1999-110-Execute Lease And Grant Agreements Between The Town And The Los Gatos Museum AssociationRESOLUTION 1999 -110
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF .LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
LEASE AND GRANT AGREEMENTS BETWEEN THE TOWI~T OF LOS GATOS
AND THE LOS GATOS MiJSEiJM ASSOCIATION
WHEREAS, the Los Gatos Museum Association has and does operate community museums
at 4 Tait Avenue and 75 Church Street, Los Gatos, California, properties that are owned and
currently maintained by TOWN ("Premises°'); and,
WHEREAS, Town has in prior years .granted funds to the Los Gatos Museum Association
for operation of community museums at said Premises; and,
WHEREAS, Town and I,os Gatos Museum Association desire to enter into a long term lease
governing the use of the Premises, and a long term community grant agreement that, .subject to
annual appropriations by the Los Gatos Town Council, would grant funds to Los Gatos Museum
Association for the annual physical maintenance and improvements of the Premises, including
janitorial service .and maintenance, repair,. replacement and alteration ofthe structure and fixtures.
NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town ofLos
Gatos does hereby authorize the Town Manager to execute lease and grant agreements with the Los
Gatos Museum Association (attached).
PASSEL) ANI) :ESDOPTED at a regular meeting of the Town Council of the Town of Los
Gatos held on the 19th day of July, 1999 by the following vote:
COUNCIL MEMBERS.:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Joe Pirzynsi,
Mayor Jan Hutchins
NAYS: None
ABSENT: None
.ABSTAIN: None
SIGNED:
MAYOTHE TOWN OF LOS GATOS
.LOS GATOS, CALIFORNIA
ATTEST;
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CLERI~;OF ~'HE TO~iUN OF LOS GAT
LOS GA'fOS, CALIFORI~iIA
nF"~TCE nF THE T(>WN CLE .
~" EXHIBIT B ~~ AG
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COMMUNITY GRANT AGREEMENT BY AND BETWEF~""~
THE TOWN'OF LOS GATOS AND Zj; -~---
THE LOS GATOS MUSEUM .ASSOCIATION ~C~-~~~`~~...-~~
THIS AGREEMENT, entered into this day of , 1999, by and between the
TOWN OF LOS GATOS, a municipal corporation, {"TOWN"), and the LOS GATOS
MUSEUM ASSOCIATION, a=nonprofit association ("LGMA").
RECITALS
A. LGMA has and does operate community museums at 4 Tait Avenue and 75 Church
Street, Los Gatos, California, properties that are owned and maintained by TOWN
("Premises").
B. TOWN has in prior years granted funds to LGMA for the operation of community
museums at the :Premises.
C. The parties desire to enter :into a long term lease governing the use of the Premises,. and a
long term community grant agreement that, subject to annual appropriations by the Los
Gatos Town Council,. would .grant .funds to LGMA for the annual physical maintenance
and improvement of the Premises, including. janitorial service and maintenance, repair,
replacement and alteration of the structure and fixtures.
D. LGMA represents and warrants the truth of all statements contained in "Assurances"
attached as Exhibit A and incorporated :herein by this .reference.
NOW THEREFORE, THE.PARTIES AGREE, as follows:
i. PROGRAM
Museum services to be provided by LGMA are attached as Exhibit B and are hereinafter
referred to as the "Program". LGMA covenants that it shall use all funds granted
pursuant to this Agreement for purposes directly related to the Program and consistent
with LGMA's non profit purposes..
IL. TERM OF AGREEMENT. This Agreement shall remain in force for a period of Ten
(10) years from the date of its execution, subject to the Town's right not to budget funds
to LGMA and the parties' right to terminate pursuant to Section XII of this. Agreement.
III. RULES AND REGULATIONS, LGMA warrants that it has read and understands the
TOWN's Rules and Regulations Governing Community Grants ("Rules and
Regulations"), attached as Exhibit C and incorporated herein by this reference, and.agrees
that it shall be bound by those Rules and Regulations in its performance under this
Agreement. In case of any conflict between the terms of this Agreement and the Rules
and Regulations, the terms of this Agreement shall take precedence.
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IV
V.
PROGRAlV1 COORDINATION
A. TOWN: The Director of Community Services or his/her .designee, shall be the
Program Manager and .shall render overall supervision of the progress and
performance of this Agreement by TOWN. All services agreed to be performed
by TO WN shall be under the. overall direction of the :Program Manager.
B. LGMA: LGMA shall assign a single Program Director who shall have overall
responsibility for the progress and execution of this Agreement. Should
circumstances or conditions subsequent to the execution of this .Agreement require
a substitute Program Director, LGMA shall notify TOWN immediately of such
occurrence in writing. Program Director and LGMA staff will fully .cooperate
with TOWN'S Program Manager relating to the Program, areas of concern, and
the impact of Program on residents of TOWN.
C. NOTICES: All. notices or other correspondence required or contemplated by this
Agreement shall be sent to the parties at the following addresses:
TOWN:
Community Services Director
Town of Los Gatos
P.O. Box 949
Los Gatos, CA 95031
OBLIGATIONS OF TOWN
LGMA:
President, Los Gatos Museum Association
75 Church Street
Los Gatos, CA. 95030
A. Contract Compliance:
TOWN staff shall provide assistance to LGMA in connection with; '
B.
1. Obtaining conformity of the PROGRAM with the TOWN'S policies and
procedures and all TOWN codes, ordinances, directives and laws.
2. Performance xeview under the Agreement for compliance purposes.
Method of PaGyment:
Subject to the limitations contained in this Agreement, TOWN shall .grant
to LGMA a fixed dollar amount each fiscal year during the term of this
Agreement, which amount shall .not exceed TWELVE THOUSAND
FOUR HUNDRED THIRTY DOLLARS ($12,430) in .any fiscal year.
These grant funds shall be used to offset costs of janitorial services,
telephone, water sewer, gas heat, :electricity, garbage disposal,~trash
disposal, and all other :utility and service costs that shall be used on the
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Premises. Payment shall be made quarterly in October, January, April,
and .July for the ;previous ninety (90) days.
2. It is anticipated that during the first quarter of the first yeaz of the
Agreement the Town will incur costs for the above services as
responsibility for the services is transferred from the Town to the
Association. Any costs for these services incurred by the Town during the
transition will be deducted from the Town's second quarterly payment,
during the first year of this Agreement, to the Association,
3. In addition to the .grant amount specified above in this Agreement, LGMA
may receive grant funds to reimburse-costs for physical improvements to
the Premises. made in any .fiscal year during the term of this Agreement.
Those amounts shall be determined as follows: LGMA shall ubmit to
TOWN by no later than Mazch 1 of each year of this Agreement a list of
improvements LGMA intends to undertake during the following fiscal
yeaz. For .each proposed improvement, LGMA shall obtain a minimum of
three (3) bids. For any improvement defined as a "public work" pursuant
to California Labor Code §.1720, contractor bids shall be based on
prevailing wages. The amount of the grant for the following :fiscal year
shall be determined by reference to the lowest responsible bid. TOWN
shall :make all grant payments for improvements on a reimbursement basis
only, and only .following receipt of a detailed invoice showing each cost
item for which reimbursement is .sought. Copies of invoices for services
and equipment obtained from third parties, for which reimbursement is
sought, shall also be attached to .any invoice submitted to TOWN. TOWN
shall pay all undisputed amounts net 30 days.
4. TOWN may, at any time and in its absolute discretion, elect to suspend or
terminate payment to LGMA, in whole or in part; under this Agreement or
not to make any particulaz payment under this Agreement in the event. of
LGMA's unsatisfactory performance or :noncompliance with this
Agreement.
VI. .DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
TOWN and LGMA agree to maintain the confidentiality of any :information regazding
applicants for services offered by the Program pursuant to this Agreement or their
immediate families which may be obtained through application forms, :interviews, tests,
or reports, from public agencies or counselors, or any other source. Without the written
permission of the. applicant or court order, such information shall be divulged only as
necessary for purposes related. to the performance or evaluation of the services~and work
to be provided pursuant to this Agreement to designated persons .having responsibilities
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under the contract, including those furnishing services under the Program through
subcontracts.
VII. ASSIGNABILITY AND INDEPENDENT LGMA REOUTREMENTS
A. The relationship of LGMA to TOWN is that of an .independent LGMA. LGMA is
.responsible .for the results of its PROGRAM and compliance. with the terms of
this Agreement: LGMA has full ;rights to manage its employees .subject to the
requirements of the law. All persons employed by LGMA. in connection with this
Agreement shall be .employees of'LGMA and not employees of TOWN in any
respect. LGMA shall be responsible for all employee'benefits, including, but .not
limited to, statutory workers' compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or
subcontracted to third parties without prior written TOWN :approval.
C. No subcontractor of LGMA will be recognized by TOWN as such. All
subcontractors are deemed to be employees of LGMA, and LGMA agrees to be
responsible for their :performance and any liabilities attached to their actions or
omissions.
D. This Agreement is based on the unique services of LGMA. This Agreement shall
:not be assigned or transferred without the written consent of the TOWN. No
changes or variations of any kind .are authorized without the written consent of the
Town Manager.
VIII, COMPLIANCE WITH LAW
LGMA shall become familiar and comply with .and. cause all its subLGMAs and
employees, if any, to become familiar and comply with all applicable federal, state and
local .laws, ordinances, codes, regulations, and decrees including, but not limited to, those
federal rules and regulations outlined in Exhibit A, "Assurances." Failure of LGMA to,
in any manner, observe and .:adhere to law as described .herein or as amended shall in no
way .relieve LGMA of its responsibility to adhere to .same, and LGMA .herein
acknowledges this responsibility.
IX. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this Agreement shall be requested in writing
by the party desiring such revision, and .any such adjustment to this .Agreement shall be
determined and effective only upon the mutual agreement of the parties hereto unless the
amendments are made by the. TOWN as corrective actions under the Rules and
Regulations, in which case they will be adopted as ordered.
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X. LEGAL MATTERS
A. Irate ation
This document and the Rules and Regulations .represents the entire and integrated
Agreement. between the TOWN and the LGMA, and supersedes all prior
negotiations, representations, and agreements, either written or oral.
B. Binding _
The terms of this Agreement shall bind, and inure to the benefit of, the parties,
their heirs, successors, and assigns.
XI. HOLD HARMLESS
A. LGMA hereby releases and agrees to protect, defend, hold harmless, and
.indemnify TOWN, its Town Council,. its officers, employees and elected officials,
board:and commissions, from and against all claims, injury, liability, loss, costs
.and expense, or damage, however same may be caused, including all costs and
reasonable attorney's fees in providing the defense to :any claim arising therefrom,
for any loss or damage to property (real and/or personal) and for personal injury to
or death of any .person or persons arising out of, occurring by reason of, or in any
way connected with LGMA's Project activities, or in consequence thereof.
B. LGMA shall hold TOWN, its Town Council, officers, employees and boards and
commissions harmless from LGMA's failure(s) to comply with any requirement
imposed on Project by virtue of the utilization of.Federal funds. LGMA shall
reimburse TOWN for any disallowed costs and/or penalties imposed on a TOWN
because of LGMA's failure to comply with Federal regulations. or requirements.
XII. WHEN .RIGHTS AND REMEDIES WAIVED
In no event shall any payment by TOWN or any acceptance of payment by LGMA
hereunder constitute or be construed to be a waiver by TOWN or LGMA of any breach or
covenants or conditions of this Agreement or any default which may then :exist on the
part. of TOWN or LGMA, and the .making of .any such payment while any .such breach or
default shall exist shall in no way mpair'or prejudice any right or.remedy available to
TOWN or LGMA with respect to such breach or default.
XIII. TERMINATION
A. Termination for Cause
Unearned ;payments under this Agreement .may be suspended or terminated at any
time before the date of completion by TOWN if:
1: LGMA fails to comply with conditions of the Agreement.
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2. LGMA refuses to accept any additional conditions that maybe imposed by
the TOWN. '
3, TOWN Council determines the TOWN can no longer fund the monies for
the Agreement.
B. Termination for Convenience
TOWN or LGMA may terminate this Agreement in whole or in part. when both
parties agree that the continuation of the .PROJECT would not produce beneficial
results commensurate with the further expenditure of :funds. The two parties shall
agree upon the termination conditions, :including the effective date and, in the case
of partial termination,. the portion to be terminated.
C. Upon Suspension or Termination. LGMA shall:
1. Nat incur new obligations and shall cancel as many outstanding
obligations as ,possible.
2, Be paid only for services actually rendered to TOWN to the date of such
suspension or termination; :provided, however, if this agreement is
suspended or terminated for fault of LGMA, TOWN shall be obligated to
compensate LGMA only for that portion of LGMA's services which are of
benefit to TOWN.
3. Turn over to TOWN immediately any.and all copies of studies, reports and
other data, prepazed by LGMA or its subLGMAs, whether or not
completed, if any, in connection with this Agreement; such materials shall
become property of TOWN. LGMA, .however, shall not be liable for
TOWN's use of incomplete:materials or for TOWN's use of complete
documents if used for other than the services contemplated by this
Agreement. ,
TOWN is not liable for any LGMA expenses incurred after the termination or closing
date of the Agreement.
XIV. MISCELLANEOUS PROVISIONS
A. .Captions
The captions of the various sections; pazagraphs, and subparagraphs of the
Agreement aze for convenience only and shall not be considered nor referred to
for resolving questions of the interpretation.
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B. No Third PartY,BeneficiarX
This Agreement shall not be• construed or deemed to be an agreement for the
benefit of any third party or parties, and no third party shall have any claim or
right of action hereunder for any .cause whatsoever.
C. Severablity Clause
In case any one or more of the provisions contained herein shall, for any reason,
be held invalid,=llegal, or unenforceable in any respect, it shall not affect the
validity of the .other provisions which shall remain in full force and effect.
D. No Pledging of TOWN's Credit
Under no circumstances shall LGMA have the .authority or power to pledge the
credit of TOWN, or incur any obligation in the name ofTOWN. LGMA shall
save and hold harmless TOWN, its Town council, .its officers, employees and
boards and commissions from expenses arising out of this Agreement.
E. Disputes
In any dispute over any aspect of this Agreement, the prevailing party shall !be
entitled to reasonable attorney's fees, as well as reasonable costs, but not to exceed
$5.,000.
F. Nondiscrimination
1. Neither the LGMA nor any of its subLGMAs shall :discriminate in the
employment of persons because of their race, color, national origin, sex,
.age, ancestry, sexual orientation, religion, physical or mental disability, or
marital status, unless based upon a bona fide qualif cation under the
California Fair Employment and Housing Act.
2. Neither the LGMA nor any of its subLGMAs shall discriminate in the
,provision of any services or programs because of race, color, national
origin, sex, age, ancestry, sexual orientation, religion, :physical or mental
disability, or marital status,. unless based upon a bona fide qualification
under the California Fair Employment and Housing Act.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first herein above set forth.
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'Town of Los Gatos:
David W. Knapp, Town Manager
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California '
Marian Cosgrove, Town Clerk
Approved as to Form:
Orry P. Korb, Town Attorney
Los Gatos Museum Association:
Laura Bajuk, E ecu v Director
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EXHIBIT A
ASSURANCES
The LGMA assures and certifies to the TOWN that:
1. It possesses .legal authority to apply for the grant; that a resolution, motion or imilar
action has been duly adopted or passed as an official act of the LGMA's governing body,
authorizing the filing of the application, including all understandings and :assurances
contained herein, and directing. and authorizing the person identified as the official
representatives of the LGMA to act in connection with the application and to provide
such additional information as may be required,
2. It will comply with Title VI. ofthe Civil Rights Act of 1964 {42 USC 2000[a])
prohibiting employment discrimination where (1) the primary purpose of a grant is to
provide employment. or (2) discriminatory employment practices will result. in unequal
treatment of persons who are or should be benefittng .from the .grant .aided activity.
3. Not excluded from participation in, deny the benefits of, or subject to discrimination
under any PROGRAM or activity, any person in the United States on the grounds of race,
color, national origin, sex, age,, religion or handicap status in accordance with the .Age
Discrimination Act of 1975, .Section 504 of the Rehabilitation Act of 1973, Civil Rights
.Act of 1964 or Title VII. of the .Act of 1968.
4. It will .comply with the provisions of the Hatch Political Activity Act 5 USC 1501 et seq.
which limit the political activity of employees.
5. It will establish safeguards to prohibit employees of LGMA or Federal, State or local
governments from using their positions for a purpose that is or .gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business, or other ties.
6. Comply with the applicable provisions of the .Political Reform Act of 1974 relating to
conflicts of interest. (codified in California Government Code .Section 87100, et seq.) .and
promptly advise TOWN of the facts and circumstances concerning any disclosure made
to it or any information obtained by it relating to conflicts of interest.
7. It will comply with .Section 504 of the Rehabilitation Act of 1973, as amended (29 USC
794).
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Mission Statement:
EXHIBIT B
The Los Gatos Museum Association is dedicated to .enhancing community life through the
preservation, .exhibition, and interpretation of our regional and natural histories and in increasing
community appreciation of the fine arts.
In accordance with the above-Mission, the Los Gatos Museum Association will
provide to Los Gatos Residents the following services each fiscal year; at a minimum.
1. Exhibitions and Programs:
:ART
HISTORY
NATURAL HISTORY
SPECIAL PROGRAMS
6-9 curated from the work of known and emerging artists.
4 Regional History exhibits
1 Natural History exhibit
Examples include the Holiday Music Program and the
Annual House Tour
2. Volunteer Opportunities: LGMA provides opportunities for area residents to serve their
community while gaining invaluable exposure to art, history and culture.
LGMA&NH 30 Docent positions
Forbes Mill 20 .Docent positions
Fundraising Events ,120 positions
Programming 8 positions
3. Membership:. LGMA is a non profit, ,public benefit corporation and' is open to all
individuals and entities.
Members served .250
4. Hours of Operation: LGMA provides the hours of operation and production of programs
through. the efforts of Museum volunteers.
Annually 1040 hours
5. Grants to be submitted: To broaden the income base, LGMA will submit requests: to
fenders for support of operating expenses and special programs:
Annually 4 .grants or proposals.
6. Visitors
Annually 7000 visitors
7. Information and Referral: LGMA maintains archives and records of area history and
makes them available to researcher's either individually or with the assistance of a local
historian.
8. PublicitylPress Releases: Information about the Museum and its programs are sent to
area newspapers, magazines and broadcasting media.
EXHIBIT C
RULES AND .REGULATIONS GOVERNING
COMMUNITY GRANTS
L PURPOSES AND APPLICATION. The following rules and.regulations shall apply to all community
grants made by the Town of Los Gatos .and shall be incorporated by reference into the Community Grant
Agreements between the Townand the recipient organizations. These Rules and Regulations are intended
to provide a consistent system of evaluating the use of Town funds to .deliver servicesand to ensure that the .
organizations receiving those funds know what is expected of them and are accountable for the funds and
the services.
II. DEFINITIONS.
A. Contractor. As used in :these Rules and Regulations, "Contractor",means the recipient of the
Town community .grant that is to deliver services under the terms ofthe grant.
B. Program. As used in these Rules and Regulations, "Program" means the services o be provided ,
by the Contractor as designated in the terms of the grant.
C. Program Manager. As used in these Rules and Regulations, "Program Manager" means the
person designated by the Town to be the principal liaison between the Town and the Contractor
regarding the Program.
III. ORGANIZATION AND CONDUCT OF CONTRACTOR.
A. Contractor's Board of:Directors shall include representationfrom the broadest possible cross
section of the community including: those with expertise and interest,in the Contractor's ervices,
representatives from community organizations interested in the Contractor's services, and users of
the Contractor's services.
B. No member ofthe Board of Directors or the Director's family may be apaid employee, agent, or
subcontractor of Contractor.
C. Meetings of Contractor's Board of Directors, except meetings, or,portions thereof, dealing with
personnel or litigation matters, shall be open to the .public.
D. Contractor shall keep minutes, approved by the Board of Directors, of all regular and special
meetings.
E. Contractor shall encourage public participation in planning :and implementing services under the
grant agreement with the Town.
IV. DOCUMENTS TO BE PROVIDED BY CONTRACTOR.
A. Within. l5 days of execution of the underlying,grant agreement with the Town, Contractor shall
deliver the following to the Program Manager:
1. The Articles of Incorporation under the laws of the State of California. a
2. Current Bylaws.
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3. Verification and documentation of Internal Revenue Service nonprofit status under Title
. 26, Section 501(c) of thtr Federal Code..
4. Names and addresses of current Board of Directors.
5. An organizational chart and staffing profile.
6. If the Contractor employs more. than fifteen { 15) employees, the personnel policies and
procedures including an Affirmative Action Plan.
7. A copy of any lease agreement by the Contractor then in effect.
Contractor shall report in writing any changes within five days ofhe effective date.
B. Within ten (IO) calendar days ofthe end of the last reporting period of the grant agreement,
Contractor shall:
1. File reports (on forms approved by Town) with the Program Manageron the type and
number of services .rendered to. beneficiaries through the operation of the .Program. Such
.reports shall .evaluate the manner in which the .program is achieving its objectives and
goals according to standazds established by Town during the immediately preceding-time
period.
2. Submit to the Program Manager (on the Town-approved form) Contractor's request-for
reimbursement and supporting documentation on a.quarterly basis according to the
Budget contained in the grant agreement (see Section IV, B, 1. below).
C. Prior to entering into any lease agreement, the Contractor shall submit the agreement for approval
by Town.
V. ,PROGRAM PERFORMANCE BY CONTRACTOR.
A. Contractor shall:
1. Provide services in accordance with the "Scope of Services" and the "Budget" defined in
the .:grant agreement.
2. Coordinate .its services with existing. organizations providing similar service in order to
foster community cooperation and to avoid unnecessary duplication'of services.
3. Seek .out and apply for other sources of revenue in support of its .operation or services
from county, state, federal and private sources and inform the Program Manager in its
quarterly report immediately following any such award.
4. Include an acknowledgment of Town funding and support on all appropriate publicity
and publications using words to the effect that "Services are provided with funds from
the Town of Los Gatos."
VI. FISCAL RESPONSIBILITIES OF CONTRACTOR. .
A. Contractor shall:
4
Appoint and submit the name of a fiscal agent who shall be responsible for the fmancial and
accounting activities ofthe Contractor, including the receipt and disbwsement of Contractor
funds.
2. Appoint a Treasurer from its Board, who shall .review and'by signatwe approve all
receipts, disbursements, and bank account balances no less than monthly.
3. Establish and maintain a system ofaccounts that shall be in conformance with generally
accepted principles of accounting for budgeted funds. This system of accounts shall be
subject to review and approval of Town.
4. Document all costs by .maintaining complete and accurate records of all fmancial
transactions, .including, but not limited to, contracts, invoices, time .cards, cash .receipts,
vouchers, canceled checks, bank statements and/or other official documentation
evidencing in proper detail the natwe and .propriety of all charges.
5. Submit financial analysis at least every year in accordance with the criteria and standards
contained in Exhibit A to these Rules and Regulations.
6. Repay any disallowed costs. Disallowed costs .may be identified through audits,.
monitoring, or other sources. Contractor shall be afforded the opportunity to respond to
any adverse findings which may lead to disallowed costs. The Town shall ..make the final
determination of disallowed costs, consistent with the principles contained in OMB
circular A-122, Cost Principles for Nonprofit Organizations.
7. Contractor shall,. at its sole cost and expense, obtain and maintain in full force and effect
throughout the term of the grant agreement with the Town, inswance as set :forth in
Exhibit B.
8. Town shall make the final determination of validity of costs included in request .for
reimbwsement and shall have the right to reject and deduct from the amount requested
for reimbursement any costs the Town determines are not valid.
VL PRESERVATION OF RECORDS.
A. Contractor shall preserve and make .available its records:
l . Until the expiration of three years .from the date of the submission of the final
expenditure report or, for grants that are renewed annually, from .the date of the
submission of the annual fmancial status report; or
2. :For such longer period, if any, as is required by applicable law.; or
3. If the grant agreement is completely or partially terminated, the records relating to the
work terminated shall be .preserved and made available for a period of three' years from
the date ofany resulting final settlement.
VII. EXAMINATION OF RECORDS:.FACILITIES. At any time during normal business hours and as often as
may be deemed necessary, Contractor agrees that Town, .and/or any duly authorized representatives shall,
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until expiration. of (a) three years after final payment under the underlying grant agreement, or (b) such
longer period as may be prescribed, have access to and the right to examine its plants, offices and :facilities
engaged in performance of the grant agreement and all :its records with respect to all matters covered by the
.grant agreement, excepting those falling within the attorney-client privilege, and those falling within the
attorney work-.product privilege; provided that in the event of a dispute regarding the applicability of the
attorney work-product privilege to specific records, the parties agree to submit the dispute to an impartial
arbitrator agreeable to .both ..parties. Agreement to the arbitrator shall .not. be withheld unreasonably. Costs
of such arbitration shall be divided equally between the parties.
Contractor also agrees that the Town, or any duly authorized representatives, have the right to audit,
examine and make excerpts or transcripts of and from, such records, and to .make audits of all contracts and
subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other
data relating to matters affecting the Program.
VIII. TOWN AUDITS. The Town may require an independent audit. Such audits may cover program
compliance as well as fiscal matters. Contractor will be notified in advance that an :audit will be conducted,
and the Contractor shall fully cooperate with the auditors. Contractor will be afforded an opportunity to
respond to .any audit findings, and have the responses included in the final audit report. Cost of such audits
will be borne by the Town.
IX. PURCHASING.
A. Title to Personal property: Title #o any .personal property used in :performance of the services and
work specified in the .grant agreement shall be as follows:
Personal property donated shall .become the property of Contractor or .person specified by
the donor; otherwise the same shall become property of Town except for property and
equipment described in subparagraph {2) below.
2. Personal property and equipment permanently affixed to buildings owned by Contractor
shall become property of Contractor:
3. All other personal property, supplies, and equipment purchased with funds pprovided
pursuant. to the grant agreement with the Town and not consumed shall become property
of Town and revert to Town upon. the termination of the grant agreement with the Town.
Town may elect at its sole option to decline to take title to all or any part of these items.
B. Non-expendable Property. Any hop-expendable property.purchased by Contractor with funds
approved by Town, with a purchase .price in excess of One Hundred Dollars ($100.00), must be
approved in writing by Town. Town shall retain title to said property. If the Program will be
continued beyond termination of the grant agreement with the Town, the Town, at its sole option,
.may vest title in Contractor.
C. Purchase of Real Property. None of the funds provided under the :grant agreement with the Town
shall be used for the purchase of real or non-expendable property with a purchase price in excess
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of One Thousand Dollars ($1;000:00), or for the purchase of an option on the purchase of real or
non-expendable property, unless the Town's Program Manager approves, in writing, such
purchase or optionao purchase priorto the time when Contractor enters into a contract forsuch
purchase or option to purchase. Any such purchase or option shall be processed through the
Town .Manager.
X. MONITORING AND EVALUATION OF'SERVICES
A. Evaluation of Program Performance. Evaluation of Program performance shall'be the mutual
responsibility of both Contractor and Town. Contractor shall furnish all data, statements, records,
information and reports necessary for Program .Manager to monitor, .review and evaluate
performance of Contractor with respect to the Program and its components. The results of .
Contractor's performance will be .recorded on aTown-approved monitoring and evaluation form.
Town shall have the .right to request the services of an outside agent to assist in' any such
evaluation. Such outside services shall. be paid for by Town.
B. Unsatisfactory Performance. Contractor shall'be considered to be performing in an unsatisfactory
manner if the Program Manager determines that the Contractor is providing client services below
an established minimum standard or level as stated in the "Scope of Services" established in the
grant agreement with the Town. A Contractor determined to be performing unsatisfactorily will
be notified and shall have the opportunity to provide any relevant information to the Program
Manager prior to any corrective action being taken by the Town.
C. Upon receipt by Town of any information that evidences a failure or deficiency by Contractor to
comply with any provision of these Rules and Regulations or the grant agreement, the Town may
require corrective action to enforce compliance with such provision. Corrective action, up to and
including termination ofthe grant agreement, may be taken if any of the following, as examples
only, occur:
1. If Contractor (with or without knowledge) has made any material ,misrepresentation of
any nature with respect to any information or data furnished to Town in connection with
the Program.
2. If there is,pending litigation with respect to the performance by Contractor of any of its
duties or obligations under the grant agreement that may materially jeopardize or
adversely affect the undertaking of or the carrying out of the Program.
3. If Contractor shall have taken any action pertaining to the Program which requires Town
approval without fast having obtained-such approval.
4. If Contractor is in default under any provision of the grant agreement.
5. If Contractor makes improperuse of grant funds.
6. If Contractor fails to comply with any of the terms and conditions of the grant agreement
or these Rules and Regulations as to constitute .material breach thereof.
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7. If Contractor submits to Town any reports that are incorrect or incomplete in any
material respect.
D. Corrective. Action. In reviewing whether performance ofthe Program has met the level or
standard established in the grant agreement, the Town shall have the night to require the presence
of Contractor or its representative at any hearing or meeting called for the purpose of considering
corrective action within seven (7) working days of receiving such notice: Contractor will .have an
opportunity to participate in corrective action deliberations, but the ultimate determination of
action to be taken shall be solely the Town's. Town shall forward to Contractor a set of specific
corrective .action recommendations relative to unsatisfactory Program ..performance and/or
noncompliance and a timetable for implementing the specified corrective action
recommendations; such timetable shall allow Contractor not less than seven (7) working days to
comply with the specified :corrective action recommendations. Following implementation ofthe
corrective actions, Contractor shall forward to Town, within ten (10) workingdaysany
.documentary evidence required by Town to verify that the corrective actions have been taken. In.
the event Contractor does not implement the corrective action recommendations in accordance.
with the corrective action timetable, Town may suspend payments hereunder and/or provide
.notice of intent to terminate this contract. However, should the Town determine that illegal
activity or misuse of Town funds.may have occurred, the Program Manager may immediately
suspend payments until the Program Manager is satisfied that no_illegal activity or misuse has
occurred or the processes for corrective action described above.have been resolved.
XL .PROGRAM INCOME.
A. Income from Disposition of Property.
1. If disposition .instructions from Town eequire sale of,property, Contractor must
compensate Town the amount computed by applying Town's percent of participation in
the cost ofthe Program to the proceeds from sale after deducting actual and reasonable
selling and fix-up expenses, if any, from the sale proceeds.
2. If Contractor is directed to transfer title of property to Town, Contractor shall be entitled
to compensation computed by applying the Town's percentage of participation in the cost
ofthe Program to the current fair market value ofthe .property.
B. Other Income, All other.Program income earned during the grant period shall be retained by the
Contractor and shall be added to funds committed to .Program by the Town and used to .further
eligible'Program activities and to,finance, upon Town's approval, the non-federal share of
Program or, deducted from the total :project costs for the purpose of determining the net costs on
which the Town's share of costs will be based.
XII. REALLOCATION OF FiJNDS. Town may reallocate the amount of underspending in the Program as a
whole, to another project. Town shall, before reallocation, give'Contractor ten {10) working days written
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notice of its intention to reallocate funds, together with a copy of Town's expenditure review for the
Program and.statements of its reasons for 'such reallocation. Town shall make its final determination with
respect to reallocation only after Contractor has been given an opportunity to present its views and
recommendations with respect to such contemplated reallocation. In no event, however, shall Town be
bound to accept Contractor's views or recommendations with respect to such contemplated reallocation.
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EXHIBIT A
FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS
A. Tunes of Financial Analyses
1. Contractor Internal -Revenue and Expenditures: A statement of revenue and expenditures only,
certified be the Contractor's Board of Directors.
2. Contractor;Internal -Financial Statements: A set of financial statements, prepared in conformity
with generally accepted accounting principles, and certified by the Contractor's Board of
Directors. (Includes balance sheet and statement of revenue and expenditures. A statement of
cash flow is desireable, but not required.)
3. Accountant's .Report: Compiled or reviewed statements, prepared by a certified public .accountant,
in conformity with generally accepted accounting principles. Footnote discloses may be omitted
at the discretion of the program manager.
4. Audit: Audited statements, prepared by a certified public accountant. Copies of all management
letters must also be provided.
B. Reauiremerits
1. The type offmancial analysis required of the Contractor will .depend on the amount of Town
funds allocated to the Contractor and the size of the Contractor's annual budget:
a. For a Contractor receiving $5,000 or less of Town Funds; a Contractor Internal -
Revenue and Expenditures.
'b. For a Contractor receiving over $5,000 in Town Funds, or a Contractor receiving over
$1A,000 in Town funds but with an annual budget of less than $100,000: a Contractor
Internal -Financial .Statements.
c. Fora Contractor receiving over $1-0,000 in Town funds and with an annual budget of
$100,000 or more, or a Contractor receiving over $20,000 in Town funds but with an
annual budget under $200,000: an Accountant's Report.
d. For a Contractor receiving. more than $30;000 in Town funds and with an annual budget
of more than $400,000: an Audit.
2. Ifthe Program Manager determines that a higher level offmancial analysis is necessary than
provided above, the Program Manager may require a higher level of analysis as a corrective .action
under the Rules and Regulations.
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EXI-IIBIT B
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract,. insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the Program by the
Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by
the Contractor.
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
I . Insurance services Office form number GL 0002 {Ed. i/73) covering Comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability; or Insurance Services Office Commercial General Liability
.coverage ("occurrence" form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed 1178) covering Automobile Liability, code 1
"any auto" and endorsement CA 0025.
3, Workers' Compensation insurance as required by the Labor Code of the State of California and
Employers Liability insurance.
B: MINIMUM LIMITS OF INSURANCE
Contractor shall maintain limits no .less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal
.injury and property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the .general aggregate limit shall apply separately to this
project/location or the general aggregate limit shah be twice the .required occurrence limit.
2. Automobile'Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by
the Labor Code of the State ofCalifornia and Employers Liability limits of $1,000,000 per
accident.
C. DEDUCTIBLES AND SELF-INSURED RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the Town. At the option of
the Town, either: the insurershall reduce or eliminate such deductibles or self-insuredretentions as
respects the Town its officers, officials, employees and volunteers; or the Contractor shall ,procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
D. OTHER INSURANCE PROVISIONS
The policies are to contain, or'be endorsed to contain, the following provisions:
1. 'General Liability and Automobile Liability Coverages
S:~I,GMA.3 -1-
a. The Town, its officers, officials, employees and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the Contractor,
products and completed operations of the Contractor, ;premises owned, occupied or used
by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor.
The coverage shall contain no special limitations on the scope of protection afforded to
the Town, its officers, officials, employees or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its
officers, officials, employees and volunteers. Any .insurance or self-.insurance maintained
by the Town, its officers, officials, employees or volunteers shall be excess of the
Contractor's insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town, its officers, officials, employees or volunteers.
d. The Contractor's insurance shall apply separately to each insured against whom claim is
:made or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the contractor for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall noY'be
suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty
(30 days' prior written notice by certified mail, return receipt requested, has been given to the
Town.
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than A:VII.
F. VERIFICATION OF COVERAGE
Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and
with original endorsements effecting coverage required by this clause. The certificates and endorsements
for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements are to be on forms provided by the Town. Where by statute, .the
Town's workers' compensation-related forms cannot'be used, equivalent forms approved by the Insurance
Commissioner are to be substituted. All certificates~and endorsements are to be received and approved by
the Town before work commences.. Tlie Town reserves the right to require complete, certified copies of all
required insurance policies, at any time.
G. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall
furnish separate certificates and endorsements .for each subcontractor. All .coverages for subcontractors shall be
subject to all of the requirements stated herein.
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EXHIBIT C
PAYMENTS TO CONTRACTOR
L GENERAL. TOWN agees to pay CONTRACTOR for the performance of the ervices, work, .and .duties,
subject to and performed in connection.with the Grant Agreement alum of money not to exceed the
amount set forth in the "Budget" attached to the Grant Ageement. These payments aze made on a
reimbursement basis for services actually performed by CONTRACTOR and for eligible costs actually
incurred andpaid by CONTRACTOR. pursuant to the-Grant Agreement according to the cost categories
described in this Exhibit. The statement or statements requesting payment shall be in a form :approved by
the'Town, .and the CONTRACTOR shall specify in detail the services performed by and the costs incurred
and paid by the CONTRACTOR during the month or quarter for which .payment is sought. In no event
shall the CONTRACTOR overrun the total. budget for any quarter without obtaining prior written approval
from the TOWN.
II. .TOWN REVIEW. Payment to the CONTRACTORshall be made upon receipt by TOWN of the.monthly
or quarterly reports required by the Grant Agreement and the Rules and Regulations, and any required
documentation, including but not limited to, paid invoices. The TOWN will determine whether payment
can be .made under the Grant Ageement and may rely upon the certification'by CONTRACTOR that the
,items appearing on the statement and its supporting data aze eligible items under the PROGRAM.
.However, no such determination shall constitute a waiver by the TOWN of its right to recover from
CONTRACTOR any monies ,paid on items that were not eligible to payment under the PROGRAM and the
Grant Ageement. The total amount of payments made to the CONTRACTOR shall be distributed as
shown in the "Budget" attached to the Grant Ageement. '
III. COST CATEGORIES.
A. Communications: Eligible costs for telephone, .telegaph, .postage, and other communication costs
that are :essential to the operation of the .PROGRAM.
B. Contractual .Services: Eligible payments for~contractual expert services of a professional,
scientific, or technical nature, as well as eligible payments made to contractors for performing
construction work or any other services that the PROGRAM does not have the capability of
,performing itself. Contracts or subcontracts in excess of One Hundred Dollars {$100) require
prior written approval of the Town.
C. Equipment: Eligible payments for the purchase of equipment, which is defined as tangible
property having a useful life of more than one (1) yeaz and a unit cost of Five Hundred Dollars
($500) or more. All equipment purchases require.prior Town approval.
D. Equipment RentaL• Eligible costs for rental of equipment defined as tangible property other than
land or buildings or building improvements.
E. Fringe Benefits: Eligible .payroll-related costs of health insurance, retirement fund~contributions,
FICA, and other payments made on behalf of a CONTRACTOR employee.
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F. Personnel: Eligible payments made to CONTRACTOR's employees for time actually worked for
all positions listed in .the "Scope bf Services" .attached to the Grant Agreement.
G. Printing & Advertising: Eligible costs that are essential to the operation of the PROGRAM and
for.printing and duplicating services; newspaper printing by contract; and newspaperadvertising.
H. Space Rental: Eligible costs for building space used in connection with the PROGRAM,
including rent, maintenance, and janitorial services when included in the lease, not including
fixtures, furniture, equipment, or utilities.
I. Supplies: Eligible costs for consumable commodities that have useful life of one (1) year or less,
or that. cost less than Five Hundred'Dollars ($500) and that are essential to the operation of the
PROGRAM..
Travel (Local): Allowable reimbursement to CONTRACTOR's employees for actual automobile
mileage, transportation, and other necessary and ordinary travel expenses while on official
.PROGRAM business vrithin the County of Santa Clara.
K. Travel .(Other): Allowable xeimbursement to CONTRACTOR'S employees for actual automobile
mileage,. transportation, and other necessary and ordinary travel expenses while on official
PROGRAM business outside the County of Santa Clara. Any out-of--State travel must be
approved'by TOWNprior to any such travel All conferences, seminars, and similarmeetings for
which the cost is One Hundred Dollars ($1D0) or more per person require..prior TOWN approval.
L. Utilities: Eligible costs incurred for water, gas, electric, garbage and trash collection, and similar
expenses.
M. Miscellaneous:.Eligible costs and payments for any item not in other cost categories.- Any
expenditure under this category for an item costing more than One Hundred Dollars ($100)
.requires prior approval of the TOWN.
IV. TRANSFER OF PROGRAM FUNDS. On a quarterly basis, TOWN will review CONTRACTOR'S
quarterly expendit~ires, if any, for services ..performed and costs incurred by CONTRACTOR. If the review
reveals that the budgeted expenditures for the PROGRAM in any quarter as a whole or by any cost
category are below the amount allocated underthe Grant Agreement, the TOWNmay transfer the amount
of that underspending into another cost category of the PROGRAM. Before making such a transfer, the
TOWN shall follow the same process provided in the Rules and Regulations for a reallocation of funds. If
the expenditures in any quarter by the CONTRACTOR exceed the .amount allocated to the .PROGRAM or
any cost category, the TOWN may .terminate non-salary expenditures for the PROGRAM until the
expenditures .are brought into conformance with the Grant Agreement. At the request of the
CONTRACTOR, the PROGRAM MANAGER may approve transfer of funds from one cost category to
another cost category if: 1) there is no increase in the total amount specified in the Grant. Agreement, and
2) the goals and objectives set forth in the "Scope of Services" of the Grant Agreement will not'be
negatively affected. Any such approval shall be in writing before. being effective.
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~~-•
9~. ~ ~o .
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Name Town Clerk
Towaof Los Gatos
StreedAddress P.O. Box 949
& State Los Gatos, California 95031
SPACE ABOVE THIS LINE FOR RECORDER'S USE
.LEASE AGREEMENT BETWEEN THE TOWN OF LOS GATOS
AND THE LOS GATOS MUSEUM ASSOCIATION
4 TAIT AVENIT AND 75 CHURCH STREET,
LOS GATOS, CALIFORNIA,
- This Lease Agreement, made and entered into this day of , 1.999,, by
and between the TOWN OF LOS GATOS, a municipal corporation of the State pf California,
(hereinafter referred to as "TOWN"), and LOS GATOS MUSEUM ASSOCIATION, anon-profit
public benefit corporation (hereinafter referred to as "LGMA").
For valuable consideration, including the mutual promises made herein, the parties agree
as follows:
Section 1. Premises.
TOWN .leases to .LGMA :and LGMA leases from TOWN real :property and improvements
including parking lot and landscaping located thereon commonly known as 4 Tait Avenue and 75
Church .Street, and more .specifically described in Exhibit "A" incorporated by reference herein
"Premises").
Section 2. Term.
'The term of this Lease is ten (10) years commencing on July 1, 1999, and ending on June
30, 2009, subject to early termination pursuant to paragraph 19 of this Lease Agreement.
Section 3. Rent.
The rent shall be One Dollar {$1.00) ("Rent") per year, payable in advance to TOWN, on
or before the first day of the Term, and on each anniversary date thereafter. Payment shall be
made at the address of TOWN stated in this Lease,. or at .another location or in any other manner
TOWN may designate.
Section 4. Use.
The Premises are to be used solely .for the operation of a community museum consistent
with LGMA's nonprofit public benefit purpose and with the terms and conditions of the Grant
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Page 1 of 8
Agreement between TOWN and LGMA, approved and executed simultaneously with this Lease,
a copy of which is attached at Exhibit "B"'.and incorporated by this reference. This use shall
include occasional events that benefit the community museum and the maintenance of storage
and office .space that also benefit the community museum. No part of the Premises shall be used
for:any different purpose than that expressly allowed in this Lease. LGMA shall not do or permit
.any act to be done that will increase the existing rate or .cause .cancellation of insurance on the
,Premises. LGMA shall comply with all statutes, ordinances, regulations, and other requirements
of all .,governmental entities that pertain to the occupancy or use of the Premises, and with all
rules and regulations that aze adopted by TOWN .for the safety, Gaze, and cleanliness of the
Premises and the preservation of good order on the Premises. These rules and regulations aze
expressly made a part of this Lease Agreement.
Section 5. Alterations.
TOWN and LGMA agree that alterations, .improvements, repairs and replacements
(including but not limited to roof replacement) may be completed at the expense of LGMA. Any
alteration to the Premises without the prior written consent of TOWN, hall be a breach of this
.Lease and, at the option of TOWN, shall cause atermination of this Lease. Except for the right
to seek reimbursement pursuant to a separate grant agreement between the parties, all alterations
shall be made at LGMA's sole cost and expense, including the cost of necessary permits, licenses
and fees.
Section 6. Utilities.
During the Term, LGMA shall pay, before delinquency, all charges or assessments for
telephone, water, sewer, .gas, heat, electricity, .garbage disposal, trash disposal, .and all other
utilities and services of any kind that may be used on the Premises. LGII~IA may seek.
.reimbursement for such costs pursuant to a sepazate grant agreement between the parties.
Section 7. Possessory Interest Tazes.
LGMA .acknowledges that any lease of government owned property may create a
possessory interest subject to property taxes.and that LGIVIA shall be responsible for the payment
of such taxes if assessed. LGMA further acknowledges that. this provision satisfies the notice
requirements of section 107.6 of the California Revenue and Taxation Code.
Section 8. Insurance.
(a) LGMA shall pay for and maintain insurance throughout the Term with areputable
insurance company, insurance against claims_for injuries to persons or damages to
property which may arise from or in connection with LGMA's operations and use
of the Premises. , The minimum limits ~of insurance shall be no less than One
Million Dollars {$1,000,000) combined single limit per occurrence .for bodily
.injury, personal injury and property damage.
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Page 2 of 8
(b) LGMA's insurance coverage shall be primary .insurance as with respect to the
TOWN, its officers, officials, and employees. Any insurance or self insurance
maintained by the TOWN, its officers, officials or employees shall be excess of
the LGMA's insurance and shall not contribute to it.
(c) LGMA shall also procure and maintain with a reputable insurance company,
Workers Compensation coverage. pursuant. to the California Labor Code;
(d) LGMA shall furnish the TOWN with certificates of insurance and with original
endorsements effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by
the insurer to bind coverage on its behalf.
(e) Each insurance policy required by this .section shall be endorsed to .state that
coverage shall not be suspended, voided, .canceled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return•receipt requested has been given by the LGMA.
(f) TOWN and LGMA each waive the rights of subrogation that may arise .against
the other because of any act covered by insurance.
Section 9. Indemnity.
LG'MA agrees to indemnify, hold. harmless, and defend 'I'O~WN, its elected officials,
officers, employees, and board and commission members, from all claims and liability of every
kind, including court costs and .reasonable .attorney fees, including fees incurred in any appeal,
arising in any way from any occurrence on the Premises, or related to use or occupancy of the
Premises.
Section 10. Default.
.Each of the following shall be an Event of Default. under this Lease:
(a) If LGMA fails to make any payment required by the provisions of the .Lease when
due;
(b) If LGMA fails within thirty (30) days after written notice to correct any breach or
default of the other covenants, terms, or conditions of this Lease.
(c) If LGMA vacates, abandons, or surrenders the Premises prior to the end of the
Term; and
(d) If all or substantially .all of LGMA's assets are placed in the hands of a .receiver or
trustee, and that receivership or trusteeship continues for a period of thirty (30)
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days, or if LGMA makes an assignment for the benefit of creditors or is
adjudicated a bankrupt, or if LGMA institutes any proceedings under any state or
federal bankruptcy act by which LGMA seeks to be adjudicated a bankrupt or
seeks to be discharged of debts, or if any voluntary proceeding is filed against
LGMA under any bankruptcy laws, and LGMA consents or acquiesces by
pleading or default.
.Section 11. Remedies.
Upon the occurrence of an Event of Default under this Lease by LGMA, TOWN is
entitled at TOWN's option to the following:
(a) to reenter and take exclusive possession of the Premises;
(b) to collect immediately the present value of the unpaid rent reserved for the entire
term, or to collect each installment of rent as it becomes due;
(c) to continue this Lease in force or to terminate it at any time;
(d) to relet the Premises for any period on LGMA' account and at LGMA's expense,
including real estate commissions actually paid, .and to apply the proceeds
.received during the balance of Term to LGMA's continuing obligations under this
Lease;
(e) to take custody of all LGMA personal property on the Premises and to dispose of
the personal property and to apply the proceeds from any sale of that property to
LGMA's obligations under this.Lease;
(f) to restore the Premises to the same condition as received by LGMA, or to alter the
Premises to make them suitable for reletting, all at LGMA's expense; and
(g) to enforce by suit or otherwise all obligations of LGMA under this Lease and to
recover from LGMA. all remedies now or later allowed by law.
Section 12. Janitorial Services.
LGMA shall be responsible for janitorial service within the premises, including payment
for the j anitoral service.
Section 13. Maintenance and Repairs.
LGMA acknowledges that the Premises are in .good and safe condition and .agrees to
maintain the Premises in .good and safe condition,. including all .interior surfaces of walls,
windows, plate glass, doors, and'ceilings, all fixtures or equipment installed by LGMA, parking
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areas and landscaping. LGMA promises to surrender the Premises at termination of this Lease in
the same condition as received, except for normal wear and tear and except for changes
authorized by TOWN. LGMA agrees to make no repairs at the expense of TOWN.
Section 14. Severability.
The validity of any portion of this Lease shall not affect the remainder,. andany invalid
portion shall be deemed rewritten to make it valid so as to carry out as near as possible the
expressed intention ofthe parties.
Section 15. Assignment or:Subletting.
Any .assignment or subletting of any portion of the Premises, whether by operation of law
or otherwise, without prior written consent of TOWN is void and shall be a breach of this Lease,
and at the option of TOWN, shall terminate this Lease.
Section 16. Entry.
TOWN reserves the right to enter the Premises at reasonable times to carry out any
building management or business purpose in or about the building, without any abatement of
rent.
Section 17. Holding Over.
This Lease shall terminate without further notice at the expiration of the Term. Any
holding over shall not constitute a renewal or extension.
Section 18. Destruction and Condemnation.
Damage to or destruction of any portion of any structure on the Premises by any cause
shall not terminate this Lease or entitle the LGMA to surrender the Premises or otherwise affect
the respective obligations of the two parties, any present or future law to the contrary
notwithstanding, except pursuant to the provisions of this Paragraph 18.
(a) In the event the Premises .are damaged by fire or other perils covered by extended
coverage .insurance, TOWN agrees to forthwith repair same provided the extent of
the destruction be ess than twenty-:five (25%) percent ofthe then full .replacement
cost of the Premises. In the event. the destruction of the Premises is to an extent of
twenty-five (25%) or more of the full replacement cost TOWN shall have the
option; (1) to repair or restore such damage, this Lease continuing in full force and
effect, or (2) give notice to LGMA at any time within sixty (60) days after .such
damage, terminating the occupancy of the premises as of the date specified in such
notice, which date shall be no less than thirty (3U) days after the giving of such,
notice.
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(b) TOWN shall .not have any obligation whatsoever to repair, reconstruct or restore
the Premises when the damage resulting from any casualty covered under this
article occurs during the last twenty-four (24) months of the Lease or any
extension thereof.
(c) If the structures on the Premises are destroyed to an extent of more than fifty
percent {50%) of the total floor area existing prior to the destruction, the LGMA
may elect to terminate the occupancy of the :affected premises on sixty (60) days
written notice to TOWN, if but only if, such notice is given no later than ninety
{90) days following .destruction.
(d) Under no circumstances does TOWN .have .any obligation to provide LGMA with
an alternative property to conduct its:operations, and LGMA is solely responsible
for obtaining such insurance as the LGMA deems appropriate to protect its
interest should damage or destruction to the Premises occur.
(e) LGMA agrees to fully cooperate with TOWN in investigating the cause of any
damage or destruction of the Premises, and in permitting and_allowing any repair
or .reconstruction work to occur.
Section 19. Early Termination
Early termination of this Lease may occur as follows:
(a) TOWN may terminate this Lease for any reason, including, but not limited to
desiring to use or dispose of the Premises in .any manner consistent with its
municipal authority, upon sixty (60) days prior written notice to LGMA.
(b) LGMA may, upon sixty (60) days written notice, terminate this Lease if TOWN
elects not to include funding for LGMA's operations in the approved budget for
any fiscal yeaz during the term of this Lease.
(c) -TOWN may .elect to terminate this .Lease in the event LGMA is in default
pursuant to paragraphs 10 and 11 of this Lease.
(d) Either party may terminate;pursuantto awritten agreement to do so approved in
the same manner as this Lease Agreement.
{e) In the event of early termination, TOWN shall bear no responsibility for the
. reimbursing LGMA for any alterations, improvements, xepairs and replacements
. :made in whole or in part at LGMA's expense.
.Section 20. Notices.
.Any notice under this Lease shall be ..given by mailing the notice, postage prepaid, by
S:U.GMA.4
Page 6 of 8
certified mail, return receipt requested, to LGMA at the Premises and to TOWN as set forth
below: '
Town ofLos Gatos Los'Gatos Museum Association
Town. Manager President, .Los Gatos Museum Association
P.O. Box 949 75 Church. Street
:Los Gatos, CA 95031 Los Gatos, CA 95030
Section 21. Attorney Fees.
In any action or proceeding by either party to enforce this Lease Agreement or .any
provision of this Lease Agreement, the prevailing party shall be entitled to recover reasonable
attorney fees, including fees incurred on appeal, and all other costs incurred.
Section 22. Legal Effect.
All obligations of LGMA .are expressly made conditions of this Lease Agreement, any
breach of which shall, at the option of TOWN, terminate this Lease Agreement.
Section 23. Titles.
The titles or heading to paragraphs shall have no effect on interpretation. ofprovisions of
this Lease Agreement.
Section 24. Successors.
The provisions of this Lease Agreement shall apply to and bind the heirs, successors, and
.assigns of the parties.
Section 25. Waiver.
The failure of TOWN to enforce a provision of this Lease .Agreement shall. not be deemed
a waiver for any purpose.
Section 26. Entire .Agreement.
This Lease Agreement, together with each. attached exhibits, shall constitute the entire
agreement of the parties, and .may be modified only by a writing signed and approved in the same
manner as this Lease Agreement.
Section 27. Time of the Essence.
Tirne is of the essence in the performance of LGMA's obligations under this Lease
Agreement.
s:~.aMn.a
Page 7 of 8
Section 28. Governing Law.
This Lease Agreement shall be governed by and construed in accordance with California
law and venue .for any action in any way related to this .Lease Agreement shall be the County of
Santa Clara, California.
]IV WITNESS WHBREOF, the parties have executed this Lease Agreement this day
of , .1999.- -
TOWN OF LOS GATOS
By
David W. Knapp, .Town Manager
APPROVED AS TO CONTENT:
:LOS GATOS MUSEUM ASSOCIATION
By ~~ ~~~
.
Kurt B. Anslinger
Los Gatos Museum Association Board President
Regina A. Fallcner, Community Services Director
APPROVED AS TO FORM:
Orry P. Korb, Town Attorney
ATTESTED TO:
Marian V. Cosgrove, Town Clerk
Attachment: Exhibit A -Legal .Description
Exhibit B -Community Grant Agreement {with Exhibits A - C)
S:U.GMA.4
Page S of 8
EXHIBIT A ~~
75 Church Street (APN# 529-54-050)
,ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE TOWN OF LOS GATOS,
i, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA BEING A PO RTION OF
/ RANCHO RINCONADA DE LOS GATOS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS.:
BEGINNING AT THE INTERSECTION OF TAE NORTHEASTERLY LINE OF EAST .'
MAIN STREET AND THE SOUTHEASTERLY LINE OF STATE EiIGHWAY ROUTE 17
BEING THE MOST WESTERLY CORNER OF PARCEL 1 AS SHOWN ON THAT CERTAIN
MAP ENTITLED "RECORD OF SURVEY OF LAND OF MAX WALDEN", .RECORDED IN
BOOK 221 OF MAPS AT PAGE 23 SANTA CLARA COUNTY RECORDS; THENCE
LEAVING SAID NORTHEASTERLY LINE OF EAST MAIN STREET AND ALONG THE
COMMON BOUNDARY LINE OF SAID PARCEL 1 AND STATE HIGHWAY .ROUTE 17
THE FOLLOWING FTVE~~COURSES: 1. NORTH 34°'52`03" EAST 63.46 FEET;
2. .NORTH 47 17 05 EAST 64..94 FEET.; 3. NO RTH 41°02'25" WEST
35.60 FEET; 4. NORTH 44°19'13" EAST 253.08 FEET; 5., NORTH 56°17'2'8"
EAST 72.83 FEET.; THENCE ALONG A LINE PARALLEL TO AND 36 FEET RIGHT
ANGLE MEASUREMENT FROM THE NORTHEASTERLY WALL OF AN EXISTING TWO-STORY
STONE BUILDING SOUTH 2 7019'08'° EAST 131.36 FEET; THENCE 80UTH 6°28'23"
WEST 68.61 FEET TO A POINT ON TIC GENERAL SOUTHERLY BOUNDARY OF SAID
PARCEL 1; THENCE ALONG STAID GENERAL. SOUTHERLY BOUNDARY OF PARCCEL 1
THE FOLLOWING FIVE COURSES: 1. NORTH 83°31'37" WEST 34..19 FEET;
2. SOUTH 78°26'40" WEST 87.02 FEET; 3. SOUTH 72°32'I4 "WEST 80.25
FEET; 4. SOUTH 54°53'25'" WEST 133.23 FEET -S..SOUTH,'.42°4T'28"..WEST 63.8
FEET TO A POINT ON THE NORTHEASTERLY LINE OF EAST MAIN STREET; .THENCE
ALONG SAID NORTHEASTERLY LINE OF EAST MAIN STREET 'NORTH 56°50'20"
WEST 3..00 FEET TO THE POINT OF BEGINNING-
CONTAINING 0.828 ACRES MORE OR LESS.
An appurtenant easement for .all forms cif pedestrian and
vehicular access from Church Street to the Annex Site.,
including a~backing-up and turning area northerly of the
northerly boundary of the site for autos parked on the
northerly side of the Annex, wide enough for a 24-faot
curb-to-curb roadway-.
Appurtenant easements, as necessary, for the utility
lines which are to be installed under the terms of this
agreement.
4 Tait Avenue (APy # 510-44-054)
.Resolution #1979-28
Agreement #79.14