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HomeMy WebLinkAboutTapestry Family Services 2020-10-06COU No. 2021-138 SUBLEASE AGREEMENT BETWEEN THE CITY OF UKIAH And Tapestry Family Services The Sublease, made this 6th day of October 2020 by and between the City of Ukiah, hereinafter referred to as "Sublessor" and Tapestry Family Services in compliance with applicable state and federal laws, hereinafter referred to as "Subtenant". WITNESSETH: WHEREAS: 1. Sublessor subleases from the Ukiah Valley Cultural and Recreation Center (UVCRC"), a California non-profit public benefit corporation, the Alex Rorabaugh Center (the "ARC" or "the Leased Premises") in Mendocino County located at 1640 S State Street, Ukiah CA 95482, which is described in Exhibit A to the Sublease Between the UVCRC and the City of Ukiah, Dated February 15, 2011 ("the Lease"). 2. Under the management agreement, the City, acting as the agent for UVCRC, has the right to sublease all or any portion of the Leased Premises provided the subtenants use the Leased Premises for uses allowed under the Lease and otherwise are subject to the terms of the Lease that apply to subtenants. NOW, THEREFORE, the parties hereto agree that on the terms and conditions hereinafter expressed, Sublessor does hereby let to Subtenant and Subtenant does hereby hire from Sublessor, approximately 560 square feet of the ARC ("the Building") located on the Leased Premises, as depicted in the attached Exhibit 1, along with access to the parking area (collectively, the "Subleased Premises"). 1. TERM The term of this Sublease shall be month-to-month, commencing on the date set forth above. 2. RENT 2.1 On or before the 10th day of each month, commencing on November 1, 2020, and continuing on the 10th day of each month thereafter, Subtenant shall pay Sublessor rent for the Subleased Premises in the amount of $2,000.00. If rent due under this paragraph is not received by Sublessor on or before the tenth day of the month, Subtenant shall pay Sublessor a late fee of 10% of the monthly 1 rent. The imposition of this fee is in addition to any other remedies Sublessor may have for Subtenant's failure to pay rent when due under the terms of the Sublease. 2.2 Subtenant shall also pay any real property, possessory interest or personal property taxes, and assessments imposed on the Subleased Premises, property located on or affixed to the Sublease Premises or as a result of the Sublease, or the Subtenant's use of the Subleased Premises. 3. USE, UTILITIES, REPAIRS, MAINTENANCE 3,1 The Subleased Premises as set forth in Attachment A shall be used for general office business to be conducted by Subtenant. Subtenant shall not use or store in the Subleased Premises any hazardous or toxic substances, with the sole exception of reasonably necessary substances that are kept in reasonably necessary quantities for normal office operation, provided that their use and storage are in accordance with applicable laws. Subtenant shall not do or permit anything to be done on the Subleased Premises that will obstruct or interfere with the rights of other subtenants of the Leased Premises or injure or annoy them, or use or allow the Subleased Premises to be used for any unlawful purposes, nor shall Subtenant cause, maintain, or permit any nuisance or waste on or about the Subleased Premises. 3.1(a) At Subtenant's sole cost, Subtenant shall promptly comply with all laws and governmental rules now or later in force; with the requirements of any board of fire underwriters or other similar body now or in the future constituted; with any direction or occupancy certificate issued by public officers ("Legal Requirements"), insofar as they relate to the condition, use, or occupancy of the Subleased Premises. Excluded are (a) structural changes or changes to the electrical, mechanical, or plumbing systems of the Building, all to the extent not necessitated by Subtenant's acts or by improvements made for Subtenant, other than the tenant improvements to be made pursuant to this Sublease by Sublessor, if any; (b) alterations or improvements to the Building as a whole or the Premises of tenants generally that are not by law the subtenant's responsibility with which to comply; and work necessitated by defects in the construction of the Building. Sublessor shall comply in a timely manner with all Legal Requirements that are not Subtenant's responsibility under this Section to the extent noncompliance would adversely affect Subtenant's use or occupancy of the Premises. 3.1(b) Subtenant shall comply with all rules adopted by Sublessor regarding the use of the Leased Premises, the Building or the Subleased. Sublessor shall not be responsible to Subtenant for the nonperformance of any of these rules by any other tenant, subtenant or occupant of the Building, but Sublessor shall take 2 reasonable steps to enforce any rules, the nonperformance of which by other subtenants, if any, materially and adversely affects Subtenant in the use of the Subleased Premises. However, if any rule conflicts with any term, covenant, or condition of this Sublease, this Sublease shall prevail. In addition, no rules, or any subsequent amendments adopted by Sublessor shall alter, reduce, or adversely affect any of Subtenant's rights or enlarge Subtenant's obligations under this Sublease. 3.1(c) Sublessor may enter the Subleased Premises at reasonable hours and, except in the event of an emergency, on reasonable prior notice, to: (a) inspect the Premises; (b) exhibit the Subleased Premises to prospective purchasers, lenders, or subtenants; (c) determine whether Subtenant is complying with all obligations under this Sublease; (d) service alarm system; (e) post notices of non - responsibility; and (f) make repairs or perform maintenance required of Sublessor by this Sublease, make repairs to any space or utility services, or make repairs , alterations, or improvements to any other portion of the Building. However, all this work shall be done as promptly as reasonably possible and cause as little interference to Subtenant as reasonably possible. Subject to Sublessor's undertakings in the previous sentence, Subtenant waives any damage claims for inconvenience to or interference with Subtenant's business or loss of occupancy or quiet enjoyment of the Subleased Premises caused by Sublessor's entry. At all times Sublessor shall have a key with which to unlock the doors on the Subleased Premises, excluding Subtenant's vaults, safes, and similar areas designated as secure areas. In an emergency, Sublessor shall have the right to use any means that Sublessor deems proper to open Subtenant's doors and enter the Subleased Premises. Entry to the Subleased Premises by Sublessor in an emergency shall not be construed as a forcible or unlawful entry, or an actual or constructive eviction of Subtenant. 3.2 Damage by Subtenant shall be repaired by Sublessor at Subtenant's expense, although Sublessor may require a deposit from Subtenant to cover the estimated cost of the repairs as a condition of making the repair. The standard of maintenance shall equal that of commercial office buildings of a similar class in the City of Ukiah. • Any exterior damage must be reported by Subtenant to the Sublessor. 3.2(a) Sublessor shall furnish electricity for lighting and the operation of the office. • Both parties agree that rent for the Subleased Premises includes all costs for utilities. 3.2(b) Sublessor shall not be in default under this Sublease, nor be liable for any damages resulting from, nor shall the required rental be abated because of: (I) the installation, use or interruption of use of any equipment in connection with furnishing the previously listed services; (II) failure to furnish or delay in 3 furnishing these services, when failure or delay is caused by accident or conditions beyond the reasonable control of Sublessor or by necessary repairs or improvements to the Subleased Premises or to the Building; or (III) the limitation, curtailment, rationing, or restrictions on the use of water, electricity, gas or any other form of energy serving the Subleased Premises or the Building. Sublessor shall use reasonable efforts to diligently remedy interruptions in the furnishing of these services. 3.2(c) Upon receipt of a bill, Subtenant shall reimburse Sublessor for the cost of: (I) all heat or air conditioning provided to the Subleased Premises during hours requested by Subtenant when those services are not otherwise furnished by Sublessor; and (II) all power and cooling energy provided for supplementary air conditioning facilities in the Subleased Premises. Subtenant shall also pay the cost of any transformers, additional risers, panel boards, and other facilities, if reasonably required to furnish power for supplementary air conditioning facilities in the Subleased Premises. The cost of item shall be a per hour charge reflecting the electrical energy, labor and fixed plant costs (excluding depreciation) of operating the heating and air conditioning system. • For the purposes of section 3.4(c) the facility hours will be Monday through Saturday 8am to 8pm. 3.2(d) In the event that Sublessor, at Subtenant's request, provides services to Subtenant that are not otherwise provided for in this Sublease, Subtenant shall pay Sublessor's reasonable charges for these services on billing of Sublessor. 3.3 In addition to the monthly rental and other charges to be paid by Subtenant under this Sublease, Subtenant shall pay Sublessor for all of the following items (collectively, "Impositions") to the extent that Subtenant is directly responsible; possessory interest or other taxes imposed on the Subleased Premises, its contents or the activities conducted in them, to the extent not paid to the taxing entity by Subtenant. 3.4 Subtenant accepts the Subleased Premises as being in the condition in which Sublessor is obligated to deliver the Subleased Premises, subject to the subtenant improvements, if any, that Sublessor has agreed to make. At all times during the term of this Sublease and at Subtenant's sole cost, Subtenant shall keep the Subleased Premises in good condition and repair; exceptions are ordinary wear and tear and damage to the Subleased Premises by fire, earthquake, ordinary wear and tear and damage to the Subleased Premises by fire, earthquake, or act of God or the elements. Subtenant waives all rights to make repairs at the expense of Sublessor or instead to vacate the Subleased Premises, and Subtenant further waives the provisions of Civil Code §§1941 and 1942.with respect to Sublessor obligations under this Sublease. At the end of the term of the Sublease, Subtenant shall surrender to Sublessor the Subleased Premises and all Alterations that are to remain in the Subleased Premises in the 4 same condition as when received; exceptions are ordinary wear and tear and damage by fire, earthquake, or act of God or the elements. Sublessor has no obligation and has made no promise to alter, remodel, improve, repair, decorate, or paint the Subleased Premises, except as specifically set forth in this Sublease. Sublessor has made no representations respecting the condition of the Subleased Premises or the Building, except as specifically set forth in this Sublease. 4. ALTERATIONS 4.1 Subtenant shall not make any alterations to the interior or exterior of the Subleased Premises without the prior written consent of the Sublessor. Sublessor may, but need not, require the Subtenant to furnish drawings, plans or specifications for any proposed alterations, which the Sublessor may review prior to authorizing any such alterations. 4.2 Subtenant shall keep the Subleased Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Sublessor may have posted on the Subleased Premises any notices that may be provided by Law or that Sublessor may deem proper for the. protection of Sublessor, the Subleased Premises, and the Building from those liens. Subtenant may contest any lien for which Subtenant is responsible under this Section, provided that Subtenant shall have caused the lien to be bonded against. 5. HOLD HARMLESS AND LIABILITY INSURANCE 5.1 Indemnification. UVCRC and Sublessor shall not be liable for and are free from the cost of any damages for personal injury or property damage resulting from the use made by Subtenant of the Subleased Premises, any defective condition or faulty construction of the Subleased Premises existing at the time of letting or arising thereafter and Subtenant covenants and agrees to indemnify and save harmless UVCRC and Sublessor and their officers, agents and employees from and against any and all claims, liability, loss, cost, or other obligation, including reasonable attorneys' fees, on account of or arising out of Subtenant's use of the Subleased Premises. 5.2 Liability insurance. Subtenant covenants and agrees during the life of this Sublease at Subtenant's sole expense to comply with the requirements of Exhibit 2, Insurance Requirements (No Auto Risks) attached hereto and incorporated herein by reference. 6. ASSIGNMENT Subtenant is a service based agency which coordinates the delivery of services with partner agencies. During the course of business the Subtenant may utilize 5 their leased premises for their own business activities as well as the business activities of their partner agencies. In the event that the Sublessor and the Subtenant disagree on the use of the leased premises by the partner agencies, the Sublessor and the Subtenant will meet and confer. . OWNERSHIP OF IMPROVEMENTS If Subtenant installs any permanent improvements, in accordance with paragraph 4 of this Sublease, or otherwise, such improvements shall become a part of the Subleased Premises and title to said improvements shall be vested in the Sublessor upon termination of this Sublease. Sublessor shall have the right to demand that Subtenant restore the Subleased Premises to the condition it was in prior to the date this Sublease is made and if such demand is made, Subtenant shall so restore the Subleased Premises within (10) days of the date such notice is given. 8. TERMINATION Notwithstanding any other provision of this Sublease to the Contrary, the parties shall have the right to terminate this Sublease under the following circumstances. 8.1 Upon thirty (30) days prior written notice to the other party, Sublessor and Subtenant shall have the mutual right to terminate the Sublease for any reason. 8.2 Either party shall have an immediate right to terminate this Sublease without prior notice to the other party other than that required by law for any breach of a term of the Sublease by the other party, including, but not limited to, the Subtenant's obligation to pay rent or provide liability insurance. 8.3 The remedies provided in this Sublease are in addition to any other remedies available to Sublessor at law, in equity, by statute, or otherwise. 8.4 Agreements and provisions to be performed by Subtenant under this Sublease shall be at Subtenant's sole cost and without abatement of rental, except as specifically provided in this Sublease. If Subtenant (I) fails to pay any sum of money, other than rental, required under this Sublease, or (II) fails to perform any other act under this Sublease, Sublessor may, without waiving or releasing Subtenant from any obligations of Subtenant, make payment or perform other acts required by this Sublease on Subtenant's behalf. All sums paid by Sublessor and all necessary incidental costs shall be payable to Sublessor on demand and shall constitute additional rental under this Sublease. 8.5 If, over Sublessor's objection, Subtenant holds possession of the Subleased Premises after expiration of the term of this Sublease or expiration of the 6 holdover tenancy, Subtenant shall be deemed to be a tenant -at -sufferance and, without limiting the liability of Subtenant for unauthorized occupancy of the Premises, Subtenant shall indemnify Sublessor and any replacement subtenant for the Subleased Premises for any damages or loss suffered by either Sublessor or the replacement subtenant for the Subleased Premises for any damages or loss suffered by either Sublessor or the replacement subtenant resulting from Subtenant's failure to vacate the Subleased Premises in a timely manner. 9. ATTORNEY'S FEES If either party to this Sublease prevails in any legal proceeding to enforce the terms of the Sublease, that party shall recover its reasonable attorney's fees from the other party. 10. NOTICE Whenever notice is required to be given under this Sublease, it shall be deemed given when personally delivered by fax, email or 48 hours after it is deposited in the U.S. Mail with first class postage properly affixed and addressed as follows: Sublessor Subtenant City of Ukiah 300 Seminary Ave Ukiah, CA 95482 Attn: Sage Sangiacomo Recreation Supervisor Email: ssangiacomo@cityofukiah.com 11. WAIVER Tapestry Family Services 169 Mason St, Ste 300 Ukiah, CA 95482 Attn: Natalie Shepard Executive Director Email: natalies@tapestryfs.org Waiver of any breach of this Sublease, including the failure to pay rent or obtain prior approval for an assignment of the Sublease, shall not be deemed a waiver of any subsequent breach of the same or a different provision of the Sublease. 12. PARAGRAPH HEADING 7 Paragraph headings are included for the convenience of the parties and are not intended to define or limit the scope of this Sublease. 13. PREVIOUS AGREEMENT Any and all existing statements or agreements, whether oral or written, or renewals thereof between the parties hereto, covering the same subject matter, are hereby cancelled and superseded by the terms of this Sublease, and such prior agreements, statements or understandings shall have no further force or effect. 14. DUPLICATE ORIGINALS This Sublease may be executed in one or more duplicate originals bearing the original signature of both parties and when so executed any such duplicate original shall be admissible as proof of the existence and terms of this Sublease. Entered on the date reference above: October 6, 2020 Sage Sangiacomo, City Manager City of Ukiah ii Nat a le hep d, Executive Dire Tapestry Family Services 8 Attachment A to Sublease Agreement between Tapestry Family Services and the City of Ukiah 1: General Comments • Tapestry will be allowed reasonable signage in locations approved by the City of Ukiah. • All signage will comply with local ordinances. • The City will make reasonable effort to schedule repairs and maintenance outside of daily program and activity hours. • Tapestry will be notified as far in advance as possible when repairs and maintenance will occur. 2: Scheduling • Scheduling of the Community Center is the sole responsibility of the City. • The City and Tapestry will meet quarterly to establish schedules for use of shared spaces. Both parties agree to be flexible and maintain the best use of the facility for the community. 3: Use of Facilities A: Office Space: Tapestry will have exclusive use of the front office suite (H13, H14 and H15) and the first small office beyond the first glass doors (H20). Tapestry will be 100% responsible for providing all janitorial services within their offices. B: Conference Rooms (H11, H7 and Kitchen H10): The goal of the City is to schedule paying rentals into these conference rooms. Tapestry is allowed use in these areas when scheduling and space allows for no additional cost. Tapestry will be responsible for cleaning these spaces after each use. C: Shared Counter Space in Lobby/ Foyer (H12): Tapestry may schedule use of the counter and lobby during programming for checking in and out of clients as needed. Boys and Girls Club also uses this space and as such, times of use may overlap. Tapestry will be allowed a bulletin board or free-standing sign in the lobby on which to post program information.