2009-125-Authorizing The Town Manager To Execute The Lease Agreement Between Town Of Los Gatos And Los Gatos-Saratoga Community Education And RecreationRESOLUTION 2009-125
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN .MANAGER TO EXECUTE THE
LEASE AGREEMENT BETWEEN TOWN OF LOS GATOS
AND LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
WHEREAS, the Town of Los Gatos owns and operates the property located at 208 E.
Main Street, Los Gatos; and
WHEREAS, the Town desires to enter into along-term lease for this property with Los
Gatos-Saratoga Community Education and Recreation, a local :non-profit agency, for the
purposes of operating a community center for adults and seniors; and
WHEREAS, Los Gatos-Saratoga Community Education and Recreation also desires to
enter into along-term lease for the property, and accepts the accompanying responsibility for
providing services to adults and seniors.
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara,
State of California, that the Town of Los Gatos Town Manager is authorized to execute:
1. A Lease Agreement Between Town of Los Gatos and Los Gatos-Saratoga Community
Education and Recreation substantially in the term of Exhibit A; and
2. Future amendments to the Agreement so long as they conform to the adopted Town
budget.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 7th day of December, 2009 by the following vote:
COUNCIL MEMBERS:
AYES: Joe Pirzynski, Steve Rice, Barbara Spector, Mike Wasserman, Mayor Diane McNutt
NAYS: None
ABSENT:
ABSTAIN:
SIGNED:
~' l~fG /NcdldtZf'
ATTE
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
CLE AD INISTRATOR OF THE TOWN OF LOS GATOS
LOS ,CALIFORNIA
e." ~ h
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Y`i ,'e ~'
s,
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LEASE AGREEMENT
BETWEEN
TOWN OF LOS GATOS
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
TABLE OF CONTENTS,
LEASE PROVISIONS
1. PREMISES ....................................................................................................................... .1
2. TERM ................................................................................................................................ .1
3.. RE~iT ................................................................................................................................ .2
4. USE OF PREMISES ........................................................................................................ . 3
5. HAZARDOUS MATERIALS ......................................................................................... . S
6. UTILITIES AND OPERATING EXPENSES ............................................................... . 7
7. TAXES .............................................................................................................................. .8
8. MAINTENANCE ....... .................................................................................................. .9
9. TENANT IMPROVEMENTS ....................................................................................... 10
10. HOLD HARIVII,ESS/INDEMNIFICATION ................................................................ 11
11. DAMAGE, DESTRUCTION AND TERMINATION ................................................. 11
12. SIGNS AND MARI~TING .......................................................................................... 14
13. ASSIGNMENT AND SUBLETTING ........................................................................... 15
14. DEFAULTS; REMEDIES .............................................................................................. 15
15. INTEREST ON PAST-DUE OBLIGATIONS ............................................................. 17
16. HOLDING OVER .............................................:............................................................. 17
17. TOWN'S ACCESS ......................................................................................................... 17
18. INSURANCE ................................................................................................................... 18
19. EMINENT DOMAIN ..............:...........................................................:.......................... 19
20. DISPUTE RESOLUTION ............................................................................................. 20
21. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE TOWN............ 20
22. NON-DISCRIMINATION ............................................................................................. 20
23. INDEPENDENT CONTRACTOR ..............................................................................211
24. CONFLICT OF INTEREST .......................................................................................... 21
EXHIBIT A
Page i of ii
25. MEMORANDUM OF LEASE ...................................................................................... 21
26. ESTOPPEL CERTIFICATE ...........................................:............................................. 21
27. LIENS .................................................................................:............................................21
28. VACATING .....................................................................................................................21
29. NOTICES ........................................................................................................................22
30. TIME ................................................................................................................................22
31. AMENDMENTS .............................................................................................................22
32. SIGNING AUTHORITY ................:...........................................................................:... 22
33. CAPTIONS ......................................................................................................................22
34. SURRENDER OF LEASE NOT MERGER ................................................................ 23
35. INTEGRATED DOCUMENT ...............................:....................................................... 23
36. WAIVER ..........................................................................................................................23
37. INTERPRETATIONS .................................................................................................... 23
38. SEVERABILITY CLAUSE ........................................................................................... 23
39. GOVERNING LAW ....................................................................................................... 23
40. VENUE............ .............................................................................................................24
41. COMPLIANCE WITH LAWS ...................................................................................... 24
42. BROKERS .......................................................................................................................24
43. ATTACHMENTS TU LEASE ...................................................................................... 24
EXHIBITS
A. DESCRIPTION OF SUBJECT PREMISES' ................................................................ 26
B. INVENTORY OF FIXTURES ...................................................................................... 27
C. STANDARD INSURANCE REQUIREMENTS .......................................................... 30
D. LOS GATOS NEIGHBORHOOD CENTER POLICIES AND PROCEDURES ........33
E. LOS GATOS NEIGHBORHOOD CENTER PUBLIC USE RENTAL FEE
SCHEDULE ..............:...........................................................................40
F, SENIOR SERVICES SCOPE OF WORK .....................................................44
Page ii of ii
LEASE AGREEMENT
BETWEEN
TOWN OF LOS GATOS
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
This lease agreement (herein "Lease") is made and entered into this day of . , 20 ,
by and between the Town of Los Gatos, a California municipal corporation (herein "Town") and Los
Gatos-Saratoga Community Recreation and Education, a California joint powers agency (herein
"Lessee"). Town and Lessee may be referred to individually as a "Party" or collectively as the
"Pasties" or the "Parties to this Lease." The'Town Manager serves as Contract Administrator for this
Lease on behalf of the Town Council.
In consideration of these recitals and the following covenants, terms, and conditions, Lessee and
Town mutually agree as follows:
LEASE .PROVISIONS
1. PREMISES.
Town hereby .leases to Lessee, certain real property located in the Town of Los Gatos, County of
Santa Clara, State of California, coininonly known as 208 East Main Street (herein the "Premises")
and more particularly described in Exhibit A attached hereto and incorporated herein by reference.
The Premises consists of approximately twelve thousand (12,000) square feet of meeting rooms and
office space, except for the Inventory of Fixtures set forth in Exhibit B attached hereto and
incorporated herein by reference. Unless specificallyprovided,Lessee accepts the Premises "as-is"
on the date of execution of this Lease. Town represents that the Premises, but without regard to the
use to which Lessee will put them, will be in compliance with all applicable govertunental laws,
rules and regulations on the Delivery Date (as defined below). If it is determined that the foregoing
representation is not true, then Town, at its expense, shall take such actions as are necessary to cause
the Premises to be in compliance with such goveimrnental laws, rules and regulations.
2. TERM.
2.1 Original Tern. Unless extended or sooner terninated, the tern of this Lease shall be for
twenty (20) years, commencing on January 1, 2010 ("Delivery Date") and ending on
December 31, 2029. Lessee shall, at the expiration of the term of this Lease, or upon its
earlier termination, surrender the Premises in as good condition as it isnow at the date of this
lease, reasonable wear and tear and damage by age and the elements excepted.
2.2 Option to Extend. Provided Lessee is not in default hereunder,. either at the time of
exercise or at the time the extended term. commences, Lessee shall havethe option to extend
the initial tern of this Lease for two (2) additional periods of five (5) years ("Option Period")
with the same terms, covenants and conditions provided herein, except that upon such
renewal the Base Rent due hereunder shall be adjusted pursuant to Paragraph 3.2. Lessee's
option shall be automatically exercised witl~out prior notice unless one of the parties objects
to either extension in writing no less than sixty (60) days prior to the expiration of the then
current term, in which event this Lease shall terminate at the expiration of the then cut7ent
term.
2.3 Early Termination by Town. If Town in ifis sole discretion determines that it requires
the Premises for any public purpose, Town may terminate this Lease upon one hundred
eighty (180) days written notice. In the event of an emergency, Town may terminate this
Lease upon five (~) days written notice. "Emergency," fox the purposes of this paragraph,
is defined as when the Town Council declares a State of Emergency. Upon termination
of this Lease in the event of an emergency, Town and Lessee will work cooperatively to
develop a written plan for transition of services and vacation of Premises by Lessee.
2.4 Early Termination by the Parties. Either Party rm.ay choose to terminate this Lease
upon one hundred eighty (180) days written notice to the other Panty.
3. RENT.
3.1 Base Rent. The rent to be paid by Lessee shall be calculated via multiplication of
approximate size of Premises, twelve thousand (12,000). square feet, by a percentage of the
fair market rent for the Premises (the "FMR"). The uutial FMR shall be two dollars and fifly
cents ($2.50) per square foot. The initial rent to be paid by Lessee shall be seven thousand
five hundred dollars ($7,500) per month without reduction or offset (except as otherwise
provided in this Lease), calculated using twenty-five percent (25%) of FMR. The FMR shall
be updated no less than once every five (5) years using an appraisal methodology satisfactory
to the Parties. In addition, the FMR shall be adjusted annually based on the State of
California Department of Industrial Relations,. Division of Labor Statistics and Research's
Consumer Price Index, All Urban Consumers, All Items, San Francisco-Oakland-San lose,
California. ~ The index far the quarter ending just prior to this lease date is established as the
base index. Percentage aizd adjustments to the original lease payments shall be as indicated
by percentage changes in said index.
3.2 Annual Increase. Duringthe Term of this Lease, including the Option Periods if the
options are exercised, the Base Rent shall be increased effective on each anniversary of the
Delivery llate as follows: Commencing on the $rst arnliversary of the Delivery Date, the
Base Rent shall increase then and on each atu~iversary of the Delivery Date thereafterby five
(5) percent of the FMR until the fourth anniversary of the Delivery Date when the Base Rent
shall have increased to forty-five (45) percent of the FMR.
3.3 Payment Date/Late Charge. Rent shall be payable in accordance with the procedures set
forth in Section 3.4 on the first day of each and every month commencing on the Delivery
Date.. Lessee acknowledges late payment of rent will cause Town to incur costs not
contemplated by this Lease, the exact amount of such costs being extremely difficult and
2
impracticable to fix. Such costs include, without limitation, processing, accounting and late
charges that maybe imposed on Town. Therefore, if Town does not receive any installment
of rent due from Lessee within ten (10) days. after the date such rent is due, Lessee shall pay
to Town an additional sum of five percent (5%) of the overdue rent as a late charge. The
parties agree this late charge represents a fair and reasonable estimate of the costs Town will
incurby reason of late payment by Lessee. Acceptance of any late charge shall not constitute
a waiver of Lessee's default with respect to the overdue amount, nor prevent Town from
exercising any of the other rights and remedies available to Town.
3.4 Rent Pa~nnent Procedures. Lessee's obligation to pay rent shall continence upon the
Delivery Date of this Lease. zf the Delivery Date occurs on a date other than the first of any
month, monthly rent fox the first aiid last month of this Lease shall be prorated based on a 3 0-
day month. Rent payments shall be delivered to Town Finance Department, 110 E. Main
Street, P.O. Box 655,, Los Gatos, CA 95030. The designated place of payment maybe
changed at any tune by Town upon ten (10) days' written notice to Lessee. Lessee
specifically agrees that acceptance of any late or incorrect rentals submitted by Lessee shall
not constitute an acquiescence ar waiver by Town and shall noYprevent Town from enforcing
Section 3.3 (Late Charge) or any other remedy provided in this .Lease. Acceptance of rent
shall not constitute approval of any unauthorized sublease or use, nor constitute a waiver of
any non-monetary breach. Payments shall be effective upon receipt. Town may apply any
payment received from Lessee at any time against any obligation due and owing by Lessee
under this Lease, regardless of any statement appearing on or refereed to in any remittance
from Lessee or anyprior application of such payments.
3.5 Partial Pa, iy Went. The receipt by Town of a partial payment of any amount duo to
Town endorsed as payment in fiill will be deemed to be a partial pay~nnent only. Town may
accept and deposit said check without prejudice to its right to recover the balance. Any
endorsements or statements on the check or any letter accompanying the check shall not be
deemed an accord and/or satisfaction. Lessee's obligation{without prior notice or demands)
to pay rent and all other amounts due hereunder shall be absolute and unconditional, ai~.d not
subject to any abatement, set off, defense, recoupment or reduction.
4. USE OF PREMISES..
4.1 Required Uses. Throughout the teen of this Lease, Lessee shall provide the following
uses, services and activities ("Required Uses"):
4.1.1 Services for senior citizens as listed in Exhibit F attached hereto.
4.1.2 Uses consistent with Lessee's business purposes.
4.1.3 Until December 31, 2013, Sublease one thousand two hundred and sixty-two
(1,262) square feet pf office space, including Room Nos. 203., 204, 205, 208, 211 and
212, to Town, rent to be determined as follows; The rent to be paid by Town (the
"Sublease Rent") shall be calculated via multiplication of approximate size of the
subleased property, one thousand two hundred and sixty-two (1,262) square feet, by a
percentage of the fair market rent for the subleased property (the "SUBFMR"). The
initial SUBFMR shall be two dollars and fifty cents ($2.50) per square foot. The
initial rent to be paid by Town shall be seven hundred eighty-nine dollars ($789) per
month without reduction or offset, calculated using twenty-five percent (25.%) of
FMR. The SUBFMR shall be updated no less than once every five (5) years using an
appraisal methodology satisfactory to the Parties. lan addition, the SUBFMR shall be
adjusted annually based on the State of California Department of Industrial Relations,.
Division of Labor Statistics and Research's Consumer Price Index, All Urban
Consumers, All Reins, San Francisco-Oaldand-San Jose, California.. The index for
the quarter ending just .prior to this lease date is established as the base index.
Percentage and adjustments. to the original lease payments shall be as indicated by
percentage changes in said index. During the Tenn of this Lease, including the
Option Periods if the options are exercised, the Sublease Rent shall be u~.creased
effective on each anniversary of the Delivery Date as follows: Commencing on the
first anniversary of the Delivery Date, the Sublease Rent shall increase then and on
each anniversary of the Deliveiy Date thereafter by five (5) percent of the SUBFMR
until the fourth anniversary of the Delivery Date when the Base Rent shall l~.ave
increased to forty-five (45) percent of tl~e SUBFMR.
4.1.4 Rent meeting rooms for public use consistent with current Los Gatos
Neighborhood Center Polices and Practices, Exhibit D attached hereto and
incorporated herein by reference. Lessee shall adopt'Town's current fee schedule for
public use of the Neighborhood Center, Exhibit E attached hereto and incorporated
herein. by reference, which maybe evaluated and modified' by Lessee after the first
anniversary date of the Delivery Date.
4.1.5 Rent meeting rooms to the Alcoholics Anoiaymous and Narcotics Anonyixious
organizations for fifteen hundred (1,500) hours per year at the rate. charged those
organizations for the rentals of the same meeting rooms as ofthe Delivery Date until
December 31, 2013, after which (commencing on January 1, 2014), the number of
hours per year .may be reduced to one thousand (1,000) hours per year. Lessee may
limit. the availability of rooms for this use Monday through Friday, excluding.
holidays, during the hours of 8 a.m. to S p.m. The rate charged for both organizations
for rentals of meeting rooms may be adjusted by Lessee on or after January 1, 2011.
4.1.6 Until December 31, 2013, based on availability as detei7xiined in Lessee's sole
judgment, allow Town free use of meetingrooms for Town business for no more than
seven hundred (700) hours per year, which amount shall be no more than five
hundred (500) hours per year commencing on January 1, 2014. Town shall also have
flee use of the large hall/meeting room on the north end of the first £looi• of the
Premises far training purposes, based on availability as determined in Lessee's sole
judgment, and as needed in the event of an emergency. Iii all cases and at all tunes
Town use of the facility, except in 'the event of an emergency as defined in this
paragraph, shall be subordinate to Lessee's use consistent with Lessee's business
4
purposes. "Emergency," for the purposes of this paragraph, is defined as when the
Town Council declares a State of Emergency. Town shall remove all EOC
equipment from the large hall/meeting room by no later than June 30, 2010.
4.1.7 An annual report to the Town Council on the status of Lessee's operations as
related to this Lease.
4.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted
hereunder. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or
about the Premises, or permit or allow the Premises to be used for any unlawful or immoral
purpose. Lessee shall not do or permit to be done anything in any manner which
unreasonably disturbs the occupants of neighboring property. Specifically, and without
limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power
emission, or other itemto emanate from the Premises. No materials or articles of any nature
shall be stored outside upon any portion of the Premises. Lessee will not use Premises in a
zx~anner that increases the risk of fire, cost of fire insurance or improvements thereon. No
unreasonable sign or placard shall be painted, inscribed or placed in or on said Premises; and
no tree or shrub thereon shall be destroyed or removed ox other waste committed of said
Premises. No bicycles, motorcycles, automobiles or other mechanical means of
transportation shall be placed or stored anywhere on the Premises except for the .garage or
-, driveway. No repair, overhaul or modification of any motor velucle shall tape place on the
Premises or the street in front of said Premises.
4.3 Condition, Use of Premises. Except as otherwise expressly stated in this Lease, Town
makes no warranty or representation of any kind concerning the condition ofthe Premises, or
the fitness of the Premises far the use intended by Lessee, and hereby disclaims any personal
knowledge with respectthereto, it being expressly understood by the parties that Lessee has
personally inspected the Premises, knows its condition, finds it fit for Lessee's intended use,
accepts it as is, and has ascertained that it can be used exclusively for the limited purposes
specified in Section 5.1.
5. HAZARDOUS MATERIALS.
5.1 Hazardous Materials Defined. The term "Hazardous Material(s)" shall mean any toxic
or hazardous substance, material or waste or any pollutant or contaminant, or infectious or
radioactive material,. including but not limited to, those substances, materials, or wastes
regulated now or in the future under any of the following statutes or regulations and any and
all of those substances included within the defnutions of "hazardous substances," "hazardous
waste," "hazardous chemical substance or mixture," "imminently hazardous chemical
substance or mixture," "toxic substances," "hazardous air pollutant," "toxic pollutant" ox
"solid waste" in the (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601
et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d)
CAA, 42 U.S.C. 78401 et seq., (e) TSCA,1 S U.S.C. Sec. 2601 et seq., (f) The Refuse Act of
1899, 33 iLS.C..Sec. 407, {g) OSHA, 29 U.S.C. 651 ct seq. (h) Hazardous Materials
Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Fart 302 and
amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California
Superfund, Cal. Health & Safety Code Sec. 25300 et seq.,. (k) Cal. Hazardous Waste Control
Act, Cal. Health & .Safety Code Section 25100 et seq., (1) Porter-Cologne Act, Cal. Water
Code Sec. 1300Q et seq., (in) Hazardous Waste Disposal Land Use Law, Cal. Health &
Safety Code Sec. 25220 et seq., (n) Proposition 6S, Cal. Health and Safety Code Sec.
25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health &
Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health &
Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code See.
39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health &
Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq.,
and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as
similar terms are defined in, the federal, state and local laws,. statutes, regulations, orders. or
rules. Hazardous Materials shall also mean any and all other substances, materials, and.
wastes which are, or in the future become, regulated under applicable local, state or federal
law for the protection of health or the envirozunent, or which are classified as hazardous or
toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or
regulated by any federal, state or local law, regulation or orderor by common law~decision,
including without limitation: (i) trichloroethylene, tetracholoethylene, perchloroethylene and
other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos,
(iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea .formaldehyde; and, (vii)
radioactive materials. and waste.
5.2. Combliance with Laws. Lessee shall not cause or permit any Hazardous Material (as
defined below) 'to be brought upon, kept or used in or about the Premises or Project by
Lessee, its agents, employees, contractors or invitees; provided, that the foregoing shall not
apply to, and Lessee shall be entitled to keep on the Premises, normal office products such as
copier toner and limited quantities of office cleaning supplies and materials.
5.3 Termination of Lease. Town shall have the right to terminate the Lease in Town's sole
and absolute discretion in the event that: (i) any anticipated use of the Premises by Lessee
involves the generation or storage, use, treatment, disposal, or release of Hazardous Material
in a manner or for a purpose prohibited or regulated by any governmental agency, authority,
or Hazardous Materials Laws; (ii) Lessee has been required by any lender or gove~•nxnental
authority to take remedial action in connection with Hazardous Material contaminating the
Premises, if the contamination. resulted from LesseeQs action or use of the Premises; or
(iii) Lessee is subject to an enforcement order issued by any goverxunental authority in
connection with the release, use, disposal, or storage of a Hazardous Material on 'the
Premises.
5.4 Assigxxunent and Subletting. It shall not be unreasonable for Town to withhold its
consent. to an assignment or subletting to a proposed assignee or sublessee if: (i) aiiy
anticipated use of the Premises by any proposed assignee or sublessee involves the
generation or storage, use, treatment, disposal, or release of Hazardous Material in a manner
or for any purpose; (ii) the proposed assignee or sublessees has been required by any prior
landlord, lender, or governmental authority to take remedial action in connection with.
6
Hazardous Material contaminating a property, if the contamination resulted from such party's
action or use of the property in question; or, (iii) the proposed assignee or sublessee is subject
to an enforcement order issued by any governmental authority in connection with the release,
use, disposal or storage of a Hazardous Material.
5.5 Hazardous Materials Indemnity. Each Party (an "Indemnifying Party) shall indemnify,
defend (by counsel reasonably acceptable to the Indemnified Party), protect, and hold the
other Party (an "Indemnified Party) harmless from and against any and all claims, liabilities,
penalties, forfeitures, losses, and/or expenses, including without limitation, duninution in
value of the Premises, damages far the loss or restriction on use of the rentable or usable
space or of any ameiuty of the Premises, damages arising from any adverse impact or
marketing of the Premises and sums paid in settlement of claims, response costs, cleanup
costs, site assessment costs, attorneys' fees, consultant and expert fees, judgments,
administrative rulings or orders, fines, costs of death of or injury to any person, or damage to
any property whatsoever (including, without luxutation, groundwater, sewer systems, and
atmosphere), arising from, caused, or resulting, either prior to or during the Lease Tenn., in
whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the
Premises by the Indemnifying Party, its agents, employees, licensees, or invitees or at the
Indemnifying P arty's direction, of Hazardous Material, or by the Indemnifying Party's failure
to comply with any Hazardous Materials Law, whether knowingly or by strict liability. For
purposes of the indemnity provided herein, any acts or omissions of an hndemnifying Party or
its employees, agents, customers, sublessees {other than the Town in the case where Tenant
is the ]ndemnifying Party), assignees, contractors, or subcontractors .(whether or not they are
negligent, intentional, willful or unlawful) shall be strictly attributable to the Indemnfying
Party. Each Party's indemnification obligations shall include, without limitation, and
whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous
Materials management plan, investigation, repairs, cleanup or detoxification or
decontamination of the Premises, and the presence and implementation of any closure,
remedial action or other required plans, and shall survive the expiration of or early
termination of the Lease Term.
5.6 Town's Right to Perforn Tests. At any time prior to the expiration of the Lease Tern,
Town shall have the right to enter upon the Premises in order to conduct tests of water and
soil. Before exercising suckright, Town shall give Lessee not less than three (3) days prior
notice. Town agrees to exercise such right in a manner which is reasonably calculated to
cause as little disturbance as possible to Lessee and other occupants and users of the
Premises.
6. UTILITIES AND OPERATING EXPENSES.
Lessee at Lessee's sole expense shall fully and promptly pay .fox all expenses associated with the
operation of the Premises, uicluding but not limited to the fiuiushing of gas, water, sewer, electricity,
telephone service, garbage pickup and disposal, other public utilities and custodial service. During
the tern ofthe subletting of space to Town as provided in Section 5..1.3, Town agrees to reimburse
Lessee, within ten (10) days of written demand, a portion of the cost of the foregoing expenses, such
7
portion to be equal to the amount of such expenses multiplied by the percentage that the square
footage of the space subleased by Town bears to the total square footage of the Premises. Town, at
its sole expense, shall maintain all exterior landscaping in a good and attractive condition.
7. TAXES.
7.1 Real Property Taxes Defused. The term "real property taxes" as used herein shall mean
all taxes, assessments, levies and other charges, general and special, foreseen and unforeseen,
now or hereafter unposed by any goverrunental or quasi-govermmental authority or special
district having the direct or indirect power to tax or levy assessments, which are levied or
assessed against or with respect to: (i) value, occupancy, ttse or possession of the Premises
and/or the Improvements; (ii) any improvements, fixtures, equipment and other real or
personal property of Lessee that are an integral part of the Premises; or, (iii) use of the
Premises, Improvements public utilities or energy within the Premises. The term "real
property taxes" shall also mean all charges, levies or fees imposed by reason of
environmental regulation or other governmental control of the premises and/or the
Improvements, new or altered. excise, transaction., sales, privilege, assessment, or other taxes
or charges now or hereafter imposed upon Town as a result of this Lease, and all costs and
fees (including attonleys' fees) incurred by Town in contesting any real property taxes. and in
negotiatusg with public authorities as to any real property taxes affecting the Premises (but
not to exceed an amount. equal to the amount by which such contest or negotiation results in a
reduction in real property taxes affecting the Premises), If any real. property taxes are based
upon property or rents unrelated to the Premises and/or the Improvements, then only that part
of such tax that is fairly allocable to the Premises and/or the Improvements, as determined by
Town, on the basis of the assessor's worksheets or other available information, shall be
included within the meaning of the term "real property taxes."
7.2 Payment of Real. Propert~Taxes. Lessee shall pay Lessee's share of all real property
taxes (as defined in Section 8.1 above) which become due. and payable to Town on or before
the later often (10) days prior to the delunquency thereof or ten (10) days after the date on
which Lessee receives a copy of the tax bill and notice of Town's determination hereunder.
Lessee's liability to pay real property taxes shall be prorated on the basis of a three hundred
sixty-five (365) day year to account for any fraction or portion of a tax year included in the
Lease term at the commencement or expiration of the Lease.
7.3 Revenue and Taxation Cade. Lessee specifically acknowledges it is familiar with
section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a
possessory iiterest subj ect to property taxes may be created, agrees to pay any such tax, and
hereby waives any rights Lessee may have under said California Revenue and Taxation Code
section 107.6.
7.4 Personal Property Taxes. Except for real property taxes (the payment of which is
governed by Section 8.2), Lessee shall pay before delinquent,. or if requested by Town,
reimburse Town for, any and all taxes, fees, and assessments associated with the Premises,
the personal property contained in the premises. and other taxes, fees, and assessments
regarding any activities which take place at the Premises.
$. MAINTENANCE.
8.1 Town and Lessee Responsibilities. Lessee at Lessee's expense, shall perform all inteiti.or
.maintenance and repairs, including all painting, necessary to keep the Premises in first-class
order, repair, and condition, and shall keep the Premises in a safe, clean, wholesome, and
sanitary condition in compliance with all applicable laws, throughout the tern of this Lease;
provided, that in complying with such laws, Lessee shall not be required to make structural
repairs ox replacements or repairs or replacements to building systems (e.g., plumbing,
electrical, water, sewer, etc.) unless the need for such repairs or replacements is due to the
negligence or willful misconduct of Lessee. hi addition, Lessee shall maintain, at Lessee's
expense, all equipment, fiu-nishings and txade fixtures upon the Premises required for the
maintenance and operation offirst-class public services of the type to be conducted pursuant
to this Lease. Town, at its expense, shall be responsible for the maintenance and repair of all
structural portions of the Premises and main support systems, including, without limitation,
roof, exterior wall and foundation repair, electrical system repair, HVAC, plumbing, fire
sprinklers, exterior painting and all other structural repairs. Town, at its expense, shall
maintain and repair the structure and the main support systems in a tamely manner to enable
continued operation of the facility with a minimum if any seiwice interruption. Any event
-~ that interrupts the use by Lessee according to this Lease for a time greater than seventy-two
. (72) hours will result in a credit to Lessee on future rent :payments based on a pro-rata
allocation of the rent for that pei7od for square footage of the space deemed unusable for
Lessee business purposes.
8.2 Waiver of Civil Code. Lessee expressly waives the benefit of any statute now or
hereinafter in effect, including the provisions of sections 1941 and .1942 of the Civil Code of
California, which would otherwise afford Lessee the right to make repairs at Town's
expense. Lessee further agrees that if and when any repairs shall be made by Lessee- as
required by Section 8.1, Lessee shall promptly pay for all labor done or materials furnished
and shall keep the Premises free and clear of any lien or encumbrance of any kind
whatsoever; provided, that Lessee may contest and such lien by appropriate proceedings and
in a manner which stays the enforcement of such lien , If Lessee fails to make any repairs or
perform any maintenance worlc for which Lessee is responsible within a reasonable tine (as
determined bythe Town Manager in the Town Manager's sole discretion) after demand by
the Town, Town shall have the right, but not the obligation, to make the repairs at Lessee's
expense; within ten (10) days of receipt of a bill, Lessee shall reimburse Town for the cost of
such repairs, including a fifteen percent (15%) administrative overhead fee. The making of
such repairs or performance of maintenance by Town shall in no event be construed as a
waiver of the duty of Lessee to make repairs or perform maintenance as provided in this
Section.
8.3 Maintenance of Common Areas. Town, at its expense, shall maintain ox .cause to be
•maintained, including repair and replacement as necessary, the parking lot adjacent to the
Premises.
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9. TENANT IMPROVEII~NTS.
9.1 Iln ru ovements Permitted. Subject to prior written approval of the Town Manager, which
shall not be unreasonably withheld, Lessee be entitled to install improvements in ara efficient
and workrnarrlike manner within the Preiriises, at no cost to Town.
9.2 Cost of Improvements. All improvements shall be made at Lessee's sole expense, but
shall be subject to reimbursement by Town should Town exercise its right of early
termination. The total cost of all approved improvements made by Lessee shall be
determined by agreement of the Parties, and shall be amortized on a straight line basis from .
the date the improvement is completed to the end of the original term of the Lease. In the
event of early termination, Lessee shall be entitled to be reimbursed the remaining value of
all approved tenant improvements based on the number of years remaining in the original
term of the Lease.
9.3 Ownership of Improvements. A11 improvements. constructed, erected, or installed upon
the Premises must be flee and clear of all liens, clanns, or liability for labor or material and
shall become the property of Town, at its election, upon expiration or earlier termination of
this lease and upon Town's election, shall remain upon the Premises upon terrxrit~ration of this
Lease. Title to all equipment, furniture, furnishings, and trade fixtures placed by Lessee
upon the Premises shall remain in Lessee, and replacements, substitutions and modifications
thereof may be made by Lessee throughout the term of.this Lease. Lessee may remove such
fixtures .and furnisings at any time during the ternn of this Lease and upon termination of
this Lease if Lessee is not then in default under this Lease, provided that Lessee shall repair
to the satisfaction of Town any damage to the Premises and improvements caused. by such
removal and provided that usual and customary lighting, plumbing and Beating fixtures shall
remain upon the Premises upon tennination of this Lease.
9.4 Indemnity for Claims Arising Out of Construction. Lessee shall defend and indemnify
Town against all claims, liabilities, and losses of any type arising out of work perfornned on
the Premises. by Lessee, together with reasonable attorneys' fees and. all costs and expenses
reasonably incurred by Town in negotiating, settling, defending or other~vvise protecting
against such claims.
9.5 Certificate of Inspection. Upon completion of constntction of anybrulding, Lessee shall
submit to the Town Manager a Certificate of Inspection, verifying that the construction was
completed ni conformance with Title 20 of the Californa Code ofRegulations for residential
construction, or in conformance with Title 24 of the California Code of Regulations for non-
residential construction.
9.6 As Built Plans. Lessee shall provide the Town Manager with a complete set of
reproducible "as built plans" reflecting actual construction within or upon the Premises upon
completion of any: (i) new constt~uction; (ii) structural alterations; or, (iii) non-structural
alterations costing more than $25,000.
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10. HOLD HARMLESS/IiNDEMNIFICATION.
10.1 Indemnification. To the extent permitted by law, each. Party (an "Indemnifying Party")
agrees to protect, defend, lrold harmless and indemnify the other Party, its elected and
appointed officials, commissions, officers, agents, volunteers, .and employees {the
"Indemnified Parties") from and against any claim, injury, liability, loss, cost, and/or expense
or damage, however same may be caused, including all costs and reasonable attorney's fees in
providing a defense to any claim arising therefrom for which the Indemnified Parties shall
become legally liable arising from the Indemnfying Party's negligent, reckless, or wrongful
acts, errors, or omissions with respect to or in any way connected with this Lease. A Party
claiming indemnity shall give the other Party immediate notice of any claim or liability
hereby indemnified against. This indemnity shall be in addition to the Hazardous Materials
iidemnity contained in this Lease and shall survive shall survive the expiration of or early
termination of the Lease Tenn.
102 Waiver of Claims. Each Party (a "Waiving Party") waives any claims against the other
Party for injury to the Waiving Party's business or any loss of incometherefrom, for damage
to the Waiving Party's property, or for injury or death of anyperson in or about the Frerrrises
or the Town Property, from any cause whatsoever, except to the extent caused by the
Waiving Party's negligence or willful misconduct.
11. DAMAGE, DESTRUCTION AND TERMINATION.
11.1 Restoration of Premises by Lessee.
1.1.1.1 Destruction Due to Risk Covered by Insurance. If, during the term, the
Premises are totally or partially destroyed from a risk covered by the insurance
described in Section 18 (Insurance), rendering the Premises totally or partially
inaccessible or unusable,. Lessee shall restore the Premises to substantially the same
condition as itwas in irnrnediatelybefore destruction, to the extent possible based on.
the insurance proceeds received by Lessee, it being agreed that Lessee shall not be
obligated to expend more than the amount of the insurance proceeds received in
restoring the Premises. All applicable insuxance proceeds must be dixected toward
this purpose. Such destruction shall not terminate this Lease. If the laws existing at
that time do not permit the restoration, either party can terminate this Lease
irmnediately by giving notice to the other party.
A. Minor Loss. If, during the term of this Lease, the Premises are destroyed
from a risk covered by the insurance described in Section 18 (Insurance), and
the total amount of loss does not exceed twenty thousand dollars ($20,000),
Lessee shall make the loss adjustment with the insurance company insuring
the loss. The proceeds shall be paid directly to Lessee for the sole purpose of
making the restoration of the Premises in accordance with this Lease.
B. Major Loss -Insurance Trustee. If, during the term of this Lease, the
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Premises are destroyed fiom a risk covered by the insurance described in
Section 18 (Insurance), and the total amount of loss exceeds the amount set
forth in paragraph (A), Lessee shall znalce the loss adjustment with the
uisurance company insuring the loss and on receipt of the proceeds shall
immediately pay them to an institutional lender or title company as znay be
jointly selected bythe par-ties ("the Insurance Tntstee").
11.1.2 Destruction Due to Risk Not Covered b~Instuance. If, during the term, the
Premises are totally or partially destroyed from a risk not covered by the insurance
described in Section T 8 (Insurance), rendering the Premises totally or partially
inaccessible or unusable, Lessee shall restore the Premises to substantially the same
condition as it was ullnznediatelybefore destruction, tothe extent possiblebased on
the insurance proceeds received by Lessee. All applicable insurance proceeds must
be directed toward thispurpose whether or not the insurance proceeds are sufficient
to cover the actual cost of restoration. Such destruction. shall zzot terminate this
Lease. If the laws existing at that. tune do not permit the restoration, either party can
terminate this Lease immediately by giving notice to the other patty.
If the cost of restoration exceeds ten percent (10%) of the then.replacementvalue of
the Premises totally or partially destroyed, Lessee can elect to terminate this Lease by
giving notice to Town within sixty (60) days after determining the restoration cost
and replacement value. If Lessee elects to terminate this Lease, Town, within thirty
(30) days after receiving Lessee's notice to terminate, can elect to pay to Lessee, at
the tizme Town notifies Lessee of its election, the difference between ten percent
(10%) o£the replacement value of the Premises and the actual cost of restoration, in
which case Lessee shall restore the Premises.. On Town's making. its election to
contribute, each party shall deposit immediately the amount of its contribution with
such institutional lender or title company as may be jointly selected by the parties
("the Insurance Trustee"). If the Destruction does not exceed ten percent (10%) of the
then replacement value of the Prezxrises, Lessee shall immediately deposit the cost of
restoration with the hisurance Trustee as provided in Exhibit (c). This Lease shall
terminate if Lessee elects to terminate this Lease and Town does not elect to
contr7bute toward the cost of restoration as provided. in tlus section.
If the Premises are destroyed fiom a risk not covered by the insurance described in
Section 18 (Insurance), and Lessee has the obligation to restore the Premises as
provided in this section, both parties s11a11 deposit with the Insurance Trustee their
respective contributions toward the cost of restoration. All sums deposited wit11 the
Insurance Trustee shall be held for the following purposes and the Insurance Trustee
shall have the following powers and duties:
The sums shall be paid in installments by the Insurance Trustee to the contractor
retained by Lessee as construction progresses, for. payment of the cost of Restoration.
A 10% retention fund shall be established that will be paid to the contractor on
completion of restoration, payment of all costs, expiration of all applicable lien
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periods, and proof that the Premises are free of .all mechanics' liens and lienable
claims.
Payments shall be made on presentation of certificates or vouchexs from the architect
or engineer retained by Lessee showing the amount due. If the Insurance Trustee, in
its reasonable discretion, determines that tie certificates or vouchers are being
improperly approved by the architect or engineer retained by Lessee, the Insurance
Trustee shall have the right to appoint an architect or an engineer to supervise
construction and to make payments on certificates ar vouchers .approved by the
architect or engineer retained by the Insurance Trustee. The reasonable expenses and
charges of the architect or engineer retained by the lnsurance Trustee shall be paid by
the insurance trustee out of the trust fund. Both panties shall promptly execute all
documents and perform all acts reasonably required by the Insurance Trustee to
perform its obligations under this section.
Any undisbursed funds after comliliance with the provisions of this section shall be
delivered to Town to the extent of Town's contribution to the fund, and the balance,. if
any, shall be paid to Lessee. All actual costs and charges of the Insurance Trustee
shall be paid byLessee.
~- - If the Insurance Trustee resigns or for any reason is unwilling to act or continue to
act, Town shall substitute a new trustee in the place of the designated Insurance
Trustee. The new trustee must be an institutional lender or title company.
11.1.3 Procedure for Restoring Premises. When Lessee is .obligated to restore the
Premises within sixty (60) days Lessee at its cost shall prepare final plans,
specifications, and working drawings complying with applicable Laws that will be
necessary fox restoration of the Premises. The plans, specifications, and working
drawings must be approved by Town, which approval will not be unreasonably
withheld. Town shall have thirty (30) .days after receipt of the plans and
specifications and working drawings to either approve or disapprove the plans,
specifications, and working drawings and return them to Lessee. If Town
disapproves the plaits, specifications, and working drawings, Town shall notify
Lessee of its objections and Town's proposed solution to each objection. Lessee
acknowledges that the plans, specifications, and working drawings shall be subject to
approval of the appropriate govei~unental bodies and that they will be prepared in
such a inaimer as to obtain that approval.
The restoration shall be accomplished as follows:
A. Lessee shall complete the restoration within a reasonable time after final
plans and specifications and working drawings have been approved by the
appropriate goverriinental bodies, all required permits have been obtained
(subject to a reasonable extension for delays resulting from causes beyond
Lessee's reasonable control), and Lessee has received all insurance proceeds
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payable as a result of the damage or destruction.
B. Lessee shall retain a licensed contractor that is bondable. The contractor
shall be required to carry public liability and property damage insurance,
standard fire acid extended coverage insurance, with vandalism and malicious
mischief endorsements, du~7ng the period of construction in accordance with
Section 20 (Insurance). Such insurance shall contahi waiver of subrogation
clauses in favor of Town and Lessee in accordance with the Provisions of
Exhibit B.
C. Lessee shall notify Town of the date of commencement of the restoration
at least ten (10) days before commencement of the restoration to enable Town
to post and record notices ofnonresponsibility. The contractor retained by
Lessee shall not commence construction until a completion bond and a labor
and inatei7als bond have been delivered to Town to insure completion of the
construction.
A. Lessee shall accomplish the restoration in a manner that will cause the
least inconvenience, annoyance, and disruption at the Premises.
E. On completion of the restoration Lessee shall immediately record a notice
of completion in the county in which the Premises are located.
F. The restoration shall. not be comunenced until sums sufficient to cover the
cost of restoration are placed with the Insurance Trustee as provided in this
section.
11.2 Force Maj eure. Prevention, delay or stoppage due to sirikes,lockouts, labox disputes,.
Acts. of God,. inability to obtain labor, inability to obtain matezxals or reasonable substitutes,
governmental restrictions, govermnental regulation,. goveixunental controls, judicial orders,
enemy or hostile governmental actions, civil commotion, fire or other casualty, and other
causes. beyond the reasonable control of Lessee (financial inability excepted), shall excuse
the performance by Lessee for a period equal to the prevention, delay, or stoppage, except the
obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the
event any work performed •by Lessee or Lessee's contractors results in a strike, lockout,
and/or labor dispute, the strike, lockout, acid/or labor dispute s11a11 not excuse the
performance by Lessee of the provisions of this Lease.
12. SYGNS AND MAFtI~TING.
12.1 Lessee shall not place, construct, maintain, or allow any signs upon the exterior of the
Premises without pi7or written consent of the Town Manager, which consent will not be
unreasonably withheld. Lessee shall include the Town logo on all sighs and items marketing
programs operated, conducted; sponsored, in whole or in part, by Lessee on the Premises.
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12.2 Town shall include references to Lessee on signs and marketingprograms prepared by
or for Town in association with Lessee's operations on the Premises.
12.3 Town shall retain the light to rename the Premises, which, as of the Delivery Date, is
named the "Los Gatos Senior and Adult Recreation Center."
'12.4 During the term of this Lease, including any Option Periods, Town sl~.all have a non
voting seat on Lessee's governing board.
13. ASSIGNMENT AND SUBLETTING.
13.1 Town's Consent Required. Except as permitted or required by this Lease, Lessee shall
not assign this Lease, nor any interest therein, and shall not sublet or encumber the Premises
or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any
other person(s) to occupy or use the Premises, or any portion thereof, without the prior
written consent of Town, which consent will not be unreasonably withheld. This Lease shall
be binding upon any permitted assignee or, successor of Lessee. Consent by Town to one
assigrunent, subletting, occupation or use by another person shall not be deemed to be
consent to any subsequent assignment, subletting, occupation or use by another person. No
assignment,. subletting, or encumbrance by Lessee shall .release it from or in .any way alter
_ _ any of Lessee's obligations under this Lease. Lessee may have the Premises delivered to a
subsidiary company of Lessee, but such at~angement shall in no way alter Lessee's
responsibilities hereunder with respect to the Premises. Any assignnnent, sublettuig,
encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and
shall constitute breach of this Lease. Town may assign any of its rights hereunder without
notice to Lessee, but Town shall not be released from any of its duties or obligations
hereunder unless and until the assignee expressly assumes such duties and obligations for the
benefit of Lessee.
13.2 No Release of Lessee. No subletting or assignment as approved by Town shall release
Lessee of Lessee's obligation or alter the pi7mary liability of Lessee to pay the rent and to
perform all other obligations by Lessee hereunder. The acceptance of rent by Town from any
other person shall not be deemed to be a waiver by Town of any provision hereof. In the
event of default by any assignee of Lessee or any successor of Lessee in the performance of
any of the terns hereof, Town may proceed directly against Lessee without the necessity o.f
exhausting remedies against said assignee.
14. DEFAULTS; REMEDIES.
14.1 Defaults. The occurrence of any one or more of the following events shall constitute a
material default, or breach of this Lease, by Lessee:
14.1.1 Abandomnent of the Premises by Lessee as defined by California Civil Code
section 1951.3;
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14.1.2 Failure by Lessee to make any payment of rent or any other payment required
to be made by Lessee hereunder, as provided in this Lease, where such failure shall
continue for a period of ten (10}business days after written notice thereof from Town
to Lessee. Ln the event Town seiwes Lessee with a Notice to Pay Rent. or Quit
pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit
shall be in addition to the notice required by this subparagraph;
14.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease in any material respect where such failure shall continue for
a period of thirty (30) days after written notice thereof from Town to Lessee;
provided, however, that if the nature of Lessee's default is such that more than tlui-ty
(30) days are reasonably required for its cure, then Lessee shall not be deemed to be
in default if Lessee commenced such cure within said tlui~ty (30) day period and
thereafter diligently prosecutes such cure to completion;
14.1.4 Malting by Lessee of any general ai~angement ar assigrnnent for the benefit of
creditors; Lessee's becoming a "debtor" as de£ixxed in 11 U.S.C. §101 or any
successor statute thereto (unless, in the case of a petition filed against Lessee,. the
same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or
receiver to take possession of all. or substantially all of Lessee's assets located at or
on the Premises or ofLessee's interest in this Lease where possession is notrestored
to Lessee within thirty (30) days; or the attaclunent, execution or other judicial
seizure of all ar substantially all of Lessee's assets located at or on the Premises or of
Lessee's interest in this Lease, where such seizure is not discharged within thirty (3 0)
days.
14.2 Remedies. Tn the event of any material default or breach by Lessee, Town may at any
time thereafter, following any notice required. by statute, and without limiting Town ui the
exercise of any right or remedy which Town may have by reason of such default or breach:
14.2.1 Terminate Lessee's right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Lessee shall immediately surrender
possession of the Premises and Improvements to Town. In such event, Town shall be
entitled to recover from Lessee all damages incui~ed by Town by reason of Lessee's
default including but not limited to: the cost of recovering possdssion of the Premises
and hnproyements; expenses of reletting, including necessary renovation and.
alteration of the Premises and hnprovements; reasonable attorneys' fees; the worth at
the time of the award of the unpaid rent that. had been earned at the time of
termination of this Lease and the worth at the time of award of the amount by which
the unpaid rent fox the period' of one hundred' eighty (180) days after the time of such
award exceeds the amount of such rental loss for the same period that Lessee proves
could be reasonably avoided.
14.2.2 Maintain Lessee's right to possession, in which case this Lease shall continue
in effect whether or not Lessee shall have abandoned the Premises. In such event,
16
Town shall be entitled to enforce all of Town's rights and remedies under this Lease,
including the right to recover rent and other payments as theybecozne due hereunder.
14.2.3 Pursue any other remedy now or hereafter available to Tovsni under the laws
or judicial decisions of the State of California. Town shall have all remedies
provided by law and equity.
14.3 No Relief from Forfeiture After Default. Lessee waives all rights of redemption or
relief from forfeiture under California Code of Civil Procedure sections 1.174 and 1179, and
any other present or future law, in the event Lessee is evicted or Town otherwise lawfully
takes possession of the Premises by reason of any default or breach of this Lease by Lessee.
14.4 Disposition of Abandoned Personal Property. If the Lessee fails to remove anypersonal
property belonging to Lessee fiom the Premises after forty-five{45) -days of the expiration or
termination of this Lease, such property shall at the option of Town be deemed to have been
transferred to Town. Town shall have the right to remove and to dispose of such property
without liability to Lessee or to any person claiming under Lessee, and the Town shall have
no need to account for such property.
1S. INTEREST ON PAST-DUE OBLIGATIONS.
.., ~-.
~,~~~'Except as expressly provided herein, any amount due Town when not paid when due shall bear
_-:interest at the. lesser of tee percent (10%) per year or t11e maximum.rate then allowable by law from
the date due.
16. HOLDING OVER.
If Lessee remains in possession of the Premises or any past thereof after the expiration ofthe tern or
option term hereof, such occupancy shall be a tenancy from month to month with all the obligations
of this Lease applicable to Lessee and at a monthly rental obligation of the Rent in effect at the time
of expiration. Nothing contained in this Lease shall give to .Lessee the right to occupy the Premises
after the expiration of the tern, or upon an earlier termination for breach.
17. TOWN'S ACCESS.
17.1 Access for Ins ep etion. Town and Town's agents shall have the right to enter the
Premises at reasonable times, upon not less than twenty-four (24) .hours prior notice to
Lessee, for the purpose of inspecting same, showing sameto prospective purchasers, lenders
or lessees, and snaking such alterations, repairs, improvements, or additions to the Premises
as Town lnay deem necessary.
17.2 Security Measures. Town shall have the right to require a reasonable security system,
device, operation, or plan be .installed and implemented to protect the Premises or the
Improvements. Should Town, in its sole discretion, require Lessee to install such a security
system, Lessee agrees to bear the sole cost and expense of any security system, device,
17
operation or plan and the installation and implementation thereof Lessee shall obtain
Town's prior approval before instalhuig, implementing or changing any Town approved
security system, device, operation or plan.
17.3 view Locks. Lessee may install new locks on all exterior doors. Lessee shall advise
Town of such action acid shall provide Town with keys to said locks. Lessee shall also
deliver to Town the old locks with keys. Upon termination, Lessee shall leave new locks that
shall become the property of Town.
18.. Il~ISTJRANCE.
Lessee's responsibility for the Premises begins immediately upon delivery and Lessee, at its sole cost
and expense, and at no cost to Town, shall purchase and rnauitahn in full force and effect during the
entire term of this Lease insurance coverage in amounts and ul a form acceptable to Town as set
forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shall be
maintained with respect to Lessee's employees; if any, and all vehicles operated on the Premises.
The policies shall include the required endorsements, certificates of insurance and coverage
verifications as described in Exhibit C. Lessee also agrees to secure renter's liability insurance or its
equivalent.
Lessee shall deposit with the Town Manager, on or before the effective date of this Lease, certificates
of insurance necessary to satisfy Town that the insurance provisions of thus Lease have been
complied with, and to keep such insurance in effect and the certificates therefore on deposit with
Town during the entire term of this Lease. Should Lessee not provide evidence of such required
coverage at least three (3) days priorto the expiration of any existing insurance coverage, Townmay
purchase such insurance, on behalf of and' at the expense of Lessee to provide six months of
coverage.
Town 'shall retain the righit at any time to review the coverage, form, and amount of the insurance
required hereby. If, in the opinion of the Town's Risk Manager (or comparable official), the
insurance provisions in this Lease do not provide adequate protection for Town and for members of
the public using the Premises, the Town Manager may require Lessee to obtain insurance sufficient
in coverage, form, and amount to provide adequate protection as determined by the Risk Manager.
Town's requirements shall be reasonable and shall be designed to assure protection from and against
the kind and extent of risk that exists at the time a change in insurance is required.
The Town Manager shall notify Lessee in writing. of changes in the insurance requu•einents. If
Lessee does not deposit copies of acceptable insurance policies with Town incorporating such
changes within sixty (60) days of receipt of such notice, or in the event Lessee fails to maintain u1
effect any required insurance coverage, Lessee shall be in default under this lease without further
notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate
termination of this Lease at the option of Town.
The procuring of such required policy or policies of insurance shall not be constxued to limit
Lessee's liability hereunder nor to fulfill the indemnification provision and requirements of this
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Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and
total amount of any damage, injury, or loss caused by or connected with this Lease or with use or
occupancy of the Premises.
19. EMINENT DOMAIN.
19.1 If all or any part of the Premises (or the building in which the Premises are located) is
condeiruied by a public entity ui the lawful exercise of its power of eminent• domain, this
Lease shall cease as to the part condemned. The date of such termination shall be the
effective date of possession of the whole or part of the Premises by the condemning public
entity.
19.2 If only a part is condemned and the condemnation of that pant does not substantially
impair the capacity of the remainder to be used by Lessee fox the purposes required by this
Lease, Lessee shall continue to be bound by the terms, covenants, and conditions of this
Lease. However, the then monthly rent shall be reduced in proportion to the diminution in
value of the Premises. If the condemnation of a part of the Premises substantiallyimpairsthe
capacity of the remainder to be used by Lessee for the purposes required by this Lease,
Lessee inay:
-_ __ A: Terminate this Lease and thereby be absolved of obligations under this Lease
,. which have not accrued as of the date of possession by the condemning public entity;
or
- B. Continue to occupy the remaining. Premises and thereby continue to be bound by
the terns, covenants and conditions of this Lease. If Lessee elects to continue in
possession of the remainder of the Premises, the monthly rent shall be reduced in
proportion to the diminution ua. value of the Premises.
C. Lessee shall provide Town with written notice advising Town of Lessee's
choice withiiz thirty (30) days of possession of the part condemned by the
condemning public entity.
19.3 Town shall be entitled to and shall receive all compensation related to the
condemnation, except that Lessee shall be entitled to: (a) that portion of the compensation
which represents the value for t11e remainder of the Lease tern.of any Lessee-constructed
unprovements taken by the condemning public entity, which amount shall not exceed the
actual cost of such improvements reduced in proportion to the relationslup of the date
improvements were completed to the end of the then current Lease term, using a straight line
approach; and (b) any amount specifically designated as a moving allowance or as
compensation for Lessee's personal property. Lessee shall haveno claian against Landlord for
the value of any unexpired term of this Lease.
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20. DISPUTE RESOLUTION.
20,1 Unless othetvvise mutually agreed to, any controversies between Lessee and Town
regarding the construction or application of this Lease, and clauns arising out of this Lease or
its breach shall be submitted to mediation within thirty (30) days of the wi7tten request of
one Party after the service of that request on the otl~er Party.
20.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party
demanding mediation shall request the Superior Court of Santa Clara County to appoint a
mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may
agree to extend the time allowed for mediation under this Lease.
20.3 The costs of mediation shall be borne by the Parties equally.
20.4 Mediation under this section is a condition precedent to filing an action in any court. In
the event of litigation arising out of any dispute related to this Lease, the Parties shall each
paytheu respective attorney's fees, expert witness costs and cost of suit, regardless of the
outcome of the litigation.
21. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE TOWN.
No official or employee of Town or Lessee shall be personally liable for any default or liabilityunder
this Lease.
22. NON-DISCRIMINATION
22.1 Non-discrimination in Lease Activities. Lessee agrees that in the performance of this
Lease and in connection with all of the activities Lessee conducts on the Premises, it shall not
discriinulate against any employee or person because of the race, skin color,. gender, age,
religion, disability, national origin,. anceshy, sexual oi7entation, housing status, marital status,
familial status, weight or height of such person. Lessee acknowledges that is familiar with the
provisions set forth in Section 2.30.510 of the Los Gatos Municipal Code relating to
nondiscrimination in employment and Section 9.73 of the Los Gatos Municipal Code relating
to Town policy against arbitrary discrimination.
22.2 Human Ttights Policy. In connection with all activities that are conducted upon the
Premises, Lessee agrees to accept and enforce the statements of policy set forth in Section
9.73.010 which provides: "It is the policy of the Town of Los Gatos to affirm, support and
protect the human rights of every person withui its jurisdiction. These rights include, but are
not limited to, equal economic, political, and educational oppoiltuuty; equal accommodations
in all business establislunents in the Town; and equal service and protection by all public
agencies of the Town."
20
23. INDEPENDENT CONTRACTOR.
It is agreed that Lessee shall act and be an independent contractor and not an agent nor employee of
Town.
24. CONFLICT OF INTEREST,
.Lessee shall at all times avoid conflict of interest or appearance of conflict of interest hi performance
of this agreement. Lessee warrants and covenants that no official or employee of Town nor any
business entity im which any official or employee of Town is interested: (1) has been employed or
retained to solicit or aid in the procuring of this agreement; or (2) will be employed in the
pei-fornance of this agreement without the divulgence of such fact to Town. In the event that Town
determines that the einployinent of any such official, employee or business entity is not compatible
with such official's or employee's duties as an official or employee of Town, Lessee upon request of
Town shall immediately tezxninate such employment. Violation of this provision constitutes a
serious breach of tlus Lease and Town may terminate this Lease as a result of such violation.
25. 1VIEMORANDUM OF LEASE.
Following execution of this Lease, either parry, at its sole expense, shall be entitled to record a
Memorandum of Lease in the official records of Santa Clara County. Upon ternvnation or expiration
_. of this Lease, Lessee shall execute and record a quitclaium deed as to its leasehold interest.
26. .ESTOPPEL CERTIFICATE.
Irach Party shall, from time to time, upon at least thirty (30) days prior written notice from the other
Party, execute, acknowledge and deliver to the requesting Party a statement in writing: (i) certifying
this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the
modification and certifying that the Lease, as modified, is in full force and effect, and the date to
which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not
to the responding Party's knowledge, any defaults, or stating it any defaults are claimed. Any such
statement may be relied upon by any prospective purchaser or encumbrancer of the Town Property or
any prospective assignee or sublessee.
27. LIENS.
Lessee agrees at its sole cost and expense to keep the Premises fi•ee acid clear of any and all claims,
levies, liens, encumbrances or attaclunents; provided, that Lessee imay contest and such claim, levy,
lien, encumbrance or attaclunent by appropriate proceedings and in a manner which stays the
enforcement. ofthe same.
28. VACATING.
Upon termination of the tenancy, Lessee shall completely vacate the Premises, including the removal
of airy and all of its property. Before departure, Lessee shall return keys and personal property listed
21
on the inventozy to Town in good, clean and saiutaiy condition, reasonable wear acid tear excepted.
Lessee shall allow Town to inspect the Premises to verify the condition. of the Premises and its
contents.
29. NOTICES.
All notices to the Parties shall, unless otherwise requested in waiting, be sent to Town addressed as
follows:
Town of Los Gatos
Attention: Town Manager
110 E. Main Street
Los Gatos, CA 95.030
And to Lessee addressed as follows:
Los Gatos-Saratoga Comnauuity Education and Recreation
Attention: Executive Director
123 E. Main Street
Los Gatos, CA 95030
Notices may be served upon either Party in person, by first. class mail,. or by certified mail whether or
not said mailing is accepted. If notice is sent via facsimile, a signed, hard copy of the material shall
also be mailed, The workday the facsimile was sent shall control the date notice was deemed given
if there is a facsimile machine generated document on the date of transmission. A facsimile
transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following
Monday. These addresses shall be used for service of process.
30. TIME.
Time shall be of the essence in this Lease.
31. AMENDMENTS.
It is mutually agreed that no oral Leases have been entered into and that rio alteration or variation of
the tezYns of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.
32. SIGNING AUTHORITY.
If this Lease is not signed by all Lessees named herein, the person actually sigtung wa~xants that
he/she has the authority to sign for the others.
33. CAPTIONS.
The captions of the various sections, paragraphs and subparagraphs ofthis Lease are for convenience
22
only and shall not be considered or referred to in resolving questions of interpretation..
34. SURRENDER OF LEASE NOT 1VIERGER.
The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not
work a merger, and shall, at the option of Town, terminate all or any existing .subleases or
subtenancies, or may, at the option of Town, operate as an assigrunent of any and all such subleases
or subtenancies.
35. INTEGRATED DOCUMENT.
This Lease, including any exhibits attached hereto, embodies the entire agreement between Town
and Lessee. No other understanding, agreements, conversations or otherwise,with any officer, agent
or employee of Town prior to execution of this Lease s11a11 affect or modify any of the terns or
obligations contained in any docurxre~rts compr7sing this Lease. Any such verbal agreement shall be
considered as unofficial information and in no way binding upon Town. All agreements with Town
are subject to approval of the Town Council before Town shall be bound thereby.
36. WAIVER.
Waiver by Town of one or more conditions of performance or any breach of a conditionunder this
Lease skull not be construed as a waiver of any other condition of performance or subsequent
breaches. The subsequent acceptance by a Party of the performance of any obligation or .duty by
another Party shall. not be deemed to be a waiver of any tern or condition of this Lease. The exercise
of any remedy, right, option or privilege hereunder by Town shall not preclude Town fiom exercising
the carne or any and all otherremedies, rights, options and privileges hereunder and Town's failure to
exercise any remedy, right, option or privilege at law or equity, or otherwise which Town may have,
shall not be construed as a waiver.
37. INTERPRETATIONS.
In construing or interpreting this Lease, the word "or" shall not be construed as exclusive and the
word "including" shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in
accordance with its terms without any str7ct construction in favor of or against any other Party.
38. SEVERASILITY CLAUSE.
if any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any
reason, then such provision shall be modified to the rninirnurn extent necessary to make the provision
legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.
39. GOVERNING LAW.
This Lease shall be governed and construed in accordance with the statutes and laws of the State of
California.
23
40. VENUE.
In the event that suit shall be brought by any Party to this Lease, the Pa~~ties agree that venue shall be
exclusively vested in the state courts of the County of Santa Clara.
41. COMPLIANCE WITH LAWS.
The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the
federal, state and local govei7unents in the performance of their rights, duties and obligations under.
this Lease.
42. BROKERS.
Each party represents that is has not 11ad dealings with any real estate broker, finder, or other person,
with respect to this lease in any man:n.er. Each Party shall. hold harmless the other party from all
damages resulting from any claims that maybe assented against the other partyby anybroker, finder,
or other person with whom the Tiidemiifying Panty has or pui~ortedly has dealt.
43. ATTACHMENTS TO LEASE.
The following exhibits are attached to and. made a part of this Agreement:
"A" - Description of Subject Premises
~~B" -Inventory of Fixtures
"C" -Standard Insurance Requirements
"D" -Los Gatos. Neighborhood Center Policies and Procedures
"E" ---Los Gatos Neighborhood Center Public Use Rental Fee Schedule
"F" -Senior Seiwices Scope of Work
24
IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above
written.
TOWN:
't'own of Los Gatos
LESSEE:
Los Gatos-Saratoga Community Education
And Recreation
Cneg Larson, Town Manager
ATTEST:
Jackie Rose, Town Clerk Adininstrator
APPROVED AS TO FORM:
Orry P. Korb, Town Attorney
Steve Rauwolf, Executive Director
25
LEASE AGREEMElvT
BETWEEN
TOWN OF' LOS GATOS
AND
LOS GATOS-SAIRATOGA COMMUNITY EDUCATION AND RECREATION
EXHIBIT A
DESCRIPTION Or SUBJECT PREMISES
A two-story office and public use building of approximately twelve thousand (12,000) square
feet ii total with rooms including the following; On the first floor, two (2) large ineetiig rooms;.
five (5) smaller meeting rooms/offices; one multi~user men's restroom and one multi-user
women's restroozx~; a kitchen facility with a co~xux~.ercial refrigerator, range/oven, microwave
oven, and steam tray; a reception office; and a reception area. On the second floor, eight (8)
meeting roomsloffices, two (2) single user unisex rest rooms, and a large storage area.
26
LEASE AGREEMENT
BY AND BETWEEN
TOWN OF LOS GATOS, CALIFORNIA
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
EXHIBIT B
INVENTORY OF FIXTURES
Following is a list of fixtures currently contained in the Facility, and their .locations. Town and
LGS Recreation agree that Town and LGS Recreation will agree cooperatively as to which of
these fixtures may be used by LGS Recreation in its operation of the Facility, and which maybe
retained by Town for its use as sublessee. Town makes no warranty as to the condition of
fixtures, and Town and LGS Recreation agree that Town will not replace any fixtures as they end
their useful lives.
Quantity Description Quantity Description
Lobby
1 Wooden Bench 2 Wooden Arm Chair '
1 Wooden Corner Table
Senior Center/Room 1
1 Typing table 1 Coffee maker
5 Ann chair 1 Keyboard tray
1 Corner table
Room 2
24 Stacking chair -blue 1 Folding card table
1 White board 4 6' table
Room 3
19 Stacking chair 1 White board
4 6'table
Lounge/Rooms 4 and 5
1 Sofa - 3 person 1 Coffee table
27
Quantity Description Quantity Description
3 Arm chair S7 Stacking clxair
1 Corner table 2 Folding chess table
5 Folding card table 1 Big screen television
1 Small television 1 Sofa - 2 person
1 Partition door
Rooms 6
1 White board 8 Stacking chair -blue
2 Folding card table
Large Hall/Rooms 11 and l2
25 4' round table 12 8' rectangle table
13 4' .rectangle table 95 Stacking chair
1 Podium 1 Large overhead screen
1 Piano 10 Faux trees
2 Piano bench 1 Partition door
Kitchen
1 Garbage disposal l Oven/range
1 Dishwasher 1 Refrigerator
1 Freezer 1 Microwave
3 Steam tray 3 Steam tray lid
Room 206
32 Stacking chair 7 Folduig card table
Room 214
26 Conference chair 2 1/a crescent table
1 Projector screen 12 Conference tables
28
Quantity Description Quantity Description
1 Chalkboard
Miscellaneous
2 Microphone 1 Television/vcr on cart
29
LEASE AGREEMENT
BY AND BETWEEN
TOWN OF LOS GATOS, CALIFORNIA
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
EXHIBIT C
STANDARD INSURANCE REQUIREMENTS
Insurance Requirements. fox Lessee;
Lessee shall purchase and maintain the insurance policies set forth below on all of its operations
under this Lease at its sole cost and expanse. Such policies. shall be maintained for the full term of
this Lease and the related warranty•period (if applicable). For purposes of the insurance policies
required under this Lease, the term "Town" shall include the duly elected or appointed council
members, commissioners, officers, agents, employees and volunteers. of the Town of Los. Gatos,
California, individually or collectively.
Coverages (RL 28.1A) S
Minimum Scope of Insurance
Coverage shall be at least as broad. as:
1) Insurance Seiwices Office Coirnnercial General Liability coverage (occurrence form
CG 0001).
2) Insurance Services Office form number CA 000.1 (Ed. 1/87) covering Automobile
Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the. State of Califor~ua and
Employer's Liability Insurance (for lessees with employees).
4) Property insurance against all risks of loss to any tenant inprovements or betterments
The policy or policies of insurance maintained by Lessee shall provide the following limits and
coverages:
POLICY
(1) Conunercial General Liability
MINIMUM LIMITS OF LIABILI'T`Y
$1,000,000 per each occu~xence for bodily
injury, personal injury and property damage
(2) Automobile Liability
Includiig Owned, Hired and
Nora-Owned Automobiles
$ 1,000,000 Combined Single Lirnit
30
(3) Workers' Compensation Statutory
Employers Liability $1,000,000 per accident for bodily injury or
disease
(4) Lessee's Property Insurance
Lessee shall procure and .maintain property insurance coverage for;
(a) all office furniture, trade fixture, office equipment, merchandise,
and all other items of Lessee's property in, on, at, or about the
premises and the building, include property installed by,-for,
or at the expense of Lessee;
(b) all other improvements, betterments, alterations, and additions
to the premises.
Lessee's ptoperty insurance must fulfill the following requirements;
(a) it must be written on the broadest available "all risk" policy form or an
equivalent form acceptable to the Town of Los Gatos.
(b) for no less than ninety percent (90%) of the fiill
replacement cost (new without deduction for depreciation)
of the covered items and property; and
(c) the amounts of coverage must meet any coinsurance
requirements of the policy or policies.
(RL 28.2)
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 insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the Town, its officers, officials, employees and volunteers; or the Lessee shall
procure a bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
hisurance shall be in full force .and effect commencing on the first day of the term of this Lease.
Eaeh insurance policy required by this Lease shall:
1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either
pa1•ty, reduced in coverage or in limits except ai~er thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given to the Town.
2. Include a waiver of all rights of subrogation against the Town and the members of the
Town Council and elective or appointive officers or employees, and each party shall
iidemnify the other against any loss or expense including reasonable attoi~ey fees,
resulting from the failure to obtain such waiver. The Town waives this requirement
so long as the Lessee continues to participate in a self insurance pool of public
entities that reserves the right of subrogation. A waiver of all rights of subrogation
shall be required immediately upon the Lessee obtaining insurance through a self
31
insurance pool that does not reserve the right of subrogation or the Lessee obtaining
insurance in the private insurance market.
3, Name the Town of Los Gatos as a loss payee on the property policy.
4. Provide that the Town, its officers, officials, employees, agents and volunteers are to
be covered. as insureds as respects: liability arising. out of activities performed by ox
on behalf of the Lessee; products and completed operations of the Lessee; premises.
owned,. occupied or used by the Lessee; or automobiles owned, leased, lured or
borrowed by the Lessee. The coverage limits defined in a memorandum of
understanding of a self insurance pool of public .entities through which Lessee
obtahis insurance coverage shall be acceptable in lieu of these requirements of this
paragraph 4 which shall apply to coverage obtained in the private insurance market.
5. Provide that for any claims related to this Lease, the Lessee's insurance coverage shall
be primary insurance as respects the Town, its officers, officials; employees, .agents
and volunteers, Any insurance or self insurance maintained by the Town, its officers,
officials, employees, agents or volunteers shall be excess of the Lessee's insurance
and shall not contribute with it.
6. Provide that any failure to comply with reporting or other provisions of the policies
including breaches of warranties. shall not affect. coverage provided to the Town, its
officers, officials, employees, agents or volunteers.
7. Provide that Lessee'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.
8. Lessee agrees to promptly pay to Town as Additional Rent, upon demand, the amount.
of any increase in the rate of insurance on the Premises or on any other part of
Building that results by reason of Lessee's act(s) or Lessee's permitting certain
activities to take place.
Acceptability of lnsurers
All insurance policies shall be issued by California-admitted carriers havuig current A.M. Best's
ratings of no lower than A-:Vll.
32
LEASE AGREEMENT
BETWEEN
TOWN OF LOS GATOS
AND
LOS. GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
EXHIBIT D
LOS GATOS NEIGHBORHOOD CENTER POLICIES AND PROCEDURES
33
ADMINISTRATIVE MANUAL
TOWN OF LOS GA'TOS
Subject: Los Gatos Neighborhood Center Page: 1 of 4 SectionNwnber:
Policies and Procedures
pprcvE:: Effective D t : Revised Date: 04/15/05
1 '~--.-_ ~~-7~0~
PURPOSE
The purpose of this policy is to set forth guidelines for renting the Los Gatos Neighborhood Center,
SCOPE
This policy pertains to any person ar group applying to rent the Neighborhood Center.
POLICY
The Neighborhood Center serves Los Gatos' senior citizens, youth,. civic and service groups, and
residents. As part of a comprehensive community strategy to .meet the needs of Los Gatos citizens, the
Neighborhood Center houses a variety of services and activities in such areas as education, creative arts,
counseling, recreation, leadership development, health, nutrition, social work, and other supportive
services. Programs held at the Neighborhood Center respond to individual differences in lifestyle,
values, experiences, needs, interests,. abilities, skills, age, and health status by providing opportunities
for a variety of types. and levels of involvement.
Rooms in the Neighborhood Center may be xented for community activities and private parties, This
document defines policies and procedures for Neighborhood Center use and reservation. requirements.
NEIGHBORHOOD CENTER
Room N Maximum Occupancy Room. Description
11-12 200 people banquet style setting; or
365 people auditorium style setting Multi-Purpose Auditorium
4-5 49 people Lounge -informal setting
206 2S people Craft Room
208 25 people ~ Conference Room (no food or
beverages allowed)
214 2S people Conference Room (ne food or
beverages allowed)
N:\CSD~8020\REPOR'1'S\NC OUIDELNS.wpd
y ...•
Apri126,2005
34
PRIORITY
The Town reserves the right to reschedule or cancel any scheduled use of the Neighborhood Center as
warranted by the needs of the Emergency Operations Center {EOC). Mandatory EOC and emergency
police matters take priority over any .and all room reservations.
ELIGIBLE APPLICANTS
The Downtown Neighborhood Center maybe reserved by the categories of users listed below.
ategory I Government Agencies and Senior Organizations:
a) Federal, state, county, and municipal agencies that provide Los Gatos
citizens a service.
b) Nonprofit organizations that provide activities specifically for Los Gatas's
senior citizens, including but not limited to Los Gatos-Saratoga Community
Education and Recreation.
Community Organizations;
a) Nonprofit organizations that have obtained 501(c)3 ruling (must be
documented by a ruling letter from the California Secretary of State),
Category II b) Service Groups which provide recreational, cultural, leisure, or other
community service activities to Los Gatos residents, including the Los
Gatos-Saratoga Community Education and R@creation.
c) Public elementary, middle, and high schools serving Los Gatos residents.
Other Applicants:
Applicants not qualifying under Categories I or II may be considered under
Category III as "residents" or "non-residents."
a). Resident: Applicants must reside within incorporated Town of Los Gatos
limits, or be employed by the Town of Los Gatos municipal government.
Category III Applicant must show proof of residency or employment by the Town. To
"
qualify as a
resident" group, at least 51 percent of the Board of Dtreetors
or membership attending the function must be Los Gatos residents.
b). Non-Resident: Applicants who do not meet the definition of a resident,
above, including City of Monte Sereno and Santa Clara County residents
with a Los Gatos address.
INELIGIBLE APPLICANTS
Use of the Neighborhood Center shall not be granted for:
1. Commercial use by private groups or individuals for the purpose of sales, ..promoting or
negotiating for sales for profit.
2. Any group or individual, political or otherwise, that acknowledges its intent to use the facility
N:1CSD\8020\REPORTS\NC (3UIDELNS.wpd
.January 5, 2005
35
to advocate the overthrow of the United States Government or the State of California by force
or violence or other unlawful means or to violate any pthor County, State, or Federal rules,
regulations, ordinances, or laws.
3. Uses which are deemed to be of a hazardous nature or of a nature which endangers property or
which are not in the public interest.
4. Use by groups or individuals who interfere with the regular conduct of Town business,
DEFINITIONS
Bnllding Attendant:
For the Neighborhood Center, a Building Attendant is required if alcohol is served. A Building
Attendant .is also required if fifty or more people are in attendance and the event is scheduled during
non-business hours. The Town will schedule the Building Attendant,
Security Guards
If alcohol is served, regardless of meeting.size or time, a security guard is required. The security guard
is hired directly by the applicant, subject to approval of qualification by the Town. Verification of
services must be submitted to the Neighborhood Center no later than two weeks prior to the scheduled
event,.
RESERVATION PROCEDURES
To reserve a room at the Neighborhood Center, applicants must. first verify the room is available and
that they-fall. within one of the three categories of eligible users. Applicants may either call the
Neighborhood Center at (408) 354-6820 or stop by during normal business hours to verify availability.
i. A temporary hold may be put on a room for up to five working days without. a signed
application. The hold is automatically released on the fifth day, if an application is not received.
2. Reservations are processed on a "first come, first served" basis. A reservation may be made up
to six .months in advance by submitting an application, Release of Liability, and any deposit
required. All applications must be submitted with original signatures.
3. The following documents must be submitted and approved no later than two weeks prior to the
scheduled event;
Certificate of Insurance and Endorsement:
$J.,000,000 liability insurance is required for standard use and when alcohol is not served
$2,000,00Oliability insurance is required if alcohol is served
Release of Liability, Assumption of Risk and Indemnity Agreement
Complete payment for room and Building Attendant if required. The Town will issue an invoice
for the balance due. All checks are to be made payable to "The Town of Los Gatos." The
Town cannot accept credit card payments.
Proof of security guard services if required.
N:\CSD\8020UiEPORTSWC GUIDELNS.wpd 3 January 5, 2005
' _ a - ~ Li9
36
Copies of any and all flyers, invitations, and or advertisements if the party or meeting is open
to the public.
Copies of all required permits and Police approvals.
5. If an event is to be held when the Neighborhood Center is normally closed, after 5:00 p.m.
Monday through Friday or during the weekend, a key for the building may be picked up from the
receptionist on the day of the event or on the Friday before the weekend by 4:30 p.m. Persons
picking up keys must sign for them and be at least 18 years of age. TCeys .are to be returned
immediately following the event by using the drop-box located in the lobby of the Neighborhood
Center.
6. .The Building Attendant will open and close the facility (see Use Regulation regarding tho Building
Attendant, attached).
APPROVED A5 TO FORM: ~~~
Town Attorney
N:\CSD1RO20\RGPORTSWC GUIDCLNS.wpd
37
Attachment A
NEIGHBORIIOOD CENTER USE REGULATIONS
Any person or persons violating the established policies or constituting a public nuisance may be required
to leave the facilities. Misuse of the facilities or failure to conform with other applicable Town, state, or
federal rules, regulations, ordinances, or laws will be sufficient reason for terminating the permit or event.
'l'he Town Manager, or a duly authorized representative on duty, shall'have the right to enter all facilities
at all times during any and all occupancies.
Liabili '
Applicant is liable for all damage to the facilities and equipment resulting from the applicant's use.
Applicant will be charged far the re-keying of the building for .lost keys, facility and equipment repair
costs, or equipment replacement costs resulting from applicant's use.
The Town of LGS Gatos is not responsible for accidents, injuries, illnesses, or loss of group or individual
property. The Town requires proof of insurance coverage. Applicants must provide a Certificate of
Insurance and Bridorsement.
Security Deposit;
If a reservation is canceled 14 or more days before the scheduled event, 100 percent of the security deposit
and room rental fees which have been paid to the Town will be returned. If notice of cancellation is given
13 or fewer days before the scheduled event, 50 percent of the room rental. fees paid to the Town will be
refunded; none of the security deposit may be refunded with a notice of fewex than 14 days.
Time .Limits:
The facility may be reserved for up to 10 hours per evenl.
.4¢e Requirements: '
'Applicants must be 18 years of age or older (21 or older if alcohol is to be served at the event) and must
be present during the reserved. use of the facility.
Groups composed of minors must be supervised by at least 1 adult for every 10 children (under the age of
18) at all times while they are using the facilities.
Food & Beverages:
Food and beverages are allowed in the flail (Rooms 11 & 12) and Lounge (Rooms 4 & 5), o_ nly.
Absolutely no food or drink shall be taken Into the upstairs conference rooms.
Smokin
Smoking is not permitted in or near the Neighborhood Center facilities, including parking and exit areas.
Room Set-Ua:
Applicants are responsible for all setup before their event, including setting up tables and chairs, and
installing decorations. Applicants are also. responsible for all clean-up after their event, including stacking
of tables and chairs, and removing all decorations, special preparations, and personal items. Any desired
N:\CSD\8020\REPOR'rS\NC GUItlELNS.wpd
38
' decorating, or changes to the facilities, .must be discussed with the Town at the time of application.
Applicants must include set-up and clean-up time in the scheduled hours of use. The facility must be left
secure, clean, and in good order.. Any decorations and special preparations are subject to the following
restrictions;
a. All decorations must be flame proof or fire retardant.
b. All decorations must be applied with low-tack painter's tape. Using cellophane adhesive tape,
nails, staples, screws, etc., is NOT allowed. All tape must he removed from aq surfaces at the
conclusion of the event.
c. Decorations may NOT be hung from light fixtures, ceiling, smoke detectors, emergency lights,
or acoustical wall/ceiling tiles.
d. Absolutely NO open flames are allowed, including candles.
e. All plants, trees, and shrubs must be in waterproof containers and must be carefully placed so
as not to damage the floor or block fire exits.
f. No foreign substance may be applied to the floor.
g. No rice, birdseed, confetti, or any similar substance, may be thrown in or around the
Neighborhood Center (e.g., during wedding receptions)..
Licensing & Permits:
The applicant shall procure at his/her own cost and expense, all permits and licenses required for the
intended use or activity at the Neighborhood Center. This includes, but is not limited to:
1. Sales of alcohol requires none-day liquor license from the Alcoholic Beverage Control Baard,
100 Paseo de San Antonio, San Jose 408-277-1200.
2. Gambling or wagering at the Neighborhood Center is prohibited without a permit from the Los
Gatos/Monte 5ereno Police Department, 110 East Main Street, Los Gatos 408-354-5257.
3. A dance that is open to the public (attendance of 50 or more persons) must be approved by the
Chief of Police. Evidence of approval must be submitted to the Neighborhood Center at least
two weeks prior to the scheduled event.
Noise Level:
All Neighborhood Center users are to respect the individual rights and properties of neighbors and tenants
located by, near, and nn Town property, Noise level is to be kept at a minimum.
Equal Op oak
Users may not restrict membership on the basis of age, sex, color, race, marital status, .sexual orientation,
ancestry, physical or mental disability, medical condition, religion, place of national origin, or any other
basis prohibited by law. Furthermore, use of the Neighborhood Center will not be restricted because of
age,. sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, medical
condition, religion, place of national origin, or any other basis prohibited by law.
Exceptions:
Any exceptions to these use regulations must be approved, in writing, by the Town Manager.
N.\CSD\80201REPORTSWC GUIDELNS.wpd
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39
LEASE AGREEMENT
BETWEEN
TOWN Or LOS GATOS
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
EXIiIBIT E
LOS GATOS NEIGHBORIIOOD CENTER PUBLIC USE RENTAL rEE SCHEDULE
COMMUNITY SERVICE FEES
A. Los Gatos Downtown l~Tei~hborhood Center Fee Schedule
Rental fees may be paid at the time of the application or any tune no less than two weeks before
the scheduled date.
a. If rental fees are not paid at least two weeks prior to the event, then the application maybe
terminated.
b. If a reservation is cancelled at least two weeks before the scheduled event, 100 percent of the
security deposit and room rental fees which may Have been paid to the Town will be
returned.
c. If notice is liven to cancel an event less than two. weeks before the scheduled event, half of
the room rental fees and none of the securit~eposit paid to the Town will'be returned.
d. Any required securi • deposit must be paid at the time the reservation form is submitted to
secure the reservation.
Conference
Hall .Kitchen Lounge Room
Category; Government Agencies, No No No No
Community Service Organizations Charge Charge Charge Charge
Serving Los Gatos' Senior Citizens,.
And Neighborhood Center Tenants
Cate oiy LI: Coimnuiuty Service Groups
1. Activities (non-profits)
Ther^e is a 2-hour^ r~airairraurn for^ all r^eratal usage.
a. Resident $30.00/hr No Charge $15.00/hr $10.OObr
b. Non-Resident $100.00/hr No Charge $40.00/hr $30.OOI~hr
c. Security Deposit $300.00 No Charge $100.00 $100.00
d. SectutityDcposit-alcohol $500.00 No Charge $500.00 $500.00
40
2. Fees Charged for Fundraising Activities
Ther°e zs a 2-hour nizninaurn foY all rental usage.
a. Resident $100.00/hr No Charge $40,00/hr $30.OO~ar
b.Non-resident $200.00/hr No Charge $80.U0/hr $60,OCVhr
c. Security Deposit $300.00 No Charge $100.00 $100,00
d. Security Deposit -alcohol $500.00 No Charge $500.00 $500.00
Conference
Hall Kitchen Lounge .Room
Category III; Private Parties
There zs a 2-ltiour rninimurn for all rental usage,
a. Resident (Including Town Employees) $ i 00.00/hr No Charge $40.00/lu $30.0(lVl7hr
b. Non-Resident $200.00/hr No Charge $80.00/hr $60.OQh~r
c. Secuzxty Deposit $300.00 No Charge $100.00 $100.00
d. SecurityDeposit- alcohol $500.00 No Charge $500.00 $500.00
Building Attendant:
A~Building Attendant is required under any of the following circumstances:
=`y • alcohol is served
• moxe than 50 people are in attendance
• a meal is provided .
Building Attendants are employed by the Town on behalf of the applicant. The cost paid by the
applicant for the Building Attendant's time is the prevailing wage set by the Town's S glary Schedule.
Time over 8 hours per day is charged at the prevailing overtime wage set by t11e Town's Salary
Schedule.
Security Guard:
Security Guaxds are hired directly by the applicant. Verification that services have been contracted
for must be submitted to the Neighborhood Center office at least two weeks-prior to the scheduled
event, A Security Guard is required is required to be present at the facility under any of the
following circumstances:
• alcohol is served, arid;
• more than 75 people are in attendance
Applicants:
The Downtown Neighborhood Center maybe scheduled by the categories of users listed below:
1. Catesory I: Government Agencies; Senior Organizations, and Neighborhood Center
Tenants. Groups qualifying as goverrunent agencies and senior organizations include the following;
41
Federal, state, county, and municipal agencies that provide a community
service for the citizens of Los Gatos.
Organizations, including the Los Gatos-Saratoga Department of
Comtnuiuty Education and Recreation which provide activities specifically
for Los Gatos'
senior citizens.
Neighborhood Center Tenants which provide a commmunty service that does
not involve fundraising.
Cate~orYll: Cozntnunity Service Croups
Groups qualifying as community service groups include the following:
• Nonprofit organizations, which have obtained 501(c) 3 ruling fiom tlae State
(must be documented by Luling letter from State).
• Los Gatos Service and Community organizations -groups that provide
recreational,. cultural, leisure or other conununity service activities to Los
Gatos residents,. includnig the Los Gatos-Saratoga Depatttnent of Cozxununity
lducation and. Recreation.
• Los Gatos Elementary School District and the Los Gatos Joint Union High
School District.
Category III:. Private parties
• Resident
For private parties or wedding receptions to qualify for the resident fee,
($60/hr) the Neighborhood Centex may be reserved either by a Los Gatos
resident or by anon-resident's immediate family member wllo is a Los
Gatos resident, An immediate family member is defined as: mother,
father, sibling, and children of applicant, grandparents, stepchildren and
parents. .
• Non-Resident
Applicants who do not meet above criteria.
Priori
Category I applicants have prioi7ty over Category II and III applicants for use of the Center.
General Regulations:
1. Use is limited to ten hours.
2. If use exceeds hours on application form, then fee is charged at 1.S times the rate.
3. All checks made payable to the Town of Los Gatos
4. Refundable deposits are retunied within forty-five days by the Town of Los Gatos.
42
Definitions•
Resident
a. To qualify as a "resident" group, at least 51 percent of the Board of Directors or
membership attending the .function must he Los Gatos residents
b. Documentation required for a. above: Drivers license or other personal picture
identification, including the applicant's address and telephone number.
2. Non-Resident
"Non-resident" groups are those that meet all of the cr7teria of a community service
group, but do not meet the definitiorx of a "resident".
3. Fundraising Activities
a. Community service groups applying for use of the facility to hold a fundraising
activity or activity for which admission or a fee is charged must meet all of the
czxtez~.a under a. above. Resident ornon-resident rates are charged depending on
the residence of members or activity attendees.
b. Tenants of the Town of Los Gatos applying for use of the facility to hold a
fundraising activity will be required to pay the necessary fees under Category II.
B. Pra~ram Space for Nan-Profit Agencies $1.75/sq. ft./month
Neighborhood Center tenants inay schedule rooms in the facility for business purposes. Fees
are not collected unless the value of the space scheduled exceeds $50 x sq. ft. leased on
annual cumulative basis
43
LEASE AGREEMENT
BETWEEN
TOWN OF LOS GATOS
AND
LOS GATOS-SARATOGA COMMUNITY EDUCATION AND RECREATION
EXHIBIT F
SENIOR SERVICES SCOPE OF WORK
DIRECT SERVICES
Los Gatos Community Education and Recreation shall ensure the provision ofservices/programs
to include services/programs similar to the following list in scope aiad participation using its own
staff or via contract:
1. Wednesday afternoon movies (once per month)
2. Wednesday games program (weekly)
3. Senior center dances (once per quarter)
4. Bus ti7ps (once per quarter)
5. Senor Thanksgiving. dinner (one per year).
6. Senior picnic (one per year)
7. Senior show (one per year)
8. Senior Center newsletter (bi-monthly)
9. Information and referral to other agencies (ongoing)
10. Recreation classes will be expanded significantly as demand warrants. Examples include:
language, arts and crafts, computer, and other special interest classes.
INDIi2ECT SERVICES
Los Gatos Commu~uty Education and Recreation shall provide appropriate facility space and
administrative support as needed for the following services, to be provided by outside agencies.
LGS Recreation is under no obligation to provide the services directly.
1. Health presentations (once per month)
2. 55-Alive driving. class
3. Grief support group
4. Blood pressure screenings
5. Brown bag grocezy distribution (once per week)
6. Live Oak Senior Nutrition Program lunchtune meal service (once per week)
7. Happy Hoofers walking group
8. Older Woimen's group
9. HICAP insurance counseling. (by appointment)
10. Income tax preparation (by appointment)
11. BART ticket sales (ongoing)
12. Hosting and organizing new groups and affiliates as interests warrant. Examples include:
computer club, genealogy club, bridge club, etc.
44