21/2D 22,OOO c51
1t24t20 â7 trqô 0.86
10ßa/2a 38,038
7t27/20 47.208 108
5/29t24 51,401 'il8
3ß1t20 78.408 1.80
11/30t20 144,464 249
1t1/21 110,642
fl1izA 125.452 2.88
7t9t2O 126.',ì06 289 rfr^
3/31120 137.214 3.15 IG
2/3t20 140,263 M2
at28/24
TRANS.
DATE
TJAND I.A¡{D
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14732 S Maple Avenue
Gardena, CA 90248
19'C1 S Broadway
Gôrcerô. CA 90248
6901 Cherry Avenue
Long Beôch. CA 90805
13ôa W Þâc:1c Ccas: Higiwôy
Long 3eðch, CA 90810
14000 S Avalon Boulevard
Unincorp LA. CÁ 90061
1450 E )cm¡rg,ez Street
Long tseach. CA 90810
'19021 S Reyes Avenue
Rancho Dcminguez. CA 90221
Teffeno Realty Corp
Streêm L¡nks Express
KL Fenix Corporô:icn
Vôsquez TrJc<ing
Weber tvletals
Bee lmaqe
Þêcific Drêyôge Se¡/:ces
Seê-log¡x
Pacìfic Sintered Metals
Nexxgèn Enterprises
Alere Properly Group
Pacifìce Tricks
First lndustria¡ Realty Trusî
ADP Express
2254
9 $0 s2 G $050 c
$O.ss G s0s5 G
10 11
12 13
14 2 $048 G $043 G
25 s042 G
209.959 4.82
10t18t20 27A348 6.39 M2 $0.475
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BROKER OPINION OF VALUE ITRANSIT TERMINAL SITE. CRENSHAW BLVD.. TORRANCE
GROUND TEASE COMPARABLE MAP
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Exhibit "F"
MEMORANDUM OF LEASE
Exhibit F - I
Exhibit F- MEMORANDUM OF LEASE
RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:
City of Torrance
3031 Tonance Blvd.
Tonanceo CA 90503
Attn: City Clerk
Space Above Line For Recorder's Use)
Exempt from Recording Fees under California GovemmentCode27383.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this "Memorandum'o) is dated as of January 1, 2022, and is entered into by and between the CITY OF TORRANCE ("Landlordoo), and the Water Replenishment District of Southern California ("Tenant").
RECITALS
A. Landlord and Tenant entered into that certain dated as of January 1,2022 (the "Lease") for land in Torrance, California.
B. Landlord and Tenant desire to enter into and record this Memorandum in order to comply with applicable law requiring that municipal leases be recorded.
AGREEMENT
Landlord and Tenant hereby incorporate the Lease herein by referenceo and acknowledge that the Lease term commences on January 1,2022 and expires l0 years thereafter, subject to 2 options in favor of the Tenant to extend the term of the Lease for 5 years each (for a maximum of 20 years), and subject to certain rights to terminate granted each party in the Lease,.
Upon the termination of the Lease, or the failure of the Lease to become effective, Tenant shall promptly execute and return to Landlord, duly acknowledged, a recordable termination of this Memorandum in a form reasonably requested by Landlord, and if Tenant fails to do so, Landlord may unilaterally execute and record such a termination document.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum.
LANDLORD:
OF TORRANCE
By:
Patrick J. Furey, Mayor
ATTEST:
Rebecca Poirier, City Clerk
TENANT:
Water Replenishment District of Southern California
By:
General Manager
A notary public or other offìcer
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.
State of California
County of Los Angeles
On
)
before me,
(insert name and title ofthe 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.
(Seal)
)