This lease agreement (hereinafter, the “Agreement”), dated as of the day of
, 2009, by and between Celite Corporation, (hereinafter, “CELITE”), whose address is 130 Castilian Drive, Santa Barbara, California 93117, and the CITY OF LOMPOC, a municipal corporation of the State of California (hereinafter, the “Lessee”), whose address is
In consideration of the terms and conditions set forth below, the parties agree as follows:
SECTION 1: EXCLUSIVE LEASE
CELITE hereby leases to Lessee, its successors and assigns for the term and purposes stated, approximately 1.2 acres of real property located in Santa Barbara County, California and being an old gravel pit located south-southwest of State Highway 1 between Lompoc and Santa Barbara as shown in blue on the map attached hereto and incorporated herein by reference as Exhibit A. The rights granted herein to Lessee shall include the right to use only the road shown outlined in red on the attached map to access the pit and the right to use the pit for a firing range for its police officers and other law enforcement personnel from Santa Barbara County as defined herein (the blue pit area and the red roads are called collectively, the “Property”).
It is specifically understood by CELITE and Lessee that (A) no one other than the parties listed in this Agreement shall be permitted on the Property, (B) Lessee shall not use any roads shown on the map other than the one outlined in red, (C) Lessee shall not use the road outlined in red for any purposes other than to access the Property, and (D) Lessee shall not use the pit shown in blue on the map for any purposes other than those listed in this Agreement.
This Agreement terminates, supersedes and replaces that certain Agreement for Use of Facilities, commencing as of March 1, 1973, between Johns-Manville Products Corporation as Owner and City of Lompoc as City, as the same has been amended, the parties herein being the successors to the parties in such Agreement for Use of Facilities.
SECTION 2: PURPOSES AND USE OF PROPERTY
The Property is leased to Lessee solely for a firing range for (A) regular salaried, full-time law enforcement officers, (B) reserve officers while on official duty training status, (C) the staff of International Training Resources, a professional law enforcement training provider, and (D) joint training sessions with other police departments under the direct guidance and supervision of the Lompoc Police Department. Such joint training sessions described in subsection (D) above shall be limited to (4) four sessions per year, with a maximum of (40) forty officers at any session.
It is understood and agreed by CELITE and Lessee that this Agreement grants rights to onlythose parties listed above. No other persons or groups shall be allowed on the Property at any time.
Lessee agrees that Lessee and its peace officers or reserve officers shall use the Property in accordance with any and all applicable federal, state or local laws or ordinances (including without limitation, environmental, health or safely laws, firearms laws, common law nuisance
and other environmental principles). Lessee shall not create a condition which is or would be in violation of any such laws, and shall not create a condition which would require remediation under any such laws. Without limiting the foregoing, Lessee agrees to properly contain and dispose of any ammunition being used on the Property so that it does not leave the Property and also to remove any trash or debris from the Property. Lessee shall remove live ammunition from the Property after each use, and shall remove spent ammunition on at least a quarterly basis.
Lessee officers or reserve officers must remain within the boundaries of the Property as described above. Use of the Property by any party not listed in this Agreement or use of any roads or trespass upon any land outside of the Property shall be grounds for immediate termination of this Agreement by CELITE.
In using the Property, Lessee shall at all times keep the Property clean and free from litter, trash and nuisance; and in the event of Lessee’s failure to do so, CELITE may do so and charge Lessee for the cost of any such cleanup. At the expiration or earlier termination of this Agreement, Lessee shall leave the Property in as good a condition as it was prior to Lessee’s use, reasonable wear and tear and damage by Acts of God excepted.
SECTION 3: TERM
The term of this Agreement shall be for a period of one (1) year, commencing on January 1, 2009 and shall automatically renew for subsequent terms of one (1) year unless terminated as hereinafter provided.
SECTION 4: RENTAL PAYMENTS
The amount of the rental payments shall be $100.00 per year, and such payments shall be made in advance on or before the first day of every year starting on January 1, 2009. Lessee shall not be obligated to pay for water or other utilities serving the Premises as those are included in the rental payment.
The rental rate shall automatically increase by three percent (3%) on January 1 of each year. Because the rental rate change is described herein, Lessor shall not be required to send Lessee any notice of such change.
SECTION 5: NO WARRANTY
CELITE makes no representation or warranty of any kind in connection with this Agreement. Lessee has inspected the Property and is aware of all conditions thereon and hereby accepts the Property in its current condition.
SECTION 6: IMPROVEMENTS
Lessee shall not place any improvements on the Property at any time without written consent of CELITE. Any improvements located on the Property as of the date of this Agreement may remain on the Property but shall be removed by Lessee upon termination of this Agreement.
SECTION 7: DEFAULT
If Lessee fails to pay rent or if Lessee should default in the performance of any of the other provisions of this Agreement, CELITE shall then have the right without notice to Lessee to enter upon and take possession of the Property. CELITE, in such event, may then declare this Agreement terminated and canceled, and may retain as liquidated damages all sums of money which have been paid by Lessee; CELITE shall also have the right to hold the Lessee liable for all unpaid rent. Nothing contained in this Section 8 shall limit CELITE’S common law or statutory remedies.
SECTION 8: ASSIGNMENT
Lessee may not assign, transfer, or sublease the Property, nor permit any third parties to occupy the Property or any structures on the Property.
SECTION 9: INSPECTION
CELITE or its duly authorized agent shall have the right at any reasonable time, and at CELITE’S sole risk and expense, to enter and inspect the Property for all reasonable and necessary purposes incidental to its ownership and control of the Property or contiguous lands.
SECTION 10: TERMINATION
Either party may terminate this Agreement, in whole or in part, for any reason or noreason, by providing thirty (30) days prior written notice to the other party. In the eventthat CELITE should sell any portion of the Property, the sale of the Property shallterminate this Agreement as to that portion of the Property sold.
SECTION 11: LIABILITY
Lessee shall indemnify and hold CELITE harmless from all damages, losses, liabilities, claims, suits, judgments, or demands arising from personal injuries, deaths, property damage, liens or other civil or criminal liability arising from Lessee’s officers or reserve officers’ use, occupancy or possession of the Property. Execution of a Firearms Liability Waiver, a copy of which is attached hereto and incorporated herein by reference as Exhibit A-1 is required of all officers,
copies of which will be maintained by Lessee. Lessee shall allow no lien or encumbrance to attach to the Property on account of any debt from materials furnished to or services performed for Lessee during the term of this Agreement.
SECTION 12: INSURANCE
Lessee shall, at its sole cost and expense, obtain a certificate showing CELITE as co-insured with Lessee on Lessee’s basic and supplementary liability and auto insurance policies, including contractual public liability (Lessee hereby agreeing to hold harmless CELITE), upon execution of this Agreement and to maintain such insurance in full force and effect during the entire term of this Agreement and so long as Lessee shall use or occupy the Property. A copy of said certificate shall be delivered to CELITE with this Agreement and such insurance company or companies shall notify CELITE at least sixty (60) days before cancellation of such insurance policies, or any of them. The total combined limits of said liability policies shall not be less than
$10,000,000. Lessee shall maintain and keep in effect at all times during the term of this Agreement any required Workers Compensation insurance, at Lessee’s sole cost and expense.
Lessee covenants and agrees to indemnify, and fully defend, protect and hold CELITE, its officers, directors, and contractors harmless from and against any and all claims, losses, liabilities, damages, fines, penalties, suits, causes of action, judgments or orders or any expense whatsoever (including but not limited to, attorneys’ fees and disbursements) in any manner arising out of or relating to Lessee’s activities on the Property, including, but not limited to personal injury or death, or damage to property, any breach of any of its representations, warranties and obligations contained under this Agreement or arising out of negligence, regulatory noncompliance or intentional wrongdoing of Lessee, its officers, reserve officers or students in conjunction with its activities on the Property.
SECTION 13: NOTICES
All notices provided for herein shall be properly given and made if personally delivered to, or sent by certified US Mail or overnight delivery service to the following addresses:
If to CELITE: CELITE CORPORATION
Attn: Senior Mine Planning Specialist
130 Castilian Drive Santa Barbara, CA 93117 Attn: Legal Department
If to Lessee: City of Lompoc
SECTION 14: APPLICABLE LAW
This Agreement shall supersede any and all previous agreements whether oral or written and shall be governed by the laws of the State of California.
SECTION 15: NON-WAIVER
Failure of either CELITE or Lessee to exercise any right given hereunder or to insist upon strict compliance with regard to any term, condition or covenant specified herein, shall not constitute a waiver of CELITE's or Lessee's right to exercise such right or to demand strict compliance with any term, condition or covenant under this Agreement.
SECTION 16: CAPTIONS
All captions, headings, paragraph and subparagraph numbers and letters are solely for reference purposes and shall not be deemed to be supplementing, limiting, or otherwise varying the text of this Agreement.
SECTION 17: ENTIRE AGREEMENT
Time is of the essence of this Agreement. This Agreement constitutes the sole and entire agreement of the parties and is binding upon CELITE and Lessee, their heirs, successors, legal representatives and assigns.
IN WITNESS WHEREOF, each of CELITE and Lessee has caused this Agreement to be executed under seal by its duly authorized signatory as of the date first referenced above.