HomeMy WebLinkAbout2009-12-08 - AGENDA REPORTS - SC WORKSOURCE CENTER (2)CONSENT CALENDAR
DATE:
SUBJECT:
DEPARTMENT:
Agenda Item:
CITY OF SANTA CLARITA
AGENDA REPORT
City Manager Approval
Item to be presented by:
December 8, 2009
Jason Crawford
/0
SANTA CLARITA WORKSOURCE CENTER RELOCATION
FROM 20655 SOLEDAD CANYON ROAD TO THE DR. DIANNE
G. VAN HOOK UNIVERSITY CENTER AT COLLEGE OF THE
CANYONS
City Manager's Office
RECOMMENDED ACTION
1. City Council authorize the relocation of the WorkSource Center from 20655 Soledad Canyon
Road, to the Dr. Dianne G. Van Hook University Center on the College of the Canyons campus
at 26455 Rockwell Canyon Road.
2. City Council authorize the City Manager or designee to execute the contract for a five year
property lease with College of the Canyons for an amount not to exceed $251,550, subject to
review by the City Attorney.
3. City Council authorize the City Manager or designee to execute the contract for a five year
property sublease with Goodwill Industries, subject to review by the City Attorney.
4. City Council authorize the acceptance of funds from Goodwill and appropriate it towards the
lease with College of the Canyons.
BACKGROUND
The City of Santa Clarita operates the Santa Clarita WorkSource Center which is designed to
bring services for businesses and job seekers together through job postings, customized
recruitments, and linkages to related programs such as the Santa Clarita Enterprise Zone.
Staff is recommending relocating the Santa Clarita WorkSource Center from its current location
in a retail space located in the Soledad Canyon Plaza Shopping Center to a new location on the
College of the Canyons (COC) campus in the Dr. Dianne G. Van Hook University Center located
M 1VED
at 26455 Rockwell Canyon Road. The Santa Clarita WorkSource Center has been located in its
current location since May 2005. Prior to its move in 2005, the Center was located at 21515
Soledad Canyon Road Ste 121.
The Santa Clarita WorkSource Center serves the entire Santa Clarita Valley. The Santa Clarita
WorkSource Center is a satellite of the WorkSource California Center Antelope Valley One -Stop
Career Center (WSCCAV Center) and has 4 co -located partners including the City of
Santa Clarita, the Employment Development Department, Goodwill Industries, and Title V
workers from the Santa Clarita Senior Center.
In Fiscal Year 2008-09, the Santa Clarita WorkSource Center served 18,211 customers. In Fiscal
Year 2009-10, the Santa Clarita WorkSource Center is averaging a customer flow of over 90
individuals per day. It is projected that at this rate, the FY 2009-10 customer numbers will
significantly exceed those of the previous year.
One of the points of the 21 Point Business Plan for Progress, approved by City Council in April
2009, was to explore opportunities for better integration of the Santa Clarita WorkSource Center
with the efforts of College of the Canyons to support job training, employment opportunities, and
new initiatives that will help stimulate economic growth. Staff expects that this relocation would
not only increase efficiency of the programs offered by the Santa Clarita WorkSource Center and
create a more easily accessible area for the City's residents to utilize its services, but also support
the economic development of the City by fueling the workforce with prepared and skilled
workers.
The relocation of the Santa Clarita WorkSource Center to the College of the Canyons campus
will allow for this integration and partnership to better coordinate services,_ facilitate participation
of under -skilled job seekers in workforce training programs, provide greater access to students,
many of whom are re-entry students who have been displaced or cannot find employment,
directly link employment and education services, and create a more powerful workforce and
economic development engine in the Santa Clarita Valley.
One additional benefit of relocating the Santa Clarita WorkSource to the new location is that
College of the Canyons will see better success in securing grants that benefit the community as
many funding agencies provide bonus points for community colleges that have direct integration
with their local WorkSource Center.
The new location will reduce the overall rent obligation for the Santa Clarita WorkSource Center
by close to 44%. Currently Goodwill Industries maintains the lease for the Santa Clarita
WorkSource Center at approximately $9,000 per month and allows the City to co -locate in their
space at no charge. However, should the Santa Clarita WorkSource Center remain in its current
location, it is the intent of Goodwill Industries to begin assessing rent from the City. In the new
location, it is proposed that the burden of rent be shared equally between the City of Santa Clarita
and Goodwill Industries. The City would hold a lease with College of the Canyons for
approximately 2,150 square feet of space on the second floor of the University Center at an
average cost of $1.95 per square foot, with a sublease to Goodwill Industries.
The total cost of the five year lease for 2,150 square feet of office space would be $251,550,
which would be offset completely by $125,775 in Workforce Investment Act grant money and
$125,775 in rent revenue form the sublease to Goodwill Industries. The lease agreement is paid
solely with grant fiinds, and we can cancel the lease if grant funding goes away.
If approved by City Council, the City of Santa Clarita plans to relocate the WorkSource Center to
the University Center in January 2010.
ALTERNATIVE ACTIONS
1. City Council does not authorize the relocation of the WorkSource Center.
2. Other action as determined by the City Council.
FISCAL IMPACT
The total cost of the five year lease at COC for 2,150 square feet of office space would be
$251,550, which would be offset completely by $125,775 in Workforce Investment Act grant
money and $125,775 in rent revenue from the sublease to Goodwill Industries.
ATTACHMENTS
1. Sublease Agreement Between Goodwill Industries and City of Santa Clarita
2. Facilities Use Agreement Between Santa Clarita Community College District and City of
Santa Clarita available in the City Clerk's Reading File
�City of
SANTA CLARITA
FACILITIES USE AGREEMENT
BETWEEN
SANTA CLARITA COMMUNITY COLLEGE DISTRICT
AND
CITY OF SANTA CLARITA
**click to view agenda item**
SUBLEASE AGREEMENT BETWEEN THE
CITY OF SANTA CLARITA AND
Contract No. `
THIS SUBLEASE is made and executed this day of 20 , between
CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY"), and
Goodwill Southern California., a non-profit corporation ("SUBLESSEE").
RECITALS. This Sublease is made with reference to the following facts and objectives:
A. CITY shall be entering into a Facilities Use Agreement between CITY and the
Santa Clarita Community College District ("DISTRICT") a California community
college district and political subdivision of the State of California.
B. Such Facilities Use Agreement shall provide for the operation of a WorkSource
Center, at the University Center, a facility located on DISTRICT's Valencia Campus,
26455 Rockwell Canyon Road in Santa Clarita, California.
C. CITY and SUBLESSEE desire to enter into a sublease where SUBLEESEE shall
use, on the terms and conditions of this Sublease, the portions of the University Center
leased by the CITY to operate the WorkSource Center, as appropriate.
2. SUBLEASE: DESCRIPTION OF PROPERTY. CITY subleases to SUBLESSEE to use,
on the terms and conditions of this Sublease, portions of real property described as the University
Center, a facility located on DISTRICT'S Valencia Campus, 26455 Rockwell Canyon Road in
Santa Clarita, California.
3. RENT. SUBLESSEE agrees to pay to CITY as rental for the Property the sum of
dollars ($[MONTHLY/ANNUALLY], payable in advance on of each
during the term.
4. TERM. The term of this Sublease is ( ) [MONTHS/YEARS].
5. USE OF PROPERTY. Subject to the limitations listed below, SUBLESSEE may use the
Property for operation of the WorkSource Center. The Property may not be used for any other
purpose.
6. UTILITIES.
A. SUBLESSEE is responsible directly to the serving entities for all utilities
required for its use of the Property. "Utilities" means electricity, gas, telephone services,
trash, water, and cable television.
B. SUBLESSEE agrees to order, obtain, and pay for all utilities and service and
installation charges in connection with the development and operation of the Property.
7. TRASH AND GARBAGE. SUBLESSEE, will provide and pay all costs for the complete
and proper disposal and timely removal of all refuse resulting from its operations. SUBLESSEE
will provide and use appropriate covered receptacles for all refuse at the Property. Piling boxes,
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cartons, barrels or other similar items in view of a public area will not be permitted.
SUBLESSEE is responsible for the proper disposal of its refuse in such a manner as not to
contaminate or restrict sewer lines.
8. MAINTENANCE QUALITY. CITY's designees may, at any reasonable time and without
notice, enter the Property to determine if satisfactory maintenance is being performed. If the
quality of maintenance is unreasonable, CITY will provide written notice to SUBLESSEE which
includes the specific nature of the complaint. Should SUBLESSEE fail to improve and sustain
quality maintenance within thirty (30) days of CITY's notice, CITY may enter upon the Property
and perform such maintenance. SUBLESSEE will promptly reimburse CITY for the cost of
maintenance, plus ten percent (10%) for CITY's administrative overhead.
9. HAZARDOUS WASTE. CITY has not, nor, to CITY's knowledge, has any third party
used, generated, stored, or disposed of, or permitted the use, generation, storage, or disposal of,
any hazardous material (as defined below) on, under, or within the Property in violation of any
law or regulation. SUBLESSEE agrees that it will not use, generate, store, or dispose of any
hazardous material (as defined below) on, under, or within the Property in violation of any law or
regulation. SUBLESSEE agrees to defend and indemnify CITY, as provided in this Sublease,
against any and all losses, liabilities, claims, and/or costs arising from any breach by
SUBLESSEE of any warranty or agreement contained in this section. As used in this section,
"hazardous material" means any substance, chemical or waste that is identified as hazardous,
toxic or dangerous in any applicable federal, state, or local law or regulation (including
petroleum and asbestos).
10. POSSESSORY INTEREST TAXES. SUBLESSEE is informed by CITY pursuant to
Revenue and Taxation Code § 107.6 that its property interest in the Property may be subject to
property taxation if created and that SUBLESSEE may be subject to the payment of property
taxes levied on its interest. SUBLESSEE may not deduct such amount from payments to CITY.
11. QUIET ENJOYMENT. CITY agrees that SUBLESSEE, upon making payments to be paid
by SUBLESSEE under the terms of this Agreement and upon observing and keeping the
agreements and each of the covenants of this Sublease will lawfully and quietly hold, occupy,
and enjoy the Property during the term of this Sublease.
12. CITY'S LIMITED WARRANTY. CITY warrants that it is under no disability, restriction
or prohibition, whether contractual or otherwise, with respect to its right to execute this
agreement and perform its terms and conditions and has the legal right, power and authority to
grant all of the rights granted herein.
13. COMPLIANCE WITH FACILITIES USE AGREEMENT. SUBLESSEE agrees to
comply with all the terms and conditions of the Facilities Use Agreement entered into between
CITY and Santa Clarita Community College District, attached here to as Exhibit "A", as
applicable to the Property.
14. TERMINATION. This Sublease may be terminated as follows:
A. At the expiration of the term;
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B. Upon mutual written agreement between the parties;
C. At the end of ( ) months if either party gives ( ) months
notice to the other of its intent to terminate this Sublease;
D. Upon the Property being condemned; or
E. Should SUBLESSEE materially breach this Sublease and fail to cure such breach
within thirty (30) days of being notified by CITY regarding such breach to CITY's
reasonable satisfaction.
15. CONDITION OF PROPERTY UPON TERMINATION. Upon termination of this
Sublease for any reason, SUBLESSEE will vacate the Property and deliver it to CITY in good
order and condition, damage by the elements, earthquake, and ordinary wear and tear excepted.
16. SALE OR TRANSFER 13Y CITY. Should CITY, at any titerm of during the terof this
Sublease, sell, sublease, transfer, or otherwise convey all or any part of the Property to any
transferee other than SUBLESSEE, then such transfer will be under and subject to this Sublease
and all of SUBLESSEE's rights hereunder.
17. CONDEMNATION. If all or part of the Property is acquired by eminent domain or
purchase in lieu thereof, SUBLESSEE acknowledges that it will have no claim to any
compensation awarded for the taking of the Property or any portion thereof or for loss of or
damage to SUBLESSEE's improvements.
18. RELOCATION BENEFITS. SUBLESSEE acknowledges that it was informed that CITY
is a public entity and that the Property was previously acquired by CITY for a public purpose.
SUBLESSEE further acknowledges that any rights acquired under this Sublease arose after the
date of acquisition of the Property and that said rights are subject to termination when the
Property is needed by CITY. SUBLESSEE acknowledges that at the time of any termination of
this Sublease, SUBLESSEE will not be a "displaced person" entitled to any of the relocation
assistance or benefits offered to displaced persons under state or federal law.
19. NO PUBLIC PROJECT. All rights given to SUBLESSEE pursuant to this Sublease are for
SUBLESSEE's use of the public property identified herein. Any trespass, use, or other
utilization of private property by SUBLESSEE is done at its own risk; SUBLESSEE is not an
agent of CITY and this Sublease is not intended, nor should it be construed, to constitute a public
project.
20. FORCE MAJEURE. Should perfonnance of this Sublease be prevented due to fire, flood,
explosion, war, embargo, government action, civil or military authority, the natural elements, or
other similar causes beyond the Parties' control, then it will immediately terminate without
obligation of either party to the other.
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21. NO FIXTURES. Improvements and facilities that currently exist, or may be constructed
during the term of this Sublease, will not constitute fixtures attached to the Property. Any such
facilities may be removed by SUBLESSEE upon termination of the Sublease.
22. ALTERATIONS, MECHANICS' LIENS. Except as provided by this Sublease,
SUBLESSEE will not make, or cause to be made, any alterations to the property, or any part
thereof, without CITY's prior written consent. SUBLESSEE will keep the property free from
any liens arising out of any work performed, material furnished, or obligations incurred by
SUBLESSEE.
23. ASSIGNMENT AND SUBLETTING. This Sublease may not be assigned, transferred, or
sublet by SUBLESSEE, court order, or through any other means. Any such purported transfer
will be null and void.
24. HOLDOVER. If SUBLESSEE holds possession of the Property after the initial term, or any
option, expires, with CITY's written consent, SUBLESSEE will become a tenant from
month-to-month at the fair market rental rate per month. Such tenancy will be subject to all of
the terms and conditions of this Sublease.
24. INDEMNIFICATION.
A. SUBLESSEE indemnifies and holds CITY harmless from and against any claim,
action, damages, costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Sublease, or its performance, except for CITY's sole active
negligence. Should CITY be named in any suit, or should any claim be against it, by suit
or otherwise, whether the same be groundless or not, arising out of this Sublease, or its
performance, pursuant to this Sublease, SUBLESSEE will defend CITY (at CITY's
request and with counsel satisfactory to CITY) and will indemnify it for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and volunteers.
C. SUBLESSEE expressly agrees that this hold harmless and indemnification
provision is intended to be as broad and inclusive as is permitted by the law of the State
of California and that if any portion is held invalid, it is agreed that the balance will,
notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Sublease.
E. The requirements as to the types and limits of insurance coverage to be
maintained by SUBLESSEE as required by Section 25 below, and any approval of such
insurance by CITY, are not intended to and will not in any manner limit or qualify the
liabilities and obligations otherwise assumed by SUBLESSEE pursuant to this Sublease,
including but not limited to the provisions concerning indemnification.
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25. INSURANCE. SUBLESSEE must procure and maintain insurance of the type, for the
period, .with the coverages and limits, and in accordance with the terms, conditions, and
requirements that follow:
A. SUBLESSEE will provide Commercial General Liability, Broad Form General
Liability, and Business Automobile Liability insurance that meet or exceed the
requirement of ISO Forms GL0002, GL0404 and CA000 t, Code 1, respectively, in the
most current State of California approved forms, in connection with SUBLESSEE's
performance in the amount of not less than $1,000,000 combined single limit per
occurrence for bodily injury, personal injury, and property damage for each policy
coverage.
B. Commercial General Liability," Broad Form General Liability and Business
Automobile Liability policies required in this Sublease will be endorsed to name CITY,
its officials, volunteers, and employees as "additional insureds" under said insurance
coverage, to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by CITY will be excess thereto, and to state that the
policy(ies) will not be cancelable or subject to reduction except upon thirty (30) days
prior written notice to CITY.
C. SUBLESSEE will furnish to CITY a certificate of insurance, in the standard form
required by CITY, duly authenticated, evidencing maintenance of the insurance required
under this Sublease and such other evidence of insurance or copies of policies as may be
reasonably required by CITY from time to time. Insurance must be placed with insurers
with a current A.M. Best Company Rating equivalent to at least a Rating of "A: VII."
26. COMPLIANCE WITH LAW. SUBLESSEE will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local authorities now in force, or which may
hereafter be in force, pertaining to the Property and will faithfully observe in the use of the
Property all applicable laws. The judgment of any court of competent jurisdiction that
SUBLESSEE has violated any such ordinance or statute in the use of the Property will be
conclusive of that fact as between CITY and SUBLESSEE.
27. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this
Sublease will not constitute a waiver of any further breach of the same or other term of this
Sublease.
28. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all
or substantially all of the assets of SUBLESSEE, or a general assignment by SUBLESSEE for
the benefit of creditors, or any action taken or offered by SUBLESSEE under any insolvency or
bankruptcy action, will constitute a breach of this Sublease by SUBLESSEE, -and in such event
this Sublease will automatically cease and terminate.
29. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Sublease or by law to be served on or given to
either party to this Sublease by the other party will be in writing and will be deemed served when
personally delivered to the party to whom they are directed, or in lieu of the personal service,
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upon deposit in the United States mail, certified or registered mail, return receipt requested,
postage prepaid, addressed to:
SUBLESSEE at:
CITY at:
Either party may change its address for the purpose of this Section by giving written notice of the
change to the other party.
30. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements
ancillary to this Sublease and related documents to be entered into in connection with this
Sublease will be considered signed when the signature of a party is delivered by facsimile
transmission. Such facsimile signature will be treated in all respects as having the same effect as
an original signature.
31. GOVERNING LAW. This Sublease has been made in and will be construed in accordance
with the laws of the State of California and exclusive venue for any action involving this
Sublease will be in Los Angeles County.
32. PARTIAL INVALIDITY. Should any provision of this Sublease be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this
Sublease will remain in effect, unimpaired by the holding.
33. INTEGRATION. This instrument and its attachments constitute the sole agreement
between CITY and SUBLESSEE respecting the Property, the use of the Property by
SUBLESSEE, and the specified term, and correctly sets forth the obligations of CITY and
SUBLESSEE. Any Sublease or representations respecting the Property or its licensing by CITY
to SUBLESSEE not expressly set forth in -this instrument are void. There is/are
attachment(s) to this Sublease.
34. CONSTRUCTION. The language of each part of this Sublease will be construed simply
and according to its fair meaning, and this Sublease will never be construed either for or against
either party.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Sublease and to
engage in the actions described herein. This Sublease may be modified by written amendment.
CITY's City Manager, or designee, may execute any such amendment on behalf of CITY.
36. COUNTERPARTS. This Sublease may be executed in any number or counterparts, each of
which will be an original, but all of which together will constitute one instrument executed on
the same date.
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[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this contract the day and
year first hereinabove written.
FOR CONTRACTOR:
Print Name & Title
Date:
FOR CITY OF SANTA CLARITA:
KENNETH R. PULSKAMP, CITY MANAGER
By:
City Manager
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
CARL K. NEWTON, CITY ATTORNEY
I=
City Attorney
Date:
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FACILITIES USE AGREEMENT
BETWEEN
SANTA CLARITA COMMUNITY COLLEGE DISTRICT
AND
CITY OF SANTA CLARITA
FACILITIES. USE AGREEMENT
TABLE OF CONTENTS
Article
Description
Pam
1
Scope of Agreement
1
2
Lease and Use of Property, and Support Services
2
3
Term of Agreement
9
4
Termination of Agreement
9
5
Payment
12
6
Insurance
13
7
Indemnity
14
8
Alternative Dispute Resolution
15
9
General Provisions
16
Facilities Use Agreement (Doc#1 1226. 1, rev. 11/09). i
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
FACILITIES USE AGREEMENT
This Facilities Use Agreement ("Agreement") is dated and effective January 1, 2010
("Effective Date") between SANTA CLARITA . COMMUNITY COLLEGE DISTRICT
("District"), a California community college district and political subdivision of the . State of
California, and the CITY OF SANTA CLARITA ("City "), a municipal corporation of the State
of California. District and City may also be referred to collectively as the "Parties" and
individually as "Party."
A. District owns and operates the University Center, a facility located on District's
Valencia Campus ("Campus"), 26455 Rockwell Canyon Road in Santa Clarita, California.
B. District desires, as authorized by the California Education Code, including but not
limited to Section 81420, to lease to City, and City desires to lease from District, certain portion
of the University Center, as set forth below, for City's use to operate a WorkSource Center, a
City -run program in partnership with the State of California's Employment Development
Department and the Department of Rehabilitation, the County of Los Angeles (Community and
Senior Services), the District, and Goodwill Southern California.
C. District has determined that the proposed joint occupancy and use of the
University Center will not interfere with the educational program or activities of any school or
class conducted at the University Center. The Parties agree that the University Center is
appropriate for the proper operation and function of the University Center to be jointly occupied
and used.
D. The Parties desire by this Agreement to set forth the terms and conditions upon
which City shall lease and use leased space and common areas at the University Center, and set
forth the Parties' rights and obligations relating to the leased space, the common areas, and this
Agreement.
THEREFORE, in consideration of the premises and the mutual covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the Parties' signatures below, the Parties agree as provided in this
Agreement.
ARTICLE 1. 1 SCOPE OF AGREEMENT.
In consideration of payments to be made by City, District shall lease to City that certain space set
forth in Article 2 below for City's exclusive use to operate the WorkSource Center in accordance
with the terms of this Agreement; allow City certain access to specified common areas and
facilities at the University Center pursuant to this Agreement and the California Civic Center
Act; and provide certain limited support services to City in connection with City's operation of
the WorkSource Center at the University Center.
Facilities Use Agreement (Doc#11226.1, rev. 11/09)
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
ARTICLE 2. LEASE AND USE OF PROPERTY, AND SUPPORT SERVICES.
Section 2.1 Leased Space, Common Areas, and Additional Facilities.
2.1.1 Leased Space.
2.1.1.1 Description. District shall lease for use exclusively by City during the Term
of this Agreement 2150 square feet of space referred to collectively as
"Leased Space," which Leased Space is listed below and designated on the
site map attached as Exhibit A and incorporated by reference as part of this
Agreement:
(a) Office space within the University Center ("Office Space")
(b) 15 short term parking spaces for use by City invitees who are using the
services provided by the WorkSource Center ("Parking Spaces").
2.1.1.2 Access to Office Space and University Center.
(a) Office Space. District shall issue to City an appropriate number of
keys to the Office Space.
(b) University Center. Access into the University Center shall be gained
only through District staff and during the following hours: Monday
through Friday from 7:30 a.m. to 10:00 p.m. except on the following
holidays: Independence Day, Labor Day, Veterans Day, Thanksgiving
Day and the Friday immediately following, Winter Break (typically
the last week in December), New Year's Day, Dr. Martin Luther King
Jr. Day, Lincoln's Birthday, Washington's Birthday, and Memorial
Day. District will provide a list of annual holidays to City by no later
than August 15 of each "Fiscal Year" (July 1 through June 30 of the
following calendar year). If City desires to gain access into and to
operate the WorkSource Center at times other than those set forth
above when the University Center is opened, a fee shall be assessed
against City for Campus safety, the amount of the fee to be determined
by District.
2.1.2 Common Areas. City shall have the right, on a shared use basis with District, other
educational institutions, and third parties, to use the following common areas
(collectively "Common Areas"):
2.1.2.1 At the University Center: cafeteria, vending areas, front lobby, outdoor patios
on the ground and third floors, concourses on second and third floors, and
travel paths.
2.1.2.2 At the Campus: cafeteria, coffee kiosk, and paths of travel.
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 2
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
2.1.2.3 Parking — Invitees: Parking, on a first-come, first-served basis and upon
payment of the applicable parking fees, for invitees who use the services of
the WorkSource Center and are unable to find parking within the 15 Parking
Spaces specified in Paragraph 2.1.1.1(b).
2.1.2.4 Parking — WorkSource Center Staff: Parking on a first-come, first served basis
for WorkSource Center staff. Parking permits are available for purchase at
$40 per semester or $2 per day by WorkSource Center staff. The price of
parking pen -nits are subject to change without notice to City.
2.1.2.5 Other District facilities or premises that District, in District's sole discretion
and in writing, may make available for use by City.
WorkSource Center staff and invitees must comply with District board policies and
administrative procedures in using the Common Areas.
2.1.3 Additional Facilities. City may request from District use of conference rooms, the Center
Training Room, and other facilities at the University Center ("Additional Facilities") in
accordance with the Civic Center Act and District's board policy implementing the Civic
Center Act. City shall pay District a fee for use of" each such Additional Facility in
accordance with the fee schedule in effect at the time of City's request. District, at
District's discretion, may waive the fee where District is co -sponsoring an event with
City in connection with the WorkSource Center.
Section 2.2 Conditions Governing Use of Leased Space and Common Areas.
2.2.1 Permitted Use for Office Space. City shall use the Office Space solely to operate the
WorkSource Center by bringing job seekers and employers together, with such use to
comply with the terms and conditions of this Agreement and all laws applicable to public
educational facilities. All use by City and the. WorkSource Center of the Common Areas
and Additional Facilities shall be related to and in support of the operation and purposes
of the WorkSource Center.
2.2.2 Alteration or Modification. City shall not alter, renovate, or otherwise modify any
portion of the Leased Space, the Common Areas, the University Center, or other District
property without first obtaining District's prior written approval. Any alteration,
renovation, or modification of the Leased Space or any other spaces that is approved by
District shall be at Lessee's sole expense and liability, and subject to any additional tenns
and conditions as the Parties may agree upon and all laws, regulations, rules, and orders
that apply to community college districts with respect to such work.
2.2.3 Disposition and Liens. City shall not sell or otherwise dispose or cause liens,
assessments, or any other charges or liabilities to be recorded or levied upon the Leased
Space, the University Center, or any other District property.
22.4 Access and Inspection. City shall pen -nit District and District's employees, agents, and
representatives to enter upon the Leased Space to inspect or make repairs, alterations, or
Facilities Use Agreement (Doc#11226.1, rev. 11/09)
MTC No. 2 (Doc#10260.1, ver. 10/09)
additions to the Leased Space. District shall attempt to give reasonable notice to Lessee
where practicable but shall not be obligated to do so in the event of an emergency or
imminent threat to the health or safety of occupants.
2.2.5 Supervision and Identification of WorkSource Staff.
2.2.5.1 The Parties acknowledge and agree that the WorkSource Center will be
staffed by personnel consisting of employees from the City and at least one
employee from the California Employment Development Department. From
time to time, there may be staff at the WorkSource Center who are not City
employees, such staff to include personnel from non-profit organizations or
other public entities, and/or personnel hired by City on a temporary basis
through temporary employment agency(ies).
2.2.5.2 City is responsible for the supervision and discipline of all staff working at the
WorkSource Center while such staff are on District facilities regardless of
whether such staff are City's employeees. City shall promptly address all
incidents of misconduct involving WorkSource Center staff, including any
incidents that District brings to the City's attention.
2.2.5.3 All WorkSource Center staff must have written identification indicating their
status as a staff at the WorkSource Center and their employer at all times
while at the University Center or any other District facilities. Such
identification shall be provided upon District's request.
2.2.6 Policies, Administrative Procedures, Laws and Regulations. City shall comply with all
District board policies and administrative procedures governing the use and operations of
District facilities. City shall also comply with the Civic Center Act, and all state and
local fire, health, and safety laws, ordinances, and regulations.
2.2.7 Smoking, Gambling, Alcohol, and Unsuitable Use Prohibited. Smoking is prohibited at
the University Center and other District property except in those locations clearly
designated as an approved smoking area. No District property may be used for gambling
—or -other -games -of -chance -or -for -any -purpose -that -is -inimical -to -pub lie -morals -and -welfare;
or unsuitable for a public educational facility. The use of alcohol is prohibited at the
University Center and other District property except under special circumstances
described in California statutes.
2.2.8 Damage, Destruction, Waste, and Other Prohibited Use. City shall not damage or destroy
the University Center or any furnishings, equipment, and supplies of District or of third
parties using the University Center, the Campus, or any other District facilities. City
shall ftirther not commit any waste upon the University Center or any other District
property or place any loads upon the floor, walls, or ceiling that endanger any structure.
City shall also not commit any discharge, leakage, spillage, or pollution of any type upon
or from the University Center or any other District property. Moreover, City shall not
place any harmful liquids in the plumbing, sewer, or storm water drainage system of the
University Center or of any other District property. City shall also not dump or permit to
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 4
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
remain upon any part of the University Center or other District property any waste
materials or refuse, except in containers designated for that purpose. Should any
discharge, leakage, spillage, emission, waste, or pollution of any type occur upon or from
the University Center or any other District property, in whole or in part, as a result of
City's use and/or occupancy thereof, City, at its sole cost, shall clean all the property
affected to the satisfaction of District and any governmental agencies having jurisdiction
over the University Center and such other District property.
2.2.9 Sin. At District's cost, District will install a sign near the Campus's South Lot and a
second sign near the front of the University Center, each listing the City's WorkSource
Center as an occupant at the University Center. In addition and at District's cost, District
will install interior signage in the lobby and on the west wing of the second floor of the
University Center, stating the City's WorkSource Center as an occupant at the University
Center. District may confer with City regarding the size, color, and format of the signs
but is not obligated to comply with any City request. The signs provided under this
Subsection may be placed adjacent to other signs relating to other occupants at the
University Center. City may not install or place any other sign at or around the
University Center or Campus without first obtaining District's written approval.
2.2. 10 Additional Issues. This is the first time the Parties are entering into an agreement for the
lease and use of the Leased Space for the purposes stated in this Agreement. The Parties
have done their best to negotiate and anticipate issues. However, in a shared use
scenario, issues may arise. If such issues arise, the Parties shall cooperate to resolve
them.
SECTION 2.3 FURNISHINGS, EQUIPMENT AND RELATED SERVICES, AND
SUPPI.IF.S_
2.3.1 City Furnishings, Equipment, and Supplies. City shall be solely responsible, at City's
cost, to provide any furnishings, equipment, supplies, and any items (collectively "City
Equipment") that City may need to operate the WorkSource Center. All City Equipment
shall remain City's property. Unless District approves in writing, City may only place
City Equipment in the. Office Space and no City Equipment shall be placed in any
Common Areas, Additional Facilities, or any other spaces at the University Center. City
shall be responsible for any loss, damage, or destruction of any City Equipment.
2.3.2 Telephone and Internet Connectivity and Services. District shall provide connectivity
and access services necessary to operate land -line telephones. With respect to Internet
connectivity, District is responsible for obtaining, upkeep, and maintenance of
connectivity and the cost of Internet access services. District reserves the right, at any
time during the Term of this Agreement and upon 30 days written notice to City, to
require City to provide City's own telephone connectivity and services, and/or Internet
connectivity and services. If District exercises this right, the Parties shall negotiate in
good faith to allow City reasonable access to District facilities, and reasonable time for
City to install equipment and make any necessary improvements to allow for City's
connectivity for telephone and Internet services.
Facilities Use Agreement (Doc#1 1226. 1, rev. 11/09) 5
MTC No. 2 (Doc#10260,1, ver. 10/09)
2.3.3 Interference, Disruption, or Unauthorized Access Prohibited. No furnishings, equipment,
or supplies used by City at the University Center may interfere with or disrupt the
operations of the University Center or any other District facilities and systems. City's
equipment, service systems, and other service connectivity shall also not interfere with
the operations and service of the equipment, service systems, and Internet and other
service connectivity of District or third parties at the University Center, on the Campus,
or at any other District premises or facilities. Except as provided in this Subsection or
approved by District in writing, City shall not use any equipment, service systems, or
Internet or other service connectivity to access District's equipment, seryice systems, or
Internet or other service connectivity at the University Center, Campus, or any other
District premises or facilities.
2.3.4 District Prior Approval Required for Equipment Installation. Before City may make any
improvements or modifications to the University Center or any District facilities in order
to install any equipment, service systems, or other service connectivity, City shall first
obtain District's written approval.
2.3.5 Limited District Technology Support Services. District may charge City for technology
support. services that District elects to provide to the WorkSource Center that are beyond
basic troubleshooting, the amount of which shall be determined by District and
communicated to City before such services is provided to the WorkSource Center.
Section 2.4 Maintenance and Utilities.
2.4.1 Maintenance. District shall be responsible, at District's cost, to maintain the Leased
Property, Common Areas, and all other spaces at the University Center. Maintenance
shall include routine maintenance and repair of, and daily janitorial services at, the
University Center. Maintenance does not include work to repair or replace any loss,
damage, or destruction of the Property or any fiimishings, equipment, materials, or
supplies arising fi-om or caused by any acts or omissions of City, City's officers,
employees, vendors, contractors, or other agents, and any WorkSource Center staff
regardless of whether such staff are City employees.
2.4.2 Utilities. The Parties agree that the cost of utilities to operate the Office Space is
included in the Lease Payment. District shall be responsible for payment of all utilities
used at the University Center, including those used by the WorkSource Center. The
Parties agree that if and when this Agreement is renew or extended, or a new agreement
is entered into to replace this Agreement, City shall be responsible for paying its pro -rata
share of utilities for operation of the WorkSource Center.
Section 2.5 Repair and Restoration of Property.
2.5.1 Leased Space, Common Areas, and Other Property. The Leased Space and Common
Areas shall be in the condition that existed on the date that City commenced occupation
or use thereof, excepting non -nal wear and tear. On or immediately preceding the date on.
which City shall commence occupation or use of the Leased Space, the Parties shall
inspect the Lease Space. If City has not previously used the Common Areas, the Parties
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MTC No. 2 (Doc# 10260. 1, ver. 10109)
shall also inspect the Common Areas. During the inspection of the Leased Space or the
Common Areas, the Parties shall document the then -existing condition of the Leased
Space or Common Areas, which documentation may include photographs thereof ("Pre -
Existing Condition"). If repair or replacement of any Leased Spaces or Common Areas
is necessary to restore any such spaces to their Pre -Existing Condition, the provisions of
this Subsection shall apply. The provisions of this Subsection shall also apply if there are
any loss, damage, or destruction to any other District structures, facilities, furnishings,
equipment, or other property, whether real or personal property.
2.5.1.1 Solely Caused by City and/or WorkSource Center Staff. If repair or
replacement is necessary due to loss, destruction, or damage caused solely by
City and/or City's officers, employees, volunteers, or agents (which shall
include all WorkSource Center staff regardless of whether such staff are City
employees), or invitees, District, at District's option, may require City, at
City's expense, to perforin such work or require City to reimburse District for
all costs and fees incurred by District to perform such work. If required by
District to perform the work, City shall promptly perform and complete such
work by no later than 30 days after the effective date of termination of this
Agreement or receipt of District's written notice for City to perform the work,
whichever is earlier. If District requires reimbursement from City, City shall
pay such reimbursement within 30 days of the date of District's invoice.
2.5.1.2 Jointly Caused by Parties. If repair or replacement is necessary due to loss,
destruction, or damage caused jointly by the Parties and/or their respective
officers, employees, volunteers, or agents (which, as apply to City, shall
include all WorkSource Center staff regardless of whether such staff are City
employees, and invitees; and in the case of District shall include District -
enrolled students), each Party shall be responsible for repair or restoration to
the Pre -Existing Condition, and for the associated costs, in proportion to each
Party's liability for the loss, destruction, or damage. District, at Districts
option, and with written notice to. City before commencement of any work,
may elect to perform all repair or replacement work with each Party
responsible for payment of the associated costs in proportion to each Party's
liability for the loss, destruction, or damage. If District elects to perform the
repair or replacement work, City shall pay City's proportional cost to District
within 30 days of the date of District's invoice.
2.5.1.3 Caused by Unknown or Unaffiliated Third Parties. If repair or replacement is
necessary due to loss, destruction, or damage caused by a third party whose
identity cannot be determined, or is determined not to be a City officer,
employee, volunteer, invitee, or agent (which shall include all WorkSource
Center staff regardless of whether such staff are City employees) and not to be
a District officer, employee, volunteer, agent or student, District shall be
responsible for all work, and all costs associated with, the repair or
replacement, unless the loss, destruction, or damage is the result of or arose
out of the act or omission of City and/or City's officers, employees,
volunteers, agents (which shall include all WorkSource Center staff regardless
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 7
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
of whether such staff are City employees), or invitees in which case City shall
be responsible for all work and associated costs for the repair or replacement.
As an example, and not as a limitation, if City fails to lock the Office Space
and an unidentified person enters the Office Space and damages it, City shall
be responsible for all work and associated costs to repair or replace the Office
Space. A further example is where a WorkSource Center staff (who is not a
City employees) is involved in a physical altercation with an unidentified
person and during the altercation, the unidentified person causes damages to a
Common Area; in this case, City shall be responsible. for all work and
associated costs to repair or replace the Common Area. Where the loss,
destruction, or damage is the result of or arose out of the act or omission of
City and/or City's officers, employees, volunteers, agents (which shall include
all WorkSource Center staff regardless of whether such staff are City
employees), or invitees, District, at District's option, and with written notice
to City before commencement of any work, may elect to perform all repair or
replacement work with City responsible for all associated costs. If District
elects to perform the repair or replacement work, City shall pay all associated
costs to District within 30 days of the date of District's invoice.
2.5.1.4 Solely Caused by District. If repair or replacement is necessary due to loss,
destruction, or damage caused solely by District and/or District's officers,
employees, volunteers, agents, or students, District, at District's expense, shall
perform such work or pay for all costs and fees to perform such work. District
shall promptly perform and complete such work.
2.5.2 Replacement of Office Space During Repair or Restoration. In the event any loss or
damage of the Office Space renders the Office Space not useable for the purposes set
forth in this Agreement or is determined by the appropriate governmental authorities to
be not suitable for occupancy, the Parties shall cooperate and negotiate in good faith to
provide City with a comparable replacement space at the University Center in which City
may continue the operation of the WorkSource Center until the Office Space is repaired
or restored. Any agreement by the Parties as to a replacement space shall identify the
replacement space, use period, and use fee (if different than the amount provided in
Article 5 below), and shall be set forth in writing and signed by the Parties. If the Parties
cannot agree upon a comparable space or no comparable space is available at the
University Center, City, at City's discretion and sole liability, may cease the operation of
the WorkSource Center; or either Party, notwithstanding Section 4.1 and subject to
Section 4.2, may tenninate this Agreement upon providing the other Party with 30 days
written notice before the effective date of termination.
2.5.3 City Personal Property. City shall be responsible for any loss, damage, or destruction of
any of City's furnishings, equipment, supplies, and any other personal property that City
places at the University Center, the Common Areas, or any other facilities on the
Campus, unless the loss, damage, or destruction is caused by the sole negligence of
District and/or District's officers, employees, volunteers, agents or students in which case
District is responsible and shall, at District's option, repair or replace the furnishing,
equipment, supply or personal property that is lost, damaged, or destroyed or pay City an
Facilities Use Agreement (Doc#11226.1, rev. 11/09) g
MTC No. 2 (Doc#10260.1, ver. 10/09)
amount equal to the fair market value of the property at the time of the loss, damage, or
destruction.
Section 2.6 Additional District Services.
Upon the Parties' mutual agreement, District may provide workshops and training to individuals
who use the services at the WorkSource Center in accordance with the teens and conditions of
such an agreement.
ARTICLE 3. TERM OF AGREEMENT.
3.1 Term of Agreement. This Agreement shall commence on the Effective Date and shall
continue in full force and effect thereafter until and including December 31, 2014
("Term"), unless this Agreement is terminated during the Term as provided in the Article
below.
3.2 Renewal of Ap-reement. Where this Agreement terminates by expiration of the Term,
the Parties may mutually agree in writing executed by the Parties to renew this
Agreement for a successive term of the same duration as the Tenn, or for a longer or
shorter period.
ARTICLE 4. TERMINATION OF AGREEMENT.
Section 4.1 Grounds for Termination.
This Agreement shall terminate upon expiration of the Term. Any termination of this Agreement
during the Tenn shall be in accordance with the following:
4. 1.1 With Cause or Without Cause. Each Party, with or without cause, may terminate this
Agreement at any time during the Term of this Agreement upon providing the other Party
with at least 60 days written notice before the effective date of termination.
4.1.2 Termination by Mutual Agreement. The Parties may tenninate this Agreement by mutual
agreement set forth in writing and executed by the Parties.
4.1.3 Other Grounds. Notwithstanding Subsection 4.1.1, this Agreement shall also terminate
pursuant to any of the following:
4.1.3.1 District Facilities Need. After a finding by District's Board of Trustees that
any or all space at the University Center is necessary to accommodate
District's students, employees, programs, courses, training, or other activities,
District may tenninate this Agreement upon providing City with at least 120
days written notice before the effective date of termination.
4.1.3.2 Destruction of University Center. This Agreement shall terminate if the
Center is completely destroyed (destruction of more than forty percent (40%)
of the classroom space) or if the University Center is detennined by the
Facilities Use Agreement (Doc#1 1226. 1, rev. 11/09) 9
MTC No. 2 (Doc# 10260.1, ver. 10/09)
a
appropriate governmental authorities to be not suitable for occupancy and the
District determines that the Center will not be restored or repaired
4.1.3.3 City's Unauthorized Assignment or Transfer of Agreement. Any assignment
or transfer of this Agreement by City in violation of Section 9.7 constitutes a
material breach of this Agreement and District, at District's sole discretion
and upon written notice to City, may terminate this Agreement effective on
the date stated in District's written notice.
4.1.3.4 City Noncompliance with Applicable Laws. District, at District's sole
discretion and upon written notice to City, may terminate this Agreement
effective on the date stated in District's written notice if City and/or the
WorkSource Center fail to comply with federal, state, and/or local laws
applicable to the operation of the WorkSource Center or the University
Center, or District board policies and administrative procedures.
4.1.3.5 Receivership or Bankruptcy of, or Inabilit to o Pay Debts by, City. If City
shall (1) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of City, or of all or a substantial part of the assets of
City, (2) be unable, fail, or admit in writing City's inability generally to pay
City's debts as they become due, (3) make a general assignment for the
benefit of creditors, (4) have an order for relief entered against City under
applicable federal bankruptcy law, or (5) file a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or an
arrangement with creditors or taking advantage of any insolvency law or any
answer admitting the material allegations of a petition filed against City any
bankruptcy, reorganization, or insolvency proceeding, District, at District's
election and upon providing written notice to City, may terminate this
Agreement effective on the date specified in District's notice of termination.
4.1.3.6 Order, Jud�,Ytnent, or Decree. If an. order, judgment, or decree shall be entered
by any court of competent jurisdiction, approving a petition or appointing a
receiver, trustee, custodian or liquidator of City or of all or a substantial part
of the assets of City, in each case without City's application, approval or
consent, and such order, judgment or decree shall continue unstayed and in
effect for 30 consecutive days, District, at District's election and upon
providing written notice to City, may tenninate this Agreement effective on
the date specified in District's notice of termination.
4.1.3.7 City's Failure to Procure and Maintain Required Insurance. If City fails to
provide any of the insurance as required below in this Agreement, District,
upon providing City with written notice, may terminate this Agreement
effective on the date stated in District's written notice.
Section 4.2 Rights and Obligations Upon Termination.
Facilities Use Agreement (Doc#11226.1, rev. l'l/09)
MTC No. 2 (Doc#10260.1, ver. 10/09)
Upon termination of this Agreement, the following shall apply and survive the termination of
this Agreement:
4.2.1 Payment of Lease Amount Differential. Where City has terminated this Agreement
pursuant to Subsection 4. 1.1 above or District has terminated this Agreement based on
any of the grounds in Paragraph 4.1.3.3, 4.1.3.4, or 4.1.3.7, City shall pay District an
amount ("Lease Differential Amount") to be calculated as follows: (2150 square feet of
space multiply by $1.95 and then multiplying the resulting amount by the period that has
elapsed in the Tenn of this Agreement as of the effective date of termination of this
Agreement) minus (2150 square feet of space multiply by $.975 and then multiplying the
resulting amount -by the period that has elapsed in the Term of this Agreement as of the
effective date of termination of this Agreement). Unless the Parties agree otherwise, City
shall pay District the Lease Differential Amount in no more than three installment
payments, all of which shall be paid to District no later than 365 days following the
effective date of termination of this Agreement.
4.2.2 Other Payment Obligations. In addition to the payment pursuant to Subsection 4.2.1
above, City shall pay District all Lease Payment, late charges, and any other costs and
fees that are due to District as of the effective termination date of this Agreement.
Payment of these fees and costs must be received by District within five business days of
the effective date of termination of this Agreement.
4.2.3 Restoration of Property. City shall satisfy all obligations under Subsection 2.5.1.
4.2.4 Removal of City and WorkSource Center Personal PropertX. No later than 15 business
days of the effective date of termination of this Agreement, City shall remove all
furnishings, equipment and supplies from the WorkSource Center and any other space at
the University Center or Campus. Any City and/or WorkSource Center property that is
not removed within 10 business days after notification by District to City shall be deemed
abandoned and District may keep the property without any compensation to City, or
remove and/or dispose of the property as District deems proper. If District incurs any
cost to remove and/or dispose of the property, District will invoice City and City shall
pay District within 15 business days of the date of the invoice.
4.2.5 Return of District Personal Property. No later than 15 business days of the effective date
of.tennination of this Agreement, City shall return to District and completely surrender
any District equipment or property in City's possession, custody, or control.
4.2.6 Surrender and Vacate Center. By the end of business on the effective date of tennination
of this Agreement, City shall completely surrender and vacate the Leased Space, the
Common Areas, and any other District space or facilities.
4.2.7 District Reserved Rights. As titleholder to the University Center, District shall have the
right, upon termination of this Agreement, to recoup the fiill rights and benefits of such
ownership, including but not limited to use of the Leased Space for District's programs
and services. Without any notice to City, District shall also have the right to re-enter and
take possession of the Leased Space and eject City, and its officers, employees,
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MTC No. 2 (Doc# 10260. 1, ver. 10/09)
volunteers, and agents (which shall include all WorkSource Center staff regardless of
whether such staff are City employees), and any City tenants, assignees or other person or
persons claiming any right under or through City.
Section 4.3 Force Maieure.
4.3.1 Applicability and Relief. The provisions in this Section shall apply if either Party is
delayed or prevented from performing any act or rendering any services required under
this Agreement by a Force Majeure Event, as that term is defined in the Subsection
below. No Party shall be liable for any failure or delay in perfonning this Agreement if a
Force Majeure Event caused the failure or delay, and such failure or delay is beyond the
Parties' control and which by the Parties' exercise of due diligence could not reasonably
have avoided the Force Majeure Event and such Force Majeure Event was not avoided.
4.3.2 Force Majeure Event. A "Force Majeure Event" shall mean events or circumstances
beyond the Parties' reasonable control and occurring without any fault or negligence of a
Party, and which by the exercise of due diligence by the Parties could not reasonably
have been avoided and was not avoided, which events or circumstances, include, but are
not limited to, acts of God, such as tornadoes, lightning, earthquakes, hurricanes, floods,
or other natural disasters; terrorist attacks; wars; strikes; lockouts; riots; explosions; or
governmental acts, including sanction, embargo, and import or export regulation, or
order. A Force Majeure Event shall not include events or circumstances that are within a
Party's reasonable control or that occurs as a result of or arises from a Party's act or
omission, which events or circumstances include, but are not limited to, failure by a Party
and/or its subcontractors, suppliers, or agents to meet their legal or contractual
obligations where no Force Majeure Event has occurred; disruption in services to a Party
caused by one or more of the following: server failures, software glitches, disputes with
subcontractors, suppliers, or other agents or parties, or disputes between City and City's
employees.
Section 4.4 Holdover.
If City holds over in use of the Leased Space, such holding over shall not be deemed to extend
the period for the City to use the Leased Space or to provide City with any implied or expressed
right to such use, but the use shall continue upon the covenants and conditions in this Agreement
at 125% of the Lease Payment.
ARTICLE 5. PAYMENT.
Section 5.1 Amount of Payment.
5.1.1 Lease Payment Amount and Schedule. In consideration of City's use of the Leased
Space, Common Areas, and other benefits provided by District to City under this
Agreement, City shall pay District a total amount of $251,550 ("Lease Payment"). City
shall pay the Lease Payment to District on the fifteenth day of the calendar month
following the Effective Date and each subsequent calendar month, without any invoice or
request for payment from District, in monthly installment amounts as follows:
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MTC No. 2 (Doc# 10260, 1, ver. 10/09)
Calendar Year Monthly Payment
2010 $2,096.25 per month
2011 $2,096.25 per month
2012 $5,590.00 per month
2013 $5,590.00 per month
2014 $5,590.00 per month
TOTAL
Total Yearlv Pavment
$25,155.00
$25,155.00
$67,080.00
$67,080.00
$67,080.00
$251,550.i0o
5.1.2 Other Payments. District reserves the right, at any time during the Term of this
Agreement and upon 30 days written notice to City, to charge and obtain payment from
City for any costs and fees for telephone services, Internet services, technology support
services, and/or other District facilities used by the WorkSource Center.
ARTICLE 6.
7.1 City.
INSURANCE.
7.1.1 Required Insurance. City, at City's cost, commencing on the Effective Date of
and during the Term of this Agreement, shall procure and maintain in full force
and affect the following insurance or, if self-insurance will be provided, coverage
under such self insurance shall, at a minimum, comply with the requirements set
forth below:
(a) General Liability Insurance. City shall maintain general liability insurance
with limits of liability of not less than $1,000,000 per occurrence for
bodily injury, personal injury, advertising injury, and property damage.
This insurance shall include contractual liability and products and
completed operations coverage of the same limits as the policy limits.
This insurance shall be endorsed to include the following: (i) District and
its Board of Trustees and members thereof, officers, employees, agents
and volunteers as additional insureds; and (ii) a written notice to be mailed
to District by insurer or self insurance administrator no later than 30 days
prior to the effective date of any cancellation, non -renewal, or reduction of
coverage of such insurance.
(b) Automobile Liability. City shall maintain automobile liability insurance
with -limits of liability of $1,000,000 per occurrence, for owned, non -
owned, and hired vehicles.
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MTC No. 2 (Doc#10260,1, ver. 10/09)
(c) Workers' Compensation Insurance. City shall maintain workers'
compensation as required by the State of California and employers'
liability insurance with limits of not less than $1,000,000.
City's insurance shall contain an endorsement providing that such insurance shall
be primary and such endorsement shall further state that District's own coverage
will not contribute with it.
7.1.2 Deductible or Self -Insured Retention. Any and all deductibles or self-insured
retentions applicable to the above required insurance shall be specifically
approved by District. City shall be solely responsible for paying all deductibles or
self-insured retentions for insurance that City procures under this Agreement.
7.1.3 Insurer Rating. The insurance required above shall be provided by a
company(ies) with an A.M. Best rating of A:VII or the equivalent.
7.1.4 Proof of Insurance. City shall provide written proof to District of the above
insurance before City may use the University Center or any other District
property, including copies of the endorsements required above. City shall provide
written proof to District of renewal of any insurance required above, including
any endorsements required, at least 15 days prior to the expiration of such
insurance.
7.1.5 Procurement by District. If City fails to provide any of the above -required
insurance, District may, but is riot obligated to, procure and maintain such
insurance and charge to City the cost of such insurance. City shall reimburse the
cost of such insurance to District within 15 days of an invoice from District. Prior
to District's procurement of such insurance, District shall notify City in writing
that City has 10 days to provide the required insurance and provide written proof
thereof to District.
7.1.6 Self Insurance. City may satisfy the above insurance requirements by maintaining
equivalent or greater limits and coverage through a program of self insurance.
7.2 District. During the Term of this .Agreement, District shall maintain insurance or self-
insurance against claims for injuries to persons and damages to property (real and
personal, including the structures on District property and any District owned personal
property).
ARTICLE 7. INDEMNITY.
Section 7.1 Indemnity Obligations of Parties.
Each Party ("Indemnifying Party") shall, to the fullest extent permitted by law and only in
proportion to each Party's respective liability, defend, indemnify, and hold harmless the other
Party ("Indemnified Party") and the Indemnified Party's governing body, officers, employees,
and agents (which, as apply to City, includes all WorkSource Center staff regardless of whether
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such staff are City employees, and volunteers and invitees of the WorkSource Center; and which,
as apply to District, includes all District -enrolled students and District -retained volunteers) from
and against any claims, suits, and liability relating to this Agreement and arising out of any act or
omission of, or caused by, the Indemnifying Party and/or the Indemnifying Party's governing
body, officers, employees, or agents (which, as apply to City, includes all WorkSource Center
staff regardless of whether such staff are City employees, and volunteers and invitees of the
WorkSource Center; and which, as apply to District, includes all District -enrolled students and
District -retained volunteers). The Parties intend by the provisions in this Section and hereby
agree that where the Parties are jointly liable, each Party's obligation under this Section to the
other Party shall only be in proportion to each Party's liability. Each Party is solely liable for
any claims, suits, and liability arising out of the sole act or omission of, or caused solely by, that
Party and/or its governing body, officers, employees, or agents.
Section 7.2 Notice of Claim.
Where an Indemnifying Party is required by this Agreement to indemnify, defend, or hold
harmless an Indemnified Party with respect to any claim by a third party, the Indemnified Party
shall give prompt and reasonably detailed written notice of the circumstances to the
Indemnifying Party, including, if known, the name of the third party and the amount of the third
party's claim. If the amount of the third party's claim is not yet liquidated or otherwise
determinable, the Indemnified Party shall include in the notice to the Indemnifying Party a
reasonable, good faith estimate of the amount of the third party's claim. The Indemnified Party
shall not make any admission or make or accept any offer of settlement or compromise or
consent to entry of any judgment (other than a dismissal on the merits with prejudice without
costs) or findings of fact without the Indemnifying Party's prior written consent, which consent
shall not be unreasonably withheld, delayed, or conditioned.
Section 7.3 Survival of Obliy_ations.
The obligations set forth in this Article shall survive the termination of this Agreement.
Section 7.4 No Limitation by Insurance.
Neither the existence of any of the insurance coverage required to be carried by City pursuant to
this Agreement, nor the minimum coverage limits specified in this Agreement with respect to
any such coverage, shall be deemed to limit or restrict in any way City's liability arising under or
out of this Agreement. City shall be liable to the fullest extent provided under this Agreement
and pennitted by law without regard to whether insurance exists with respect to any liability on
the Parties' part under this Agreement.
ARTICLE 8. ALTERNATIVE DISPUTE RESOLUTION.
Section 8.1 Compliance; Exception for Injunctive Relief.
8.1.1 Compliance. Unless specifically provided otherwise in this Agreement, disputes between
the Parties regarding or relating to this Agreement, including the alleged breach,
interpretation, or application of this Agreement, shall first be resolved using the dispute
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 15
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resolution process set forth in. this Article. Except for an action to obtain injunctive
relief in accordance with the Paragraph immediately following, a Party may not
commence a civil action until after compliance with the provisions of this Article and the
Parties have participated in the informal meeting required in the Section below.
8.1.2 Injunctive Relief. A Party may seek injunctive relief without first complying with the
dispute resolution process set forth in this Article to preserve the status quo and/or
prevent irreparable injury or harm pending the completion of the dispute resolution
process.
Section 8.2 Notice of Dispute and Response Thereto.
8.2.1 Notice. The Party initiating the dispute resolution process shall prepare and send to the
other Party a written notice of dispute ("Notice of Dispute") that shall include, at a
minimum, the following information: (1) a statement of the facts of the dispute, including
information concerning the Parties' prior attempts to resolve the dispute; (2) the specific
provisions of this Agreement that are involved in the dispute; (3) the specific resolution
sought by the Party; and (4) the name and contact information of the Party's
representative who will be responsible for communicating and meeting with the other
Party's representative.
8.2.2 Response. Within 10 days of receiving the Notice of Dispute, the other Party shall
respond in writing to the statements in the Notice of Dispute, and include the name and
contact information of that Party's representative who will be responsible for
communicating and meeting with the other Party's representative ("Response to
Dispute").
l
8.2.3 Non -Waiver of Privileges. The requirements in the two preceding Subsections shall not
be deemed as a waiver by either Party of the attorney-client privilege, attorney work
product doctrine, or any other rights and privileges, whether in law or in equity, that
either Party may have with respect to a dispute or this Agreement.
Section 8.3 Informal Meeting.
Unless the Parties mutually agree otherwise, within 10 days of the Response to Dispute, the
representatives of each Party shall meet to try, in good faith, to resolve the dispute. If the Parties
mutually agree, they may use and retain a mediator to assist them in the resolution of the dispute
during the informal meeting: If a mediator is used, each Party shall pay one-half of the
mediator's fees and costs. Each Party shall be responsible for any attorney's fees and costs that
each Party may incur.
ARTICLE 9. GENERAL PROVISIONS.
Section 9.1 Entire Agreement and Amendment.
This Agreement constitutes the entire agreement and understanding between the Parties, and is a
complete and exclusive statement of the terms of the Parties' agreement pursuant to Code of
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MTC No. 2 (Doc# 10260. 1, ver. 10/09)
Civil Procedure section 1856. This Agreement cannot be modified orally, and is to be modified
only by a written instrument executed by the Parties.
Section 9.2 Applicable Law, Venue, and Interpretation.
This Agreement, and the Parties' rights and obligations, are to be governed by and construed in
accordance with California laws. If any action is instituted to enforce or interpret this
Agreement, the venue of any such action shall be in the appropriate state or federal court in Los
Angeles County, California, provided that nothing in this Agreement constitutes a waiver of
immunity to suit by District. The provisions of this Agreement are to be construed in all cases as
a whole, according to their fair meaning, and not strictly for or against any Party.
Section 9.3 Severability.-
If
everability.If a court of competent jurisdiction holds any provision of this Agreement void, illegal, or
unenforceable, this Agreement shall remain in full force and effect and shall be interpreted as
though such provision was not a part of this Agreement. The remaining provisions shall be
construed to preserve the Parties' intent and purpose in this Agreement, and the Parties shall
negotiate in good faith to modify any invalidated provisions to preserve each Party's anticipated
benefits under this Agreement.
Section 9.4 Notices.
All notices or other communications required or permitted under this Agreement shall be deemed
duly given if in writing and delivered personally, sent by a reputable overnight courier services
(with package tracking capability), or sent by certified mail, return receipt requested, first class
postage prepaid, addressed to the following:
District
Attn: Assistant Superintendent, Vice President, Business Services
Santa Clarita Community College District
26455 Rockwell Canyon Road
Santa Clarita, CA 91365
[ADD, IF APPROPRIATE: With a copy to:
Attn: Dr. Dena P. Maloney
Santa Clarita Community College District
26455 Rockwell' Canyon Road
Santa Clarita, CA 91355
City
Attn: Ken Pulskamp, City Manager
City of Santa Clarita
23920 Valencia Blvd
Santa Clarita, CA 91355
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 17
MTC No. 2 (Doc#10260: 1, ver. 10/09)
[ADD, IF APPROPRIATE: With a copy to:
Attn: Jason Crawford, Economic Development Manager
City of Santa Clarita
23920 Valencia Blvd
Santa Clarita, CA 91355
A Party may change its designated representative and/or address for receiving notices and
communications under this Agreement by notifying the other Party of the change in writing and
in the manner described in this Section.
Section 9.5 Binding Effect.
This Agreement is for the benefit of and shall be binding on the Parties and their respective
predecessors, successors, governing bodies, principals, officers, employees, agents,
representative, and assigns (if such assigns are made in accordance with this Agreement).
Nothing in this Agreement creates any contractual relationship between any Party and any third
party or gives any third party any claim or right of action against any Party.
Section 9.6 Cumulative Rights and Remedies.
Unless specifically provided in this Agreement, no right or remedy in this Agreement provided
to any Party is exclusive of any other remedy or right, and each and every right or remedy shall
be cumulative and in addition to any right or remedy provided under this Agreement, or now or
hereafter existing at law or in equity.
Section 9.7 Assignment and Transfer.
Neither Party shall assign or transfer any of its rights or obligations under this Agreement,
including by operation of law or .change of control or merger, without the other Party's prior
written consent, with the exception that City may enter into a sublease of the Leased Space with
any and all persons or organizations upon District's written consent and provided a sublease of
the Leased Space is permitted by California law. Any sublease to which District consents must
require the sublessee to comply with all terms and conditions of this Agreement.
Section 9.8 Waiver.
Any failure by a Party to comply with any covenant, term, or condition of this Agreement may
be waived only in writing by the Party in `whose favor a covenant, tenn, or condition of this
Agreement runs.
Section 9.9 Headings.
The headings in this Agreement are provided for the convenience of the Parties and in no way
define, limit, extend or describe the scope or intent of this Agreement or of any of the provisions
of this Agreement. If any conflict or inconsistency exists between any heading and any
provision, the provision, and not the heading, shall govern and control the construction of this
Agreement.
Section 9.10 Execution by Facsimile or in Counterparts.
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MTC No. 2 (Doc#10260.1, ver. 10/09)
The Parties may sign this Agreement in counterparts such that their signatures may be on
separate signature pages. A copy, facsimile or an original of this Agreement, with all signatures
appended together, shall be deemed a fully executed agreement. Signatures transmitted by
facsimile or other electronic means shall be deemed original signatures.
Section 9.11 Authority to SiLm.
Each person signing this Agreement on behalf of a Party represents that he or she is authorized to
sign on behalf of, and to commit and bind the Party to this Agreement.
Section 9.12 Approval of District's Board of 'Trustees.
Pursuant to Education Code section 81655, this Agreement is not valid and does not constitute an
enforceable obligation against District unless and until District's Board of Trustees has approved
or ratified this Agreement as evidenced by a motion duly passed and adopted by the Board of
Trustees.
CITY OF SANTA CLARITA SANTA CLARITA COMMUNITY
COLLEGE DISTRICT
By:
Signature
Print Name
Title
By:
Signature
Print Name
Title
DATE OF DISTRIST'S BOARD OF TRUSTEES'S APPROVAL:
Facilities Use Agreement (Doc#11226.1, rev. 11/09) 19
MTC No. 2 (Doc# 10260. 1, ver. 10/09)
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
FOR CONTRACTOR:
Print Name & Title
Date:
FOR CITY OF SANTA CLARITA:
KENNETH R. PULSKAMP, CITY MANAGER
By:
City Manager
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
CARL K. NEWTON, CITY ATTORNEY
By:
City Attorney
Date:
Facilities Use Agreement (Doc#11226.1, rev. 11/09)
MTC No. 2 (Doc#i10260.1, ver. 10/09)
Form Request for Taxpayer
(Rev. November 2005) Identification Number and Certification
Owertrr�,vt of the Traasury
Internal nevemm se-ce
Name (as shown on your income tax return)
Santa Clarita Community College District
Business name, if different from above
Give form to the
requester. Do not
send to the IRS.
Ej Individual/ p � p n CA Com CI Exempt from backup
Check appropriate box: Sale proprietor LJ Corporation Partnership UU other ► _ _ _ _ . _ _ _ . _ . _ _ gr Withholding
Address (number, street, and apt. or suite no.)
26455 Rockwell Canyon Rd.
City, state, and ZIP code
Santa Clarita, CA 91355
List account number(s) here (optional)
rer fdentftfcation Number i
Requester's name and address (optional)
Enter your TIN In the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see Now to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Certification
Under penalties of perjury, I certify that:
Social securitynumber
1I_l J__
or
Employer identificationnumber
1915-2151611131610,
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2, 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. 1 am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
Sign Signature of
Here I u.s. person d
Purpose of Form Y
A person who is required to file an information return with the
IRS, must obtain your correct taxpayer identification number
(TIN) to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you rnade to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person
(including a resident alien), to provide your correct TIN to the
person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
In 3 above, if applicable. you are also certifying that as a
U.S. person, your allocable share of any partnership income
frorn a U.S, trade or business is not subiect to the
withholding tax on foreign partners' share of effectively
connected income.
Note. If a requester gives you a form other than Form VV -9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
For federal tax purposes, you are considered a person if you
are:
Date ® jj-Z3 01
e An individual who is a citizen or resident of the United
States,
e A partnership, corporation, company, or association
created or organized in the United States or under the laws
of the United States, or
e Any estate (other than a foreign estate) or trust. See
Regulations sections 301.7701-6(a) and 7(a) for additional
information,
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required
to pay a withholding tax on any foreign partners' share of
income from such business. Further, in certain cases where a
Form W-9 has not been received, a partnership is required to
presume that a partner is a foreign person, and pay the
withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the
United States, provide Form W-9 'to the partnership to
establish your U.S. status and avoid withholding on your
share of partnership income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding
withholding on its allocable share of net income from the
partnership conducting a trade or business in the United
States is in the following cases:
e The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X
Form W -U (Rev. 11-2005)