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:
ATTE
SIGNED:
~/IRNG /19oAJt~'
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
CLE AD 1NISTRATOR OF THE TOWN OF LOS GATOS
LOS ,CALIFORNIA
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.. RENT ................................................................................................................................ . 2
4. USE OF PREMISES ......................................................................................................... 3
5. HAZARDOUS MATERIALS .......................................................................................... 5
6. UTILITIES AND OPERATING EXPENSES ................................................................ 7
7. TAXES ...............................................................................................................................8
8. MAINTENANCE ....... ...................................................................................................9
9. TENANT IMPROVEMENTS ....................................................................................... 10
10. HOLD HAI~tMi.ESS/INDEMNIFICATION ................................................................ 11.
11. DAMAGE, DESTRUCTION AND TERMINATION ................................................. 11
12. SIGNS AND MARI{ETING .......................................................................................... 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-DISCRIlVIINATION ............................................................................................. 20
23. INDEPENDENT CONTRACTOR .............................................................................. 211
24. CONFLICT OF INTEREST .......................................................................................... 21
EXHIBIT A
Page i of ii
LEASE AGREEMENT
BETWEEN
TOWN OI' LOS GATUS
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
"Panties" or the "Parties to this Lease." The Town Manager serves as Contract Administrator fortlis
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, coimnonly lrnown as 20$ East Main Street (herein the "Premises")
and more particularly described in Exhibit A attached hereto and incorporated herein byreference.
The Premises consists of approximately twelve thousand {12,000) square feet ofineeting 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 thePremises "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 governmental 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 goverunental laws, rules and regulations.
2. TERM.
2.1 Original Tern. Unless extended or sooner terminated, the term of this Lease shall be fox
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 is now 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 have the option to extend
the initial tern of this Lease for two (2) additional periods offive (5) years ("Option Period")
impracticable to fix. Such costs include, without limitation, processing, .accounting and late
charges that may be 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
incur by 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 Payment Procedures. Lessee's obligation to pay rent shall continence upon the
Delivery Date of this Lease. If the Delivery Date occurs on a date other than the first of any
month, monthlyrent for the first acid last month of this Lease shall be prorated based on a 30-
daymonth. Rest payments shall be delivered to Town Finance Department, 110 E. Main
Street, P.O. Box 6'SS, 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 skull
not constitute an acquiescence ar waiver by Town and shall not prevent Town from enforcing
Section 3.3 (Late Charge) ar 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 fiom Lessee at anytime against any obligation due and owing by Lessee
under this Lease, regardless of any statement appearing on or refen•ed to in anyremittance
from Lessee or any-prior application of such payments.
3.5 Partial Payment. The receipt by Town of a partial payment of any amount due to
Town endorsed as payment in full will be deemed to be a partial payment 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, and not
subject to any abatement, set off, defense, recoupment or reduction.
4. USE OF PREMISES..
4.1 Required Uses. Throughout the term 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 pui~oses.
4.1.3 Until December 31, 2013, Sublease one thousand two hundred and sixty-two
(1,262) square feet of offioe 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
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 halUmeeting 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 Pr emises 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 peirnit or allow the Premises to be used for anyunlawful 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 item to emanate from the Premises. No materials or articles of any mature
shall be stored outside upon any portion of the Premises. Lessee will not use Premises in a
i~auaner that increases the zisk of fire, cost of fire insurance or improvements thereon. No
unreasonable sign orplacard shallbe 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, motoxcyeles, 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 vehicle shall take place on the
Premises or the street in front of said Preir~ises.
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 of the Premises, or
the fitness of the Premises for 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," "ixruninently 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,15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of
1899, 33 U.S.C..Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials
Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and
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Hazardous Material contaminating aproperty, if the contalnuiation resulted from such party's
action or use of theproperty in question; or, (iii) the proposed assignee orsublessee 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. Eacli 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 agavnst any and all claims, liabilities,
penalties, forfeitures, losses, and/or expenses, including without limitation, duninution in
value of the Premises, damages for the loss or restriction on use of the rentable or usable
space or of any aineiuty of the Premises, dammages 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 liixutataon, groundwater, sewer systems, and
atmosphere), arising from, caused, or resulting, either prior to or dui7ng the Lease Term, 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, ox 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 Indemnifying Party or
its employees, agents, customers, sublessees (other than the Town in the case where Tenant
is the Indemnifying. Party), assignees, contractors, or subcontractors (whether or not they are
negligent, intentional, willful or unlawfiil) 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 necessa1y 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 Tenn.
5.6 Town's Right to Perform Tests. At any time prior to the expiration of the Lease Tenn,
Town shall have the right to enter upon the Premises in order to conduct tests of water and
soil. Before exercising such right, 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 for all expenses associated with the
operation of the Premises, uicluding but not luxuted to the fiuiushing of gas, water, sewer, electricity,
telephone service, garbage pickup and disposal, .other public utilities and custodial service. During
the term of the 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
regarding any activities which take place at the Premises.
$. MAINTENANCE.
8.1 Town and Lessee Responsibilities. Lessee at Lessee's expense, shall perform all intei7or
maintenance and repairs, including all painting, necessary to keep the Premises infirst-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 or replacements or repairs or replacements to building systems (e.g., phunbing,
eleetxxcal, water, sewer, etc,) unless the need for such repairs or replacements is due to the
negligence or willful misconduct of Lessee. In addition, Lessee shall maintain, at Lessee's
expense, all equipment, furnishings and trade 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 foundationrepaix, 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 timely manner to enable
continued operation of the facility with a minimum if any service 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 period 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 fox 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
perforn any maintenance work for which Lessee is responsible within a reasonable tune (as
determined by the 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%) adminuistrative 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 perforn maintenance as provided in this
Section.
8.3 Maintenance of Corrunon 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.
9
10. HOLD HARMLESS/INDEMNIFICATION.
10.1 Ilidemnification. To the extent permitted by law, each Party (an "Indemnifying Party")
agrees to protect, defend, bold 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 maybe 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 arisuig from the Indemmufying 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 Matei7als
uidemnity contained in this Lease and shall survive shall survive the expiration of or early
termination of the Lease Tern.
10.2 Waiver of Claims. Each Party (a "Waiving Farty") waives any claims against the other
Party for injury to the Waiving Party's business or airy loss of income therefrom, for damage
to the Waiving Party's property, or for injuryor death of any person in or about the Premises
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 TERMIl~IATION.
11.1 Restoration of Premises by Lessee.
11.1.1 Destruction Due to Risk Covered by Insurance. If, during the tern, the
Premises are totally or partially destroyed from a risl~ covered by the insurance
described in Section 18 (hisurance), rendering the Premises totally or partially
inaccessible or unusable, Lessee shall restore the Premises to substantially the same
condition as it was in inunediately before 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 insurance proceeds mustbe dixeeted toward
this purpose. Such destruction shall notterninate this Lease. If the laws existing at
that time do xaot pernit the restoration, either party can tei7nulate this Lease
immediately 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 snake the loss adjustment with the insurance company insuring
the loss. T11e proceeds shall be paid directlyto Lessee forthe sole purpose of
making the restoration of the Premises in accordance with this Lease.
B. Maior .Loss -Insurance Trustee. If, during the term of this Lease, the
11
periods, and proof that the Premises are free of all mechanics' liens and lienable
claims.
P ayrnents shall be made on presentation of certificates or vouchers from the architect
or engineer retained by Lessee showing the amount due. If the Insurance Trustee, in
its reasonable discretion, determines that tyre 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 or vouchers approved by the
axchitect ox engineer retained by the:Irrsurance Trustee. The reasonable expenses and
charges of the .architect or engineer retained by the Insurance Trustee shall be paid by
the insurance trustee out of the trust fund. Both parties shall promptly execute all
docurnenis and perform all acts reasonably required by the Insurance Trustee to
perform its obligations under this section.
Any undisbursed fiends after compliance 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 by Lessee.
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 RestoringPrernises. When Lessee is obligated to restore the
Prenuses within sixty (60) days .Lessee at its cost shall prepare fmal 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 plans, .specifications, and working drawings, Town shall notify
Lessee of its objections and Town's proposed solution to each objection. Lessee
acknowledges thatthe plans,. specifications, and working drawings shall be subject to
approval of the appropriate governmental bodies and that they will be prepared in
such a rnanxrer 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 governmental bodies, all required permits have been obtained
(subject to a reasonable extension for delays resulting fiorn causes beyond
Lessee's reasonable control), and Lessee has received all insurance proceeds
13
.12.2 Town shall include references to Lessee on signs and marketing programs prepared by
or for Town in association with Lessee's operations on the Premises.
12.3 Town shall retain the ilght to .rename the Pxemises, 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 (~ptioxx Periods, Town shall 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
wrYtten 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
assigmnent, 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 arrangement shall in no way alter Lessee's
responsibilities hereunder with respect to the Premises. Any assigmnent, subletting,
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 ox assignment as approved by Town shall release
Lessee of Lessee's obligation or alter the pr7mary liability of Lessee to pay the rent and to
perform all other obligations by Lessee hereunder. The acceptance ofrentbyTown fiom 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 irx the performance of
any of the terms 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 mare of the following events shall constitute a
material default, or breach of this Lease, by Lessee:
14.1.1 Abandonrment of the Premises by Lessee as defined by California Civil Code
section 1951.3.;
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Town shall be entitled to enforce all of Town's rights and remedies under dais Lease,
including the right to recover rent and other payments as theybecome due hereunder.
14.2.3 Pursue any other remedy now or hereafter available to Town 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 i7ghts of redemption or
relief from forfeiture under California Code of Civil Procedure sections 1174 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 ofAbandoned Personal Property. If the Lessee fails to remove anypersonal
property belonging to Lessee fiom the Premises after forty-five (4S) 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 clainning under Lessee, and the Town shall have
no need to account for such property.
15. 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 ten percent (10%) per year or the maximum .rate then allowable by law from
the date due.
16. HOLDING OVER.
If Lessee remains in possession of the Premises or anypast thereof after the expiration of the teen or
option term hereof, such occupancy shall be a tenancy from month to month with all the obligations
of tlus Lease applicable to Lessee .and at a monthly rental obligation of the Rent in effect at the tune
of expiration. Nothing contained in this Lease shall give to.Lessee the right to occupy the Premises
after the expiration of the teen, or upon an earlier termination for breach.
17. TOWN'S ACCESS.
17.1 Access for Inspection. 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 same to prospective purchasers, lenders
or lessees, and malting such alterations, repairs, improvements, or additions to the Premises
as Town may deem neeessaiy.
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
Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the fii11 and
total amount of any damage, .injury, or loss caused by or co~~unected 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
conderruied by a public entity ui the lawfiil 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 ofthe whole or part of the Premises by the condernxiing public
entity.
19.2 If only a part is condemned and the condemnation of that part does not substantially
hnpair the capacity of the remainder to be used by Lessee for 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 substantially impairs the
capacity of the remainder to be used by Lessee for the purposes required by this Lease,
Lessee may:
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 duninution in value of the Premises.
C. Lessee shall provide Town with written notice advising Town of Lessee's
choice within 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 the remainder of the Lease tern.ofany 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 cui~ent Lease term, usuig a straight line
approach; and (b) any amount specifically designated as a moving allowance or as
compensation far Lessee's personal property. Lessee shallhave no claun against Landlord for
the value of any unexpired term of this .Lease.
19
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 ofinterest ui performance
of this agreement. Lessee warrants and covenants that no official or employee of Town nor any
business entity in 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
performance of this agreement without the divulgence of such fact to Town. In the event that Town
detei7nines that the employment of any such official, employee or business entity is not compatible
wit11 such official's or employee's duties as an official or employee of'I'own, Lessee upon request of
Town shall iixunediately tei7ninate such employment. Violation of this provision constitutes a
serious breach of tlus Lease and Town maytei7ninate this Lease as a result of such violation.
25. MEMORANDUM OF LEASE.
Following execution of this Lease, either party, at its sole expense, shall be entitled to record a
Memorandum of Lease in the official records of Santa Clara County. Upon termination or expiration
of t1~is Lease, Lessee shall execute and record a quitclaun deed as to its leasehold interest.
26. ESTOPPEL CERTIFICATE.
IJach Party shall, from time to tune, upon at least thirty (30) days priox 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 modif ed, stating th.e 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 Pasty's knowledge, any defaults, or stating if any defaults are claimed. Any such
statement may b e 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 free and clear of any and all claims,
levies, liens, encumbrances or attaclunents; provided, that Lessee may contest and such claim, levy,
lien, encumbrance or attaclunent by appropriate proceedings at~d in a mamzer which stays the
enforcement of the same.
28. VACATING.
Upon termination of the tenancy, Lessee shall completely vacate the Premises, includingthe removal
of any and all of its property. Before depart~ue, Lessee shall return keys and personal property listed
21
only and shall not be considered or referred to in resolving questions of interpretation.
34. SURRENDER OF LEASE NOT MERGER.
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 assigmnent 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 prYOr to execution of this Lease shall affect or rmodify any of the teens or
obligations contained in any docunrents compr7szng this Lease. Anysuch 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 byTown of one or more conditions of performance or any breach of a condition under this
Lease shall not be construed as a waiver of any other condition of perfol7nance 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 fiorn exercising
the sarme or any and all other remedies, 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 terns without any str7ct construction in favor of or against any other Party.
38. SEVERABILITY CLAUSE.
Tf airy 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 rrrirrirnurn extentnecessary tomake 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
IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above
written.
TOWN:
'down of Los Gatos
LESSEE:
Los Gatos-Saratoga Community Education
And Recreation
Cneg Larson, Town Manager
ATTEST:
Jaclrie Rose, Town Clerk Adininstrator
APPROVED AS TO FORM:
Orry P. Korb, Town Attorney
Steve Rauwolf, Executive Director
25
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 Ann Chair '
1 Wooden Corner Table
Senior Center/Room 1
1 Typing table 1 Coffee maker
5 Ann chair 1 Keyboard tray
1 Corner table
Roam 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
l Chalkboard
Miscellaneous
2 Microphone 1 Television/vcr on cart
29
(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 property 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 full
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
Airy deductibles or self-insured retentions must be declared to and approved bythe 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.
Tnsurance shall be in full force and effect commencing on the first day of the term of this Lease.
Each insurance policy required by this Lease shall:
1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given 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
uideiruufy the other against any loss or expense including reasonable attorney 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 uisurance 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
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
PRIORTTY
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 Recreation. '
c) Fublic 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 Directors
or membership attending the function must be Los Gatos residents.
b). Non-Resident: Applicants who do not meat 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 far 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 OUIDELNS.wpd
January 5, 2005
35
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. Keys 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 the Building
Attendant, attached).
~ ~~~
APPROVED AS TO FORM:
Town Attorney
N:\CSDW R20\R [pORTSW C GUIDELNS.wpd
37
' decorating, or changes to the facilities, mast 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 be removed from all .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).
Licensin¢ & 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 alcoltol requires none-day liquor license from the Alcoholic Beverage Control Board,
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 Sereno Police Department, 110 East Maio 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 on Town property. Noise level is to be kept at a minimum.
Equal Ooportunit
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;\CSD18020\REPOR7sWC GUIDELNS.wpd
- `~.. aeav~nvssamxnrs
39
2. Fees Charged far Fundraising Activities
They°e is a 2-houf° nai~ai~num for all rental usage.
a. Resident $100.00/hr No Charge $40.00/hr $30,0(ubr
b,Non-resident $200.00/ln• No Charge $80.00/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 '
The~•e is a 2-IZOUr minimum for all ~°erzt~l usage.
a. Resident (Including Town Employees) $100.00/hr No Charge $40.00/lu $30.OOihr
b. Non_Resident $200.00/hr No Charge $80.00/hr $60,OO~hr
c. Secuz7ty Deposit $300.00 No Charge $100.00 $100.00
d. Security Deposit- alcohol $500.00 No Charge $500.00 $500.00
Building Attendant:
A Building Attendant is required under any of the following circumstances:
• alcohol is served
• more 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 tune is th e prevailing wage set by the Town's Salary S chedule.
Tune over 8 hours per day is charged at the prevailing overtime wage set by the Town's Salary
Schedule.
Security Guard:
Security Guards are hired directly by the applicant. Verification that services have been contracted
far 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
followug circumstances:
• alcohol is served, and;
• more than 75 people are in attendance
Applicants:
The Downtown Neighborhood Center may be scheduled by the categories of users listed below:
1. Category I: Government Agencies; Senior Organizations, and Neighborhood Center
Tenants. Groups qualifying as goverrunent agencies and senior organizations include the following:
41
Definitions
Resident
a. To qualify as a "resident" group, at least 51 percent of th.e Board of Directors or
.membership attending the function must be 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 criteria of a cormnunity service
group, but do not meet the definition of a "resident".
3. Fundraising Activities
a. Community service groups applying for use of the facility to hold a fundraising
activity or activity fox which admission or a fee is charged must meet all of the
cxxtezxa under a. above. Resident ornon-resident rates are char ged 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. Pragram 5.pace for Nan-Profit Agencies $1.75/sq. ft./month
Neighborhood Center tenants may 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