1992-007-Execute A Lease With A Place For Teens For The Use Of The New Facility To Be Built At The West End Of New York AvenueRESOLUTION 1992 -7
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
A LEASE WITH A PLACE FOR TEENS FOR THE USE
OF THE NEW FACILITY TO BE BUILT AT THE WEST END
OF NEW YORK AVENUE
BE IT RESOLVED by the Town of Los Gatos that the Town Manager is authorized
to execute the lease agreement with A Place For Teens for the use of the new facility to
be built at the west end of New York Avenue.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 21st day of January, 1992, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura, and
Mayor Eric D. Carlson
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS ATOS
LOS GATOS, CALIFORNIA
L22 \resos \7992 -7
LEASE AGREEMENT, BY AND BETWEEN THE TOWN OF LOS GATOS
AND A PLACE FOR TEENS
This Lease, is entered into by and between the TOWN OF LOS GATOS, a
municipal corporation of the State of California, ('Town ") and A PLACE FOR TEENS, a
nonprofit organization, ('Tenant ") this day of , 1992.
WHEREAS, Town, members of the community, and Tenant have spent thousands
of hours and great personal effort and expense to create a Teen Center for the benefit of
the public; and
WHEREAS, these efforts have been maintained and put forward over a period of
several years; and
WHEREAS, a center for teens will serve a demonstrated public need; and
WHEREAS, Town owns undeveloped real property on New York Avenue in the
Town of Los Gatos, more particularly described in Exhibit A attached hereto and
incorporated herein by reference ( "the Property"), and wishes to lease the Property to a
nonprofit community service organization that will assist the Town in serving the needs of
its residents; and
WHEREAS, Tenant desires to use the Property to construct and operate "A Place
for Teens" ( "the Center ") where local youths can gather and engage in activities; and
WHEREAS, A Place for Teens and the Town have committed substantial financial
resources; and
WHEREAS, Tenant has agreed to raise funds and additional contributions necessary
to construct and operate the Center.
IT IS MUTUALLY AGREED by the parties as follows:
1. Leasing: Town hereby leases to Tenant, and Tenant hereby leases from Town
the Property.
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804 -02.05
EXHIBIT A
2. Term: The lease term shall commence on execution of this Agreement
provided, however, Tenant shall have no right to possession of the Property until it has
completed performance of the requirements of paragraph 10 (b) (3) below. This lease shall
continue for twenty (20) years unless earlier terminated under the provisions of this
Agreement. On written notice by the tenant given ninety (90) days before expiration of the
original term, this lease may be renewed for additional terms of five years, subject to all the
provisions of this lease with such additional insurance requirements as may then be
consistent with the Town's standard requirements, so long as Tenant operates the Center
and provides activities for the Town's youth as provided in this lease Agreement, and is not
in breach of this lease Agreement.
3. Consideration: Tenant shall pay one dollar (51.00) per year due and payable
upon occupancy and January 1st each year thereafter.
4. Taxes: Tenant shall pay all taxes incurred as a result of Tenant's use and
occupancy of the building. Tenant shall not be responsible for any taxes which do not
result from Tenant's use or occupancy of the building. Tenant shall make all such payments
direct to the charging authority at least 30 days before delinquency and before any fine,
interest, or penalty shall become due or be imposed by operation of law for their
nonpayment. Tenant shall furnish to Town, at least 25 days before the date when any tax,
assessment, or charge would become delinquent, receipts establishing their payment.
5. Services and Fees: At Tenant's request, the Town agrees to co- operate with
Tenant in evaluating the feasibility of the Town's providing services such as insurance and
maintenance. Tenant shall pay the full cost for any services which Tenant requests and
receives from the Town.
6. Use of Premises: Tenant shall use the Property only to construct and operate
the Center for the benefit of the Town's youth, as a place for them to gather and associate.
Anticipated uses include supervised recreational and informational activities, social events,
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804 -02.05
and informal gatherings. No alcohol may be served on the premises at any time. Tenant
may cause a caretaker to live on the property.
7. IlIggality Clause: Tenant shall not use the Property or the Center ( "the
Premises ") or suffer or permit anything to be done in or about the premises 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 on the Property.
8. Assignment and Sub - Leasing: Tenant shall neither assign this lease, nor
sublet the whole or any part thereof, without the prior written consent of Town, which shall
not be withheld unreasonably.
9. Utilities: Tenant shall pay for all utilities including, but not limited to, water,
gas, electricity, cable television, sewer, garbage, and telephone service.
10. Maintenance: Tenant shall, at Tenant's sole cost, maintain the premises in
safe and good condition and repair and in accordance with all applicable laws, rules,
ordinances orders, and regulations of (1) the Town of Los Gatos and other governmental
agencies having jurisdiction; and (2) all insurance companies insuring all or any part of the
Premises.
11. Construction of the Center.
Tenant agrees to develop and construct the Center on the Property, on the terms and
conditions here set forth:
a. Description: The Center shall conform generally to the design
prepared by Tenant's architect and submitted to the Town Council on August 19, 1991 for
conceptual approval, as may be modified during the permit process. Town's acceptance of
Tenant's design by this Agreement shall not bind or in any way limit its discretionary
determinations hereafter in its regulatory capacity.
Any revisions affecting the height,
Atny005 \Tcen4.Con Page 3 of 10 January u. 1992
80"2.05
size, and proposed uses necessary to comply with conditions imposed during the regulatory
review process, are subject to final approval by Town in its capacity as owner and lessor.
MEMOVITIM M,
1. Tenant has already submitted applications for a Conditional Use
Permit and Architecture and Site approval for the Center. If any modifications to such
applications are necessary to comply with the terms and conditions of this lease, Tenant
shall make timely submittal. Tenant shall diligently respond to any requests for
supplemental information necessary to complete environmental review of the project.
Tenant shall bear all costs of securing necessary environmental and zoning approvals. Town
and Tenant acknowledge that the Town, in its regulatory capacity, must act on any
necessary zoning applications and cannot and does not make any prior commitment to
exercise its discretion to approve Tenant's applications.
2. Within sixty (60) days of securing the Conditional Use Permit
and Architecture and Site approval, Tenant shall:
(a) submit application for a Building Permit together with all
construction drawings, plans and specifications, and thereafter respond in a timely and
diligent manner to submit additional information and revisions as may be required to secure
a Building Permit; and
(b) submit evidence satisfactory to the Town Manager of a
construction budget and commitments for construction and take -out financing.
3. Within sixty (60) days of securing a Building Permit, Tenant shall
submit for Town approval, the proposed Contractor's bid, identity and credentials (including
at least the Contractor's License Number and a list of projects completed and clients served,
and a Certificate of Insurance naming the Town as an additional insured in the minimum
amounts and complying with the terms and conditions detailed in Exhibit B attached hereto
and included herein by reference). If Tenant intends to undertake construction without a
contractor, Tenant shall submit detailed information for Town approval detailing the
alternative means. Town may disapprove the contractor or the alternative means of
construction by giving written notice of the reasonable basis for such disapproval within
fifteen (15) days of Tenant's submittal of complete information.
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804 -02.05
4. Within ninety (90) days of securing a Building Permit, Tenant shall
commence construction of the Center. A valid building permit shall be maintained and
construction shall be pursued diligently until a Certificate of Occupancy is issued which shall
occur no later than one year from the date of commencement of construction.
5. The time for performance of any requirement in this paragraph
10 may be extended in writing by the Town Manager upon demonstration of good cause
therefor.
12. Budget: Prior to occupancy, the Tenant will provide a budget satisfactory to
the Town Manager for the first year's operation and identify revenues to support the
budget.
13. Repairs and Improvements: Any repairs, alterations, and improvements to the
Center after issuance of the Certificate of Occupancy for which a Building Permit is
required, shall be subject to prior written approval by the Town in its capacity as lessor.
14. Operation of the Center. Tenant shall commence operation of the Center for
the purposes and uses specified in Paragraph 5 above, within sixty (60) days of issuance of
the Certificate of Occupancy. Tenant shall operate the Center for its intended purposes at
least ten hours per month.
Failure to operate the Center in the manner described in this paragraph shall be
deemed a material breach subject to the provisions of Paragraph 19 below.
15. Insurance:
(a) Liabilily. Workers' Compensation and Automobile. Tenant shall procure
and maintain with an insurance company acceptable to Town, insurance against claims for
injuries to persons or damages to property which may arise from or in connection with
Tenant's operation and use of the leased premises. The costs of such insurance shall be
borne by Tenant. The minimum limits of insurance Tenant shall maintain shall be no less
than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily
injury, personal injury and property damage.
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804 -02.05
Tenant shall also procure and maintain with a reputable insurance company,
the following insurance:
1. Workers' Compensation and Employer's Liability coverage
pursuant to the California Labor Code; and
2. Non -owned Auto Insurance with a minimum coverage of One
Million Dollars ($1,000,000) combined single limit for bodily injury and property damage,
and if the Teen Center itself acquires any vehicles, a policy providing primary coverage in
the same amount.
(b) Fire and Extended Coverage PropeM Insurance. Tenant at its sole
cost and expense, shall keep or cause to be kept insured for the mutual benefit of Town
and Tenant, all improvements located on the Property against loss or damage by fire and
such other risks as are now or hereafter included in an extended coverage endorsement in
common use for commercial structures, including vandalism and malicious mischief. The
amount of the insurance shall be sufficient to prevent either Town or Tenant from
becoming a coinsurer under the provisions of the policies, but in no event shall the amount
be less than 100 percent of the then actual replacement cost herein called insurable value.
Town shall, at Tenant's cost and expense, cooperate fully with Tenant to obtain the
largest possible recovery, and all policies of fire and extended coverage insurance shall
provide that the proceeds shall be deemed to be held in trust for the uses and purposes
prescribed by this lease.
(c) Policy Form. Tenant's insurance shall name the Town as an additional
insured or as a loss payee. Tenant's insurance coverage shall be primary insurance as with
respect to the Town, its officers, agents and employees. Any insurance or self - insurance
maintained by the Town, its officers, agents or employees shall be excess of Tenant's
insurance and shall not contribute to it. Tenant shall furnish the Town with certificates of
insurance and with original endorsements effecting coverage. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by the
insurer to bind coverage on its behalf.
Each insurance policy required by this section shall be endorsed to state that
coverage shall not be suspended, voided, or cancelled by either party, reduced in coverage
Atny005 \Teen4.Con Page 6 of 10 January 15. 1992
804 -02.05
or in limits except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given by Tenant.
deliver to Tenant in the manner required for notices, copies or certificates of all insurance
policies required by this lease, together with evidence satisfactory to lessor of payment
required for procurement and maintenance of the policy, within the following time limits:
For insurance required at the commencement of this lease, within thirty (30)
days after execution of this lease;
For insurance becoming required at a later date, at least ten (10) days before
the requirement takes effect;
For any renewal or replacement of a policy already in existence, at least forty -
five (45) days before expiration or other termination of the existing policy.
If Tenant fails or refuses to procure or to maintain insurance as required by
this lease or fails or refuses to furnish Town with required proof that the insurance has
been procured and is in force and paid for, Town shall have the right, at Town's election
and on ten (10) days notice, to procure and maintain such insurance. The premiums paid
by Tenant shall be treated as added rent due from Town with interest at the maximum
allowable legal rate in effect in this state on the date when the premium is paid to be paid
on the first day of the month following the date on which the premiums were paid. Lessor
shall give prompt notice of the payment of such premiums, stating the amounts paid and
the names of the insurer or insurers, and interest shall run from the date of the notice.
u + =
(a) Organization.
1. Within 15 days of execution of this Agreement and annually
thereafter, Tenant shall deliver the following to the Town.
California.
a. The Articles of Incorporation under the laws of the State of
b. Current Bylaws.
c. Verification and documentation of Internal Revenue Service
nonprofit status under Title 26, Section 501(c) of the Federal Code.
Acny005 \Teen4.Con Page 7 of 10 Janwry 15, 1942
804 -02.05
d. Names and addresses of current Board of Directors.
e. Personnel policies and procedures including Affirmative
Action Plan if staff exceeds fifteen (15) employees.
17. mnirication: Tenant will indemnify, hold harmless and defend Town from
all liability from loss, damage, or injury to persons or property in any manner arising out
of or incident to the performance of this Agreement, including without limitation all
consequential damages.
18. Ownershit) at Termination: All improvements on the Premises, including but
no limited to the Center, at the expiration of the term or sooner termination of this lease
shall, without compensation to Tenant, then become Town's property free and clear of all
claims to or against them by Tenant or any third person, and Tenant shall defend and
indemnify Town against all liability and loss arising from such claims or from Town's
exercise of the rights conferred by this paragraph.
t: :1 P a u ,
(a) If Town alleges that Tenant is in breach of any term or condition of this
Lease Agreement, Town will give Tenant written notice. Within seven (7) days of notice,
the parties shall meet and use best efforts to agree on the extent of the alleged breach and
necessary steps to cure it. If agreement is reached on the steps necessary to cure the
alleged breach, the parties shall sign a written statement of the agreement, and perform as
required.
If agreement cannot be reached, or if Tenant does not perform the agreement
referred to in the preceding paragraph, the Town may give notice to Tenant that the lease
will be terminated unless the default is cured within a specified period of time. If Tenant
objects in writing within ten days, either party may initiate mediation by a mediator
mutually acceptable to both parties. If the parties can not agree on a mediator, the
mediator shall be selected by lot from among six names, three of whom shall be submitted
by each party.
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804 -02.05
If mediation is initiated but fails to resolve the dispute, Town may give final notice
to Tenant that the lease will be terminated unless the default is cured within a specified
period of time. Town's right to terminate this lease shall not relieve Tenant from the
payment of any sum then due to Town or from any claim for damages. No notice shall be
given pursuant to this provision until after the matter, including the report of the mediator,
shall have been submitted to a Town Council meeting and notice approved by a majority
vote of the Council.
(b) On the giving of final notice of termination, all Tenant's rights in the
premises and the improvements shall terminate. Promptly after notice of termination,
Tenant shall surrender and vacate the Premises and all improvements in broom -clean
condition. These provisions shall not limit the rights of either party under the law of the
State of California.
20. Scopg 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.
21. Waiver. No waiver of any defect shall constitute a waiver of any other breach
or default
of the same or
other
condition.
No waiver,
benefit, privilege,
or
service
voluntarily
given by either
party
shall give
the other any
contractual right
by
custom,
estoppel, or otherwise.
22. Disputes: In any dispute between the parties over this Agreement, the
prevailing party shall be entitled to costs and attorney's fees.
23. Notice: All notices must be in writing. Notice shall be considered given
either (a) when delivered in person to the recipient named as below, or (b) on the date
shown on the return receipt after deposit in the United States mail in a sealed envelope or
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804 -02.05
container, either registered or certified mail, return receipt requested, postage and postal
charges prepaid, addressed by name and address to the party or person intended as follows:
ENEW1071T
Town Manager
P.O. Box 949
110 East Main Street
Los Gatos, CA 95031
24. Tenant representation and warranty: Tenant warrants and represents that
its signatory is duly authorized to enter into this Agreement.
IN WITNESS WHEREOF, the parties have executed this lease, in duplicate, this
day of 1992.
A PLACE FOR TEENS
Its
TOWN OF LOS GATOS
By
David W. Knapp, Town Manager
ATTESTED TO:
Marian V. Cosgrove, Town Clerk
APPROVED AS TO FORM:
K thenne Anderton
To Attorney
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804 -02.05
12/13/91
Tot Brent Ventura and Eric Carlson
Froms Howard C. Anawalt, phones 395 0639
Re: A Place For Teen Comments and Proposals on Current Lease
Draft, 12/4/91
The Teen Center Lease Committee has reviewed the latest
draft lease proposal. I understand from the Council's last
meeting, the two of you will work as a sub - committee, so I have
summarized our views here. our committee will be please to meet
or discuss by phone with you to help move us toward an agreement.
Here are our proposalss
1. Default and Termination. (Item 19, p. 9 -10.) We
find the current draft acceptable if amended to include the
following sentence at the end of the top.paragraph page 10i "No
�D notice shall be given pursuant to this provision until after the
G 0 matter, includin the report of the meosacor, snaaa ,... +«
submitted to a Town Council meetino and notice approved by a
majority vote of the Council."
o as inis appears consistent with a suggestion made
at the last Council meeting and other comments which we have
heard from the Town.)
2. Indemnification.
will accept the proposal if it
"damages ", striking "whether or
nf the Town O_�_i t_s agen s,_ _ o_ i
(Item 17, p. 9.) The committee
is amended to end with the word
not resulting from the negiigen
L.OmmWn V . I r .
to understand why it should be an
agents, officers, and employees.
'pQwt ,,,Vt _rthat. ) 'n.
3. Taxes. (Item 4, p.
i
first tence to reads "Tenant
organizati taxes incurred as
W„n Q
occupancy of the lding."
�S
vl�
I Nn
eons a card not been able
insurer for negligence of Town
This amendment would eliminate
3.) We prop4WtTanding the
shall pay anyAproporty taxes or
a result of the Tenant's use and
4. Insurance. m 150 p. 6 -7.) We propose that
item (b) be eliminated.
(Comments The building wi a owned by the
will b• a capital improvement which in la art will
created by funds, labor, materials, and planni
Place For Teens. We believe that maintenance of f
should be born by the owner, the Town, not passed
profit user, which has donated to the Town.)
on to
Town. It
have been
d by A
nsurance
5. Budget. (Item 12, p. 6.) Teens will accept this.
I believe that those are the items that we are still working
o iron out. Please contact myself, Tom Ferrito (354 - 6653), or
" Sue Anawalt, for questions or further discussion. I am directing
this to you, based on the Council action as I understood it. I
will provide a copy to the Town staff whenever you wish me to do
so.
ATTACHMENT
Howard C. Anawalt
17510 Vineland Ave.
Monte Serene, CA. 95030
(408) 395 0639
January 13, 1992
Mr. Scott Baker
Town of Los Gatos Building Department
P.O. Box. 949
Los Gatos, CA 95031
Re: Amended Lease for A Place for Teens
Dear Scott:
1 have reviewed the new draft lease. It does indeed reflect
the changes which we agreed.to by consensus on January 8, 1992.
We thank you and the rest of the Town staff for working with
our group on this project.
Y u tr 1 y