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HomeMy WebLinkAboutUkiah Players Theater 2021-09-01Page 1 LEASE This Agreement is entered into this ___ day of September, 2022, in Ukiah, California, by and between Ukiah Players Theater (“Lessor”), a non-profit corporation acting by and through its Board of Directors and its' non-profit successors with its principal place of business located at 1041 Low Gap Road, Ukiah CA 95482 and the City of Ukiah (“Lessee”) with its principal place of business located at 300 Seminary Ave., CA. 95482. Lessor and Lessee shall hereinafter collectively be referred to as the “Parties”. 1. Lease of Premises. Lessor hereby agrees to lease to Lessee and Lessee agrees to lease from Lessor the facilities located at 1041 Low Gap Road, Ukiah CA 95482, including office, store-front, warehouse and fenced outdoor area (“Premises”) shown as Exhibit A. 2. Term. A. The term of this Lease shall be for a period of twenty-five (25) years, commencing on the date the Lease is signed, through September 30, 2046. B. The lease period shall be twenty-five (25) years from the date of the execution of this agreement by both parties. C. Rent shall be payable to the City at the rate of One Dollar ($1.00) per year throughout the term hereof. D. Lessee agrees to operate and maintain the building for the purposes of Lessees and for the benefit of the community of the City of Ukiah. Management of said building shall be the responsibility of Lessees. E. Lessee agrees to provide utilities and maintenance of the building and grounds and to perform upkeep as to provide a neat, attractive premises at all times. 3. Ownership of new improvements. All improvements constructed by this lease shall be owned by Lessee until expiration of the term or sooner termination of this Lease. Lessees shall not, however, remove any improvements from the premises nor waste, destroy, or modify any improvements on the premises, except as permitted by this lease or with prior approval of Lessee. The Parties covenant for themselves and all persons claiming under them that the improvements are real property. 4. Ownership at termination. All improvements on the Premises at the expiration of the term or sooner termination of this Lease shall, without compensation to Lessees, then become City's property, free and clear of all claims to or against them by Lessees or any third person, and Lessees shall defend and indemnify City against all liability and loss arising from such claims or from City's exercise of the rights conferred by this Paragraph. 5. Termination. It is further provided that in the event Lessees abandon the use of the building for purposes consistent with the UPT non-profit charter this Lease shall terminate. 6. Governing committee. Lessees shall provide a governing committee for the operation of the Playhouse, which said committee shall consist of at least one representative of Ukiah Players Theatre, and one representative of the City of Ukiah to be appointed by the City Council. COU No. 2122-102 Page 2 7.Entry and Inspection. During the term of this Lease, Lessor may enter the Premises only under the following circumstances: (a) In case of emergency. (b) To inspect the premises during normal business hours and upon reasonable prior notice to Lessee; (c) To supervise or inspect work performed by Lessee; to inspect the condition of the Premises; supply necessary or agreed services; or to exhibit the Premises to prospective or actual purchasers, mortgagees, lessees, workers, contractors, or government agencies. (d) If Lessee abandons or surrenders the Premises. (e) Pursuant to Court order. 8. Damage to Premises. Within 48 hours of its occurrence, Lessee shall notify Lessor of any damage or accident occurring on the Premises. Subject to the limitations set forth in this Paragraph, if, at any time during the term of this Lease, the Premises are damaged or destroyed by fire or any other casualty covered by Lessor's fire and extended coverage insurance, Lessor shall promptly repair, rebuild, or restore the Premises to substantially the same condition as was originally delivered to Lessee under this Lease. Notwithstanding the foregoing, Lessor shall not be obligated to expend for repairs or rebuilding an amount in excess of the net insurance proceeds recovered by Lessor for damage to the Premises. “Net insurance proceeds” means the total amount of proceeds recovered and attributable to the Premises, less any expenses incurred by Lessor in recovering the proceeds. Lessor shall commence repair, restoration, or rebuilding work, as appropriate, not later than 60 days after the occurrence of the event causing damage or destruction, and shall cause construction to be completed not later than one year after the occurrence of the event causing damage or destruction. If Lessor does not commence or complete construction within the time periods described in this paragraph, Lessee shall have the right to terminate this Lease by giving Lessor written notice within 10 days after expiration of the applicable time period. Lessor shall have the right to terminate this Lease and shall have no obligation to repair, restore, or rebuild the Premises under any of the following circumstances: (a) The Premises are damaged or destroyed by a casualty not covered by Lessor's insurance. (b) The Premises is damaged or destroyed by any cause and the cost of repair, restoration, or rebuilding exceeds a total of 85 percent of the then-replacement cost of the building. (c) At least 50 percent of the gross leasable floor area of the Premises is destroyed or damaged by any cause. Page 3 (d) The Premises are damaged in whole or in part by any cause during the last three months of the term of this Lease. If Lessor elects to terminate this Lease under any of the above circumstances, Lessor shall give written notice to Lessee not later than 30 days after occurrence of the casualty. Such notice shall set forth the date on which the termination is to be effective. That date shall be not less than 30 days, nor more than 60 days, after the date of the termination notice. If the type of partial or total destruction described in Subparagraph (d) of this paragraph occurs, Lessee shall have the same right as Lessor to terminate this Lease, subject to the same notice requirements, provided that Lessee gives its notice of termination prior to the time Lessor commences repairs to or restoration of the Premises. If this Lease is not terminated pursuant to the provisions of this paragraph, Lessor's obligation to repair and rebuild is limited to construction of the perimeter walls, floor, ceiling, and roof of the Premises, and excludes any interior finishing and the store- front for the Premises. The Premises as completed by Lessor shall contain approximately the same amount of gross floor area as existed prior to the damage or destruction. Lessee must, at his own cost and expense, repair and rebuild the Premises to the extent not repaired or rebuilt by Lessor, in accordance with plans and specifications approved by Lessor and in accordance with all applicable building codes. Lessee shall commence its repair and rebuilding and diligently pursue the work to completion promptly after receiving written notice from Lessor that Lessor has completed its repair and rebuilding obligations. All such repairs must be completed within 90 days of receipt of such notice. All insurance proceeds payable with respect to the Premises shall belong to and be payable to Lessor. If Lessor does not elect to terminate this Lease, the insurance proceeds shall be disbursed in the following order: first, to Lessor's cost of rebuilding or restoration; second, to Lessee's cost of rebuilding or restoration, excluding costs covered by Lessee's insurance and also excluding the cost of any Lessee trade fixtures or stock in trade; and third, to Lessor, as Lessor's sole property. No amount shall be paid to Lessee until after the completion of Lessee's work and the expiration of the period during which a mechanic's lien arising from Lessee's work could be filed. 9. Hazardous Materials. Lessee will not use, store, or dispose of any hazardous substances upon the premises, except the use and storage of such substances that are customarily used in Lessee’s business, and are stored and handled in compliance with all environmental laws. As used in this paragraph, hazardous substances means any hazardous waste, substance or toxic materials regulated under any environmental laws or regulations applicable to the property. Lessee shall be responsible for the cost of removal of any toxic contamination caused by Lessee’s use of the premises. 10. Insurance and Indemnification of Lessor. Lessor shall not be liable for any damage or Page 4 injury to Lessee, or any other person, or to any property, occurring on the Premises. Lessee agrees to hold Lessor harmless from any claims for damages arising out of Lessee’s use of the Premises, and to indemnify Lessor for any expense incurred by Lessor in defending any such claim or claims. Lessees agree to maintain fire insurance on the building, together with public liability insurance in the amounts of $500,000/$1,000,000, each such policy naming the City of Ukiah as an insured party. 11. Abandonment of Premises. Lessee shall not vacate or abandon the Premises during the term of this Lease. If Lessee does abandon or vacate the Premises or is dispossessed by process of law, or otherwise, any personal property belonging to Lessee left on the Premises will be deemed to be abandoned, at the option of Lessor. 12. Trade Fixtures. Any and all improvements made to the Premises during the term of this Lease shall belong to the Lessor, except trade fixtures of the Lessee. Lessee may, upon termination, remove all his or her trade fixtures, but shall pay for all costs necessary to repair any damage to the Premises occasioned by the removal. 13. Assignment and Subletting. Lessee shall not assign this Lease or sublet all or any portion of the Premises unless Lessee first obtains the written consent of Lessor. The consent of Lessor to any one assignment or subletting shall not be deemed to be consent by Lessor to any subsequent assignment or subletting. Any assignment or subletting without Lessor's prior written consent shall be void and, at Lessor's option, be deemed a material breach of this Lease. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of Lessor and Lessee. 14. Lessor’s Transfer of Title. In the event of a transfer of Lessor’s title to or interest in the Premises during the term of this Lease, Lessee agrees that the grantee of such title or interest shall be substituted as the Lessor under this Lease, and the original Lessor shall be released of all further liability; provided that all deposits will be transferred to the grantee. 15. Estoppel Certificate. Upon 10 days’ prior written notice from Lessor, Lessee will execute, acknowledge, and deliver to Lessor a statement in writing: “1) certifying that this Lease is unmodified and in full force and effect “or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any; and “2) acknowledging that there are not, to Lessee’s knowledge, any uncured defaults on the part of the Lessor, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective buyer or encumbrancer of the premises. Page 5 At Lessor’s option, Lessee’s failure to deliver such statement within the time period set forth above shall be a material breach of this Lease or will be conclusive upon Lessee: “1) that this Lease is in full force and effect, without modification except as may be represented by Lessor, “2) that there are no uncured defaults in Lessor’s performance; and “3) that not more than one month’s rent has been paid in advance. If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee agrees to deliver to any lender or buyer designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or buyer. All financial statements will be received by the Lessor or the lender or buyer in confidence and will be used only for the purposes set forth. 16. Default. Lessor and Lessee agree that every condition, covenant, and provision of this Lease is material and reasonable. Any breach by Lessee of a condition, covenant, or provision of this Lease shall constitute a material breach. For any material breach by Lessee, Lessor may serve upon Lessee a written ten-day notice that describes the breach and demands that Lessee cure the default “if a cure is possible). If Lessee does not cure the default within the ten days, or if a cure is not possible, this Lease shall be terminated. The appointment of a receiver, an assignment for the benefits of creditors, or the filing of a petition in bankruptcy by or against Lessee, shall constitute a breach of this Lease by Lessee. 17. Governing Law and Venue. This Lease shall be governed by the laws of the State of California. Venue for any action brought to enforce the provisions of this Lease shall be the Superior Court for the County of Mendocino. 18. Waiver. No failure of Lessor to enforce any term of this Lease will be deemed to be a waiver. 19. Notices. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to either party to this Lease by the other party to this Lease shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom they are directed or any managing employee of that party, or in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to said party at the address set forth in the first paragraph of this Agreement. Either party may change its address for purposes of this paragraph by giving written notice of that change to the other party in the manner provided in this paragraph. 20. Time. Time is expressly declared to be of the essence in this Lease. 21.Construction-Related Accessibility Standards: Lessor states that the Premises has not been inspected by a Certified Access Specialist. 22. Americans with Disabilities Act. The Parties are aware of the existence of the Americans Page 6 With Disabilities Act, which may require costly structural modifications. The parties are advised to consult with a professional familiar with the requirements of the Act. 23. Authorization to Execute. Each of the Parties represents and warrants that the person executing this Lease is duly authorized to execute agreements and bind on behalf of the party for which they sign. 24. Entire Agreement. This instrument constitutes the entire agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, and the lease term created under this Lease, and correctly sets forth the obligations of Lessor and Lessee to each other as of the date of execution. Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void. LESSOR LESSEE By: By: ____________________________ Name: Name: ____________________________ Its: Its: ____________________________ Sage Sangiacomo City of Ukiah, City Manager Page 7