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HomeMy WebLinkAbout2015-01-13 - AGENDA REPORTS - COC WORKSOURCE LEASE AGMT (2)s Agenda Item: 3 CITY OF SANTA CLARITA is AGENDA REPORT CONSENT Lei CALENDAR City Manager Approval: Item to be presented by: Jason Jrawford DATE: January 13, 2015 SUBJECT: APPROVE FACILITIES USE AGREEMENT BETWEEN THE SANTA CLARITA COMMUNITY COLLEGE DISTRICT AND THE CITY OF SANTA CLARITA FOR THE CONTINUED OPERATION OF THE SANTA CLARITA WORKSOURCE CENTER DEPARTMENT: Community Development RECOMMENDED ACTION City Council authorize the City Manager or designee to execute a five-year Facilities Use Agreement between the Santa Clarita Community College District and the City of Santa Clarita for an amount not to exceed $232,200, subject to annual grant receipt and appropriation by City Council, and subject to review by the City Attorney. BACKGROUND In April of 2009, City Council approved the 21 -Point Business Plan for Progress. One of the points of the 21 -Point Business Plan for Progress was to explore opportunities for better integration of the Santa Clarita WorkSource Center (Center) with the efforts of College of the Canyons (COC) to support job training, employment opportunities, and new initiatives that would help stimulate economic growth. As a result, on December 8, 2009, City Council approved the relocation of the Center from the Soledad Canyon Plaza Shopping Center, located at 20655 Soledad Canyon Road, to the Dr. Dianne G. Van Hook Univiersity Center on the COC campus at 26455 Rockwell Canyon Road. The Center had been previously located at the Soledad Canyon Plaza Shopping Center since May of 2005. The Center, funded by the Workforce Investment Act grant, provides Adult and Dislocated Worker Program services to residents of the Santa Clarita Valley. The Center is a satellite site of the Antelope Valley Workforce Development Consortium (AVWDC). ffl-�PH pa OWED PaI Pg. 22 The program is designed to provide quality employment and training services to assist eligible individuals in finding and qualifying for meaningful employment, and to help employers find the skilled workers they need to compete and succeed in business. The Center offers year-round services for job seekers, including computer access, resources to research and pursue job leads, and workshops to improve job search skills and marketability. The Center also offers services to businesses, such as providing space and coordination for employee recruitments and interviews. While the City of Santa Clarita holds the contract with the AV WDC and provides contract and fiscal management and oversight, the Center is fully operated by COC. On October 28, 2014, the City Council approved the contract between the AV WDC and the City of Santa Clarita for continuation of the Santa Clarita WorkSource Center program with a total funding allocation of $502,503, an increase of $8,801 from last year's program funding level. Of the total grant award, $178,215 is designated specifically for training and workforce development funding. At the October 28, 2014, City Council meeting, the City Council also approved the reallocation of City staff salaries in order to increase the amount of staff operating the Center with the expectation that COC staff would reduce the costs of the lease, which would free up more funds to increase the amount of staff operating the Center. The City and COC staff subsequently renegotiated the terms of the lease beginning on January 1, 2015. COC agreed to reduce the rent from $5,590.50 per month, which is currently being paid, to $3,870 per month. The new lease rate results in a decrease in rental expenses of $103,215 over the next five years. The total cost of the five-year lease for 2,150 square feet of office space would be offset completely by the Workforce Investment Act funding awarded to the City of Santa Clarita by the Antelope Valley Workforce Development Consortium. The lease agreement is paid solely with grant funds, and can be canceled by the City should the funding be eliminated. ALTERNATIVE ACTIONS Other action as determined by City Council. FISCAL IMPACT The total cost of the five-year lease at COC is $232,200, which would be offset completely by Workforce Investment Act grant money. The new lease rate results in a decrease in rental expenses of $103,215 over the next five years. Funds are already appropriated in the required accounts. ATTACHMENTS Facilities Use Agreement available in the City Clerk's Reading File Page 2 Packet Pg. 23 FACILITIES USE AGREEMENT BETWEEN SANTA CLARITA COMMUNITY COLLEGE DISTRICT AND CITY OF SANTA CLARITA WORKSOURCE CENTER FACILITIES USE AGREEMENT TABLE OF CONTENTS Section Description Page 1.0 Scope of Agreement 1 2.0 Lease and Use of Property, and Support Services 1 3.0 Terms of Agreement 9 4.0 Termination of Agreement 9 5.0 Payment 12 6.0 Insurance 13 7.0 Indemnity 14 8.0 Alternative Dispute Resolution 15 9.0 General Provisions 16 Exhibit A 20 G] FACILITIES USE AGREEMENT This Facilities Use Agreement ("Agreement") is dated 20, 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"), at 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 portions 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), and the District. C. District has determined that the proposed joint occupancy and use of the University Center will not interfere with the educational programs 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 sets 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. 1.0 SCOPE OF AGREEMENT In consideration of payments to be made by City, District shall lease to City that certain space set forth in Section 2.0 below for City's exclusive use to operate the WorkSource Center in accordance with the terms of this Agreement, allow City non-exclusive 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. 2.0 LEASE AND USE OF PROPERTY, AND SUPPORT SERVICES 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 two -thousand one -hundred fifty (2,150) 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. Ten (10) 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 costs such as Campus Safety and lobby staff, 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 travel paths. 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 ten (10) Parking Spaces specified in Subsection 2.1.1.1.b. 2 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 fifty dollars ($50) per semester or three dollars ($3) per day by WorkSource Center staff. The price of parking permits is 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's 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 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 WorkSource Center. 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 alterations, renovations, or modifications of the Leased Space or any other spaces that are approved by District shall be at Lessee's sole expense and liability, and subject to any additional terms 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. 2.2.4 Access and Inspection. City shall permit District and District's employees, agents, and representatives to enter upon the Leased Space to inspect or make repairs, alterations, or 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. 3 2.2.5 Supervision and identification of WorkSource Staff. 2.2.5.1 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 employees, except when they are employees of District. City shall promptly address all incidents of misconduct involving WorkSource Center staff, including incidents that District brings to City's attention. 2.2.5.3 All WorkSource Center staff must have written identification indicating their status as a staff member 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 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 public 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 further 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 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 4 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 Sipn. 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 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. 2.3 Furnishings, Equipment and Related Services, and Supplies. 2.3.1 City Furnishings Equipment and Related Services, and Supplies. City shall be solely responsible, at City's cost, to provide any furnishings, equipment and related services, supplies, and any items that City may need to operate the WorkSource Center (collectively, "City Equipment"). 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 thirty (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. District makes no warranty as to the quality of the services it provides under this Section 2.0 and shall not be liable for any damage, loss, or costs resulting from interruptions or inadequate services. 2.3.3 Interference Disruption, or Unauthorized Access Prohibited. No City Equipment 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 5 District premises or facilities. Except as provided in this Section 2.0 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, service systems, or Internet or other service connectivity at the University Center, 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 are provided to the WorkSource Center. 2.4 Maintenance and Utilities. 2.4.1 Maintenance. District shall be responsible, at District's cost, to maintain the Leased Space, 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 Leased Space or any City Equipment arising from or caused by any acts or omissions 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), invitees, vendors or contractors. 2.4.2 Utilities. The Parties agree that the cost of utilities to operate Office Space is included in the Lease Payment, as that term is defined in the Section 5.0 below. District shall be responsible for payment of all utilities used at the University Center, including those used by the WorkSource Center. 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 normal 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 Leased Space. If City has not previously used the Common Areas, Parties shall also inspect the Common Areas. During the inspection of the Leased Space and/or the Common Areas, Parties shall document the then - existing condition of the Leased Space and/or Common Areas, which documentation may include photographs thereof ("Pre -Existing Condition"). If repair or replacement of any Leased Space 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 is any loss, damage, or destruction to any other District structures, facilities, furnishings, equipment, or other property, whether real or personal property. 6 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 perform 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 not later than thirty (30) days after 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 thirty (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 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 District's 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 thirty (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, agent (which shall include all WorkSource Center staff regardless of whether such staff are City employees), or invitee, 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 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 employee) 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 7 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 thirty (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 Section 5.0 below), and shall be set forth in writing and signed by Parties. If 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 Subsection 4.1 and subject to Subsection 4.2, may terminate this Agreement upon providing other Party with thirty (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 City Equipment 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 City Equipment or personal property that is lost, damaged, or destroyed or pay City an amount equal to the fair market value of the City Equipment or personal property at the time of the loss, damage, or destruction. 2.6 Additional District Services. Upon Parties' mutual agreement, District may provide workshops and training to Individuals who use the services at the WorkSource Center in accordance with the terms and conditions of a separate written agreement. 2.7 Additional City Services. 2.7.1 Additional Service. In addition to Lease Payment, District may request City to provide: H 2.7.1.1 Provide Data analysis conducted by the WorkSource Center from studies such as employment labor market data. 2.7.1.2 Provide Company listings and database information from the GIS -based business directory and other sources as appropriate. 2.7.1.3 Provide City assistance in convening industry focus groups, encouraging industry participation in College of the Canyons labor market studies for new program development, and outreach to business to support College of the Canyons' planning. 2.7.1.4 Provide Regional economic data collected or produced by City for College of the Canyons' Master and Facilities Plan development, Strategic Plan development, and other planning processes. 2.7.1.5 Collaborate on labor market and employment data. 2.7.1.6 Collaborate on pursuing additional sources of funding, i.e., grants. 3.0 TERM OF AGREEMENT. 3.1 Term of Agreement. This Agreement shall commence on and include , 20_ ("Effective Date") and shall continue in full force and effect for sixty (60) months thereafter until and including , 20, ("Term"), unless this Agreement is terminated during the Term as provided in Section 4.0 below. 3.2 Renewal of Agreement. Where this Agreement terminates by expiration of the Term, Parties may mutually agree in writing, executed by Parties, to renew this Agreement for a successive term of the same duration as the Term, or for a longer or shorter period. 4.0 TERMINATION OF AGREEMENT. 4.1 Grounds for Termination. This Agreement shall terminate upon expiration of the Term. Any termination of this Agreement during the Term 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 sixty (60) days written notice before the effective date of termination. 4.1.2 Termination by Mutual Agreement. Parties may terminate this Agreement by mutual agreement set forth in writing and executed by Parties. 4.1.3 Other Grounds. 0 4.1.3.1 District Facilities Need. After a finding by District's Board of Trustees that any or all Leased Space at the University Center is necessary to accommodate District's students, employees, programs, courses, training, or other activities, District may terminate this Agreement upon providing City with at least one - hundred twenty (120) days written notice before the effective date of termination. 4.1.3.2 Destruction of University Center. This Agreement shall terminate if the University Center is completely destroyed (destruction of more than forty percent (40%) of the classroom space) or if the University Center is determined by the appropriate governmental authorities to be not suitable for occupancy and the District determines that the University 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 Subsection 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 Non -Compliance 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 Inability to 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 laws 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 Judgment, 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 thirty (30) consecutive days, District, at District's election and upon providing 10 written notice to City, may terminate 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. 4.1.3.8 Nuisance or Disruptive Use. If District determines, at its sole discretion, that City's use is disruptive to District's students or staff, District may issue a corrective notice to City identifying the disruptive behavior and demanding immediate corrective action. If City fails to take all actions necessary to eliminate the disruptive use, District may terminate this Agreement. 4.2 Rights and Obligations Upon Termination. Upon termination of this Agreement, the following shall apply and survive the termination of this Agreement: 4.2.1 Payment Obligations. City shall pay District all prorated Lease Payments, 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 (5) business days of the effective date of termination of this Agreement. 4.2.2 Restoration of Property. City shall satisfy all obligations under Subsection 2.5.1. 4.2.3 Removal of City and WorkSource Center Personal Property. No later than fifteen (15) business days of the effective date of termination of this Agreement, City shall remove all City Equipment and/or personal property from the WorkSource Center and any other space at the University Center or Campus. Any City and/or WorkSource Center City Equipment and/or personal property that is not removed within ten (10) business days after notification by District to City shall be deemed abandoned and District may keep the City Equipment and/or personal property without any compensation to City, or remove and/or dispose of the City Equipment and/or personal property as District deems proper. If District incurs any cost to remove and/or dispose of the City Equipment and/or personal property, District will invoice City and City shall pay District within fifteen (15) business days of date of the invoice. 4.2.4 Return of District Personal Property. No later than fifteen (15) business days of the effective date of termination of this Agreement, City shall return to District and completely surrender any District equipment or property in City's possession, custody, or control. 4.2.5 Surrender and Vacate University Center. By the end of business on the effective date of termination of this Agreement, City shall completely surrender and vacate the Leased Space, the Common Areas, and any other District space or facilities. 4.2.6 District Reserved Rights. As titleholder to the University Center, District shall have the right, upon termination of this Agreement, to recoup the full rights and benefits of such 11 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 after termination to re-enter and take possession of the Leased Space and eject City, its officers, employees, volunteers, agents (which shall include all WorkSource Center staff regardless of whether such staff are City employees), invitees, and any City tenants, assignees, or other person or persons claiming any right under or through City. 4.3 Force Majeure. 4.3.1 Applicability and Relief. The provisions in this Subsection 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 performing this Agreement if a Force Majeure Event caused the failure or delay, and such failure or delay is beyond the Party's control and which, by the Party's 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 Party's reasonable control and occurring without any fault or negligence of a Party, and which by the exercise of due diligence by Party 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, lightening, 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. 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 one -hundred twenty-five percent (125%) of the Lease Payment, prorated for the period of holdover. 5.0 PAYMENT. 5.1 Amount of Payment. 5.1.1 Lease Payment Amount and Schedule. In consideration of City's use of the Lease Space, Common Areas, and other benefits provided by District to City under this Agreement, City shall pay District a total amount of Two Hundred Thirty -Two 12 Thousand, Two Hundred Dollars ($232,200) ("Lease Payment") calculated at One Dollar Eighty Cents ($1.80) per square foot times two -thousand one -hundred fifty (2,150) square feet of Lease Space and then multiplying the resulting amount by sixty (60) months, the Term of the Lease; provided, however, that Lease Payment rate set forth above may be negotiated and amended annually upon mutual agreement of Parties and set forth in writing. City shall pay the Lease Payment to District on the fifteenth (15th) 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: 5.1.2 Other Payments. District reserves the right, at any time during the Term of this Agreement and upon sixty (60) 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. 6.0 INSURANCE. 6.1 C 6.1.1 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 effect 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: 6.1.1.1 General Liability insurance. City shall maintain general liability insurance with limits of liability of not less than one million dollars ($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: (1) District and its Board of Trustees and members thereof, officers, employees, agents and volunteers as additional insureds; and (2) a written notice to be mailed to District by insurer or self-insurance administrator no later than thirty (30) days prior to the effective date of any cancellation, non -renewal, or reduction of coverage of such insurance. 6.1.1.2 Automobile Liability. City shall maintain automobile liability insurance with limits of liability of one million dollars ($1,000,000) per occurrence for owned, non -owned, and hired vehicles. 13 6.1.1.3 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 one million dollars ($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. 6.1.2 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. 6.1.3 Insurer Rating. The insurance required above shall be provided by company(ies) with an A.M. Best rating of A -VII or the equivalent. 6.1.4 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 fifteen (15) days prior to the expiration of such insurance. 6.1.5 Procurement by District. If City fails to provide any of the above -required insurance, District may, but is not 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 fifteen (15) days of an invoice from District. Prior to District's procurement of such insurance, District shall notify City in writing that City has ten (10) days to provide the required insurance and provide written proof thereof to District. 6.1.6 Self -Insurance. City may satisfy the above insurance requirements by maintaining equivalent or great limits and coverage through a program of self-insurance. 6.2 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). 7.0 INDEMNITY. 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 applied to City, includes all WorkSource Center staff regardless of whether such staff are City employees, volunteers, and invitees of the WorkSource Center, and which, as applied 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 14 such staff are City employees, 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 Subsection and hereby agree that where the Parties are jointly liable, each Party's obligation under this Subsection 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. 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. 7.3 Survival of Obligations. The obligations set forth in this Section 7.0 shall survive the termination of this Agreement. 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 permitted by law without regard to whether insurance exists with respect to any liability on the Parties' part under this Agreement 8.0 ALTERNATIVE DISPUTE RESOLUTION. As issues arise, if Parties fail to reach a solution, Parties shall address issues through the Alternative Dispute Resolution process set forth in Section 8.0 below. 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 alleged breach, interpretation, or application of this Agreement, shall first be resolved using the dispute resolution process set forth in this Section 8.0. Except for an action to obtain injunctive relief in accordance with Subsection 8.1.2, a Party may not commence a civil action until after compliance with provisions of this Section 8.0 and the Parties have participated in the informal meeting required in Subsection 8.3. 8.1.2 Injunctive Relief. A Party may seek injunctive relief without first complying with the dispute resolution process set forth in this Section 8.0 to preserve the status quo 15 and/or prevent irreparable injury or harm pending the completion of the dispute resolution process. 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 ten (10) days of receiving the Notice of Dispute, the other Parry 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"). 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. 8.3 Informal Meeting. Unless the Parties mutually agree otherwise, within ten (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. 9.0 GENERAL PROVISIONS. 9.1 Entire Agreement and Amendment. This Agreement constitutes the entire agreement and understanding between Parties, and is a complete and exclusive statement of the terms of the Parties' agreement pursuant to Code of Civil Procedure, Section 1856. This Agreement cannot be modified orally, and is to be modified only by a written instrument executed by Parties. 9.2 Applicable Law, Venue, and interpretation. This Agreement, and 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. 16 9.3 Severability. 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. 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 service with package tracking capability, or sent by certified mail, return receipt requested, first class, post-paid, addressed to the following: District City Attn: Ms. Sharlene Coleal, Assistant Superintendent, Vice President Business Services Santa Clarita Community College District 26455 Rockwell Canyon Road Santa Clarita, CA 91355 ADD, IF APPROPRIATE: With copy to: Attn: Joe Klocko, Interim Dean, Economic Development Santa Clarita Community College District 26455 Rockwell Canyon Road Santa Clarita, CA 91355 Attn: Ken Striplin, City Manager City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 ADD, IF APPROPRIATE: With copy to: Attn: Mr. Jason Crawford, Economic Development Manager City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 A Party may change its designated representative and/or address for receiving notices and communications under this Agreement by notifying other Party of the change in writing and in the manner described in this Subsection. 17 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, representatives, 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. 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. 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 sub -lessee to comply with all terms and conditions of this Agreement. 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, term, or condition of this Agreement runs. 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 or any provision, the provision, and not the heading, shall govern and control the construction of this Agreement. 9.10 Execution by Facsimile or in Counterparts. 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. 9.11 Authority to Sign. 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. 9.12 Hazardous Substances. City agrees it will not use, generate, store, or dispose of any hazardous material (defined herein) on, under, about, or within the Leased Space, Common Areas, or elsewhere at the University Center, in violation of any law or regulation, except that City may use small quantities of common chemicals customarily used in an office. As used in this Subsection, "Hazardous Material" will mean petroleum or any petroleum product, asbestos, any substance known by the State of California to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic, or dangerous in any applicable federal, state, or local law or regulation. 18 9.13 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. IN WITNESS WHEREOF, Parties hereby agree. CITY OF SANTA CLARITA BY: Signature of Authorized Representative Print Name Print Date ATTEST BY: Signature of Authorized Representative Print Name Print Title CITY CLERK Date APPROVED AS TO FORM BY'. Signature of Authorized Representative Print Name Print Title CITY ATTORNEY SANTA CLARITA COMMUNITY COLLEGE DISTRICT of Authorized Representative Print Name Print District's Board of Trustee's Approval/Ratification Date 19 Exhibit A Attach Site Plan for University Center (designating Office Space and Parldng Spaces) Facilities Use Agreement (Doc#11226.1, rev. 11/09) 1 MTC No. 2 (Doc#10260.1, ver. 10/09)