2017/11/01 Ueber Haun I, LLC City Hall Annex Lease GROUND LEASE AGREEMENT BETWEEN UEBER HAUN I, LLC
AND THE CITY OF MENIFEE
This Ground Lease Agreement(the "Lease"), dated as of November 1, 2017, is made
and entered into by and between UEBER HAUN I, LLC, a California limited liability company
("LESSOR") and the CITY OF MENIFEE, a municipal corporation ("LESSEE").
RECITALS
A. LESSOR owns a certain vacant lot located next to the currently operating City of
Menifee City Hall.
B. LESSEE has been leasing this property for some time, and the parties now desire
to enter into this Lease to allow the LESSEE to continue to lease the property on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
l. Premises. LESSOR hereby grants an exclusive Lease to LESSEE, and LESSEE
hereby accepts said Lease from LESSOR, subject to all of the terms and conditions set forth in
this Lease. This Lease shall apply to that certain 1.28 acres of unimproved real property situated
in the City of Menifee, County of Riverside, State of California commonly known as Assessor's
Parcel Number 336380060, adjacent to the current City of Menifee City Hall, and more
particularly described in Exhibit"A" to this Lease, attached hereto and incorporated herein by
reference, and hereinafter referred to as the "Leased Premises."
2. Term. The term of this Lease shall begin on November 1, 2017 and shall end on
October 31, 2021 for an initial term of forty-eight (48) months ("Initial Term"). LESSEE shall
have two twenty-four (24) month options to extend the lease ("Option Term(s)"), exercisable by
written notice to LESSOR given no less than ninety (90) days prior to expiration of the Initial
Term or any extension thereof. Following the end of the Initial Term, (if the Option Terms are
not exercised) or the end of all applicable Option Terms, the Lease shall revert to a month-to-
month basis. However, in no event shall any month to month exceed 12 months.
a) Termination. For other than an uncured material breach of this Lease, which are
addressed in Section 9 of this Lease, either party may terminate this lease at the
end of the Initial Term or after the first twelve (12) months of any Option
Term(s), or any time thereafter, upon 60 days written notice. Notwithstanding the
foregoing, or anything contrary herein, both parties shall have the right to
terminate this Lease for any reason upon six (6) months prior written notice to
LESSOR.
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3. Rent. LESSEE agrees to and shall pay rent to LESSOR for the Leased Premises
as follows:
a) Rent shall be paid to LESSOR each month, one month in advance, due on the first
of each month.
b) The rent for the Leased Premises shall be $4,000.00 (Four Thousand Dollars and
No Cents) per month for the first 24 months, i.e. the Initial Term. After the Initial
Term has transpired, and for each successive two years of any applicable "Option
Term,"the annual rent shall be adjusted by an amount equal to the percentage
change during the prior twelve months in the applicable Consumer Price Index for
Riverside County.
c) Notwithstanding any of the above, the first rental payment resulting from
execution of this Lease shall be due within twenty-five (25) days of the mutual
execution of this Lease.
4. Use.
a) Exclusive Use. LESSEE shall have the right for exclusive use of the Lease
Premises as described herein. LESSOR may not grant any other access, or use,
rights to any other party to the Leased Premises without the LESSEE'S written
consent, for the term of this Lease.
b) Acceptable Use. LESSEE shall use the Leased Premises only for an expansion of
Menifee City Hall, and other related office and parking uses. LESSOR agrees
that LESSEE, at its own expense may install site improvements and cause the
Leased Premises to be altered in accordance with this use. Such site
improvements may include, but are not limited to: curb cuts, parking lot,
sidewalks, two to three mobile office units on the site, and landscaping. LESSEE
agrees that upon termination of the Lease, LESSEE shall remove all
improvements from the site at LESSEE'S sole expense in a reasonable amount of
time. LESSEE hereby acknowledges that LESSOR has not made any
representation or warranty to LESSEE as to the suitability of the Leased Premises
for the conduct of LESSEE'S proposed used.
c) Notice of Alterations. Before commencing any work relating to the alterations,
additions or improvements affecting the Leased Premises, LESSEE shall notify in
writing of the expected date of the commencement of such work so that LESSOR
can post and record the appropriate notices of non-responsibility to protect
LESSOR from any mechanics liens, material man liens or other liens.
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5. Maintenance & Utilities.
a) LESSEE'S Maintenance Obligations. For as long as this Lease is effective,
LESSEE shall keep the Leased Premises in good, order, condition, and repair.
b) Surrender. On the last day of the term hereof, as such term may be extended, or
on any sooner termination for whatever reason discussed herein, LESSEE shall
surrender the Leased Premises to LESSOR in the same condition as when
received, ordinary wear and tear excepted, clean and free of debris. LESSEE shall
repair any damage to the Leased Premises occasioned by the installation or
removal of LESSEE'S personal property, and any improvements installed by
LESSEE, as contemplated by this Lease.
6. Insurance; Indemnity.
a) Liability Insurance. LESSEE shall, at its expense, obtain and keep in force during
the term of this Lease a policy of Commercial General Liability insurance
insuring LESSEE against any liability arising out of the use, occupancy or
maintenance of the Leased Premises. Such insurance shall be a combined single
limit policy in an amount not less than $1,000,000 per occurrence.
b) Waiver of Subrogation. Subject to the next sentence, the parties release each
other, and their respective authorized representatives, including, but not limited
to, their respective officers, employees, agents and representatives, from any
claims for loss or damage to the Leased Premises and other improvements in or
on the Leased Premises that are caused by or result from risks insured against
under any property insurance policies carried by the parties and in force at the
time of any such damage. The waiver contained herein shall be conditioned upon
each party obtaining a waiver of subrogation endorsement or causing each
property insurance policy to include such provisions as necessary such that the
waiver of subrogation contained herein shall be enforceable under the policy in
connection with any damage covered by such policy; provided that the inability or
unwillingness of either party's insurance carrier to provide a waiver of
subrogation shall not constitute a default hereunder.
c) Indemnity. LESSEE shall indemnify and hold harmless LESSOR, its successors
and assigns from and against any and all claims, losses, costs, damages, liabilities
and expenses (including reasonable attorneys' fees), arising directly from
LESSEE'S use of the Leased Premises under this Lease. LESSEE shall defend
LESSOR against the same at LESSEE'S expense with counsel chosen by
LESSEE. Notwithstanding the foregoing, LESSOR shall indemnify and hold
LESSEE harmless from and against any claims arising from any breach or default
in the performance of any obligation on LESSOR'S part to be performed under
the terms of this Lease or arising from any gross negligence or willful misconduct
of LESSOR or any of LESSOR'S agents, contractors, or employees, and from and
against all costs, attorney's fees, expenses and liabilities incurred in the defense of
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any such claim or any action or proceeding brought thereon; and in case any
action or proceeding is brought against LESSEE by reason of any such claim,
LESSOR upon notice from LESSEE shall defend the same at LESSOR'S expense
by counsel satisfactory to LESSEE.
7. Taxes. To the extent applicable, LESSOR shall pay all real property taxes and
general assessments attributable to the Leased Premises only levied and assessed against the
Leased Premises during the terms of the Lease, or any other Option Term(s), or any later term,
contemplated under this Lease. Except as provided in Section 8 of this Lease, under no
circumstances shall LESSEE be responsible to pay any taxes applicable to the Leased Premises,
but in the event any improvements the LESSEE wishes to make, the LESSEE must get approval
by LESSOR and taxes for the improvements shall be decided on case by case base depending on
the benefit of the improvement.
8. Utilities and Other Services. LESSEE shall make all arrangements and pay for all
water, gas, heat, light, power, telephone, and other utility services supplied to the Leased
Premises together with any taxes thereon and for all connection charges necessary for LESSEE'S
use of the Leased Premises. If any such services are not separately metered to the Leased
Premises, the LESSEE shall pay a reasonable proportion of all charges imposed on the jointly
metered properties, as reasonably determined by LESSOR. If utilities are not separately
metered, when providing LESSEE with its proposed share of the jointly metered utility charges,
LESSOR shall also provide LESSEE with enough information so that LESSEE may verify the
proportional amount was correct. In the event there is a dispute as to the payment of the fees
contemplated in this Section 8, the parties shall attempt to reach a reasonable agreement.
9. Defaults; Remedies.
a) Default by LESSEE. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by LESSEE:
i. The failure by LESSEE to make any payment of Rent, Additional Rent or
any other payment required to be made by LESSEE hereunder, as and
when due, where such failure shall continue for a period of ten (10)days
after written notice thereof from LESSOR to LESSEE or the failure by
LESSEE to pay rent or other payments required hereunder when due on
three (3) or more occasions in any 12-month period.
ii. The failure by LESSEE to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by
LESSEE, other than described in Section (a) above, where such failure
shall continue for a period of thirty (30) days after written notice thereof
from LESSOR to LESSEE; provided, however, that if the nature of
LESSEE'S default is such that more than thirty (30) days are reasonably
required for its cure, then LESSEE shall not be deemed to be in default if
LESSEE commenced such cure within said 30-day period and thereafter
diligently prosecutes such cure to completion.
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b) LESSOR'S Remedies. In the event of any such material default or breach by
LESSEE, LESSOR may at any time thereafter, with or without notice or demand
and without limiting LESSOR in the exercise of any right or remedy which
LESSOR may have by reason of such default or breach:
i. Terminate LESSEE'S right to possession of the Leased Premises by any
lawful means, in which case this Lease shall terminate and LESSEE shall
surrender possession of the Leased Premises to LESSOR within a
reasonable amount of time. In surrendering possession of the Leased
Premises, LESSEE shall have a reasonable amount of time to remove any
personal property and any of its improvements from the Leased Premises.
ii. Maintain LESSEE'S right to possession in which case this Lease shall
continue in effect. In such event LESSOR shall be entitled to enforce all
of LESSOR'S rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.
iii. After the applicable cure period has past, LESSOR can cure the default. If
LESSOR at any time, by reason of LESSEE'S default, pays any sum or
does any act that requires the payment of any sum, the sum paid by
LESSOR, plus any reasonable interest thereon, shall be due within thirty
(30) days of LESSOR'S payment, or on the first of the month of the
following rental period, whichever is later. The sum, together with
interest thereon, shall be considered Additional Rent.
iv. Pursue any other remedy now or hereafter available to LESSOR under the
laws or judicial decisions of the State of California.
c) Default by LESSOR. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by LESSOR:
i. LESSOR grants permission to other parties to use the Leased Premises in
a manner inconsistent with the terms of this Lease.
ii. LESSOR fails to perform obligations required of LESSOR within a
reasonable time, but in no event later than thirty (30) days after written
notice by LESSEE to LESSOR; provided, however, that if the nature of
LESSOR'S obligation is such that more than thirty (30) days are required
for performance, then LESSOR shall not be in default if LESSOR
commences performance within such 30-day period and thereafter
diligently prosecutes the same to completion.
d) LESSEE'S Remedies. In the event of any such material default or breach by
LESSOR, LESSEE may at any time thereafter, with or without notice or demand
and without limiting LESSEE in the exercise of any right or remedy which
LESSEE may have by reason of such default or breach:
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i. Terminate this Lease immediately, in which case this Lease shall
terminate and LESSEE shall surrender possession of the Leased Premises
to LESSOR within a reasonable amount of time. In surrendering
possession of the Leased Premises, LESSEE shall have a reasonable
amount of time to remove any personal property and any of its
improvements from the Leased Premises.
ii. Maintain LESSEE'S right to possession in which case this Lease shall
continue in full force and effect.
iii. Pursue any other remedy now or hereafter available to LESSOR under the
laws or judicial decisions of the State of California.
e) Notices of Default and Remedy. Notices given under this paragraph shall specify
the alleged default and the sought after remedy, and the applicable lease
provisions, and shall demand that the defaulting party perform the provisions of
this Lease within the applicable period of time. No such notice shall be deemed a
forfeiture or a termination of this Lease unless either party explicitly states so in
the written notice. Furthermore, no party is entitled to any form of remedy
discussed above, unless the notice clearly articulates the sought after remedy.
10. Condemnation. If the Leased Premises or any portion thereof, or any material
portion of the Leased Premises are taken (other than a temporary taking) under the power of
eminent domain, or sold under the threat of the exercise of said power(all of which are herein
called "condemnation"), this Lease shall terminate effective as of the date of the taking provided
that either party gives written notice to the other party not less than thirty (30) days prior to the
taking. Any award for any taking of all or part of the Leased Premises under the power of
eminent domain shall be the property of LESSOR, whether such award shall be made as
compensation for diminution in the value of the leasehold or for the taking of the fee. Nothing
contained herein, however, shall preclude LESSEE from obtaining, or give LESSOR any interest
in, any separate award to LESSEE for loss or damage to LESSEE'S trade fixtures or its
unaffixed personal property, for LESSEE'S relocation expenses, or for damage resulting from
cessation or interruption of LESSEE'S business, but only to the extent that such items of damage
or loss are set forth in the award separately and distinctly from damage to or loss of the Leased
Premises or any part thereof. LESSEE shall be entitled to participate in the proceedings relating
to the determination of any award to LESSEE. In the event that this Lease is not terminated by
reason of a condemnation of a portion of the Leased Premises, LESSOR shall repair any damage
to the Leased Premises caused by such condemnation.
11. Government Regulations. LESSEE shall, at its sole cost and expense, faithfully
observe in the use, occupation and possession of the Leased Premises all laws, rules and
regulations governing the use, occupancy or possession of the Leased Premises now in force and
which may hereafter be in force.
12. Time of Essence. Time is of the essence.
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13. Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior agreement or
understanding pertaining to any such matter shall be effective. This Lease may be modified in
writing only, signed by the parties in interest at the time of the modification. LESSEE hereby
acknowledges that neither the LESSOR nor any employees or agents of LESSOR has made any
oral or written warranties or representations to LESSEE relative to the condition or use by
LESSEE of said Leased Premises and LESSEE acknowledges that LESSEE assumes all
responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the
Leased Premises and the compliance thereof with all applicable laws and regulations in effect
during the term of this Lease.
14. Notices. Notices, demands, correspondence and communications between
LESSOR and LESSEE shall be sufficiently given if. (a) personally delivered; (b) dispatched by
next day delivery by a reputable carrier such as Federal Express or UPS to the offices of
LESSEE and LESSOR indicated below, provided that a receipt for delivery is provided; or(c)
sent by registered or certified mail, or express mail, return receipt requested, with postage
prepaid.
LESSOR:
Ueber Haun I, LLC
43650 La Cruz Drive
Temecula, CA 92590
Attn: Chad Uebersetzig
Dennis Uebersetzig
LESSEE:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: City Manager
With A Copy To:
Rutan& Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Attn: City of Menifee City Attorney
Any party may change its mailing address at any time by giving written notice of such
change to the other party in the manner provided herein at least then (10) days prior to the date
such change is effective. All notices under this Lease shall be deemed given and received on the
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earlier of the date personal delivery is made or on the delivery date or attempted delivery date
shown on the return receipt or air bill.
15. Holding. If LESSEE, remains in possession of the Leased Premises or any
part thereof after the expiration of the Initial term or any applicable Option Term(s), such
occupancy shall be a tenancy from month to month upon all the provisions of this Lease
pertaining to the obligations of LESSEE. The rent for such holding over period shall be set at
150%the previous month's rent in the event the option are not exercised.
16. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
17. Binding Effect; Choice of Law. This Lease shall bind the parties, and their
successors and assigns. This Lease shall be governed by the laws of the State of California. Any
action challenging or relating to the enforcement of this Lease shall be commenced in the
Superior Court of the County of Riverside, State of California.
18. Attorneys' Fees. If either party brings an action to enforce the terms hereof or
declare rights hereunder, the prevailing party in any such action, or trial or appeal shall be
entitled to its reasonable attorneys' fees to be paid by the losing party as fixed by the court.
19. Consents. Wherever in this Lease the consent of one party is required to an act of
the other party such consent shall not be unreasonably withheld.
20. Authority to Enter Into Contracts. The individuals executing this Lease on behalf
of each party represent and warrant to the other party that they are fully authorized and legally
capable of executing this Lease on behalf of LESSOR and LESSEE.
21. LESSEE'S Right to Make Additions and Alterations. Any LESSEE
improvements shall be the obligation of LESSEE. Any and all additions, alterations and
improvements which are made or caused to be made by LESSEE, before or during the Term or
any additional Option Term(s) or holdover period, shall be made at LESSEE'S sole expense in
accordance with the following: (i) such work shall not adversely affect the mechanical, electrical
and plumbing services and equipment thereof; (ii) such work shall not cause or create a
dangerous or hazardous condition. Without limiting the generality of the foregoing, LESSEE
shall cause all such work to be performed in a workmanlike manner. Notwithstanding any
failure by LESSOR to object to any such work, LESSOR shall have no responsibility therefor.
22. Personal Property and Trade Fixtures. All personal property of LESSEE not
affixed to the Leased Premises, including, but not limited to, any mobile office space and other
temporary structures, shall be and remain the property of the LESSEE and may be removed by
LESSEE at any time during the term of this Lease or extension thereto. Notwithstanding
anything contrary within this Lease, upon termination of this Lease for any of the reasons
contemplated herein, LESSEE shall have the right to remove its personal property from the
Leased Premises within a reasonable amount of time.
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23. Severability. The invalidity of any provision of this Lease as determined by a
court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
24. Counterparts. This Lease may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one document.
25. LESSEE City Council Approval Required. LESSOR understands that this Lease
is not effective until approved by LESSEE'S City Council.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND
EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS
LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT HERETO. THE
PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED, THE
TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE
THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
LEASED PREMISES.
LESSOR: LESSEE:
UEBER HAUN I, LLC Ronald E. Bradley, Interim City Manager
Attest:
Sarah Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
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23. Severability. The invalidity of any provision of this Lease as determined by a
court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
24. Counterparts. This Lease may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one document.
25. LESSEE City Council Approval Required. LESSOR understands that this Lease
is not effective until approved by LESSEE'S City Council.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND
EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS
LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT HERETO. THE
PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE
TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE
THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
LEASED PREMISES.
LESSOR: LESSEE:
--d',,
UEBER HAUN I, LLC Ronald E. Bradley, Interim City Mana er
Attesi�
?ah Manwaring, City Clerk
Appro to Form:
Jeffrey T. Melching, Ci ttorney
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Exhibit "A"
Leased Premises
That portion of Parcel 21 of Parcel Map #22233 as shown by map on file in book 187 of Parcel
maps, Pages 9-14 inclusive, described as Parcel "B" of Lot Line Adjustment Number 4883
recorded July 29, 2005, as instrument Number 2005-06 1 1 248, Records of Riverside County,
California.
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