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1981-147-Approving A Lease Agreement Between The Town Of Los Gatos And Eureka Federal Savings And Loan AssociationRESOLUTION NO. 1981 -147 A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND EUREKA FEDERAL SAVINGS AND LOAN ASSOCIATION. BE IT RESOLVED, and it is hereby resolved by the Town Council of the Town of Los Gatos, that the Town of Los Gatos enter into that LEASE Agreement between the Town of Los Gatos and Eureka Federal Savings and Loan Association, a copy of which is attached hereto; and BE IT FURTHER RESOLVED that the Mayor is authorized and is hereby directed to execute said agreement in the name and in behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 15th day of June , 1981, by the following vote: AYES: COUNCIL MEMBERS Ruth Cannon, Thomas J. Ferrito, Marlyn J. Rasmussen, Brent N. Ventura and Peter W. Siemens NOES: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS None SIGNED: f AR, N LOOF LOS GATOS ATTEST: CLE THE TOWN OF LOS TOS I F O C F This LEASE is made by the TOWN OF LOS GATOS, a municipal corporation of the State of California, hereinafter called the "TOWN ", and EUREKA FEDERAL SAVINGS AND LOAN ASSOCIATION, hereinafter called the "LESSEE ". IT IS MUTUALLY AGREED AS FOLLOWS: T. The TOWN hereby leases to the LESSEE, and the LESSEE leases from the TOWN, on the terms and conditions herein set_ forth, those premises and appurtenances located northwest of Church and East gain Streets in the TOWN known as FORBES MILL, consisting of the two -story building located on Parcel C of tract 6700, Recorded November 16, 1979 in Book 454 of Maps at 1 -19. 2. Term: The term of this lease is ten (10) years commencing June 1, 1981, and terminating May 31, 1990. This lease may be terminated by either party upon six months' written notice to the other. 3. Rent: The total rent is One Dollar ($1.00) per year, payable annually in advance. 4. Use of Premises: The premises are leased to the LESSEE for the sole purpose of the LESSEE's operating a museum to be known as EUREKA FEDERAL MUSEUM AT FORBES MILL. The museum will be used to exhibit both local and state historical materials. Additionally, space in the facility may be utilized for research, office and meeting activities associated with the museum use. The LESSEE shall not use or permit the use of any part or all of the premises for any other purpose. As part of the consideration for this LEASE, the LESSEE shall maintain its museum exhibits for public view, open to the public without admission charge at least three hundred and fifty (350) days each year commencing no later than July I, 1981. The LESSEE shall have the right to prescribe reasonable rules and regulations concerning its operation and the admission of visitors. 5. Assignment of Lease: This LEASE shall not be assigned nor shall any parts or all of the premises be sublet without the prior written consent of the TOWN. Such consent to an assignment or subletting, or to any use or occupation by any person or entity other than the LESSEE shall not constitute a consent to any other prior or subsequent assignment, subletting, occupation or use. 6. Maintenance and Utilities: The LESSEE shall be solely responsible for the cost of and shall maintain the interior of the premises in good repair, free of trash and debris, and in a safe condition. The LESSEE shall pay the normal costs incurred at the premises for water, gas, electricity and rubbish removal. The TOWN shall be solely responsible for the cost of and shall maintain the exterior of the premises and the grounds of the premises in good repair, free of trash and debris, and in a safe condition. 7. Improvements, Exhibits and Trade Fixtures: The LESSEE will pay all costs associated with making physical alterations to the interior of FORBES MILL for the purpose of housing a museum on the premises. These alterations will include the items and activities enumerated in Attachment "A ". The LESSEE shall retain title, possession and control of all property which it stores or exhibits on the premises. Any improvements made, or trade fixtures installed on the premises by the LESSEE shall remain the property of the LESSEE if such improvements and trade fixtures can be removed upon termina- tion of this LEASE without leaving the premises in a damaged condition and the cost of repairing any damage caused by removal of such property, including signs, shall be paid by the LESSEE. The LESSEE agrees to surrender at the end of the term, or upon earlier termination of this LEASE the premises in the same condition as when received, reasonable use and wear and damage by fire (not caused by a wrongful act of the LESSEE), Act of God, or by elements, excepted. The LESSEE agrees to remove all of its signs from the premises. 8. Hold Harmless: The LESSEE shall defend, indemnify, and hold harm- less the TOWN, its officers, agents and employees from any and all losses, claims, damages or injuries to persons or property of any nature which may arise at any time out of negligence or deficiencies on the part of the LESSEE in the operation of its museum on the premises. The TOWN releases LESSEE and LESSEE releases the TOWN and their respective officers from any and all claims which are caused by or result from perils or events or happenings which are the subject of insurance carried by each party at the time of such loss. The TOWN and LESSEE agree that insurance carried by either of them against loss or damage by fire or other casualty covered by the standard form fire and insurance policy with extended coverage endorsement shall contain a clause whereby permission is granted to the insured to waive any right of recovery against the TOWN or LESSEE (as the case may be) or their officers or employees for any loss or damage (including consequential loss) resulting from any perils insured by such insurance. -2- 9. Insurance: The LESSEE will at all times carry a policy or policies of public liability insurance covering its activities and liability for bodily injuries or property damage on the premises in the amount of at least $1,000,000 combined limit per occurrence, with a deductible of no more than $2,500, naming the TOWN and its officers and employees as additional insureds, that any insurance carried by the additional insureds is excess, and waiving subrogation rights against the additional insureds. The LESSEE will give the TOWN proof of the required coverage by means of a certificate of insurance with a 30 -day notice of any form of termination (including expiration) clause, and containing a precis of the provisions required by this Part 8. The LESSEE will provide insurance for the contents of the building and will provide full security to its security division with security cameras and videotaping operating on the premises 24 hours a day. The TOWN, at its cost, shall maintain on the building and any improvements that are related to the building shell, a policy of standard fire and extended coverage insurance with vandalism and malicious mischief endorsements, to the extent of at least the actual replacement value. 10. Scope of Lease: This LEASE is the entire agreement between the parties, and it may not be modified except by a written agreement signed by the party against whom the modification is sought to be enforced. The covenants and conditions in this LEASE shall bind the successors in interest of each of the parties. EUREKA FEDERAL SAVINGS and Loan Association of San Francisco By: Date: S /{ APPROVED AS TO FORM: Walter V. Hays, Ton At o ey -3- TOWN OF LOS GATOS By: Date: ATTEST: Clerk f the Town of Los Ga ATTACHMENT "A" A mezzanine area to be used for research purposes. - A storage /workroom to the rear of the mezzanine for the storage and preparation of materials and for a small office area. - All heavy support timbers will be treated to be represen- tative of their original condition. - Lower wall areas will be finished with a tack surface to receive photographic displays. - Upper wall and ceiling areas will be finished to compliment the overall design. - Numerous lockable display cases will be located throughout the main floor.