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HomeMy WebLinkAbout11-City Manager c c CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Lori Sassoon, Assistant City Manager Subject: Resolution of the Mayor and Common Council of the City of San Bernardino amending Resolution 2008-390, which authorized the Lease Agreement by and between the City of San Bernardino, the County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc, for property located at 503, East Central A venue, San Bernardino, CA. Dept: City Manager's Office Date: March 19, 2009 Meeting date: April 6, 2009 Synopsis of Previous Council Action: . October 6, 2008 - Resolution 2008-390 approving the Lease Agreement by and between the ' City of San Bernardino, the County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc, for property located at 503 East Central Avenue, San Bernardino, CA- . September 15, 2008- Item was continued until October 6, 2008 . September 2, 2008 - Resolution 2008-340 ratifying the City Manager's execution of Amendment No. I to the License and Indemnification Agreement. . July 7, 2008 - Resolution 2008-279 authorizing the execution of a License and Indemnification Agreement by and between the City, the County of San Bernardino, and the High Desert Partnership in Academic Excellence for property located at 503 East Central Avenue. Recommended motion: Adopt resolution. (jj~ Signature Contact person: Lori Sassoon Phone: 384-5122 Supporting data attached: Staff Report, Resolution and Agreement Ward: I FUNDING REQUIREMENTS: Amount: none Source: (Acct. No.) (Acct. Description) Finance: C Council Notes: Agenda Item No, -11 If,(P'cr{ c c ,- "- CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT Subiect: Resolution of the Mayor and Common Council of the City of San Bernardino amending Resolution 2008-390, which authorized a Lease Agreement by and between the City of San Bernardino, the County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc, for property located at 503 East Central Avenue, San Bernardino, CA. Backl!:round: On October 6, 2008, the Mayor and Common Council directed the City Manager to execute a Lease Agreement between the City, County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc, for property and buildings used by the Norton Space and Aeronautics Academy, The Lease Agreement was subsequently signed by the Chairman and Clerk of the County of San Bernardino Board of Supervisors on December 16, 2008, and the High Desert Partnership on January 13,2009, These three signatures exceeded the sixty (60) day period allowed for execution of the Lease Agreement in Resolution 2008-390 (Attachment A). Amending the authorization period in Resolution 2008-390 from sixty (60) days to two hundred (200) days will provide for the timely execution of the Lease Agreement by all parties. Fiscal Imnact: None. Recommendation: Adopt resolution, o o o Attachment "A" 1 2 3 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 RESOLUTION NO. 2008-390 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE LEASE AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO, THE COUNTY OF SAN BERNARDINO, AND THE mGH DESERT PARTNERSmp IN ACADEMIC EXCELLENCE FOUNDATION, INC., FOR PROPERTY LOCATED AT 503 EAST CENTRAL AVENUE, SAN BERNARDINO, CA. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF mE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The City Manager is hereby authorized and directed to execute on behalf of the City, a Lease Agreement by and between the City of San Bernardino, the County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc. which does business as the Norton Space and Aeronautics Academy, relating to certain real property at 503 East Central Avenue, San Bernardino, CA. A copy of the Lease Agreement is attached as Exhibit "A" and incorporated herein by reference. SECTION 2. Authorization granted hereunder shall expire and be void and of no further effect if the agreement is not executed by all parties and returned to the Office of the City Clerk within sixty (60) days folloWing the effective date of the resolution. III III III III III III III III !II 4-~~ f{el';"'~t:>nI,,,f p.,e :t:J;/I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ........ 27 .---. ....... 2008-390 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE LEASE AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO, THE COUNTY OF SAN BERNARDINO, AND THE mGH DESERT PARTNERSHIP IN ACADEMIC EXCELLENCE FOUNDATION, INC., FOR PROPERTY LOCATED AT 503 EAST CENTRAL AVENUE, SAN BERNARDINO, CA. I HEREBY CERTIFY that the foregoing ResolutioI] mii: duly adopted by the Mayor and Common Council of the City of San Bernardino at a ~A8'lh? meeting thereof, held on the ...6.th day of O"tnbu . 2008, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA x BAXTER x BRINKER x DERRY x KELLEY x JOHNSON x MCCAMMACK x Q~ ,ft. ~ '-' City Clerk The foregoing resolution is hereby approved this 97JI day of October 2008. .~ ~ --.a-- r Patric J. MOrriS,~ . San Bernardino Approved as to Form: 28 o o o CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT Subiect: Resolution of the Mayor and Common Council of the City of San Bernardino approving the Lease Agreement by and between the City of San Bernardino, the County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc, for property located at S03 East Central Avenue, San Bernardino, CA. Back2round: The City, County of San Bernardino, and the Norton Space and Aeronautics Academy (NSAA) entered into a License and Indemnification Agreement on July 7, 2008, permitting the NSAA to make the needed improvements to the former Mill Community Center, which is west of the former Norton Air Force Base. In order to allow NSAA to commence school operations on August 2S, 2008, the parties signed Amendment No. I to the License and Indemnification Agreement. Although, the License and Indemnification Agreement expired on September 16, 2008, the Agreement currently serves as an interim agreement from day to day, until a long-term lease agreement between the City, County of San Bernardino and the NSAA is approved by Council. The twenty-year Lease Agreement was to be approved by City Council on September IS, 2008; however, several sections of the Lease Agreement omitted the word "City", when referencing both the City and County. Revisions to the Lease Agreement by County Counsel to replace "County" with "County and/or City", has been signed by NSAA. The original agreement was approved by the County Board of Supervisors on September 9, 2008, and an amendment to the agreement fixing the "City" omissions will be approved by the County Board of Supervisors within the next 60 days. The term of the Lease Agreement is from June I, 2008 to May 31,2028. Annual rent paid to the City and County by the NSAA for the 14.2 acres, including buildings, and other improvements will be $1. The NSAA, at their sole cost, will maintain the location covered in the lease, including all buildings, grounds, and other property improvements. The NSAA will not make any structural or exterior improvement without the prior consent of the City and County and will do so at their own cost. Furthermore, a list of mandatory improvements and modifications, including the construction of a Head Start Facility, shall be made by the NSAA at their own cost. Upon the termination of the Lease Agreement, the location shall be returned to the City and County in good condition and all modular classroom structures will be removed. The NSAA is run by the same consortium that created the Lewis Center for Education Research, a school facility in Apple Valley supported by Congressman Jerry Lewis. The NSAA opened on Monday, August 2S, and began with 183 students. Up to 300 students will be accepted the first year and the NSAA will add a grade level each year until the school is K-12. Fiscal Imoact: None Recommendation: Adopt resolution. 4-6-o~ -a,J 1'....3'" ,/ "w...h"d",f 011,1 -:#11 c 1 2 3 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 c o RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AMENDING RESOLUTION 2008-390, WHICH AUTHORIZED A LEASE AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO, THE COUNTY OF SAN BERNARDINO, AND. THE WGH DESERT PARTNERSWP IN ACADEMIC EXCELLENCE FOUNDATION, INC., FOR PROPERTY LOCATED AT 503 EAST CENTRAL A VENUE, SAN BERNARDINO, CA. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Resolution 2008-390, adopted on October 6, 2008, authorized and directed the City Manager to execute on behalf of the City, a Lease Agreement by and between the City of San Bernardino, County of San Bernardino and the High Desert Partnership in Academic Excellence Foundation, Inc. which does business as the Norton Space and Aeronautics Academy, relating to certain real property at 503 East Central Avenue, San Bernardino, CA. The Lease Agreement was subsequently signed by the Chairman and Clerk of the County of San Bernardino Board of Supervisors on December 16, 2008, and the High Desert Partnership in Academic Excellence Foundation, Inc. on January 13, 2009. These signatures exceeded the sixty (60) day period allowed for execution of the Lease Agreement in Resolution 2008-390. A copy of the fully executed Lease Agreement is attached as Exhibit "A" and incorporated herein by reference. SECTION 2. Section 2 of Resolution 2008-390 is hereby amended to read as follows: "Authorization granted hereunder shall expire and be void and of no further effect if the agreement is not executed by all parties and returned to the Office of the City Clerk within two hundred (200) days following the effective date of the resolution." III III III rJ" 5i~"J ~ -6 -d'I -#/1 c c c 1 2 3 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 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AMENDING RESOLUTION 2008-390, WHICH AUTHORIZED A LEASE AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO, THE COUNTY OF SAN BERNARDINO, AND THE WGH DESERT PARTNERSHIP IN ACADEMIC EXCELLENCE FOUNDATION, INC., FOR PROPERTY LOCATED AT 503 EAST CENTRAL AVENUE, SAN BERNARDINO, CA. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the _ day of ,2009, by the following vote, to wit: Council Members; AYES NAYS ABSTAIN ABSENT ESTRADA BAXTER BRINKER SHORETT KELLEY JOHNSON MCCAMMACK City Clerk The foregoing resolution is hereby approved this day of 2009. Patrick J. Morris, Mayor City of San Bernardino Approved as to Form: JAMES F. PENMAN, City Attorney By: c c c COUNTY OF SAN BERNARDINO LEASE AGREEMENT TENANT: THE HIGH DESERT PARTNERSHIP IN ACADEMIC EXCELLENCE FOUNDATION, INC. 17500 Mana Road Apple Valley, CA 92307 COUNTY: COUNTY OF SAN BERNARDINO Real Estate Services Department 825 East Third Street San Bemardino, CA 92415-0832 CITY: CITY OF SAN BERNARDINO 300 North "0" Street San Bemardino, CA 92307 PREMISES: 503 East Central Avenue San Bemardino, Califofnia TERM OF LEASE: Twenty (20) years COMMENCEMENT DATE OF LEASE: June 1, 2008 ANNUAL REVENUE: $1.00 COUNTY CONTRACT NUMBER: DOCUMENT NUMBER Af,ID REVISION DATE: No.2109626 8/25/08 DATE TYPED: August 25,2008 2008-390 Exhibit "A" 2008-390 TABLE OF CONTENTS 0 PARAGRAPH CAPTION PAGE 1 PARTIES 1 2 PREMISES LEASED 1 3 TERM 1 4 CONSIDERATION 1 5 RETURN OF PREMISES 2 6 TAXES 2 7 USE 2 8 HEALTH, SAFETY & FIRE CODE REQUIREMENTS 2 9 SIGNS 2 10 MAINTENANCE 3 11 ALTERATIONS AND TENANT IMPROVEMENTS 4 12 FIXTURES 5 13 UTILITIES 5 14 HOLD HARMLESS 5 15 INSURANCE 5 16 DESTRUCTION OF PREMISES 7 17 COUNTY'S AND CITY'S ACCESS TO PREMISES 7 18 NOTICES 8 19 INCORPORATION OF PRIOR AGREEMENT 8 C 20 WAIVERS 9 21 AMENDMENTS 9 22 SUCCESSORS 9 23 SEVERABILITY 9 24 TIME OF ESSENCE 9 25 QUIET ENJOYMENT 9 26 PROVISIONS ARE COVENANTS & CONDITIONS 9 27 CONSENT 9 28 EXHIBITS 9 29 LAW 9 30 JURY TRIAL WAIVER 9 31 ATTORNEYS' FEES AND COSTS 10 32 VENUE 10 33 CAPTIONS, TABLE OF CONTENTS & COVER PAGE 10 34 SURVIVAL 10 i 35 BROKER'S COMMISSIONS 10 , 36 ESTOPPEL CERTIFICATES 10 I I 37 SECURITY DEPOSIT 11 38 ASSIGNMENT AND SUBLETTING 11 39 TERMINATION 12 I 40 FORMER COUNTY AND CITY OFFICIALS 12 I I 41 MISREPRESENTATIONS 13 i 0 42 DISCLOSURE 13 , 43 DEFAULT 'AND RIGHT TO TERMINATE I 13 '44 INTERPRETATIONS 17 I 45 ENTIRE AGREEMENT 17 I 46 AUTHORIZED SIGNA TORS 17 , I i 2008-390 o SIGNATURES Exhibit "A" - Premises Description Exhibit "B" - Premises Specifications Exhibit "C" - List of Former County Officials Exhibit "D" - Head Start Facility Specifications c o o o o 2008-390 LEASE AGREEMENT 1. PARTI~S: This lease is made between COUNTY OF SAN BERNARDINO ("COUNTY") and CITY OF SAN BERNARDINO ("CITY") jointly and severally as landlord, and THE HIGH DESERT PARTNERSHIP IN ACADEMIC EXCELLENCE FOUNDATION, INC. ("TENANT") as tenant, who agree as follows: 2. PREMISES LEAS~ COUNTY and CITY lease to TENANT and TENANT leases from COUNTY and CITY the 14.2 acres, that the TENANT will occupy upon build- out of the improvements described herein, including buildings, real property and other improvements, with parking spaces, including handicapped parking, at 503 East Central Avenue, San Bemardino, Califomia ("Premises"), as more particularly described In Exhibit "A", Premises Description. The Premises expressly excludes all portions of the property located at 503 East Central Avenue which will be solely occupied by the COUNTY and/or CITY, such as park and playfleld areas. 3. TERM: This lease shall commence on June 1, 2008, and continue thereafter until May 31,2028 ("Term). In the event the Term commences prior to the date specified for the commencement of the Term as a result of COUNTY and CITY making the Premises available and TENANT's written acceptance of early possession of the Premises, the ending date of the Term shall remain the same. The lease may be extended upon mutual written agreement of the parties. In the event a party intends not to pursue suchan extension and allow the lease to expire after the initial Term, such party shall provide written notice of such determination at least six (6) months prior to the expiration of the Term. 4. CONSIDERATlQN: TENANT in consideration for the lease: a. TENANT shall pay in advance to COUNTY, which shall administer the terms of this Lease on behalf of both the COUNTY and CITY, the annual rental of ONE DOLLAR and NO/1oo Dollars ($1.00) per year for the full twenty year term of this lease when the Term commences. The rent required under this lease shall supersede aU fees required under any prior license agreements with respect to the Premises between the parties to this agreement. b. The CITY shall retain the option to use the swimming pool facility and area, and may close and demolish same at any time in its sole discretion. c. It is understood and agreed that the COUNTY and CITY shall have the right to joint use of the Premises subject to the agreement of all parties. d. TENANT shall provide a guaranteed area for Head Start that meets the then-current faderal specifications for such a facility, a copy of the specifications in effect at the time of this lease is set forth in Exhibit "D", Head start Facility Speciflcatlons. TENANT shall acknowledge that the current location / configuration of Head Start facilities' meets said lIpecifications. Concurrent with TENANTs construction of the 1 o c 2008-390 improvements described in Exhibit "B" hereto, TENANT shall, at its own cost, make the additional improvements to the Premises set forth in Exhibit "D" relating to construction of a new Head Start educational facility ("Head Start Facilityj. TENANT further warrants and agrees that during the course of construction of the Head Start Facility, TENANT will provide classrooms in a like kind and number to those already in use on the Pnmlises by the COUNTY's Head Start program, to accommodate the uninterrupted operation of Head Start classes during construction of the new Head Start Facility. 5. RETURN OF PREMli~'; The TENANT agrees that it will, upon any termination of this lease, retum the Premises in as good condition and repair as the Premises now are or shall hereafter be put; reasonable wear and tear excepted; and remove any and all modular classroom structures which TENANT may place on the Premises during TENANrs occupancy of the Premises. 6. TAXES: TENANT is currently a tax exempt entity and does not anticipate incurring any tax liability as a result of this agreement. However, if applicable, TENANT shall pay before delinquency any and all property taxes, assessments, fees, or charges, including possessory interest taxes, which may be levied or assessed upon any personal property, improvements or fixtures installed or belonging to TENANT and located within the Prernises. TENANT shall also pay all license or permit fees neC:essaryor required by law for the conduct of its operation. TENANT recognizes and understands that this lease may create a possessory interest subject to property taxation and that the TENANT may be subject to the payment of property taxes levied on such interest. 7. USE: This lease is limited to the purpose of a neighborhood educational facility to accommodate school grades. kindergarten through high school, to provide a charter school educational facility on the portion of the Premises identified as the Premises which is the subject of this Lease, and as further described in Exhibit "A" hereto. TENANT shall not use the Premises for any other purpose. 8. HEALTH. SAFETY At<<lfIB.E CODI; REQUIREMENTS: As a condition precedent to the existence of this lease, TENANT at its sole expense will ensure the Premises meet the applicable requirements of the Health, Safety, Fire and Building Codes, including any requirements for a notice of completion, certificate of occupancy and the Americans with Disabilities Act C'ADAj. Should the. continued occupancy of the leased Premises be in any way prejudiced or prevented due to changes in the ADA or the Health, Safety or Fire Codes, the TENANT herein shall correct, update and comply with said changes at TENANrs cost. 9. SIGNS: TENANT will display from the windows and/or marquee of the Premises only such sign or signs as are not prohibited by law, and which are approved by COUNTY and CITY. . 1/1/ . C 1/1/ 2 o o c 2008-390 10. MAINTENANCE: a. TENANT at its sole and separate cost shall maintain in good condition and within recognized industry standards all portions of the Premises used and/or occupied by the TENANT, including but not limited to the following: (1) The structural parts of the building and other improvements that are a part of the Premises, which structural parts include the foundations, bearing and exterior walls (including glass and doors), subflooring, and roof; (2) The electrical, plumbing, and sewage systems, including, without limitation, those portions of the systems lying outside the Premises; (3) Window frames, gutters, and downspouts on the building and. other improvements that are a part of the Premises; (4) Air conditioner, heating and ventilating systems serVicing the Premises (additionally, air conditioning and heating filters are to be changed quarterly); (5) The grounds, including all parking areas and outside lighting, grass, trees, Shrubbery and other flora, and; (6) Interior maintenance and janitorial services. b. TENANT shall have no obligation or responsibility to maintain or otherwise repair any portion of the property located at 503 East Central Avenue that is solely used or occupied by the COUNTY and/or CITY. c. COUNTY and CITY at their.cost shall repair the Premises if they are damaged by acts or omissions of COUNTY or CITY or their authorized representatives. d. TENANT shall have ten (10) days after notice from COUNTY or CITY to perform its obligation under this paragraph, except that TENANT shall perform its obligations immediately if the nature of the problem presents a material hazard or emergency. Provided, however, if the nature and/or extent of TENANT's obligation is such that more than ten (10) days are reasonably required to complete, then TENANT shall not be in default if TENANT commences its obligation within said ten (10) day period and thereafter diligently prosecutes its obligation to completion. If TENANT does not perform its obligations within the time 'imitations in this paragraph, COUNTY and/or CITY after notice to TENANT can perform the obligations and have the right to be reimbursed for the sum COUNTY or CITY actually and reasonably expends (including charges for COUNTY and/or CITY employees and equipment) in the performance of TENANT's obligations. Any notice or demand conceming a material hazard or emergency may be made orally, by telephone or otherwise, provided that written confirmation is given within five (5) days after the oral notice or demand is made. Such confirmation shall be made as provided in Paragraph 18, NOTICES. ] o o o 2008-390 11. ALTERATIONS. IMPROV_NTS. AND ADDITION OF MODULAR CLASSROOM UNITS TO lH&PRD'lISES: (a) TENANT shall not make any structural or exterior improvements or alterations, or add modular classroom units to the Premises without the prior consent of the COUNTY and CITY. (b) TENANT, at its cost, agrees to make the improvements to the Premises set forth in Exhibit "B", including the addition and installation of modular classroom units on the Premises Specifications ("Improvements"). Notwithstanding the provisions of Paragraph 4(d), when TENANT commences construction of facilities for its primary program students (grades Kindergarten through Second), it will relocate the COUNTY's head Start facilities to an altemate location at the same time. TENANT acknowledges and agrees that upon the termination of this Lease, TENANT shall, at its cost, remove any and all classroom modular units placed on the Premises during TENANT's occupancy of the Premises. (c) TENANT understands and agrees not to make any modifications to the improvement plans and specifications as set forth in Exhibit "B",Prernises Specifications, without first obtaining approval in the fonn of an amendment to this Lease. Any Changes to these plans and specifications will be at the expense of the TENANT and not the COUNTY or CITY. (d) In the event TENANT contracts for the construction of any portion of the Improvements set forth in Exhibit "B", Premises. Specifications, TENANT shall comply with the applicable portions of Labor, Code Section 1720;2 and 1770 at seq. regarding general prevailing wages. (e) TENANT, at its sole expense, must provide all site plans (including elevations of the. building and details of the exterior finish), space design plans, construction plans, and a complete set of the bid drawings and specifications to the COUNTY and CITY. The bid drawings shall be on reproducible transparent vellum with the architect'slengineer's professional stamp and signature, and also provided to COUNTY and CITY on a compact diso-recordable (CD-R). The file fonnat for the CD-R Copy shall be compatible with M5-00S and AutoCAO 2002 software (.dwg file extension). The specifications shall be submitted as a reproducible hardcopy and copied on a CD-R with fonnats compatible with MS-DOS and Microsoft Word. TENANT agrees and understands that it will construct on the Premises during the period immediately following execution of this Lease, those Improvements shown on the space design and site plans prepared by TENANT and approved by COUNTY and CITY. The Improvements shaD be constructed in accordance with Paragraph 8, .HEALTH. SAFETY AN~ C;:Q.12g ~, and Exhibits "B", Premises Specifications, and "0", Head Start Facility . Specifications. 4 o o o 2008-390 12. ~ TENANT shall have the right during the Tenn(s) of this lease to install sheMng and fixtures, and make interior, non-structural improvements or alterations in the Premises. Such shelving, fixtures, improvements, and alterations shall remain the property of the TENANT and may be removed by the TENANT during the Tenn(s) of this lease or within a reasonable time thereafter, provided that the TENANT restores the Premises to the condition as it existed at the commencement of this lease, reasonable wear and tear excluded, or the TENANT in its sole discretion may elect to surrender all or any part of such shelving, fixture, improvements and alterations to the COUNTY and CITY, in which case TENANT shall have no duty to restore the Premises. Any such election to surrender must be in writing and accepted by COUNTY and CITY to be effective. 13. UTIUTIES: TENANT shall fumish to the Premises and pay all service and connection charges and related taxes for water, trash, sewer and all other utilities for the areas used and/or occupied by the TENANT. The TENANT shall fumish and pay for its own telephone service. TENANT shall have no obligation or responsibility to pay for any , such utilities for any portion of the property located at 503 East Central Avenue that is solely used or occupied by the COUNTY and/or CITY. 14. HOLD ~SS: TENANT, COUNTY and CITY agree to indemnify, defend and hold hannless the other party or parties, and its respective officers, agents, volunteers and employees, from and against all liabilities (including without limitation aU claims, losses, damages, penaities, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attomey's fees, court costs and costs of altemative dispute resolution) regardless of nature or type arising out of or resulting from the negligence or willful misconduct df the indemnifying party or its respective officers, employees or agents. To the extent that liability is caused by the active negligence or willful miscof'lduct df an indemnified party, the indemnification obligation shall be reduced in. proportion to the indemnified party's share of liability for its active negligence or willful misconduct, if any. 15. INSU~ a. COUNTY and CITY are public entities and are self-insured. b. Without in anyway affecting the indemnity herein provided and in addition thereto, TENANT shall secure and maintain throughout the lease the following types of insurance with limits as shown: (1) Workers' Compensation: A program of Workers' Compensation insurance. or a state-approved Self-Insurance Program in an amount and fonn to meet all applicable requirements of the Labor Code of the State of California, including Employer's Uability with Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) limits, covering all persons providing services on behalf of the TENANT and all risks to such persons under this agreement 5 o o o 2008-390 If TENANT has no employees, it may certify or warrant to COUNTY and CllY that it does not currently have any employees or individuals who are defined as "employees. under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the COUNTY's and CITY's Risk Managers. If TENANT is a non-profit corporation organized under Califomia or Federal law, volunteers for the TENANT are required to be covered by Workers' Compensation insurance. If the COUNTY's and CITY's Risk Managers determine that there is no reasonably priced coverage for volunteers, evidence of participation in a volunteer insurance program may be substituted. (2) Comprehensive General and Automobile Liability Insurance: This coverage to include contractual coverage and automobile liability coverage for owned, hired and non-owned vehicles. The policy shall have combined single limits for bodily injury and property damage of not less than Five Million and 00/100 Dollars ($5,000,000.00). (3) Fire Insurance: standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements to the extent of at least one hundred percent (100%) of the full replacement value of the Premises. c. Additional Named Insured: All policies, except for the Workers' Compensation, shall contain additional endorsements naming the COUNTY and CITY and their officers, employees, agents and volunteers as additional named insureds with respect to liabilities arising out of this agreement. d. Waiver of Subrogation Rights: TENANT shall require the carriers of the above required coverages to waive all rights of subrogation against the COUNTY and CllY, their officers, employees, agents, volunteers, contractors and subcontractors. e. Policies Primary and Non-Contributory: All policies required above are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the COUNTY and/or CITY. f. Proof of Coverage: TENANT shall imlT'!ediately fumish certificates of insurance to the COUNTY and CITY, evidencing the insurance coverage, including endorsements, above required prior to occupying the Premises and the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the COUNTY and CITY, and TENANT shall maintain such insurance from the time of occupancy and commencement of performance of services hereunder until the completion of such occupancy. Within sixty (60) days of the commencement of this agreement, the TENANT shall fumish certified copies of the policies and all endorsements. g. Insurance Review: The above insurance requirements are subject to periodic review by the COUNlY and CITY. The COUNTY's and CITY's Risk Managers 6 - o o o 2008-390 are authorized, but not required, to reduce or waive any of the above insurance requirements with the prior written consent of the COUNTY and CITY whenever the Risk Managers determine that any of the above insurance is not available, is unreasonably priced, or is not needed to protect the interests of the COUNTY and CITY. In addition, if the Risk Managers determine that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Risk Managers are authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the COUNTY and CITY, inflation, or any other item reasonably related to the COUNTY's and CITY's risk. Any such reduction or waiver for the entire Term of the agreement and any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this agreement. TENANT agrees to execute any such amendment within thirty (30) days of receipt. h. Failure to Have Insurance: In the event the COUNTY or CITY . receives a notice of cancellation conceming any of the required policies, or should TENANT fail to have in effect the required coverage at any time during this lease, COUNTY or CITY may give notice to TENANT to immediately suspend aU TENANT activities and/or notice to reinstate or acquire the affected coverage. Should TENANT fail to reinstate or acquire the affected coverage within ten (10) days of COUNTY's or CITY's notice to reinstate or acquire such coverage, COUNTY or CITY may either terminate the lease, reinstate or acquire the affected coverage, and TENANT shall reimburse COUNTY and/or CITY for the necessary cost at COUNTY's and CITY's option. If TENANT does not reimburse COUNTY and/or CITY within ten (10) days after demand by COUNTY or CITY, COUNTY and/or CITY shall have the right to withhold from Mure rent due the sum COUNTY and/or CITY has expended until COUNTY and/or CITY is reimbursed in full. i. Neither the COUNTY nor the CITY shall have liability for any premiums charged for such coverage(s). The inclusion of COUNTY and CITY as additional named insureds is not intended to and shall not make them a partner or joint venturer with TENANT. 16. DES C P ISES: In the event of the destruction of the Premises, which renders it incapable of its intended use as a school, the TENANT at its discretion may terminate the lease, or subject to the mutual agreement of the parties rebuild, reconstruct, or repair the damaged Premises. 17. COUNTY" AND CITY'S ACC~S TO PREMlS!ii: COUNTY and CITY and their authorized representatives shall have the right to enter the Premises at all reasonable times for any of the following purposes: a. To determine whether the Premises are in good condition; 7 o o 10 2008-390 b. To exercise any and all rights the COUNTY or CITY have under this lease. c. To serve, post, or keep posted any notices required by law; d. To post ''for sale" signs at any time during the Term, to post "for renr or ''for lease" signs during the last three (3) months of the Term, prior to posting any such signs, the COUNTY and/or CITY shall provide six (6) months written notice to the TENANT of its intent to allow this agreement to expire as described in Section 3, above, and; e. To show the Premises to prospective brokers, agents, buyers, tenants, lenders or persons interested in an exchange, at any time during the Term. COUNTY and CITY shall conduct their activities on the Premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance, or disturbance to TENANT. 18. NOTICES: Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party or any other person, including notices under the Califomia unlawful detainer statutes, shall be in writing and either served personally or sent by prepaid, first-class man. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated two (2) COUNTY/CITY working days from the time of mailing if mailed as provided in this paragraph. TENANrs address: High Desert Partnership in Academic Excellence Foundation 17500 Mana Road Apple Valley, CA 92307 COUNTY's address: County of San Bemardino Real Estate Services Department 825 East Third Street San Bemardino, CA 92415-0832 City of San Bemardino City Manager 300 North "D" Street San Bemardino, CA 92418-0001 CITY's address: 19.. INCORPORATIOlj OF PRl9R AG~MENT: This lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this 8 o c o 2008-390 lease, and no p'rior agreement or understanding pertaining to any such matter shall be effective for any purpose. 20. WAIVERS: No waiver by either party of any provisions of this lease shall be deemed to be a waiver of any other provision hereof or of any subsequent breach by either party of the same or any other provisions. 21. AMENDMENTS: No provision of this lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successor in interest, expressing by its terms an intention to modify this lease. 22. SUCCESSORS: This lease shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. 23. ~ If any word, phrase, clause, sentence, paragraph. section, article, part or portion of this lease is or shall be invalid for any reason, the same shall be deemed severable from the remainder hereof and shall in no way affect or impair the validity of this lease or any other portion thereof. 24. J.!ME OF ESSENCE: Time is of the essence of each provision of this lease which specifies a time within which performance is to occur. In the absence of any specific time for performance, performance may be made within a reasonable time. 25. QVIET ENJOYMENT: Subject to the provisions of this lease and conditioned upon performance of all the provisions to be performed by TENANT hereunder, COUNTY and CITY shall secure to TENANT during the lease TeRn the quiet and peacefUl possession of the Premises and all right and privilege appertaining thereto. 26. PROVISIONS ARE COVENANTS AND CONDITIONS: All provisions, whether covenants or conditions, on the part of either party shall be deemed to be both covenants and conditions. 27. CONSENT: Whenever consent or approval of either party is required that party shall not unreasonably withhold or delay such consent or approval. 28. EXHIBITS: All exhibits referred to are attached to this lease and incorporated by reference. 29. LAW: This lease shall be construed and interpreted in accordance with the laws of the State of Califomia. 30. JURY TRIAL WAIVER: COUNTY, CITY, and TENANT hereby waive their respective right to trial by jury of any cause. of action, claim, counterclaim or cross- complaint in any action, proceeding and/or hearing brought by either COUNTY or CITY against TENANT or TENANT against COUNTY or CITY on any matter whatsoever arising out of, or in any way connected with, this lease, the relationship of COUNTY or CITY and 9 -, 2008-390 o TENANT, TENANTs use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 31. ATTORNEYS' FeeS AND CQSTS: If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attomeys' fees. This paragraph shall not apply to those costs and attomeys' fees directly arising from any third party legal action against a party hereto and payable under Paragraph 14, HOLD HARMLESS. .32. ~UE: The parties acknowledge and agree that this Lease was entered into and intended to be performed in San Bemardino County, Califomia. The parties agree that the venue for any action or claim brought by any party to this Lease will be the Superior Court of Califomia, County of San Bemardino, San Bemardino District. Each party hereby waives any law, statute (including but not limited to Code of Civil Procedure section 394), or rule of court that would allow them to request or demand a change of venue. If any third party brings an action or claim conceming this Lease, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of Califomia, County of San Bemardino, San Bemardino District. c 33. CAPTIONS, T~'(S ~D COVER PAGE: The paragraph captions, table of contents and the cover page of this lease shall have no effect on its interpretations. 34. SURVIVAL: The obligations of the parties which, by their nature, continue beyond the Term of this lease, will survive the termination of this lease. 35. BROKER'S COMMISSIONS: TENANT is solely responsible for the payment of any commissions to any broker who has negotiated or otherwise provided services in connection with this lease. 36. EST PP . C A'Each party within thirty (30) days after notice from the other party, shall execute and deliver to other party, in recordable form, a certificate stating that this lease is unmodified and in full force and effect, or in fuB force and effect as modified, and stating the modifications. The certificate also shall state the amount of minimum monthly rent, the dates to which the rent has been paid in advance, the amount of any security deposit or prepaid rent, and that there are no uncured defauits or specifying in reasonable detail the nature of any uncured default claimed. FaUure to deliver the certificate within thirty (30) days shall be conclusive upon the party requesting the certificate and any successor to the party requesting the certificate, that this lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate, and that there are no uncured defaults on the part of the party requesting the certificate. The estoppel certificate shall be in the form provided by the COUNTY or CITY. o 1111 10 c c o 2008-390 37. SECURITY DEPOSIT: Security deposits shall not be required. 38. ASSIGNMENT AND SUBLETTING: a. TENANT shall not voluntarily assign or encumber its interest in this lease or in the Premises or any options contained in this lease or sublease, all or any part of the Premises, or allow any other person or entity (except TENANT's authorized representatives) to occupy or use all or any part of the Premises, without first obtaining COUNTY's and CITY's consent. Any assignment, encumbrance, or sublease without COUNTY's and CITY's consent shall be voidable and, at COUNTY's or CITY's election, shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of.this paragraph. 1. If TENANT is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. 2. If TENANT consists of more than one person, a purported assignment, voluntary, involuntary, or by operation of law, from one person to any other shall be deemed a voluntary assignment. 3. If TENANT is a corporation, any dissolution, merger, consolidation, or other reorganization of TENANT, or the sale or other transfer of a controlling percentage of the capital stock of TENANT, or the sale of more than fifty percent (50%) of the value of the assets of TENANT, shall be deemed a voluntary assignment. The phrase .controlling percentage" means the ownership of, ,and the right to vote, stock possessing more than fifty percent (50%) of the total combined voting power of all classes of TENANT's capital stock issued, outstanding, and entitled to vote for the election of directors. This paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter. b. TENANT immediately and irrevocably assigns to COUNTY and CITY, as security for TENANT's obligations under this lease, all rent from any subletting of all or a part of the Premises as permitted by this lease, and COUNTY and CITY, as assignee and as attomey-in-fact for TENANT, or a receiver for TENANT appointed on COUNTY's or CITY's application, may collect such rent and apply it toward TENANT's obligations under this lease; except that, until the occurrence of an act of default by TENANT, TENANT shall have the right to collect such rent. c. Fifty percent (50%) of all rent received by TENANT from its subtenants in excess of the rent payable by TENANT to COUNTY and CITY under this lease shall be paid to COUNTY and CITY, or fifty percent (50%) of any sums to be paid by an assignee to TENANT in consideration of the assignment of this lease or any option herein shall be paid to COUNTY and CITY. 11 o 10 o 2008-390 d. If TENANT requests COUNTY or CITY to consent to a proposed assignment or subletting, TENANT shall pay to COUNTY and CITY, whether or not consent is ultimately given, COUNTY's and CITY's reasonable costs incurred in connection with such request, including, but not limited to, reasonable attomey's fees. e. No interest of TENANT in this lease shall be assignable by operation of law (including, without limitation, the transfer of this lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: 1. If TENANT is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which TENANT is the bankrupt; or, if TENANT is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; 2. If a writ of attachment or execution is levied on this lease; 3. If, in any proceeding or action to which TENANT is a party, a . receiver is appointed with authority to take possession of the Premises. f. An involuntary assignment shall constitute a default by TENANT and COUNTY or CITY shall have the right to elect to terminate this lease, in which case this lease shall not be treated as an asset of TENANT, unless the involuntary assignment is cured as follows: 1. If a writ of attachment or execution is levied on this lease, TENANT shall have ten (10) days in which to cause the attachment or execution to be removed. ' 2. If any involuntary proceeding in bankruptcy is brought against TENANT, or if a receiver is appointed, TENANT shall have sixty (60) days in which to have the involuntary proceeding dismissed or the received removed. 3. Except as provided in 1 and 2 above, TENANT shall have no right to cure any involuntary assignment. 39. TERM~TIQN: This lease may be terminated upon 60 days prior written notice by any of the parties in the event that the TENANT should cease operating a school on the Premises. 40. F E C NTYC : TENANT agrees to provide or has already provided information on former COUNTY and CITY administrative officials (as defined below) who are employed by or represent TENANT. The information provided includes a Ii~ of former COUNTY and CITY administrative officials who 12 o o '0 2008-390 terminated COUNTY or CITY employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of TENANT. For purposes of this provision, "COUNTY or CITY administrative official" is defined as a member of the Board of Supervisors, Mayor or Council, or such officer's staff, COUNTY Administrative Officer or CITY Manager, or member of such officer's staff, COUNTY or CITY department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit. (See Exhibit "C", List of Former County and City Officials.) 41. M~REPRESENT A TIONS: If during the course of the administration of this lease, the COUNTY or CITY determines that the TENANT has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the COUNTY or CITY, this lease may be immediately terminated. If this lease is terminated according to this provision, the COUNTY and CITY is entitled to pursue any available legal remedies. 42. DISCLOSURE: A11.information received by the COUNTY or CITY from any source conceming this Lease, including the Lease itself, may be treated by the COUNTY or CITY as public information subject to disclosure under the provisions of the Califomia Public Records Act, Govemment Code section 6250, at seq. (the "Public Records Ad'). TENANT understands that although all materials received by the COUNTY or CITY in connection with this contract are intended for the exclusive use of the COUNTY or CITY, they are potentially subject to disclosure under the provisions of the Public Records Act. In the event a request for disclosure of any part or all of any information which a TENANT has reasonably requested COUNTY and/or CITY to hold in confidence is made to the COUNTY and/or CITY, the COUNTY and/or CITY shall notify the TENANT of the request and shall thereafter disclose the requested information unless the TENANT, within five (5) days of receiving notice of the disclosure request, requests nondisclosure, provides the COUNTY or CITY a legally sound basis for the nondisclosure, and agrees to indemnify, defend, and hold the COUNTY and CITY harmless in any/all actions brought to require disclosure. TENANT waives any and all claims for damages, lost profits, or other injuries of any and all kinds in the event COUNTY or CITY fails to notify TENANT of any such disclosure request and/or releases any information conceming the contract received from the TENANT or any other source. 43. DEFAUL. T AND ~GHT TO TE~INATE: a. Definitions. A "Default" by TENANT shall refer to any failure by TENANT to observe, comply with or perform any of the terms, covenants, conditions or rules applicable to TENANT. under this Lease. The term "Breach" shall refer to the occurrence of anyone or more of the following Defaults, and, where a grace period for cure after notice is specified herein, the failure of TENANT to cure such Default prior to the expiration of the applicable grace period: 13 o Ie o 2008-390 (i) TENANT's unexcused failure to conduct TENANT's business at the Premises in accordance with the tenns of this Lease including but not limited to the failure to comply with the limitations of use of the Premises. (ii) Vacating the Premises without the evident intention to reoccupy same, an abandonment of the Premises, or notice of intent to abandon Premises expressed in written notice. (iii) TENANT's failure to make any payment of rent, or any other monetary payment required to be made by TENANT hereunder as and when due, the failure of TENANT to provide COUNTY and CITY with reasonable evidence of insurance or surety bond required under this Lease, or TENANT's failure to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of three (3) days, or such reasonable time as agreed by COUNTY and CITY, following written notice thereof by or on behalf of COUNTY and CITY to TENANT. (iv) The failure by TENANT to provide COUNTY and CITY with ' reasonable written evidence (in duly executed original fonn, if applicable) of any documentation or infonnation which COUNTY and CITY may reasonably require of TENANT under the tenns of this Lease, where any such failure continues for a period of ten (1 0) days following written notice by or on behalf of COUNTY or CITY to TENANT. (v) A Default by TENANT as to any of the other tenns, covenants, conditions or provisions of this Lease that are to be observed, complied with or perfonned by TENANT where such Default continues for a period of thirty (30) days after written notice thereof by or on behalf of COUNTY or CITY to TENANT; provided, however, that if the nature of TENANT's Default is such that more than thirty (30) days are reasonably required for its cure, then & shall not be deemed to be a Breach of this Lease by TENANT if TENANT commences such cure within said thirty (30) day period and thereafter continuously and diligently prosecutes such cure to completion. (vi) A Default by TENANT as to the tenns of any Approved Encumbrance, where such Default continues for a period of thirty (30) days after written notice thereof by or on behalf of COUNTY or CITY. (vii) The occurrence of any of the following events: (a) the making by TENANT of an, assignment for the benefit of creditors; (b)TENANT's becoming a "debtor" as defined in 11 U.S. Code Section 101 or any successor statute thereto (unless, in the case of a petition filed against TENANT, the same is dismissed within sixty (60) days); (c) the appointment of a trustee or receiver to take possession of substantially all of TENANT's assets located at the Premises or of TENANT's interest In this Lease, where possession is not restored to TENANT within thirty (30) days; or (d) the attachment, execution or other judicial seizure of substantially all of TENANT'S assets located at the Premises or of TENANT's interest in this Lease, where such seizure is not discharged within thirty (30) days. 14 o o o 2008-390 (viii) The discovery by COUNTY or CITY that any financial statement of TENANT or of any guarantor, given to COUNTY or CITY by TENANT or any guarantor, was materially false. (ix) If the perfonnance of TENANT's obligations under this Lease is guaranteed: (a) the death of a Guarantor, (b) the tennination of a Guarantor's liability with respect to this Lease other than in accordance with the tenns of such guaranty, (c) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, or (d) a Guarantor's refusal to honor the guaranty, and TENANT'S failure, within sixty (60) days following written notice by or on behalf of COUNTY or CITY to TENANT of any such event, to provide COUNTY or CITY with written altemativeassurances of security, which, when coupled with the then existing resources of TENANT, equals or exceeds the combined financial resources of TENANT and the Guarantors that existed at the time of execution of this Lease. b. Remedies. 1. Other than when a different time or remedy is specifically provided, such as for the payment of rent, if TENANT fails to perfonn any aflinnative duty or obligation of TENANT under this Lease within ten (10) days after written notice to TENANT (or in case of an emergency, without notice), COUNTY or CITY may at its option (but without obligation to do so), perfonn such duty or obligation on TENANT's behalf, including, but not limited to, the obtaining of reasonably required, insurance policies, or govemmentallicenses, pennitsor approvals. The costs and expenses of any such perfonnance by COUNTY or CITY shall be due and payable by TENANT to COUNTY or CITY within ten (10) days of COUNTY's or CITY's demand. 2. In the event of a Breach of this Lease by TENANT (as defined above), with or without further notice or demand, and without limiting COUNTY or CITY in the exercise of any right or remedy which COUNTY or CITY may have by reason of such Breach, COUNTY or CITY may: (a) Tenninate TENANT's right to possession of the Premises by any lawful means, in which case this Lease and the tenn hereof shall tenninate and TENANT shall immediately surrender possession of the Premises to COUNTY and CITY. In such event COUNTY and CITY shall be entitled to recover from TENANT: (i) the worth at the time of the award of the unpaid rent which had been eamed at the time of tennination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been eamed after tennination until the time of award exceeds the amount of such rental loss that the TENANT proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the T enn after the time of award exceeds the amount of such rental loss that the TENANT proves could be reasonably avoided; and (iv) any other amount necessary to compensate COUNTY and CITY for all the debiment proximately caused by the TENANT's failure to perfonn its obligations under this Lease 15 o o o 2008-390 or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, and that portion of any leasing commission paid by COUNTY and CITY in connection with this Lease and applicable to the unexpired term of this Lease. The worth atthe time of award of the amount referred to in provision (iii) of the immediately preceding sentence sl;lall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco or the Federal Reserve Bank District in which the Premises are located at the time of award plus one percent (1 %). COUNTY's and CITY's attempt to mitigate damages caused by TENANrs Default or Breach of this Lease shall not waive COUNTY's and CITY's right to recover damages under this Paragraph. If termination of this lease is obtained through the provisional remedy of unlawful detainer, COUNTY and CITY shall have the right to recover in such proceeding the unpaid rent and damages as are recoverable therein, or COUNTY and CITY may reserve the right to recover all or any part thereof in a separate suit for such rent and/or damages. (b) Continue the Lease and TENANrs right to possession in effect under Califomia Civil Code Section 1951.4 after TENANrs Breach and recover the rent as it becomes due, provided TENANT has the right to sublet or assign, subject only to reasonable limitations. COUNTY and CITY and TENANT agree that the limitations on assignment and subletting in this Lease are reasonable. COUNTY's and CITY's maintenance of the Premises or efforts to relet the Premises, or the appointment of a receiver to protect the COUNTY's and CITY's interest under this Lease, shall not constitute a termination of the TENANrS right to posseSsion. (c) Pursue any other remedy now or hereafter available to COUNTY and CITY under the laws or judicial decisions of the State of Califomia. 3. If, at any time TENANT is in default in monthly rent or fees or any other provision for forty-five (45) days, or if TENANT defaults on any provlsion(s) three (3) times within any twelve (12) consecutive months, COUNTY or CITY may terminate this Lease on ten (10) days notice. c. Survlv.1 of Indemnity Provisions. The expiration or termination of this Lease and/or the termination of TENANrs right to possession shall not relieve TENANT from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term or by reason of TENANrs occupancy of the Premises. d. T.n.nfs P....on.1 Property. Immediately upon termination of this Lease, TENANT covenants and agrees to remove all of TENANT's personal property, machinery or fixtures from the Premises. If TENANT fails to remove any such personal property, COUNTY or CITY may remove such personal property and place the same in storage at the expense of TENANT and without liability to COUNTY or CITY for losses. TENANT agrees to pay COUNTY or CITY for all expenses incurred by COUNTY or CITY 16 o o o 2008-390 in connection with the removal, and storage charges of TENANT's personal property, including attomey's fees and court costs. Altematively, COUNTY or CITY may at its option and on not less than ten (10) days written notice to TENANT sell all or any part of said personal property at public or private sale for such prices as COUNTY or CITY may obtain. COUNTY or CITY shall apply the proceeds of any such sale to the amounts due from TENANT under this Lease and to any expense incidental to such sale. Any surplus arising from such sale shall be refunded to TENANT. e. No Waiver by COUNTY or CITY. COUNTY's or CITY's receipt of any rent or of any other sum of money paid by TENANT after the termination and forfeiture of this Lease, or after the giving by COUNTY or CITY of any notice to effect such termination, shall not waive the Default, reinstate, continue or extend the Term of this Lease, or destroy or impair the efficacy of COUNTY's or CITY's notice of termination, unless otherwise agreed in writing by COUNTY or CITY. COUNTY's and CITY's acceptance of the keys to the Premises or any other act of the COUNTY or CITY or its agents or employees during the Term of this Lease shall not be deemed to be an acceptance or a surrender of the Premises, unless otherwise agreed in writing by COUNTY and CITY. 44. ~ As this agreement was jointly prepared by both parties, the language in all parts of this agreement shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto. 45. E RE T' This agreement, including recitals, constitutes a single, integrated contract, expressing the entire agreement and understanding of the parties conceming the subject matter of this agreement, and this agreement supersedes and replaces all prior understandings, negotiations, proposed agreements and agreements, whether oral or written, express or implied. 46. AUTHORIZED ~IGNATORS: The parties to this lease represent that the signators executing this lease are fully authorized to enter into this agreement. END OF LEASE TERMS. 17 o o o COUNTY OF SAN BERNARDINO ~'a, .. Paul Biane, Chairman Board of Supervisors DlCI' .. Date: CITY OF SAN BERNARDINO ULL, Lori Sassoon, Acting City Manager Date: fD / '( /4r I I SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVE TO THE CHAIRMAN 0 By: Date: 2008-390 Exhibit "A" THE HIGH DESERT PARTNERSHIP IN ACADEMIC EXCELLENCE FOUNDATION,INC. /)'J ~~l'){~ ;--- j \..._- Date: I - , '? - lJ ? . Approved as to form: JAMES F. PENMAN, City Attomey s~ 2-12.0DI- Approved as to Legal Form: RUTH E. STRINGER, County Counsel San Bemardino County, Califomia : alA- )AlU ALAN t. GREEN uty 10/IS/0& . Date: 18 2008-390 o [THIS PAGE INTENTIONALLY LEFT BLANK] o o 19 2008-390 o EXHIBIT "A" Premises Description o o 20 o o o o..n I o CD N o o '" ." ~ " '" ~ .." CD.. "'~ ,,-C "'.. -" 0", .... -,,0 :=000 u......... o C -0 .... o C .... Q) CCN c--"'" 0...... VI CC o . ..s:::::E (J c o c:: , c:: - a... ...~ := -- r! :~. ~= ~~ ~: aD ," -- -0 . llllz - EXWBIT "A" PREMISES DESCRIPTION 1 ~ ;: N u . :t a T " . - L ~ " ,,, 0:: ~, I".'l ~L - -~om_ ~~~(;:'I f-... }lIHH- "'" r-\ I~. IIUt:;'\ l~ \.::I - ~ : \.:;J..1- S"IU .. . u.1t ~ t=\ ~ I ,S!:6 " - ~ . @ I , , !. " @ I I.. , I :l: X :c T.. U'nl -~- -- - @ @ u'" ~ '.r '/. J'...... ;" "' n'u - - - - - - - - ~ - - ,,~-,.,\ i _-----.......Hl-...,..,.., ";.; - - ITA - ,.... " III "U HI HI r" g .; @ ... -@ @ :a C"ln @!:: n - -;::; '" " '"In - '-' .; @" -~ ! " '" '" ,!) @ I ____: ~'::-=t-:H+tS- - '" ~ ... IV;' , i , I @ ~ @~ @ . @~ @~ @ @ :! '" .>UIL ~U")-! ':L/"): "I U"tll- @:@r- !@ ~"., -ii-,tj- - = @ @= '" @ . 2008-390 ......... ..-...... ~=:;Ci= ................. ~ ~~~~ .--- - - '" .,,= _0 (J .. "''''0 """, 2~:C; .,0 ;; -m", ~N... ..0" .. CD ...... "0'" "0" -cm'" ;! o .. '" ~. .....~ -.. z c!! ~...: o ~ - - - =:. . - - - ~,- - - ~,- - . N'. ~ . - " ~ - N. -" - . . -- - . 00 -- -::: . . - 0 0- - . 0 L_ - o .. N ~ " a . . - o o o '" I: !!Diia~~1lr fIl' III e cehA .,"r;e II '-'" .vo i..1 1[: ;::tl >' ~: I 11I1 II I' i~1 ! I ~ i!im~ ~ Rei ID tI2OO7 0clcge )00 II i EXWBIT "A" PREMISES DESCRIPTION I , "'I II >, iii IfNCltlliift Rd, -e(iiiii;ge'SiIow Rd "iloll!!!i:!li L___.": i?'WQf, lDi ." I: irai !~!;vii' i ..' i It -".. "-....- ". l I,.: !ei . e SonI~ Fe $1 co' t ~I :~: .1. )00: :Ii ,._~~~~~ ... i j )00, J ~~!!<l 2008-390 en - --.. -":"-:~.. -. lir-- ' :c,r )00: '~! E ,!~ joy ~:~~'" ~ "!!!!!l , ,E()r.nge ShoiN R,d , I, {; MlpdltaGlO7 ~ 2008-390 o EXHIBIT "B" PREMISES SPECIFICATIONS o o 21 o EXHIBIT "B" PREMISES SPECIFICATIONS ~ N C') III III ~ ~ ~ ~ '" 0> .5 'i '0 _ =g! =>", .0<: ~l!! :=Q) "'.0 ;B.e III ~ ~ ~i:' .1. ._..____!L!..~~.!_. c:::J ... ~- ~.;, D e 0 ;l ~ ~ ~ %: I cc ~ . ~ I I 0 . ~ I I :::> fa . ~ ~ I . I. ~ I. ~ ~ I ~ , "'. I . !I ~ I ->- . I . I ~ , I . '.1.5 ASSO:l 0 2008-390 ~<o C:z: CD ~Oll <6::- '" 0 .. (.) GO ;::: ::l ~ '" :z: o CC ~ C :z: < w ~ 35 :z: o Ii: o :z: o o o EXHIBIT "B" PREMISES SPECIFICATIONS I-I' II I i I I I I II! III ~ II II il I Ilnl 2008-390 o o o 2008-390 EXHIBIT "C" LIST OF FORMER COUNTY OFFICIALS INSTRUCTIONS: List the full name of the former COUNTY Administrative Official, the title/description of the OffIcial's last position with the COUNTY, the date the Official terminated COUNTY employment, the OffIcial's current employment and/or representative capacity with the TENANT, the date the Official entered TENANT's employment and/or representation. OFFICIAL'S NAME: REQUIRED INFORMATION 22 o o o 2008-390 EXHIBIT "D" HEAD START FACILITY SPECIFICATIONS CT = Ceramic Tile C = Carpet VT = Vinyl Flooring P = Paint Room No. Floor Open office/Reception CT Meeting/Training Room C Two Adult Restrooms CT Walls Comments P . Six duplex . One ceiling fan . 9' high ceiling with AP-2 acoustical panels . . Panic bars on entrance doors to lock after exit, keyed dead bolt on outside, panic bars with key operated mechanism for open and closed positions . County to provide lobby seating P . 9' high ceiling with AP-2 acoustical panels . Three phones, one below counter · 36" wide, 45" high reception counter P . 9' high ceiling with AP-2 acoustical panels . Nine duplex · Four phones, (1 at 42j . Lockable doors to exterior with panic hardware . Two light switches with dimmers, each controlling one half of the room · One white dry erase board, 4' x 8' with tray . Panic bars on entrance/exit door to lock after exit, keyed dead bolt on outside, panic bars with key operated mechanism for open and closed positions . · Lockable door to room CT P · One toilet . One sink . Sanitary napkin dispenser 23 o o o Kitchen Storage Play Equipment Storage Freezer Storage Area Teacher Lounge Kitchen 10 Classrooms VT VT VT VT CT VT C P P P P P P 2008-390 . One duplex above sink with ground fault interrupter . Lockable doors . One duplex . Locking metal door to exterior, panic hardware . One duplex . Locking double doors to outside . 9' high smooth finish painted ceiling . Three duplex . 1-4 wire, single phase system with 220/240 V for freezer compressor & 110/115 V for door heater & freezer door light. A dedicated circuit with a disconnect box . Two duplex with dedicated 20 amp circuit for industrial refrigerator . 9' high smooth finish painted ceDing . Four duplex, one dedicated 20 amp circuit for refrigerator with icemaker . One phone at 42" . Lockable door to exterior with panic hardware . 9' high smooth finish painted gypsum ceiling . One exhaust fan . One stainless steel three tub sink, one sink with garbage disposal . One stainless steel hand wash sink . Two-220.v outlets for ovens . One duplex on three dedicated circuits, including one duplex above triple sink . 18' counter and cabinet with rounded comers, 36" high cabinet . 9' high ceilings with AP-2 acoustical panels . Seven duplex . One phone at 42" . One ceiling fan 24 o o c Teacher Work Room Children's Restroom Communications Room Two Supervisor Offices Isolation Room C CT VT C . VT P CT P P P 2008-390 . One sink with drinking fountain, counter with cabinet . Counter to be 22" from floor. Adjustable shelves. . Lockable door with panic hardware on exit door(s) to playground . Six duplex . Three phone .. Lockable doors . 14 children size toilets, max. height 11" · Two children's size urinal, max. height 11" · 16 children's size sinks, 22" height · Toilet paper dispensers mounted 14" above floor · Mirrors, shatterproof glass, mounted over sinks, 229.5- bottom edge to floor . Privacy panels, sized for children · Three duplex, one located 18" below ceiling above door on dedicated 20 amp circuit · Two 4-plex, each on dedicated 20 amp circuit . One phone at 42" · Telephone Company Entrance Cable · %" plywood painted with two coats of fire-retardant white paint. Plywood. shall be 4' by 8' high, mounted vertical starting at floor level · Lockable door · 9' high ceilings with AP-1 acoustical panels . Four duplex . Two phones . Lockable door 25 2008-390 0 . Storage VT P . One duplex . Shelving Hallway VT P . Duplex (per code) Custodial Room VT P . Service/mop sink, Fiat #MSB 3624 or equivalent . One exhaust fan . One duplex with GFI . Shelving Adult Restroom CT CT . One toilet (handicap) . One sink (handicap) . One sanitary napkin dispenser . One duplex above sink with GFI' . Lockable door . One wall-mounted diaper changing table . See General Specifications for complete restroom requirements 0 o 26 o o o o II ! e ;2ld! 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