Loading...
HomeMy WebLinkAboutUkiah Valley Cultural and Recreation Center 2011-02-15; Amendment 1 2012-02-15AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT FOR ALEX RORABAUGH CENTER This agreement amends the City of Ukiah and Ukiah Valley Cultural Recreation Center Management Agreement for the Alex Rorabaugh Center between the City of Ukiah ("City") and the Ukiah Valley Cultural and Recreation Center ("ARC"), dated February 15, 2011 ("Management Agreement"). This is the first amendment to the Management Agreement. Except as expressly amended by this agreement, the Management Agreement is not changed and remains in full force and effect between the Parties, as it read on February 15, 2011. Section 2.1 in Section 2, headed: "Term," is amended to read as follows: 2. Term. 2.1 The term of this Agreement shall terminate at midnight on February either party as provided in Section 2.3. commence on February 15, 2011 and 14, 2014, unless earlier terminated by 2.2 or extended as provided in Section The term of this Agreement shall be three (3) years, provided, however, that within 60 days after the end of the second year of the three year term, the parties shall review their experience during that first two years. Upon completion of that review, either party shall have the option to notify the other party that it will not extend the lease beyond the three year term and the lease shall terminate on February 14, 2013. If neither party gives notice as provided in this paragraph after the parties have conducted the two year review, this Agreement may be extended on the same terms for an additional five years. The extended term shall be subject to a review within a reasonable time after the fourth year of the extended term. Both parties may agree to extend the lease for an additional five year term. IN WITNESS WHEREOF, the UVCRC and the City have executed this Agreement as of the day and year first above written. UVCRC By: C,~` ) Name: ~Jtu Title: t City of Ukiah By: NarWim .lance r..hnmhPrs TiOe;16ity Manager AMENDED SUBLEASE AGREEMENT This sublease agreement is amended, effective February 15 2012, between the City of Ukiah ("City"), a general law municipal corporation, having its principal place of business at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, California, on behalf of and as the agent for Ukiah Valley Cultural and Recreation Center ("Sublessor") and the Boys & Girls Club of Ukiah ("Sublessee"), a non- profit, public benefit corporation organized under the laws of the State of California, having its principal place of business at 1640 S. State St, Ukiah, Mendocino County, California. This Amended Sublease Agreement replaces in its entirety the sublease agreement for the Leased Premises originally entered by the Parties on February 15, 2011. The Sublessor leases the premises located at 1640 S. State Street, Mendocino County, California ("Alex Rorabaugh Center") from the Ukiah Unified School District under an Agreement for the Construction, Operation, Maintenance of A Gymnasium by and between the Ukiah Unified School District and Ukiah Valley Cultural And Recreational Center, dated March 30, 2010 ("Lease Agreement"). This sublease shall comply with all applicable provisions of the Lease Agreement. In any conflict between the provisions of this sublease and the Lease Agreement, the provisions of the Lease Agreement shall prevail. The City is authorized by its Management Agreement with Subleassor to negotiate and enter sublease agreements for all or part of the Alex Rorabaugh Center. When the Sublessor or Sublessee is authorized or required to give or receive notice or payment or perform an act under the terms of this Sublease, the City shall give or receive that notice or payment or perform that act on behalf of Sublessor. SECTION ONE DESCRIPTION OF PREMISES Sublessor subleases to Sublessee a portion of the Alex Rorabaugh Center ("the Leased Premises") that portion being more particularly described in paragraph 4 of Attachment A, which is attached hereto and incorporated herein. As stated in said paragraph portions of the building described therein are subleased to Sublessee for its exclusive or non-exclusive use during prescribed days and hours. These areas are part of the Leased Premises during those days and hours, but not at other times, unless otherwise agreed in writing. The Gymnasium is not complete and is not currently available for use by the Sublessee and is not included in the term "Leased Premises." When the Gymnasium has been completed and accepted for occupancy and use by Sublessor, it will give Sublessee written notice of such acceptance and availability for use. The notice shall contain a space for Sublessee to sign as acknowledging receipt of the notice and of Sublessee's inspection and approval thereof. Upon execution of the notice by Sublessee, the Leased Premises will Page 1 of 10 include the Gymnasium to which Sublessee will thereafter have access in accordance with paragraph 4.K of Attachment A. SECTION TWO TERM The term of this sublease shall commence on February 15, 2012 and terminate at midnight on February 14, 2014, unless earlier terminated as provided in other provisions of this sublease or extended as provided in this Section Two. The term of this sublease shall be two (2) years, provided, however, that within 60 days after the end of the first year of the two year term, the parties shall review their experience during that first year. Upon completion of that review, either party shall have the option to modify the other party that it will not extend the lease beyond the two year term and the lease shall terminate on February 14, 2014. If neither party gives notice as provided in this paragraph after the parties have conducted the one year review, this sublease may be extended on the same terms for an additional five years. The extended lease term shall be subject to a review within a reasonable time after the fourth year of the extended term. Both parties may agree to extend the lease for an additional five year term. SECTION THREE RENT A. During the initial 24 month sublease, rent for the Leased Premises shall be $2,000 per month until the Leased Premises includes the gymnasium, when the rent will increase to $2,500 per month. Rent payments under this lease include the cost of utilities which will be furnished by Sublessor. If the gymnasium becomes part of the Leased Premises after the first of the month, rent for that month will be pro-rated based on the number of days in that month. After the initial 24 month sublease, rent will not increase by more than five percent (5%) annually. Rent is due on or before the first day of each month and shall be considered delinquent, if not received by Sublessor by the tenth day of the month. "Received" means physical delivery of cash or a check, made payable to the City of Ukiah, to 411 West Clay Street, unless the check is returned for insufficient funds, in which event "received" will mean credit in immediately available funds to the City of Ukiah's bank account of funds paid or transferred by Sublessee. The parties may agree to electronic funds transfer in which event "received" means credit of immediately available funds to the City of Ukiah's bank account. B. If rent due under this paragraph is delinquent, Sublessee shall pay Sublessor a late fee of 10% of the monthly rent. Rent that remains delinquent for 30 days or more shall be subject to interest at the monthly rate of 1.5% on the unpaid Page 2 of 10 balance, until paid in full. Late fees and interest shall be considered part of the rent due hereunder. Their imposition is in addition to any other remedies Sublessor may have in law or in equity for Sublessee's failure to pay rent when due under the terms of this Lease, including, but not limited to, termination of the sublease. Failure to cure a rent delinquency within 45 days of the date the rent become delinquent shall furnish grounds to terminate this lease. C. SECTION FOUR USE OF PREMISES Sublessee shall use the Leased Premises in accordance with the requirements set forth in Attachment A, paragraphs 1-5 and not at any other day or time or for any other purpose without the prior written consent of Sublessor. SECTION FIVE RESTRICTIONS ON USE A. Sublessee shall not use the Leased Premises in any manner that will increase the risks covered by insurance on the Leased Premises or result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Sublessee's business purposes. B. Sublessee shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the Leased Premises, and shall comply with all requirements of the insurers applicable to the Leased Premises necessary to keep in force the fire and liability insurance. SECTION SIX WASTE, NUISANCE, OR UNLAWFUL ACTIVITY Sublessee shall not allow any waste or any public or private nuisance on the Leased Premises, or use or allow the Leased Premises to be used for any unlawful purpose, in violation of any applicable, statue, regulation, ordinance or rule, or in a manner that disturbes the peaceful enjoyment of other tenants or users of the Alex Rorabaugh Center or Grace Carpenter Hudson School.. SECTION SEVEN DELAY IN DELIVERING POSSESSION This lease agreement shall not be rendered void or voidable by the inability of Sublessor to deliver possession to Sublessee on the date set forth in Section Two. Sublessor shall not be liable to Sublessee for any loss or damage suffered by reason of such a delay. No extension of this lease agreement shall result from a delay in delivering possession. Page 3 of 10 SECTION EIGHT REPAIRS AND MAINTENANCE Routine cleaning and maintenance shall be performed by Sublessor and Sublesee as specificed in paragraph 4 of Attachment A. Sublessor shall be responsible for maintenance or repairs not covered by paragraph 4, except for repairs to damage caused by Sublessee or its invitees, which shall be the responsibility of Sublessee. Notwithstanding Section Sixteen, a party responsible for a maintenance or repair activity will be in breach of the sublease, if it fails to perform the required maintenance or repair or to adequately warn of the condition and subsequently perform the maintenance and repair within the time required to avoid a dangerous condition of the Leased Premises. SECTION NINE DELIVERY, ACCEPTANCE, AND SURRENDER OF PREMISES A. Sublessee has had an adequate opportunity to inspect the Leased Premises and satisfy itself that prior to Sublessee's occupation and use thereof, the Leased Premises are in a safe and satisfactory condition for Sublesee's intended use thereof. Sublessee has not relied upon any representation or warranty of Sublessor, the City of Ukiah or Ukiah Unified School District about the condition of the Leased Premises and accepts the Leased Premises in its AS IS condition. Acceptance of the Leased Premises by Sublessee shall be construed as recognition that the Leased Premises are in a good state of repair and in sanitary condition. B. Sublessee shall surrender the Leased Premises at the end of the sublease term, or any renewal of such term, in the same condition as when Sublessee took possession, allowing for reasonable use and wear, and damage by acts of God, including fires and storms. Before delivery, Sublessee shall remove all business signs placed on the Leased Premises by Sublessee and restore the portion of the Leased Premises on which they were placed in the same condition as when received. SECTION TEN PARTIAL DESTRUCTION OF PREMISES Partial destruction of the Leased Premises shall not render this sublease void or voidable, nor terminate it except as specifically provided herein. If the Leased Premises are partially destroyed in a manner that adversely affects Sublessee's ability to use and occupy the Leased Premises, it shall be entitled to an abatement of rent based on the percentage of use curtailed by the damage. If the space is not restored to a satisfactory condition within 120 days, either party may, but neither party is required to, terminate the sublease. Page 4 of 10 SECTION ELEVEN ENTRY ON PREMISES BY SUBLESSOR C. Sublessor reserves the right to enter at any time upon the Leased Premises in connection with its management of the Alex Rorabaugh Center, including those portions of the Leased Premises subject to Sublessee's exclusive and non-exclusive use and to inspect them, except thjat Sublessor shall give Sublessee 48 hours prior notice before it enters the premises to perform required, non-emergency maintenance and repairs, or to make additions, alterations, or modifications to any part of the building in which the Leased Premises are located, and Sublessee shall permit Sublessor to do so. Sublessor may erect scaffolding, fences, and similar structures, post relevant notices, and place moveable equipment in connection with making alterations, additions, or repairs, all without incurring liability to Sublessee for disturbance of quiet enjoyment of the Leased Premises, or loss of occupation of the Leased Premises. SECTION TWELVE SIGNS, AWNINGS, AND MARQUEES INSTALLED BY SUBLESSEE A. Except as stated in paragraph 2 of Attachment A, Sublessee shall not construct or place signs, awnings, marquees, or other structures projecting from or on the exterior of the Leased Premises without the prior written consent of Sublessor. Sublessee shall remove signs, displays, advertisements, or decorations it has placed on the premises that, in the opinion of Sublessor, are offensive or otherwise objectionable. If Sublessee fails to remove such signs, displays, advertisements, or decorations within 10 days after receiving written notice from Sublessor to remove them, Sublessor reserves the right to enter the Leased Premises and remove them at the expense of Sublessee. B. The primary signage for the facility will be "Alex Rorabaugh Center." SECTION THIRTEEN NONLIABILITY OF SUBLESSOR FOR DAMAGES Sublessor shall not be liable for damage claims for injury to persons or property from any cause relating to the occupancy of the Leased Premises by Sublessee, including those arising out of damages or losses occurring on sidewalks and other areas adjacent to the Leased Premises. Sublessee shall indemnify, defend, and hold harmless the Sublessor, City of Ukiah and Ukiah Unified School District and their officers, officials, and employees from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of Sublessee's occupation and use of the Leased Premises, including the condition of the Leased Premises. Page 5 of 10 SECTION FOURTEEN LIABILITY INSURANCE Sublessee shall comply with the insurance requirements in Attachment B, attached hereto and incorporated herein. SECTION FIFTEEN ASSIGNMENT, SUBLEASE, OR LICENSE A. It is the intent of both parties that the Alex Rorabaugh Center will be available to the public, non-profit organizations and others for rental use. The Sublessor may rent portions of the Leased Premises not designated for Sublessee's exclusive use and all or any portion of the Center which are not part of the Leased Premises without notice to or consent of Sublessee. Sublessor agrees to operate, manage and coordinate all programs, activities and events occurring at the Alex Rorabaugh Center consistent with the Center's overall mission and purpose. B. Sublessee shall not assign, sublease or rent the Leased Premises, or any right or privilege connected with the Leased Premises, or allow any other person except invitees, agents and employees of Sublessee to occupy the Leased Premises or any part of the Leased Premises without first obtaining the written consent of Sublessor. Consent by Sublessor shall not be consent to a subsequent assignment, sublease, or occupation by other persons. C. An unauthorized assignment, sublease, or license to occupy by Sublessee shall be void and shall terminate this sublease agreement at the option of Sublessor. D. The interest of Sublessee in this sublease is not assignable by operation of law without the written consent of Sublessor. E. If City terminates its Management Agreement with Subleassor and ceases to perform as its agent, this sublease shall continue in effect between Sublessor and Sublessee. SECTION SIXTEEN BREACH A. Any material breach of this lease constitutes a breach and any action taken or suffered by Sublessee as a debtor under any insolvency or bankruptcy laws, including the filing of a voluntary or involuntary petition in the United States bankruptcy court, any assignment for the benefit of creditors or the appointment of a receiver or any failure to perform in compliance with this sublease shall constitute a material breach of this sublease. In such event, Sublessor shall have the right to terminate this sublease and retake possession of the Leased Premises and any improvements thereon. Alternatively, if Sublessee successfully Page 6 of 10 petitions a bankruptcy court under 11 U.S.C. §365, or any successor statute, to assume this sublease as an executory contract or lease, the parties agree that the rent hereunder shall immediately increase to its fair rental value, which shall be based on comparable square footage of high quality commercial property. Except for failure to pay rent, Sublessee shall have 45 days after receipt of written notice from Sublessor of any breach to correct the conditions specified in the notice. If the corrections cannot be made within the 30 day period, Sublessee shall have a reasonable time to correct the default if action is commenced by Sublessee within 10 days after receipt of the notice and Sublessee diligently pursues to completion the actions required to cure the breach. B. In the case the breach is of the insurance requirements set forth in Section Fourteen, the Sublessee will immediately cease operations until the Sublessor excises its right in Section Fourteen or the Sublessee furnishes to the satisfaction of the Sublessor reasonable proof of insurance coverage in accordance with Section Fourteen. SECTION SEVENTEEN REMEDIES OF SUBLESSOR FOR BREACH BY SUBLESSEE Sublessor shall have the following remedies in addition to its other rights and remedies in the event Sublessee breaches this sublease and fails to make corrections as set forth in Section Sixteen: A. Sublessor may terminate this sublease, in which event Sublessee shall immediately vacate the Leased Premises. If Sublessor is guilty of unlawful detainer as provided in California Code of Civil Procedure Section 1161, Sublessor may bring an action to recover possession and, at its option, declare of forfeiture of the sublease. B. Upon termination, Sublessor may recover from Sublessee all damages proximately resulting from the breach, including, but not limited to, the cost of recovering the Leased Premises and the balance of the rent payments remaining due and unpaid under this sublease agreement. C. After reentering, Sublessor may relet the Leased Premises or any part of the Leased Premises for any term without terminating this sublease, at such rent and on such terms as it may choose. Sublessor may make alterations and repairs to the Leased Premises. D. In addition to Sublessee's liability to Sublessor for breach of this sublease, Sublessee shall be liable for all expenses for repairs made, and for the difference between the rent received by Sublessor under the new lease agreement and the rent installments that were due for the same period under this sublease. E. Sublessor, at its option, shall have the right to apply the rent received from reletting the premises (a) to reduce Sublessee's indebtedness to Page 7 of 10 Sublessor under this agreement, not including indebtedness for rent, (b) to expenses of repairs made, (c) to rent due under this lease agreement, or (d) to payment of future rent under this lease agreement as it becomes due. SECTION EIGHTEEN ATTORNEY'S FEES In the event that either party commences litigation against the other to enforce any provision or terms of this Agreement, the prevailing party in said litigation shall be entitled to recover all attorneys' fees, costs, and expenses incurred in connection with the litigation, all fees to be fixed by the court. SECTION NINETEEN WAIVERS Waiver by Sublessor of any breach of any covenant or duty of Sublessee under this sublease is not a waiver of a breach of any other covenant or duty of Sublessee, or of any subsequent breach of the same covenant or duty. SECTION TWENTY DISPUTES The parties agree that the law of the State of California shall be used in interpreting this Agreement and will govern all disputes under this Agreement and will determine all rights thereunder. Venue shall be in Mendocino County. Both parties agree to resolve disputes, except for non-payment of rent, at an informal level and to pursue mediation where they are not able to resolve the dispute informally. Either party may request informal dispute resolution and/or mediation by written notice to the other party. If any dispute is not resolved informally or by mediation within 30 days after a party gives notice pursuant to this Selction 20, the parties may exercise any or all remedies available at law or in equity for a material breach of this sublease. SECTION TWENTY ONE ENTIRE AGREEMENT This sublease agreement, including Attachments A and B, shall constitute the entire agreement between the parties concerning Sublessee's occupation and use of the Leased Premises. Any prior understanding or representation of any kind preceding the date of this sublease agreement shall not be binding upon either party except to the extent incorporated in this agreement. Page 8 of 10 SECTION TWENTY TWO MODIFICATION OF AGREEMENT This agreement may only be modified by a writing approved by both parties and signed by authorized representatives of the parties.. SECTION TWENTY THREE NOTICES All notices, demands, other writings, or payments required or permitted by this agreement shall be given, by either party to the other, and delivered personally, by fax with acknowledgment of reciept, or by U.S. Mail with proper first class postage affixed thereto. Notices shall be deemed given when received or 24 hours after deposited in the mail and addressed as follows: To Sublessor: City of Ukiah, 300 Seminary Dr., Ukiah, CA 95482. FAX: 463-6204 To Sublessee: Boys & Girls Clubs of Ukiah, POB 67, 1640 South State St., Ukiah, CA 95482. FAX: The address or fax number to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. SECTION TWENTY FOUR BINDING EFFECT This lease agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties SECTION TWENTY FIVE TIME OF THE ESSENCE It is specifically declared and agreed that time is of the essence of this sublease. SECTION TWENTY SIX PARAGRAPH HEADINGS The titles to the paragraphs of this lease agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this lease agreement. In witness, each party to this sublease has caused it to be executed at Ukiah, CA on the date indicated below. Page 9 of 10 Ja, *s Goltz, President, Boys & Girls Club of Ukiah Jane C b`ers, City Manager, City of Ukiah LA Date Marvin Trottery President, UVCRC Date 5-7- 12- Page 10 of 10 Date Attachment A to Sublease Agreement between UVCRC and BGCU 1. Improvements to ARC Facility for transitioning the use of space: • Move glass wall to open-up the hallway and access to offices/small conference room the new wall will be located just north of the third office. • Identified storage and appropriate locks/keys for all users including BGCU • Improve restrooms in multipurpose room to include stalls and remove door locks within 30 days of the new lease. Improvements will conform to handicap access laws. • Install outdoor display case for tenants at the entry to the ARC. Schedule of completion to be agreed upon with the City and BGCU. • Install uniform bulletin boards in the lobby area and remove all signage that is not uniform. • Improve signage on the exterior of the facility to brand the building "Alex Rorabaugh Center: Home of: BGCU, City, BBBS, etc." • The BGCU will be allowed reasonable individual signage utilizing their logo as required by the rules of the National Organization. • The location and size of all signage will be approved by the City and the UVCRC. • All signage will be compliant with local ordinances. • All work to be done outside of BGCU programming hours when feasible to not interfere with programs being offered. • BGCU will be notified as far in advance as possible when improvement activity is to occur. • Improvements listed except for BGCU signage will be furnished by the City and the UVCRC. 2. Welcoming and directing traffic. • The tenants who occupy the front offices will be responsible for directing traffic in the lobby/foyer and reception area from 8am-3P.M. weekdays. • BGCU will utilize the reception area during programs hours and assist in directing traffic during program hours. • Alternate dates/times/holidays at the facility will be scheduled appropriately to provide adequate coverage in the lobby/foyer. 3. Scheduling • Scheduling of the gymnasium will be a joint effort between the City, BGCU, and the UUSD. • Scheduling of the community center will be the responsibility of the City in consultation with the BGCU. • The UUSD will provide a schedule to the city once a year, at the beginning of the school year. • The City and BGCU will meet seasonally to create a schedule of use. • The City and the BGCU agree to use flexible scheduling to achieve the best use of the facility. 4. Use of Facilities for BGCU Boys & Girls Club of Ukiah will have exclusive use of following space(s) during operational hours which are: each weekday directly after school (various times in accordance with early out days for public and private school release times) until 6:30 p.m. Additionally BGCU will have these spaces during ALL school break days from 7:30 A.M. - 5:30 P.N1. Monday through Friday on days it offers programming to its members. The Boys & Girls Club will notify the City as far in advance as possible days it will not be having programming at the ARC. Additional programming times to be provided for other BGCU programs such as parents' night out and teen night out. A. Office Space • 2 offices behind the "games counter" dedicated for BGCU (H5 & H6). BGCU will move out of the front offices (H13, H14, & H15) into the 2 offices behind the "games" counter, and office three (H22) in the hall. • The UVCRC will move the existing glass wall (south of the three small offices) or replace it just north of the third office (1-122). • Due to privacy issues, BGCU will be 100% responsible for routine janitorial in offices. • City will provide building maintenance in the office areas (H5, H6 & H22). B. Shared Counter Space in Games Room (H1) Use of "games counter" during program hours with 50% dedicated storage cabinets under counter, with new locks provided by ARC and keyed for BGCU Wall Space and Signage in this space is monitored/authorized by City with a priority to BGCU. As a paying tenant the BGCU will have control over the wallspace in its exclusively rented area. C. Shared Counter Space in Lobby/Foyer (H12) • Use of counter during program hours with 50% dedicated storage cabinets under counter, with new locks provided by ARC and keyed for BGCU. • Wall Space and Signage in this space is monitored/authorized by City. • Each tenant/partner agency at the ARC facility will be assigned 1 framed bulletin board in the Lobby area (1-112). BGCU will have a dedicated bulletin board to post program information near the reception area. D. Games/Multipurpose Room (H1) • Dedicated use of games room (H1) during BGCU program hours. • The City will strive to rent the "front area" space (large [H11A & H11B] and small conference room [H7]) whenever possible. . • The City may rent BGCU utilized space before or after BGCU program hours, but only if other suitable areas are not available. • BGCU equipment in this area will be inventoried and maintained by BGCU; the area should be tidy and secure to allow for shared use of the floor-space during non-program hours. • Any equipment or furnishings that remain in shared areas will be subject to shared uses by other users of the ARC unless otherwise agreed to by the City and the BGCU. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth, vacuuming daily at the end of the program day. • Routine janitorial will be provided by City (sanitizing and deep cleaning). E. Bathrooms (west of H1) • BGCU will have dedicated use of 2 bathrooms west of the Games room during program hours. These bathrooms will be available to other users during non BGCU program hours. • UVCRC will modify these restrooms to include stalls and remove door locks within 90 days of the new lease. • Any modifications to the bathrooms will conform to handicap access regulations. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • Routine janitorial will be provided by City (sanitizing and deep cleaning). E Music Room (H30) • Dedicated use of this room during program hours. • Equipment in this area should be tidy and secure to allow for shared use. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • Routine janitorial will be provided by City (sanitizing and deep cleaning). G. Library Room (H29) • Dedicated use of this room during program hours. • Equipment in this area should be tidy and secure to allow for shared use. • Equipment in this area will be inventoried and maintained by BGCU. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • City will assist with building maintenance such as doors, locks, etc. in this area. H. Children Room (H23) • Dedicated use of this room during program hours. • Equipment in this area should be tidy and secure to allow for shared use. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • Routine janitorial will be provided by City (sanitizing and deep cleaning). L Arts & Crafts Room (H2) • Dedicated use of this room during program hours. • The BGCU refrigerator and cooking supplies will be in this room to guarantee that BGCU can have access to snacks during program hours. • 40% dedicated storage cabinets, with new locks provided by ARC and keyed for BGCU. • Equipment in this area should be tidy and secure to allow for shared use. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • Routine janitorial will be provided by City (sanitizing and deep cleaning). J. Computer Room (113) • BGCU will have exclusive use of this room unless agreed to otherwise. BGCU will use the computer room before and after program hours to secure any items they choose. • Equipment in this area will be inventoried and maintained by BGCU. • BGCU is responsible for daily cleaning such as wiping down counters, picking up lose garbage and so forth. • Due to privacy issues, BGCU will be 100% responsible for routine janitorial in this room. K. Gymnasium (when completed and available for use) • During the school year the BGCU has a minimum of 5 hours per week or 20 hours per month of gym use. • Target times for BGCU's use during the school year are between 3:30-5:00 P.M • During summer and holiday times the BGCU has a minimum of 2 hours a day or 40 hours per month of gym use. • Target times during the summer and holiday times are 2:30-5:30 P.M.. • By arrangement with the city, the BGCU will have access to the gym if it was not scheduled for use by any other use. • If at any time there is a shared use of the gym it will be scheduled with activities of compatible use. • The ARC will explore options for dividers in the gym. • A minimum of a one-week notice will be given by the City if a schedule change is needed. • BGCU will have periodic use for evening programs if not previously scheduled. • Reasonable storage for equipment to be used in the gym will be made available when gym is operational. • BGCU will prioritize using the outside playground area before gym area to reduce utility costs. L. Small Conference Room (H7), Large Conference Room (H11A & H11B) & Kitchen (H10) • The goal is for the City to schedule paying rentals into the conference rooms or find partnering agencies to provide programs and services. • BGCU use in these areas will be authorized as space and scheduling allows. • Access to the kitchen when BGCU full day programs are in session will be a priority. • When a rental may potentially restrict assess to the kitchen by the BGCU, the City will use its best efforts to work with the renter to avoid that restricted access, but if temporary restricted access is unavoidable, the City will notify the BGCU in advance to allow the BGCU sufficient time to prepare an alternative to maintain its nutrition program. 5. General Comments • All multi-purpose space may be used by the City as rental space for community programs. • Use of the shared rooms will only be used for compatible uses and will be supervised. • City of Ukiah will schedule window cleaning, carpet cleaning and HVAC maintenance giving ARC tenants notice prior to these routine maintenance items occurring. • The City will make every reasonable effort to schedule these activities outside of BGCU daily program hours. • The BCGU will continue to have access to the playground when its programs are in session. • Access to the janitorial closet will be permitted for the storage of basic cleaning supplies. • The "North Patio" may be utilized by the BGCU during program hours. • BGCU will continue to be allowed to have a storage container in "North Patio" area at the current container location. • The container will need to be moved during the patio and awning construction. • During all school breaks BGCU access to kitchen (1-110) to prepare meals for members is a priority. • Use of the ceramic kilns by ARC tenants will be with prior permission of the City and will include an extra charge for electricity or natural gas. ATTACHMENT B INSURANCE REQUIREMENTS FOR SUBLESSEES Without limiting Sublessee's obligation to indemnify the Sublessor, the City of Ukiah and the Ukiah Unified School District under the attached Sublease (Agreement), Sublessee shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Sublessee's space, products and operations pursuant to the Agreement. Sublessor shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If in the opinion of the City of Ukiah's Risk Management Office the insurance provisions in these requirements do not provide adequate protection for Sublessor and for members of the public, Sublessor may require Sublessee to obtain insurance sufficient in coverage, form and amount to provide adequate protection. Sublessor's requirements shall be reasonable but shall be imposed to assure protection from and against the kind and extent of risks that exist at the time a change in insurance is required. Verification of Coverage Sublessee shall furnish the Sublessor with certificates of insurance evidencing coverage required herein, including copies of endorsements with specific reference to each of the coverage modifications or amendments set forth below. Certified copies of required endorsements must be attached to provided certificates. All certificates are to be received and approved by the Sublessor prior to the effective date of the Agreement. The Sublessor reserves the right to require that Sublessee provide complete, certified copies of any policy of insurance offered in compliance with these specifications. As an alternative to insurance certificates, the Sublessee's insurer may voluntarily provide complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these specifications. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 6/92) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by State of California and Employer's Liability Insurance. 4. Cargo Legal Liability (if applicable) Minimum Limits of Insurance Sublessee shall maintain for itself and its officers, representatives, agents, employees, guests, patrons, contractors, subcontractors, licensees, invitees, and suppliers limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation: Statutory 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. Deductibles and Self-Insured Retention Any deductibles or self-insured retention must be declared to and approved by the Sublessee. At the option of the Sublessor, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the Sublessor, City of Ukiah, the Ukiah Unified School District, and their officers, officials, employees and volunteers; or the Sublessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The general liability policy is to contain, or be endorsed to contain, the following provisions: The Sublessor, the City of Ukiah and Ukiah Unified School District, and their officers, officials, employees, agents and volunteers ("Additional Insureds") are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of the Sublessee; products and completed operations of the Sublessee; or premises owned, occupied or used by the Sublessee. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. 2. For any claims related to Sublessee's activities pursuant to the Agreement, the Sublessee's insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self-insurance maintained by the Additional Insureds shall be excess of the Sublessee's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Additional Insureds. 4. The Sublessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been received by the Sublessor. 6. To the extent permitted by law, the workers' compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against the Additional Insureds, which might arise by reason of payment under such policy in connection with work performed under this Agreement by the Sublessee. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating.. The Sublessor Risk Manager may waive or alter this requirement, or accept self-insurance in lieu of any required policy of insurance if, in the opinion of the Risk Manager, the interests of the Sublessor and the general public are adequately protected.