HomeMy WebLinkAboutCO 2025-081 - John Alvarez
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BUILDING LEASE
CITY OF RANCHO CUCAMONGA,
as Tenant
and
JOHN ALVAREZ
as Landlord
__________________________
Rancho Cucamonga, California
City of Rancho Cucamonga
CONTRACT NUMBER
2025-081
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TABLE OF CONTENTS
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ARTICLE 1 BASIC LEASE PROVISIONS ............................................................................. 1
1.1 Effective Date ....................................................................................................... 1
1.2 Landlord ................................................................................................................ 1
1.3 Tenant ................................................................................................................... 1
1.4 Premises ................................................................................................................ 1
1.5 Initial Term ........................................................................................................... 1
1.6 Term Commencement Date; Rent Commencement Date ..................................... 1
1.7 Base Rent .............................................................................................................. 1
1.8 Security Deposit .................................................................................................... 1
1.9 Use of Premises..................................................................................................... 1
1.10 Parking .................................................................................................................. 1
1.11 Notices .................................................................................................................. 2
1.12 Broker(s) ............................................................................................................... 2
1.13 Tenant Improvement Allowance ........................................................................... 2
ARTICLE 2 PREMISES ........................................................................................................... 2
ARTICLE 3 TERM ................................................................................................................... 2
3.1 Term ...................................................................................................................... 2
3.2 Option to Extend ................................................................................................... 2
ARTICLE 4 POSSESSION AND INITIAL IMPROVEMENTS ................................................ 2
4.1 Delivery of Possession .......................................................................................... 2
4.2 Tenant’s Initial Improvements .............................................................................. 2
4.3 Condition of Premises ........................................................................................... 2
4.4 Construction-Related Accessibility Standards ...................................................... 3
ARTICLE 5 RENT ....................................................................................................................... 3
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5.1 Rent ....................................................................................................................... 3
5.2 Additional Rent ..................................................................................................... 4
5.3 Late Payments ....................................................................................................... 4
5.4 Place of Payment................................................................................................... 4
ARTICLE 6 TAXES ..................................................................................................................... 4
6.1 Possessory Interest Taxes ..................................................................................... 4
6.2 Other Tenant Property Taxes; Cooperation Regarding Library
Exemption ............................................................................................................. 4
ARTICLE 7 SECURITY DEPOSIT ............................................................................................. 5
7.1 Intentionally Omitted ............................................................................................ 5
ARTICLE 8 TENANT’S CONDUCT OF BUSINESS ................................................................ 5
8.1 Permitted Use ........................................................................................................ 5
8.2 Tenant’s Signs ....................................................................................................... 5
ARTICLE 9 MAINTENANCE, REPAIRS AND ALTERATIONS ............................................ 5
9.1 Tenant’s Maintenance Obligations ....................................................................... 5
9.2 Landlord’s Right of Entry ..................................................................................... 5
9.3 Additional Tenant’s Maintenance Obligations ..................................................... 6
9.4 Alterations ............................................................................................................. 6
ARTICLE 10 PARKING .............................................................................................................. 7
10.1 Intentionally Omitted ............................................................................................ 7
ARTICLE 11 DAMAGE TO TENANT’S PROPERTY; WAIVER ............................................ 7
ARTICLE 12 INSURANCE ......................................................................................................... 7
12.1 Tenant’s Insurance ................................................................................................ 7
12.2 Restrictions on Use ............................................................................................... 8
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12.3 Additional Insureds ............................................................................................... 9
12.4 Certificate(s) of Insurance ..................................................................................... 9
12.5 Landlord Cure Right ............................................................................................. 9
12.6 Waiver of Subrogation .......................................................................................... 9
12.7 Indemnity .............................................................................................................. 9
ARTICLE 13 DAMAGE ............................................................................................................ 10
13.1 Insured Casualty.................................................................................................. 10
13.2 Uninsured Casualty ............................................................................................. 10
13.3 Abatement ........................................................................................................... 10
13.4 Waiver of Termination ........................................................................................ 11
ARTICLE 14 EMINENT DOMAIN .......................................................................................... 11
14.1 Taking ................................................................................................................. 11
14.2 Total Taking ........................................................................................................ 11
14.3 Partial Taking ...................................................................................................... 11
14.4 Award .................................................................................................................. 11
14.5 Continuation of Lease ......................................................................................... 11
ARTICLE 15 ASSIGNMENT AND SUBLETTING ................................................................. 12
15.1 Landlord’s Consent Required ............................................................................. 12
15.2 Procedures ........................................................................................................... 12
15.3 Standard for Consent After Tenant Event of Default ......................................... 12
15.4 No Release; Form ............................................................................................... 12
ARTICLE 16 DEFAULTS ......................................................................................................... 12
16.1 Events of Default ................................................................................................ 12
16.2 Landlord Remedies ............................................................................................. 13
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16.3 Default by Landlord ............................................................................................ 13
ARTICLE 17 SUBORDINATION, ATTORNMENT AND ESTOPPEL
CERTIFICATES ............................................................................................................. 13
17.1 Subordination ...................................................................................................... 13
17.2 Attornment .......................................................................................................... 14
17.3 Estoppel Certificates ........................................................................................... 14
17.4 Subordination of Landlord’s Liens ..................................................................... 14
ARTICLE 18 MATTERS OF RECORD .................................................................................... 14
ARTICLE 19 UTILITIES AND SERVICES ............................................................................. 14
ARTICLE 20 MISCELLANEOUS ............................................................................................ 15
20.1 Hazardous Materials ........................................................................................... 15
20.2 Notices ................................................................................................................ 16
20.3 Force Majeure ..................................................................................................... 16
20.4 Termination ......................................................................................................... 16
20.5 Miscellaneous Provisions.................................................................................... 16
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EXHIBITS
EXHIBIT “A” Diagram of Premises
EXHIBIT “B” Initial Tenant Improvements
EXHIBIT “C” Form of Memorandum of Lease
EXHIBIT “D” Rules and Regulations
[EXHIBIT “E” Notice of Lease Term Dates]
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LEASE
This Lease (“Lease”) is entered into as of the “Effective Date” (as defined in Section 1.1
below) by and between “Landlord” and “Tenant” (each as defined in Sections 1.2 and 1.3 below).
This agreement is entered into in connection with and contingent upon the closing of that certain
Purchase and Sale Agreement dated as of July 16, 2025 (“Purchase Agreement”).
ARTICLE 1
BASIC LEASE PROVISIONS
1.1 Effective Date. July 16, 2025.
1.2 Landlord. John Alvarez and/or assignee.
1.3 Tenant. City of Rancho Cucamonga, a California municipal corporation.
1.4 Premises. The land described on Exhibit “A” attached hereto and all improvements and
landscaping thereon.
1.5 Initial Term. The term of this Lease shall end on July 31, 2026, subject to extension as
provided in Section 3.2 hereof.
1.6 Term Commencement Date; Rent Commencement Date. The Term Commencement
Date shall be October 1, 2025. The Rent Commencement Date shall be October 20, 2025.
(Sections 3.1 and 5.1)
1.7 Base Rent.
Period (MM/DD/YY) Monthly Rent
October 1, 2025 to
October 1 2026
$25,066.25
Tenant shall pay the first full month’s Base Rent (and the Security Deposit) to Landlord on
the date Tenant signs and delivers a counterpart of this Lease to Landlord.
1.8 Security Deposit. Intentionally Omitted. (Article 7)
1.9 Use of Premises. The Premises shall open and be used solely for the operation of a
public library.
1.10 Parking. Tenant shall have the right to use the surface parking adjacent to the Building,
which is part of the Premises during the Term.
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1.11 Notices. (Article 20.2)
To Landlord: John Alvarez and/or assignee
1711 Chimney Oaks Lane
San Dimas, CA 91773
To Tenant: City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
At the Premises.
1.12 Broker(s). None.
1.13 Tenant Improvement Allowance. None.
ARTICLE 2
PREMISES
Landlord leases to Tenant and Tenant leases from Landlord, for the “Term” (as defined in
Section 3) and upon the covenants and conditions set forth in this Lease, the premises described
in Section 1.4 (“Premises”).
ARTICLE 3
TERM
3.1 Term. The term of this Lease shall commence upon the Term Commencement Date, and
shall end on the date described in Section 1.5. Such term [as extended under Article 3.2 below] is
referred to in this Lease as the “Term”.
3.2 Option to Extend. Tenant shall have the option to extend the Term for two periods of six
(6) months each (each an “Extension Term”) upon irrevocable written notice to Landlord given at
least two (2) months prior to the expiration of the Initial Term or the expiration of the first
Extension Term, as applicable. All of the terms, covenants, conditions, provisions and agreements
applicable to the Initial Term shall be applicable to each Extension Term.
ARTICLE 4
POSSESSION AND INITIAL IMPROVEMENTS
4.1 Delivery of Possession. Tenant acknowledges being in possession of the Premises prior
to the Term Commencement Date, with such possession continuing upon the sale of the Premises
to Landlord pursuant to this Lease.
4.2 Tenant’s Initial Improvements. Intentionally Omitted.
4.3 Condition of Premises. Tenant acknowledges that: (i) neither Landlord nor any
employee, representative or agent of Landlord has made any representation or warranty (express
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or implied) with respect to the Premises or any other portion of the Premises, and (ii) Landlord
shall have no obligation to improve or alter the Premises or the Premises for the benefit of Tenant.
Tenant acknowledges that Tenant has thoroughly inspected the Premises and Tenant shall accept
the Premises in their current “AS-IS” condition, without representation or warranty, express or
implied.
4.4 Construction-Related Accessibility Standards. The Premises has undergone an
inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did
not meet all applicable construction-related accessibility standards pursuant to California Civil
Code §55.51 et seq. To the best of Landlord’s knowledge, there have been no modifications or
alterations completed or commenced between the date of the inspection and the date hereof which
have impacted the Premises’ compliance with construction-related accessibility standards.
Landlord has provided, at least forty-eight (48) hours prior to execution of this extension, a copy
of such CASp report to Tenant. Because a disability access inspection certificate, as described in
subdivision (e) of Section 55.53 of the California Civil Code, was not, to Landlord’s knowledge,
issued for the Premises, Tenant is advised of the following (pursuant to Section 1938 of the
California Civil Code):
“A Certified Access Specialist (CASp) can inspect the subject premises and
determine whether the subject premises comply with all of the applicable
construction-related accessibility standards under state law. Although state
law does not require a CASp inspection of the subject premises, the
commercial property owner or lessor may not prohibit the lessee or tenant
from obtaining a CASp inspection of the subject premises for the occupancy
or potential occupancy of the lessee or tenant, if requested by the lessee or
tenant. The parties shall mutually agree on the arrangements for the time
and manner of the CASp inspection, the payment of the fee for the CASp
inspection, and the cost of making any repairs necessary to correct
violations of construction-related accessibility standards within the
premises.”
Accordingly, the parties hereby agree that Tenant shall have the right, but not the
obligation, to have a CASp inspect the Premises and determine whether the Premises comply with
all of the applicable construction-related accessibility standards under state law. If it is determined
that the Premises do not meet all applicable construction-related accessibility standards, then as
between Tenant and Landlord, the party responsible under the Lease for each specific repair shall
be Tenant. Landlord and Tenant agree to use reasonable efforts to notify each other if either makes
alterations to the Project and/or Property that might impact accessibility under Federal, State,
and/or local disability access laws.
ARTICLE 5
RENT
5.1 Rent. Tenant shall pay the Base Rent specified in Section 1.7 in monthly installments, in
advance, on or before the first (1st) day of each month, without prior demand and without offset,
abatement or deduction, commencing on the Rent Commencement Date as defined in Section 1.6
(except that the first full month of Base Rent, together with the Security Deposit, shall be
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paid/delivered when Tenant signs and delivers this Lease). This Lease is intended to be and shall
be a net lease, and the Base Rent shall be paid to Landlord net of taxes, insurance, utilities,
maintenance, and repairs relating to the Premises. Should the Rent Commencement Date be a day
other than the first (1st) day of a calendar month, then the monthly installment of Rent for the first
partial month shall be prorated based on a 30-day month.
5.2 Additional Rent. Tenant shall pay, as “Additional Rent”, without offset, abatement or
deduction, all sums costs, expenses, taxes (including real estate taxes and assessments), insurance,
premiums, utilities charges, maintenance costs, repair expenses, required to be paid by Tenant to
Landlord pursuant to the terms of this Lease in addition to Base Rent, and Landlord shall have the
same rights and remedies for the nonpayment of Additional Rent as it has with respect to the
nonpayment of Rent. Unless otherwise set forth herein with respect to a certain payment (and
except for Base Rent), Additional Rent shall be due thirty (30) days after delivery to Tenant of an
invoice or written demand therefore.
5.3 Late Payments. If any Monthly Rent, or any other sum due, is not received by Landlord
from Tenant within ten (10) business days after the date when due, Tenant shall immediately pay
to Landlord a late charge equal to five percent (5%) of such sum due, and Landlord and Tenant
agree that this late charge represents a reasonable estimate of the direct and indirect costs, expenses
and damages Landlord will incur as a result of Tenant’s late payment (which damages would be
impractical and extremely difficult to calculate accurately) and is therefore fair compensation to
Landlord for its loss suffered by reason of late payment by Tenant.
5.4 Place of Payment. Tenant shall pay Base Rent and Additional Rent to Landlord at the
first address for Landlord specified in Section 1 or to such other address and/or person as Landlord
may from time to time designate in writing to Tenant.
ARTICLE 6
TAXES
6.1 Possessory Interest Taxes. Intentionally Omitted.
6.2 Other Tenant Property Taxes; Cooperation Regarding Library Exemption. Tenant
shall pay, prior to delinquency, all taxes, assessments, license fees and public charges levied,
assessed or imposed upon its business operation, trade fixtures, merchandise and other personal
properly in, on or upon the Premises. If any such items of property are assessed with property of
Landlord, Tenant shall be responsible for, and shall promptly reimburse Landlord for, the portion
of such assessment attributable to Tenant’s property or use, as reasonably determined by Landlord.
If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or
Landlord’s property or if the assessed value of the Premises is increased by Tenant’s construction
of any Alterations, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord within
thirty (30) days following Landlord’s delivery of such invoice together with reasonable evidence
of such allocation. Landlord and Tenant agree to cooperate to pursue an exemption from taxes
under Revenue & Tax Code Section 202.2 and further agree that Tenant shall receive the benefit
of such exemption either directly or from another party with Tenant’s cooperation.
Notwithstanding anything to the contrary herein, Landlord shall have no obligation to pay or
contribute toward any taxes, assessments, or other charges arising out of or related to Tenant’s use,
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alterations, personal property, or business operations accruing during the Tenancy; all such
obligations shall be the sole responsibility of Tenant. This clause shall survive the termination of
this Lease; provided, that Tenant shall not be responsible for Landlord’s taxes that accrue after the
termination of the Lease.
ARTICLE 7
SECURITY DEPOSIT
7.1 Intentionally Omitted.
ARTICLE 8
TENANT’S CONDUCT OF BUSINESS
8.1 Permitted Use. Tenant shall use the Premises solely for the use specified in Section 1.9
and for no other use or purpose. Tenant shall conduct its operations in a manner that shall not
disturb other tenants or create a nuisance. Any violation of these use provisions shall constitute a
material default under this Lease.
8.2 Tenant’s Signs. Tenant shall not affix upon the exterior (or interior windows or doors) of
the Premises any sign, advertising placard, name, insignia, trademark, descriptive material or other
like item (collectively, the “Exterior Signs”), unless the Exterior Signs: (i) comply with all
governmental requirements, and (ii) are approved by Landlord, in its proprietary capacity (and not
as a part of governmental approval), in its sole and absolute discretion. All of the Exterior Signs
shall be erected by Tenant at its sole cost and expense, shall be professionally prepared, and Tenant
shall maintain all of its Exterior Signs in good condition and repair during the Term. Prior to the
expiration, or upon earlier termination of this Lease, as applicable, Tenant shall remove all of its
Exterior Signs and restore the areas on which the Exterior Signs were located to their condition
prior to the installation of the Exterior Signs, all at Tenant’s sole cost and expense.
ARTICLE 9
MAINTENANCE, REPAIRS AND ALTERATIONS
9.1 Tenant’s Maintenance Obligations. Tenant shall maintain the Premises in good
condition and repair throughout the Term, including making all necessary repairs or replacements
to keep the Premises in good operating condition.
9.2 Landlord’s Right of Entry. Landlord, its agents, contractors, servants and employees
may enter the Premises following not less than twenty-four (24) hours prior written notice to
Tenant (except in the event of an emergency, in which case no notice shall be required) and
Landlord’s good faith efforts to coordinate such entry with Tenant’s on-site management so as to
minimize interference with Tenant’s business operations (except in a case of emergency, in which
case no notice shall be required): (a) to examine the Premises; (b) to perform any obligation or
exercise any right or remedy of Landlord under this Lease; and (c) to cure Tenant’s failure to
perform its obligations under this Lease, including work necessary to comply with laws,
ordinances, rules or regulations of any public authority.
9.3 Additional Tenant’s Maintenance Obligations. Intentionally Omitted.
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9.4 Alterations. After initially opening the Premises for business, Tenant shall not make or
cause to be made to the Premises any addition, renovation, alteration, or reconstruction
(collectively, “Alterations”) (i) costing in excess of Twenty-Five Thousand Dollars ($25,000.00),
(ii) affecting the exterior appearance of the Premises, fire sprinkler systems, exterior walls, the
floor slab, or roof of the Premises, (iii) requiring or resulting in any penetration of the roof,
demising walls or floor slab of the Premises, (iv) involving structural changes or additions, or
(v) increasing the level of services or utilities supplied, without first obtaining the written consent
of Landlord. Tenant shall give Landlord at least thirty (30) days’ prior written notice describing
the Alterations in reasonable detail and including comprehensive plans and specifications for any
material alterations or improvements, as applicable. Any request for consent to Alterations
requiring consent shall be accompanied by three (3) complete sets of plans and specifications for
the proposed Alterations suitable for submission to Landlord’s architect for evaluation and a
statement of the identity of the contractor who will perform such Alterations. If Landlord’s consent
is required for any Alterations, Tenant shall pay all reasonable out-of-pocket costs incurred by
Landlord in the evaluation, as applicable, of the plans and specifications, including, but not limited
to, Landlord’s general contractor’s, architects’ and engineers’ fees. In addition, as a condition to
Landlord’s granting of its consent to any Alterations, Landlord shall have the right to approve the
architect, contractors, subcontractors designing or performing such Alterations, which approval
shall not be unreasonably delayed, withheld or conditioned and shall be granted or denied within
fifteen (15) business days (provided that in any event Premises standard subcontractors shall be
used for work affecting structural portions, or base building mechanical and fire and life safety
systems and utility systems so long as such subcontractors are competitively priced and reasonably
available). All Alterations to be performed by Tenant in the Premises, including the delivery,
storage and removal of materials, shall be reasonably scheduled through Landlord, and shall be
performed in accordance with regulations imposed in good faith by Landlord. All Alterations
(whether or not Landlord’s consent is required therefor) shall be completed in a good and
workmanlike manner and in accordance with all applicable Laws. All Alterations requiring
Landlord’s consent shall be completed in accordance with the approved plans and specifications
therefor. Promptly following the completion of any Alterations where the preparation of “as-built”
plans would be customary for the particular Alterations performed, Tenant shall deliver to
Landlord both a “hard” copy and a copy on CAD diskette of the “as-built” plans and specifications
(including all working drawings) for such Alterations. Promptly following the completion of any
Alterations for which any governmental permit, approval or sign-off is required under applicable
Laws, Tenant shall deliver to Landlord a copy of signed-off permits, inspection cards or other
documentation evidencing governmental approval of completion of the work. Unless identified as
by Landlord as having to be removed prior to Lease termination pursuant to Section 20.4, all of
Tenant’s Alterations including, but not limited to, light fixtures, floor coverings and partitions, but
excluding trade fixtures and signs, shall be deemed to be the property of Landlord upon installation
thereof. Within thirty (30) days after the completion of any Alterations, Tenant shall deliver to
Landlord a set of “as built” plans depicting the Alterations as actually constructed or installed. If
Tenant shall make any permitted Alterations, Tenant shall carry “Builder’s All Risk” insurance in
an amount reasonably determined by Landlord covering the construction of such Alterations and
such other insurance as Landlord may reasonably require. Any Alterations to the Premises which
are required by reason of any future law, ordinance, rule, regulation or order of any governmental
authority having jurisdiction over the Premises, or any future change in any such existing law,
ordinance, rule, regulation or order, and which does not pertain to the structural portions of the
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Premises, shall be at the sole cost of Tenant. Any inspection by Landlord of such Alterations shall
in no event constitute Landlord’s approval of the work so performed, nor shall Landlord be
responsible for or have any liability with respect to such inspections. If Tenant’s Alterations
trigger: (i) required improvements for disabled access, or (ii) any other legally required
improvements to the Premises, then such improvements shall be at Tenant’s sole cost.
ARTICLE 10
PARKING
10.1 Intentionally Omitted.
ARTICLE 11
DAMAGE TO TENANT’S PROPERTY; WAIVER
Notwithstanding anything contained in this Lease to the contrary, Landlord or its agents
and employees shall not be liable for (a) loss or damage to any property by theft or otherwise, or
(b) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water or rain which may leak from any part of the Premises or from pipes,
appliances or plumbing work therein or from the roof, street, sub-surface or from any other place
or resulting from dampness or any other cause whatsoever, except to the extent (i) resulting from
the gross negligence or willful misconduct of Landlord or its contractors, agents, servants or
employees or breach of this Lease by Landlord and (ii) not covered by the insurance maintained
by Tenant (or which would not have been so covered if Tenant had maintained the insurance
required to be maintained by Tenant pursuant to this Lease). Landlord or its agents shall not be
liable for interference with light or other similar intangible property interests. Tenant shall give
prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in
the fixtures or equipment located therein.
ARTICLE 12
INSURANCE
12.1 Tenant’s Insurance. Tenant, at its sole cost and expense, commencing on the date Tenant
is given access to the Premises, and continuing during the Term, shall procure, pay for and
thereafter keep in full force and effect the following types of insurance, in at least the amounts and
in the forms specified below:
(a) Commercial General Liability (CGL) with limits no less than Two Million
Dollars ($2,000,000.00) per occurrence basis including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than Two
Million Dollars ($2,000,000) per occurrence. Tenant shall maintain in force liability insurance, at
all times during the term of this Lease and any renewal or extension thereof, which shall insure
and indemnify Landlord, the City Council and each member thereof, and every officer and
employee of Landlord against liability or financial loss resulting from any suits, claims or actions
brought by any person or persons and from all costs and expense of litigation brought against
Landlord, the City Council and every member thereof for any injury to persons and/or damage to
property in, on or about the Premises by reason of the use or occupation by Tenant or by any other
person or persons of the Premises and the activities of Tenant.
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(b) A policy or policies of Workers’ Compensation insurance as required by law,
with a limit of not less than One Million Dollars ($1,000,000.00).
(c) Property Insurance against all risk of loss at full replacement cost with no
coinsurance penalty provision at Tenant’s cost and expense, shall be obtained and at all times
during the term hereof maintain in effect covering (1) all improvements included in the Premises;
(ii) Tenant’s trade fixtures, furnishings, equipment, and inventory of merchandise located in the
Premises; and (2) all alterations, additions, and changes made in or to the Premises during the term
of this Lease at Tenant’s expense, providing protection to the extent of not less than one hundred
percent (100%) of the insurable value of all said items against any peril included under insurance
industry practices in the jurisdiction of the Premises within the classification “fire and extended
coverage,” together with insurance against vandalism, malicious mischief, and sprinkler leakage
or other sprinkler damage, if sprinklers are installed, and including “use and occupancy” and/or
“business interruption” coverage. Tenant hereby waives any and all rights of recovery against
Landlord for any loss occurring to such items on account of fire or other casualty, and the aforesaid
policies of insurance shall contain appropriate provision recognizing this release by Tenant and
waiving all right of subrogation by the insurance carrier. The proceeds of such insurance, so long
as this Lease remains in effect, shall be used to repair or replace the items so insured in the event
of loss on account of fire or other casualty.
(d) Automobile Liability: Covering any auto, or if Tenant has no owned autos, hired,
and non-owned autos, with limit no less than $1,000,000.00 per accident for bodily injury and
property damage.
(e) Plate Glass Insurance: Plate glass insurance covering all plate glass on the
Premises at full replacement value; provided that Tenant shall be permitted to self-insure plate
glass insurance.
(f) Insurance covering all of Tenant’s Improvements and Tenant’s Alterations, in
an amount not less than their full replacement value from time to time, including replacement cost
endorsement, providing protection against any peril included within the classification Fire and
Extended Coverage, sprinkler damage, vandalism, malicious mischief and such other additional
perils as covered in an “all risks” standard insurance policy. Any policy proceeds shall be used
for the repair or replacement of the property damaged or destroyed unless this Lease shall cease
and terminate under the provisions of Article 14.
(g) Business Interruption Insurance: Commercially reasonable business
interruption insurance.
12.2 Restrictions on Use. Tenant shall not use or permit the Premises to be used, nor do or
permit any act to be done, which may increase the existing rates of insurance upon the building in
which the Premises are located, or which may cause the cancellation of any insurance poli cy
covering the Premises. If any act on the part of Tenant or use of the Premises by Tenant shall
cause directly or indirectly any increase of Landlord’s insurance expense, the additional expense
shall be paid by Tenant to Landlord upon demand. Such payment by Tenant shall not limit
Landlord in the exercise of any other rights or remedies. Tenant shall not sell or permit to be kept,
used or sold in or about the Premises any article which may be prohibited by California Standard
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Forms of fire insurance policies. Tenant, at Tenant’s sole expense, shall comply with any and all
requirements pertaining to the use of the Premises, of any insurance organization or company,
which compliance may be necessary for maintenance of reasonable fire, extended coverage, public
liability, and other insurance upon the Premises.
12.3 Additional Insureds. Landlord shall be named as an additional insured on Tenant’s
liability and property policies. Said policies shall be issued by an insurer rated in Best’s Insurance
Guide with a financial rating of A+ VII or better. If commercially available, said policies shall
provide that the insurance coverage shall not be cancelled or reduced by the insurance carrier
without Landlord having been given thirty (30) days’ prior written notice thereof by such carrier.
Tenant shall not cancel or reduce said insurance coverage.
12.4 Certificate(s) of Insurance. At all times during the term of this Lease and prior to taking
possession of the Premises, Tenant shall maintain on file with Landlord a certificate of insurance
issued by the insurance carrier or carriers and showing that the aforesaid insurance policies are in
effect in the amounts above provided and if requested by Landlord, a copy of each insurance
policy. Notwithstanding any other provision to the contrary contained in this Lease, Tenant shall
not have the right to take possession of the Premises until such certificate or certificates and
insurance policies are filed with the City.
12.5 Landlord Cure Right. If Tenant does not keep the insurance required by this Lease in
full force and effect, Landlord may obtain the necessary insurance and pay the premium thereon,
and the repayment thereof shall be paid by Tenant as Additional Rent within ten (10) days after
written demand by Landlord.
12.6 Waiver of Subrogation. Tenant’s insurance shall be primary to coverage available to
Landlord. Tenant hereby waives any rights of subrogation against the Landlord.
12.7 Indemnity. “Landlord” for the purposes of this Article 12 shall mean and include
Landlord, its officers, agents and employees. To the fullest extent permitted by law, Tenant
covenants with Landlord that Landlord shall not be liable for any damage or liability of any kind
or for any injury to or death of persons or damage to property of Tenant or any other person from
any cause whatsoever related to the use, occupancy or enjoyment of the Premises by Tenant or any
person thereon or holding under Tenant. Tenant shall pay for, defend (with an attorney reasonably
approved by Landlord), indemnify, and save Landlord harmless against and from any real or
alleged damage or injury and from all claims, judgments, liabilities, losses, costs and expenses,
including reasonable attorneys’ fees and costs, arising out of or connected with Tenant’s use of the
Premises and its facilities, or any repairs, Alterations or improvements (including original
improvements and fixtures specified as Tenant’s Initial Improvements) which Tenant may make
or cause to be made upon the Premises, any breach of this Lease by Tenant. The obligations to
indemnify set forth in this Article shall include all reasonable attorneys’ fees, litigation costs,
investigation costs and court costs and all other costs, expenses and liabilities incurred by the
indemnified party from the first notice that any claim or demand is to be made or may be made.
All obligations under this Article shall survive the expiration or termination of this Lease.
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ARTICLE 13
DAMAGE
13.1 Insured Casualty. In the case of damage by fire or other perils covered by insurance, the
following provisions shall apply:
(a) Within a period of sixty (60) days after all applicable permits have been obtained
(which permits Landlord shall promptly apply for and diligently seek) and delivery of insurance
proceeds to Landlord, Landlord shall commence such repair, reconstruction and restoration of the
Premises to the extent they have been affected by fire or other casualty, and shall diligently
prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and
restore all items of Tenant’s Initial Improvements and Tenant’s Alterations and replace its stock
in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work
promptly upon delivery of possession of the Premises to Tenant and shall diligently prosecute
same to completion.
(b) Notwithstanding the foregoing, if destruction of the Premises occurs during the last
two (2) years of the Term and the estimated time to repair the Premise is more than the lesser of
180 days or one half (½) of the remaining Term under the Lease Term (as the same may have been
or is so extended by Tenant within 30 days after such a casualty), Landlord and Tenant shall each
have the right to terminate this Lease. In each case of a termination under this Article, the
termination right shall be exercised by the terminating party giving written notice to the other party
within thirty (30) days after the date of destruction, provided that Tenant shall not have the right
to terminate unless all insurance proceeds are delivered to Landlord.
(c) If, prior to the commencement of any repair or restoration work, it is estimated
(which estimate shall be delivered to both Landlord and Tenant in a written notice) by an
independent and reputable contractor selected by Landlord that the damage to the Premises cannot
reasonably be completed within two hundred seventy (270) days after the date of damage and
delivery of insurance proceeds, then each party shall have the right to terminate the Lease within
thirty (30) days after receiving such written estimate provided that such party (and its agents,
employees and contractors) did not cause the damage.
13.2 Uninsured Casualty. If the Premises or any material portion of the Premises is materially
damaged as a result of any casualty not covered by the insurance required under this Lease, then
Tenant shall, within ninety (90) days following the date of such damage, commence repair,
reconstruction or restoration of the Premises and shall diligently prosecute the same to completion,
or Landlord may elect within said ninety (90) days not to so repair, reconstruct or restore the
damaged property, in which event, at Landlord’s option, this Lease shall cease and terminate upon
the expiration of such ninety (90) day period. In the event Landlord elects to restore the Premises,
Tenant shall have the same repair, restoration and replacement obligations as to its improvements
and Alterations as it has pursuant to Section 13.1.
13.3 Abatement. The Base Rent and Additional Rent payable hereunder shall be abated (i) to
the extent it is not payable by Tenant’s insurance (such as Business Interruption insurance); and
then (ii) proportionately with the degree to which Tenant’s use of the Premises is impaired from
the time of the occurrence of the casualty until the date on which Tenant again operates its business
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in the Premises provided however that neither Tenant nor its agents, employees or contractors
caused the damage.
13.4 Waiver of Termination. Tenant waives any statutory rights of termination which may
arise by reason of any partial or total destruction of the Premises.
ARTICLE 14
EMINENT DOMAIN
14.1 Taking. The term “Taking”, as used in this Article 14, shall mean an appropriation or
taking under the power of eminent domain by any public or quasi-public authority or a voluntary
sale or conveyance in lieu of condemnation but under threat of condemnation.
14.2 Total Taking. In the event of a Taking of the entire Premises, this Lease shall terminate
and expire as of the date possession is delivered to the condemning authority and Landlord and
Tenant shall each be released from any liability accruing pursuant to this Lease after the date of
such termination.
14.3 Partial Taking. If there is a Taking of a material portion of the Premises and, regardless
of the amount taken, the Premises is not, in Tenant’s sole but reasonable business judgment,
suitable for the continued operation of Tenant’s business, then Tenant may terminate this Lease,
upon giving notice in writing of such election to Landlord within thirty (30) days after receipt by
Tenant from Landlord of written notice that a portion of the Premises has been so appropriated or
taken. In each case, the termination of this Lease shall be effective as of the date Tenant is required
to vacate all or a portion of the Premises.
14.4 Award. The entire award or compensation in any such condemnation proceeding, whether
for a total or partial Taking, or for diminution in the value of the leasehold or for the fee, shall
belong to and be the property of Landlord. Without derogating the rights of Landlord under the
preceding sentence, Tenant shall be entitled to recover from the condemning authority such
compensation as may be separately awarded by the condemning authority to Tenant or recoverable
from the condemning authority by Tenant in its own right and separately allocated to the taking of
trade fixtures and equipment owned by Tenant, the expense of removing and relocating Tenant’s
trade fixtures and equipment, interruption or damage to Tenants’ business, the value of Tenant’s
leasehold estate, or the unamortized cost of Tenant improvements paid for by Tenant.
14.5 Continuation of Lease. In the event of a Taking, if Landlord and Tenant elect not to
terminate this Lease as provided above (or have no right to so terminate), Landlord agrees, at
Landlord’s cost and expense as soon as reasonably possible after the Taking, to restore the
Premises necessary for Tenant to reasonably operate from the Premises (to the extent of the
condemnation proceeds) on the land remaining to a complete unit of like quality and character as
existed prior to the Taking and, thereafter, Base Rent and Additional Rent payable by Tenant
hereunder shall be reduced on an equitable basis, taking into account the relative value of the
portion taken as compared to the portion remaining, and Landlord shall be entitled to receive the
total award or compensation in such proceedings.
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ARTICLE 15
ASSIGNMENT AND SUBLETTING
15.1 Landlord’s Consent Required. Tenant shall not assign, sublet, enter into franchise,
license or concession agreements, change ownership or voting control, mortgage, encumber,
pledge, hypothecate or otherwise transfer (including any transfer by operation of law, but
excluding Permitted Transfers) all or any part of this Lease or the Premises (collectively
“Transfer”) without first procuring the written consent of Landlord in Landlord’s discretion. A
sale of fifty percent (50%) or more of the ownership interests in Tenant, whether in one transaction
or a related series of transactions, shall constitute an assignment of this Lease. If Tenant requests
Landlord’s consent to an assignment of this Lease or subletting of all or part of the Premises,
Tenant shall submit to Landlord, in writing, the name of the proposed assignee or subtenant.
15.2 Procedures. Should Tenant desire to enter into a Transfer, Tenant shall request, in writing,
Landlord’s consent to the proposed Transfer at least forty-five (45) days before the intended
effective date of the proposed Transfer, which request shall include any information reasonably
requested by Landlord to evaluate the proposed Transfer. A consent to one (1) Transfer by
Landlord shall not be deemed to be a consent to any subsequent Transfer to any other party.
15.3 Standard for Consent After Tenant Event of Default. For purposes of Landlord’s
consent after an Event of Default by Tenant and Landlord’s election to keep this Lease in effect,
Tenant agrees that Landlord may only refuse its consent to the proposed transfer on reasonable
grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable
for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the
proposed transferee’s financial condition, net worth or liquidity is less than the financial condition,
net worth or liquidity of Tenant as of the date of the request for transfer or is inadequate to support
all of the financial and other obligations of Tenant under this Lease; (b) the business reputation or
character of the proposed transferee is not reasonably acceptable to Landlord; or (c) the proposed
transferee is not likely to conduct on the Premises a business of a quality commensurate with the
neighborhood.
15.4 No Release; Form. No Transfer whether with or without Landlord’s consent, shall relieve
Tenant from its covenants and obligations under this Lease. Any Transfer shall be evidenced by
an instrument in form and content satisfactory to Landlord and executed by Tenant and t he
Transferee.
ARTICLE 16
DEFAULTS
16.1 Events of Default. The occurrence of any one or more of the following events shall
constitute an “Event of Default” by Tenant under this Lease:
(i) failure to pay the Base Rent, any Additional Rent, or the Security Deposit
within five (5) days after written notice from Landlord to Tenant;
(ii) failure to perform any other of the promises, covenants or agreements of
Tenant contained in this Lease for more than thirty (30) days after written notice from Landlord
(provided, however, if the default cannot be rectified or cured within such thirty (30) day period,
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the default shall be deemed to be rectified or cured if Tenant, within such thirty (30) day period,
shall have commenced to rectify or cure the default and shall thereafter diligently and continuously
prosecute same to completion);
(iii) an assignment or subletting by Tenant without Landlord’s prior written
consent when such consent is required by this Lease; or
(iv) failure to maintain the insurance required of Tenant under this Lease.
16.2 Landlord Remedies. Any notice required to be given by Landlord above shall be in lieu
of, and not in addition to, any notice required under Section 1161 of the Code of Civil Procedure
of California or any similar, superseding statute. Upon the occurrence of an Event of Default by
Tenant, Landlord may elect to terminate this Lease and to re-enter and take possession of the
Premises and remove all persons therefrom, and/or exercise all or any of the rights and remedies
afforded Landlord by California law including, but not limited to, the remedies provided under
California Civil Code Sections 1951.2 or 1951.4. Pursuant to California Civil Code Section
1951.2, the damages Landlord may recover against Tenant include, but are not limited to, the worth
at the time of award of the amount by which the unpaid rent for the balance of the term after the
time of award, exceeds the amount of such rental loss for the same period that the Tenant proves
could be reasonably avoided. Pursuant to California Civil Code Section 1951.4, Landlord may
continue this Lease in effect after Tenant’s breach of this Lease and abandonment of the Premises
and recover rent as it becomes due, if Tenant has the right to sublet the Premises or assign this
Lease, subject only to reasonable limitations. Landlord hereby agrees that in the event Landlord
elects the remedy under California Civil Code Section 1951.4, Landlord will not unreasonably
withhold its consent to assignment and subletting by Tenant, and Article 15.3 shall apply.
16.3 Default by Landlord. Landlord shall not be in default hereunder unless Landlord fails to
perform the obligations required of Landlord within thirty (30) days after written notice by Tenant
to Landlord specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are
required for performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same to
completion. Notwithstanding any contrary provision contained in this Lease, Landlord shall not
be liable under any circumstances for any indirect or consequential damages or any injury or
damage to, or interference with, Tenant’s business, including, but not limited to, loss of profits,
loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use;
provided, that the foregoing is not intended to be a waiver by Tenant of any rights it may have to
condemnation awards in the event of a condemnation by Landlord of Tenant’s interest under this
Lease or Tenant’s business.
ARTICLE 17
SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATES
17.1 Subordination. So long as the lienholder agrees in writing to be bound by the obligations
of the Landlord arising after the lienholder acquires title to the Premises, and provided such
lienholder also executes a commercially reasonable non-disturbance agreement in favor of the
Tenant, then upon written request of Landlord, Landlord’s mortgagee, or the beneficiary of a deed
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of trust of Landlord or a lessor of Landlord, Tenant will subordinate its rights pursuant to this
Lease in writing to the lien of any mortgage, deed of trust or the interest of any lease in which
Landlord is the lessee and to all advances made or hereafter to be made upon the security thereof.
17.2 Attornment. In the event any proceedings are brought for foreclosure, or in the event of
the exercise of the power of sale under any mortgage or deed of trust made by Landlord
encumbering the Premises, or should a lease in which Landlord is the lessee be terminated, Tenant
shall upon the request of the purchaser or lessor attorn to the purchaser or lessor under such lease
upon any foreclosure, sale or lease termination and recognize the purchaser or lessor as Landlord
under this Lease, provided that the purchaser or lessor shall acquire and accept the Premises subject
to this Lease.
17.3 Estoppel Certificates. Upon not less than ten (10) days prior notice from Landlord or
Tenant to the other, Landlord or Tenant, as the case maybe shall execute, acknowledge and deliver
to the requesting party, a reasonable estoppel certificate certifying that this Lease is unmodified
and in full force and effect and that the other party is not in default (or stating how any of the
foregoing is not true) and certifying the dates to which rental or other sums due hereunder have
been paid in advance (“Estoppel Certificate”).
17.4 Subordination of Landlord’s Liens. Landlord hereby subordinates all statutory and
contractual landlord’s liens to any liens or security interests covering Tenant’s inventory, or
financed fixtures, furniture or equipment of Tenant in favor of bona-fide third-party lenders
providing financing to Tenant (including purchase-money financing). Additionally, Tenant shall
be permitted to remove personal property from the Premises without Landlord’s consent (free and
clear of any landlord’s liens) whenever Tenant has not previously received from Landlord a written
notice of default which remains uncured.
ARTICLE 18
MATTERS OF RECORD
Tenant agrees that it and all persons in possession or holding under it will conform to and
will not violate the terms of any covenants, conditions, restrictions, easements and any other
matters currently of record. Tenant acknowledges that Tenant has had an opportunity to obtain and
review a title report and title exception documents from a title insurance company selected by
Tenant.
ARTICLE 19
UTILITIES AND SERVICES
Tenant shall pay directly to the appropriate utility company all charges for utility services
supplied to Tenant. If no such (sub)meter exists, then Tenant shall reimburse Landlord within ten
(10) days after written demand from time to time for Tenant’s share utility charges allocable to the
Premises. In that regard, Tenant is responsible for directly contracting utility services including,
but not limited to those shown in the table below.
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Service Responsible Party for Directly Contracting
Electric Utility Tenant
Water/Sewer Utility Tenant
Gas Utility Tenant
Trash Pickup Services Tenant
Fire and Life Safety Monitoring Tenant
Regardless of the entity which supplies any of the utility services, Landlord shall not be
liable for any failure or interruption of any utility or service. Except as otherwise provided herein,
no failure or interruption of any utility or service shall entitle Tenant to terminate this Lease or
discontinue making payments of Rent payable by Tenant under this Lease; provided, however,
that Landlord shall use good faith efforts to restore such service to the extent the restoration of the
same is not the obligation of Tenant, the utility company or other third party.
ARTICLE 20
MISCELLANEOUS
20.1 Hazardous Materials. During the Term of this Lease, Tenant, at its sole cost and expense,
shall comply with all laws relating to the storage, use, handling and disposal of hazardous, toxic
or radioactive matter, including, without limitation, petroleum products, asbestos, and those
materials identified in Sections 66680 and 66685 of Title 22 of the California Administrative Code,
Division 4, Chapter 30 (“Title 22”), as amended from time to time (collectively, “Hazardous
Materials”); provided, however, that the foregoing shall not apply to Hazardous Materials in, on
or surrounding the Premises not released by Tenant or its contractors, employees, agents or
customers. Tenant shall notify Landlord and provide to Landlord a copy or copies of any
environmental entitlements or inquiries related to the Premises. The clean-up and disposal of any
Hazardous Materials released onto or about the Premises by Tenant or its agents, contractors or
employees shall be performed by Tenant at Tenant’s sole cost and expense and shall be performed
in accordance with all applicable laws, rules, regulations and ordinances, pursuant to a site
assessment and removal/remediation plan prepared by a licensed and qualified geotechnical
engineer and submitted to and approved in writing by Landlord prior to the commencement of any
work. The foregoing notwithstanding, Landlord in Landlord’s sole and absolute discretion may
elect, by written notice to Tenant, to perform the clean -up and disposal of such Hazardous
Materials from the Premises. In such event, Tenant shall pay to Landlord the actual cost of same
upon receipt from Landlord of Landlord’s written invoice therefor. Notwithstanding any other
term or provision of this Lease, Tenant shall permit Landlord or Landlord’s agents or employees
to enter the Premises at any time, upon at least one (1) business days’ notice, to inspect, monitor
and/or take emergency or long-term remedial action with respect to Hazardous Materials on or
affecting the Premises or to discharge Tenant’s obligations hereunder with respect to such
Hazardous Materials when Tenant has failed, after demand by Landlord, to do so. All costs and
expenses incurred by Landlord in connection with performing Tenant’s obligations hereunder shall
be reimbursed by Tenant to Landlord within thirty (30) days of Tenant’s receipt of written request
therefor.
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Except as provided herein, Tenant shall defend, indemnify, and hold Landlord harmless
from and against any and all claims, liabilities, losses, costs, and expenses (including, without
limitation reasonable attorneys’ fees) incurred or suffered by Landlord as a result of Tenant’s or
its invitees’, licensees’, contractors’, agents’ or employees’ storage, use, handling, disposal or
release of Hazardous Materials in or about the Premises or the Premises; provided, however, that
Tenant shall be liable for any release of Hazardous Materials during its occupancy of the Premises,
regardless of when such release is discovered. Notwithstanding anything to the contrary herein,
Tenant’s indemnification obligations pursuant to this section shall survive termination of this
Lease.
20.2 Notices. Every notice, demand or request (collectively “Notice”) required hereunder or by
law to be given by either party to the other shall be in writing. Notices shall be given by United
States certified mail, postage prepaid, return receipt requested, or by same-day or overnight private
courier, addressed to the party to be served at the address indicated in Section 1.11 or such other
address as the party to be served may from time to time designate in a Notice to the other party.
The delivery of a Notice shall be deemed made within 3 days after deposit into the U.S. mail with
respect to certified mail or within 1 business day after deposit with an overnight private courier for
overnight delivery. Copies of any Notice shall be sent to the addresses, i f any, designated for
service of copies of Notices in Section 1.11.
20.3 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes,
acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental
restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile
governmental action, civil commotion, fire or other casualty, and other causes (except financial)
beyond the reasonable control of the party obligated to perform, shall excuse the performance by
that party for a period equal to the prevention, delay or stoppage; however, this Section shall not
be applied to delay the payment by Tenant of payments required of Tenant under this Lease.
20.4 Termination. Upon the expiration or earlier termination of the Term, Tenant shall
peaceably and quietly surrender the Premises broom-clean, reasonable wear and tear and any
damage to the Premises, which Tenant is not required to repair pursuant to Article 14 or Article
15, excepted.
20.5 Miscellaneous Provisions.
(a) It is understood that there are no oral or written agreements or representations
between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all
previous negotiations, arrangements, representations, brochures, agreements and understandings,
if any, between Landlord and Tenant. No provision of this Lease may be amended except by an
agreement in writing signed by Landlord and Tenant.
(b) Subject to the terms of this Lease, all rights and obligations of Landlord and Tenant
under this Lease shall extend to and bind the respective heirs, executors, administrators and the
permitted concessionaires, successors, subtenants and assignees of the parties.
(c) Any waiver by either party of a breach by the other party of a covenant of this Lease
shall not be construed as a waiver of a subsequent breach of the same covenant.
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(d) Except where another rate of interest is specifically provided for in this Lease, any
amount due from either party to the other under this Lease which is not paid when due, shall bear
interest at the rate per annum (“Interest Rate”) equal to the prime interest rate published from time
to time by the Wall Street Journal plus two (2) percentage points (but in no event to exceed the
maximum lawful rate) from the date such amount was originally due to and including the date of
payment.
(e) If Tenant or Landlord is a municipal corporation, corporation, partnership or limited
liability company, each individual executing this Lease on behalf of the municipal corporation,
corporation, partnership or limited liability company (in his/her representative capacity only)
represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf
of the municipal corporation, corporation, partnership or limited liability company and that this
Lease is binding upon the municipal corporation, corporation, partnership or limited liability
company.
(f) This Lease shall be governed by and construed in accordance with the laws of the
State of California without giving effect to the choice of law provisions thereof.
(g) Tenant waives any and all rights of redemption granted under any present and future
laws in the event Landlord obtains the right to possession of the Premises by reason of the violation
by Tenant of any of the covenants and conditions of this Lease or otherwise.
(h) In the event that, at any time after the Effective Date of this Lease, either Landlord
or Tenant shall institute any action or proceeding against the other relating to the provisions of this
Lease or any default hereunder, the party not prevailing in such action or proceeding shall
reimburse the prevailing party for its actual attorneys’ fees, and all fees, costs and expenses
incurred in connection with such action or proceeding, including, without limitation, any post -
judgment fees, costs or expenses incurred on any appeal or in collection of any judgment.
(i) Tenant shall observe faithfully and comply with, and shall cause its employees and
invitees to observe faithfully and comply with, reasonable and nondiscriminatory rules and
regulations governing the Premises as may from time to time be promulgated by Landlord.
(j) Should Landlord sell, exchange or assign this Lease (other than a conditional
assignment as security for a loan), then Landlord, as transferor, shall be relieved of any and all
obligations on the part of Landlord accruing under this Lease from and after the date of such
transfer provided that Landlord’s successor in interest shall assume such obligations from and after
such date. Written notice of any such transfer shall be given to Tenant.
(k) Notwithstanding anything contained in this Lease to the contrary, it is expressly
understood and agreed that any judgment against Landlord resulting from any default or other
claim under this Lease shall be satisfied only out of the net rents, issues, profits and other income
actually received from the operation or sale of the Premises, and Tenant shall have no claim against
Landlord or any of Landlord’s personal assets for satisfaction of any judgment with respect to this
Lease.
(l) If any part of the Premises is at any time subject to a first mortgage or a first deed
of trust, and this Lease or the rentals due from Tenant hereunder are assigned by Landlord to a
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mortgagee, trustee or beneficiary (“Assignee” for purposes of this clause (l) only) and Tenant is
given written notice of the assignment including the post office address of Assignee, then Tenant
shall also give written notice of any default by Landlord to Assignee, specifying the default in
reasonable detail and affording Assignee the same amount of time as provided in this Lease for
Landlord (starting from the date Assignee receives such notice) to make performance for and on
behalf of Landlord. If and when Assignee has made performance on behalf of Landlord, the default
shall be deemed cured.
(m) Tenant shall pay all costs for work performed by or on account of it and shall keep
the Premises free and clear of mechanics’ liens or any other liens or stop notices. Tenant shall
give Landlord immediate notice of any lien or stop notice filed against the Premises as a result of
any work of improvement performed by or on behalf of Tenant. Tenant shall immediately cause
any lien or stop notice to be discharged or removed of record by either paying the amount thereof
or recording a statutory lien release bond in an amount equal to one hundred fifty percent (150%)
of the amount of said lien or stop notice, or such other amount as may be adequate to cause the
lien or stop notice to be released as an encumbrance against the Premises.
(n) Each of Landlord and Tenant shall defend, indemnify and hold the other harmless
from any claims, costs, expenses or liabilities for any compensation, commission or charges to
other realtors, brokers or agents claiming by, through or on behalf of Landlord or Tenant, as the
case may be, with respect to this Lease and/or the negotiation hereof.
(o) All of the exhibits referenced in this Lease are incorporated herein by this reference.
(p) Notwithstanding anything contained in this Lease to the contrary, Tenant
acknowledges that Landlord is acting in its proprietary capacity, is entering into and complying
with this Lease, and that nothing contained in this Lease shall require Landlord, in its capacity as
a governmental entity, to act in any predetermined manner in connection with its actions as a
governmental entity, as opposed to its actions as a contracting party pursuant to this Lease.
(q) Provided an Event of Default by Tenant does not occur, Tenant shall have the right
of quiet enjoyment of the Premises free from interference by Landlord or by any person or entity
claiming rights granted by Landlord.
(r) Tenant shall faithfully observe and comply with the Rules and Regulations attached
hereto as Exhibit “D” and modifications thereto made by Landlord shall from time to time that are
delivered in writing to Tenant.
(s) If any provision of this Lease is held or adjudicated to be invalid or unenforceable
for any reason, each such portion or provision shall be severed from the remaining portions or
provisions of this Lease and the remaining portions or provisions shall be unaffected and remain
in full force and effect.
(t) Concurrently with the execution and delivery of this Lease, Tenant shall also
execute, acknowledge and deliver to Landlord a Memorandum of Lease in the form attached hereto
as Exhibit “C” for recording. Tenant shall not record this Lease, any notice of other memorandum
of this Lease. Upon the expiration or any earlier termination of this Lease, Tenant shall execute,
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acknowledge and deliver to Landlord a termination of such recorded Memorandum of Lease and/or
quitclaim deed in the form prepared by Landlord and submitted to Tenant.
(u) This Lease may be executed by using DocuSign and the email address(es) set forth
below.
(v) Except where otherwise stated, all references to days are to calendar days.
Whenever under the terms of this Agreement the time for performance of a covenant or condition
falls on a Saturday, Sunday, or California state holiday, such time for performance will be extended
to the next business day. “Business Day(s)” means days other than Saturday, Sunday, and
California state holidays. The headings used in this Agreement are provided for convenience only
and this Agreement will be interpreted without reference to any headings.
[Remainder of this page intentionally left blank]
[Signatures appear on next page]
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the
day and year first above written.
LANDLORD:
JOHN ALVAREZ
Signature:
Print Name: John Alvarez
TENANT:
City of Rancho Cucamonga,
a California Municipal Corporation
By:
Name: L. Dennis Michael
Title: Mayor
ATTEST:
By:
Kim Sevy, City Clerk
APPROVED AS TO FORM:
_____________________________________
Nicholas Ghirelli, City Attorney
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “A”
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EXHIBIT “A”
LEGAL DESCRIPTION OR DIAGRAM OF LAND
(Attached.)
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “B”
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EXHIBIT “B”
Intentionally Omitted
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “C”
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EXHIBIT “C”
FORM OF MEMORANDUM OF LEASE
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “C”
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RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
John Alvarez
7368 Archibald Avenue
Rancho Cucamonga, CA 91730
APN(s):
SPACE ABOVE THIS LINE FOR RECORDER'S USE
The undersigned declare that this Memorandum of Lease is exempt from Recording Fees pursuant
to California Government Code Section 27383 and exempt from Documentary Transfer Tax
pursuant to California Revenue and Taxation Code Section 11922.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of _______, 202___, and
is entered into by and between the City of Rancho Cucamonga, a California municipal corporation
(“Tenant”), and JOHN ALVAREZ (“Landlord”).
RECITALS
A. Tenant and Landlord have entered into that certain Building Lease dated
_______, 20_______ (the “Lease”), pursuant to which Landlord has agreed to lease and demise to
Tenant, and Tenant has agreed to lease and accept from Landlord that certain building commonly
known as _______________ (the “Premises”). The Premises are more particularly described in
the Lease.
B. Landlord and Tenant now desire to enter into this Memorandum to comply with
applicable law requiring that municipal leases be recorded.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and City agree
as follows:
1. Lease. Landlord hereby leases and demises the Premises to Tenant, and Tenant
hereby leases and accepts the Premises from Landlord for a term of _______ months at the rental
rates and upon the other terms and conditions set forth in the Lease, which are incorporated herein
by this reference.
2. Purpose. This Memorandum is prepared for the purposes of recordation only and
in no way modifies the terms and conditions of the Lease. In the event any provision of this
Memorandum is inconsistent with any term or condition of the Lease, the term or condition of the
Lease shall prevail.
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “C”
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3. Counterparts. This Memorandum may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which,
taken together, shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease
as of the date first written above.
LANDLORD: TENANT:
JOHN ALVAREZ
By:
Print Name: John Alvarez
City of Rancho Cucamonga,
a California municipal corporation
By: _______________________________
L. Dennis Michael,
Mayor
Attest:
Kim Sevy, City Clerk
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “C”
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer 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
On before me, ________________________________________ 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, and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) 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.
Place Notary Seal Above
Signature of Notary Public
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “C”
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer 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, ________________________________________ 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, and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) 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.
Place Notary Seal Above
Signature of Notary Public
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “D”
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EXHIBIT “D”
RULES AND REGULATIONS
1. Except as may be specifically provided in the Lease to which these Rules and Regulations
are attached, no sign, placard, picture, advertisement, name or notice shall he installed or displayed
on any part of the outside of the Premises or which are visible from outside the Premises without
the prior written consent of Landlord. Tenant shall not place anything against or near exterior
windows or doors which may appear unsightly from outside the Premises or which are visible from
the exterior of the Premises (other than approved window coverings, automobiles or other
merchandise or displays consistent with Tenant's permitted uses of the Premises). Landlord shall
have the right to remove, at Tenant’s expense and with 24 hours’ prior written or oral notice, any
sign installed or displayed in violation hereof.
2. At Landlord’s request, as a part of the initial Tenant Improvements, Tenant shall install
new locks in, and re-key, the Premises, and in such event, Tenant shall deliver a copy of a key to
all such locks to Landlord upon installation thereof. In addition, upon the termination of its
tenancy, Tenant shall deliver to Landlord the keys to all doors and locks in the Premises.
3. All contractors and technicians rendering any service to Tenant shall be referred to
Landlord for approval (which approval shall not be unreasonably withheld, conditioned or
delayed) and supervision prior to performing any such service. This applies to all work performed
in the Premises, including but not limited to, installation of telephone and telegraph equipment and
electrical devices and installations affecting floors, walls, woodwork, windows, ceilings and any
other physical portion of the Premises. None of Tenant’s contractors or subcontractors shall be
entitled to (1) display identification or other signage at the Premises, or (2) use the passenger
elevators at the Premises.
4. Landlord shall have the right to prescribe the weight, size and position of all equipment,
materials, furniture or other property brought into the Premises. Heavy objects shall, if considered
necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to
properly distribute the weight, which platforms shall be provided at Tenant’s expense. The persons
employed to move such equipment in or out of the Premises must be acceptable to Landlord.
Landlord will not be responsible for loss of, or damage to, any such equipment or other property
from any cause, and all damage done to the Premises by maintaining or moving such equipment
or other property shall be repaired at the expense of Tenant.
5. Except as set forth in the Lease, Tenant shall not use or keep in the Premises any kerosene,
gasoline or inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of equipment.
6. Tenant shall not use any method of heating or air conditioning other than that installed by
Landlord, except for supplemental air conditioning systems installed in accordance with the
provisions of the Lease.
7. Landlord reserves the right, exercisable upon thirty (30) days prior written notice to Tenant,
to change the name and/or street address of the Premises.
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “D”
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8. Tenant shall close and lock the doors of its Premises before Tenant and its employees leave
the Premises. Tenant shall be responsible for any damage or injuries sustained by other tenants or
occupants of the Premises or by Landlord for noncompliance with this rule.
9. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein.
10. Tenant shall not install any radio or television antenna, loudspeaker or other devices on the
roof(s) or exterior walls of the Premises. Tenant shall not interfere with radio or television
broadcasting or reception from or in the Premises or elsewhere.
11. Tenant shall not deface the Premises or any part thereof, except in accordance with the
provisions of the Lease pertaining to Alterations. Landlord reserves the right to direct electricians
as to where and how telephone and telegraph wires are to be introduced to the Premises. Tenant
shall not cut or bore holes for wires, except in accordance with the provisions of the Lease
pertaining to Alterations. Tenant shall not affix any floor covering to the floor of the Premises in
any manner except as approved by Landlord to the extent required by the provisions of the Lease
pertaining to Alterations. Tenant shall repair any damage resulting from noncompliance with this
rule.
12. Landlord reserves the right to exclude or expel from the Premises any person who, in
Landlord’s judgment, is in violation of any of the Rules and Regulations of the Premises.
13. Tenant shall store all its trash and garbage within its Premises or in other facilities provided
by Landlord. Tenant shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and
refuse disposal shall be made in accordance with reasonable directions issued from time to time
by Landlord.
14. Tenant shall comply with all reasonable safety, fire protection and evacuation procedures
and regulations established by Landlord or army governmental agency.
15. Tenant’s requirements will be attended to only upon appropriate application to the
Landlord by an authorized individual. Employees of Landlord shall not perform any work or do
anything outside of their regular duties unless under special instructions from Landlord, and no
employee of Landlord will admit any person (Tenant or otherwise) to any office without specific
instructions from Landlord.
16. There shall be no smoking within the Premises (except in areas, if any, designated therefor
by Landlord).
17. Upon written notice to Tenant, Landlord reserves the right to rescind any of these Rules
and Regulations and to make future Rules and Regulations as, in its judgment, may from time to
time be needed for safety, comfort and security, for care and cleanliness of the Premises and for
the preservation of good order therein which Rules and Regulations shall not be unreasonably
modified or enforced in a manner which shall materially interfere with the conduct of Tenant’s
Permitted Use from the Premises or Tenant’s use of or access to the Premises. Tenant agrees to
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “D”
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abide by all such Rules and Regulations herein above stated and any additional rules and
regulations which are adopted and of which Tenant has received written notice.
18. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, customers, invitees and guests.
19. Landlord reserves the right to charge as additional Rent to Tenant, any extra costs incurred
by Landlord as a result of Tenant’s violation of these Rules and Regulations.
20. ______________________________________________________
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Exhibit “E”
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EXHIBIT “E”
NOTICE OF LEASE DATES
To: City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
Re: Building Lease dated July 16, 2025 between the John Alvarez (“Landlord”), and
City of Rancho Cucamonga (“Tenant”) for Premises located at 7368 Archibald
Ave., Rancho Cucamonga, California.
Ladies and Gentlemen:
In accordance with the above-referenced Retail Lease (the “Lease”), we wish to advise you and/or
confirm as follows:
1. Landlord delivered possession of the Premises on _______.
2. The Term Commencement Date is _______.
3. The Rent Commencement Date is _______.
4. The Initial Term shall end on _______.
5. Your rent checks should be made payable to John Alvarez at []:
______________________.
Landlord:
JOHN ALVAREZ
By:
Print Name: John Alvarez
Agreed to and Accepted
as of _______, 2025.
Tenant:
City of Rancho Cucamonga,
a California municipal corporation
By:
Print Name: L. Dennis Michael
Title: Mayor
Docusign Envelope ID: 9945CA5D-7DFB-427D-9036-BA56010C4922Docusign Envelope ID: 2779AABE-3415-468C-8084-2796B471B497
Certificate Of Completion
Envelope Id: 2779AABE-3415-468C-8084-2796B471B497 Status: Completed
Subject: Complete with Docusign: Complete_CO_2025-081_NNN_Lease.pdf
Source Envelope:
Document Pages: 36 Signatures: 6 Envelope Originator:
Certificate Pages: 5 Initials: 0 Elizabeth Thornhill
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
elizabeth.thornhill@cityofrc.us
IP Address: 199.201.174.250
Record Tracking
Status: Original
7/17/2025 10:04:59 AM
Holder: Elizabeth Thornhill
elizabeth.thornhill@cityofrc.us
Location: DocuSign
Signer Events Signature Timestamp
Kim Sevy
kim.sevy@cityofrc.us
City Clerk
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 2a02:26f7:c355:80e1:0:a800:0:3
Signed using mobile
Sent: 7/17/2025 10:11:01 AM
Viewed: 7/17/2025 10:46:39 AM
Signed: 7/17/2025 10:47:11 AM
Electronic Record and Signature Disclosure:
Accepted: 7/17/2025 10:46:39 AM
ID: 3862f82b-a53a-46f6-8e86-93d663bc60cb
L. Dennis Michael
dennis.michael@cityofrc.us
Mayor/President
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.88.134
Signed using mobile
Sent: 7/17/2025 10:11:01 AM
Viewed: 7/17/2025 10:14:54 AM
Signed: 7/17/2025 10:15:28 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Nicholas Ghirelli
NGhirelli@rwglaw.com
Shareholder
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 69.75.82.226
Sent: 7/17/2025 10:11:01 AM
Resent: 7/21/2025 8:35:53 AM
Viewed: 7/21/2025 10:48:20 AM
Signed: 7/21/2025 10:49:02 AM
Electronic Record and Signature Disclosure:
Accepted: 7/17/2025 4:51:44 PM
ID: d95a4cec-e1ac-4ec6-9076-8d377a8b206d
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
City Clerk's Office Review
ClerkContracts@cityofrc.us
City Clerk
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Using IP Address: 199.201.174.250
Sent: 7/17/2025 10:11:02 AM
Viewed: 7/17/2025 1:59:25 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/17/2025 10:11:02 AM
Certified Delivered Security Checked 7/21/2025 10:48:20 AM
Signing Complete Security Checked 7/21/2025 10:49:02 AM
Completed Security Checked 7/21/2025 10:49:02 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be
required by law to provide to you certain written notices or disclosures. Described below are the
terms and conditions for providing to you such notices and disclosures electronically through the
DocuSign system. Please read the information below carefully and thoroughly, and if you can
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM
Parties agreed to: Kim Sevy, Nicholas Ghirelli
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
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electronically from us.
How to contact City of Rancho Cucamonga City Clerk's Office:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: jasmin.oriel@cityofrc.us
To advise City of Rancho Cucamonga City Clerk's Office of your new email address
To let us know of a change in your email address where we should send notices and disclosures
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If you created a DocuSign account, you may update it with your new email address through your
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To request paper copies from City of Rancho Cucamonga City Clerk's Office
To request delivery from us of paper copies of the notices and disclosures previously provided
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body of such request you must state your email address, full name, mailing address, and
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To withdraw your consent with City of Rancho Cucamonga City Clerk's Office
To inform us that you no longer wish to receive future notices and disclosures in electronic
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select the check-box indicating you wish to withdraw your consent, or you may;
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The minimum system requirements for using the DocuSign system may change over time. The
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