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HomeMy WebLinkAboutReso 92-391 - Approve Diestelhorst Landing Office Park Land & Bldg Lease agreement between COR & American Red Cross (Shasta Area Chapter) i ' RESOLUTION NO. 2-- C?/ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE DIESTELHORST LANDING OFFICE PARK LAND AND BUILDING LEASE AGREEMENT ENTERED INTO BETWEEN THE CITY OF REDDING AND THE AMERICAN RED CROSS (SHASTA AREA CHAPTER), AND AUTHORIZING THE MAYOR TO SIGN SAME. ,I IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1. That the City Council of the City of Redding hereby approves the Diestelhorst Landing Office Park Land and Building Lease Agreement between the City of Redding and The American Red Cross (Shasta Area Chapter), a true copy of which is attached hereto and incorporated herein. 2. That the Mayor of the City of Redding is hereby authorized and directed to sign said Lease Agreement on behalf of the City of Redding, and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding on the aforesaid document, when appropriate. I HEREBY CERTIFY that the foregoing resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 15thday of September, 1992, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Anderson, Dahl, Kehoe and "loss NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Arne*s" ABSTAIN: COUNCIL MEMBERS: None �i CHARLIE MOSS, Mayor u ATTEST: i CONNIESTROH AYER, City r .i FORM APPROVED: i RA14DALL A. HAYS, eity Attorney N D:\D1\SH9-1.CC d -- i I i i DIESTELHORST LANDING OFFICE PARK LAND AND BUILDING LEASE AGREEMENT I AMERICAN RED CROSS, SHASTA AREA CHAPTER THIS LEASE AGREEMENT is made and entered into this day of 1992, i. by and between the CITY OF REDDING, a Municipal Corporation and General Law City, hereinafter referred to as "Lessor" and the AMERICAN RED CROSS, SHASTA AREA CHAPTER, a Non-profit 'i Corporation, hereinafter referred to as "Lessee"; WITNESSETH: i WHEREAS, Lessor owns certain land and premises at 2280 Benton Drive, Redding, California (Diestelhorst Landing Office Park), which are not needed for municipal purposes in the immediate future; and WHEREAS, Lessee has need for office space to carry on its non-profit charitable activities; NOW, THEREFORE, IT IS AGREED by and between the parties hereto as follows: 'i I. Term. Lessor, for and in consideration of the covenants, conditions, and agreements herein set forth t to be kept and performed by Lessee, does hereby grant, demise, and lease unto Lessee, subject to all of the conditions, covenants, terms, and agreements hereinafter set forth, that part of the Diestelhorst Landing Office Park described in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter called "Premises") for a term of twenty-five (25) 'i years commencing on the date an occupancy permit is issued for the building. ,i II. Rent and Other Charges. A. The rent to be paid by Lessee to Lessor under this Lease Agreement shall consist of a common area and building repair and maintenance charge and administrative charge. i The common area and building repair and maintenance charge is based on the estimated cost to Lessor to provide the following: 1. Maintenance of landscaping, excluding water for leased area. 2. Maintenance by contract or otherwise for heating and air conditioning equipment. 3. Replacement of plants or lawn, as needed. 4. General building maintenance and repairs. .I 5. Prorata share of external lighting in parking area not attached to the leased building. 6. Prorata share of garbage collection. 7. Reroofing the building every twenty years. 8. Resurfacing the parking lot every twelve years (18 spaces). I i 9: Replacement of air conditioners or heaters as needed or approximately every ten years. 10. Restriping of parking areas every three years. 11. Refurbishment of the project identification sign every ten years. 12. Repainting exterior building trim every three years. 13. Repainting building exterior every eight years. 14. Administrative costs equal to five percent of items 7 - 13. i The initial rental rate for the common area and building repair and maintenance charge is 20 cents per square foot. It is anticipated that the Premises will be divided into three separate office spaces with the reception area, bathrooms, conference room, and storage space used in common. II The Lessee shall be responsible for a share of the rent based upon the actual square footage of the Premises which is occupied by Lessee, plus a prorata share of the square footage of the common area. The following is the breakdown of the square footage of the office area and the prorated share of the common area to be occupied and utilized by Lessee: 1054 square feet of office space plus 368 square feet of the common area. Total square footage = 1,422 In addition to the prorata share of the common area and building repair and maintenance charge to be paid by Lessee, Lessee shall pay 50 percent of an administrative charge which charge is approximately 5.5% of the common area and building repair and maintenance charge for the complete Premises. Lessee's portion of the initial monthly rent for the Premises will be Three Hundred Six j Dollars ($306.00). i Said rent shall be payable in advance on the first day of each and every month during the term of this Lease Agreement to an authorized representative of the Shasta Region Big Brothers/Big Sisters, or their successor, hereby designated "Master Lessee" for the purposes of this Lease Agreement. B. The estimated annualized cost for items 1 - 6 and 12 of paragraph ILA above shall be adjusted annually, based on bids for work, actual costs incurred over the previous twelve-month period, and/or uniform garbage collection and City of Redding Electric Utility rates. C. By entering into this Lease Agreement, Lessee understands that Lessor has budgeted Three Hundred Sixty-One Thousand and 00/100 Dollars ($361,000.00) for construction of the building and Twenty-Six Thousand and 00/100 Dollars ($26,000.00) for installa- don of landscaping on the leased area. Provided, however, that the parties hereto acknowledge that Lessor is solely responsible for the construction of the leased Premises, and except as hereinafter set forth regarding the interior appointments, Lessee shall not be responsible for any cost overruns. Lessor and Lessee agree to cooperate to j design the building so as to accommodate Lessee's specific needs and to make the building energy efficient to the extent reasonably practical. �I - 2 - i It is further understood that all interior appointments (except for carpeting, painting of interior walls, installation of toilets, wash basins, doors, and standard lighting fixtures, which are covered in the construction budget), specifically, blinds or drapes, special j lights, or special wall coverings either in Lessee's office area or in the common area, shall be the responsibility of Lessee and the other occupants of the Premises by mutual consent. i D. Rent and other charges called for in this Lease Agreement shall be payable monthly, in advance. Lessor is entitled to collect from Lessee, and Lessee agrees to pay to Lessor or authorized representative, as described in Section II.A of this Lease Agreement, upon invoice, any rentals, fees, and charges set forth herein. Any rentals, fees, and charges more than thirty (30) days past due shall be subject to a service charge of one and one- half percent (11/2%) per month, based on an annual rate of eighteen percent (18%). Without prejudice to any other remedy which otherwise might be used for non-payment of rent, fees, and charges, or other breach of this Lease Agreement, if Lessor is required or elects to pay any sum or sums or incurs any obligations or expense by reason of a failure, neglect, or refusal of Lessee to perform any one or more of the terms, conditions, and covenants of this Lease Agreement, or. as the result of any act or omission of Lessee contrary to said terms, conditions, or covenants, the sum or sums so :i paid by Lessor, including all interest, costs, damages, or penalties, may be added, after thirty (30) days' written notice by Lessor to Lessee, to any installment or rent thereafter due hereunder, and each and every day thereafter the same shall be and become additional rent recoverable by Lessor in the same manner and with like remedies as though it were originally a part of the rent as set forth hereinabove. III. Utilities. Lessee shall pay the costs for any utility services that are furnished to Lessee at said Premises, within Lessee's individual office space, expressly including, but not limited to, a sewer, water, electricity, natural gas, telephone, and cable television. In addition, Lessee shall pay a prorata share of the costs for any utility services that are furnished at said Premises within the common areas expressly including, but not limited to, sewer, water, ii electricity, natural gas, telephone, and cable television. Included in the common area charges shall be the provision for water and electricity needed for the maintenance of the landscaping of the lease area, and for exterior lights on the building or in the lease area used to accent the building at night. Payment of the common area utility charges will be trade to Master Lessee according to the following schedule: Lessee (Red Cross) - 37% of common area utility charges. The above schedule does not preclude Master Lessee and Lessee from reaching an alternative ;i mutually agreeable arrangement for payment of the common area utility charges. .I N• Taxes A. Lessee shall pay promptly any taxes assessed against Lessee's personal property, and any possessory interest tax levied by reason of Lessee's occupancy of the subject Premises and the improvements constructed thereon. - 3 - B. Lessee covenants and agrees to pay any and all taxes which may be levied and assessed 1 against the leased Premises, in addition to the rental payments herein provided. Lessor represents that the subject property is currently exempt from taxation, though it is unclear as to whether such exemption will continue in the future. Provided, however, that Lessee shall not be liable for increases in real property taxes that result from changes in ownership of the Premises. For the purposes of this Lease Agreement, "change in ownership" has the same definition as in California Revenue and Taxation Code sections 60-62, or any amendments or successor statutes to those sections. Lessor shall not resist any challenge of nor appeal of property tax assessments or valuations. Any property taxes payable for the current year shall be prorated as of the date on which this Lease Agreement term commences. V. Use of Premises. li The Premises shall be used by Lessee for the normal and customary charitable and non-profit activities of Lessee and for no other purpose. Specifically, no political and/or religious activities or uses shall be permitted on the leased Premises. In addition, no overnight lodging for any reason whatsoever shall be permitted on the leased Premises. In connection with the normal and customary non-profit activities of Lessee, it is covenanted and agreed that Lessee will confine Lessee's use during the term of this Lease Agreement to the daylight hours of Monday through Friday of each week, although occasional evening or weekend use shall not 'I constitute a breach of this Lease Agreement. .r During times of local, State, or Federal emergency, it is further agreed that Lessee may extend the hours of usage of its assigned office space as needed, in order to fulfill the Red Cross mission. It is the intent of this Lease Agreement that the usage of the leased Premises shall be confined to office functions only, and shall not include entertainment, lodging, retail, food, or beverage services, even if'such activities are a customary activity of Lessee. Provided, however, that periodic sale of educational materials necessary for instructional activities of Lessee shall be allowed. No activities shall be conducted or carried on within the demised Premises in violation of any ' ordinance, law, statute, bylaw, order, or rule of any governmental agency having jurisdiction thereover. i :f - 4 - VL Use of Conference Room, Storage Space and Entry Area A. The entry area (lobby) is not to be used as an extension of Lessee's office space. The area shall be kept clear in order to allow unobstructed passage to each office, or the common area or restrooms. Any decorations shall be mutually agreed upon by all occupants of the Premises. i I B. Storage areas shall not be used for the storage of toxic, hazardous, or explosive materials. 'I C. Use of the common conference room shall be arranged through the Master Lessee based i on the following schedule: i Lessee (Red Cross) - two week days each week plus 20 weekends per year. !j The above usage schedule does not preclude occupants of the Premises from reaching an a� alternative mutually agreeable schedule. Any schedule that is adopted shall be as fair as possible to each occupant by alternating usage days from week to week. 'i 0 Use of the conference room by others for meetings not exceeding 62 persons shall be per-mitted if the occupant of the Premises who would otherwise use that day or evening is in agreement and only on a day-today basis. Any revenues from such usage shall be held by Master Lessee for replacement of carpeting, bathroom fixtures, wall repainting, utility pay- ment of common areas, and other improvements of the common area or landscape area of the building. Under no circumstances shall the conference room be used for political or religious purposes nor made available to groups that discriminate by virtue of race, color, creed, religion, sex, age or national origin. Nor shall such usage violate any of the terms of this Lease Agreement. VII. Compliance with Law. i j Lessee covenants and agrees to comply with all statutes, laws, ordinances, regulations, orders, judgments, decrees, directions, and requirements of Lessor, and of all Federal, State, County, and City authorities now in force or which may hereafter be in force applicable to said leased Premises. Except that Lessee shall not be obligated to comply with any law that requires alterations, maintenance, or restoration to the Premises, unless the alterations, maintenance, or restoration are required as a result of Lessee's particular and specific use of the Premises at the time. Lessor shall make any alterations, maintenance, or restoration to the Premises required by such laws that Lessee is obligated to make. The judgment of any Court of competent jurisdiction or the admission of Lessee in any action or proceeding against Lessee, whether Lessor be a party thereto or not, that any such ordinance or statute has been violated in the use of the Premises shall be conclusive of the fact as between Lessor and the offending party and shall subject this Lease Agreement to immediate termination at the option of Lessor, subject to Lessee's right to cure any default of this Lease Agreement as hereinafter set forth. i VIII. Services to the Public. J I, II i j - 5 - d t� i j Lessee 'shall make its activities and services available to area residents without discrimination as to race, color, creed, religion, sex, age, or national origin, and shall refrain from imposing or levying excessively discriminatory or otherwise unreasonable rules, charges, or fees for any use of the facilities or activities; provided, however, that Lessee shall have the privilege to refuse admittance to any person or persons for just cause, but not to discriminate by virtue of race, color, creed, religion, sex, age, or national origin. i IX. Waste; Ouiet Conduct. Lessee shall not commit nor suffer to be committed any waste upon said Premises, nor any nuisance or other act or thing which may disturb the quiet enjoyment of any other occupant or use of Lessor's adjoining Premises. X. Maintenance. A. By entry hereunder, Lessee accepts the Premises as being in good condition and repair, i and shall, upon termination of this Lease Agreement or earlier cancellation thereof, leave said Premises in as good a condition and repair as the same are now, reasonable use and wear thereof excepted. B. Lessee shall at all times keep the building and improvements in a safe, clean, neat, and sanitary condition, subject to the limitation hereinabove set forth in Section VII, and i shall comply with all laws, ordinances, and regulations pertaining to health and safety. C. Lessee shall be responsible for all interior maintenance of the building, including janitorial work, painting, window replacement if and when necessary, other minor repairs to the interior, and all maintenance and repair of Lessee's own fixtures and furnishings. D. Lessee shall maintain any electrical appliances required or desired by Lessee in the use of said Premises. E. Lessee shall pay a prorata share of the cost of janitorial services to maintain the interior of said Premises in a neat and clean condition at all times. Payment for said janitorial services shall be made to Master Lessee according to the same formula as payment for utilities in Section III of this Lease Agreement. i F. No outdoor storage shall be permitted on the leased Premises, nor is the keeping of animals permitted. I 'I i !i i i i ;� - 6 - • M. Improvements:'Alterations. A. Lessee shall not make or permit anyone to make any alterations, exterior decorations, additions, or improvements, structural or otherwise, in or to the Premises or the building without the prior written consent of Lessor, which shall not be unreasonably withheld. When granting its consent, Lessor may impose any conditions it deems appropriate, including, without limitation, the approval of plans and specifications and obtaining of specified insurance. As a condition precedent to such written consent of Lessor, Lessee agrees to obtain and deliver to Lessor written and unconditional waivers of mechanics' and materialmen's liens upon the land and building, of which the Premises are a part, for all work, labor, and services to be performed and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen, and laborers to be involved in such work. If, notwithstanding the foregoing, any mechanics' or materialmen's lien is filed against the Premises, the building, and/or the land for which work is claimed to have been done or materials claimed to have been furnished to Lessee, such lien shall be dis- charged by Lessee within thirty (30) days thereafter, at Lessee's sole cost and expense, by the payment thereof or by filing any bond required by law. If Lessee shall fail to 'i discharge any such mechanics' or materialmen's lien, Lessor may, at its option, dis- charge the same and treat the cost thereof as additional rent payable with the monthly j installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Lessor shall not be deemed to waive or release the default of Lessee in not discharging the same. It is understood and agreed by Lessor and Lessee that any alterations, exterior decorations, additions, or improvements shall be constructed on behalf of Lessee; and that in the event Lessor gives its written consent to Lessee making any such alterations, exterior decorations, additions, or improvements, such written consent shall not be deemed to be an agreement or consent by Lessor to subject Lessor's interest in the Premises, the building, or the land to any mechanics' or materialmen's liens which may be filed in respect to any such work done by or on behalf of Lessee. I B. All alterations, exterior decorations, additions, or improvements, including wall-to-wall carpet, upon the Premises (whether with or without the prior written consent of Lessor) but excluding Lessee's fixtures, equipment, furniture and furnishings, shall, at the election of Lessor, remain upon the Premises and become the property of Lessor and be surrendered with the Premises at the expiration or termination of this Lease Agreement 'I without disturbance, molestation, or injury. Should Lessor elect that alterations, exterior decorations, additions, or improvements made by Lessee upon the Premises, including telephone or computer cabling, security systems, conduit, or wiring, may be removed upon expiration or termination of this Lease Agreement, Lessee hereby agrees to cause same to be removed at Lessee's sole cost and expense. Should Lessee fail to remove the same, Lessor may cause same to be removed at Lessee's expense, and Lessee hereby agrees to reimburse Lessor for the cost of such removal, together with any and all damages which Lessor may suffer and sustain by reason of the failure of Lessee to remove the same. d C. Lessee shall indemnify and hold Lessor harmless from and against any and all expenses, liens, claims, or damages to persons or property which arise directly or indirectly by - 7 - i reason of the making of any such alterations, exterior decorations, additions, or improvements. If any such work is done without the prior written consent of Lessor, Lessor may correct or remove the same, and Lessee shall be liable for any and all expenses incurred by Lessor in the performance of this work. All alterations, exterior decorations, additions, or improvements in or to the premises or the building made by either party shall immediately become the property of Lessor, and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or termination of the term hereof without disturbance, molestation, or injury; provided, however, that if Lessee is not in default in the performance of any of its obligations under this Lease Agreement, Lessee shall have the right to remove, prior to expiration of the term hereof, all movable fixtures, furniture, furnishings, or equipment installed in the Premises at the expense of Lessee. If such property of Lessee is not removed by Lessee prior to the expiration or termination of this Lease Agreement, the same shall become the property of Lessor and shall be surrendered with the Premises as a part thereof. XII. Signs. it Lessee shall be limited to a maximum of two (2) common identification signs, listing all occupants of the Premises, to be approved by Lessor, which approval will not be unreasonably withheld. One sign may be placed on the exterior of the building at a location near the principal entrance door of the common reception area, and shall not exceed five (5) square feet. A second sign not exceeding five (5) feet in height nor six (6) square feet in area may be placed near the walkway leading to the principal entrance door of the common reception area. The freestanding sign shall be made entirely of wood or concrete to coordinate with the building. I� XIII. Property of Lessee. Fixtures, equipment, and personal property of Lessee shall be removed by same within a reasonable time after termination or earlier cancellation of this Lease Agreement; provided, however, that any fixtures which cannot be removed without damaging said Premises shall become the property of Lessor. XIV. Hold Harmless: Insurance. A. This Lease Agreement is granted upon the express condition that Lessor, its officers, agents, and employees, shall be free from any and all liability and claims for damages for personal injury, death, or property damage in any way connected with Lessee's use of the Premises hereunder leased, including claims of Lessee, its officers, agents, employees, members, or invitees. Lessee shall indemnify and save harmless Lessor, its officers, agents and employees, from any and all liability, loss, cost, or obligation on account of or arising out of any such injury, death, or loss caused by the negligence or other legal fault of Lessee or its officers, agents, employees, members, or invitees. B. It is specifically understood and agreed as a condition of this Lease Agreement that Lessee shall procure and maintain from a company authorized to do business in the State of California, at Lessee's sole cost and expense and at all times during the term of this Lease Agreement, a policy of commercial general liability insurance in the amount of One Million and 00/100 Dollars ($1,000,000.00) combined single limits. Said insurance - 8 - i shall be in form and content sufficient and adequate to save Lessor, its officers, agents, and employees, harmless from any and all claims arising out of the use and occupancy of said Premises. A Certificate evidencing such insurance shall be approved by the Risk Manager of Lessor and filed with him, naming Lessor, its officers, agents, and employees, as additional insureds and guaranteeing at least ten (10) days' advance notice to Lessor, in writing, before any cancellation or reduction of such insurance coverage. Insurance requirements will be reevaluated every year; provided that Lessee shall only be required to maintain a reasonable amount of insurance consistent with the insurance requirements set forth above, but in no event less than $1 million per occurrence. i C. In addition, Lessee shall procure and maintain from any company authorized to do business in the State of California, at Lessee's sole cost and expense and at all times during the term of this Lease Agreement, a policy of property insurance covering all I risks of loss to any tenant improvement or betterment at full replacement cost with no co-insurance penalty provision, with the City of Redding named as loss payee. Lessee shall furnish to the Risk Manager of Lessor, to be approved by him prior to the commencement of the term hereof, a Certificate of Insurance showing that this insurance coverage is in effect. The Certificate shall guarantee Lessor at least ten (10) days' written notice of cancellation or reduction in coverage. D. It is further understood and agreed as a condition of this Lease Agreement that should 11, Lessee hire an employee or employees, the hiring entity will provide workers' compensation insurance on its employees as required by the Labor Code, and shall furnish Lessor with a Certificate evidencing such insurance. To obtain an exemption from this requirement should Lessee have no employees, the entity having no employees shall provide the Risk Manager of Lessor with a letter stating that it is not employing any person or persons in any manner so as to become subject to the workers' compensation laws of California; provided, however, that should the entity later become subject to the workers' compensation provisions of the Labor Code, it will forthwith comply with the insurance requirements set forth above. i XV. Assignment or Subletting. I. Lessee shall not assign this Lease Agreement or any interest therein, and shall not sublet the Premises or any part thereof, nor any right or privilege pertinent thereto, nor suffer any other person (the officers, agents, employees, members, and invitees of Lessee excepted) to occupy or use said Premises, or any portion thereof, without the written consent of Lessor first had and obtained. A consent by Lessor to one assignment, subletting, occupancy, or use by another party shall not be deemed to be a consent to any subsequent assignment, subletting, j occupancy, or use by the same or another party. Any such assignment, subletting, occupancy, or use without such consent shall be void and shall, at the option of Lessor, terminate this Lease Agreement. This Lease Agreement or any interest therein shall not be assignable as to the interest of Lessee by operation of law, without the written consent of Lessor. Lessor will not unreasonably withhold its consent to a sublease or assignment by Lessee. i XVI. Insnecrion and Notice. Insofar as the same may be necessary for the protection of Lessor's rights, Lessor or its i - 9 - agents shall, during normal business hours, have the right to go upon and inspect the ground area and improvements hereby leased and any and every structure or improvement erected or constructed or in the course of being erected or constructed, repaired, added to, rebuilt, or restored thereon; and also to serve, or to post and keep posted thereon, or on any part thereof, any notices provided in Section 1183.1 of the Code of Civil Procedure of the Stats of California, or any other section of the Code of Civil Procedure of the State of California, or any other notice or notices that may at any time be required or permitted by law. XVII. Material Breach. Upon written notice from Lessor to Lessee that Lessee is committing a material breach of a term, covenant, or condition of this Lease Agreement, the noticed party shall forthwith cure such breach. In the event that Lessee has not commenced good faith efforts to cure said material breach within sixty (60) days following the date of mailing such written notice thereof to Lessee by Lessor, Lessor shall have the right to enter and take over the demised Premises and exclude Lessee therefrom. II XVIII. Waiver. No delay or failure by any party to exercise any right, power, or remedy with regard to any breach or default by such party under this Lease Agreement, or to insist upon strict performance of any of the provisions hereof, shall impair any right, power, or remedy of such party, and shall not be construed to be a waiver of any breach or default of the same or any other provision of this Lease Agreement. The waiver by Lessor of any breach or default of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or any subsequent breach of the same, or any other term, covenant, or condition herein contained. M. Defaul. If Lessee shall be in arrears in the payment of rent for thirty (30) days or more, or if the transfer or assignment, voluntarily or involuntarily, of this Lease Agreement or any interest therein is attempted, except as herein provided, or if Lessee violates or neglects or fails to keep, observe, and perform any of the covenants, promises, or conditions herein contained which are on their part to be kept, observed, and performed, Lessor may, at its election, give {I the defaulting party written notice of such default. If such default shall continue for sixty (60) days, and the noticed party has failed to commence good faith efforts to cure such default within said period, Lessor shall have the right at any time thereafter and while such neglect or default continues to enter into or upon said Premises, or any part thereof, and repossess the !� same, including all buildings and improvements thereon, and expel the defaulting party and those claiming under the defaulting party, and remove their effects, forcibly if necessary, without prejudice to any remedies which might otherwise be invoked by Lessor. XX. Eminent Domain. In the event the entire Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Lease Agreement shall terminate and expire as of the date of such taking, and Lessee shall thereupon be released from any liability thereafter accruing hereunder. - 10 - • • In the event a portion of the Premises is taken under the power of eminent domain by any public or quasi-public authority, such that the improvements thereon cannot, in Lessee's opinion, be used for its intended purposes, Lessee shall have the right to terminate this Lease Agreement as of the date Lessee is required to vacate a portion of the Premises, upon the giving of notice in writing of such election within thirty (30) days after said Premises have been so appropriated or taken. In the event of such termination, both Lessor and Lessee shall thereupon be released from any liability thereafter accruing hereunder. Lessor agrees, immediately after learning of any appropriation or taking, to give Lessee notice thereof in writing. i If the Premises are taken, or Lessee elects to terminate upon a partial taking, Lessor agrees to offer to lease to the affected Lessee similar space on similar terms for a term equal to the remaining term hereunder, if any such land is available for lease at the Diestelhorst Landing Office Park. it If this Lease Agreement is terminated in either manner hereinabove provided, Lessor shall be ;I entitled to the entire award or compensation for the land in such proceedings, but the rent and other charges for the last month of Lessee's occupancy shall be prorated and Lessor agrees to refund to the vacating party any unused portion of said rent or other charges paid in advance. Lessee's right to receive compensation or damages for Lessee's improvements, fixtures, personal property, and for the moving or relocation expenses shall not be affected in any manner hereby, and Lessee reserves the right to bring an action for such compensation or damages, including loss of business, leasehold interest, and other reasonable damages. i XXI. Bankruptcy or Insolvency. j If Lessee shall be adjudged bankrupt, either by voluntary or involuntary proceedings, or should be the subject of any proceedings to stay the enforcement of obligations against it in 'I the form of reorganization or otherwise under and pursuant to any existing or future laws of .i the Congress of the United States, or if Lessee shall discontinue business or fail in business, or abandon or vacate said real property, or make an assignment for the benefit of creditors, or if said real property should come into possession and control of any trustee in bankruptcy, or if any receiver should be appointed in any action or proceeding with power to take charge, possession, control, or care of said property, Lessor shall have the option to forthwith terminate this Lease Agreement, and re-enter the property and take possession thereof. In no event shall this Lease Agreement be deemed an asset of Lessee after adjudication in bankruptcy. XXII. Cancellation. I This Lease Agreement may be cancelled by either party at any time subsequent to the first ten (10) years of the term of this Lease Agreement upon giving proper written notice six (6) months in advance of such cancellation. I XXIH. Surrender. I At the termination of this Lease Agreement by lapse of time or otherwise, Lessee shall surrender possession of the Premises to Lessor; deliver all keys to the Premises and all locks therein to Lessor; make known to Lessor the combination of all combination locks in the i � - 11 - 'I Premises; and return the Premises and all equipment and fixtures of Lessor therein to Lessor in broom-clean condition and in as good a condition as when Lessee originally took possession, ordinary wear and tear excepted, failing which Lessor may restore the Premises and such equipment and fixtures to such condition and Lessee shall pay the cost thereof to Lessor on demand. XXIV. Settlement of Disputes. i It is hereby agreed by Lessor and Lessee that in cases of unresolved disputes between the occupants of the Premises which involve the Premises, such dispute shall be referred to the City Manager of the City of Redding, whose decision thereon shall be final. XXV. Administration by Lessor. Whenever Lessee is required to secure the approval or consent of Lessor under this Lease Agreement, "Lessor" shall mean the City Manager of the City of Redding. However, at the option of any of the parties to the Lease Agreement, any such questions may be referred to the City Council of the City of Redding, whose decision thereon shall be final. XXVI. Entire Agreement. This Lease Agreement sets forth the entire agreement between the parties hereto. Modifications or additions to this Lease Agreement shall be considered valid only when mutually agreed upon by the parties in writing. XXVII. Invalid Provisions. In the event any covenant, condition, or provision herein contained is held invalid by any Court of competent jurisdiction, the invalidity of the same shall in no way affect any other covenant, condition, or provision herein contained, provided that the validity of any such covenant, condition, or provision does not materially prejudice either Lessor or Lessee in their respective rights and obligations contained in the valid covenants, conditions, and provisions of this Lease Agreement. XXVIR. Notice. Any notices or demands that may be given by any party hereunder, including notice of default and notice of termination, shall be deemed to have been fully and properly given when made in writing, enclosed in a sealed envelope, and deposited in the United States Post Office with postage prepaid, certified mail, addressed as follows: To Lessor c/o City Manager, City Hall, 760 Parkview Avenue, Redding, California 96001-3396; and to Lessee c/o American Red Cross, Shasta Area Chapter, 2280 Benton Drive, Building C, Suite C, Redding, 'I California 96001. XXIX. Attorney's Fees. In case suit or action is instituted to enforce any of the provisions of this Lease Agreement, the prevailing party therein shall be entitled to attorney's fees and other sums as may be adjudged reasonable and necessary at trial and on appeal. i - 12 - f XXX. Binding on Successors. All terms, covenants, and conditions herein contained shall extend to and bind the successors r and assigns of the respective parties hereto. XXXI. Ttme of Essence. Time is of the essence of this Lease Agreement and of each and every provision thereof. XXXII. CEOA. Lessor has determined that this matter is categorically exempt from the provisions of the I California Environmental Quality Act. i IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement in the presence of their respective officers duly authorized in that behalf on the day and year set forth above. I ATTEST: CITY OF REDDING By. 1ICONNIE STROHMAYER, City Clerk CHARLIE MOSS, Mayor FORM APPROVED: AMERICAN RED CROSS, SHASTA AREA CHAPTER By: RANDALL A. HAYS, City Attorney By: A:\leasenpp.arc I !I i i - 13 - EXHIBIT "A" TO DIESTELHORST LANDING OFFICE PARK LAND AND BUILDING LEASE AGREEMENT FOR i I AMERICAN RED CROSS, SHASTA AREA CHAPTER 1 I Parcel 7 as shown on Parcel Map No. LS-12-89 for the City of Redding dated March 14, 1989. I: i� i II I Ij ,I I i - 14 -