HomeMy WebLinkAbout2026/05/12 City Council Resolution 2026-039 Docusign Envelope ID:8E8B9400-06E5-8CB4-83EA-8F4CB74AB86A
RESOLUTION NO. 2026-039
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING THE CITY MANAGER TO EXECUTE A LEASE
AGREEMENT WITH THE GIRL SCOUTS OF NORTHERN CALIFORNIA FOR THE
CITY-OWNED PROPERTY LOCATED AT 295 SANTA ALICIA DRIVE
WHEREAS, the City of Rohnert Park owns property located at 295 Santa Alicia Drive,
known as the Scout Hut; and
WHEREAS, the current Lease Agreement will expire on April 30, 2026 and the Girl
Scouts of Northern California have requested to continue leasing the property, that is
approximately 1,552 square feet from the City; and
WHEREAS,the Girl Scouts of Northern California continues to provide important youth
services to the Rohnert Park community; and
WHEREAS, the City desires to execute a Lease Agreement with the Girl Scouts of
Northern California; and
WHEREAS, the new Lease Agreement is for a term of one (1) year, unless earlier
terminated in accordance with Lease Agreement; and
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 by and between Girl Scouts of
Northern California, a California Non-Profit Corporation, and the City of Rohnert Park, a cout
Hut.
BE IT FURTHER RESOLVED that the City Manager, or her designee, is hereby
authorized and directed to take all actions to effectuate this Lease Agreement for and on behalf of
the City of Rohnert Park, including execution, if necessary, in substantially similar form to the
Lease Agreement attached hereto as Exhibit "A," subject to minor modifications by the City
Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 12th day of May, 2026.
Signed by:
Jokit. 'award,
ATTEST: acl�iFf8cd`; Vice Mayor
Signed by:
L rv, (AAL 4S
y ffN ,IWCuevas, City Clerk
APPROVED AS TO FORM:
i—Signed by: _ —'^---- -•-_-~
Pedt.w;, H. 11:44/
P'allaWrigliWanath, Deputy City Attorney
Attachments: Exhibit A
ADAMS: Aye GIUDICE: A-L.te.— RODRIGUEZ: A ELWARD: SANBORN:ff fa;H
AYES: ( )ti NOES: (0 ) ABS (/Jj ) ABSTAIN: ( / )
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LEASE AGREEMENT
This Lease Agreement (this "Lease") is made and entered into effective this 12th day of May, 2026
(the “Agreement Date”), by and between the City of Rohnert Park, a municipal corporation
("Landlord" or "City"), and the Girl Scouts of Northern California a non-profit corporation
("Tenant"). Landlord and Tenant may hereafter be collectively referred to as the "Parties," and
individually as a “Party.”
RECITALS
A. Landlord owns real property located at 295 Santa Alicia Drive, Rohnert Park, California
(the "Property"), as more particularly described in Exhibit A attached hereto and incorporated
herein by this reference.
B. The Property at 295 Santa Alicia Drive, includes approximately 1552 sq. ft. of space and
parking (the "Premises"), as depicted in Exhibit B attached hereto and incorporated herein by this
reference.
C. Landlord and Tenant previously entered into a Lease Agreement dated April 8, 2025,
whereby Tenant agreed to lease the Premises (“Original Lease”). The Original Lease will expire
or has expired on April 30, 2026 and Tenant continues to occupy the Premises as a holdover tenant
pursuant to all terms and conditions of the Original Lease.
D. Landlord and Tenant now desire to enter into this Lease.
NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by
reference, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and the Girl Scouts of Northern California hereby agree as follows:
ARTICLE I.
BASIC LEASE PROVISIONS
1.1. Landlord's contact information:
City of Rohnert Park
City Manager
130 Avram Avenue
Rohnert Park, CA 94928
1.2. Tenant's contact information:
Girl Scouts of Northern California
Senior Director
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1650 Harbor Bay Parkway, Suite 100
Alameda, CA 954502
1.3. Leased Area - The Premises, commonly described as Scout Hut, depicted in Exhibit B.
1.4. Term – Retroactively commences on May 1, 2026 and continues for one year, unless earlier
terminated in accordance with this Lease.
1.5. Expiration Date - The last day of the month in which the term ends or April 30, 2027.
1.6. Termination of Lease Agreement - This Lease and all obligations hereunder may be
terminated at any time, with or without cause, by either Party upon sixty (60) days' written notice.
1.7. Use of Premises - The premises are to be used for conducting Girl Scout activities.
1.8. Improvements - The cost of any improvements made as part of this Lease shall be the
responsibility of the Tenant. Tenant may request Landlord provide additional keys or change
existing locks at the expense of the Tenant.
1.9. Covenants – It is mutually agreed that this Lease is subject to the covenants and conditions
of this Lease. Tenant hereby covenants, which is a material part of the consideration for this Lease,
to keep and perform each and all of said terms, covenants and conditions to be kept or performed
by Tenant and that this Lease is contingent upon the occurrence of such performance.
1.10 Annual Rent - $1/year. Tenant shall submit the annual rental payment to Landlord as
outlined in Section 4.1.
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 and at the cost 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. Applicable Laws – defined in Section 5.4
2.3. Building – the building located at 295 Santa Alicia Drive, Rohnert Park, CA 94928.
2.4. Environmental Laws – defined in Section 6.5
2.5. Event of Default – defined in Section 14.1.
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2.6. Hazardous Material is defined in Section 6.5.
2.7. Premises - the leased premises shown on Exhibit B.
2.8. Property - real property located at 295 Santa Alicia Drive, Rohnert Park, CA 94928.
2.9. Rent – the annual amount payable per Section 1.10.
2.10. Rules and Regulations - the Rules and Regulations set forth in Exhibit C attached hereto
and incorporated herein, as such may be modified or amended from time to time by Landlord.
2.11. Term - the term of this Lease as set forth in Section 1.4 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 or square footage of the Premises, and that the Building, the Property and the Premises
are being leased AS-IS with all faults. Tenant agrees that, based upon its own inspection and
estimates, the total estimated square footage of the Premises is approximately 1,552 square feet,
notwithstanding any minor variations in measurement or other minor variations that may have
occurred in the calculation thereof.
3.2. Term - The Term shall be for the period set forth in Section 1.4 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.
ARTICLE IV.
RENT AND DEPOSITS
4.1. Annual Rent - Tenant shall pay to Landlord for each year of the Term, the annual Rent set
forth in Section 1.10. The annual Rent shall be due and payable to Landlord no later than the 1st
day of each calendar year of 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.
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4.2. Late Charge - 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 as described in Section 1.7 above, 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 written 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
immediately removed by Landlord without further notice to Tenant. 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 of 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.
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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, the Property or the
Premises, 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, Property, Premises, 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, 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 Premises, 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
(10) 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 Agreement 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, replacements, alterations, or improvements is not triggered as a result
of Tenant's particular use of the Premises or any improvements or alterations made by or on behalf
of Tenant.
5.6. Parking - 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,
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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 solely caused by the 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 the 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.
6.4. Remediation Obligations - If the presence of any Hazardous Material brought onto the
Premises, the Building or the Property by Tenant or Tenant Parties results in contamination of the
the Premises, the Building or the Property, 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, the Building and the
Property 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
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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 the Landlord.
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. Landlord shall supply to the Premises: (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) sewer
service.
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, including 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, window cleaning and routine maintenance to the Premises.
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
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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.
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 Lease 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 in writing 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, including all infrastructure,
(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.
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8.2. Liens - Tenant shall not permit any mechanics', suppliers' lien or other liens, to be filed
against 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 Building, the Property or 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.
ARTICLE IX.
INSURANCE AND INDEMNITY
9.1. Indemnity - To the fullest extent permitted by law, Tenant shall defend (with counsel
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, the Premises, the Building and
the Property (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 Premises, Building or 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, which 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.
ARTICLE X.
ASSIGNMENT AND SUBLETTING
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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 may be granted in Landlord’s sole and absolute discretion. 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 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 Tenant shall receive a Rent abatement for that part of the Premises rendered unusable
in the conduct of Tenant's business for the duration of such period when the Premises was unuable.
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 thirty (30) days after the date of such notice.
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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 as a result of the casualty 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 as
a result of the casualty, 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 in whole or in part 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.
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
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) made to the Premises by Tenant
and designated by Landlord to be removed, and shall repair any damage to the Premises, the
Building or Property caused by such removal. If Tenant fails to complete such removal or to repair
the Premises, Building or Property, 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.
ARTICLE XIII.
LANDLORD'S RESERVED RIGHTS
13.1. Rights Reserved to Landlord - Without notice, without liability to Tenant, and without
effecting an eviction or disturbance of Tenant's use or possession, Landlord shall have 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
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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 safes, if any. 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 annual 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;
(g) fails to operate and use the Premises for the purpose provided herein; or
(h) 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
commence to cure such noncompliance within the 30-day period and thereafter diligently
prosecute such cure to completion).
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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. Reletting 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 time 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 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.
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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 injunctive or declaratory
relief. In no event shall Landlord be liable for any special, punitive or consequential damages.
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 Party 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
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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, and D 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.
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. 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.
15.10. 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.
15.11 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.
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15.12 Amendment and Restatement. This Lease amends and restates the Original Lease in its
entirety. The Original Lease is of no further force and effect.
NOW THEREFORE, Landlord and Tenant executed this Lease as of the date first written above.
LANDLORD: TENANT:
CITY OF ROHNERT PARK GIRL SCOUTS OF NORTHERN
CALIFORNIA
By: _______________________________________ By: ________________________________
Date Date
Name: _________________________________ Name: ______________________________
Title: ___________________________________ Title: ________________________________
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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
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EXHIBIT A
PROPERTY DESCRIPTION
Scout Hut, 295 Santa Alicia Drive, Rohnert Park, California. The building is zoned Public
Institutional.
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EXHIBIT B
MAP OF PREMISES
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EXHIBIT C
RULES AND REGULATIONS FOR PROPERTY
Keys
Landlord to provide certain number of keys for the Premises and to access the restrooms.
Cleaning
Basic cleaning to be handled by Tenant.
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, including the Building and the Property.
Music and Noise Levels
User groups are requested to keep loud noise at a courteous level in the Building and parking lot
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 Building upon exit.
Zoning Ordinance
Tenant shall comply with all applicable zoning ordinance/restrictions for the Property
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EXHIBIT D
INSURANCE REQUIREMENTS
(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 (l00%) of actual
replacement cost or highest insurable value;
(c) Workers' compensation and employers liability insurance of not less than one million dollars
($1,000,000); 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 Agreement 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 general liability, 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.
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