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HomeMy WebLinkAboutBoys & Girls Club 2020-10-011 FOURTH AMENDED SUBLEASE AGREEMENT BETWEEN THE CITY OF UKIAH AND THE BOYS & GIRLS CLUB OF UKIAH This amended sublease agreement is amended for a third time, effective October 1, 2020, 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 the Ukiah Valley Cultural & Recreational Center dba Alex Rorabaugh 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 Third Amended Sublease Agreement replaces in their entirety the sublease agreements for the Leased Premises. The Sublessor leases the premises located at 1640 S. State Street, Mendocino County, California ("Alex Rorabaugh Recreation 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 Alex Rorabaugh 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 Sublessor to negotiate and enter sublease agreements for all or part of the Alex Rorabaugh Recreation 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 Recreation 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 to in writing. SECTION TWO: TERM The term of this sublease shall commence on October 1, 2020 and terminate on October 1, 2025, 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 five (5) years. However, within 60 days prior to the end of the term, the parties shall review their experience. Upon completion of that review, either party shall have the option to notify the other party that it will not extend the lease -- and the lease shall terminate on October 31, 2025. If neither party gives notice as provided in this paragraph after the parties have conducted the review, upon mutual agreement of both parties this lease may be extended for up to five (5) additional one-year terms. City of· Ukiah COU No. 2021-137-A4 2 The extended lease term shall be subject to a review within 60 days 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. Rent for the Leased Premises shall be $2,500.00 per month. Rent payments under this lease include the cost of utilities which will be furnished by Sublessor. 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, at 200 South School Street, unless the check is returned for insufficient funds, in which event "received" will mean credit in immediat ely 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 balance, until pai d in full. Late fees and interest shall be considered part of the rent due hereunder. Pursuant to Ca. Civil Code §1671, the parties agree that the late fee represents a reasonable estimate of liquidated damages, because actual damages to Sublessor caused b y delinquent rent are impracticable or extremely difficult to fix. Their imposition is in addition to any other remedies Sublessor may have in law or in equity for failure to pay rent when due under the terms of this Lease, including, but not limited to, t ermination of the sublease. Failure to cure a rent delinquency within 45 days of the date the rent became delinquent shall furnish grounds to terminate this lease. SECTION FOUR: USE OF PREMISES Sub lessee shall use the Leased Premises in accordance with the requirements set fo1ih in Attachment A, 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 disturbs the peaceful enjoyment of other tenants or users of the Alex Rorabaugh Recreation Center or Grace Carpenter Hudson School. 3 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 l ease agreement shall result from a delay in delivering possession. SECTION EIGHT: REPAIRS AND MAINTENANCE Routine cleaning and maintenance shall be performed by Sublessor and Sublessee as specified in Attachment A. Sublessor shall be responsible for maint enance or repairs not covered by Attachment A, 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 Premise s. 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 Sublessee'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 Pre mises 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 th e 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. SECTION ELEVEN: ENTRY ON PREMISES BY SUBLESSOR A. Sublessor reserves the right to enter at any time upon the Leased Premises in connection with its management of the Alex Rorabaugh Recreation Center, including those portions of the Leased Premises subject to Sublessee 's exclusive and non-exclusive use and to inspect them, except that Sublessor shall give Sublessee 24 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 4 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. B. In compliance with BGCU policies, the City of Ukiah will furnish BGCU with a list of employees that have been Live -Scanned, have passed the back- ground check, and may be accessing the BGCU rented space in the course of their duties at the facility. The City will furnish updates to the list as they occur. SECTION TWELVE: SIGNS, AWNINGS, AND MARQUEES INSTALLED BY SUBLESSEE A. Except as stated in 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 objectionabl e. 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 Recreation 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 an d 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. 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 Recreation 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 occurr ing at the Alex Rorabaugh Recreation 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 pai1 of the Leased Premises without first obtaining the written consent of Sublessor. Consent by Sublessor shall not be consent to a subsequent assignment, 5 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 Sublessor 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 Sub lessee 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 te1minate this subleas e and retake possession of the Leased Premises and any improvements thereon. Alternatively, if Sublessee successfully petitions a bankruptcy court under 11 U.S.C. §365, or any successor statute, to assume this sublease as an executory contract or lease, th e 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 o f written notice from Sublessor of any breach to correct the conditions specified in the notice. If the corrections cannot be made within the 45-day period, Sublessee shall have a reasonable time to correct the default if action is commenced by Sublessee w ithin 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 I 161, 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 re-let 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 6 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 re-letting the premises (a) to reduce Sublessee' s indebtedness to 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 S ublessee, 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 Section 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. 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 requir ed or permitted by this agreement shall be given, by either party to the other, and delivered personally, by fax with acknowledgment of receipt, 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: 7 To Sublessor: City of Ukiah, 200 S. School St., Ukiah, CA 95482. FAX: 463 -6204 To Sublessee: Boys & Girls Club of Ukiah, PO Box 67, Ukiah, CA 95482. The address or fax number to which any noti ce, 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. Entered on the effective date: Sage Sangiacomo City Manager Liz Elmore, Chief Executive Officer Boys & Girls Club of Ukiah ATTACHMENT A TO SUBLEASE AGREEMENT BETWEEN ARRC AND BGCG 1. General Comments • 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 ARRC. • All signage will be compliant with local county ordinances. • The City will provide BGCU with a 24 -hour notice before it enters the premises to preform required, non-emergency maintenance and repairs, or to make additions, alterations, or modifications to any part of the building in which BGCU is located. (Third Amended Sublease Agreement, section eleven, paragraph A) • The City will use its best efforts to notify BGCU in advance when repairs and maintenance are to occur. • BCGU will continue to have access to the Grace Hudson Elementary School playground when its programs are in session. • BGCU is permitted to use H25 Custodial room for storage of basic supplies. The room must remain clean and orderly at all times. • The "North Patio" may be utilized by the BGCU during program hours. • BGCU will be allowed to maintain a storage container on the "No rth Patio" • Unsupervised children are never allowed in the ARRC facility. 2. Welcoming and Directing Traffic • BGCU will utilize the reception area for the checking in and out of clients during program hours. • BGCU will adjust ingress and egress routes based on other activities and events in the ARRC and gym. Primary route to and from the blacktop and playground area is through the man lobby but this may be altered due if necessary. 3. Scheduling • Scheduling of the community center will be the sole responsibility of the City. • The City and BGCU will meet quarterly to create a schedule of use for BGCU. • The City and BGCU agree to use flexible joint scheduling to achieve the best use of the facility for everyone. • BGCU will be notified in writing of third party usage of BGCU campus as far in advance as possible. 4. Use of Facilities for BGCU • Boys & Girls Club of Ukiah will have use of the following space(s) during operational hours which are: Boys & Girls Club of Ukiah's hours of operation are: Monday through Friday 7:00am- 9:00pm- This time includes Office Hours, Program Hours, and Clean Up. • Program Hours are: each weekday directly after school (various times in accordance with early out days for public and private school release times) until 7:00p.m. Additionally BGCU will have these spaces during ALL school break days from 7:00 a.m.- 6:00p.m. Monday through Friday. • All rooms may be used as rental space outside of BGCU Program Hours unless defined herein as "exclusive". • Boys & Girls Club will notify the City in writing as far in advance possible of days it will not be having programming at the ARRC. • Additional programming times will be provided for other BGCU programs such as parents' night out and teen nights taking place each Thursday night. Additional times may be in or outside of Operational Hours. A. Shared Counter Space in Lobby/Foyer (Hl2) • Use of counter during program hours for checking in and out of clients. • 20% dedicated storage cabinets under counter. • Wall space and signage in this space is monitored/authorized by City. • BGCU will maintain one large wall mounted bulletin board and one rolling bulletin board on which to post program information near the reception area. B. . • • Office Space (HS, H6, and H22) BGCU will have exclusive use of three (3) offices: HS, H6 and H22. Due to privacy issues, BGCU will be 100% resp onsible for all janitorial in their offices. No rentals are allowed in HS, H6, or H22. C. Games/Multipurpose Room (Hl) • Exclusive use of games room & counter (HI) during BGCU program hours • 100% exclusive use of storage cabinets behind counter • 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 large equipment or furnishings that remain in shared areas will be subject to shared uses by other users of the ARRC and agreed to by the City and the BGCU. • BGCU is responsible for daily cleaning of HI. • The City will provide twice yearly carpet cleaning in this space. D. . • • E. • • • • • F. • .• • Bathrooms (west of Hl) BGCU will have exclusive use of restrooms H26 & H27; 2 restrooms west of the Games room during program hours. These restrooms will be available to other users during non BGCU program hours. BGCU will monitor these restrooms during program hours to maintain a reasonable level of cleanliness. The City will provide daily cleaning, maintenance and supplies for restrooms. Music Room (H30) Exclusive 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 of H30. The City will provide twice yearly carpet cleaning in this space. Library Room (H29) Exclusive use of this room during program h ours 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 of H29. • The City will provide twice yearly carpet cleaning in this space. G. Children Room (H23) • Exclusive 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 of H23. • The City will provide twice yearly carpet cleaning in this space. H. . • • • • • I. . . • • Arts & Crafts Room (H2) Exclusive use of this room during program hours. BGCU will maintain exclusive use of two refrigerators and cooking supplies in this room. 100% dedicated storage cabinets. Equipment in this area should be tidy and secure to allow for shared use. BGCU is responsible for daily cleaning of H2. The City will provide twice yearly floor maintenance i n this space or as needed upon request. Computer Room (H3) BGCU will have exclusive use of this room, as a computer lab and to secure any items they choose. Equipment in this area will be inventoried and maintained by BGCU. Due to privacy issues, BGCU will be 100% responsible for routine janitorial in this room. The City will provide twice yearly floor maintenance in this space upon arrangements with BGCU. J. Gymnasium • During the school year the BGCU is allowed a minimum of 5 hours per week or 20 hours per month of gym use. • If at any time share use is need BGCU will have access to the East side of the gym. for 2 hours a day. Any dual usage will be communicated to BGCU a month in advance. • Target times for BGCU's use during the school year are between 3:30-5:30 p.m. • During summer and holiday times the BGCU is allowed a minimum of 2 hours a day or 40 hours per month of gym use. • Target times during the summer and holiday times are 1:30 -4:30 p.m. • By arrangement with the city, BGCU will have additional access to the gym if not scheduled for use by other user. Requests for additional gym time are to be submitted for consideration in writing at the start of any given week for the following week, or as soon as possible. K. Kitchen (HlO) • BGCU additional use in this area will be authorized as space and scheduling allows. • BGCU is responsible for cleaning of HI0 after each use. • Access to the kitchen during school holidays for BGCU will be a priority. • When a rental potentially restricts access to the kitchen by the BGCU on school holidays, the City will notify the BGCU in writing in advance to allow the BGCU sufficient time to prepare an alternative to maintain its nutrition program. L. Conference Room (H7) • Exclusive use of this room during program hours from to 2:00pm to 5:00pm • BGCU will have 20% dedicated storage cabinets. Other than 20% storage cabinets, BGCU is not to use H7 to store equipment • BGCU is responsible for cleaning H7 after use, retaining an empty room for ease of other renters 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 cl aims 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, fom1, and amount of th e 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, fom1 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 t o 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, ce1iified 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: Insurance Services Office Commercial General Liability coverage (occur rence fom1 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 Sub lessee 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: $1,000,000.00 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: 1. 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 Addition al 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.