2010/05/25 City Council Resolution 2010-53RESOLUTION NO. 2010-53
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING A LEASE AGREEMENT WITH
OLD ADOBE DEVELOPMENTAL SERVICES (OADS) FOR
CITY -OWNED OFFICE SPACE LOCATED AT
6600 HUNTER DRIVE, SUITE B
WHEREAS, the City owns property located at 6600 Hunter Drive, Suite B, (adjacent to
the Senior Center) which is currently vacant; and
WHEREAS, said property is zoned Public Institutional and thus, can be used as office
space; and
WHEREAS, the City desires to lease said office space to Old Adobe Developmental
Services (OADS).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve a lease agreement with Old Adobe Developmental
Services (GADS) for the City -owned office space located at 6600 Hunter Drive, Suite B.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute documents pertaining to same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 25th day of May, 2010.
19
ATTEST:
T� City Clerk
- iLoHNERT p,_7
CITY OF ROHNERT PARK
Mayor
BELFORTE: AYE BREEZE: AYE CALLINAN: AYE MACKENZIE: AYE STAFFORD: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
OFFICE LEASE
This Office Lease (this "Lease ") is made and entered into as of this _day of ,
2010, by and between the City of Rohnert Park, a municipal corporation ( "Landlord" or "City")
and Old Adobe Developmental Services, a non - profit corporation ( "Tenant "). Landlord and
Tenant are hereafter collectively referred to as the "Parties."
A. Landlord owns real property located at 6600 Hunter Drive, Suite B, Rohnert Park,
California (the "Property "), as more particularly described in Exhibit A attached hereto and
incorporated herein by this reference.
B. The Property includes certain rentable office space (the "Premises "), as depicted
in Exhibit B attached hereto and incorporated herein by this reference.
C. Tenant desires to lease the Premises from the Landlord and the Landlord desires
to lease the Premises to the Tenant conditioned upon the terms herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of .
which are hereby acknowledged, the Agency and the Tenant hereby agree as follows:
ARTICLE L
BASIC LEASE PROVISIONS
1.1. Landlord's contact information: City Manager
130 Avram Avenue
Rohnert Park, CA 94928
1.2. Tenant's contact information: Old Adobe Developmental Services
ATTN: Elizabeth Clary
1301A Rand Street
Petaluma, CA 94954
1.3. Rented Area - The Premises, commonly described as Rohnert Park City Hall
Annex, Suite B, depicted in Exhibit B.
1.4. Term Commencement Date — July 1, 2010 with a right of possession in favor of
Tenant to be effective as of May 26, 2010 for purposes of allowing Tenant improvements,
contingent upon completion of Tenant improvements specified in Exhibit E and subsequent
inspection by City with said inspection to be performed within three (3) days after Tenant's
submission of Notice of Completion to City.
1.5. Term - Five (5) years from Commencement Date, unless earlier terminated in
accordance with this Lease.
1.6. Expiration Date - The last day of the month in which the Term ends.
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1.7. Termination of Lease Agreement - This Agreement and all obligations hereunder
may be terminated at any time, with or without cause, by either party upon sixty (60) days'
written notice. The Parties agree that the property will be intended for use as a licensed adult
day program and subject to regulations enforced by the Department of Social Services,
Community Care Licensing. At any time, should Tenant show evidence to City that the facility
cannot meet the requirements for a licensed day program, Tenant may terminate the agreement
with sixty (60) days' notice. The cost of any improvements made as part of this Agreement shall
remain the responsibility of the Tenant.
1.8. Option(s) to Extend Term - The Parties may jointly agree to extend the Term for a
maximum of three additional years, pursuant to the terms herein. The party seeking to extend the
Term must give the other party written notice of its intent to extend the Term not less than ninety
(90) days prior to the Expiration Date.
1.9. Base Rent - $2,111.00 /month. Tenant shall submit recurring monthly rental
payments to Landlord as outlined in Section 4.1. Tenant's base rent shall include services for.
water, sewer, garbage (2 residential containers) and electrical usage.
1.10. Security Deposit -Equal to one month's rent (pre- paid). Cleaning/Repair Deposit:
$500.00
1.11. Permitted Areas of Use - All office areas including storage room - excluding City
server room. The City of Rohnert Park has exclusive use of the Server Room and City Offices.
1.12. Parking - Tenant shall have five (5) designated parking spaces; other spaces shall
be use&on a "first come, first served" basis. Fire Lanes and signed or painted no parking areas
are to be kept clear at all times. Note: parking area (including asphalt, concrete, striping and
signage) shall be maintained in good working condition by the City.
ARTICLE II.
DEFINITIONS
As used in this Lease, the following terms shall have the definitions set forth below.
Additional terms are defined in the remainder of this Lease.
2.1. Alterations — means any decorations, modifications, additions, or improvements
made in, on, about, under or contiguous to the Premises by or for the benefit of Tenant including
but not limited to, telecommunications and/or data cabling, lighting, HVAC, and electrical
fixtures, pipes and conduits, partitions, cabinetwork, and carpeting.
2.2. Additional Rent — an amount equal to ten percent (10 %) of overdue amount of
Rent as described in Section 4.1.
2.3. Applicable Laws — is defined in Section 5.4
2.4. Building — the buildings, accessory structures and other improvements located at
6600 Hunter Drive, Suite B, Rohnert Park, CA 94928.
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2.5. Commencement Date — the date set forth in Section 1.4, and means the date upon
which Tenant shall be permitted to occupy the Premises for the conduct of Tenant's operations,
and the date upon which Tenant's obligation to pay Rent shall commence.
=
2.6. Environmental Laws — defined in Section 6.5
2.7. Event of Default — failure of tenant to pay Rent as subscribed in Section 4.1
2.8. Fiscal Year — July 1 through June 30 of a given twelve -month period
2.9. Hazardous Material is defined in Section 6.5.
2.10. Premises - the rented premises shown on Exhibit B.
2.11. Property - real property located at 6600 Hunter Drive, Suite B, Rohnert Park, CA
2.12. Rent —the monthly amount payable per Section 1.8.
2.13. "Rules and Regulations" - the Rules and Regulations set forth in Exhibit C
attached hereto as such may be modified or amended from time to time by Landlord.
2.14. Term - the term of this Lease as set forth in Section 1.5 as such may be modified
pursuant to the terms hereof.
ARTICLE III.
PREMISES AND TERM
3.1. Leased Premises - Subject to and upon the terms and conditions set forth herein,
Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from
Landlord. Tenant acknowledges that Landlord has made no representation or warranty regarding
the condition of the Premises, the Building or the Property and the Premises are being leased AS-
IS with all faults. The Parties agree that, based upon their own inspection and estimates, the total
estimated square footage of the Premises is 2,500 square feet, notwithstanding any minor
variations in measurement or other minor variations that may have occurred in the calculation
thereof.
3.2. Term and Commencement - The Term of this Lease shall commence on the ,
Commencement Date, and unless sooner terminated as provided herein, the Term shall be for the
period set forth in Section 1.5 as the same may be extended in accordance with the terms herein.
3.3. No Representation Tenant acknowledges that neither Landlord nor any of
Landlord's agents has made any representation or warranty as to the suitability or fitness of the
Premises for the conduct of Tenant's business, and that neither Landlord nor any agent of
Landlord has agreed to undertake any alterations or additions or to construct any tenant
improvements to the Premises except as expressly provided in this Lease.
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ARTICLE IV.
RENT, OPERATING EXPENSES, AND DEPOSITS
4.1. Monthly Rent - From and after the Commencement Date, Tenant shall pay to
Landlord for each calendar month of the Term, the monthly Rent set forth in Section 1.8. Each
monthly installment of Rent shall be due and payable to Landlord in advance on the first (1 st)
day of each calendar month during the Term without abatement, deduction, claim or offset
except as otherwise expressly provided herein, and without prior notice, invoice or demand, at
Landlord's address or such other place as Landlord may designate from time to time.
4.2. Proration - Monthly installments for any fractional calendar month at the
beginning or end of the Term shall be prorated based on the number of days in such month.
4.3. Additional Rent — All Additional Rent shall be due and payable upon date of
incurrence.
4.4. Late Charize - Tenant acknowledges that the late payment of Rent will cause
Landlord to incur administrative costs and other damages, the exact amount of which would be
impractical or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does
not receive any payment of Rent within ten (10) calendar days after such payment is due, Tenant
shall pay to Landlord as Additional Rent an. amount equal to ten percent (10 %) of the overdue
amount as a late charge for each month or partial month that such amount remains unpaid. The
Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs
that Landlord will incur by reason of the late payment by Tenant. Landlord's acceptance of any
late payment and/or late charge therefore shall not be deemed to prevent Landlord from
exercising any of the other rights and remedies available to Landlord for any other Event of
Default under this Lease.
ARTICLE V.
USE OF PREMISES
5.1. Permitted Use - The Premises shall be used solely for the purpose as specifically
zoned in the City's Zoning Ordinance and for no other purpose without the written consent of
Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant shall not do or
suffer or permit anything to be done in or about the Premises or the Property, nor bring or keep
anything therein that would in any way subject Landlord to any liability, increase the premium
rate of or affect any fire, casualty, rent, or other insurance relating to the Property or any of the
contents of the Building, or cause a cancellation of or give rise to any defense by the insurer to
any claim under, or conflict with any-policies for such insurance. If any act or omission of
Tenant results in an increase in insurance premiums for Landlord, Tenant shall pay to Landlord
upon demand the amount of such increase.
5.2. Signage - Tenant shall obtain the prior approval of the Landlord, which approval
may be withheld in Landlord's reasonable discretion, before placing any sign or symbol on doors
or windows or elsewhere in or about the Premises so as to be visible from the public areas or
exterior of the Building, or upon any other part of the Building or Property, including building
directories. Any signs or symbols which have been placed without Landlord's approval may .be
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removed by Landlord. Upon expiration or termination of this Lease, all signs installed by Tenant
shall be removed and any damage resulting there from shall be promptly repaired by Tenant, or
such removal and repair at Landlord's sole discretion may be done by Landlord and the cost
charged to Tenant.
5.3. Rules and Regulations - Tenant shall comply with the Rules and Regulations
attached hereto as Exhibit C and any amendments or additions thereto promulgated by Landlord
from time to time for the safety, care and cleanliness of the Premises, Building and Property.
Tenant shall not use or permit any person to use the Property, the Building, or the Premises for
any purpose that is contrary to the Rules and Regulations, that violates any Applicable Law, that
constitutes waste or nuisance, or that would unreasonably annoy or interfere with other
occupants or the Building or the Property. Landlord shall not be responsible to Tenant for the
nonperformance or noncompliance by any other tenant or occupant of the Building of or with
any of the Rules and Regulations. In the event of any conflict between the provisions of this
Lease and the provisions of the Rules and Regulations, the provisions of this Lease shall control.
5.4. Compliance with Laws - Tenant shall procure and maintain all governmental
approvals, licenses and permits required for the proper and lawful conduct or Tenant's permitted
use of the Premises, including without limitation, compliance with all federal, State and local
regulatory agencies requirements. Tenant shall comply with and shall not use the Premises, the
Building or the Property, or suffer or permit anything to be done in or about the same which
would in any way conflict with any of the following (collectively "Applicable Laws "): (i) the
provisions of all recorded covenants, conditions and restrictions applicable to the Building or the
Property, or (ii) any federal, state, county, local or other governmental agency rules, regulations,
statutes, ordinances, orders, standards, requirements or laws now in force or hereafter enacted,
promulgated or issued which are applicable to the Building Services, Property, Premises, the.
Building, or the use or occupancy thereof including without limitation, programming content and
distribution, instructional standards, building, zoning, and public safety and fire code regulations.
5.5. Repairs and Replacements - Tenant shall repair and maintain the Premises,
including tenant improvements as outlined in Exhibit E attached hereto to be completed within
six (6) months of occupancy, subject to lease rate adjustment to $2,813 /month, fixtures and
furnishings in an order and condition in compliance with Applicable Laws and Tenant shall, at
Tenant's sole expense, promptly make all repairs, replacements, alterations, or improvements
necessary to comply with all Applicable Laws to the extent that such Applicable Laws are
triggered by or relate to (i) Tenant's particular use of the Promises, and/or (ii) any improvements
or alterations made by or on behalf of Tenant to the Premises or the Building. If Tenant fails to
maintain or keep the Premises in good repair, Landlord may, at Landlord's option and after
providing Tenant no less than thirty (30) days' prior written notice, perform any such required
maintenance and repairs and within ten days after receipt of Landlord's invoice thereof, Tenant
shall pay Landlord's costs incurred in connection with such repairs, plus a percentage of such
costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs
and expenses in connection therewith. Except to the extent Tenant is expressly obligated to do
so pursuant to this Lease, Landlord shall, at Landlord's sole expense, make all repairs,
replacements, alterations, or improvements necessary to comply with all Applicable Laws as in
effect as of the Effective Date to the extent that (i) such Applicable Laws relate to the exterior or
structural portion of the Building, and (ii) the requirement to undertake such repairs,
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replacements, alterations,. or improvements is not triggered as a result of Tenant's particular use
of the Premises.
5.6. Par king - Landlord hereby grants to Tenant a nonexclusive license and right, in
common with Landlord and all persons conducting business in the Building and their respective
customers, guests, licensees, invitees, employees and agents, to use the parking area located on
the Property for vehicular parking, on a "first -come, first- served" basis. The nonexclusive
license and right granted pursuant to this Section shall be subject to the Rules and Regulations.
ARTICLE VI.
ENVIRONMENTAL MATTERS
6.1. . Use of Hazardous Materials - Tenant shall not cause or permit any Hazardous
Material, as defined in Section 6.5, below to be generated, brought onto, used, stored, or
disposed of in or about the Premises, the Building or the Property by Tenant or Tenant's agents,
employees, contractors, subtenants or invitees (collectively "Tenant Parties "), except for limited
quantities of standard office and janitorial supplies, which Tenant shall use, store and dispose of
in strict compliance with all Environmental Laws, as defined in Section 6.5 below. Tenant shall
comply with all. Environmental Laws.
6.2. Notice of Release or Investigation — If, during the Term (including any
extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous
Material on, under, or about the Premises, the Building or the Property, or (b) any inquiry,
investigation, proceeding, or claim by any government agency or other person regarding the
presence of Hazardous Material on, under, or about the Premises, the Building, or the Property,
Tenant shall give Landlord written notice of the release or investigation within three (3) days
after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of
violation, reports, or other writings received by Tenant that concern the release or investigation.
6.3. Indemnification - Tenant shall defend (with counsel acceptable to Landlord),
indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials,
employees, agents, and representatives (collectively, "Indemnitees ") from and against any and all
liabilities, losses, damages, fines, penalties, claims, demands, suits, actions, causes of action,
legal or administrative proceedings, judgments, costs and expenses (including without limitation
reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment
collection costs) (collectively, "Claims ") resulting or arising from or in connection with any
release of any Hazardous Material in or about the Premises, the Building, or the Property (unless
such release is caused by Indemnitees) or any other violation of any Environmental Law by
Tenant, or Tenant Parties. This indemnification includes: (i) losses attributable to diminution in
value of Premises or the Building; (ii) loss or restriction of use of rentable space in the Building;
(iii) adverse effect on the marketing of any space in the Building; and (iv) all other liabilities,
obligations, penalties, fines, claims, actions (including remedial or enforcement actions,
administrative or judicial proceedings, orders, or judgments), damages (including consequential
and punitive damages), and costs (including attorney, consultant, and expert fees and expenses)
resulting from the release or violation. This indemnity shall not extend to Claims to the extent
they are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of
this Section shall survive the expiration or termination of this Lease.
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6.4. Remediation Obligations - If the presence of any Hazardous Material brought
onto the Premises or the Building by Tenant or Tenant Parties results in contamination of the
Building, Tenant shall promptly take all necessary actions to remove or remediate such
Hazardous Materials, whether or not they are present at concentrations exceeding state or federal
maximum concentration or action levels, or any governmental agency has issued a cleanup order,
at Tenant's sole expense, to return the Premises and the Building to the condition that existed
before the introduction or such Hazardous Material. Tenant shall first obtain Landlord's
approval of the proposed removal or remedial action. This provision does not limit the
indemnification obligation set forth in Section 6.3.
6.5. Definition of Hazardous Material and Environmental Laws - As used in this
Lease, the term "Hazardous Material" means any hazardous or toxic substance, material, or
waste at any concentration that is or becomes regulated by the United States, the State of
California, or any government authority having jurisdiction over the Building Hazardous
Material includes: (a) any "hazardous substance," as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 (42 U.S. Code §§ 9601-
9675); (b) "hazardous waste," as defined in the Resource Conservation and Recovery Act of
1976 (42 U.S. Code §§ 6901- 6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or
toxic chemical, material, or substance, within the meaning of any other. applicable federal, state,
or local law, regulation, ordinance, or requirement (including consent decrees and administrative
orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic
waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive
material, including any source, special nuclear, or byproduct material as defined in 42 U.S. Code
§§ 2011- 2297g -4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls
( "PCBs ") and substances or compounds containing PCBs. As used in this Lease, the term
"Environmental Laws" means all federal, state and local laws, ordinances, regulations, rules,
orders and directives pertaining to Hazardous Materials, including without limitation, the laws,
statutes, and regulations cited in this Section 6.5, as any of the foregoing may be amended from
time to time.
ARTICLE VII.
OBLIGATIONS FOR UTILITIES AND SERVICES
7.1. Building Services - Landlord shall supply Utility Services and Maintenance
Services described below in accordance with this Article VII. Utility Services and the
Maintenance Services are collectively referred to as "Building Services. Except as otherwise
provided herein, the cost of all Building Services shall be paid by Tenant as Additional Rent in
the manner set forth in Section 4.3.
7.1.1 Utility Services -Landlord shall furnish the utility services listed in this
Section ( "Utility Services ") except to the extent that Tenant has separately contracted for the .
provision of such services. On a schedule to be selected by Tenant ( "'Scheduled Utility Hours ")
Landlord shall supply: (i) electricity for lighting and power suitable for use of the Premises for
ordinary general office purposes; (ii) air conditioning and heating as required in Landlord's
reasonable judgment for the comfortable use and occupancy of the Premises for ordinary general
office purposes; (iii) water for drinking and lavatory purposes; and (iv) regular sewer service. If
Landlord determines Tenant's electrical usage is excessive, Landlord may at its option require
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Tenant to pay as Additional Rent the cost as reasonably determined by Landlord incurred by
such extraordinary usage. In addition, Landlord may install separate meter(s) for the Premises
for water and electrical services, at Landlord's expense, and Tenant thereafter shall pay all
charges for the metered service based on actual usage. If Landlord elects to install a separate
meter for water and/or electrical service to the Premises, then following the installation of such
meter(s), an average monthly usage will be determined, using three months metered usage. If the
three -month metered usage shows that Tenant paid more in monthly charges prior to the
installation of meters than Tenant would have paid had a meter(s) been installed, then Landlord
will give Tenant a "utility credit" for the amount of any excess payment, which shall be applied
against future utility charges. If the three -month metered usage shows that Tenant has paid less
in monthly charges prior to the installation of meters than Tenant would have paid had a meter(s)
been installed, then Tenant shall pay any additional amount that is owed based on such
underpayment. If such Building Services (including without limitation HVAC service) are
requested by Tenant during times other than the Scheduled Utility Hours, Landlord shall use
reasonable efforts to furnish such additional Building Services upon reasonable notice from
Tenant, and Tenant shall pay Landlord's charges for such Services on demand as Additional
Rent. Such charges shall be based on Landlord's actual costs together with such reasonable
administration charges as Landlord may impose in connection therewith, with after -hours HVAC
services being charged on a per -hour basis at the hourly rate established by Landlord from time
to time for the Building (which hourly rate may be based on the cost of utilities, wear and tear on
the HVAC systems and Landlord's administration), Tenant shall cooperate with any present or
future government conservation requirements and with any reasonable conservation practices
established by Landlord.
7.1.2 Maintenance Services - Landlord shall provide maintenance of all exterior
areas of the Building and the Property, (collectively, "Maintenance Services ") including without
limitation: (i) painting, maintenance and repair of the Building exterior, (ii) maintenance and
repair of the Building infrastructure's mechanical, electrical, HVAC and plumbing equipment
and systems, and the Building structural components including the roof, foundation, floors and
walls, and (iii) maintenance of all public and common areas of the Building and the Property
including parking lots, walkways, driveways, utility systems, fire sprinklers, and corridors.
Tenant shall be responsible for janitorial service to the Premises and window cleaning.
7.2. Interruption of Services - Tenant agrees that Landlord shall not be liable for
damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any
Building Service or for diminution in the quality or quantity of any service when the failure,
delay, or diminution is entirely or partially caused by: (a) breakage, repairs, replacements, or
improvements; (b) strike, lockout, or other labor trouble; (c) inability to secure electricity, gas,
water, or other fuel at the Building after reasonable effort to do so; (d) accident or casualty; (e)
act or default of Tenant or other parties; or (f) any other cause beyond Landlord's reasonable ,
control. Such failure, delay, or diminution shall not be considered to constitute an eviction or a
disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or
performing any of its obligations under this Lease. Landlord may comply with mandatory or
voluntary controls or guidelines promulgated by any government entity relating to the use or
conservation of energy, water, gas, light, or electricity without creating any liability of Landlord
to Tenant under this Lease as long as compliance with voluntary controls or guidelines does not
materially and unreasonably interfere with Tenant's use of the Premises.
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7.3. Compliance with Applicable Laws - Landlord and Tenant shall each comply with
(and shall cause their respective employees, agents and contractors to comply with) all
Applicable Laws, including without limitation all Environmental Laws, whenever either party
undertakes any work of construction, alteration or improvement in the Premises or the Building.
7.4. Statutory Notice Possessory Interest Tax - Tenant is advised that under California
Revenue and Taxation Code Section 107.6, execution of this Agreement may create a possessory
interest in Tenant subject to property taxation. Tenant hereby agrees that if such possessory
interest is created and is subject to property taxation, Tenant shall be solely responsible for the
payment of said property taxes levied on any such interest.
ARTICLE VIII.
ALTERATIONS AND ADDITIONS
8.1. Alterations and Improvements - Tenant may not make any Alterations to the
Premises or Building without the prior written approval of Landlord. Any Landlord- approved
Alterations shall be done at Tenant's expense, in a good and workmanlike manner, in conformity
with plans and specifications reviewed and approved by Landlord, and in compliance with all
Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such
Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the
commencement of construction so that Landlord may post a notice of non - responsibility on the
Premises. In no event shall any Alteration:
(i) affect the exterior of the Building,
(ii) affect any structural portion of the Building, including without'
limitation, the roof,
(iii) require any change to the basic floor plan of the Premises or any
change to the structural or mechanical components of the Premises,
(iv) diminish the value of the Premises,
(v) result in an increase in demand for Building Services,
(vi) cause an increase in the premiums for hazard or liability insurance
carried by Landlord, or
(vii) overload the floor load capacity or unduly burden the plumbing,
heating, ventilation, air conditioning, electrical or other basic
systems that serve the Building.
8.2. Liens - Tenant shall not permit any mechanics', suppliers' lien or other liens, to be
filed against the Building or the Property or against Tenant's leasehold interest in the Premises.
Landlord has the right at all times to post and keep posted on the Premises any notice that it
considers necessary for protection from such liens. If Tenant fails to cause the release of record
of any lien(s) filed against the Premises or Tenant's leasehold estate therein, by payment or
posting of a proper bond within ten (10) days from the date of the lien filing(s), then Landlord
may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper,
including but not limited to payment of or defense against the claim giving rise to the lien(s). All
sums reasonably disbursed, deposited or incurred by Landlord in connection with the release of
the lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and
payable by Tenant to Landlord as Additional Rent on demand by Landlord.
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ARTICLE IX.
INSURANCE AND INDEMNITY
9.1. Indemnity - To the fullest extent permitted by law, Tenant shall defend (with
counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and
against any and all Claims arising out of or relating directly or indirectly to this Lease or the ,
Premises (including without limitation, Claims for or relating to loss of or damage to property,
injury or death of any person, and economic losses and consequential or resulting damage of any
kind), including any Claim arising from or in connection with or in any way attributable to: (i)
the use or occupancy, or manner of use or occupancy of the Premises, the Building or the
Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant or
Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Property including
without limitation Claims which directly or indirectly, in whole or in part, are caused by, arise in
connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or
relate to, any act or omission of Tenant or Tenant Parties, (iii) any activity, work, or thing done,
omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises,
the Building or the Property, and/or (iv) any breach or default in performance of any obligation
on Tenant's part in the performance of any covenant or agreement to be performed under this.
Lease, except to the extent caused by the sole gross negligence or willful misconduct of the
Indemnitees. The provisions of this Section shall not be construed or interpreted as restricting,
limiting or modifying Tenant's insurance obligations under this Lease and are independent of
such obligations. Tenant's compliance with insurance requirements set forth in this Lease shall
not restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of
this Section shall survive the expiration or earlier termination of this Lease.
9.2. Tenant's Insurance - Tenant shall, at its sole expense, procure and maintain
throughout the Term (plus any later periods where Tenant may be in occupancy of the Premises)
all of the insurance coverage, of the type and amounts as described in Exhibit D, attached.
ARTICLE X.
ASSIGNMENT AND SUBLETTING
10.1. Landlord's Consent Required -Tenant shall not directly or indirectly, voluntarily
or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or
otherwise transfer this Lease, or permit all or any part of the Premises to be subleased or used or
occupied for any purpose by anyone other than Tenant without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed. Any assignment or
sublease without Landlord's prior written consent shall, at Landlord's option, be void and shall
constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other
remedies available to Landlord under this Lease and at law. .
10.2. No Release of Obligations - The consent by Landlord to an assignment or
subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement
of obtaining Landlord's express prior written consent to any other or further assignment or
subletting. No subtenant may assign its sublease, or further sublet its subleased premises,
without Landlord's prior written consent, which consent may be withheld in Landlord's sole
discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any
Page 10 of 26
1306485v1B 80078/0042
person other than Tenant shall be deemed a waiver of any of the provisions of this Article or
release Tenant from its obligations to comply with this Lease, and Tenant shall remain fully and
primarily liable for all of Tenant's obligations under this Lease.
ARTICLE XI.
DAMAGE AND DESTRUCTION
11.1. Repair and Restoration; Termination Rights - If all or part of the Premises is
damaged by fire or other casualty, or if the Building is so damaged that access to or use and
occupancy of the Premises is materially impaired, within forty -five (45) days of the date of the
damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment,
required for repair or restoration ("Repair Period "). If the estimated Repair Period is one
hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or
restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this
Lease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent
abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If
the estimated Repair Period is in excess of one hundred eighty (180) days from the date of the
casualty, Landlord, at its option, shall either (a) commence to repair the damage, in which case
this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date
specified by Landlord in a notice of termination, and this Lease shall terminate on the date
specified in the notice.
11.2. Damage Near End of Term -Notwithstanding anything to the contrary set forth in
this Article, if the Premises or the Building are damaged during the last twelve (12) months of
the Term, Landlord and Tenant shall each have the option to terminate this Lease by giving .
written notice to the other of the exercise of that option within thirty (30) days after the damage
or destruction, and this Lease shall terminate as of the date specified in such notice which shall
not be before the date of such notice nor more than 30 days after the date of such notice.
11.3. Rent Apportionment -If Landlord or Tenant elects to terminate this Lease under
this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the
casualty. If the Premises are wholly untenantable and this Lease is not terminated, Rent shall
abate on a per diem basis from the date of the casualty until Premises are ready for occupancy by
Tenant or the default is cured. If part of the Premises are untenantable, Rent shall be prorated on
a per diem basis and abated in proportion to the portion of the Premises which is unusable until
the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any
damage was caused by the gross negligence or willful misconduct of Tenant, its employees or
agents, then, in such event, Tenant acknowledges that Rent shall not abate or be diminished.
11.4. Waiver of Statutory Provisions - The provisions of this Lease, including those in
this Article XI, constitute an express agreement between Landlord and Tenant that applies in the
event of any damage to the Premises, Building, or Property. Tenant, therefore, fully waives the
provisions of any statute or regulation, including California Civil Code sections 1932(2) and
1933(4), relating to any rights or obligations concerning any such casualty.
Page 11 of 26
1306485v1B 80078/0042
ARTICLE XII.
SURRENDER OF PREMISES; HOLDING OVER
12.1. Surrender of Premises - On expiration of this Lease, Tenant shall surrender the
Premises in the same condition as when the Term commenced, ordinary wear and tear excepted.
Except for furniture, equipment and trade fixtures (other than those which are affixed to the
Premises so that they cannot be removed without material damage to the Premises) all
alterations, additions or improvements, whether temporary or permanent in character, made in or
upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the
expiration or earlier termination of this Lease shall remain on the Premises without
compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant
shall, at its expense and without delay, remove any alterations, additions or improvements
(including, without limitation, all telecommunications equipment and cabling, and all alterations
and improvements made by Tenant after the Commencement Date) made to the Premises by
Tenant and designated by Landlord to be removed, and shall repair any damage to the .Premises
or the Building caused by such removal. If Tenant fails to complete such removal or to repair
the Premises, Landlord may complete such removal and repair, and Tenant shall reimburse
Landlord therefore. If Tenant fails to remove such property as required under this Lease,
Landlord may dispose of such property in its sole discretion without any liability to Tenant, and
further may charge the cost of any such disposition to Tenant.
12.2. Hold Over Tenancy - If Tenant remains in possession of the Premises after the
expiration or earlier termination of this Lease with Landlord's written consent, Tenant shall be
deemed, at Landlord's option, to occupy the Premises as a tenant from month -to- month. During
such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord,
monthly in advance, an amount equal to the greater of (i) the then fair market rental (as
reasonably determined by Landlord) for the Premises, or (ii) one hundred thirty percent (130 %)
of all Rent and Additional Rent which would become due the last month.of the Term, together
with all other amounts payable by Tenant to Landlord under this Lease. Except as provided in
the preceding sentence, such month -to -month tenancy shall be on the same terms and conditions
of this Lease except that any rights or options pertaining to additional space in the Building
contained in this Lease shall be deemed to be terminated and shall be inapplicable thereto.
Landlord's acceptance of Rent after such holding over with Landlord's written consent shall not
result in any other tenancy or in a renewal of the initial term of this Lease. If Tenant remains in
possession of the Premises after the expiration or earlier termination of this Lease without
Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at
sufferance and Tenant shall pay Rent during the holdover period in an amount equal to the
greater of: (i) one hundred fifty percent (150 %) of the then fair market rental (as reasonably
determined by Landlord) for the Premises, or; (ii) two hundred percent (200 %) of all Base Rent
which would become due the last month of the Term, together with all other amounts payable by
Tenant to Landlord.
ARTICLE XIII.
LANDLORD'S RESERVED RIGHTS
13.1. Rights Reserved to Landlord -Without notice and without liability to Tenant, and
without effecting an eviction or disturbance of Tenant's use or possession, Landlord shall have
Page 12 of 26
1306485AB 80078/0042
the right to: (i) make changes in the legal status of the Building or the Property as Landlord shall
deem appropriate in its sole discretion, provided such changes do not substantially interfere with
Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times
and with reasonable advance notice (and at any time in the event of an emergency), to inspect or
repair the Premises or the Building and to perform any acts related to the safety, protection, .
reletting, or improvement of the Premises or the Building; (iii) install and maintain signs on and
in the Building and the Property; and (iv) make such rules and regulations as, in the reasonable
judgment of Landlord, may be needed from time to time for the safety of the tenants, the care
and cleanliness of the Premises, the Building and the Property and the preservation of good order
therein. Landlord shall at all times retain a key with which to unlock all of the doors in the
Premises, except Tenant's vaults and sales. Tenant shall pay Landlord the cost of re- keying the
room upon occupancy of the room. If any emergency necessitates immediate access to the
Premises, Landlord may use whatever force is necessary to enter the Premises and any such entry
to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of
the Premises or an eviction of Tenant from the Premises or any portion thereof.
ARTICLE XIV. .
DEFAULT AND REMEDIES
14.1. Tenant's Default - It shall be an "Event of Default" hereunder if Tenant:
(a) fails to pay when due any monthly installment of Rent, including without
limitation, any Additional Rent, or fails to pay any other amount owed by
Tenant to Landlord under this Lease as and when due and such failure
continues for five (5) days following written notice thereof to Tenant by
Landlord;
(b) fails to provide any certificate, instrument or assurance as required by this
Lease if the failure continues for ten (10) days after written notice of the
failure to Tenant;
(c) makes a general assignment for the benefit of its creditors or files a
petition for bankruptcy or other reorganization, liquidation, dissolution or
similar relief or have a proceeding filed against Tenant seeking any relief
mentioned in this subsection (c) which is not discharged within sixty (60)
days thereafter;
(d) has a trustee, receiver or liquidator appointed for Tenant;
(e) abandons or vacate the Premises for more than three (3) consecutive
months;
(f) assigns this Lease or subleases any portion of the Premises; or
(g) fails to comply with any other provision of this Lease in the manner
required hereunder and such failure continues for thirty (30) days after
written notice thereof to Tenant by Landlord (or if the noncompliance
cannot by its nature be cured within the 30 -day period, if Tenant fails to
Page 13 of 26
1306485v1B 80078/0042
commence to cure such noncompliance within the 30 -day period and
thereafter diligently prosecute such cure to completion).
14.2. Remedies on Default - Upon the occurrence of an Event of Default, Landlord
shall have the right to pursue any one or more of the following remedies in addition to any other
remedies now or later available to Landlord at law or in equity. These remedies are not
exclusive but instead are cumulative.
(a) Continue Lease - Landlord may continue this Lease in full force and
effect. In such case, so long as Landlord does not terminate Tenant's right
to possession, this Lease will continue in effect and Landlord shall have
the right to collect Rent when due, and may undertake efforts to relet the
Premises, or any part of them, to third parties for Tenant's account.
Tenant shall be liable to Landlord for all reasonable costs Landlord incurs
in reletting the Premises including without limitation, expenses of
remodeling the Premises required by the reletting. Reeetting can be for a
period shorter or longer than the remaining term of this Lease. Tenant
shall pay to Landlord the Rent due under this Lease on the date the Rent is
due, less the Rent Landlord receives from any reletting. No act by
Landlord allowed by this Section shall terminate this Lease unless
Landlord terminates Tenant's right to possession. After an Event of
Default and for as long as Landlord does not terminate Tenant's right to
possession of the Premises, if Tenant obtains Landlord's consent, Tenant
shall have the right to assign or sublet its interest in this Lease, but Tenant
shall not be released from liability.
(b) Terminate Lease - Landlord may terminate this Lease and Tenant's right to
possession of the Premises at any time following an Event of Default. No
act by Landlord other than giving written notice to Tenant shall terminate
this Lease. Acts of maintenance, efforts to relet the Premises or the
appointment of a receiver to protect Landlord's interest under this Lease
shall not constitute a termination of Tenant's right to possession. On
termination, Landlord shall have the right to recover from Tenant all of the
following:
(i) The worth, at the time of the award, of any unpaid Rent that had
been earned at the lime of termination of this Lease;
(ii) The worth, at the time of the award, of the amount of unpaid Rent
that would have been earned after the date of termination of this
Lease until the time of the award exceeds the amount of the unpaid
Rent that Tenant proves could have been reasonably avoided;
(iii) Any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform
obligations under this Lease, including, without limitation,
brokerage commissions, advertising expenses, expenses of
Page 14 of 26
1306485v1B 80078/0042
remodeling the Premises for a new tenant, and any special
concessions made to obtain a new tenant; and
(iv) Any other amounts, in addition to or in lieu of those listed above
that may be permitted by law.
(c) Receiver - Landlord shall have the right to have a receiver appointed to
collect Rent. Neither the filing of a petition for the appointment of a
receiver nor the appointment itself shall constitute an election by Landlord
to terminate this Lease.
14.3. Landlord's Default - Landlord's failure to perform any of its obligations under this
Lease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty
(30) days after written notice of the failure from Tenant to Landlord. If the required performance
cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a
Landlord Event of Default if Landlord undertakes to cure the failure within such thirty -(30) day
period and diligently and continuously attempts to complete the cure as soon as reasonably
possible. Tenant waives any right to terminate this Lease and to vacate the Premises upon
Landlord's default under this Lease. Tenant's sole remedy on Landlord's default is an action for
damages or injunctive or declaratory relief.
14.4. Tenant Improvements - The Tenant shall be solely responsible for the completion
of the improvements described in this Lease. The Tenant shall assume responsibility for all
phases of improvements commencing on the Possession Date (30 days prior to the
Commencement Date) and concluding on the final acceptance date of the improvement. The
Tenant shall bear responsibility for said improvements up to final acceptance by the City,
including: all losses and damages directly or indirectly resulting from the performance of the
improvements; unforeseen difficulties, accidents, or occurrences of other causes predicated on
active or passive negligence of the Tenant's contractor engaged in performance of the
improvements; losses due to fire, flooding, vandalism, or other catastrophic events.
14.5. Improvement Completion and Final Inspection - The City, and/or the City's
authorized representatives, will perform an inspection to verify that the improvements are
satisfactorily complete and will notify the Tenant in writing of any incomplete or deficient work.
The Tenant will take immediate steps to remedy the stated deficiencies and give notice of
correction to the City. Upon receiving a notice of correction, the City or the City's authorized
representatives, will re- inspect the Improvements. The Tenant must correct all noted deficient
items within a reasonable period of time. Once all noted deficiencies are corrected, the City will
accept the Improvements with a Notice of Acceptance. Upon issuance of the Notice of
Acceptance, the City shall incorporate all accepted improvements into the building and property
and shall maintain as described in Section. 7.1.2 above. Tenant shall not be obligated to submit
rental payments beyond the terms of the Commencement Date outlined in Section 1.4, due to
delays for building inspection services incurred by the City.
Page 15 of 26
1306485AB 80078/0042
ARTICLE XV.
MISCELLANEOUS
15.1. No Waiver -No receipt and retention by Landlord of any payment tendered by
Tenant in connection with this Lease shall constitute an accord and-satisfaction, or a compromise
or other settlement, notwithstanding any accompanying statement, instruction or other assertion
to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise
or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to
treat any such payments as being received on account of any item or items of Rent, interest,
expense or damage due in connection herewith, in such amounts and in such order as Landlord
may determine at its sole option. Failure of any parry to exercise any right in one or more
instance shall not be construed as a waiver of the right to strict performance or as an amendment
to or modification of this Lease. Any waiver of any condition or provision set forth in this Lease
shall not be deemed a waiver of any subsequent breach of such condition or provision or of any
other condition or provision, nor shall any such waiver be deemed a continuing waiver.
15.2. Severability - The Parties intend this Lease to be legally valid and enforceable in
accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court
of competent jurisdiction holds any provision hereof to be invalid or unenforceable in whole or
in part for any reason, the validity and enforceability of the remaining clauses, or portions of'
them, shall not be affected unless an essential purpose of this Lease would be defeated by loss of
the invalid or unenforceable provision.
15.3. Governing Law, Venue; Construction - This Lease shall be construed according
to the laws of the State of California without regard to principles of conflict of laws. Any action
or proceeding that relates to, or arises from, this Lease shall be brought in a state court of
competent jurisdiction located in Sonoma County. The captions used for the Sections and
Articles of this Lease have been inserted for convenience only and shall not be used to alter or
interpret the content of this Lease.
15.4. Binding Effect: Survival - The covenants, conditions, warranties and agreements
contained in this Lease shall be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns. The representations and warranties of Landlord -and
Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive
the expiration or termination of this Lease as shall all other provisions hereof which are intended
to survive such expiration or termination.
15.5. Time - Time is of the essence of each provision of this Lease.
15.6. Entire Agreement; Amendments - This Lease and Exhibits A, B, C, D, and E
attached hereto and incorporated herein by this reference, constitutes the final, complete, and
exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the
lease of the Premises and supersedes all prior and contemporaneous understandings or
agreements of the parties. This Lease may not be amended or modified except in a writing
signed by both Parties.
Page 16 of 26
1306485v1B 80078/0042
15.7. Notices - All notices delivered pursuant to this Lease shall be in writing and ,
delivered to Landlord or Tenant at the applicable address designated in Section 1.1 or to such
other address as may hereafter be designated by either party by written notice delivered to the
other party in accordance with this Section. Such notices shall be effective on the earlier to
occur of actual receipt or: (i) if mailed, three (3) days after posting at a United States post office,
(ii) upon receipt if mailed by certified mail with return receipt requested, and (iii) upon delivery
if delivered by overnight delivery service and delivery is confirmed by the delivery service.
15.8. Force Majeure - Except as otherwise provided in this Lease, the time for
performance of an obligation other than. payment of money under this Lease shall be extended
for the period during which a party is prevented from performing due to Unavoidable Delay.
"Unavoidable Delay" shall mean any and all delay beyond the applicable party's reasonable
control, including without limitation, delays caused by the other party; governmental restrictions,
regulations, controls, preemptions or delays; orders of civil, military or naval authorities; strikes,
labor disputes, lock -outs, shortages of labor or materials or reasonable substitutes therefore; Acts
of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or
other actions of the elements; enemy action, civil commotion, riot or insurrection.
15.9. Attorneys' Fees: Prejudgment Interest - If the services of an attorney are required
by any party to secure the performance hereof or otherwise upon the breach or default of the
other party, or if any judicial remedy or arbitration is necessary to enforce or interpret any
provision of this Lease, or if the services of an attorney are required upon the bankruptcy of a
party to this Lease to compel or object to assumption or rejection of this Lease, seek relief from
the automatic stay or object to an action to recover a preference or fraudulent transfer, the
prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post
judgment collection costs, and other expenses, in addition to any other relief to which such party
may be entitled. Any award of damages following judicial remedy or arbitration as a result of
the breach of this Lease or any of its provisions shall include an award of prejudgment interest
from the date of the breach at the maximum amount of interest allowed by law.
15.10. Authority - Each party warrants and represents that it has full authority to enter
into this Lease, that this Lease constitutes a binding obligation of such party, and that the
individual(s) signing on behalf of such party are duly authorized to bind such party hereto.
15.11. Landlord Approval Whenever the consent or approval of Landlord is required
hereunder, such consent or approval may be granted or withheld by the City Manager or his or
her designee, unless the City Manager determines in his or her discretion that such matter shall
be referred to Landlord's governing body for consideration.
15.12. Counterparts - This Lease may be executed in counterparts, each of which shall
constitute an original, and all of which together shall constitute one and the same instrument.
The signature page of any counterpart may be detached there from without impairing the legal
effect of the signature(s) thereon provided such signature page is attached to any other
counterpart identical thereto except having additional signature pages executed by any other,
party. This Lease shall take effect when signed by all Parties.
[Signatures on following page]
Page 17 of 26
1306485AB 80078/0042
NOW THEREFORE, Landlord and Tenant executed this Lease. as of the date first written above.
LANDLORD
CITY OF ROHNERT PARK,
a municipal corporation
City Manager
Approved as to form:
City Attorney
Attest:
City Clerk
Page 18 of 26
1306485v1B 80078/0042
TENANT
Old Adobe Developmental Services
0
Director
List of Exhibits
Exhibit A:
Property Description
Exhibit B:
Map of Premises Being Leased
Exhibit C:
Rules and Regulations for Property
Exhibit D:
Insurance Requirements
Exhibit E:
Tenant Improvements
Page 19 of 26
1306485v1B 80078/0042
EXHIBIT A
PROPERTY DESCRIPTION
City Hall Annex, 6600 Hunter Drive, Suite B (approximately 2,500 sq. ft.), Rohnert Park,
California.
The building is zoned Public Institutional
Findings from a pre -lease walk - through indicate that all appurtenances are in satisfactory
condition.
❑ Building /Structure
❑ Grounds/Walkways /Access
❑ Lighting Fixtures
❑ Electric Supply /Operation
❑ Water Supply
❑ Drains /Sewer Operation
❑ HVAC /Thermostat Operation
❑ Other:
Page 20 of 26
1306485v1B 80078/0042
EXHIBIT B
PREMISES
SANTA ROSA
N
t
Q
R
T
4D
Rf7 RT PARK EXPRESSWAY
t3 �
� Q
SHOPPING CENTERS �
C
y PROJECT SITE
ENTERPRISE DR
CITY HALL
AVRAM AVE
H I
PETALUMA
PROJECT LOCATION MAP
NO SCALE
Page 21 of 26
1306485v1B 80078/0042
Page 22 of 26
1306485v1B 80078/0042
e46
EXHIBIT C
RULES AND REGULATIONS FOR PROPERTY
Parking
(Pending)
Alcohol
No alcohol is permitted on the premises.
No- Smoking
Smoking is prohibited in and around all City facilities pursuant to Ordinance No. 813 adopted
April 28, 2009.
Music and Noise Levels
User groups are requested to keep loud noise at a courteous level in the building and parking 4ot
areas.
Minors
Activities for minors (18 and under) must be supervised by responsible adult for the entire period
of the activity.
Securing the facility
The Tenant shall be responsible for securing the Facility upon exit.
Zoning Ordinance
All other applicable zoning ordinance /restrictions for said property
Page 23 of 26
1306485v1B 80078/0042
EXHIBIT D
INSURANCE COVERAGES
(1) Commercial general liability insurance including contractual liability coverage, written on
an "occurrence" policy form, covering bodily injury, property damage and personal injury arising
out of or relating (directly or indirectly) to Tenant's operations, assumed liabilities, or use or
occupancy of the Premises, the Building or the Property naming the Landlord as an additional
insured, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per
occurrence combined single limit for bodily injury and property damage and Two Million
Dollars ($2,000,000) in the aggregate;
(2) Property insurance protecting Tenant against loss or damage by fire and such other risks as
are insurable under then available standard forms of "special risk" insurance policies, covering
Tenant's personal property and trade fixtures in or about the Premises or the Property, and any
improvements or Alterations in the Premises, in an amount of one hundred percent (100 %) of
actual replacement cost or highest insurable value;
(c) Workers' compensation insurance in not less than statutory limits; and
(d) If Tenant operates owned, leased or non -owned vehicles on the Property, comprehensive
automobile liability insurance with a minimum coverage of one million dollars ($1,000,000)
per occurrence, combined single limit.
The foregoing policies shall protect Tenant as named insured, and Landlord and the other
Indemnitees as additional insured's. Landlord reserves the right to increase the foregoing
amount of required liability coverage from time to time (but not more than once each calendar
year) and. to require that Tenant cause any Tenant Parties conducting activities in or about or
occupying the Premises to obtain and maintain similar types and amounts of insurance.
Each insurance policy must include an endorsement to provide that the policy and the
coverage provided shall be primary, that Landlord, although an additional insured, shall
nevertheless be entitled to recovery under such policy for any damage to Landlord by reason of
acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory
with respect to policies carried by Tenant. Each such insurance policy or a certificate thereof,
including appropriate endorsements, shall be delivered to Landlord by Tenant on or before the
Commencement Date, and thereafter renewal policies, certificates, and appropriate endorsements
at least thirty (30) days prior to the expiration dates of expiring policies.
Tenant shall cause its insurance companies issuing property (first party) insurance and
workers' compensation insurance to waive any subrogation rights that those companies may have
against Landlord, as long as the insurance is not invalidated by the waiver.
Page 24 of 26
1306485v1B 80078/0042
EXHIBIT E
Location Job
Throughout Tighten all ceiling cables
Replace damaged ceiling tiles
Prep and paint all walls and trim in neutral shades with one
accent in each room
Install linoleum in main room/entry, all classrooms, bathrooms,
rec room
Install carpet in offices and conf. room
Main room/entry (1) Move front entry wall back approx. 3'
Rewire for electrical
Remove windows
Relocate 2 doors
Remove window on right side and install new door
Conference room (2) Relocate light switch
Relocate door to entry
Classroom A/Storage Room (3) Rewire electrical
Remove wall
Move sink
Close off hall door to current storage /sink room
Move door over
Move hallway counter and reinstall
Install refrigerator outlet
Install small or tankless hot water heater
Office hallway (4) Install 2 1 -way locking doors
Staff room (5) Rewire
Install new sink/waste pump
Install refrigerator
Install dedicated pump circuit
Remove wall
Rec room (6) Remove wall
Add door to hall
Bathrooms (7) Restore original walls to extend bathrooms
Install 2 new sinks
Install hot water heater in ceiling
Remove existing hot water heater
Bring to current ADA standards
Page 25 of 26
1306485v1B 80078/0042
EXHIBIT E
HUNTER DRIVE - Lease Rate Adjustment Worksheet €;>
2,5Rts FT)
fa%ftsr2E Albfksheet
Total
Amortized
Un roverrient
Estimated 5 -Year Amortized Crast
ImProveukerd
Notes
Tenant Improvement.
Assignment
Cost gtlxroughimaterml
Netslatue
$ r Shwnth
monftft�
F: mtr ,r,A 1 sJpgrades
OAG'S
- 2.?,45CO 4M -37?
x.15
RestracmInnt vratevl it&,enet imprm ements
Wall CUwriNs (paint)
OAGS
-3,003 -WO -50
-0.02
Paiht and wallowerng in, resstl=nts
WMdCrw C<ovwMgs
OARS
0 G G
r3
,'4,000) No C,, d:t Given
Flm*s (Linolaunw"CarW.)
GADS
-8,600 -1,7W -142
-0.06
Rest+- floor .wve&,g
Carnent}':CenefalInVasaa_ments
OADS
-$;M -,WD -i33
-0.435
Removal ofsereratro- bad bearing wats-
seal off tT group
Net added value cFtenant
impnwements i qua§sit,e
sum of all tenant
Adjustment Factor (` .4nonthtite) =
-8_28 � i a�roveme�s pe month per
( squar_ �t
C,erzratAssum kerns
Proposed €.•ease "sere (ysars)
5
Proposed Lease Rat_ JVnwth*)
1.25
Ferttai Area R }
2
Countered. Lease Rat? (Wmanthie
1.03
Median monthly lease rate
M_ Ipropcsed +counteredjt2
Base Leasm Rat_ (Wmarsth),)
1.13
Base Lease J$hr tht
2;818
wr'��Cti-mendersn^ondsiy
da fease
lease
sate case m e+tvith
distributed net tenant
Adjusted Lease Rata (8tmontiu'f -•
0.2Z
impro- wernen
„x^
.ax._.. -.-..-
Ad.ste Lease $hnwth)
2,111
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13064850B 80078/0042