HomeMy WebLinkAboutAGENDA REPORT 2011 0119 CC REG ITEM 09D ITEM 9.D.
(;ity Council 10eeting
MOORPARK CITY COUNCIL AATIC N
AGENDA REPORT -- ------
TO: Honorable City Council
FROM: Hugh R. Riley, Assistant City Mana e
DATE: January 11, 2011 (CC Meeting of 01/19/11)
SUBJECT: Consider Agreements with Ventura County for Ground Lease
and Sale of Medical Clinic (Building A) and Space Lease in
Building B of the Ruben Castro Human Services Center
BACKGROUND & DISCUSSION
The Ruben Castro Human Services Center (RCHSC) project consists of two buildings
totaling approximately 25,000 square feet (the Facility). Building A is 10,000 square feet
and is designed to house non-emergency medical services. Building B is approximately
15,000 square feet and has been planned as an "Under-One-Roof' facility for various
social services, educational uses, and charitable services.
On May 19, 2010, the City Council approved the plans and specifications for the subject
project and authorized staff to advertise for construction bids subject to the City's receipt
of signed Memorandums of Understanding from the County of Ventura and other project
tenants, Catholic Charities, First 5 NfL and Interface Children and Family Services. On
On August 10, 2010 the project was presented to the County Board of Supervisors. The
Board gave its conceptual approval and authorization for the County Executive to work
with the City of Moorpark to finalize a "Memorandum of Understanding and Purchase
Contract for the medical building and lease space for the Human Services Agency in
Building B. Based on the Board's action, later on August 10, 2010 the City Council
amended the May 19 Bidding Authorization to allow staff to solicit construction bids,
while still finalizing the MOU's.
Construction bids were obtained on October 21, 2010. The bids have been reviewed
and tabulated and are within the project's anticipated budget. Staff recommendations for
the award of construction contracts are presented to the Council for consideration later
in the meeting in a different Agenda Report
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Honorable City Council
January 19, 2011
Page 2
AGREEMENTS WITH VENTURA COUNTY
The development of final agreements between the City and the County resulted in the
preparation of a Ground Lease and Agreement for Building A and a Space Lease for
Building B.
GROUND LEASE and AGREEMENT (Attachment 1): This document, when signed, will
be a present-day agreement between the City and the County under which the City and
the County agree (a) that the County will lease the Land upon completion of
construction of the Project (including the Building) for one dollar per year for a term of
55 Years, and (b) that the City will construct the Project, and (c) that the City will sell
and the County will buy the Building when construction is complete for a purchase price
of approximately $5,600,000.
The commencement of the Ground Lease term occurs when the Project and the
Building are completed. At this point, the County becomes the lessee of the Land, and
ownership and title to the Building are transferred to the County in exchange for the
purchase price of the Building. The final purchase price may be adjusted if construction
costs are increased above contingencies due to to changes requested by the County.
Once the term commences, the County will be the lessee of the Land and will occupy
the Building as its owner. As lessee, the County has rights to use common facilities
(e.g., parking, sidewalks, entrances, etc.) and will share in the cost of the City's
maintenance of these facilities.
At the end of the 55-year term of the Ground Lease, the County has the option to
acquire ownership of the Land at its fair market value. If the Land is purchased, the
County will then own both the Land and the Building. In that event, the parties agree to
enter into a Reciprocal Easement and Common Area Maintenance Agreement so that
the County will continue to have the use of the common facilities.
SPACE LEASE: This is a space lease for the County Human Services Agency's use of
3,269 square feet of space in Building B. The lease term is for 10 years at a rental rate
is $1.35 per square foot ($4,413.15 per month) during the first five years of the lease.
The rent shall be increased by 3% on the anniversary date of the agreement during
each of the next five years of the initial term. The County has the option to extend the
lease for two additional five-year terms at a rental rate equal to 95% of the fair market
value for comparable buildings in Moorpark at the time the option is exercised.
The City will pay for water and sanitary sewer, natural gas, electrical and solid waste
removal. The County will be responsible for telephone service, cable television, internet
and janitorial services. The remaining provisions of the lease are similar to those in
standard lease agreements utilized the City and the County.
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Honorable City Council
January 19, 2011
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ACTION BY THE BOARD OF SUPERVISORS AND OTHER AGENCIES
On January 11, 2011, the Ventura County Board of Supervisors took the following
actions by a unanimous vote:
1. Approved the plans and specifications for Building "A" of the RCHSC.
2. Authorized the County Executive Officer, or Designee, to issue and approve
addenda which clarify ambiguities, or correct errors in the plans and
specifications, or are required for adherence to conditions of required permits.
3. Approved and authorized the County Executive Officer, or designee, to sign the
Ground Lease and Agreement (Attachment 1) with the City of Moorpark for the
purchase of Building "A" and lease of the land on which Building "A" of the
RCHSC is to be located.
4. Approved and authorized the County Executive Officer, or designee, to sign the
Lease Agreement (Attachment 2) with the City of Moorpark for 3,269 square feet
of space located within Building "B" of the RCHSC.
5. Approved the issuance, sale and use of up to $5.6 million from either Tax
Exempt Commercial Paper (TECP) or certificates of participation or both for the
purchase of Building "A" of the RCHSC, from the City of Moorpark.
6. Authorized the Auditor-Controller to process the necessary accounting
transactions to increase appropriations to the County Budget Unit 1050 — Capital
Improvements to provide the $5,600,000 purchase price for Building A.
The City has now received signed MOUs from the other tenants in Building B including;
Interface Children and Family Services, First 5, NfL, and Catholic Charities of Ventura
County. The signed MOUs are provided in Attachment 3.
FISCAL IMPACT
Staff has prepared a revised operating budget for the facility including site maintenance
costs and has concluded that the Facility can operate on an annual basis with no impact
on the City's General Fund provided the full Building B tenancy continues. (Attachment
4)
STAFF RECOMMENDATION:
Authorize the City Manager to sign the Ground Lease and Agreement and the Space
Lease with the County of Ventura subject to final language approval by the City
Manager and the City Attorney.
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Honorable City Council
January 19, 2011
Page 4
ATTACHMENTS:
1. Ground Lease and Agreement Building A
2. Space Lease- Building B
3. Building B Tenant MOUs
4. Building B Operating Budget
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S
GROUND LEASE AND AGREEMENT
(612 Spring Road Building A)
THIS GROUND LEASE AND AGREEMENT, hereinafter called "Ground Lease", and dated
for referenced purposes only as of January 11, 2011, is made and entered into by and
between:
CITY OF MOORPARK
hereinafter called "City", and
COUNTY OF VENTURA
hereinafter called "County".
WHEREAS, the City is undertaking the planning, design and construction of the
Ruben Castro Human Services Center (the "Project"), which will consist of two buildings
and related common facilities located on certain real property containing approximately 2.49
acres owned by the City, bearing Assessor's Parcel Numbers 512-0-171-235 and 512-0-
171-245, and approximately depicted on the site plan (the "Site Plan") attached hereto as
Exhibit A; and
WHEREAS, a portion of the Project will consist of a building containing
approximately 10,000 square feet of floor space, and labeled on the Site Plan as Building A,
to be used as a County medical clinic (the "Building""), on approximately 10,000 square
feet of property (as depicted on the Site Plan by cross-hatching hereafter referred to as, the
"Land") owned by the City; and
WHEREAS, City and County have heretofore agreed upon plans and specifications
(the "Approved Plans") for the construction of the Building; and
WHEREAS, upon completion of the Building, title to the Building (but not the Land)
will be sold to the County by Bill of Sale and Assignment of Warranties (the "Bill of Sale") in
the form attached hereto as Exhibit B and will be vested in the County during the Term (as
defined below) of this Ground Lease; and
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WHEREAS, the City and County have determined that it is in the City's and
County's authority and interest to enter into this Ground Lease for the Land on which the
Building is to be located.
NOW, THEREFORE, the parties hereto mutually agree as follows:
PROPERTY LEASED. Effective on the Commencement Date (as defined below)
City leases to County and County rents from City the Land.
1. TERM. Unless sooner terminated as provided in this Ground Lease, the term
of this Ground Lease shall commence on the date on which construction of the Building has
been completed as provided below in Section 3 and a Notice of Completion Issued (the
"Commencement Date") and expire on the last day of the month in which the 55th
anniversary of the Commencement Date occurs (the "Term"). Within ten (10) days
following the Commencement Date, City and County shall execute an Acknowledgment of
Ground Lease Commencement Date in the form attached hereto as Exhibit C for the
purpose of memorializing the Commencement Date and expiration date of the Term.
2. RENT. County shall pay to City rent in the amount of $1.00 per year during
the Term of this Ground Lease which City and County agree is good and valuable
consideration for the Land based on the nature of this Ground Lease. The rent shall be
paid in full ($55.00) for the entire Term upon execution of this Ground Lease.
3. CONSTRUCTION: PURCHASE AND SALE OF BUILDING.
3.1 City has also solicited bids for the construction of the Project, including
the Building, in accordance with the Approved Plans. Promptly following the execution of
this Ground Lease, City will accept the bid of the contractor or contractors (herein
"contractor") acceptable to the City and shall cause the contractor to commence and
complete the construction of the Project and the Building in accordance with the Approved
Plans. City agrees to require the contractor to identify the County as an additional obligee on
any and all performance bonds related to construction of the Building. Upon completion of
construction of the Project and the Building in accordance with the Approved Plans and the
issuance by the City of a Notice of Completion, the Commencement Date of the Term of
this Ground Lease will occur, and City will sell and convey title to the Building to the County
by delivery to the County of the Bill of Sale. Concurrently with City's execution and delivery
of the Bill of Sale to County, County will pay to City Five Million and Forty Thousand Dollars
($5,040,000), that is, ninety (90) percent of the purchase price of the Building, namely, Five
Million Six Hundred Thousand Dollars ($5,600,000) (the "Purchase Price"). The parties
agree that the Purchase Price shall not exceed the actual costs of construction or
$5,600,000, whichever amount is less. The foregoing percentage-based amounts shall be
reduced accordingly should the actual costs of construction be less than $5,600,000. The
County will withhold ten percent of the Purchase Price, that is, Five Hundred and Sixty
Thousand Dollars ($560,000) (the "Retention Amount"), until any and all contractor
disputes that arise prior to the Notice of Completionhave been fully resolved and all
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warranties which are transferable or assignable have been transferred or assigned to the
County. The County may draw on and use said Retention Amount funds to resolve any and
all contractor disputes and warranty issues that the City has not otherwise resolved by the
Commencement Date. Upon resolution of any such disputes, and after all warranties which
are transferable or assignable have been transferred to the County, the County will pay City
the remaining balance of the Retention Amount as full and complete satisfaction of its
obligation to pay the balance of the Purchase Price. After the balance of the Purchase
Price is paid, should any warranty not be transferred to County, for whatever reason, City
agrees to cooperate with County, at County's expense, to pursue enforcement of any
warranty which was not transferable or assignable to County as and when the County
determines enforcement is required. In connection with County's agreement to pay the
Purchase Price, and concurrently with the execution of this Ground Lease by the parties,
the County has deposited the Purchase Price in an escrow, the terms of which, among
other things, require the consent of both parties for the release of funds from the escrow.
County agrees that upon completion of construction of the Project and the Building and
concurrently with City's execution and delivery of the Bill of Sale, County will join City in
authorizing the release from the escrow of the Purchase Price, less the Retention Amount,
to City. The Purchase Price is full and final payment to City for the Building, it being agreed
that County has no responsibility for any costs of construction incurred by the City in excess
of the Purchase Price, except only for those costs of construction in excess of the Purchase
Price incurred by the City as a result of changes to the Approved Plans requested in writing
by the County. On the Commencement Date, County will be deemed to have accepted the
Building as being satisfactory to County in all respects and in its "AS-IS" condition subject to
any pick up items (i.e., minor details of construction and minor mechanical adjustments
remaining to be performed which will not, individually or in the aggregate, prevent or materially
interfere with County's use of the Building or installation of trade fixtures, equipment, or
personal property), offsets against the contractor (i.e., items such as liquidated damages,
penalties for delay in completion, claims for damages, etc.), and warranties transferred from
the City to the County, and County will be deemed to have acknowledged and agreed that
neither the City nor any of its officers, agents or employees (collectively, the "City
Personnel") have made or then make any representations or warranties of any kind or
nature respecting the Building, or any facility, part or component thereof, or its physical
condition or its suitability for use by the County and that, except as expressly set forth in the
Bill of Sale, it is not relying upon any such representations or warranties by the City or any
City Personnel.
3.2 At the expiration of the Term or any extension Term, County shall have
the option to either purchase the Land from the City for "fair market value" or remove the
Building in accordance with Section 26 of this Ground Lease. The City shall provide County
with its initial determination of the fair market value of the Land not less than one year
before expiration of the Term. If the parties do not agree on the fair market value, the City
and County shall each hire an appraiser who shall independently appraise the Land and
exchange such appraisals not less than two hundred and eighty (280) days before
expiration of the Term. No later than two hundred and sixty (260) days before expiration of
the Term, the City and County appraisers shall meet with staff from the City and County to
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attempt to reconcile any differences in their appraised values and to agree upon a single
fair market value for the Land. If the parties are unable to reach agreement on a value,
then the appraisers shall immediately designate a third appraiser to determine the fair
market value of the Land. If the City's and County's appraisers cannot agree on a third
appraiser within one week, then each appraiser shall immediately submit the name of
another appraiser who is ready, willing, and able to appraise the Land, and the third
appraiser will be determined by the flip of a coin conducted no later than two hundred and
thirty (230) days before expiration of the Term. In the event a third appraiser is required, (1)
his or her appraisal shall be prepared and provided to the parties no later than two hundred
(200) days before expiration of the Term and (2) the value determined such third appraiser
shall be the fair market value of the Land for purposes of this paragraph. The fees for the
third appraiser shall be split between the parties. City and County shall separately bear all
fees for the appraiser each selects. If County elects to purchase the Land, such election
must be made by giving City written notice of such election not less than one hundred
eighty (180) days prior to the expiration of the Term; otherwise, County will be deemed to
have elected to remove the Building in accordance with Section 26. If County elects to
purchase the Land, City and County agree to enter into, execute and acknowledge a
Reciprocal Easement, which shall include County's associated parking rights, and a
Common Area Maintenance Agreement in form and substance reasonably acceptable to
City and County and to cause the same to be recorded in the real property records of
Ventura County simultaneously with the closing of the County's purchase of the Land.
County and City acknowledge that it will be necessary to create a separate legal parcel for
the Land if the County elects to purchase the Land. It is agreed that County shall be solely
responsible for all fees, costs and expenses incurred, including, without limitation, those
incurred by City, in creating such separate legal parcel.
4. HOLDOVER. If County holds possession of the Land and Building after the
expiration of the Term of this Ground Lease, or any extension thereof, with consent of City,
expressed or implied, County shall become a Tenant from month-to-month. All other terms
and conditions of this Ground Lease shall remain unchanged, with the exception on the
rent. Holdover rent shall be paid monthly to the City in the amount of $6,000.00. Holdover
rent shall increase by 3% every 12 month period during holdover status.
6. Intentionally Left Blank.
7. USE. The Land and the Building shall be used for the following specified
purpose and shall not be used for any other purpose without first obtaining the written
consent of City, which consent the City is under no obligation to give: Health Care Facilities
Including Medical Clinic owned and operated by the County. County may have up to six (6)
restricted onsite parking spaces as assigned by City and shall have access to shared onsite
parking spaces for the Project.
The County may submit suggested names for the Building; however, the Moorpark City
Council shall have the sole and absolute right in naming the Building.
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8. SIGNS. County shall not erect or display, or permit to be erected or displayed
on the Land or the Building exterior, any signs of any kind without first obtaining the written
consent of the City which consent shall not be unreasonably withheld.
9. ALTERATIONS BY COUNTY. County shall have the right to modify the
interior of Building at County's sole expense. All such modifications shall be performed in a
good and workmanlike manner, by duly licensed contractors, and in compliance with all
applicable governmental laws, ordinances and regulations. County shall pay for all labor,
services and materials utilized in connection with the making of such modifications, and
County shall not permit any mechanics', materialmen's or other liens to be placed against
the Land or the Building. Prior to the commencement of any modifications to the exterior of
the Building, County shall submit detailed plans and renderings to the City, and City shall
have the right, in its reasonable discretion, to approve or disapprove of such modifications if
the same are not compatible from a design, architectural or aesthetic standpoint with other
improvements and buildings in the Project or to approve or disapprove of such
modifications, in its sole and absolute discretion.
10. FIRE INSURANCE. Fire and extended coverage insurance on the Land and
Building shall be the sole concern of County. However, no use except that which is
expressly provided in this Ground Lease shall be made or permitted to be made of the Land
or the Building.
11. LIABILITY INSURANCE.
11.1 Subject to the County's right to self-insure for this coverage as provided
below, County, at its own expense, shall procure and maintain with respect to the Land and
Building and operations conducted therein adequate general premises liability insurance
against bodily injury and against property damage. Said insurance shall have a combined
single limit of liability for bodily injuries and for property damage in an amount of not less
than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) annual aggregate; provided, that such limits shall be subject to periodic
increase (but not more often than once every five (5) years) as the City may determine in its
reasonable discretion. County shall furnish to City a Certificate of Liability Insurance from an
insurer admitted to do business in the State of California, which certificate shall verify that
County carries public liability insurance as described above. Said certificate shall verify:
a. That City is named as an additional insured in said insurance, and
b. That such insurance covers products and completed operations
coverages, and
C. That said insurance shall not be cancelled nor terminated without thirty
(30) days' prior written notice given to City, and
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d. That such insurance shall be primary insurance, notwithstanding any
"other insurance" clauses to the contrary which may be contained in either County's or
City's insurance contracts.
The insurance coverage shall contain within the contract or by endorsement a "broad
form" of contractual liability coverage which covers contracts entered into by County,
including leases. County shall indemnify and hold City harmless from all claims, losses,
liabilities, damages, actions, judgments, costs and expenses (including, without limitation,
attorneys' fees and costs) that exceed the limits of its liability insurance.
Notwithstanding anything to the contrary in this Section 11.1, County may elect to
assume, insure or maintain a plan of self-insurance for all or any part of the insurance
required of County under this Section 11.1 if County delivers to City (a) its self-insurance
plan and (b) a certificate stating that County is the insurer for all purposes under this
Ground Lease for the particular risk. If County so assumes, insures or maintains any such
plan of self-insurance, no such self-insurance shall diminish the rights and privileges to
which City is otherwise entitled under the terms of this Ground Lease when there is a third-
party insurer. If County ceases to maintain a plan of self-insurance with respect to any risk
required to be insured against under this Section 11.1, County shall give notice thereof to
City and shall immediately comply with the provisions of this Section 11.1 relating to the
policies of insurance required. In addition, if County elects to self-insure, County in its
capacity as insurer shall be treated in the same manner as an independent third party
insurer would be treated.
11.2 City shall maintain comprehensive general liability insurance insuring
County and City against claims for personal injury or death or property damage or
destruction occurring in, upon or about the Common Area (as defined in Exhibit B attached
hereto) of the Project. Such insurance shall be written with an insurer admitted to do
business in the State of California and County shall be named on the policy or policies as
an additional insured. The limits of liability of all such insurance are initially not to be less
than a combined single limit of One Million dollars ($1,000,000.00) per occurrence and Two
Million Dollars ($2,000,000.00) annual aggregate; provided, that such limits shall be subject
to periodic increase (but not more often than once every five (5) years) as the City may
determine in its reasonable discretion. City shall pay, before delinquency, the premiums for
such insurance and County shall reimburse City for the County's Share (as defined in
Section 14b) of such premiums within thirty (30) days following County's receipt of the City's
invoice therefor.
12. TAXES AND ASSESSMENTS. City agrees that the County's use of the Land
and Building shall be exempt from any special assessments levied by the City for any
purpose not directly related to the services provided by County, except as may be
preempted or superseded by applicable State law. Except as aforesaid, throughout the
Term County shall pay, before delinquency, all taxes and assessments, if any, levied or
assessed against the Land or the Building at any time during the Ground Lease. If any
such taxes or assessments are billed to City, City shall pay the same and County shall
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reimburse City for such taxes and assessments within thirty (30) days following County's
receipt of City's invoice therefor. City shall pay, before delinquency, all taxes and
assessments, if any, levied or assessed against the Common Area and County shall
reimburse City for the County's Share (as defined in Section 14b) of such taxes and
assessments within thirty (30) days following County's receipt of the City's invoice therefor.
13. UTILITIES AND BIO-WASTE. County shall be responsible for all utilities
serving the Land and the Building and shall make payments directly to the utility company
furnishing same. County shall be solely responsible for temporary onsite storage and
disposal of bio-waste resulting from its operation consistent with applicable federal, state
and county laws and regulations.
14. COMMON AREA MAINTENANCE BY CITY. City shall maintain the Common
Area (as defined in Exhibit D attached hereto) of the Project in accordance with the
maintenance standards set forth in Exhibit D attached hereto. However, notwithstanding
anything to the contrary in this Ground Lease, the County shall be responsible for the cost
plus 15% City overhead fee for maintaining, repairing or replacing those portions of the
Common Area damaged by reason of the negligence or misconduct of the County, its
agents, servants, employees, contractors, patrons, guests or invitees (collectively, the
"County").
a. City grants the County the non-exclusive right, in common with other occupants
of the Project (and their agents, servants, employees, contractors, patrons, guests and
invitees), to use the Common Area during the term of this Ground Lease. City may from
time to time prescribe reasonable written rules and regulations pertaining to the use of the
Common Area, and County agrees to, and to cause the County to comply with such rules
and regulations.
b. County shall reimburse City for County's Share (as hereafter defined) of all
costs and expenses, including a 15% City overhead fee, incurred by City in maintaining the
Common Area in accordance with the maintenance standards set forth in Exhibit D
attached hereto. For purposes of this Ground Lease, "County's Share" shall mean that
percentage which is obtained by dividing the number of square feet in the Building (10,000)
by the total number of square feet in the two buildings located in the Project (25,000), and
County's Share during the Term is agreed to be 40%. On or about each February 1, May 1,
August 1 and November 1 during the term of this Ground Lease, City shall provide County
with an invoice itemizing, in reasonable detail, City's costs and expenses incurred in
maintaining the Common Area during the past three months and setting forth County's
Share of such costs. County shall pay to City County's Share of such costs within thirty (30)
days following County's receipt of such invoice.
15. REPAIRS AND MAINTENANCE BY COUNTY; DESTRUCTION. On the
Commencement Date, County will be deemed to have accepted the Land as being in good
and sanitary order, condition and repair. County shall be responsible, at its sole expense,
for all maintenance, repairs and replacements (whether structural or non-structural or of a
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capital or non-capital nature) related to the Land and the Building, and shall maintain the
Land and the Building in good and safe order, condition and repair (including the making of
any necessary replacements). Except as otherwise expressly provided in this Ground
Lease, City shall have no responsibility or obligation whatever respecting the maintenance,
repair or replacement of the Land or the Building.
If, all or any portion of the Land is damaged or destroyed by fire or any other
casualty, the County, at its sole cost and expense, shall promptly and diligently restore the
same to its condition immediately preceding the damage or destruction. If all or any portion
of the Building are damaged or destroyed by fire or any other casualty, the County, at its
sole cost and expense, shall promptly and diligently restore the same to their condition
immediately preceding the damage or destruction; provided, that if the County determines
that it is not in its best interests to so restore the Building, the County may, upon written
notice to the City given within thirty (30) days following such damage or destruction, elect to
terminate this Ground Lease as of a date not more than six (6) months following the date of
County's written notice. If the County elects to terminate this Ground Lease, then the
County, at its sole cost and expense, shall (a) demolish and remove the Building (including,
without limitation, all foundations and subsurface footings), (b) remove or appropriately cap
off all utilities serving the Building and (c) return the Land to a smooth, graded, fully
compacted, and if directed by the City, hydroseeded or sodded condition, free from all trash
and debris.
16. ENTRY BY CITY. City may enter upon the Land and the Building at all
reasonable times to examine the condition thereof, and for the purpose of providing
maintenance and making such repairs as City is expressly required to perform under this
Ground Lease, provided that such right shall not be exercised in such a manner as to
unreasonably interfere with any business conducted by County on the Land or the Building
and shall be on at least twelve hours' prior notice to County.
17. COMPLIANCE WITH LAW. County shall not use or permit the use of the
Land or the Building for an illegal or immoral purpose and shall comply, at its sole expense,
with all federal, state and local laws and ordinances concerning the Land and the Building
and the use and occupancy thereof. It is agreed that City shall have no liability or obligation
whatever with respect thereto.
18. DISCRIMINATION. County agrees not to discriminate against any person or
class of persons by reason of race, sex, color, creed, or national origin in the use of the
Land.
19. ASSIGNMENT AND SUBLETTING. County shall not assign this Ground
Lease, or any interest therein, and shall not sublet the Land or any part thereof, or any right
or privilege appurtenant thereto, or suffer any other person (the agents and employees of
County excepted) to occupy or use said Land, or any portion thereof, without the prior
written consent of the City Manager or his/her designee. Such consent may be withheld at
the sole and absolute discretion of City Manager or his/her designee. No such permitted
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subletting or permitted occupancy shall release the County from any of its liabilities and
obligations under this Ground Lease, and the use of the Building by any such permitted
sublessee or other permitted occupant must comply in all respects with the terms of this
Ground Lease.
20. DEFAULT OR BREACH. Except as otherwise provided, at any time one party
to this Ground Lease is in default or breach in the performance of any of the terms and
conditions of this Ground Lease, the other party shall give written notice to remedy such
default or breach. If said default or breach is remedied within sixty (60) days following
receipt of such notice, then this Ground Lease shall continue in full force and effect. If such
default or breach is not remedied within sixty (60) days following receipt of such notice, the
other party may, at its option, terminate this Ground Lease. Such termination shall not be
considered a waiver of damages or other remedies available to either party because of
such default or breach. Each term and condition of this Ground Lease shall be deemed to
be both a covenant and a condition.
21. WAIVER. A waiver by either party of any default or breach by the other party
in the performance of any of the covenants, terms or conditions of this Ground Lease shall
not constitute or be deemed a waiver of any subsequent or other default or breach. No
term, covenant or condition of this Ground Lease can be waived orally or by a course of
conduct, but only by a writing signed by the duly authorized officer or representative of the
party to be charged.
22. PARTIES BOUND AND BENEFITTED. The covenants, terms, and conditions
herein contained shall apply to and bind the heirs, successors, executors, administrators,
and assigns of all of the parties hereto, and all of the parties hereto shall be jointly and
severally liable hereunder.
23. TIME. Time is of the essence of this Ground Lease.
24. INDEMNITY. Without limiting any other obligations of indemnity on the part of
the County, from and after the Commencement Date and during the Term of the Lease the
County agrees to indemnify, protect, defend (by counsel reasonably acceptable to the City)
and hold the City and its officials, officers, agents, employees, contractors, servants,
volunteers, permitees, guests and invitees (collectively, the "Indemnified Parties")
harmless from and against any and all claims, losses, liabilities, damages, actions, causes
of action, judgments, penalties, fines, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) (collectively, "Claims") suffered or incurred by
the Indemnified Parties, or any of them, arising out of or relating to (a) any death, bodily
injury or property damage occurring in, on or about the Land or the Building, (b) any work or
other activity conducted by or for the County in, on or about the Land, the Building or the
Project, or (c) the negligence, acts or omissions of the County or any of its subtenants,
officials, officers, agents, employees, contractors, servants, volunteers, permitees, guests
or invitees in, on or about the Land, the Building or the Project; provided, that the foregoing
indemnity shall not apply to the extent that any Claim arises out of or relates to the
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negligence or willful misconduct of the Indemnified Party. The limits of any insurance or
self-insurance maintained by the County shall not limit the liability of the County under this
Section 24.
25. CONDEMNATION. If, the whole of the Land should be taken by a public
authority under the power of eminent domain, then the term of this Ground Lease shall
cease on the day of possession by said public authority. If a part only of the Land should
be taken under eminent domain, County shall have the right to either terminate this Ground
Lease or to continue in possession of the remainder of the Land. If the County remains in
possession, all of the terms hereof shall continue in effect, the rentals payable being
reduced proportionately for the balance of the term of this Ground Lease. If such taking
under the power of eminent domain occurs, those payments attributable to the leasehold
interest of the County shall belong to the County, and those payments attributable to the
reversionary interest of the City shall belong to the City. Notwithstanding the foregoing to
the contrary, County agrees as a material inducement and consideration to City for City's
entry into this Ground Lease and for City construction of the Building, that County will not at
any time exercise its power of eminent domain to take or condemn, either temporarily or
permanently, all or any part of the Project, or Land.
26. CONDITION OF LAND UPON TERMINATION. Upon the termination of the
Term of this Ground Lease for any reason, County shall vacate the Land and shall promptly
(a) demolish and remove the Building (including, without limitation, all foundations and
subsurface footings), (b) remove or appropriately cap off all utilities serving the Building and
(c) return the Land to a smooth, graded, fully compacted, and if directed by the City,
hydroseeded or sodded condition, free from all trash and debris.
27. ENTIRE AGREEMENT. This Ground Lease contains the entire
understanding of the parties hereto and no obligation other than those set forth herein will
be recognized.
28. AGREEMENT MODIFICATION. This Ground Lease may be cancelled,
extended, or amended only in writing by the mutual consent of the parties hereto. Such
cancellation, extension, or amendment may be executed by the Director of Public Works
Agency, or another representative on behalf of County, as authorized by the Ventura
County Board of Supervisors, and by the City Manager on behalf of the City as authorized
by the City Council.
29. PARTIAL INVALIDITY. If any term, covenant, condition or provision of this
Ground Lease is found by a Court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions hereof shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated thereby.
30. GENDER AND NUMBER. For the purpose of this Ground Lease, wherever
the masculine or neuter form is used, the same shall include the masculine or feminine, and
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the singular number shall include the plural and the plural number shall include the singular,
wherever the context so requires.
31. ARTICLE HEADINGS. Article headings in this Ground Lease are for
convenience only and are not intended to be used in interpreting or construing the terms,
covenants and conditions of this Ground Lease.
32. FORCE MAJEURE. Except for the payment of monetary sums, no party to
this Ground Lease shall be chargeable with, or liable for, or responsible to the other for
anything in any amount due to, and the time for performance hereunder by such party shall
be extended for, any delay caused by fire, earthquake, explosion, flood, the elements, acts
of terrorism, acts of God, insurrection, rebellion, riots, strikes, lockouts, labor or material
shortages, litigation, or any other cause whether similar or dissimilar to the foregoing which
is beyond the reasonable control of such party, and any delay due to said causes or any of
them shall not be deemed a default under this Ground Lease.
33. NOTICES AND PAYMENTS. All notices required under this Ground Lease,
including change of address, shall be in writing and all notices and payments shall be made
as follows:
33.1 All payments and notices to City shall be given or mailed to:
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 90021
33.2 All notices to County shall be given or mailed to:
County of Ventura
800 S Victoria Avenue
Ventura, CA 93009
Attn: Public Works Real Estate Services
City and County have caused this Ground Lease to be duly executed by their
respective duly authorized officers as of the dates set forth below.
County of Ventura
Dated:
"COUNTY"
City of Moorpark
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Dated: By
"CITY"
EXHIBIT A
Site Plan
and
Meets and Bounds
Description
(behind this page)
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SEGMENT BEARING DISTANCE SEGMENT BEARING DISTANCE SEGMENTI DELTA I RADIUS I LENGTH
1 EAST 20.60' 10 EAST 18.71' 9 90'41'53" 30.00' 1 47.49'
2 NORTH 57.50' 11 NORTH 0.50'
3 EAST 40.68' 12 EAST 40.68'
4 NORTH 0.50' 13 NORTH 0.50'
i 5 EAST 114.50' 14 EAST 58.03'
6 N 06'57'44" E 27.43' 15 NORTH 29.82'
I7 S 83'02'16" E 0.50' 16 EAST 11.90'
8 N 06'57'44" E 14.58' 17 NORTH 41.18'
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EXHIBIT"A"
A PORTION OF PARCEL"C" OF THE PARCEL MAP NO. 5426, IN THE CITY OF
MOORPARK, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS SHOWN ON MAP
RECORDED IN BOOK 62, PAGE 35 OF PARCEL MAPS,IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL"C", THENCE
EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL"C", EAST 20.60 FEET,
THENCE AT RIGHT ANGLES NORTH 57.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE,
1ST: EAST 40.68 FEET; THENCE AT RIGHT ANGLES,
2ND: NORTH 0.50 FEET; THENCE AT RIGHT ANGLES,
3RD: EAST 114.50 FEET; THENCE,
4TH: NORTH 6° 57' 44"EAST 27.43; THENCE AT RIGHT ANGLES,
5TH: SOUTH 83° 02' 16"EAST 0.50 FEET; THENCE AT RIGHT ANGLES,
6TH: NORTH 6° 57' 44"EAST 14.58 FEET TO THE BEGINNING OF A NON-TANGENT
CUVRE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 30.00 FEET TO
WHICH POINT OF BEGINNING A RADIAL LINE BEARS SOUTH 2'48' 23"EAST;
THENCE,
7TH: EASTERLY 47.49 FEET ALONG SAID CURVE THROUGH AN CENTRAL ANGLE
OF 90° 41' 53": THENCE
8TH: WEST 18.71 FEET; THENCE AT RIGHT ANGLES,
9TH: SOUTH 0.50 FEET; THENCE AT RIGHT ANGLES,
10TH: WEST 40.68 FEET: THENCE AT RIGHT ANGLES,
11TH: NORTH 0.50 FEET: THENCE AT RIGHT ANGLES,
12TH: WEST 58.03 FEET: THENCE AT RIGHT ANGLES,
13TH: SOUTH 29.82 FEET: THENCE AT RIGHT ANGLES, t
14TH: WEST 11.90 FEET: THENCE,
15TH: SOUTH 41.18 FEET TO THE TRUE POINT OF BEGINNING.
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Area containing approximately 10144 SQUARE FEET.
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EXHIBIT B
Bill of Sale
and Assignment of Warranties
This Bill of Sale is executed and delivered under the terms of the Ground Lease (the
"Ground Lease"), dated as of January 11, 2011, by and between the CITY OF
MOORPARK (the "City") and the COUNTY OF VENTURA (the "County"). Unless another
meaning is specifically set forth in this Bill of Sale, capitalized terms used in this Bill of Sale
have the same meanings given to them in the Ground Lease.
The City, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the City, does hereby sell and deliver to the County all of the City's right,
title and interest in and to the Building.
The City, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the City, does hereby assign and transfer to the County all warranties and
guaranties (express or implied) made by or received from any third party with respect to any
system, component, structure, fixture, machinery, equipment, or material contained in or
comprising a part of the Building including, without limitation, those warranties and
guaranties listed in Exhibit 1 attached hereto (collectively, "Warranties").
In accepting this Assignment of Warranties, the County assumes all of the City's
obligations arising from and after the date hereof under the Warranties.
Notwithstanding anything in this Bill of Sale to the contrary, the City makes no
representations or warranties whatsoever regarding the Building, except only that the City
represents and warrants that the City has the right, power and authority to sell the Building
to the County and that the Building is free and clear of all liens, claims and encumbrances
created by or arising under or through the City.
EXECUTED as of , 201—.
CITY OF MOORPARK
By: Exhibit - Do Not Sign
Its:
Attest:
Exhibit - Do Not Sign
City Clerk
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EXHIBIT 1 TO BILL OF SALE
Warranties and Guaranties
[To be Listed]
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EXHIBIT C
Acknowledgment of Ground Lease Commencement Date
This Acknowledgment of Ground Lease Commencement Date (the
"Acknowledgment") is executed and delivered under the terms of the Ground Lease (the
"Ground Lease"), dated as of January 11, 2011, by and between the CITY OF
MOORPARK (the "City") and the COUNTY OF VENTURA (the "County"). Unless another
meaning is specifically set forth in this Acknowledgment, capitalized terms used in this
Acknowledgment have the same meanings given to them in the Ground Lease.
1. Acknowledgement. City and County hereby acknowledge and agree that the
Commencement Date of the Ground Lease is , 201_, and that the Term of
the Ground Lease will expire on the last day of the month in which the 55th anniversary of
the Commencement Date occurs.
2. Purpose. The purpose of this Acknowledgment is solely to memorialize the
Commencement Date of the Term of the Ground Lease. In the event of any conflict
between the terms of this Acknowledgment and the terms of the Ground Lease, the terms
of the Ground Lease will control in all respects,
City and County have caused this Acknowledgment to be duly executed by their
respective duly authorized officers as of the date first set forth above.
CITY OF MOORPARK COUNTY OF VENTURA
By: Exhibit - Do Not Sign By: Exhibit— Do Not Sign
Its: Its:
Attest: Attest:
Exhibit - Do Not Sign Exhibit — Do Not Sign
City Clerk County Clerk
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EXHIBIT D
Common Area Maintenance
1. As used in the Ground Lease and this Exhibit, "Common Area" means all
public and common facilities erected on the Project intended for common use of tenants,
owners and customers, including, but not limited to, entrances, exits, driveways, access
roads, parking areas, walks, service drives, directional signs, lighting facilities, utility
services, drainage and retention pond facilities, landscaped areas and other facilities and
areas intended for common use, as the same may exist from time to time in the Project.
The Common Area includes all those areas on each Parcel which are not Building Area
together with those portions of the Building Area on each Parcel which are not from time to
time actually covered by a building or other commercial structure or which cannot under the
terms of this Ground Lease be used for buildings. Canopies which extend over the
Common Area, together with any columns or posts supporting the same, are deemed to be
a part of the building to which they are attached and not a part of the Common Area.
2. City shall maintain the Common Area at all times in good, clean and safe
condition and repair (including, without limitation, the making of necessary replacements).
That maintenance is to include, without limitation, the following maintenance items:
(a) Maintaining, repairing and resurfacing, when necessary, all paved
surfaces in a level, smooth and evenly covered condition with the type of surfacing material
originally installed or such substitute as is in all respects equal or superior in quality, use
and durability; and restriping, when necessary;
(b) Removing all papers, debris, filth and refuse;
(c) Maintaining, repairing and replacing, when necessary, all traffic
directional signs, markers and lines;
(d) Operating, maintaining, repairing and replacing, when necessary, such
artificial lighting facilities as are reasonably required;
(e) Maintaining all landscaped areas; maintaining, repairing and replacing,
where necessary, automatic sprinkler systems and water lines; and replacing shrubs and
other landscaping as is necessary;
(f) Maintaining, repairing and replacing, when necessary, all Common
Area fencing, walls, barricades and other similar structures;
(g) Maintaining, repairing and replacing, when necessary, all storm drains,
sewers and other utility lines and facilities serving the Common Area and not dedicated to
the public or conveyed to any public or private utility; and
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(h) Performing itself or contracting with a third party or parties to perform
any of the services described herein.
(i) Maintaining Insurance, as deemed appropriate by City, for the
Common Area.
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LEASE AGREEMENT
(612 Spring Road Building B)
THIS LEASE, hereinafter called "Agreement", dated for reference purposes only
as of January 11, 2011, is made and entered into by and between
CITY OF MOORPARK
hereinafter called "City", and
COUNTY OF VENTURA
hereinafter called "County".
The parties agree that:
1. PROPERTY LEASED. Effective on the Commencement Date (as
defined below), City leases to County and County rents from City three thousand
two hundred sixty nine (3,269) square feet of office space, hereinafter called
"Premises", located in the building to be constructed the City and comprising a
part of the Ruben Castro Human Services Center project (the "Project') in the
City of Moorpark, County of Ventura, and State of California and depicted on
Exhibit "A" attached hereto.
2. CONSIDERATION. County shall pay a rental rate of $1.35 per
square foot or $4,413.15 per month during the first five years of this Agreement.
The rent shall then be increased by 3% on the anniversary date of the
Agreement during each of the next five years of the initial term. Rent is payable
in advance, on the first day of each calendar month during the term of this
Agreement. Rent for any partial month at the beginning or end of the term shall
be prorated based on the actual number of calendar days in such partial month.
3. TERM. The term of this Agreement (the "Term") shall be ten years
commencing upon issuance of a certificate of occupancy and delivery of
possession of the Premises by City (the "Commencement Date"). The parties
will confirm with one another by letter agreement the Commencement Date and
expiration date of this Agreement.
4. OPTION TO EXTEND. Provided County is not in default under the
Agreement, either at the time the option is exercised or at the date the extended
term commences, County shall have two (2), five (5) year options to extend the
Term of the Agreement at a rental rate to be equal to 95% of the fair market
value for comparable buildings in Moorpark at the time of the execution of the
option. County shall provide Lessor, not less than twelve (12) months prior to the
expiration of the Lease Term, a written notice of its intent to exercise the option
to extend the Agreement.
LA#4816-0985-0888 Q ATTACHMENT 2
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5. USE. Premises shall be used for the following specified purpose
and shall not be used for any other purpose without first obtaining the written
consent of City, which consent the City is under no obligation to give: human
and social services provided by County. County has no agreed upon number of
onsite parking spaces and shall have access to onsite parking spaces in the
same manner of the other tenants of the Project.
6. LIABILITY INSURANCE. County, at its own expense, shall procure
and maintain with respect to the Premises and operations conducted therein
adequate commercial general liability insurance against bodily injury and against
property damage. Said insurance shall have a combined single limit of liability
for bodily injuries and for property damage in an amount of not less than One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars $(2,000,000)
annual aggregate. Notwithstanding anything to the contrary provided in this
Agreement, County shall furnish to City a Certificate of Insurance from an insurer
admitted to do business in the State of California, which certificate shall verify
that County carries commercial general liability insurance as described above.
Said certificate shall verify:
a. That City is named as an additional insured in said insurance, and
b. That said insurance shall not be canceled nor terminated without
thirty (30) days prior written notice given to City, and
C. That such insurance shall be primary insurance, notwithstanding
any "other insurance" clauses to the contrary which may be contained in either
County's or City's insurance contracts.
The insurance coverage shall contain within the contract or by endorsement a
"broad form" of contractual liability coverage, which covers contracts, entered into
by County, including leases. County shall indemnify and hold City harmless from
all claims, losses, liabilities, damages, actions, judgments, costs and expenses
(including, without limitation, attorneys' fees and costs) that exceed the limits of
its liability insurance.
Notwithstanding anything to the contrary in this Section 6, County may elect to
assume, insure or maintain a plan of self-insurance for all or any part of the
insurance required of County under this Section 6 if County delivers to City (a) its
self-insurance plan and (b) a certificate stating that County is the insurer for all
purposes under this Agreement for the particular risk. If County so assumes,
insures or maintains any such plan of self-insurance, no such self-insurance shall
diminish the rights and privileges to which City is otherwise entitled under the
terms of this Agreement when there is a third-party insurer. If County ceases to
maintain a plan of self-insurance with respect to any risk required to be insured
against under this Section 6, County shall give notice thereof to City and shall
immediately comply with the provisions of this Section 6 relating to the policies of
insurance required. In addition, if County elects to self-insure, County in its
LA#4816-0985-0888 Q 2
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capacity as insurer shall be treated in the same manner as an independent third
party insurer would be treated.
7. SIGNS. County shall have the right to install signs appropriate for
the identification of the Premises in accordance with City Code subject to City
Manager written approval.
8. ALTERATIONS BY COUNTY. City hereby consents that County
shall have the right, at County's sole expense, to make non-structural
installations, modifications and improvements to the Premises. All
improvements, installations and modifications installed by the County during the
term of this Agreement shall be considered personal property of County and
County may, at its option, remove any or all of such items at any time during the
term of this Agreement. If County removes any of such items, County shall
restore that portion of the Premises affected by such removal, normal wear and
tear excepted, in accordance with Section 23. All alterations shall be performed
in a good and workmanlike manner. All alterations shall comply with all laws,
rules and regulations imposed by Governmental agencies having jurisdiction over
the Premises, including, without limitation, compliance with the Americans with
Disabilities Act and City Building Codes. All such alterations shall be performed
in a good and workmanlike manner, by duly licensed contractors. County shall
pay for all labor, services and materials utilized in connection with the making of
such modifications and County shall keep the Premises and the Center free from
any liens arising out of any work performed on Premises, for material furnished to
Premises or for obligations incurred by County.
9. UTILITIES AND JANITORIAL. City shall pay for water and sanitary
sewer services, natural gas, electrical and solid waste removal serving the
Premises and shall make payments directly to the utility company furnishing such
.services. County shall be responsible for telephone service, cable television,
internet, and janitorial services to the Premises.
10. REPAIRS AND MAINTENANCE. County shall be responsible, at
its sole expense, for the interior maintenance and repair of the Premises, and
County shall keep the Premises is good and safe condition and repair. City shall
be responsible for all other maintenance and repair of the Premises including but
not limited to HVAC, plumbing, electrical and all exterior Premises maintenance
and repair; provided, that if the need for such maintenance or repair is due to the
negligence, acts or omissions of County or its agents, employees, contractors,
guests or invitees, then County shall be liable for the cost thereof.
11. TAXES AND ASSESSMENTS. This paragraph is deleted by the
consent of the parties.
12. COUNTY'S PERSONAL PROPERTY. City shall have no
responsibility or liability for loss, damage or destruction of any personal property
placed on the Premises by County or its agents, employees, contractors, guests
or invitees.
LA#4816-0985-0888 Q 3
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13. ENTRY BY CITY. City may enter upon the Premises at all
reasonable times to examine the condition thereof, provided that such right shall
not be exercised in such a manner as to unreasonably interfere with any
business conducted by County on the Premises.
14. COMPLIANCE WITH LAW. County shall not use or permit the use
of the Premises for an illegal or immoral purpose and shall comply with all
federal, state and local laws and ordinances concerning the Premises and use
thereof.
15. DISCRIMINATION. County agrees not to discriminate against any
person or class of persons by reason of race, sex, color, creed, or national origin
in the use of the Premises.
16. ASSIGNMENT AND SUBLETTING. This Agreement may not be
assigned to any third party. County shall not have the right to sublet any portion
of the Premises to any third party for any reason.
17. DEFAULT OR BREACH. Except as otherwise provided, at any
time one party to this Agreement is in default or breach in the performance of any
of the terms and conditions of this Agreement, the other party shall give written
notice to remedy such default or breach. If said default or breach is remedied
within sixty (60) days following such notice, then this Agreement shall continue in
full force and effect. If such default or breach is not remedied within sixty (60)
days following such notice, the other party may, at its option, terminate the
Agreement. Such termination shall not be considered a waiver of damages or
other remedies available to either party because of such default or breach. Each
term and condition of this Agreement shall be deemed to be both a covenant and
a condition.
18. WAIVER. A waiver by either party of any default or breach by the
other party in the performance of any of the covenants, terms, or conditions of
this Agreement shall not constitute or be deemed a waiver of any subsequent or
other default or breach. No term, covenant or condition of this Agreement can be
waived orally or by a course of conduct, but only by a writing signed by the duly
authorized officer or representative of the party to be charged.
19. ACQUIESCENCE. 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 right to insist upon strict
performance of the terms hereof in any subsequent instance.
20. PARTIES BOUND AND BENEFITED. The covenants, terms and
conditions herein contained shall apply to and bind the heirs, successors,
executors, administrators, and assigns of all of the parties hereto, and all of the
parties hereto shall be jointly and severally liable hereunder.
LA#4816-0985-0888 Q 4
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21. HOLD HARMLESS. County agrees to indemnify and defend City
and its officials, officers, agents, employees, contractors and servants, and each
of them. against, and holds them, and each of them, harmless from, all claims,
losses, liabilities, damages, actions, judgments, costs and expenses (including,
without limitation, attorneys' fees and costs) arising out of or in any way
connected with (a) the use or occupancy of the Premises by County its officials,
officers, employees, agents, guests, contractors, or invitees, (b) any work or
other activity conducted by or for the County in, on or about the Premises, or (c)
the negligence, acts or omissions of the County or any of its officials, officers,
agents, employees, contractors, guests or invitees in, on or about the Premises.
22. CONDITION OF PREMISES UPON TERMINATION. Upon
termination of this Agreement for any reason, County shall vacate the Premises
and deliver it to City in good order and condition except for damage caused by
ordinary wear and tear.
23. REMOVAL OF COUNTY'S PERSONAL PROPERTY. At the
expiration, termination or cancellation of this Agreement, the County shall have
removed, at its own expense, all improvements and installations of any kind
owned or placed on the Premises by the County, along with all debris, surplus
and salvage material, and shall leave the Premises in substantially the same
condition as when first occupied by County. If County does not remove, or has
not completed removal of its improvements and installations within seven days
after such expiration, termination or cancellation, title thereto shall vest in the
City. City may thereafter remove or cause 'to be removed or destroyed such
improvements and installations left on the Premises and in such event, County
shall pay the City the reasonable and actual cost of any such removal, sale or
destruction in excess of any consideration received by City as a result of any
such removal, sale or demolition.
24. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto and no obligations other than those set forth
herein will be recognized.
25. AGREEMENT MODIFICATION. This Agreement may be
terminated, extended, or amended in writing by the mutual consent of the parties
hereto. Such modification may be executed by the Director of the Public Works
Agency, or another representative on behalf of the County, as authorized by the
Ventura County Board of Supervisors, and by the City Manager, as authorized by
the City Council.
26. PARTIAL INVALIDITY. If any term, covenant, condition or
provision of this Agreement is found by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions hereof shall
remain in full force and effect and shall in no way be affected, impaired, or
invalidated thereby.
LA#4816-0985-0888 Q 5
40
27. ARTICLE HEADINGS. Article headings in this Agreement are for
convenience only and are not intended to be used in interpreting or construing
the terms, covenants and conditions of this Agreement.
28. NOTICES. All notices required under this Agreement, including
change of address, shall be in writing and all notices and payments shall be
made as follows:
A. All payments and notices to City shall be given or mailed to:
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 90021
Attn: City Manager
B. All payments and notices to County shall be given or mailed to:
County of Ventura
800 S Victoria Avenue
Ventura, CA 93009
Attn: Public Works Real Estate Services
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Dated: By
"County"
Dated: By
"City"
LA#4816-0985-0888 Q 6
41
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Y
om ,i RUBEN CASTRO HUMAN SERVICES CENTER-SPACE PLAN-BUILDING B-ATTACHMENT I C C71V1 NTS / 05.19.2010 � CArchitects
11�
N
MEMORANDUM OF UNDERSTANDING
Catholic Charities of Ventura County
for the Ruben Castro Human Services Center
This Memorandum of Understanding ("Memorandum") is entered into and effective as
of &(embt.- 19 , 2010 by and between the City of Moorpark, a municipal
corporation, ("City") and Catholic Charities of Los Angeles, Ventura County Region,
("Catholic Charities"), a non-profit organization, who agree as follows:
1. Recitals. This Memorandum is made with reference to the following facts and
circumstances:
(a) City is proposing to undertake the development of a project within the City
of Moorpark to be known as the Ruben Castro Human Services Center("Project").
(b) Catholic Charities desires to lease space in a building to be constructed
and owned by the City ("City Building") from the City that certain space which is a
portion of the Project and which is generally depicted as Lease Space A-1 on attached
Exhibit A("Lease Area").
(c) The City and Catholic Charities desire to set forth their agreements
regarding the Lease Area including term, rent and mutual obligations, and
responsibilities.
2. Desiqn and Construction of Buildinq. The City has designed the City Building,
and interior tenant improvements in accordance with the requirements of Catholic
Charities. The City has prepared a bid package and is in the process of obtaining
construction bids for the Project_ If for any reason, the City elects to reject the
construction bids, the City and Catholic Charities will be released of all further
obligations respecting this Memorandum.
3. Lease of Space in City Building. The City will lease space in the City Building to
Catholic Charities. The space will consist of approximately 5,217 square feet of floor
space as generally depicted on Exhibit A. The Lease Area shall consist of 3,050 square
feet of office space and 2,167 square feet of warehouse space. The initial term of the
lease for the Leased Area will be three (3) years. Catholic Charities will have two (2)
three-year options to extend. Monthly rent for the Leased Area will be $1,000.00 per
month during the first three (3) years of the initial term and will be increased at a rate of
three percent (3%) each year during the extended terms. The City, at its cost, will
provide heating, ventilating and air conditioning, power, water and sewer service, and
solid waste collection to the Leased Area in quantities customary for normal office
purposes. Catholic Charities will be responsible to pay for its share of any services
shared in common with other tenants of the City Building. Catholic Charities' use of the
Leased Area will conform to all City codes and requirements concerning signage,
maintenance, parking, and exterior and interior use.
MOU-City—Catholic Chanties
11/18110
ATTACHMENT 3
43
4. Termination Due to Cessation or Reduction of Federal Funding. Catholic
Charities shall have the right to renegotiate the future lease upon thirty (30) days written
notice and evidence that the Community Development Block Grant funding to Catholic
Charities is reduced, suspended, or terminated for any reason. City will waive any and
all claims against Catholic Charities for damages arising from the termination,
suspension or reduction of funds provided by county, state or federal governments to
Catholic Charities.
5. Definitive Agreement. Promptly following the execution of this Memorandum and
prior to the award of a construction contract, the parties agree to enter into a definitive
agreement setting forth the foregoing agreements and containing such other provisions
as are appropriate and customary.
6. Other Provisions.
6.1. This Memorandum constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and it supersedes any and
all prior or contemporaneous agreements or understandings, whether written or oral, of
the parties with respect thereto.
6.2. This Memorandum may not be amended, nor may any term or provision of
this Memorandum be waived, orally or by a course of conduct, but only by an instrument
in writing signed by the duly authorized officers or agents of the parties hereto.
6.3. This Memorandum has been freely negotiated between the parties and no
term or provision of this Memorandum shall be construed or interpreted against a party
by reason of its having drafted the same.
6.4. This Memorandum shall be governed by and construed in accordance
with the laws of the State of California.
6.5. This Memorandum may be executed in any number of counterparts, each
of which shall constitute an original, but all of which shall constitute one and the same
agreement.
[SIGNATURES ARE ON THE NEXT PAGE]
MOU-City—Catholic Chanties
11/18110
44
The parties have caused this Memorandum to be duly executed by their
respective duly authorized officers or agents as of the date first set forth above.
CITY OF MOORPARK CATHOLIC CHARITIES OF LOS
ANGELES, VENTURA COUNTY
REGION
By: l��Yt-41By:
Print Name: Steven Kueny Print Name: Rev. Monsignor Gregory A. Cox
Executive Director
Title: City Manager Title:
ATTEST: ATTEST: (IF REQUIRED)
City Clerk
V,
�J
0
MOU-City-Catholic Charities
10/15/10
45
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BUILDING B (#MWACE s VENTURA COUNTY HUMAN SERVICES) — SPACE PLAN 04.20.2010
CRY OF MOORPARK-RUINN CA_STRO HUMAN SEANCES CENTER SCALE. 1/tE'-1'-0'
EXHIBIT A
rn
MEMORANDUM OF UNDERSTANDING
Interface Children and Family Services
for the Ruben Castro Human Services Center
This Memorandum of Understanding (the "Memorandum") is entered into and
effective as of OUL—V � c1 ilr , 2010 by and between the City of Moorpark (the
"City") and Interface Children and Family Services, a non-profit organization,
("Interface") who agree as follows:
1. Recitals. This Memorandum is made with reference to the following facts and
circumstances:
(a) City is proposing to undertake the development of a project (the "Project")
within the City to be known as the Ruben Castro Human Services Center.
(b) Interface desires to lease space in a building to be constructed and owned
by the City (the "City Building") from the City that certain space which is a portion of
the Project and which is generally depicted as Leased Space B-1 and B-2 on attached
Exhibit A (the "Lease Area").
(c) The City and Interface desire to set forth their agreements regarding the
the Lease Area including term, rent and mutual obligations and responsibilities.
2. Desiqn and Construction of Building. The City will design the City Building, and
will also design the interior tenant improvements in accordance with the requirements of
Interface and in consultation with Interface. Upon completion of the design process,
which is anticipated to be complete by May 28, 2010, the City will prepare a bid
package, obtain construction bids for the Project and construct the project. If for any
reason, the City elects to reject the construction bids, the City and Interface will be
released of all further obligations respecting this Memorandum of Understanding.
3. Lease of Space in City Building. The City will lease space in the City Building to
Interface. The space will consist of approximately 1,761 square feet of floor space and
will be located in Lease Space B-1 and B-2 as generally depicted on attached Exhibit A
(the "Lease Area"), and 350 square feet of shared space. The initial term of the lease
for the Lease Area will be three (3) years. Interface will have two (2) three-year options
to extend. Monthly rent for the Lease Area will be $1.35 per square foot during the first
three years of the initial term and will be increased at a rate of three percent (3%) each
year during the extended terms. Interface agrees to share certain space with other
tenants at mutually agreeable times ("Shared Space"). The City, at its cost, will provide
heating, ventilating and air conditioning, power, water and sewer service and solid
waste collection to the Lease Area in quantities customary for normal office purposes.
Interface will be responsible to pay for its own janitorial service and for its share of any
services shared in common with other tenants of the City Building. Interface's use of
MOU- City — Interface Children & Family Services
7/28110
47
the Leased Premises will conform to all City codes and requirements concerning
signage, maintenance, parking and exterior and interior use.
4. Definitive Agreement. Promptly following the execution of this Memorandum and
prior to the award of a construction contract the parties agree to enter into a definitive
agreement setting forth the foregoing agreements and containing such other provisions
as are appropriate and customary.
5. Other Provisions.
5.1. This Memorandum constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and it supersedes any and
all prior or contemporaneous agreements or understandings, whether written or oral, of
the parties with respect thereto.
5.2. This Memorandum may not be amended, nor may any term or provision of
this Memorandum be waived, orally or by a course of conduct, but only by an instrument
in writing signed by the duly authorized officers or agents of the parties hereto.
5.3. This Memorandum has been freely negotiated between the parties and no
term or provision of this Memorandum shall be construed or interpreted against a party
by reason of its having drafted the same.
5.4. This Memorandum shall be governed by and construed in accordance
with the laws of the State of California.
5.5. This Memorandum may be executed in any number of counterparts, each
of which shall constitute an original, but all of which shall constitute one and the same
agreement.
[SIGNATURES ARE ON THE NEXT PAGE]
MOU-City—Interface Children&Family Services
7128110
48
The parties have caused this Memorandum to be duly executed by their
respective duly authorized officers or agents as of the date first set forth above.
CITY OF MOORPARK INTERFACE CHILDREN AND FAMILY
SERVICES
By: By:
Print Name: STEVEN (<uei.jY Print Name:
Title: Gin MANAGEi2, Title: Gke_ •U r�4s
ATTEST: ATTEST: (IF REQUIRED)
L.1-4
Assistant City Clerk
MOU-City—Interface Children&Family Services
4/30110
49
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RUBEN ClSiRO HUYMI
SEIMCF�CD11ER
MEMORANDUM OF UNDERSTANDING
Moorpark/Simi Valley Neighborhood for Learning-FIRST 5 Ventura County
for the Ruben Castro Human Services Center
This Memorandum of Understanding (the "Memorandum") is entered into and
effective as of u_1rL 12, , 2010 by and between the City of Moorpark (the
"City") and MoorparkYSimi Valley Neighborhood for Learning-FIRST 5 Ventura County,
a non-profit organization ("First 5") who agree as follows:
1. Recitals. This Memorandum is made with reference to the following facts and
circumstances:
(a) City is proposing to undertake the development of a project within the City
of Moorpark to be known as the Ruben Castro Human Services Center(the "Project").
(b) First 5 desires to lease space in a building to be constructed and owned
by the City (the "City Building") from the City that certain space which is a portion of
the Project and which is generally depicted as Lease Space D on attached Exhibit A
(the "Lease Area").
(c) The City and First 5 desire to set forth their agreements regarding the
Lease Area including term, rent and mutual obligations and responsibilities.
2. Design and Construction of Building. The City will design the City Building, and
will also design the interior tenant improvements in accordance with the requirements of
First 5 and in consultation with First 5. Upon completion of the design process, which is
anticipated to be complete by April, 2012, the City will prepare a bid package, obtain
construction bids for the Project and construct the Project. If for any reason, the City
elects to reject the construction bids, the City and First 5 will be released of all further
obligations respecting this Memorandum of Understanding.
3. Lease of Space in City Building. The City will lease space in the City Building to
First 5. The space will consist of approximately 3,700 square feet of floor space and will
be located in Lease Space D as generally depicted on attached Exhibit A (the "Lease
Area"). The Lease Area shall consist of 3,700 square feet. The initial term of the lease
for the Lease Area will be three (3) years. First 5 will have two (2) three-year options to
extend. Monthly rent for the Lease Area will be $1.35 per square foot during the first
three years of the initial term and will be increased at a rate of three percent (3%) each
year during the extended terms. The City, at its cost, will provide heating, ventilation
and air conditioning, power, water and sewer service and solid waste collection to the
Lease Area in quantities customary for normal office purposes. First 5 will be
responsible to pay for its share of any services shared in common with other tenants of
the City Building. First 5's use of the Lease Area will conform to all City codes and
requirements concerning signage, maintenance, parking and exterior and interior use.
MOU-City—First 5
8/11110
r
51
4. Termination Due to Cessation of State Funding. First 5 shall have the right to
terminate the future lease upon thirty (30) days written notice and evidence that funding
to First 5 is reduced, suspended or terminated for any reason. City will waive any and
all claims against First 5 for damages arising from the termination, suspension or
reduction of funds provided by the State or Federal Governments to First 5.
5. Definitive Agreement. Promptly following the execution of this Memorandum and
prior to the award of a construction contract the parties agree to enter into a definitive
agreement setting forth the foregoing agreements and containing such other provisions
as are appropriate and customary.
6. Other Provisions.
6.1. This Memorandum constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and it supersedes any and
all prior or contemporaneous agreements or understandings, whether written or oral, of
the parties with respect thereto.
6.2. This Memorandum may not be amended, nor may any term or provision of
this Memorandum be waived, orally or by a course of conduct, but only by an instrument
in writing signed by the duly authorized officers or agents of the parties hereto.
6.3. This Memorandum has been freely negotiated between the parties and no
term or provision of this Memorandum shall be construed or interpreted against a party
by reason of its having drafted the same.
6.4. This Memorandum shall be governed by and construed in accordance
with the laws of the State of California.
6.5. This Memorandum may be executed in any number of counterparts, each
of which shall constitute an original, but all of which shall constitute one and the same
agreement.
[SIGNATURES ARE ON THE NEXT PAGE]
MOU-City—First 5
7/29110
52
The parties have caused this Memorandum to be duly executed by their
respective duly authorized officers or agents as of the date first set forth above.
CITY OF MOORPARK MOORPARK/ SIMI VALLEY-
NEIGHBORHOOD FOR LEARNING,
FIRST 5 VENTURA COUNTY
By: By: LE
Print Name: .2- eV`n ku e.n Print Name: a w h ►Title: , C1 MO.110 08—r Title: C ��
ATTEST: ATTEST: (IF REQUIRED)
City C c
tFD �J
MOU-City—First 5
7129110
53
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5217 SF
LEASE SPACE D'
3700 SF
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RUBEN CASTRO HUMAN
SERVICES CDM /
BUILDING'B' %` f� i
Building B Operating Budget
REVENUE
Tenant Monthly Annual
County 4,413.00 52,958.00
Catholic Charities 833.33 10,000.00
Interface 2,377.00 28,528.00
First Five 4,995.00 59,940.00
Total 12,618.33 151,426.00
EXPENSES
Monthly Annual
Staffing Cost
Staffing Allowance 3,000.00 36,000.00
Utilities
Water(Building) 416.67 5,000.00
Water(Irrigation) ` 125.00 1,500.00
Electric/Gas (Building) 2,916.67 35,000.00
Electric(On Site) ' 500.00 6,000.00
Maintenance
Interior 1,500.00 18,000.00
Landscaping ' 480.00 5,760.00
Trash Service
Trash * 960.00 11,520.00
Alarm
Fire/Burglary 1,000.00 12,000.00
Building
Repair/Replacement 1,261.83 15,142.00
TOTAL 12,160.17 145,922.00
* Prorated share
Revenue 12,618.33 151,426.00
Expenses 12,160.17 145,922.00
Remaining Funds 458.17 5,504.00
ATTACHMENT 4
55