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HomeMy WebLinkAboutAGENDA REPORT 2019 0619 REG CCSA ITEM 10KCITY OF MOORPARK, CALIFORNIA City Council Meeting of June 19, 2019 ACTION Approved Staff Reco mmendation. BY B.Garza K. Consider Lease with Interface Children & Family Services, Inc. at 612 Spring Road, Building B, Suite 401. Staff Recommendation: Approve Lease Agreement with Interface Children & Family Services, Inc. at 612 Spring Road, Building B, Suite 401, and authorize City Manager to sign the agreement, subject to final language approval of the City Manager. (Staff: Jessica Sandifer) Item: 10.K. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Jessica Sandifer, Community Services Manager DATE: 06/19/2019 Regular Meeting SUBJECT: Consider Lease with Interface Children & Family Services, Inc. at 612 Spring Road, Building B, Suite 401 BACKGROUND The Boys and Girls Club of Simi Valley had a contract with First 5 Ventura County to provide Neighborhoods for Learning (NfL) programming at selected locations in the County, including the Moorpark location. They branded themselves as the Moorpark- Simi Valley Neighborhoods for Learning (NfL). Prior to the construction of the Ruben Castro Human Service Center, the Nfl occupied the building at 61 High Street. In 2012, the City of Moorpark entered into a lease agreement with the Boys and Girls Club of Simi Valley for Suite 401 at the newly completed Ruben Castro Human Services Center (RCHSC). The NfL Program is funded by Proposition 10 tobacco tax funds. As a result of a reduction in smokers, the tobacco tax funds have been slowly declining. To deal with this reduction in revenue, First 5 Ventura County released a Request for Proposal (RFP) to attempt to consolidate the various NfL programs and services under one provider. The result of the RFP was that Interface Children & Family Services (Interface) is to become the new provider of NfL services county-wide. In an effort to provide continuity of NfL services, Interface is attempting to locate NfL services at familiar locations. They have requested to lease Suite 401, which is the space at the RCHSC formerly occupied by the Boys and Girls Club of Simi Valley to provide NfL services. DISCUSSION The attached lease provides for an initial term of two (2) years with two (2) two-year options to extend and one (1) three-year option to extend. The lease term would take effect July 1, 2019. If all options were exercised the lease term would be a total of nine (9) years. The initial lease rate is $4,541.66 plus a $42/month payment for maintenance of the shade structure that covers the outdoor play area. The maintenance fee is intended to cover replacement of the fabric shade sails. The lease provides for a 3% Item: 10.K. 752 Honorable City Council 06/19/2019 Regular Meeting Page 2 increase in the lease rate on the anniversary of the commencement of the lease. The City will provide, at its cost, heating, ventilating and air conditioning, power, water, and sewer service, and solid waste collection in quantities customary for normal office purposes. The City will also provide common area maintenance for the landscaping, parking lot, and building lobby, and will pay the monthly alarm monitoring cost associated with the lobby and common area conference room. This is consistent with the lease terms of the other RCHSC tenants in Building B. The costs are recaptured through the lease revenues. FISCAL IMPACT The City will receive annual lease revenue of $54,499 from this lease which will increase annually by 3% each year that the lease is in place. The lease revenue is sufficient to cover the costs the City pays on behalf of the tenant. STAFF RECOMMENDATION Approve Lease Agreement with Interface Children & Family Services, Inc. at 612 Spring Road, Building B, Suite 401, and authorize City Manager to sign the agreement, subject to final language approval of the City Manager. Attachment: Lease Agreement 753 ATTACHMENT LEASE THIS LEASE (“Lease”) is dated as of __________ 2019, and is entered into by and between the CITY OF MOORPARK, a municipal corporation, as landlord (“City” or “Landlord”), and Interface Children & Family Services, a non-profit corporation, as tenant (“Tenant”). SECTION 1. PROPERTY LEASED City hereby leases to Tenant, and Tenant hereby leases from the City, Suite 401, at 612 Spring Road, Building B, Moorpark, California, commonly known as the Ruben Castro Human Services Center (“Premises”). The Premises are depicted on Exhibit “A”. Conference room 104, also shown on Exhibit “A”, is common area space (hereinafter “Shared Space”) which may be used by the Tenant, and other building tenants, with such use arranged through the City of Moorpark or its authorized agent, in accordance with Section 11 below. Tenant accepts the Premises, conference room and Building in their current “AS-IS” condition, without representation or warranty, express or implied, and acknowledges that Tenant has had an opportunity to inspect the same. The interior of the subject leased premises have not been inspected by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. City and Tenant hereby agree, however, that City shall bear the cost of any such CASp inspection or repairs it being the intent and agreement of City and Tenant that any such repairs be performed by Tenant. SECTION 2. TERM The term of this Lease shall commence on July 1, 2019 (“Commencement Date”), and shall continue for two (2) years, unless sooner terminated as provided in this Lease. SECTION 3. OPTION(S) TO EXTEND Tenant will have two (2) two-year options to extend and one (1) three-year option to extend. Each such option may only be exercised by written notice to City given at least six (6) months prior to the end of the then-current term. 754 SECTION 4. HOLDING OVER If Tenant shall retain possession of the Premises beyond the term of this Lease, without the express written consent of the City Manager, Tenant shall be a Tenant at will. If the City Manager consents in writing to a month-to-month term, then Tenant’s term and tenancy shall be month-to- month during such hold-over period at a rental rate of 110% of the rent in effect prior to the expiration of the term, which shall further increase by five percent (5%) on each anniversary of the expiration of the term. SECTION 5. RENT Monthly rent for Premises (“Monthly Rent”) shall be four thousand five hundred forty- one dollars and sixty-six cents ($4,541.66) per month, and will be increased by three percent (3%) on each anniversary of the Commencement Date (including during any extension periods), and shall be paid without prior demand, and without offset or deduction, to the City at its address for notices under Section 30. The tenant will pay additional rent of forty-two dollars ($42) per month to offset the cost of the shade structure over the outside play area. This additional rent is not subject to the 3% increases during the extension periods. A late rent charge equal to ten percent (10%) of the Monthly Rent shall be payable if any payment of rent is late by ten (10) business days or more, and Tenant agrees that Landlord’s damages in the event of late payment are impractical and difficult to determine, and such late charge is a reasonable estimate of the damages Landlord could suffer as a result of late payments. Additionally, interest shall be paid on all sums past-due, from the date due until the date paid, at the rate of six percent (6%) per annum, but not greater than the maximum rate permitted by law. SECTION 6. SECURITY DEPOSIT. Upon its execution and delivery of this Lease to City, Tenant shall deposit with City a sum equal to one full month’s rent (“Security Deposit”). The Security Deposit shall be held by City as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the Term hereof. If a default by Tenant occurs under Section 16 below, City may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which City may spend or become obligated to spend by reason of Tenant’s default under Section 16 below or to compensate City for any loss or damage which City may suffer by reason of Tenant’s default under Section 16 below. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with City in an amount sufficient to restore the Security Deposit to one (1) full month’s rent at the then-current rental rate. City shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Security Deposit. TENANT WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE SECURITY DEPOSIT. Within ninety (90) days following the -2- 755 expiration of the Term or earlier termination of this Lease and Tenant’s vacation of the Premises, the Security Deposit or any unapplied balance thereof shall be returned to Tenant. City shall be discharged from any further liability with respect to such Security Deposit accruing after the date City delivers such request and deposits any cash constituting the Security Deposit with such purchaser. SECTION 7. INDEMNIFICATION BY TENANT Tenant shall, at Tenant’s sole expense and with counsel reasonably acceptable to the City, defend, indemnify, and hold harmless the City and City’s officers, employees, and agents and from and against all claims, losses, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the use of the Premises or building or parking by Tenant or its employees, agents, or contractors, or their breach of this Lease, or other activities. Tenant’s indemnification and defense obligations hereunder shall survive the expiration or earlier termination of this Lease. SECTION 8. NOTICE OF NON-ELIGIBILITY FOR RELOCATION BENEFITS; WAIVER As a post-acquisition tenant, Tenant will not be eligible for relocation benefits under the federal and state law. This notice is to inform you of the following information before you enter into this Lease: 1. You are obligated to vacate the Premises at the end of the Lease term. 2. If you are permitted to remain under Section 4, you will be subject to the rent increase described herein. 3. You will not be entitled to any relocation benefits upon the expiration of this Lease or any earlier termination of this Lease pursuant to its terms, or the termination of any month-to-month tenancy under Section 4. Tenant hereby waive s and agrees not to assert any and all claims for relocation benefits. SECTION 9. TERMINATION DUE TO CESSATION OR REDUCTION OF FUNDING Tenant shall have the right to terminate this Lease upon thirty (30) days’ prior written notice to City with reasonable evidence that governmental funding to Tenant is materially reduced, or suspended or terminated. -3- 756 SECTION 10. USE; BUILDING HOURS Tenant shall use the Premises for operation of Neighborhoods for Learning programming and for no other purpose without the prior written consent of the City Manager in his or her sole and absolute discretion. Normal hours of building operation shall be between 6:00 a.m. to 10:00 p.m. Monday through Friday and 7:00 a.m. to 6:00 p.m. Saturday and Sunday. The City may revise the hours of operation upon written notice to Tenant. The building shall be closed on City-observed holidays unless other arrangements are requested in writing by Tenant. Typical City-observed holidays include New Year’s Day; January 2 (if it falls on a Friday); Martin Luther King, Jr. Day; Presidents Day; Cesar Chavez Day; Memorial Day; Independence Day (July 4th); Labor Day; Veterans Day; Thanksgiving Day; day following Thanksgiving; after noon on Christmas Eve day; and Christmas Day. After regular hours of operation, the exterior building doors and courtyard gates may be locked daily. In addition, the building security system may either be automatically armed or manually armed by City staff. In the event City staff is called out to reset an alarm that has been activated by the Tenant or the Tenant requests unscheduled access to the building after hours, Tenant shall be charged $150.00 per occurrence. SECTION 11. USE OF SHARED SPACE Use of the Shared Space (Conference Room 104) may be scheduled by and reserved through the City or its authorized agent. Upon and as a condition to each reservation, a cleaning deposit in an amount set by the City Manager will be delivered to and held by the City and may be used for cleaning. In the event that cleaning of the room is required following an event which exceeds the amount of such deposit, the Tenant will be billed for actual staff time and costs expended, and shall pay such sums within ten (10) days after written demand. SECTION 12. UTILITIES; MAINTENANCE The City, at its cost, will contract with utility providers to provide heating, ventilating and air conditioning, power, water and sewer service, and solid waste collection to the Premises in quantities customary for normal office purposes and shall make payments directly to the utility company furnishing such services; however, the City shall not be liable for interruptions of service. The City shall provide janitorial service for the Main Lobby at a service level determined by the City. The City shall provide annual service for fire extinguishers located in the Main Lobby area and within the Premises. Tenant shall be responsible for telephone service, cable television, internet and janitorial services and supplies to the Premises. Tenant shall be responsible for installation of security equipment to serve the Premises and payment for monthly monitoring of security services at Tenant’s sole cost and expense in the event Tenant elects to have such additional service. -4- 757 Tenant shall, on a calendar quarterly basis, at its cost, strip all hard surfaces of floors and apply a new coat of floor finish and buff as necessary to produce a shining appearance, and treat carpets for static electricity control. Tenant shall also annually, at its cost, steam clean carpets to remove all stains and spots. Tenant shall furnish and replace any inoperative light bulbs and fluorescent tubes within the Premises. Bulbs and tubes shall be installed with the same in- kind replacement bulb or tube recommended by the light fixture manufacturer. Tenant shall, at its cost, provide interior painting on an as needed basis as determined by the City Manager or his/her designee, but no less than every seven years. Paint colors may be proposed by City or Tenant, and the other party will not unreasonably withhold consent. The Tenant, at the Tenant’s sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the painting and provide/install drop cloth and covers as needed. Notwithstanding any other provision of this Agreement to the contrary, any damage to the property, the facility or any City owned or supplied furnishings and equipment which is caused by Tenant and/or its agents, officers or employees may be repaired or replaced by the City, but at the sole expense of the Tenant. Upon completion of such repair or replacement, the City shall submit an invoice for the costs thereof to the Tenant, and the Tenant shall promptly pay the same, plus a 20% administration fee. Tenant shall, at its cost, provide minor plumbing repairs, such as the clearing of clogged sinks, toilets and/or urinal drains, minor leaks in faucets, etc. Tenant shall immediately contact the City Manager or his/her designee upon detection of any plumbing problems. SECTION 13. PARKING City shall post signs and mark (on pavement) that the eight (8) spaces depicted on Exhibit “C” have been designated for Tenant employee parking. Other parking for the building is available for use on a first-come, first-served basis, but City may reasonably reserve other spaces for other Tenants. Except for pool vehicles (addressed below), overnight parking (between the hours of 10:00 p.m. and 6:00 a.m.) is prohibited; vehicles parked overnight may be cited and be towed at the vehicle owner’s expense. Overnight parking of tenant-operated pool vehicles shall occur on a permit-only basis in designated spaces only; such arrangements must be made in writing with the City, and Tenant shall bear the cost of producing and installing signage for designated stall(s). SECTION 14. TAXES, ASSESSMENTS, AND LIENS Tenant shall pay directly to the tax collector, when due, all taxes and assessments which may be levied against Tenant’s possessory interest in the Premises and upon all improvements and personal property which are located on the Premises. Within five (5) business days after the date when any tax or assessment would become delinquent, Tenant shall deliver to City reasonable evidence of payment. -5- 758 Tenant shall keep the Premises and improvements free from all liens and encumbrances by reason of the use or occupancy of the Premises by Tenant. If any liens or encumbrances are filed thereon, Tenant shall remove the same at their own cost and expense and shall pay any judgment and penalties which may be entered thereon. Should Tenant fail, neglect, or refuse to do so, City shall have the rights to pay any amount required to release any lien or encumbrance or to defend any action brought thereon, and to pay any judgment or penalty, and Tenant shall be liable to City for all costs, damages, and attorneys’ fees, and any amounts expended in defending any proceedings, or in the payment of any lien, encumbrance, judgment, or penalty. City may post and maintain upon the Premises notices of non-responsibility as provided by laws. Upon demand by City, Tenant shall post the bond contemplated by California Civil Code Section 3143. SECTION 15. ALTERATIONS/IMPROVEMENTS BY TENANT Tenant shall not make any alterations, additions, or improvements without the prior written consent of the City Manager. Any alterations, or additions or improvements installed or caused to be installed to the site, or any signage, fencing, exterior lighting, or any other improvements on the Premises (collectively “Installations”) shall be solely at Tenant’s cost. All alterations, additions and improvements shall be done in a good and workmanlike manner and diligently prosecuted to completion, and shall be performed and maintained in strict accord with all federal, state, county, and local laws, ordinances, codes, standards, and requirements relating thereto. Unless otherwise expressly agreed to or required by the City in writing, any alterations, additions and improvements shall remain on and be surrendered with the Lease Space and/or Premises upon the expiration or termination of this Lease. SECTION 16. DEFAULTS AND REMEDIES Tenant shall be in default if Tenant fails to make any payment past due under this Lease within ten (10) business days after written notice from City or if Tenant fails to comply with any other provision of this Lease within thirty (30) days after written notice from City. Upon the expiration or earlier termination of this Lease, the City shall have the right forthwith to remove Tenant’s personal property from the Premises at the sole cost, expense and risk of Tenant, which cost and expense Tenant agrees to pay to City within 30 days after written demand, together with interest thereon at the maximum rate allowed by law from the date of expenditure by City, and City may retain or dispose of such property in any manner, without liability to Tenant and Tenant hereby waives all laws and statutes to the contrary. Upon such a default by Tenant, City may terminate this Lease by written notice to Tenant, and shall have the right to damages under Civil Code Section 1951.2. -6- 759 SECTION 17. PESTICIDES AND HERBICIDES Tenant shall use pesticides and herbicides on the Premises only in strict accordance with all applicable statutes, ordinances, rules and regulations. Such pesticides and herbicides shall be limited to those that are permitted for residential use. Tenant shall not use anti-coagulant rodenticides on the property for rodent control. SECTION 18. HAZARDOUS MATERIALS As used in this Section, Hazardous Materials means any substance, product, waste, or other material of any nature whatsoever which is or becomes listed, regulated or addressed pursuant to: (1) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, 49 U.S.C., Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C., Section 6901, et seq.; the Substances Control Act, 15 U.S.C., Section 2601, et seq.; the Clean Water Act, 33 U.S.C. Section 1251, et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100, et seq.; the California Hazardous Substance Account Act, Health and Safety Code Section 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280, et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1, et seq.; California Health and Safety Code Section 25501, et seq.; (Hazardous Materials Response Plans and Inventory); or the Porter-Cologne Water Quality Control Act, Water Code Section 13000, et seq. all as amended, (2) any other federal or state law or any local law regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now is, or at any time hereafter may be, in effect, and (3) any rule or regulation adopted or promulgated under or pursuant to any of said laws. If Tenant receives any notice, whether oral or written, of any inquiry, test, investigation, enforcement proceeding, environmental audit, or the like regarding any Hazardous Material within the Premises or building or parking area, Tenant shall immediately deliver a copy to City. In no case shall Tenant cause or allow the deposit or disposal of any such substance within the Premises or Building or parking area. However, household products necessary for routine cleaning and maintenance of the Premises may be kept in the Premises in compliance with applicable law in quantities reasonable for office needs. SECTION 19. CITY INSURANCE City shall not be obligated to keep the Premises or building and the improvements thereon insured against any insurable risk; nor shall City insure Tenant for any personal injury or property damage. Tenant hereby and forever waives all right to claim or recover damages from City in any amount as the result of any damage to the Premises -7- 760 or any improvement thereon or as a result of any injury to any person upon the Premises. SECTION 20. INSURANCE Tenant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit “B” attached to and part of this Agreement. The policy shall name the City of Moorpark as additional insured. SECTION 21. COMPLIANCE WITH LAW; GOVERNING LAW Tenant shall comply with all applicable federal, state, county and local laws and regulations in connection with its use of the Premises. The existence, validity, construction, operation and effect of this Lease and all of its terms and provisions shall be determined in accordance with the laws of the state of California. SECTION 22. ENTRY BY CITY City may enter the Premises upon twenty-four (24) hours prior written notice and Tenant shall make the Premises available during normal business hours to the City’s authorized agent or representative for the purpose of; (1) to show the Lease Space to prospective or actual purchasers, mortgagee, tenants, workmen, or contractors, (2) to make necessary or agreed repairs, decorations, alterations, or improvements, and (3) at all reasonable times to examine the condition thereof, including its environmental condition. However, in an emergency, City’s agent or authorized representative may enter the Premises at any time without notice prior to Tenant. SECTION 23. ASSIGNMENT AND SUBLETTING Tenant may not assign or encumber this Lease or enter into subleases without the prior written consent of the City Manager in his or her sole and absolute discretion. Any assignment or subletting without such consent shall be void, and shall entitle City to terminate this Lease by written notice to Tenant. SECTION 24. CONDEMNATION If the whole of the Premises should be taken by a public authority under the power of eminent domain, then the term of this Lease shall cease on the day of possession by the public authority. If only a part of the Premises should be taken under eminent domain, Tenant shall have the right to either promptly terminate this Lease or to continue in possession of the remainder of the Premises. If Tenant remains in possession, all of the terms hereof shall continue in effect, the rental payable being reduced proportionately for the balance of the Lease term. If a taking under the power of eminent domain occurs, all compensation shall belong to the City except for any award to Tenant for its personal property. -8- 761 SECTION 25. WAIVER A waiver by either party of any default or breach by the other party of any provision of this Lease shall not constitute or be deemed to be a waiver of any subsequent or other default or breach. No waiver shall be binding, unless executed in writing by the party making the waiver. No waiver, benefit, privilege, or service voluntarily given or performed by either party shall give the other party any contractual right by custom, estoppel, or otherwise. The subsequent acceptance of rent pursuant to the Lease shall not constitute a waiver of any preceding default or breach by Tenant other than default in the payment of the particular rental payment so accepted, regardless of City’s knowledge of the preceding default or breach at the time of accepting the rent; nor shall acceptance of rent or any other payment after termination of the tenancy constitute a reinstatement, extension, or renewal of the Lease or revocation of any notice or other act by City. No acquiescence, failure, or neglect of any party hereto to insist on strict performance of any or all of the terms hereof in one instance shall be considered or constitute a waiver of the rights to insist upon strict performance of the terms hereof in any subsequent instance. SECTION 26. SUCCESSORS AND ASSIGNS The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto. SECTION 27. CONDITION UPON TERMINATION OR CESSATION Upon termination of the tenancy, Tenant shall surrender the Premises to City including all improvements, clean and in good condition, except for ordinary wear and tear and any improvements that City required to be reconveyed at the expiration or earlier termination of this Lease when giving approval thereof. SECTION 28. ATTORNEYS’ FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of, any right or obligation pursuant to, this Lease or as a result of any alleged breach of any provision of this Lease, or for an unlawful detainer action, the prevailing party shall be entitled to recover its costs and expenses, including attorneys’ fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. SECTION 29. NOTICES AND PAYMENTS All notices required under this Lease, including notices of change of address, shall be in writing, and sent by certified mail or reputable overnight delivery service which confirms delivery, addressed as follows: -9- 762 City: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager Tenant: Interface Children & Family Services 4001 Mission Oaks Avenue, Suite I Camarillo, CA 93012 Attn: Executive Director Either party may, from time to time, by written notice to the other under this Section, designate a different address which shall be substituted for the one specified above. Notices shall be deemed received upon the second (2nd) day after mailing by certified mail or one (1) business day after delivery to the messenger service. SECTION 30. PARTIAL INVALIDITY If any provision of this Lease is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Lease shall nonetheless remain in full force and effect to the full extent allowed by law. SECTION 31. GENDER AND NUMBER For the purpose of this Lease wherever the masculine or neuter form is used, the same shall include the masculine or feminine, and the singular number shall include the plural and the plural number shall include the singular, wherever the context so requires. SECTION 32. SECTION HEADINGS Section headings in this Lease are for convenience only, and they are not intended to be used in interpreting or construing the terms, covenants and conditions of this Lease. SECTION 33. INTEGRATION AND MODIFICATION This Lease constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements and understandings, oral or written, are hereby merged herein. This Lease may not be modified or amended except by a writing signed by all of the parties hereto. SECTION 34. INTERPRETATION Should interpretation of this Lease, or any portion thereof, be necessary, it is deemed that the Lease was prepared by both parties, and this Lease shall not be interpreted against either party on the ground that the party prepared it or caused it to be prepared. -10- 763 SECTION 35. VENUE This Lease is made, entered into, and executed in Ventura County, California, and any action filed in any court for the interpretation, enforcement or other action arising from any term, covenant or condition herein shall be filed in the applicable court in Ventura County, California. SECTION 36. TERMINATION BY CITY The City may, in its sole and absolute discretion, terminate this Lease upon ninety (90) days prior written to Tenant. SECTION 37. TIME OF ESSENCE Time is of the essence of every provision hereof in which time is a factor. IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their duly authorized representatives as of the date first written above. CITY: CITY OF MOORPARK By:____________________________ Troy Brown, City Manager ATTEST: By:____________________________ City Clerk TENANT: INTERFACE CHILDREN & FAMILY SERVICES, INC., a non-profit corporation By: Erik Sternad, Executive Director -11- 764 EXHIBIT "A" DIAGRAM OF PREMISES (Attached.) Includes exterior play space A-1 765 EXHIBIT “B” INSURANCE REQUIREMENTS Tenant will maintain insurance in conformance with the requirements set forth below. Tenant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required, and that any insurance proceeds available to CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will also be available to CITY. Tenant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence and $2,000,000 in aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident and $2,000,000 in aggregate. If Tenant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Tenant or Tenant’s employees will use personal autos in any way on this project, Tenant shall provide evidence of personal auto liability coverage for each such person. Pollution Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and aggregate. Worker’s Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an AM. Best rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Tenant. Tenant and CITY agree to the following with respect to insurance provided by Tenant: 1. Tenant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds CITY, its officials, employees, servants, agents, and independent consultants (“City indemnities”), using standard ISO endorsement No. CG 2011 with an edition prior to 1996. Tenant also agrees to require all contractors and subcontractors working on the Premise to do likewise. B-1 766 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Tenant, or Tenant’s agents, from waiving the right of subrogation prior to a loss. Tenant agrees to waive subrogation rights against CITY regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Tenant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the CITY or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the CITY, as the need arises. Tenant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect CITY’S protection without CITY’S prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Tenant’s general liability policy, shall be delivered to CITY at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, CITY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by CITY shall be charged to and promptly paid by Tenant or deducted from sums due Tenant, at CITY’s option. 8. Certificates are to reflect that the insurer will provide 30 day notice to CITY of any cancellation of coverage. Tenant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Tenant, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to CITY. B-2 767 10. Tenant agrees to ensure that subcontractors, and any other party entering onto the Premises, provide the same minimum insurance coverage required of Tenant. Tenant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Tenant agrees that upon request, all agreements with subcontractors and other parties entering onto the Premises will be submitted to CITY for review. 11. Tenant agrees not to self-insure or to use any self-insured retention or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, or other entity or person entering onto the Premises to self-insure its obligations to CITY. If Tenant’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the CITY. At that time the CITY shall review options with the Tenant, which may include reduction or elimination of the deductible of self-insured retention, substitution of other coverage, or other solutions. 12. For purposes of applying insurance coverage, only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Tenant acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform Tenant of non-compliance with any insurance requirement in no way imposes any additional obligations on CITY nor does it waive any rights hereunder in this or any other regard. 14. Tenant will renew the required coverage annually as long as CITY, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until CITY executes a written statement to that effect. 15. Tenant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Tenant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to CITY within five days of the expiration of the coverages. 16. The provisions of any workers’ compensation or similar act will not limit the obligations of Tenant under this agreement. Tenant expressly agrees not to use any statutory immunity defenses under such laws with respect to CITY, its employees, officials, and agents. B-3 768 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a give coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party of insured to be limiting or all- inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Tenant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge CITY or Tenant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. 21. Tenant agrees to provide immediate notice to CITY of any claim or loss against Tenant arising out of the lease of the Premises. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. B-4 769 EXHIBIT “C” LOCATION OF RESERVED TENANT PARKING SPACES (Attached.) C -1 770