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HomeMy WebLinkAboutA Reason to Survive - Lease National City Arts Center - 2012LEASE By and between the CITY OF NATIONAL CITY and A REASON TO SURVIVE, INC (ARTS) This Lease is made and entered into this 15th day of May 2012, by and between the City of National City ("City"), hereinafter designated as "Lessor," and A Reason to Survive, a California non-profit corporation ("ARTS"), hereinafter designated as "Lessee." RECITALS A. Lessee is desirous of leasing from Lessor, and Lessor is desirous of leasing to Lessee, certain real property identified as the eastern portion of the building located at 200 East 12th Street in National City, California. B. Lessee desires to use the Leased Premises to provide a safe, fun, and creative place for the community to receive hands-on arts education and attend arts & culture events that reflect the diverse community National City encompasses. The specific uses to be made of the Leased Premises are described in detail herein below. C. It is in the best interests of Lessor, on behalf of the citizens of National City, to enter in a lease of the Leased Premises with Lessee. Lessor envisions that the use of the Leased Premises by Lessee will enrich the lives of the citizens of National City by providing educational and cultural resources within the City. NOW, THEREFORE, the parties hereto agree as follows: 1. Legal Status of Lessee. Lessee warrants that it is a California non-profit corporation and a 501(c)(3) Non-profit. 2. Leased Premises. Lessor does hereby lease, demise and let to Lessee the real property situated in the City of National City, County of San Diego, State of California, commonly described as the eastern portion (approximately 13,000 square feet) of the building located (the "Leased Premises") at 200 East 12th Street in National City, California (the "Building"), otherwise known as the former National City Library building including the gallery (San Diego County Assessor's Parcel number 560-100-03) and the Kimball Recreation Center (2" floor only) at 148 E. 12th Street in National City, California (San Diego County Assessor's Parcel number 560-100-03). The approximate configuration and location of the Leased Premises is shown on Exhibit A, attached hereto and incorporated herein by reference. The specific areas comprising the Leased Premises are identified as follows on Exhibit A: Museum, Lobby, Rehearsal 1, Rehearsal 2, Bathrooms adjacent to Rehearsal 2, Green Room, Hall, Reading Room 1, Reading Room 2, upper floor of the Kimball Recreation Center, Great Hall, Director Office, Parks "SuperTD" Office, Facilities Supervisor Office, Break Room, Conference Room, Bathrooms adjacent to Break Room, and Kitchen. 1 City of National City and ARTS, Inc. Lease Agreement - 2012 3. Use. Lessee will operate and maintain a full service arts center serving the entire community with a diverse mix of visual, performing, literary, and media arts programming and events. This programming would benefit the community on several levels: a. Provide a safe, fun, and creative place for the community to receive hands-on arts education and attend arts & culture events that reflect the diverse community National City encompasses. b. Arts and Culture are a proven method to improve the quality of life in communities. This Center will act as a hub for arts and culture activities for the entire community. c. Reduce at -risk and criminal behaviors/activities in youth from the community by providing the arts as a prevention and intervention vehicle. This will result in lower city costs to eradicate and prosecute these behaviors. Youth will move from being a liability to an asset for the city. d. Provide a clear, viable life and career pathway for children and youth in the community. The goals of this plan are detailed in Exhibit B, attached hereto and incorporated herein by reference. 4. Term. The initial term of this Lease shall be thirty six (36) months ("Term"), beginning on July 1, 2012 (the "Commencement Date"). Commencing July 1, 2012 ARTS will have the use of the following areas identified as follows on Exhibit A: Museum, Lobby, Rehearsal 1, Rehearsal 2, Bathrooms adjacent to Rehearsal 2, Green Room, Hall, Reading Room 1, Reading Room 2, and the upper floor of the Kimball Recreation Center. Commencing October 1, 2012, ARTS will have the use of the following areas identified on Exhibit A: Great hall, Director Office, Parks SuperTD Office, Facilities Supervisor Office, Break Room, Conference Room, Bathrooms adjacent to Break Room, and Kitchen. The Lease payments set forth in Paragraph 5 will commence October 1, 2012. The Lessor and the Lessee have the option (collectively "Options") to mutually agree to extend the Term of this Lease for three (3) additional twelve (12) month periods commencing when the Term expires and each twelve (12) month period thereafter. Lessee must be current on all obligations, including Liability Insurance, before the parties may extend the term of the Lease. 5. Rent, Capital Project Contributions, and Other Community Consideration. Lessee agrees to pay typical monetary rent, commit to annual capital projects within National City, and provide additional contributions for the benefit of the community as specified herein. 2 City of National City and ARTS, Inc. Lease Agreement - 2012 a. Lessee agrees to pay Lessor fifty thousand dollars ($50,000) per year, payable in quarterly installments to the City of National City, commencing October 1, 2012. b. Lessee agrees to provide thirty thousand dollars ($30,000) in capital projects annually within the City of National City, for each year of the lease. Examples of potential capital projects are capital improvements to the Arts Center building, public art throughout the community, event banners, gateway improvements, public signage, transit stop improvements, landscape, streetscape, and park improvements. Capital project value will be calculated based on the direct out of pocket cost expended by Lessee on the project. Proposed projects will be approved by the Lessor with an annual estimated budget that will be verified annually within an annual report provided by the Lessee. c. Lessee will provide an array of free daily programming (Monday through Saturday) in the visual, performing, literary, and media arts to youth and young adults in the community. National City residents will receive local preference for programming if there are space limitations. d. Lessee will provide fieldtrips and transportation to the community with the Van Go! Transportation program. e. Lessee will run a number of ARTS Enterprises on site that will employ area youth and provide an array of creative services to the city/community including commissioned art/murals, framing, large format printing, design and fabrication. Lessee commits to supervise community service projects and manage volunteer hours with the National City School Districts. f. Lessee staff and volunteers will provide their creativity, skills, and sweat equity to continually support and assist with the ARTS Center design, rehabilitation, construction, and decor. g. Lessee will hold a minimum of 4 annual events for the community. These will include gallery openings, showcases/performances, a community ARTS Day, and guest lectures/speeches. Lessee will work hand in hand with the Lessor on other events in the National City community in which they would like Lessor participation. h. Lessee will engage older members of the community as staff, teachers, volunteers, mentors, and allowing artists and arts group to use the center as needed — determined by the program schedule. i. Lessee will provide quarterly reports to the City denoting National City participant numbers, total participant numbers, events coordinated, capital projects completed, community service hours completed in coordination with local schools, and any other pertinent statistics. j. Lessee will partner with existing contract instructors housed at Kimball Recreation Center to ensure that their programs continue. 3 City of National City and ARTS, Inc. Lease Agreement - 2012 k. Lessee will allow National City use of the ARTS center when necessary for special events (e.g. National City Police Department uses Kimball Recreation Center for their headquarters for the 4th of July carnival). Lessor and Lessee acknowledge that additional consideration for this Lease shall be the mutual benefit to be derived from Lessee's uses of the Leased Premises, as specified herein. 6. Assignment & Subletting. This Lease shall not be assigned, sublet. hypothecated, leveraged, or transferred without the prior written consent of the Lessor. 7. Repairs by Lessor. Lessor shall be required to make such repairs or replacements to the Leased Premises as may be required for normal maintenance and operation, which shall include the repairs and/or replacements to all structural portions of the Building and all walls, floors, corridors, windows, HVAC, mechanical electrical, plumbing, paving and parking, exterior windows, and other structures and equipment within and serving the Leased Premises, and such additional maintenance as may be necessary because of damages by persons other than Lessee. its agents, employees, invitees, or visitors, all in accordance with standard practices for similar commercial buildings in the San Diego, California area. Without limiting the foregoing, notwithstanding anything to the contrary set forth herein, if Lessor is required to make repairs to take other corrective action in the Leased Premises by reason of Lessee's negligent acts or negligent failure to act reasonably, Lessor shall have the right to recover from Lessee the cost of the repairs or other work. 8. Repairs by Lessee. Lessee agrees to repair or replace any damage or injury done to the Leased Premises, or any part thereof, caused by Lessee or Lessee's agents, employees, invitees, or visitors, at Lessee's own cost and expense. If Lessee fails to make such repairs or replacements promptly, Lessor may, at its option, make such repairs or replacements, and Lessee shall repay the cost thereof to the Lessor as additional rent within ten (10) days of written demand. However, for any repair work, other than repair work in emergency situations, costing over Five Hundred and no/100 Dollars ($500.00) to be performed by Lessee or Lessee's agents, Lessee shall not perform such repair work without Lessor's prior written consent. Any repairs or replacements in or to the Leased Premises, other than repair work in emergency situations, which would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00) and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for/by Lessor and let to the lowest responsible bidder after notice. 9. Routine Maintenance by Lessee. From and after the Commencement Date and during the Term. Lessee shall, at its own cost and expense, make all repairs and replacements required by this Lease, reasonable wear and use excepted, and excepting those repairs made by Lessor pursuant to Section 7 above. 10. Waste. Lessee shall not commit waste (property abuse, destruction, or damage) beyond normal wear and tear of property improvements on the Leased Premises. 4 City of National City and ARTS, Inc. Lease Agreement - 2012 11. Improvements, Alterations, and Additions. Lessee shall not make or allow to be made any major alterations or physical additions in or to the Leased Premises which affect the structure or any other improvements without first obtaining the written consent of Lessor. All work shall be done by contractors approved by Lessor. Any alterations or physical additions in or to the Leased Premises, other than repair work in emergency situations, which would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00), and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for/by Lessor and let to the lowest responsible bidder after notice. Any and all such alterations, physical additions, or improvements, when made to the Leased Premises by Lessee, shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to movable equipment or furniture owned by Lessee. Any Lessee improvements, alterations or additions shall comply with all government, local building code, permitting and competitive bidding requirements. Lessee shall give Lessor written notice five (5) days prior to employing any laborer or contractor to perform major work on the Leased Premises so that Lessor may post a notice of non -responsibility, if allowed by law. Lessee shall not be required to remove alterations, physical additions, or improvements upon termination of this Lease. (Statement regarding FFE: Fixtures, Furniture, Equipment is detailed in Exhibit C, attached hereto and incorporated herein by reference.) 12. Utilities. Lessor will be responsible for utilities, including but not limited to electric, gas, telephone, fire alarm, sewer, trash and water. Lessee understands that it is responsible for the proper disposal of debris in the designated trash receptacles provided by the Lessor. No trash is to be placed in front of or on the sides of the container nor should any trash be placed on top of the lids. Lessee further understands that it will be billed accordingly for not disposing of trash in the proper manner, which includes breaking down all boxes and containers prior to being placed in the trash bins. 13. Indemnity and Insurance. a. Disclaimer of Liability. Lessor shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, condition or dismantling of the Leased Premises except to the extent caused by Lessor's sole negligence or willful misconduct. b. Indemnification. Lessee shall, at its sole cost and expense, defend, indemnify and hold harmless Lessor and its officials, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "indemnities"), from and against: Any and all liability, obligation, damages, penalties claims, lien, costs, charges, losses and expenses, including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants, which may arise out of or be in any way connected with the construction, installation. 5 City of National City and ARTS, Inc. Lease Agreement - 2012 operation, maintenance, use, or condition of the Leased Premises or Lessee's failure to comply with any federal, state or local statute, ordinance or regulation. ii. Lessee's obligations to indemnify indemnities under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the sole negligence or willful misconduct of one of more indemnitiees. c. Assumption of Risk. Lessee undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively for the purpose of this section), all risks of dangerous conditions, if any, on or about the Leased Premises, and Lessee hereby agrees to indemnify and hold harmless Lessor against and from any claim asserted or liability imposes upon the lndemnitiees for personal injury or property damage to any person (other than from Indemnitee's sole gross negligence or willful misconduct) arising out of installation, operation, maintenance, condition or use of the Leased Premises. or Lessee's failure to comply with any federal. state or local statute, ordinance or regulation. d. Defense of Lessor. In the event any action or proceeding shall be brought against Lessor by reason of any mater for which Lessor is indemnified hereunder, Lessee shall, upon notice from Lessor at Lessee's sole cost and expense, resist and defend the same with legal counsel mutually selected by Lessor and Lessee, provided however, that Lessee shall not admit liability in any such matter on behalf of Lessor without written consent of Lessor, and provided further that Lessee shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Lessor. e. Notice, Cooperation and Expenses. Lessee shall give Lessor prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Lessor from cooperating with Lessee and participating in the defense of any litigation by Lessor's own counsel. f. Insurance. During the term of the Lease, Lessee shall maintain, or cause to be maintained, in full force and affect and at its sole cost and expense, the following types and limits of insurance: i. Worker's compensation insurance meeting applicable statutory requirements. ii. Comprehensive commercial general liability insurance with minimum limits of Two Million and no/100 Dollars ($2,000,000.00) as the 6 City of National City and ARTS, Inc. Lease Agreement - 2012 g. combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, and independent contractor's liability. If any excavation work is undertaken, coverage for property damage from perils of explosion, collapse or damage to underground utilities, then blanket contractual liability insurance commonly known as XCU coverage shall also be provided. iii. Automobile liability insurance covering all owned, hired, and non -owned vehicles in use by Tenant. its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of One Million and no/100 Dollars ($1.000,000.00) as the combined single limit of each occurrence for bodily injury and property damage. iv. At the start of and during the period of any construction by Lessee, builders all-risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the installation of improvements. v. All policies other than for Worker's Compensation shall be written on an occurrence and not on claims made basis. vi. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. vii. Lessee shall furnish certificates of insurance to Lessor before commencement of the Lease term. Named Insureds. All policies, except for worker's compensation policies, shall name Lessor and its officials, boards, commissions, employees, agents and contractors, as their respective interests may appear, as additional insureds (herein referred to as the "Additional insureds"). h. Evidence of Insurance. Certificates of Insurance of each insurance policy required to be obtained by Lessee in compliance with this paragraph, along with written evidence of payment of required premiums shall be filed and maintained with Lessor annually during the term of the Lease. Lessee shall immediately advise Lessor of any claim or litigation that may result in liability to Lessor. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following endorsement: 7 City of National City and ARTS. Inc. Lease Agreement - 2012 J• At least thirty (30) days' prior written notice shall be given to Lessor by the insurer of any intention not to renew such policy or to cancel, replace or materially alter same. Insurance Companies. All insurance shall be affected under valid and enforceable policies, insured by insurers licenses to do business by the State of California or surplus carriers on the State of California Insurance Commissioner's approval list of companies qualified to do business in the State of California. All insurance carriers and surplus line carriers shall be rated A+ or better by A.M. Best Company, or as otherwise approved by Lessor's Risk Manager. k. Deductibles. All insurance policies may be written with deductibles not to exceed $50,000 unless approved in advance by Lessor. Lessee agrees to indemnify and save harmless Lessor, the indemnities and Additional Insureds from and against the payment deductible and from the payment of any premium on any insurance policy required to be furnished by the Lease. 1. Contractors. Lessee shall require that each and every one of its contractors and their subcontractors who perform work on the Leased Premises on behalf of Lessee to carry in full force and effect, workers' compensation, comprehensive commercial general liability and automobile liability insurance coverages of the type which Lessee is required to obtain under the terms of this paragraph with appropriate limits of insurance. m. Review of Limits. Once during each calendar year during the term of this Lease or any renewal thereof, Lessor may review the insurance coverages to be carried by Lessee. if Lessor determines that higher limits of coverage are necessary to protect the interests of Lessor or the Additional Insureds, Lessor shall be so notified and shall obtain the additional limits of insurance at its sole cost and expense. n. The provisions of this Section 13 shall survive any termination of this Lease. 14. Inspection. Lessor, by and through its proper officers, reserves and shall always have the right, upon reasonable notice and at a reasonable time, to enter the Leased Premises for the purpose of viewing and ascertaining the conditions of the same and the operation and maintenance thereof. 15. Termination. Notwithstanding the provisions of Section 4, either Lessor or Lessee may terminate this Agreement without cause upon ninety (90) days' written notice to the other party. 16. Removal of Personal Property. At the termination or expiration of this Lease or any renewal thereof, Lessee shall, within ninety (90) days of written request by Lessor, remove any and all personal property not owned by Lessor, placed or erected on the premises during the term thereof, or any renewal thereof, and that all expense connected with such removal shall be borne by Lessee. Lessor shall have the right to sell, destroy, 8 City of National City and ARTS. Inc. Lease Agreement - 2012 remove, or otherwise dispose of any such personal property left on the premises longer than ninety (90) days after termination of this Agreement. The premises shall be left by Lessee in a clean, neat and safe condition, and the exclusive possession and use of the property shall revert to Lessor. 17. Non Discrimination. Lessee agrees that there shall be no discrimination against or segregation of any person or group of persons because of race, color, creed, national origin, sex, sexual orientation, ancestry, marital status, physical handicap or medical condition in the use occupancy or enjoyment of the property, nor shall Lessee, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of users of the property. 18. Waiver. The failure or omission of Lessor to terminate this Lease for any violations of any of its terms, conditions, or covenants shall in no way be deemed to be a consent by Lessor to such violation and shall in no way bar, stop or prevent Lessor from terminating this Lease thereafter, either for such or for any subsequent violation of any such term, condition or covenant. 19. Signs. Lessee agrees that no sign, advertisement, or notices shall be inscribed, painted or affixed on or to any part or portion of the outside of the Leased Premises except to be of such type and color, size and style, and in such place as may be approved by Lessor. Any additional signage or changes to existing signage after the Commencement Date will require the Lessee to pay for and obtain in all regulatory approvals (permits) for the Leased Premises. 20. Waiver of Relocation Assistance. In consideration for the execution of this Lease by Lessor, Lessee hereby waives any claim for relocation assistance benefits to which it may otherwise be entitled under federal, state, or local law or regulations, upon vacation of the Leased Premises. 21. Americans with Disabilities Act. Upon commencement of this Lease, Lessee shall comply, at its sole cost, with requirements of ADA which provides for the removal of architectural barriers that prevent equal access to disabled persons on the interior of the Leased Premises. Through the duration of the Lease, Lessor shall comply, at its sole cost, with requirements of the ADA which provides for the removal of architectural barriers that prevent equal access to disabled persons on the exterior of the Leased Premises. 22. Compliance with Environmental and Other Laws. Lessee shall not engage in activities upon the Leased Premises, or any portion thereof, for the purpose of or in any way involving the handling, manufacturing, treatment, storage, use, transportation. spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional) or any hazardous or toxic substances, materials or wastes, or any wastes regulated under any local, state or federal law; provided, however, normal quantities and use of those hazardous or toxic substances or materials customarily used in the conduct of 9 City of National City and ARTS, Inc. Lease Agreement - 2012 general office activities, such as copier fluids and cleaning supplies, may be used and stored by lessee at the Leased Premises. Lessee shall be, and remain for the term of this Lease, in full compliance with all applicable laws governing the use and occupancy of the Leased Premises including, without limitation, the handling, manufacturing, treatment, storage, disposal, discharge, use, and transportation of hazardous or toxic substances, materials or wastes, and any wastes regulated under any local, state or federal law. Lessee has been advised that no digging or excavation at the site will be authorized without appropriate environmental oversight. In addition, Lessee has been advised that this site may have been constructed with building materials that at this time are considered hazardous substances. 23. Obstruction. Except as permitted by this Lease, Lessee shall not place, install, maintain, or allow any combustible materials in buildings, structures, or other improvements upon the Leased Premises and shall not cause or allow the surface elevation therein to be changed in any way whatsoever, without Lessor prior written approval. 24. Lessee's Obligation to Quit. Lessee shall, upon termination of this Lease, leave and peaceably and quietly surrender and deliver to Lessor the Leased Premises and all improvements, buildings and fixtures hereon or constituting a part thereof and any replacements or renewals thereof in a good condition, order and repair as the same were at the Commencement Date or thereafter may have been put, reasonable wear and use excepted. Notwithstanding the foregoing, Lessee shall have the right at the expiration or earlier termination of the Term to remove from the Leased Premises Lessee's trade fixtures, equipment and personal property, provided that Lessee repairs any damage caused by such removal. 25. Hazardous Substances. Lessee shall indemnify, protect and hold harmless Lessor and each of its respective subsidiaries from and against all costs and damages incurred by Lessor in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from the Leased Premises as a result of (i) the operations of Lessee after the Commencement Date, and (ii) the activities of third parties affiliated with Lessee or invited on the Leased Premises by Lessee. Each party agrees that such party will promptly give written notice to the other party of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Leased Premises and any hazardous substance or environmental law of which such party has actual notice. 26. Taxes. Lessee recognizes and understands that this Lease may create a possessory interest subject to property taxation and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes, if any, assessed during the term of this Lease pursuant to Section 107 and 107.1 of the Revenue and Taxation Code against Lessee's possessory interest in the Leased Premises. 10 City of National City and ARTS, Inc. Lease Agreement - 2012 27. Representations and Warranties. The parties represent and warrant that they have powers adequate for the execution, delivery and performance of their obligations under this Lease; they have taken all necessary actions required to make this Lease the valid and enforceable obligation it purports to be; and this Lease has been duly executed and delivered. 28. Severability; Choice of Law. If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. Provided, however, that if any portion of Section 3 is determined to be void or unenforceable, the parties shall first make best efforts to revise Section 3 to the extent necessary to bring it into compliance with any law without sacrificing the intentions of the party, to the extent possible. If the parties cannot make such revisions to Section 3, the entire Lease shall be considered void, and the tenancy shall continue on a month -to -month basis, terminable by either party upon thirty (30) days' notice, until such time as a long-term lease may be entered into mutually agreed upon. 29. Brokers. Each party hereto represents and warrants to the other that it has not dealt with any broker in connection with the Leased Premises or this Lease. Each party hereto hereby indemnifies and holds the other harmless from and against any liability for commissions due any broker of finder with whom such party has dealt in connection with this Lease. 30. Mailings & Noticing. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, fax or email; and, shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, three (3) days (five (5) days if the address is outside the State of California) after the date of deposit in a post office, mailbox. mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile, fax or email, when sent. Any payment, notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the Lessor: To the Lessee: City Manager City of National City 1243 National City Boulevard National City, California 91950-4301 A Reason To Survive, Inc. Matt D'Arrigo 2820 Roosevelt Road 1 1 City of National City and ARTS, Inc. Lease Agreement - 2012 Suite 106 San Diego, CA 92106 619 297-2787 ext 2001 Address on July 1, 2012: 200 E. 12th St. National City, CA 91950 31. Entire Agreement. This Lease supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 32. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength; (ii) each party has actively participated in the drafting, preparation and negotiation of this Lease; (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Lease; (iv) each party and such party's counsel and advisors have reviewed this Lease; (v) each party has agreed to enter into this Lease following such review and the rendering of such advice; and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Lease, or any portions hereof, or any amendments hereto. 33. No Agency. Nothing in this Lease Agreement shall cause or imply any agency relationship or duty between Lessor and Lessee. 34. Counterparts. This Lease may be signed in counterparts. 35. Recordation. This Lease may be recorded. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written above. CITY OF NATIONAL CITY (Lessee) on Morrison, Mayor A REASON TO SURVIVE, INC. (Lessor) (Corporation— signatures of twa corporate officers required.) By: (Nam. ) N1L- S1 v 12 City of National CityandARTS, Inc. Lease Agreement - 2012 AP ROVED AS TO FORM: a Gacitu.i• ilva City Attorney (Print) F-6,C-v (Title) (Print) (Title) 13 City of National City and ARTS, Inc. Lease Agreement - 2012 WXGI—oO —I— Q 1 r Exhibit B 1) Lessee will form partnerships with local schools, social service agencies, and families in the community to recruit children and youth for programming. 2) Lessee will work with local police, school officials, and community leaders to target particular youth who would benefit from the program and measure improvements in their attitudes and behaviors. 3) Lessee will provide an array of FREE daily programming (Monday through Saturday) in the visual, performing, literary, and media arts to youth and young adults in the community. National City residents will receive local preference for programming if there are space limitations. 4) Programming will include: a) Therapeutic arts programming b) Arts education c) College and career readiness 5) Lessee will provide fieldtrips and transportation to the community with the Van Go! Transportation program. 6) Lessee will run a number of ARTS Enterprises on site that will employ area youth and provide an array of creative services to the city/community including commissioned art/murals, framing, large format printing, design and fabrication. Lessee commits to supervise community service hours with the National City School Districts. 7) Lessee staff and volunteers will provide their creativity, skills, and sweat equity to continually support and assist with the ARTS Center design, rehabilitation, construction, and decor. 8) Lessee will hold a minimum of 4 annual events for the community. These will include gallery openings, showcases/performances, a community ARTS Day, and guest lectures/speeches. Lessee will work hand in hand with the Lessor on other events in the National City community in which they would like Lessor participation. 9) Lessee will engage older members of the community as staff, teachers, volunteers, mentors, and allowing artists and arts group to use the center as needed — determined by the program schedule. 10) Lessee will provide quarterly reports to the City denoting National City participant numbers, total participant numbers, events coordinated, capital projects completed, community service hours completed in coordination with local schools, and any other pertinent statistics. 11) Lessee will partner with existing contract instructors currently housed at Kimball Recreation Center to ensure that their programs continue. EXHIBIT C A REASON TO SURVIVE (ARTS) Fixtures, Furniture, Equipment as of 4/18/2012 Computer Equipment iMac Computers - 10 qty iMac laptops - 2 qty Dell Dimension 1100 Desktop Computers - 10 qty Dell Server - 1 qty Large format printers - 3 qty Tables for computers - 8 qy Office Furniture & Fixtures office desks - 10 qty office chairs - 18 qty sofas - 4 qty bookshelves - 14 qty filing cabinet - 8 qty Cabinetry Copier Donor recognition wall Projector & Screen Program Equipment Kiln -2 qty Cabinetry and Sinks (visual arts room) Tower Wall Shelving Unit (music room) Metal Shelving Units (art supply room) Ceramic drying racks - 4 qty grand piano upright pianos - 2 qty organ drum set - 2 qty electric keyboards - 4 qty Guitars - 10 qty Various musical intruments PA system - microphones, speakers, amplifiers Sign on Building at 2820 Roosevelt Rd. Large rolling tables - 4 qty Ceramic wheels - 8 qty Clay flattening press Printmaking press Framing Equipment Metal storage cabinets - 4 qty Various tools for carpentry and woodworking Generator Gallery pedastils and wall units - 8 qty Vehicles ARTS Van - 2006 Chevy G-3500 Van ARTS Van - 2006 Chevy Express G3500 ARTS Van - 2008 Ford; with wheelchair lift RESOLUTION NO. 2012 — 106 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR LEASE AGREEMENT WITH A REASON TO SURVIVE ("ARTS") TO OPERATE AND MAINTAIN THE NATIONAL CITY ARTS CENTER WHEREAS, the City desires to lease the National City Arts to an organization to provide management service for a safe, fun, and creative place for the community to receive hands-on arts education, and attend arts and culture events that reflect the diverse community of National City; and WHEREAS, staff created a list of criteria necessary for an organization to operate and maintain the Art Center, and has determined that A Reason to Survive ("ARTS") is the only local organization that meets the City's standards; and WHEREAS, as directed by the City Council at their February 7 Council meeting, staff negotiated a three-year Lease Agreement with ARTS; and WHEREAS, in the terms of the Lease Agreement, ARTS has agreed to pay $50,000 per year in rent for three years, and contribute a minimum of $30,000 per year in capital improvement projects to benefit the community. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a three-year Lease Agreement with A Reason to Survive to operate and maintain the National City Arts Center to enrich the lives of the citizens of National City by providing educational and cultural resources. Said Lease Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of May, 2012. on orrison, Mayor ATTEST: • 4 c el R. Dalla it Mi y Clerk OVED AS TO FORM: acituaiva City ttorney Passed and adopted by the Council of the City of National City, California, on May 15, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: Councilmember Natividad. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California 61) City Clerk of the City o National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-106 the City of National City, California, passed and adopted by the Council of said City on May 15, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT � r MEETING DATE: May 15, 2012 AGENDA ITEM NO. 17 rEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute a three- year (or "36-month") Lease Agreement with A Reason To Survive ("ARTS") to operate and maintain the National City Arts Center. PREPARED BY: Jessica Cissel PHONE: (619) 336.4243 EXPLANATION: DEPARTMENT: Community S APPROVED BY: Brad Ra es The City's goal for the National City Arts Center has always been to have an active public facility that provides art programming for the community. With this in mind, staff created a list of criteria necessary for an organization to manage the arts center. Based on this criteria and research of potential art organization in the region, staff found that only one local organization meets these standards, A Reason to Survive (ARTS). City Council approved that staff negotiate a lease agreement with ARTS at the February 7, 2012 Council meeting. The lease has been drafted and is being brought to City Council for forxfraj approval„ In the terms of the lease, ARTS has agreed to pay $50,000 per year in rent for five years and contribute a minimum of $30,000 per year in capital projects to benefit the community. FINANCIAL STATEMENT: ACCOUNT NO. 001-00000-3326 The lease payment will be recorded to the above account. ENVIRONMENTAL REVIEW: n/a ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Recommend approval of the lease agreement with ARTS. BOARD / COMMISSION RECOMMENDATION: Public Art Committee recommended for the City to pursue a partnership with ARTS. Parks, Recreation, and. Senior Citizen Advisory Board recommended for the City to pursue a partnership with ARTS.: ATTACHMENTS: 1) Staff report 2) Draft of lease agreement • 'STAFF REPORT ON ARTS CENTER May 15, 2012 Establishing an Arts, Culture, and Entertainment district downtown is a part of the City's general plan. Utilizing the upper level of Kimball Recreation Center and the majority of the old library for comprehensive arts programming would be the catalyst for the establishment of the arts district. Converting the former City Library into an Arts Center has been a strategic objective of the City Council since the new library began construction 8 years ago. With limited funding the City renovated the former library and the City sought an organization to provide culturally relevant programs and create and manage an art gallery in the new center. City staff was approached by the San Diego Repertory Theatre (The Rep) to accomplish this task. Staff negotiated exclusively with the Rep and brought forward a lease that the City Council supported. The Rep has been utilizing the arts center for their rehearsal space and scene construction. They have provided some programs for youth as well as free tickets to their productions for National City staff and residents, but have not been able to open the arts center portion of the building for the public because of staffing and the fact it is not in line with their mission. The Rep's lease ends May 29, 2012. The Longshoremen also, lease a portion of the arts center and their lease agreement expires in August 31, 2012. In early 2011, the Community Development Commission sold bonds to create resources to improve Quality of Life facilities as well as provide low income housing to residents at the current Public Works site. Since the bonds were sold, the WI-TOD project at the Public Works site has progressed and is scheduled to start construction in early 2013. This creates a need to relocate the Public Works yard, its staff, warehouse, equipment, and fleet by the end of 2012 or sooner. There is not a piece of City property large enough to house the entire Department, so it will have to be split up. Therefore, the parks and facilities division plan on occupying part of the arts center and will need use of the San Diego Repertory Theater's prop shop. In addition, they will need office space in the location that the Longshoremen are currently using. Since the public works relocation will have a large impact on the current users in the arts center, it is probable that the City will not be able to continue relationships with the lease holders. This also creates urgency on the City's side to work with another partner to manage the arts center portion of the building. City staff introduced CEO, Matt D'Arrigo, at a Parks Ad Hoc meeting on December 13, 2011 as a possible partner. The Parks Ad Hoc Committee requested more information and a tour of their facility to evaluate the programs and the possible partnership with the ARTS organization. The committee also requested a list of criteria to manage the arts center which was provided when the Parks Ad Hoc committee met on January 19, 2012 and toured the ARTS facility. Staff went to the Public Art Committee and the Parks, Recreation, and Senior Citizen Advisory Board for their input on whether or not to pursue a partnership with ARTS. Both boards were excited about the opportunity to work with ARTS and recommended for the City to pursue a partnership. The City's goal for the arts center has always been to have an open gallery and provide art programming for the community. With this in mind, listed below is the criteria staff compiled for an art organization to manage the arts center: 1) 3-5 years experience running a community arts center 2) Must be an arts focused organization (not an art "program" of a larger agency) 3) Provide no/low cost visual, performing, literary, and media arts programming 4) Proven programming in place that can be easily implemented in the community 5) Human, financial, and capital resources in place to run the arts center 6) Minimum 5 year tract record of financial stability 7) Proven network of community relationships and collaborations 8) Ability to manage and curate a gallery/museum 9) Ability to move in by Summer/Fall of 2012 Based on this criteria, staff researched regional art organizations and only one local organization met these standards, A Reason to Survive (ARTS). Because of the approval to negotiate with ARTS, the City has asked the Longshoremen and the San Diego Repertory Theatre to vacate the building by September 2012 or earlier. The lease has been drafted and is being brought to City Council for formal approval. In the terms of the lease, ARTS has agreed to pay $50,000 per year in rent for three years and contribute a minimum of $30,000 per year in capital projects to benefit the community. ARTS will operate and maintain a full service arts center serving the entire community with a diverse mix of visual, performing, literary, and media arts programming and events. This programming will benefit the community on several levels: 1. Provide a safe, fun, and creative place for the community to receive hands-on arts education and attend arts & culture events that reflect the diverse community National City encompasses. 2. Arts and Culture are a proven method to improve the quality of life in communities. This Center will act as a hub for arts and culture activities for the entire community. 3. Reduce at -risk and criminal behaviors/activities in youth from the community by providing the arts as a prevention and intervention vehicle. This will result in lower city costs to eradicate and prosecute these behaviors. Youth will move from being a liability to an asset for the city. 4. Provide a clear, viable life and career pathway for children and youth in the community. In addition, ARTS will deliver on more specific objectives: 1. Provide an array of FREE daily programming (Monday through Saturday) in the visual, performing, literary, and media arts to youth and young adults in the community. National City residents will receive local preference for programming if there are space limitations. 2. Provide field trips and transportation to the community with the Van Go! Transportation program. 3. Run a number of ARTS Enterprises on site that will employ area youth and provide an array of creative services to the city/community including commissioned art/murals, framing, large format printing, design and fabrication. Commit to supervise community service hours with the National City School Districts. 4. Staff and volunteers will provide their creativity, skills, and sweat equity to continually support and assist with the ARTS Center design, rehabilitation, construction, and decor. 5. Hold a minimum of 4 annual events for the community. These will include gallery openings, showcases/performances, a community ARTS Day, and guest lectures/speeches. Work hand in hand with other events in the National City community in which the City would like ARTS participation. 6. Engage older members of the community as staff, teachers, volunteers, mentors, and allowing artists and arts group to use the center as needed — determined by the program schedule. 7. Provide quarterly reports to the City denoting National City participant numbers, total participant numbers, events coordinated, capital projects completed, community service hours completed in coordination with local schools, and any other pertinent statistics. 8. Lessee will partner with existing contract instructors currently housed at Kimball Recreation Center to ensure that their programs continue. Staff is recommending that we approve the lease agreement with ARTS to operate and maintain the Arts Center and provide maximum value to the City of National City. RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR LEASE AGREEMENT WITH A REASON TO SURVIVE ("ARTS") TO OPERATE AND MAINTAIN THE NATIONAL CITY ARTS CENTER WHEREAS, the City desires to lease the National City Arts to an organization to provide management service for a safe, fun, and creative place for the community to receive hands-on arts education, and attend arts and culture events that reflect the diverse community of National City; and WHEREAS, staff created a list of criteria necessary for an organization to operate and maintain the Art Center, and has determined that A Reason to Survive ("ARTS") is the only local organization that meets the City's standards; and WHEREAS, as directed by the City Council at their February 7 Council meeting, staff negotiated a three-year Lease Agreement with ARTS; and WHEREAS, in the terms of the Lease Agreement, ARTS has agreed to pay $50,000 per year in rent for three years, and contribute a minimum of $30,000 per year in capital improvement projects to benefit the community. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a three-year Lease Agreement with A Reason to Survive to operate and maintain the National City Arts Center to enrich the lives of the citizens of National City by providing educational and cultural resources. Said Lease Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of May, 2012. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney LEASE By and between the CITY OF NATIONAL CITY and A REASON TO SURVIVE, INC (ARTS) This Lease is made and entered into this 15th day of May 2012, by and between the City of National City ("City"), hereinafter designated as "Lessor," and A Reason to Survive, a California non-profit corporation ("ARTS"), hereinafter designated as "Lessee." RECITALS A. Lessee is desirous of leasing from Lessor, and Lessor is desirous of leasing to Lessee, certain real property identified as the eastern portion of the building located at 200 East I2th Street in National City, California. B. Lessee desires to use the Leased Premises to provide a safe, fun, and creative place for the community to receive hands-on arts education and attend arts & culture events that reflect the diverse community National City encompasses. The specific uses to be made of the Leased Premises are described in detail herein below. C. It is in the best interests of Lessor, on behalf of the citizens of National City, to enter in a lease of the Leased Premises with Lessee. Lessor envisions that the use of the Leased Premises by Lessee will enrich the lives of the citizens of National City by providing educational and cultural resources within the City. NOW, THEREFORE, the parties hereto agree as follows: 1. Leal Status of Lessee. Lessee warrants that it is a California non-profit corporation and a 501(c)(3) Non-profit. 2. Leased Premises. Lessor does hereby lease, demise and let to Lessee the real property situated in the City of National City, County of San Diego, State of California, commonly described as the eastern portion (approximately 13,000 square feet) of the building located (the "Leased Premises") at 200 East 12th Street in National City, California (the "Building"), otherwise known as the former National City. Library building including the gallery (San Diego County Assessor's Parcel number 560-100-03) and the Kimball Recreation Center (2°d floor only) at 148 E. 12th Street in National City, California (San Diego County Assessor's Parcel number 560-100-03). The approximate configuration and location of the Leased Premises is shown on Exhibit A, attached hereto and incorporated herein by reference. The specific areas comprising the Leased Premises are identified as follows on Exhibit A: Museum, Lobby, Rehearsal 1, Rehearsal 2, Bathrooms adjacent to Rehearsal 2, Green Room, Hall, Reading Room 1, Reading Room 2, upper floor of the Kimball Recreation Center, Great Hall, Director Office, Parks "SuperTD" Office, Facilities Supervisor Office, Break Room, Conference Room, Bathrooms adjacent to Break Room, and Kitchen. 1 City of National City and ARTS, Inc. Lease Agreement - 2012 3. Use. Lessee will operate and maintain a full service arts center serving the entire community with a diverse mix of visual, performing, literary, and media arts programming and events. This programming would benefit the community on several levels: a. Provide a safe, fun, and creative place for the community to receive hands-on arts education and attend arts & culture events that reflect the diverse community National City encompasses. b. Arts and Culture are a proven method to improve the quality of life in communities. This Center will act as a hub for arts and culture activities for the entire community. c. Reduce at -risk and criminal behaviors/activities in youth from the community by providing the arts as a prevention and intervention vehicle. This will result in lower city costs to eradicate and prosecute these behaviors. Youth will move from being a liability to an asset for the city. Provide a clear, viable life and career pathway for children and youth in the community. The goals of this plan are detailed in Exhibit B, attached hereto and incorporated herein by reference. 4. Term. The initial term of this Lease shall be thirty six (36) months ("Term"), beginning on July 1, 2012 (the "Commencement Date"). Commencing July 1, 2012 ARTS will have the use of the following areas identified as follows on Exhibit A: Museum, Lobby, Rehearsal 1, Rehearsal 2, Bathrooms adjacent to Rehearsal 2, Green Room, Hall, Reading Room 1, Reading Room 2, and the upper floor of the Kimball Recreation Center. Commencing October 1, 2012, ARTS will have the use of the following areas identified on Exhibit A: Great hall, Director Office, Parks SuperTD Office, Facilities Supervisor Office, Break Room, Conference Room, Bathrooms adjacent to Break Room, and Kitchen. The Lease payments set forth in Paragraph 5 will commence October 1, 2012. The Lessor and the Lessee have the option (collectively "Options") to mutually agree to extend the Term of this Lease for three (3) additional twelve (12) month periods commencing when the Term expires and each twelve (12) month period thereafter. Lessee must be current on all obligations, including Liability Insurance, before the parties may extend the term of the Lease. 5. Rent, Capital Project Contributions, and Other Community Consideration. Lessee agrees to pay typical monetary rent, commit to annual capital projects within National City, and provide additional contributions for the benefit of the community as specified herein. 2 City of National City and ARTS, Inc. Lease Agreement - 2012 a. Lessee agrees to pay Lessor fifty thousand dollars ($50,000) per year, payable in quarterly installments to the City of National City, commencing October 1, 2012. b. Lessee agrees to provide thirty thousand dollars ($30,000) in capital projects annually within the City of National City, for each year of the lease. Examples of potential capital projects are capital improvements to the Arts Center building, public art throughout the community, event banners, gateway improvements, public signage, transit stop improvements, landscape, streetscape, and park improvements. Capital project value will be calculated based on the direct out of pocket cost expended by Lessee on the project. Proposed projects will be approved by the Lessor with an annual estimated budget that will be verified annually within an annual report provided by the Lessee. c. Lessee will provide an array of free daily programming (Monday through Saturday) in the visual, performing, literary, and media arts to youth and young adults in the community. National City residents will receive local preference for programming if there are space limitations. d. Lessee will provide fieldtrips and transportation to the community with the Van Go! Transportation program. e. Lessee will run a number of ARTS Enterprises on site that will employ area youth and provide an array of creative services to the city/community including commissioned art/murals, framing, large format printing, design and fabrication. Lessee commits to supervise community service projects and manage volunteer hours with the National City School Districts. f. Lessee staff and volunteers will provide their creativity, skills, and sweat equity to continually support and assist with the ARTS Center design, rehabilitation, construction, and decor. g. Lessee will hold a minimum of 4 annual events for the community. These will include gallery openings, showcases/performances, a community ARTS Day, and guest lectures/speeches. Lessee will work hand in hand with the Lessor on other events in the National City community in which they would like Lessor participation. h. Lessee will engage older members of the community as staff, teachers, volunteers, mentors, and allowing artists and arts group to use the center as needed — determined by the program schedule. j• Lessee will provide quarterly reports to the City denoting National City participant numbers, total participant numbers, events coordinated, capital projects completed, community service hours completed in coordination with local schools, and any other pertinent statistics. Lessee will partner with existing contract instructors housed at Kimball Recreation Center to ensure that their programs continue. 3 City of National City and ARTS, Inc. Lease Agreement - 2012 k. Lessee will allow National City use of the ARTS center when necessary for special events (e.g. National City Police Department uses Kimball Recreation Center for their headquarters for the 4th of July carnival). Lessor and Lessee acknowledge that additional consideration for this Lease shall be the mutual benefit to be derived from Lessee's uses of the Leased Premises, as specified herein. 6. Assignment & Subletting. This Lease shall not be assigned, sublet, hypothecated, leveraged, or transferred without the prior written consent of the Lessor. 7. Repairs by Lessor. Lessor shall be required to make such repairs or replacements to the Leased Premises as may be required for normal maintenance and operation, which shall include the repairs and/or replacements to all structural portions of the Building and all walls, floors, corridors, windows, HVAC, mechanical electrical, plumbing, paving and parking, exterior windows, and other structures and equipment within and serving the Leased Premises, and such additional maintenance as may be necessary because of damages by persons other than Lessee, its agents, employees, invitees, or visitors, all in accordance with standard practices for similar commercial buildings in the San Diego, California area. Without limiting the foregoing, notwithstanding anything to the contrary set forth herein, if Lessor is required to make repairs to take other corrective action in the Leased Premises by reason of Lessee's negligent acts or negligent failure to act reasonably, Lessor shall have the right to recover from Lessee the cost of the repairs or other work. 8. Repairs by Lessee. Lessee agrees to repair or replace any damage or injury done to the Leased Premises, or any part thereof, caused by Lessee or Lessee's agents, employees, invitees, or visitors, at Lessee's own cost and expense. If Lessee fails to make such repairs or replacements promptly, Lessor may, at its option, make such repairs or replacements, and Lessee shall repay the cost thereof to the Lessor as additional rent within ten (10) days of written demand. However, for any repair work, other than repair work in emergency situations, costing over Five Hundred and no/100 Dollars ($500.00) to be performed by Lessee or Lessee's agents, Lessee shall not perform such repair work without Lessor's prior written consent. Any repairs or replacements in or to the Leased Premises, other than repair work in emergency situations, which would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00) and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for/by Lessor and let to the lowest responsible bidder after notice. 9. Routine Maintenance by Lessee. From and after the Commencement Date and during the Term, Lessee shall, at its own cost and expense, make all repairs and replacements required by this Lease, reasonable wear and use excepted, and excepting those repairs made by Lessor pursuant to Section 7 above. 10. Waste. Lessee shall not commit waste (property abuse, destruction, or damage) beyond normal wear and tear of property improvements on the Leased Premises. 4 City ofNational City and ARTS, Inc. Lease Agreement . 2012 11. Improvements, Alterations, and Additions. Lessee shall not make or allow to be made any major alterations or physical additions in or to the Leased Premises which affect the structure or any other improvements without first obtaining the written consent of Lessor. All work shall be done by contractors approved by Lessor. Any alterations or physical additions in or to the Leased Premises, other than repair work in emergency situations, which would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00), and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for/by Lessor and let to the lowest responsible bidder after notice. Any and all such alterations, physical additions, or improvements, when made to the Leased Premises by Lessee, shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to movable equipment or furniture owned by Lessee. Any Lessee improvements, alterations or additions shall comply with all government, local building code, permitting and competitive bidding requirements. Lessee shall give Lessor written notice five (5) days prior to employing any laborer or contractor to perform major work on the Leased Premises so that Lessor may post a notice of non -responsibility, if allowed by law. Lessee shall not be required to remove alterations, physical additions, or improvements upon termination of this Lease. (Statement regarding FFE: Fixtures, Furniture, Equipment is detailed in Exhibit C, attached hereto and incorporated herein by reference.) 12. Utilities. Lessor will be responsible for utilities, including but not limited to electric, gas, telephone, fire alarm, sewer, trash and water. Lessee understands that it is responsible for the proper disposal of debris in the designated trash receptacles provided by the Lessor. No trash is to be placed in front of or on the sides of the container nor should any trash be placed on top of the lids. Lessee further understands that it will be billed accordingly for not disposing of trash in the proper manner, which includes breaking down all boxes and containers prior to being placed in the trash bins. 13. Indemnity and Insurance. a. Disclaimer of Liability. Lessor shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, condition or dismantling of the Leased Premises except to the extent caused by Lessor's sole negligence or willful misconduct. b. Indemnification. Lessee shall, at its sole cost and expense, defend, indemnify and hold harmless Lessor and its officials, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "indemnities"), from and against: Any and all liability, obligation, damages, penalties claims, lien, costs, charges, losses and expenses, including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants, which may arise out of or be in any way connected with the construction, installation, 5 City of National City and ARTS, Inc. Lease Agreement - 2012 operation, maintenance, use, or condition of the Leased Premises or Lessee's failure to comply with any federal, state or local statute, ordinance or regulation. ii. Lessee's obligations to indemnify indemnities under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the sole negligence or willful misconduct of one of more indemnitiees. c. Assumption of Risk. Lessee undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively for the purpose of this section), all risks of dangerous conditions, if any, on or about the Leased Premises, and Lessee hereby agrees to indemnify and hold harmless Lessor against and from any claim asserted or liability imposes upon the Indemnitiees for personal injury or property damage to any person (other than from Indemnitee's sole gross negligence or willful misconduct) arising out of installation, operation, maintenance, condition or use of the Leased Premises, or Lessee's failure to comply with any federal, state or local statute, ordinance or regulation. d. Defense of Lessor. In the event any action or proceeding shall be brought against Lessor by reason of any mater for which Lessor is indemnified hereunder, Lessee shall, upon notice from Lessor at Lessee's sole cost and expense, resist and defend the same with legal counsel mutually selected by Lessor and Lessee, provided however, that Lessee shall not admit liability in any such matter on behalf of Lessor without written consent of Lessor, and provided further that Lessee shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Lessor. e. Notice, Cooperation and Expenses. Lessee shall give Lessor prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Lessor from cooperating with Lessee and participating in the defense of any litigation by Lessor's own counsel. f. Insurance. During the term of the Lease, Lessee shall maintain, or cause to be maintained, in full force and affect and at its sole cost and expense, the following types and limits of insurance: i. Worker's compensation insurance meeting applicable statutory requirements. ii. Comprehensive commercial general liability insurance with minimum limits of Two Million and no/100 Dollars ($2,000,000.00) as the 6 City of National City and ARTS, Inc. Lease Agreement - 2012 g. combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, and independent contractor's liability. If any excavation work is undertaken, coverage for property damage from perils of explosion, collapse or damage to underground utilities, then blanket contractual liability insurance commonly known as XCU coverage shall also be provided. iii. Automobile liability insurance covering all owned, hired, and non -owned vehicles in use by Tenant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of One Million and no/100 Dollars ($1,000,000.00) as the combined single limit of each occurrence for bodily injury and property damage. iv. At the start of and during the period of any construction by Lessee, builders all-risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the installation of improvements. v. All policies other than for Worker's Compensation shall be written on an occurrence and not on claims made basis. vi. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. vii. Lessee shall furnish certificates of insurance to Lessor before commencement of the Lease term. Named Insureds. All policies, except for worker's compensation policies, shall name Lessor and its officials, boards, commissions, employees, agents and contractors, as their respective interests may appear, as additional insureds (herein referred to as the "Additional Insureds"). h. Evidence of Insurance. Certificates of Insurance of each insurance policy required to be obtained by Lessee in compliance with this paragraph, along with written evidence of payment of required premiums shall be filed and maintained with Lessor annually during the term of the Lease. Lessee shall immediately advise Lessor of any claim or litigation that may result in liability to Lessor. i. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following endorsement: 7 City of National City and ARTS, Inc. Lease Agreement - 2012 J• At least thirty (30) days' prior written notice shall be given to Lessor by the insurer of any intention not to renew such policy or to cancel, replace or materially alter same. Insurance Companies. All insurance shall be affected under valid and enforceable policies, insured by insurers licenses to do business by the State of California or surplus carriers on the State of California Insurance Commissioner's approval list of companies qualified to do business in the State of California. All insurance carriers and surplus line carriers shall be rated A+ or better by A.M. Best Company, or as otherwise approved by Lessor's Risk Manager. k. Deductibles. All insurance policies may be written with deductibles not to exceed $50,000 unless approved in advance by Lessor. Lessee agrees to indemnify and save harmless Lessor, the indemnities and Additional Insureds from and against the payment deductible and from the payment of any premium on any insurance policy required to be furnished by the Lease. 1. Contractors. Lessee shall require that each and every one of its contractors and their subcontractors who perform work on the Leased Premises on behalf of Lessee to carry in full force and effect, workers' compensation, comprehensive commercial general liability and automobile liability insurance coverages of the type which Lessee is required to obtain under the terms of this paragraph with appropriate limits of insurance. m. Review of Limits. Once during each calendar year during the term of this Lease or any renewal thereof, Lessor may review the insurance coverages to be carried by Lessee. If Lessor determines that higher limits of coverage are necessary to protect the interests of Lessor or the Additional Insureds, Lessor shall be so notified and shall obtain the additional limits of insurance at its sole cost and expense. n. The provisions of this Section 13 shall survive any termination of this Lease. 14. Inspection. Lessor, by and through its proper officers, reserves and shall always have the right, upon reasonable notice and at a reasonable time, to enter the Leased Premises for the purpose of viewing and ascertaining the conditions of the same and the operation and maintenance thereof. 15. Termination. Notwithstanding the provisions of Section 4, either Lessor or Lessee may terminate this Agreement without cause upon ninety (90) days' written notice to the other party. 16. Removal of Personal Property. At the termination or expiration of this Lease or any renewal thereof, Lessee shall, within ninety (90) days of written request by Lessor, remove any and all personal property not owned by Lessor, placed or erected on the premises during the term thereof, or any renewal thereof, and that all expense connected with such removal shall be borne by Lessee. Lessor shall have the right to sell, destroy, 8 City of National City and ARTS, Inc. Lease Agreement - 2012 remove, or otherwise dispose of any such personal property left on the premises longer than ninety (90) days after termination of this Agreement. The premises shall be left by Lessee in a clean, neat and safe condition, and the exclusive possession and use of the property shall revert to Lessor. 17. Non Discrimination. Lessee agrees that there shall be no discrimination against or segregation of any person or group of persons because of race, color, creed, national origin, sex, sexual orientation, ancestry, marital status, physical handicap or medical condition in the use occupancy or enjoyment of the property, nor shall Lessee, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of users of the property. 18. Waiver. The failure or omission of Lessor to terminate this Lease for any violations of any of its terms, conditions, or covenants shall in no way be deemed to be a consent by Lessor to such violation and shall in no way bar, stop or prevent Lessor from terminating this Lease thereafter, either for such or for any subsequent violation of any such term, condition or covenant. 19. Si!_ns. Lessee agrees that no sign, advertisement, or notices shall be inscribed, painted or affixed on or to any part or portion of the outside of the Leased Premises except to be of such type and color, size and style, and in such place as may be approved by Lessor. Any additional signage or changes to existing signage after the Commencement Date will require the Lessee to pay for and obtain in all regulatory approvals (permits) for the Leased Premises. 20. Waiver of Relocation Assistance. In consideration for the execution of this Lease by Lessor, Lessee hereby waives any claim for relocation assistance benefits to which it may otherwise be entitled under federal, state, or local law or regulations, upon vacation of the Leased Premises. 21. Americans with Disabilities Act. Upon commencement of this Lease, Lessee shall comply, at its sole cost, with requirements of ADA which provides for the removal of architectural barriers that prevent equal access to disabled persons on the interior of the Leased Premises. Through the duration of the Lease, Lessor shall comply, at its sole cost, with requirements of the ADA which provides for the removal of architectural barriers that prevent equal access to disabled persons on the exterior of the Leased Premises. 22. Compliance with Environmental and Other Laws. Lessee shall not engage in activities upon the Leased Premises, or any portion thereof, for the purpose of or in any way involving the handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional) or any hazardous or toxic substances, materials or wastes, or any wastes regulated under any local, state or federal law; provided, however, normal quantities and use of those hazardous or toxic substances or materials customarily used in the conduct of 9 City of National City and ARTS, Inc. Lease Agreement - 2012 general office activities, such as copier fluids and cleaning supplies, may be used and stored by lessee at the Leased Premises. Lessee shall be, and remain for the term of this Lease, in full compliance with all applicable laws governing the use and occupancy of the Leased Premises including, without limitation, the handling, manufacturing, treatment, storage, disposal, discharge, use, and transportation of hazardous or toxic substances, materials or wastes, and any wastes regulated under any local, state or federal law. Lessee has been advised that no digging or excavation at the site will be authorized without appropriate environmental oversight. In addition, Lessee has been advised that this site may have been constructed with building materials that at this time are considered hazardous substances. 23. Obstruction. Except as permitted by this Lease, Lessee shall not place, install, maintain, or allow any combustible materials in buildings, structures, or other improvements upon the Leased Premises and shall not cause or allow the surface elevation therein to be changed in any way whatsoever, without Lessor prior written approval. 24. Lessee's Obligation to Quit. Lessee shall, upon termination of this Lease, leave and peaceably and quietly surrender and deliver to Lessor the Leased Premises and all improvements, buildings and fixtures hereon or constituting a part thereof and any replacements or renewals thereof in a good condition, order and repair as the same were at the Commencement Date or thereafter may have been put, reasonable wear and use excepted. Notwithstanding the foregoing, Lessee shall have the right at the expiration or earlier termination of the Term to remove from the Leased Premises Lessee's trade fixtures, equipment and personal property, provided that Lessee repairs any damage caused by such removal. 25. Hazardous Substances. Lessee shall indemnify, protect and hold harmless Lessor and each of its respective subsidiaries from and against all costs and damages incurred by Lessor in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from the Leased Premises as a result of (i) the operations of Lessee after the Commencement Date, and (ii) the activities of third parties affiliated with Lessee or invited on the Leased Premises by Lessee. Each party agrees that such party will promptly give written notice to the other party of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Leased Premises and any hazardous substance or environmental law of which such party has actual notice. 26. Taxes. Lessee recognizes and understands that this Lease may create a possessory interest subject to property taxation and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes, if any, assessed during the term of this Lease pursuant to Section 107 and 107.1 of the Revenue and Taxation Code against Lessee's possessory interest in the Leased Premises. I0 City of National City and ARTS, Inc. Lease Agreement - 2012 27. Representations and Warranties. The parties represent and warrant that they have powers adequate for the execution, delivery and performance of their obligations under this Lease; they have taken all necessary actions required to make this Lease the valid and enforceable obligation it purports to be; and this Lease has been duly executed and delivered. 28. Severability; Choice of Law. If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. Provided, however, that if any portion of Section 3 is determined to be void or unenforceable, the parties shall first make best efforts to revise Section 3 to the extent necessary to bring it into compliance with any law without sacrificing the intentions of the party, to the extent possible. If the parties cannot make such revisions to Section 3, the entire Lease shall be considered void, and the tenancy shall continue on a month -to -month basis, terminable by either party upon thirty (30) days' notice, until such time as a long-term lease may be entered into mutually agreed upon. 29. Brokers. Each party hereto represents and warrants to the other that it has not dealt with any broker in connection with the Leased Premises or this Lease. Each party hereto hereby indemnifies and holds the other harmless from and against any liability for commissions due any broker of finder with whom such party has dealt in connection with this Lease. 30. Mailings & Noticing. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, fax or email; and, shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, three (3) days (five (5) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile, fax or email, when sent. Any payment, notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the Lessor: To the Lessee: City Manager City of National City 1243 National City Boulevard National City, California 91950-4301 A Reason To Survive, Inc. Matt D'Arrigo 2820 Roosevelt Road 1 1 City of National City and ARTS, Inc. Lease Agreement - 2012 Suite 106 San Diego, CA 92106 619 297-2787 ext 2001 Address on July 1, 2012: 200 E. 12th St. National City, CA 91950 31. Entire Agreement. This Lease supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 32. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength; (ii) each party has actively participated in the drafting, preparation and negotiation of this Lease; (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Lease; (iv) each party and such party's counsel and advisors have reviewed this Lease; (v) each party has agreed to enter into this Lease following such review and the rendering of such advice; and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Lease, or any portions hereof, or any amendments hereto. 33. No Agency. Nothing in this Lease Agreement shall cause or imply any agency relationship or duty between Lessor and Lessee. 34. Counterparts. This Lease may be signed in counterparts. 35. Recordation. This Lease may be recorded. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written above. CITY OF NATIONAL CITY (Lessee) By: Ron Morrison, Mayor A REASON TO SURVIVE, INC. (Lessor) (Corporation— signatures of two corporate officers required.) By: Ora 12 City of National City and ARTS, Inc. Lease Agreement - 2012 (Print) �b�11 0 APPROVED AS TO FORM: (Title) Claudia Gacitua Silva City Attorney (Print) leoit --- (Title) 13 City of National City and ARTS, Inc. Lease Agreement - 2012 Q OC V cU c 4-0 CV w X I — oo — I— Q Exhibit B 1) Lessee will form partnerships with local schools, social service agencies, and families in the community to recruit children and youth for programming. 2) Lessee will work with local police, school officials, and community leaders to target particular youth who would benefit from the program and measure improvements in their attitudes and behaviors. 3) Lessee will provide an array of FREE daily programming (Monday through Saturday) in the visual, performing, literary, and media arts to youth and young adults in the community. National City residents will receive local preference for programming if there are space limitations. 4) Programming will include: a) Therapeutic arts programming b) Arts education c) College and career readiness 5) Lessee will provide fieldtrips and transportation to the community with the Van Go! Transportation program. 6) Lessee will run a number of ARTS Enterprises on site that will employ area youth and provide an array of creative services to the city/community including commissioned art/murals, framing, large format printing, design and fabrication. Lessee commits to supervise community service hours with the National City School Districts. 7) Lessee staff and volunteers will provide their creativity, skills, and sweat equity to continually support and assist with the ARTS Center design, rehabilitation, construction, and decor. 8) Lessee will hold a minimum of 4 annual events for the community. These will include gallery openings, showcases/performances, a community ARTS Day, and guest lectures/speeches. Lessee will work hand in hand with the Lessor on other events in the National City community in which they would like Lessor participation. 9) Lessee will engage older members of the community as staff, teachers, volunteers, mentors, and allowing artists and arts group to use the center as needed — determined by the program schedule. 10) Lessee will provide quarterly reports to the City denoting National City participant numbers, total participant numbers, events coordinated, capital projects completed, community service hours completed in coordination with local schools, and any other pertinent statistics. 11) Lessee will partner with existing contract instructors currently housed at Kimball Recreation Center to ensure that their programs continue. EXHIBIT C A REASON TO SURVIVE (ARTS) Fixtures, Furniture, Equipment as of 4/18/2012 Computer Equipment iMac Computers - 10 qty iMac laptops - 2 qty Dell Dimension 1100 Desktop Computers - 10 qty Dell Server - 1 qty Large format printers - 3 qty Tables for computers - 8 qy Office Furniture & Fixtures office desks - 10 qty office chairs - 18 qty sofas - 4 qty bookshelves - 14 qty filing cabinet - 8 qty Cabinetry Copier Donor recognition wall Projector & Screen Program Equipment Kiln -2 qty Cabinetry and Sinks (visual arts room) Tower Wall Shelving Unit (music room) Metal Shelving Units (art supply room) Ceramic drying racks - 4 qty grand piano upright pianos - 2 qty organ drum set - 2 qty electric keyboards - 4 qty Guitars - 10 qty Various musical intruments PA system - microphones, speakers, amplifiers Sign on Building at 2820 Roosevelt Rd. Large rolling tables - 4 qty Ceramic wheels - 8 qty Clay flattening press Printmaking press Framing Equipment Metal storage cabinets - 4 qty Various tools for carpentry and woodworking Generator Gallery pedastils and wall units - 8 qty Vehicles ARTS Van - 2006 Chevy G-3500 Van ARTS Van - 2006 Chevy Express G3500 ARTS Van - 2008 Ford; with wheelchair lift OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax May 22, 2012 Mr. Matt D'Arrigo A Reason To Survive 2820 Roosevelt Road, Suite 106 San Diego, CA 92106 Dear Mr. D'Arrigo, On May 15`h, 2012, Resolution No. 2012-106 was passed and adopted by the City Council of the City of National City, authorizing execution of a Lease Agreement with A Reason To Survive. We are enclosing for your records a certified copy of the above Resolution and a fully executed copy of the Lease Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures