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1993-088-Authorizing The Town Manager To Execute Lease Agreements With Tenants For FY 1993-94RESOLUTION 1993 -88 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE LEASE AGREEMENTS WITH TENANTS FOR FY 1993 -94 BE IT RESOLVED by the Town Council of the Town of Los Gatos that the Town Council authorize the Town Manager to execute lease agreements with tenants for FY 1993 -94 under the terms and conditions stated in the lease agreement attached as Exhibit A and as specified below: Tenant Health Place (SJSU) Family Services Assoc. Teen Counseling Center Transit Assist Business Improvement District Square Feet 137 Rm. 7 424 Rm. 3 & 6 547 Rm. 1 & 2 419 Rm. 208 196 Rm. 205 Annual Maintenance Fee $ 1,923 5,953 7,680 5,883 2,760 PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 21st day of June, 1993, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Linda Lubeck Mayor Joanne Benjamin NAYES: None ABSENT: Patrick O'Laughlin ABSTAIN: None SIGNED: AYOR OF THE T N OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST:_— f ��✓� Ce -i.c $ems w j� C. 5:� E���/ CLERK OF THE TOWN C>T LOS GATOS LOS GATOS, CALIFORNIA CSD08: A: \RESOS\CS062193: R88 3 LEASE AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND THE SAN JOSE STATE UNIVERSITY FOUNDATION HEALTH PLACE REPRESENTING THE LOS GATOS DOWNTOWN NEIGHBORHOOD CENTER This LEASE, is entered into by and between the TOWN OF LOS GATOS, a municipal corporation of the State of California, hereinafter referred to as '"TOWN" and THE SAN JOSE STATE UNIVERSITY FOUNDATION HEALTH PLACE, a nonprofit organization, hereinafter referred to as '"TENANT' this day of _ 1993. RECITALS WHEREAS, TOWN owns the premises and the structure (commonly referred to as "The Downtown Neighborhood Center" hereinafter referred to as "Center ") located at the 208 E. Main Street, Los Gatos, California, 95032, and wishes to lease space in the Center to nonprofit community service organizations that will assist the TOWN in serving the needs of its residents; and WHEREAS, TENANT desires to use the Center for the purpose of improving access to nursing services for elders by providing nursing services that are not available through current reimbursement mechanisms; and WHEREAS, the Center's primary use (no less than 51 percent) is to benefit low and moderate income senior citizens; and, WHEREAS, the TOWN recognizes the need and desirability of such a community organization and gathering place; and WHEREAS, the TOWN incurs operating costs and expenses in maintaining the Center which are due in part to tenant operations; and, WHEREAS, TENANT agrees to their pro rata share of TOWN expenses for Center operations; IT IS MUTUALLY AGREED by the parties as follows: 1. Le in : TOWN hereby leases to TENANT, and TENANT hereby leases from TOWN, Room 7 of the Neighborhood Center, consisting of one hundred thirty -seven square feet (137 sq.ft.) located at 208 E. Main Street, Los Gatos, Santa Clara County, California. 2. Term: The lease term shall commence on July 1, 1993, and extend through June 30, 1994, subject to the termination provisions set forth in this agreement. xeised 7 /26/91; 6 -21 -93 Page 1 of 5 3. Maintenance Fee: The rent shall be One Hundred Sixty Dollars and Twenty - Nine Cents ($160.29) per month. Said rent is calculated according to the estimated operational costs, One Dollar and Seventeen Cents ($1.17) per square foot, multiplied by the square footage occupied by the TENANT for a total of One Thousand Nine Hundred Twenty -Three Dollars and Forty -Eight Cents ($1,923.48) for the lease year. 4. Possessoa Prope!U Ta : Pursuant to Revenue & Taxation Code section 107.6, TENANT is hereby notified that the property interest created by their lease may be subject to property taxation due to TENANTS possessory interest in the Center. In such an event, TENANT is liable under this Lease for payment of such a property tax. 5. Use of Premises: TENANT shall use said premises only for the benefit of providing nursing services for elders, and shall comply with all governmental laws and regulations. Anticipated uses include recreational and informational activities, social events, and informal gatherings. No alcohol may be served on the premises at any time without the proper written consent of the TOWN. 6. Signs: TENANT shall not place or permit to be placed in, upon, about or outside of said premises or any part of the building any sign without the prior written consent of the TOWN. 7. Illegality Clause: TENANT shall not use the premises or suffer or permit anything to be done in or about the premises or the property which will be in conflict with any law, statute, zoning restriction, ordinance or governmental law, rule, regulation or requirement of public authority now in force or which may hereafter be enforced. TENANT shall not commit any private or public nuisance or any other act or thing which might or would disturb the quiet enjoyment of surrounding property. TOWN at its option may terminate this Lease by giving ten (10) days written notice of its election to terminate for any and all violations of the provisions contained herein. 8. Entry: TENANT shall permit TOWN, its agents or assigns to enter the premises at any time to inspect the premises or make repairs. 9. Assignment and Sub - Leasing: The terms and conditions of this Lease are based upon the unique and specific services to be offered by the TENANT and the TENANT's record of service in the community. TENANT shall neither assign this Lease, nor sublet the whole or any part thereof, without the prior written consent of TOWN. Revised 7/16/91; 6-21 -93 Page 2 of 5 10. Utilities: TOWN shall pay for all utilities including, but not limited to, water, gas, electricity, and garbage removal. 11. Maintenance: TENANT shall maintain the interior of said premises. TENANT shall not paint, wallpaper, nor make any alterations to the premises without the prior written consent of the TOWN. TOWN shall maintain the exterior of said premises and the grounds thereof. However, if repair is necessary due to the action or negligence of TENANT, its agents, assigns or clients, TOWN shall charge TENANT time and one half for services rendered, and for the materials involved. 12. Abandonment: If TENANT abandons or vacates the premises for any period in excess of thirty (30) days, TOWN may, at its option, terminate this Lease and take possession of the property. 13. Insurance: TENANT shall procure and maintain with a reputable insurance company, insurance as set forth in Exhibit A, attached, and incorporated hereby referenced. 14. Pro eeiU Insurance: TOWN may or may not choose to obtain property insurance for the Center. However, TENANT is solely responsible for obtaining insurance to protect any personal property that it may choose to place in the Center under this Lease, and the TOWN shall not provide such insurance on this Lease. 15. Destruction of Premises: If the leased premises'or any portion of the leased premises is damaged or destroyed by any cause whatsoever, the TOWN is entitled to terminate this Lease Agreement and is under no obligation to repair, replace, or restore the premises or any portion of the leased premises. Termination of this Lease shall be by giving written notice of the termination to TENANT not later than 30 days after the event causing the damage or destruction. The termination shall be effective on the date specified in the TOWN's notice. Upon termination of the Lease Agreement pursuant to this section, all insurance proceeds payable because of the damage or destruction shall be paid to and be the property of the TOWN. 16. Indemnification: TENANT shall indemnify, save harmless, and defend TOWN from all liability from loss, damage, or injury to persons or property in any manner arising out of or incident the performance of this agreement, including without limitation all consequential damages, whether or not resulting from the negligence of the TOWN or its agents, officers or employees. Revised 7/26/91; 6 -21 -93 Page 3 of 5 17. Surrender of Premises: TENANT shall promptly surrender said premises to TOWN at the expiration of the term of this Lease, or any sooner termination thereof, in the same condition it was received, in good order and repair, reasonable wear and tear and damage by the elements excepted. 18. Termination: Either party may terminate this agreement without cause upon forty -five (45) days advance written notice. Such termination notice shall be sent to: TOWN of Los Gatos David W. Knapp, TOWN Manager P.O. Box 949 110 East Main Street Los Gatos, CA 95031 TENANT Dr. Jayne Cohen, Project Director San Jose State University Foundation The Health Place P.O. Box 720 -130 San Jose, CA 95172 -0130 19. Scope of Lease: This Lease constitutes the entire agreement between the parties. This Lease may not be modified except by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification or discharge is sought. The covenants and conditions in the lease shall bind the successors in interest of the party. 20. Disputes: In any dispute between the parties over this Agreement, the prevailing party shall be entitled to costs and attorney's fees. 21. Equal Access and Opportunity: TENANT warrants that it shall comply with all applicable regulations and laws governing equal access to its programs and equal employment opportunity. Neither TENANT nor any of its officers, employees, volunteers, or agents shall discriminate in the employment nor access to any of TENANTs programs because of race, color, national origin, ancestry, physical or mental disability, marital status, sex, sexual orientation, or age unless based on a bona fide occupational qualification defined under the California Fair Employment and Housing Act. IN WITNESS WHEREOF, the parties have executed this Lease this day of , 1993. SAN JOSE STATE UNIVERSITY FOUNDATION Nancy Bussani Director of Contracts and Grants Revised 7/26/91; 621 -93 Page 4 of 5 TOWN OF LOS GATOS David W. Knapp, Town Manager APPROVED AS TO FORM: Larry E. Anderson, Town Attomey ATTESTED TO: Marian V. Cosgrove, Town Clerk CSD0I * \C0NTRACT\LEASAGR.MRG xeviwd 7/26/91; 6-21 -93 Page 5 of 5 EXHIBIT A. INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the Contractor. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Insurance services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ( "occurrence" form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. B. MINIMUM LIMITS OF INSURANCE Contractor shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project /location or-the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. DEDUCTIBLES AND SELF - INSURED RETENTIONS Any deductibles or self- insured retentions must be declared to and approved by the Town. At the option of the Town, either: the insurer shall reduce 9avtaW August 9. 1991, 9suisw JOY 6. 1992 1 or eliminate such deductibles or self- insured retentions as respects the Town its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investiga- tions, claim administration and defense expenses. D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The Town, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability coverage The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials, employees and volunteers for losses arising from work performed by the contractor for the Town. A.VisW Au9uat 9, 1991, IbWw July 6, 2992 2 3. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30 days' prior written notice by certified mail, return receipt requested, has been given to the Town. E. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a Best's rating of no less than A:VII. F. VERIFICATION OF COVERAGE Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by the Town. Where by statute, the Town's workers' compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by the Town before work commences. The Town reserves the right to require complete, certified copies of all required insurance policies, at any time. G. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. CSD13:A: \CONTRACT \CDGGAV".'92 R*VheA August 9, 1991. R,Vj July S. 1992 3