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HomeMy WebLinkAbout85-50 - Agreement of Sale and Lease between UUSD and COU - Civic Center Site 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 RESOLUTION NO. 85-50 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE ON BEHALF OF THE CITY AGREEMENT OF SALE AND LEASE AGREEMENT WITH UKIAH UNIFIED SCHOOL DISTRICT BE IT RESOLVED that the City of Ukiah accepts the Agreement of Sale and Lease Agreement, true and correct copies of which are attached hereto as Exhibit "A," for the purchase of the Old Yokayo School site from the Ukiah Unified School District, and the Mayor and City Clerk are hereby authorized to execute said Agreements on behalf of the City of Ukiah. PASSED AND ADOPTED this 6th day of February, 1985, by the following roll call vote: AYES: Councilmembers Henderson, Kier, Kelley, Hickey and Mayor Myers NOES: None ABSENT: None Mayor ATTEST: CiTy Clerk 1 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROFESSIONAL SERVICES AGREEMENT (ARCHITECT) RECITALS: WHEREAS, the City of Ukiah ("City"), a general law municipal corporation, has proposed to purchase the Old Yokayo School site ("the site") and building from the Ukiah Unified School District for a City Hall; and WHEREAS, major renovations and construction will be necessary to convert the site into a City Hall; and WHEREAS, the City proposed acquisition of the site is not complete with fee title vested in the City; and WHEREAS, the first step in converting the old Yokayo School site or constructing a City Hall on any other site is a Site and Space Utilization Study; and WHEREAS, the City has determined to use Victor Fernando Lopes ("Architect"), a licensed architect, to prepare plans and specifications and bid documents for, and to supervise construction of a new City Hall but has not yet completed negotiations and approved an Owner/Architect Agreement with Architect for all contemplated services; and WHEREAS, the City wishes to begin the Site and Space Utilization Study as soon as possible; IN CONSIDERATION OF THE ABOVE recitals the parties follows. agree as AGREEMENT 1. Architect shall conduct a Site and Space Utilization Study to determine how the City's space needs both on the site or 1 2 3 4 5 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 another site and within the buildings to be remodeled or constructed on the site or another site can be incorporated into a schematic design and detailed plans and specifications. In conducting the study the Architect shall consult with appropriate City staff and officials to determine the City's space needs. 2. Architect shall complete the Site and Space Utilization Study and present his written findings and recommendations for City review and approval within five (5) weeks of the date of this Agreement. 3. City shall pay Architect the total sum of nine thousand dollars ($9,000.00) for the work required in paragraphs I and 2. City shall make an initial payment of $3,000 this Agreement by both parties. Subsequent shall be made based on Architect billings up contract sum of $9,000 for which Architect agrees to work. upon execution of monthly payments to the total perform this 4. The parties will continue to negotiate in good faith the terms of a complete Owner/Architect Agreement, which shall be conditioned upon acquisition of fee title to the 01d Yokayo School Site or another site for a new City Hall. In Witness Whereof the parties agree as above provided this 6th day of February, 1985. City _of Ukiah Attest: ~ity~Cl~.rk --~~ Archi°. ~ecF~rnandO ~ - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 RESOLUTION NO. 85-50 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE ON BEHALF OF THE CITY AGREEMENT OF SALE AND LEASE AGREEMENT WITH UKIAH UNIFIED SCHOOL DISTRICT BE IT RESOLVED that the City of Ukiah accepts the Agreement of Sale and Lease Agreement, true and correct copies of which are attached hereto as Exhibit "A," for the purchase of the Old Yokayo School site from the Ukiah Unified School District, and the Mayor and City Clerk are hereby authorized to execute said Agreements on behalf of the City of Ukiah. PASSED AND ADOPTED this 6th day of February, 1985, by the following roll call vote: AYES: Councilmembers Henderson, Kier, Kelley, Hickey and Mayor Myers NOES: None ABSENT: None Mayor ATTEST CiTy Clerk ~ AGREEMENT OF SALE This agreement made and entered this 6th day of February , 1985 by and between the UKIAH UNIFIED SCHOOL DISTRICT ("District") and the CITY OF UKIAH ("City"). Recitals: 1. The District is the owner of real property situated in the City of Ukiah known as the "Old Yokayo School Site". 2. City is desirous of acquiring the site for municipal purposes. 3. District has published and mailed the notices required by Education Code section 39363.5 regarding the sale of surplus school property and, pursuant to the provisions of said section, City has proposed acquiring the site in accord with the provisions of this agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. AGREEMENT OF PURCHASE AND SALE 1.1 Subject to the terms and conditions as set forth herein, District shall sell and City shall purchase all of the property described in Exhibit A, attached hereto and incorporated herein, located in the City of Ukiah, County of Mendocino, State of California ("Property"). 1.2 It is understood and agreed that District shall retain ownership of the buildings described in Exhibit B, attached hereto and incorpoated herein and shall be entitled to remove said buildings pursuant to this agreement and the lease agreement between City and District bearing the same date as this sale agreement. 2. PAYMENT OF PURCHASE PRICE The purchase price for the property shall be paid as follows: 2.1 $500,000 cash payable at close of escrow. 2.2 City shall credit $240,000 worth of electrical service to District over a period of four years at the rate of $60,000 per year based on the City's applicable rates for electrical service in effect when the service is credited. District shall be credited with $60,000 worth of electrical service by June 30, 1985. Thereafter, City shall credit District with $60,000 worth of elec- trical service on an annual basis. -1- 3. USE OF PREMISES AFTER CLOSE OF ESCROW 3.1 City shall lease to District for direct use by the District for District purposes the approximate 180 -foot by 210 -foot portion of the premises as outlined in blue on Exhibit C, attached hereto and incorporated herein ("Leased Premises"), upon the following terms and conditions: A. $1.00 pe year; B. Term - years commencing from the date of this agreement. In addition, the lease may be extended for an additional 55 year term upon the mutual agreement of the parties, provided, however, if City does not wish to agree to a 55 year extension, it must give written notice to District no later than the end of the 53rd year of the lease. C. Notwithstanding the provisions of 3.1.B. above, the District must use the leased premises for direct and substantial school district purposes. The lease term shall terminate at any time that the District ceases to use the leased premises for such purposes for a continuous period of six months or more. 3.2 The District shall continue to use and maintain the Adult Education and Continuation School facilities located in the area outlined in pink on Exhibit C, attached hereto and incor- porated herein, until July 1, 1986, at which time it shall be the responsibility of District to vacate said portion of the premises; provided, however, that Distict shall exert its best efforts to vacate said buildings as soon as possible. It shall be the respon- sibility of district to remove those buildings outlined in green on the attached Exhibit C at its own expense no later than July 1, 1986; provided, however, that District shall exert its best efforts to remove said buildings as soon as possible. 3.3 District shall continue to use and maintain the warehouse space and the two classrooms located in the main school building, outlined in yellow on Exhibit C, attached hereto and incorporated herein, until July 1, 1985, at which time it shall be the responsibility of District to vacate said portion of the premises. Prior to District vacating the premises, City shall have the right on reasonable notice to enter the buildings to inspect, measure or otherwise use the space for the purpose of preparing plans and specifications necessary to remodel, renovate or construct on the property. 4. THE CLOSING OF SALE TRANSACTION THROUGH ESCROW 4.1 The purchase and sale of the Property will be completed through an escrow to be opened at Redwood Empire Title Co. of Mendocino County, 376 E. Gobbi Street, Ukiah, California -2- (the "Escrow Holder"). Escrow shall close within sixty days from the date hereof, subject to such written modifications of such date as may be agreed upon by both parties. "Close of Escrow" shall be the time District's deed is filed for record by the Escrow Holder. 4.2 Instruments in respect to the purchase and sale shall be deposited in escrow by City and District as follows: A. District shall deposit prior to close of escrow a grant deed to the Property executed by District in recordable form. B. Buyer and Seller mutually deposit two executed originals of the lease agreement for the Leased Premises. C. City shall deposit prior to close of escrow its check in the amount of $500,000. 4.3 After all the foregoing have been deposited by City and District, respectively, and Escrow Holder is prepared to issue a policy of title insurance in accordance with paragraph 5 hereof, Escrow Holder shall: A. Deliver the cash portion of the purchase price to or on order of District. B. Record the grant deed to the Property and instruct the County Recorder to deliver the grant deed after recording to City. C. Deliver executed duplicate originals of the lease agreement to City and District. D. Deliver to City the policy of title insurance. 4.4 City and District shall split equally all closing and escrow costs, including but not limited to, escrow fees, recording fees, documentary transfer taxes, and title insurance. 5. TITLE INSURANCE AND WARRANTIES 5.1 The escrow holder shall issue to City a CLTA or ALTA standard coverage Owner's Policy, at City's option (or compa- rable coverage approved in writing by City) of title insurance on the property with total liability in the amount of the purchase price showing marketable, insurable title to the property vested in City, subject to no exceptions. Said title insurance shall not be subject to those exceptions numbered 1, 1A, 2 and 3 on the prelimi- nary title report No. 12481, dated March 22 1982 from Ukiah Coast Title Company. -3- 5.2 The property is sold to City by District "as is". District does not warrant in any manner the condition of the buildings located thereon or their fitness for any particular purpose. 6. POSSESSION Subject to the provisions of paragraph 3, City shall be entitled to possession of the property as of close of escrow. 7. RISK OF LOSS Except as provided further in this paragraph, risk of loss to the property shall be borne by District until close of escrow. 7.1 Risk of loss for the buildings outlined in green in Exhibit C shall remain with the District after the close of escrow and it shall be District's responsibility to procure insurance against that loss, if it so desires. 7.2 While risk of loss for the Adult Education and Continuation School facilities located in the area outlined in pink on Exhibit C shall shift to City after the close of escrow, District agrees for so long as it continues to occupy and use those facilities to take and keep in force at its sole expense insurance provided by companies licensed to furnish such insurance in the State of of California covering damage to the buildings by fire or vandalism and any liability to the public incident to the use of or resulting from any accident occuring in or about said premises, the liability under such insurance to be not less that 80% of the replacement cost of the buildings and on the public liability insurance not less than One Million Dollars ($1,000,000) for any one person injured, or One Million Dollars ($1,000,000) for any one accident. Should the District use a deductible provision in excess of $5,000 in connection with such policies, a cash bond must be posted to cover the deductible. A certification of such insurance naming City as an additional insured and providing for 30 day notification of cancellation to City shall be provided City and be made a part of this agreement. The District shall use a form for the certification of insurance provided by City. 7.3 While risk of loss shifts to City after close of escrow, during the time that it continues to use and occupy the two classrooms and warehouse space in the main building outlined in yellow on Exhibit C, District agrees to take and keep in force insurance as required in paragraph 7.2 above. -4- 8. NOTICE Any notice, request, demand, instruction or other commu- nication to be given to any party hereunder shall be in writing and delivered personally or sent by registered or certified mail as follows: District: Ukiah Unified School District 445 South Dora Street Ukiah, CA 95482 City: City of Ukiah 203 South School Street Ukiah, CA 95482 Notice shall be deemed to have been given when delivered personally or two days after mailing to the above address if mailed. No notices shall be effective unless and until all persons entitled to notice shall have been notified in accordance with the foregoing. The addresses and addressees for the purposes of this paragraph may be changed by giving written notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein if no written notice of change has been sent or received, shall be deemed to continue in effect for all purposes hereunder. 9. FURTHER ASSURANCES District and City agree that at any time or from time to time after the execution of this agreement and whether before or after close of escrow they will, upon request of the other, execute and deliver such further documents and do such further acts and things as such party may reasonably request in order to effect fully the purposes of this agreement. 10. SURVIVAL OF COVENANTS Each of the covenants and agreements contained herein shall, to the extent applicable, survive the close of escrow. 11. SUCCESSORS AND ASSIGNS This agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective successors and assigns. 12. CAPTIONS The captions in this agreement are inserted only as a matter of convenience and for reference and in no way define the scope or extent of this agreement or the construction of any provisions hereof or of any document or instrument referred to herein. -5- / 13. COUNTERPARTS This agreement may be executed in any number of counter- parts but all of which taken together shall constitute one and the same instrument. 14. TIME Time is of the essence in this agreement. 15. ENTIRE AGREEMENT: AMENDMENTS This agreement embodies the entire agreement and under- standing between the parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instru- ment in writing executed by the party against which enforcement of such amendment, waiver, or discharge is sought. This agreement supersedes all prior agreements and memoranda. The invalidity of any one of the covenants, agreements, conditions or provisions of the agreement or any portion thereof shall not affect the remaining portions thereof or any part hereof and this agreement shall be construed as if such covenant, agreement, condition or provision had not been inserted herein. 16. ATTORNEYS' FEES Should any suit be brought arising out of this agreement or any obligation herein expressed, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses therein incurred. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above mentioned. DISTRICT: CITY: UKIAH UNIFIED SCHOOL DISTRICT CITY OF UKIAH By:/ %�,�-�/� i� � C � By: ATTEST: Grego g y T.'/Nelson President 4A-175 Dennis L. Huey, Clerk Charles G. Myers, Mayor City of Ukiah .Zvw`^, - ATTEST: -6- D. Ken Payne, C City of Ukiah t Clerk I. LAND: EXHIBIT A LIST OF PROPERTY TO BE PURCHASED That certain real property situated in the City of Ukiah, County of Mendocino, State of California, identified as Assessor's parcel numbers AP #2-255-02 and 2-255-03 and as described in preliminary title report No. 12481 dated March 22, 1982 from Ukiah Coast Title Company which as attached hereto as Exhibit D and incorporated herein. II. BUILDINGS: Those buildings described below and referenced by number to the OLD YOKAYO SCHOOL SITE map which is attached hereto as Exhibit E and is incorporated herein. Description Bldg. # Ref. Old Yokayo School 1,2,3 Adult Education Classrooms 4,5 Adult Education Office 6 Restroom Facility 7 Parent/Child Center 12 Storage Shed 13 Old Bus Garage 14 EXHIBIT B BUILDINGS BEING RETAINED BY DISTRICT Bldg. # Description Ref. South Valley Classrooms (Portables) 8 South Valley Office (Portables) 9 South Valley Teacher's Lounge (Portable) 10 School Services Center 11 Refer to OLD YOKAYO SCHOOL SITE map which is attached hereto as Exhibit E and incorporated herein. L v v 0 180 t MID L 0 Yak.4 )' SGHOOL .5 -/TG O OLD YOKAYO SCHOOL BUILDING DISTRICT WAREHOUSE O S0. VALLEY CLASSROOMS (2) 0 ADULT ED. CLASSRO@+i5 4-5-6 ADULT ED. CLASSROOMS 1-2-3 6 ADULT ED. SCHOOL OFFICE 07 RESTROOM FACILITY G So. VALLEY CLASSROOMS (PORTABLE) O9 S0. VALLEY CONTINUATION SCHOOL OFFICE (PORTABLE) S0. VALLEY TEACHERS' LOUNGE 0 0 ' (PORTABLE) SCHOOL SERVICES CENTER PARENT/CHILD CENTER STORAGE SHED OLD BUS GARAGE DISTRICT LEASE -BACK AREA o s 100 �1ft111lt, Jcq/_e L V KAPPELER & AXT ARCHITECTS - PLANNERS Its v: GOB& SURE 2 MMI CALIFORNIA 954a1 (7071 4e 77D PAUE. 1 PRELIMINARY REPORT Unwr1:0AST Ti PIP',71111111 UKIAH-COAST TITLE COMPANY EXHIBIT D Reply To: Ron Gonsalves Brenn, Galgani, Godino & O'Donnell 1539 - 5th Avenue San Rafael, CA 94901 Office: Ukiah Date: March 22, 1982 Ltention: Mrs. Bull our No• 12481 Your No. Buyer: In response to the above referenced application for a policy of title insurance, Ukiah -Coast Tale Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a California Land Title Association Standard Coverage form Policy of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy form. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of: March 17, 1982 at 7:30 A.M.. ;.?441r. The estate or interest in the land hereinafter described or referred to covered by this report is: A Fee Title to said estate or interest at the date hereof is vested in: Parcel 1: UKIAH UNIFIED SCHOOL DISTRICT, who acquired title as Ukiah School District Parcel 2: UKIAH UNIFIED SCHOOL DISTRICT, who acquired title as Trustees of Ukiah School District The land referred to in this report is described as follows: See description attached Jmv ficer UKIAH-COAST TITLE COMPANY Main Office: P.O. BOX 0 - 320 SOUTH STATE STREET UKIAH, CA. 95482 • (707) 4684391 Branch: P.O. BOX 653 • 45098 MAIN STREET MENDOCINO, CA. 95460 - (707) 937.5855 • ( PAGE 2 PRELIMINARY REPORT At the date hereof exceptions to coverage, in in said policy form, would be as follows: 1. Mendocino County taxes for the not yet due or payable. EXHIBIT D addition to the printed exceptions and exclusions contained fiscal year 1982-83, now a lien but 1A. The possible lien of any prior taxes due hereunder by reason that said property was not carried on the tax roll in the Assessor's office of Mendocino County. 2. Reversionary clause and provisions as set forth in deed from Daniel Gobbi to Trustees of Ukiah Institute Recorded : May 13, 1869 in Book 3 of Deeds, page 541. (Affects Parcel 2). 3. Effect of the deed executed by Ukiah Institute, a corporation to Trustees of Ukiah School District Z,,, Recorded : February 6, 187W'in Book 6 of Deeds, page 397. At the date of said deed title vested in the Trustees of Ukiah Institute. EXHIBIT D That certain real property situated in the City of Ukiah, County of Mendocino, State of California, described as follows: PARCEL ONE COMMENCING at the Northwest corner of the lot on which is situated the Public School in Ukiah City; run thence East along the North line of said School lot 150 feet; thence Southerly and at right angles with the first line 250 feet; thence at right angles Westerly 150 feet; thence at right angles Northerly in a direct line to the place of beginning. PARCEL TWO BEGINNING at the intersection of the Southerly line of Clay Street and the Easterly line of Dora Street; thence Easterly along the Southerly line of Clay Street 761.60 feet to the Westerly line of Oak Street; thence Southerly along said Westerly line of Oak Street 456.5 feet to the Northerly line of the North half of Jones Addition, filed June 11, 1909 in Map Case 1, Drawer 3, page 36, Mendocino County Records; thence Westerly along said Northerly line 728 feet to the Easterly line of Dora Street; thence Northerly along said Easterly line 445 feet to the point of beginning. EXCEPTING therefrom the following: COMMENCING at the Northwest corner of the lot on which is situated the Public School in Ukiah City; run thence East along the North line of said School lot 150 feet; thence Southerly and at right angles with the first line 250 feet; thence at right angles Westerly 150 feet; thence at right angles Northerly in a direct line to the place of beginning. (4) . .9 / IMPORTANT: Thi plat is not a survey. It is merely furnsi.-.3 for your conven- ience to loc.,te i'.e proporty in its general rola )riirrj lands, high- ways, roadi, :.tr c.ts and not to guar- antee any lixid cinna•nsions, distances, bearings or acreage. UKIAH-COAST TITLE COMPANY R3\ R-/ 5 5) R -/\R-2 (26') ' Asse County of Ma, L V 0 CLAY• 180 1---�� o I — 4 r L 0 i 4- r _ 't 1 r--' i L: r -t L-4 Iii s rz.4 r LAv SAID pl OLD YOKAYO SCHOOL BUILDING O DISTRICT WAREHOUSE O SO. VALLEY CLASSR0MO (2) O4 ADULT ED. CLASSROOMS 4-5-6 ADULT ED. CLASSROO1V3 1-2-3 6 ADULT ED. SCHOOL OFFICE O7 RESTROOM FACILITY ® . SO. VALLEY CLASSROOMS (PORTABLE) �9 S0. VALLEY CONTINUATION SCHOOL OFFICE (PORTABLE) 30. VALLEY TEACHERS' LOUNGE (PORTABLE) ® SCHOOL SERVICES CENTER ©2 PARENT/CHILD CENTER ©3 STORAGE SHED ]4 OLD BUS GARAGE (] DISTRICT LEASE -BACK AREA C D yekAyo Sc.vooL S/TG 0 S 100 r t t r 1 r r t t r 4<.tfNIc scgh_e 7 3LIS 1OOH0S OAb>10J, 010 KAPPELER & AXT ARCHITECTS • PLANNERS J 115 v. G09N • SATE 205 U13AJ . CALLt*NIA 95461 (N71 4614778 /2 tec B✓ Ti-/iy m x --I m LEASE AGREEMENT This lease agreement is entered into this 6th day of February, ]985 by and between the UKIAH UNIFIED SCH00L DISTRICT ("District") and the CITY OF UKIAH ("City"). Recitals 1. Contemporaneously with the execution of this Lease, District has transferred to City fee title to the real property known as the Old Yokayo School site. 2. Under the terms of said sale, City has agreed to lease back to the District that approximate 180-foot by 210-foot portion outlined in blue on the OLD YOKAYO SCHOOL SITE map, Exhibit A, attached hereto and incorporated herein, pursuant to the terms of the Lease Agreement. NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: 1. TERM 1.1 The term of the Lease shall be 55 years, com- mencing from the date of this agreement. The lease may be extended for an additional 55 year term upon the mutual agreement of the parties, provided, however, if City does not wish to agree to a 55 year extension, it must give written notice to District no later than the end of the 53rd year of the lease. 1.2 Notwithstanding the provisions of paragraph 1.1 above, the District must use the leased premises for direct and substantial school district purposes. Except as provided in para- graph 1.3 below, the lease term shall terminate at any time that the District ceases to use the leased premises for such purposes for a continuous period of six months or more. 1.3 Within the area subject to this lease, outlined in blue on Exhibit A, is located building number twelve which is presently leased by District to North Coast Opportunities. The term of the lease from District to North Coast Opportunities shall be no greater than the length of the term of the lease from City to District as set forth in paragraphs 1.1 and 1.2 above. It shall be the responsibility of District to terminate the occupancy of building twelve by North Coast Opportunities no later than the date of termi- nation of the lease agreement between District and City. 2. RENT The rent for the premises shall be $1.00 per year payable at the commencement of each year. 3. UTILITIESf REPAIRS AND MAINTENANCR 3.1 District shall pay for all utilities and other expenses, including water, sewer, gas, electricity, heat and power which may be furnished or used in connection with District's operation on the leased premises. -1- 3.2 District will be responsible for all maintenance on the premises including custodial service and including all necessary repairs to-the buildings located thereon. 4. ALTERATIONS 4.1 It is understood and agreed that the buildings located on the leased premises belong to the school district and may be removed by the District at the conclusion of the lease term. District may make whatever alterations or additions it wishes to the buildings without first receiving approval of City, other than those permits or approvals that would be required by the City of any property owner within the city limits under applicable statutes, codes or other lawful authority. 5.' HOLD HARMLESS a. District shall indemnify, defend and hold City harmless from any liability for personal injury or property damage arising out of the District's use of the premises, including the costs and attorneys' fees incurred in defending against any damage, claim or liability. b. District agrees to take and keep in force during the life of the lease at the District's sole expense, public liability insurance provided by companys licensed to furnish such insurance in the State of California to protect against any liability to the public incident to the use of or resulting from any accident occur- ring in or about said premises, the liability under such insurance to be not less than One Million Dollars ($1,000,000) for any one person injured, or One Million Dollars ($1,000,000) for~any one accident. Should the District use a deductible provision in excess of $5,000 in connection with such policy, a cash bond must be posted to cover the deductible. A certification of said insurance naming City as an additional insured and providing for 30 day notification of cancellation to City shall be provided City and be made a part of this Agreement. The District shall use a form for the certifi- cation of insurance provided by City. 6. RISK OF LOSS Risk of loss to the buildings shall remain with the District and it shall be the responsibility of District to provide its own fire and extended coverage insurance on the structures. In the event the structures are partially or totally destroyed by any cause prior to the termination of this Lease, the District may, at its discretion, replace or repair the structures on the leased premises or terminate the Lease. In the event of termination, District at City's request shall clear the site of any remnants of the structures so destroyed. -2- / ,I 7. NOTICES Any demand~or notice which either party shall be required, or may desire, to make upon or give to the other, shall be in writing and shall be delivered personally upon the other, or sent by prepaid, registered or certified mail addressed to the respective parties as follows: District: City: Ukiah Unified School District 445 South Dora Street Ukiah, CA 95482 City of Ukiah 203 South School Street Ukiah, CA 95482 Notice sent by registered or certified mail in accordance with this paragraph shall be deemed delivered 72 hours from the time of mailing. 8. TERMINATION District shall have the right to terminate this lease on thirty (30) days written notice to City without further obligation except as would otherwise exist upon expiration of the term of this lease. 9. ASSIGNMENT/SUBLEASE Except as provided in paragraph 1.3 above, District shall not assign or sublease the demised premises except upon the express prior written consent of City. 10. ENTIRE AGREEMENT This lease agreement constitutes the entire agreement of the parties in respect to the subject matter hereof, and there are no oral agreements between the parties. No exchanges in this lease agreement shall be made except in writing and signed by both the City and District. UKIAH UNIFIED SCHOOL DISTRICT By: By: ATTEST: Ma/~ C~y ×Clerk -3- ,. / EXHIBIT A UKIAH UNIFIED SCHOOL DISTRICT RESOLUTION #23r 1984-85 AUTHORIZING SALE OF OLD YOKAYO SITE AND LEASE-BACK OF FACILITIES RESOLUTION . WHEREAS, Ukiah Unified School District is the owner of that certain property known as the Old Yokayo site and, WHEREAS, the District is desirous of disposing of said site subject to certain continued, limited use by the District for a period of time, and, WHEREAS, pursuant to Education Code section 39363.5 and Government Code section 54220, District has given notice to govern- mental entities and nonprofit corporations specified in said Code sections and, WHEREAS, City of Ukiah has expressed interest in buying the site at fair market value. NOW, THEREFORE be it hereby resolved as folloWs: 1. That the District hereby sells to the City of Ukiah, the old Yokayo School site subject to the terms and conditions of the AGREEMENT OF SALE and LEASE AGREEMENT which are attached hereto and incorporated herein. 2. The President of this Board be, and hereby is, authorized to execute any necessary documents to effectuate these agreements. PASSED AND ADOPTED BY THE BOARD OF EDUCATION of the Ukiah Unified School District at a regular meeting of said Board, held on the 22nd day of January, 1985, by the following vote of said Board: ~ AYES 6 NOES 0 ABSENT 1 I, Dennis L. Huey, Clerk of the Board of Education of the Ukiah Unified School District, State of California, do hereby certify the foregoing to be a true and correct copy of the resolution adopted by the said Board at a regular meeting thereof held at the District Administrative Offices at the same time and by the vote above stated which resolution is on file in the office of said Board. ' ATTF~ST BY: DATE: TO: FROM: February 1, 1985 Honorable Mayor and Council Members D. Kent Payne, City Manager SUBJECT: ACQUISITION OF YOKAYO PROPERTY Consistent with the discussions between the Ukiah Unified School District and the City of Ukiah, the Council will find attached to this memorandum a resolution authorizing the Mayor to execute the agreement to purchase the old Yokayo site for the City of Ukiah. The resolution also authorizes the lease agreement between the Ukiah Unified School District and the City of Ukiah whereby the most northwesterly 180 by 210 feet is leased back to the Ukiah Unified School District for school district purposes for a period of 55 years. These agreements with their attachments have been reviewed by the administration of both the Ukiah Unified School District and the City of Ukiah. In addition, attorneys for both of the agencies have reviewed and made appropriate corrections to the documents. Upon approval of the attached resolution, the City will be able to execute the documents and forward them to the appropriate escrow office. RECOMMENDATION: The City Council adopt the attached resolution for the acquisition of the old Yokayo site for the City. wp: DKP: f t MEMORANDLIM DATE: TO: FROM: February 6, 1985 The Honorable Mayor and Councilmembers D. Kent Payne, City Manager SHBJECT: RESOLUTION AUTHORIZING MAYOR AND CITY CLERK TO EXECUTE AGREEMENT FOR THE PURCHASE OF OLD YOKAYO SITE, AND ENTER INTO LEASE AGREEMENT FOR THE ~qORTH/WEST CORNER OF SAID PROPERTY New Business - lOq