HomeMy WebLinkAboutE.9 - Staff Report - Lease Agreement AUSD Slauson Middle School CONSENT ITEM
E-9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: NICO DE ANDA-SCAIA, DEPUTY CITY MANAGER
DATE: JULY 21, 2025
SUBJECT: APPROVAL OF A LEASE AGREEMENT WITH THE AZUSA UNIFIED SCHOOL
DISTRICT FOR PROPERTY LOCATED AT 340 W 5TH ST. AZUSA, CA. FOR THE
TEMPORARY RELOCATION OF THE CITY’S LIBRARY SERVICES
BACKGROUND:
In January of 2024, the Azusa City Library was awarded a competitive grant through the California
State Library ‘Building Forward Facilities Improvement Program’ in the amount of $6,497,703. This
grant program funds capital projects for public library buildings that address critical maintenance needs,
safety upgrades, improve energy efficiency and sustainability, extend digital access, and expand
physical access to library facilities. The City of Azusa previously approved and allocated a required
local match amount of $3,248,847 toward this project, for a total project estimate of $9,746,550.
In June 2024, the City awarded a Professional Services Agreement (PSA) with IDS Group for design-
related consulting services for the Azusa Library Critical Infrastructure and Modernization Project.
Additionally, in February of this year the City awarded a PSA with Transtech Engineering, Inc. for
project and construction management consultation services through completion of the Project. Upon
completion of the document development, plan check and permitting phases, the City Council approved
plans and specifications for the Project in April 2025 and authorized staff to solicit bids for construction
services. This project is currently out to bid, with the bid opening scheduled for later this month. Staff
anticipate bringing an award of contract for Council consideration at an upcoming meeting in August.
In advance of the project’s construction phase, which is anticipated to commence in September 2025 and
last approximately one-year, the City’s library services will need to be temporarily relocated to
accommodate construction of the existing city library facility. Beginning earlier this year, city staff
engaged in discussions with the Azusa Unified School District for use of the District’s vacant Slauson
Middle School facility, located at 340 W 5th Street, for this purpose. The City and District negotiated
terms of the lease based on parameters previously established by the City Council.
Approved
City Council
July 21, 2025
Lease Agreement with AUSD
July 21, 2025
Page 2
The recommended action approves a lease agreement with the School District for the temporary
relocation of the City’s Library Services to Slauson Middle School, including proposed repairs and
tenant improvements to the leased areas.
RECOMMENDATIONS:
Staff recommends the City Council take the following actions:
1)Approve the proposed Lease Agreement and delivery of other related plans in connection
therewith, with Azusa Unified School District for the Slauson Middle School property located at
340 W 5th St. Azusa, CA, for the temporary relocation of the City’s library services; and
2)Authorize the City Manager to execute the Lease Agreement subject to non-substantive changes,
including any necessary monthly extensions beyond the initial base term, in a form acceptable to
the City Attorney, on behalf of the City.
ANALYSIS:
City and District staff have identified a wing of classrooms and offices at the vacant Slauson Middle
School facility to serve as the temporary location for the City’s library services. Existing classrooms will
house separate adult and youth book collections/areas, computer lab, passports station, flexible
programming space, staff work areas, and temporary storage.
Staff have assessed the building’s layout, mechanical systems, and structural elements and have
determined that the site is a viable option for the City’s operation of library services. The facility is
available for the term needed, is centrally located in the community, and could meet the library’s
operational needs with some degree of improvements. In anticipation of lease adoption, staff have costed
out all necessary repairs and improvements based on a conceptual floor plan (Lease Exhibit B-2) that
maximizes programming space, accessibility, and staff visibility while restricting public access to non-
leased areas of the school campus.
The City and District now wish to enter into a Lease of this facility for the temporary relocation of the
City’s library services during the construction phase of the Azusa Library Critical Infrastructure and
Modernization Project. Included in the Lease is a pre-approved scope of work based on the conceptual
plans.
Under the Lease terms, the City would be responsible for paying a base monthly rent of $1,000 per
month. The City would also be responsible for costs associated with interior and exterior repairs of
leased areas (excluding structural elements) and tenant improvements that are necessary to renovate the
facility to accommodate Azusa’s library services, as well as internet and phone service, and private
janitorial and security services. The District would continue to be responsible for the property’s utility
costs and landscaping services. The City’s proposed tenant improvements are included as Exhibit B-1 to
the Lease. The initial lease term will be for one-year, with rent payments commencing on the date the
premises becomes fully operational as a library, and includes month-to-month extensions as needed at
the same monthly base rent.
Lease Agreement with AUSD
July 21, 2025
Page 3
Following Lease approval, staff will proceed with coordination of repairs and tenant improvements to
the leased area. Tenant improvements are anticipated to take approximately 3 weeks, followed by the
relocation of library collections and services from the present-day library facility. The existing City
Library is expected to be fully closed during the month of August (with exception of digital collections
and some off-site programming) to facilitate the move.
ENVIRONMENTAL CLEARANCE:
This action is categorically exempt from the requirements of the California Environmental Quality Act
(CEQA) pursuant to Section 15301 Class 1(a) – Interior or Exterior Alterations. Staff will file a Notice
of Exemption with the Los Angeles County Clerk’s Office.
FISCAL IMPACT:
Under the Lease terms, the City is responsible for a base rent of $1,000 per month, plus costs associated
with internal/exterior repairs and tenant improvements to the leased area, and standard operational costs
such as internet/phone service, janitorial, and private security services. $30,000 for lease of a temporary
site was included in the FY 2024-25 budget and will be carried forward into FY 2025-26 in account
number 10-30-511-000-7004. An additional $75,000 for the anticipated repairs and tenant improvements
to the temporary site was included in the adopted FY 2025-26 budget in account number 10-30-511-
000-6815.
Prepared by: Reviewed by:
Nico De Anda-Scaia Leila Hassen
Deputy City Manager City Librarian
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachment:
1)Lease Agreement – AUSD Slauson Middle School
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LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made as of , 2025, for reference purposes
only, and entered into by and between AZUSA UNIFIED SCHOOL DISTRICT, a California
Public School District ("Landlord" or “District”), and CITY OF AZUSA, a California municipal
corporation ("Tenant"), under the following terms and conditions and upon the approval and
ratification of the District’s governing board:
Description of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the building(s) located at 340 W 5th St, Azusa 91702 California, including
referred to herein as the "Premises" and shown on Exhibit A. The Premises are part of a larger
building referred to herein as the "Building."
Tenant Improvements, Term, Occupancy, and Renewal.
a. Tenant Improvements; Term. The term of this Lease shall commence on the date
the Premises become fully operational as a library, which shall mean the date on which Tenant has
substantially completed its tenant improvements described and depicted in Exhibit B (“Tenant
Improvements”) necessary for library operations and is legally and physically able to occupy and
use the Premises for the Permitted Use (as defined in Section 6) ("Commencement Date") and
shall continue for twelve (12) months thereafter ("Initial Term"). Following the Initial Term, the
Lease shall continue on a month-to-month basis at the same monthly base rent, unless earlier
terminated by either party upon thirty (30) days' prior written notice.
b. Occupancy. Tenant may, upon execution of this Lease by Landlord and Tenant,
occupy the Premises on the Commencement Date and commence its Tenant Improvements, as
described and depicted on Exhibit B, subject to all terms and conditions of this Lease.
Rent. The initial annual rent during the term of this Lease shall be $1,000 per month.
Tenant shall, commencing on the Commencement Date and continuing thereafter on the first (1st)
day of each and every month during the term of this Lease, pay to Landlord in advance, such
minimum monthly rent, without setoff, deduction or demand. If the Premises is open on any date
that is other than the first of the month, rent shall be prorated accordingly based on a 30-day month.
a. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of rent
will cause Landlord to incur costs not contemplated by this Lease. If any installment of rent due
from Tenant is not received by Landlord within ten (10) days after it becomes due, Tenant shall
pay to Landlord an additional sum of the greater of $100 or 5% of the overdue rent as a late charge.
The parties agree that this late charge represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not
constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord
from exercising any of the other rights and remedies available to Landlord.
b. Interest on Unpaid Rent. Rent or other charges under this Lease not paid within ten
(10) days of the date due shall, in addition to any late charges under Section 3.a, above, bear
interest at the lesser of the maximum legal rate or 10% per annum from the date due until paid.
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Place of Payment of Rent. Rent and all other sums which shall become due under this
Lease, including but not limited to late charges and additional rent, shall be payable by hand
delivery or mail at the office of the Landlord located at 546 S Citrus Avenue, Azusa, CA 91702,
or at such other place as Landlord may designate from time to time in writing.
Condition of, and Improvements to, Premises.
a. Improvements. Under this Lease, Landlord shall have no obligation or
responsibility, actual or implied, to install, construct, accommodate, or make any improvements to
the Premises prior to, or as a condition of, Tenant's occupation of the Premises, except as described
in Section 9.
b. Condition. The Premises shall be delivered to Tenant as-is, but subject to
Landlord’s responsibility for any latent defects or hazardous conditions not disclosed to Tenant in
writing prior to execution of this Lease. Nothing herein shall limit or waive Tenant’s rights or
remedies under this Lease or applicable law, and Landlord shall remain responsible for any
conditions that violate legal requirements or materially impair Tenant’s ability to use or occupy
the Premises for the Permitted Use.
c. Condition Upon Surrender. Upon termination of this Lease, Tenant shall surrender
the Premises to Landlord in as good condition as when received, ordinary wear and tear and
damage by fire, earthquake, or act of God excepted, and including any repairs or improvements
made by Tenant. If Tenant fails to maintain the Premises in good order and repair, after thirty (30)
days' prior written notice, Landlord may, at its option, make such repairs, and Tenant shall pay the
reasonable cost thereof as additional rent hereunder within thirty (30) days after receipt of a written
statement therefor. In the event the giving of thirty (30) days' prior notice may result in additional
damage to the Premises, Landlord may make such repairs, at Tenant's expense, without thirty days'
prior written notice.
d. CASp Disclosure. Pursuant to California Civil Code Section 1938, Landlord
hereby discloses that the Building has not been inspected by a Certified Access Specialist
(“CASp”). If Tenant elects to obtain a CASp inspection, Landlord shall reasonably cooperate in
scheduling access to the Premises, and the parties shall mutually agree in writing on the scope of
the inspection, allocation of costs, and responsibility for any remediation, consistent with the terms
of this Lease. Nothing in this Section limits Landlord’s obligation to deliver the Premises in
compliance with applicable accessibility requirements or to comply with any legal obligations
under federal, state, or local law, whether or not a CASp inspection has been conducted.
Use. The Premises shall be used only for the operation of a library and ancillary and
administrative purposes, including the ability to conduct library-related programming such as
computer lab access, workshops, classes, and other community activities (the “Permitted Use”).
Tenant shall not use any portion of the Premises for purposes other than those specified without
first obtaining the written consent of Landlord. Tenant shall not do, bring, or keep anything in,
on, or about the Premises which will in any way increase the premium rate or cause the cancellation
of any fire or other insurance upon the Premises, the Building in which the Premises are located,
or any of its contents. Tenant shall have the non-exclusive right to use the parking area and
driveways, sidewalks, hallways, restrooms (to the extent not entirely contained in the Premises),
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common area pathways to and from the parking area and Premises in common with the other
tenants of the Building as well as with Landlord's use of same.
Compliance with Laws/Hazardous Materials.
a. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to
comply with all applicable laws, ordinances, rules and regulations of governmental authorities
applicable to the Premises or the use or occupancy thereof, including, without limitation, the law
commonly known as the Americans With Disabilities Act and California Code of Regulations
Title 8, Sections 3281 through 3299 (collectively, "Laws").
b. Tenant shall not cause or permit any Hazardous Materials, as defined below, to be
brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the Building
by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its agents,
employees or contractors), except to the extent such Hazardous Materials are cleaning or office
supplies customarily kept or used by typical office tenants and are kept and used in accordance
with all applicable laws. If Tenant breaches the obligations stated in the preceding sentence, or if
the presence of any Hazardous Material on the Premises or the Building caused or suffered or
permitted by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord
or its agents, employees or contractors) results in contamination of the Premises or the Building,
or if contamination of the Premises or the Building by any Hazardous Material otherwise occurs
for which Tenant is legally liable, then Tenant shall indemnify, defend and hold Landlord harmless
from any and all claims, damages, costs, liabilities and expenses (including, without limitation,
diminution in value or use of the Building, attorneys' fees, consultant fees and expert fees) which
arise during or after the Term as a result of such contamination. This indemnification shall include,
without limitation, costs incurred in connection with any investigation of site conditions or any
clean-up, remedial, removal or restoration work on or under the Premises. "Hazardous Material"
means any hazardous or toxic substance, material or waste which is or becomes regulated by any
local, state or federal governmental authority or by common law decisions, including without
limitation (i) all chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos and
(iv) polychlorinated biphenyls. Tenant shall have no responsibility or liability for (i) any
Hazardous Materials existing in, on, or under the Premises or Building prior to the Commencement
Date; (ii) any Hazardous Materials introduced or released by Landlord or its agents, employees,
contractors, or other tenants; or (iii) any Hazardous Materials migrating from areas outside the
Premises or Building and not caused by Tenant.
Waste; Nuisance; Quiet Enjoyment. Tenant shall not suffer or commit any waste or
nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the
quiet enjoyment of any other tenant or occupant of the Building or injure or annoy them. Tenant
shall not use or allow the Premises to be used for any improper, immoral, or objectionable
purposes, to be determined Landlord's sole and absolute judgment.
Repair and Maintenance.
a. Landlord shall repair and maintain in good condition and repair, the structural
foundations, exterior walls of the Building, all landscaping areas adjacent to or surrounding the
Premises that are under Landlord’s control, and all other common areas in which the Premises are
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located. Landlord shall use commercially reasonable efforts to perform patchwork maintenance
and repairs to the roof and roof membrane as needed to maintain the integrity of the Premises, but
shall not be obligated to undertake full replacement or capital improvements unless required by
law or deemed necessary in Landlord’s reasonable discretion. If Landlord fails to commence and
diligently pursue any required repairs within thirty (30) days following written notice from Tenant
(or sooner if the condition poses a material health or safety risk or threatens further damage),
Tenant shall have the right, but not the obligation, to perform such repairs. In that event, Tenant
may deduct the reasonable and documented costs of such repairs from future rent payments due
under this Lease, provided Tenant gives Landlord an itemized statement of such costs and
supporting documentation.
b. Tenant shall, at Tenant's sole cost and expense, maintain the Premises except as
noted under Section 9.a, above, in good condition and repair. Said maintenance shall include but
not be limited to, the interior of the Premises, exterior doors and windows, all fixtures and
equipment, including without limitation, plate glass, electrical wiring, heating and air conditioning
system exclusively servicing the Premises, plumbing fixtures, plumbing drains (from the interior
of the Premises to the point of connection of Tenant's drainage system with the sanitary sewer
system owned, managed, and/or maintained by the local municipality). Tenant may, at its sole
discretion and expense, provide security and janitorial services within the Premises
Utilities. Landlord shall pay for all utilities and services furnished to or used by Tenant
upon the Premises, including gas service, water, trash, electrical service, and all connection
charges. Landlord shall not be responsible for any interruptions or disturbance of service
regardless of whether Tenant is paying directly for such services or if such services are being
contracted for by Landlord, nor shall there be any abatement of rent resulting from any cessation
or interruption of utility service or other service contemplated by this section unless such
interruption is caused by Landlord’s actions in which case Tenant may receive abatement of rent
on a day for day basis after 1 business day of interruption if such interruption causes material
interference with tenant’s business or Tenant is not able to occupy the Premises. Tenant shall
deposit all trash only in designated areas.
Rules. Tenant shall comply with all reasonable, non-discriminatory rules and regulations
attached to this Lease and any modifications thereto that Landlord may adopt from time to time,
provided that (i) such rules and regulations do not unreasonably interfere with Tenant’s Permitted
Use and enjoyment of the Premises or Tenant’s rights under this Lease, do not interfere with
Tenant’s access to and visibility of the Premises, and (ii) Landlord provides Tenant with at least
ten (10) business days’ prior written notice of any new or modified rules or regulations before they
become effective. No rule or regulation shall be enforceable against Tenant to the extent it conflicts
with the express terms of this Lease.
Alterations and Liens. Except for the Tenant Improvements, Tenant shall not make or
cause to be made any alterations, additions, or improvements to or of the Premises or any part
thereof without the prior written consent of Landlord, which shall not be unreasonably withheld,
conditioned, or delayed, except for cosmetic or non-structural alterations up to a total cost of
$25,000. If any alterations require additional changes to comply with Laws which are triggered
by Tenant's alterations, all such resulting requirements to comply with Laws shall be at Tenant's
expense and any Landlord consent to such alterations shall be conditioned on Tenant's payment
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for same. Any alterations, additions, or improvements affixed to the Premises, except furnishings,
equipment, and trade fixtures, shall, at Landlord's option, become part of the real property and
belong to Landlord on expiration or termination of the term and any extension thereof. If Landlord
consents to the making of any alteration, additions, or improvements to the Premises, they shall be
made at Tenant's sole cost and expense. Tenant shall keep the Premises free and clear of any liens
or encumbrances which may arise from such work. At Landlord's option, Tenant shall, at its sole
cost and expense, remove all such additions, alterations, and improvements from the Premises at
the end of the term hereof and repair any damage to the Premises occasioned by such removal
provided Landlord notifies tenant of such requirement at the time of any alteration, and any
cosmetic or non-structural alterations shall not require removal. Landlord shall have no liability
for any tenant improvements on the Premises except for events arising from its gross negligence
and willful misconduct.
Assignment and Subletting. Tenant shall not assign or encumber this Lease or any interest
therein or sublet the Premises or any portion thereof either voluntarily or by operation of law
without the prior written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned, delayed or denied. Consent to one assignment, subletting, or use by any person other
than Tenant shall not be deemed to be consent to a subsequent assignment, subletting, or use by
any other person. In considering whether or not to grant such consent, Landlord may consider,
among other things, the proposed tenant's character, credit, and professional standing.
Entry by Landlord. Except for emergencies such as fire, water intrusion and the like which
may be at any time, Landlord and its agents shall have the right to enter the Premises at reasonable
times (but no less than two business days’ notice) to inspect and examine the same and to make
such repairs to the Premises as the Landlord shall deem advisable, and to show the Premises to
prospective tenants, buyers or lenders.
Indemnification.
a. Waiver of Claims. To the extent permitted by law, Tenant waives all claims against
Landlord for damage to person or property arising for any reason, except for such loss or damage
arising from the sole negligence or willful misconduct of the Landlord. Tenant assumes all such
risks for Tenant and any employees, licensees, invitees, agents, or contractors, except for such
claims, loss, or damage arising from the sole negligence or willful misconduct of the Landlord.
b. General Indemnity. To the fullest extent permitted by California law, Tenant agrees
to indemnify, reimburse, hold harmless, and defend Landlord, trustees, its officers, employees,
students, and agents (“Landlord Indemnitees”) against any and all claims, causes of action,
judgments, obligations or liabilities, and all reasonable expenses incurred in investigating or
resisting the same (including reasonable attorney’s fees) on account of, or arising out of, its
negligence in its operation and/or its negligent use or occupancy of the leased portion of the
Premises, specifically including, without limitation, any liability for injury to the person or
property of the Tenant, its agents, officers, employees, licensees, and invitees. This provision is in
addition to any common law or statutory liability and indemnification rights available to Landlord.
Tenant's indemnification of Landlord shall not apply to damage, injury, or death caused by the sole
negligence or willful misconduct of District, its officers, trustees, employees, volunteers, students,
or agents. Tenant shall have no obligation under this agreement for liability proven in a court of
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competent jurisdiction or by written agreement between the parties to be caused by the sole
negligence of Landlord.
Except for Landlord's, or Landlord's trustees’, employees’, officers’, directors’, students’, or
agents’ willful or solely negligent conduct, Tenant hereby agrees that Landlord shall not be liable
for any injury to Tenant's business or operations, or loss of income therefrom, or for damage to the
property of Tenant or Landlord Indemnitees, Tenant's employees, invitees or any other person in
or about the Premises; nor shall Landlord Indemnitees be liable for injury to the person of Tenant,
Tenant's employees, agents, contractors, or invitees, whether such damage or injury is caused by
or results from flood, earthquake, fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning, or lighting fixtures, or from any other cause, whether such damage results from
conditions arising upon the Premises or upon other portions of the Building or buildings in which
the Premises are a part, or from any other sources or places. Landlord shall not be liable to Tenant
for any damages arising from any act or neglect of any other tenant, if any, of the building or
buildings in which the Premises are located, except for such damage arising from the sole
negligence or willful misconduct of the Landlord..
This indemnification shall survive the termination or expiration of this Lease for a period of one
(1) year, but solely with respect to claims arising from Tenant’s use or occupancy of the property
or Tenant’s acts or omissions occurring during the Lease Term, and only to the extent such claims
are not caused by the gross negligence or willful misconduct of Landlord.
Coverage.
a. Tenant shall, at its sole cost and expense, procure and maintain, concurrent with the
execution of and for the duration of this Lease, coverage against claims for injuries to persons or
damages to property which may arise from or in connection with Tenant, including, but not limited
to, the Tenant's agents, representatives, officers, employees, or volunteers. Payment for insurance
shall be the sole responsibility of the Tenant. The following coverage(s), as applicable, are
required:
(1) Liability coverage in an amount not less than $3,000,000 per occurrence
and $6,000,000 general aggregate. The Landlord, its Board of Trustees, and their officials,
employees, volunteers, and agents shall be named as additional protected parties in the Evidence
of Coverage (EOC) provided by the Tenant..
b. Automobile liability coverage covering "Any Auto" in an amount not less than
$1,000,000 combined single limit. The Landlord, its Board of Trustees, and their officials,
employees, volunteers, and agents shall be named as additional protected parties. .
c. Workers' compensation coverage as required by the California Labor Code and
employer's liability insurance in an amount of not less than $1,000,000 per accident or
occupational illness.
d. “Special perils” form personal property insurance covering Tenant’s personal
property on the Premises against any peril included in the classification of "Special Form" for an
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amount not less than 100% of the replacement cost. If applicable, said policy shall name District
as aloss payee, as its interests may appear.
e. Acceptability of Insurers. The insurance required herein must be placed with
carriers as follows:
f. Tenant or Landlord may self-insure or provide insurance through a joint powers
authority.
g. Verification of Coverage. Tenant shall furnish to the Landlord the documentation
set forth in paragraph h. below prior to the effective date of the Lease and, at least 30 days prior to
expiration of the insurance required herein, furnish to the District renewal documentation. Each
required document shall be signed by the insurer or a person authorized by the insurer to bind
coverage on its behalf. District reserves the right to require complete, certified copies of all
insurance required herein at any time. The Tenant shall notify District in writing within five
business days if any insurance required herein is voided by the insurer or cancelled by the insured.
This notice shall be sent by certified mail, return receipt requested, and shall include a certificate
of insurance and the required endorsements for the replacement coverage.
h. Documentation Required. The EOC form shall be received and approved by
District before the Lease commences. As an alternative, Tenant may submit certified copies of any
memoranda of coveragethat includes the required language set forth herein.
i. Liability insurance coverage. The following are required:
(1) The District, its Board of Trustees, and their officials, employees,
volunteers, and agents are included as additional protected parties.
(2) CANCELLATION-The California JPIA will endeavor to provide at least
thirty (30) days notice of any cancellation of coverage or reduction in coverage limits to the
evidence holder.
(3) CONTRIBUTION NOT REQUIRED Coverage afforded by the Tenant’s
liability coverage is primary to any insurance or self-insurance of the District, its Board of
Trustees, or their officials, employees, volunteers, or agents as respects operations of the Tenant.
Any insurance maintained by the District, its Board of trustees, or their officials, employees,
volunteers, or agents shall be in excess of Tenant's coverage and shall not contribute to it.
(4) .
j. Workers' compensation and employer's liability insurance. The following are
required:
(1) CANCELLATION- The California JPIA will endeavor to provide at least
thirty (30) days notice of any cancellation of coverage or reduction in coverage limits to the
evidence holder.
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(2) WAIVER OF SUBROGATION endorsement which provides that the
insurer will waive its right of subrogation against the District, its Trustees, and their officials,
employees, volunteers, and agents with respect to any losses paid under the terms of the workers'
compensation and employer's liability insurance coverage.
k. Self-insured programs and self-insured retentions. Approval. Any self-insurance
program, or self-insured retention must be approved separately in writing by the District's Risk
Manager or designee and shall protect the District, its Board of Trustees, and their officials,
employees, volunteers, and agents in the same manner and to the same extent as they would have
been protected had the policy or policies not contained such self-insurance or self-insured retention
provisions.
l. Legal Defense. Tenant is expressly obligated to provide for the legal defense and
investigation of any claim caused by Tenant against District as an additional insured and for all
costs and expense incidental to such defense or investigation.
m. No Limitation on Liability. Such insurance as required herein shall not be deemed
to limit Tenant’s liability relating to performance under this Lease. District reserves the right to
require complete certified copies of all said policies at any time. The procuring of insurance shall
not be construed as a limitation on liability or as full performance of the indemnification and hold
harmless provisions of this Lease. Tenant understands and agrees that, notwithstanding any
insurance, Tenant’s obligation to defend, indemnify, and hold District, its trustees, officials,
agents, volunteers, and employees harmless hereunder is for the full and total amount of any
damage, injuries, loss, expense, costs, or liabilities caused by or in any manner connected with or
attributed to the acts or omissions of Tenant, its officers, agents, employees, licensees, patrons, or
visitors, or the operations conducted by Tenant, or the Tenant’s use, misuse, or neglect of the
District’s Premises.
n. Tenant’s Failure to Provide. If Tenant fails to procure any coverage required by be
maintained by Tenant hereunder, or renewal thereof, or to provide written evidence the
procurement or renewal thereof on a timely basis, District may (but is not required to), after having
given five (5) business days written notice to Tenant, procure such coverage and charge its cost to
Tenant as an additional fee at cost. Alternatively, District may choose to terminate this Lease
immediately for cause. Tenant shall not do or permit to be done anything that shall invalidate
insurance policies to the maintained by Tenant thereunder.
o. Waivers and Modifications. Any modification or waiver of the insurance
requirements herein shall be made only with the written approval of the District’s Risk Manager
or designee.
p. WAIVER OF SUBROGATION; MUTUAL HOLD HARMLESS/ RELEASE:
Each party hereby releases the other party, and its partners, officers, agents, and employees
from any and all claims, demands, loss, expense, or injury to the Premises or to the furnishings,
fixtures, equipment, inventory, or other personal property of Tenant in, about, or upon the
Premises, which is caused by perils, events or happenings, which are covered by the insurance
required by this Lease or which are the subject of insurance carried by Landlord and/or Tenant and
in force at the time of loss. Each party shall procure an appropriate clause in all coverage required
45635.01000\43860076.6
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by this Lease or any other coverage maintained by Tenant or District, pursuant to which the
coverage provider waive subrogation or consent to a waiver of a right of recovery against the other
party.
Destruction of Premises.
a. Destruction Due to Risk Covered by Insurance. If, during the term of this Lease
and any renewal term, the Premises or the Building and other improvements in which the Premises
are located are totally or partially destroyed from a risk covered by insurance carried by either
Tenant or Landlord for the Building, rendering the Premises totally or partially inaccessible or
unusable, Landlord shall restore the Premises or the Building, and other improvements in which
the Premises are located, to substantially the same condition as they were immediately before
destruction if they can be repaired within 270 days from date of destruction. Such destruction shall
not terminate this Lease. If the existing laws do not permit the restoration, either party can
terminate this Lease immediately by giving notice to the other party. Provided, however, if the
cost of the restoration exceeds the amount of proceeds received from the insurance, or the estimate
of time to fully restore the Premises exceeds the lesser of 270 days or the remaining Term of the
Lease, Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15)
days after determining that the restoration cost will exceed the insurance proceeds.
b. Destruction Due to Risk Not Covered by Insurance. If, during the term of this
Lease and any renewal term, the Premises or the Building and other improvements in which the
Premises are located are totally or partially destroyed by a risk not covered by the insurance,
rendering the Premises totally or partially inaccessible or unusable, Landlord can elect to terminate
this Lease by giving notice to Tenant within fifteen (15) days after determining the restoration cost
and replacement value.
c. Abatement or Reduction of Rent. In case of destruction, there shall be an abatement
or reduction of rent between the date of destruction and the date of substantial completion of
restoration based on the extent to which the destruction interferes with Tenant's use of the
Premises.
d. Waiver of Civil Code Sections. Tenant waives the provisions of California Civil
Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction
of the Premises.
Default and Landlord's Remedies.
a. Default. The occurrence of any of the following shall constitute a default by
Tenant:
(1) Tenant shall fail to pay when due any rent or any other monetary sum
payable under this Lease within 10 days after written notice from Landlord.
(2) Tenant shall fail to observe, keep or perform any of the other terms,
covenants, agreements or conditions contained in this Lease and such default continues for a period
of thirty (30) days after written notice by Landlord specifying the nature of the default with
reasonable particularity, unless the nature of the default is such that more than thirty (130) days is
45635.01000\43860076.6
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required to cure it and Tenant commences to cure it within such thirty (30) -day period and
thereafter diligently pursues it to completion.
(3) Tenant shall become bankrupt or insolvent or make a transfer in fraud of
creditors, or make an assignment for the benefit of creditors, or take or have taken against Tenant
any proceedings of any kind under any provision of the Federal Bankruptcy Act or under any other
insolvency, bankruptcy or reorganization act and, in the event any such proceedings are
involuntary, Tenant is not discharged from the same within thirty (30) days thereafter.
(4) A receiver is appointed for a substantial part of the assets of Tenant, and
such receivership is not released within thirty (30) days.
(5) The abandonment of the Premises by Tenant, or the vacation (hereby
defined to be thirty (30) or more consecutive days of continual absence from the Premises) of the
Premises by Tenant.
(6) This Lease or any estate of Tenant hereunder shall be levied upon by any
attachment or execution and such levy is not released within thirty (30) days.
Notices given under this section shall specify the alleged default and the applicable
Lease provisions, and shall demand that Tenant perform the provisions of this Lease or pay the
rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises.
b. Landlord's Remedies. If any default by Tenant shall occur, and following notice
and cure of any default as required by this Lease (for the period applicable to the default under the
applicable provision of this Lease), Landlord shall have the following remedies in addition to all
other rights and remedies provided by law or equity, to which Landlord may resort cumulatively
or in the alternative.
(1) Landlord shall have the immediate option to terminate this Lease and all
rights of Tenant hereunder by giving written notice of such intention to terminate. In the event
that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid rent which had been
earned at the time of such termination; plus
(b) The worth at the time of award of the amount by which the unpaid
rent which would have been earned after termination until the time of award exceeds the amount
of such rental loss Tenant proves could have been reasonably avoided; plus
(c) The worth at the time of award of the amount by which the unpaid
rent for the balance of the term after the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations under this Lease or
which in the ordinary course of things would be likely to result therefrom; and
45635.01000\43860076.6
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(e) At Landlord's election, such other amounts in addition to or in lieu
of the foregoing as may be permitted from time to time by applicable law.
As used in Subparagraphs (a) and (b) above of this section, the "worth at the time
of award" is computed by allowing interest at the maximum rate an individual is permitted by law
to charge. As used in subparagraph (c) above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%).
(2) In the event of the vacation or abandonment of the Premises by Tenant, or
in the event that Landlord shall elect to reenter as provided herein or shall take possession of the
Premises pursuant to legal proceeding or pursuant to any notice provided by law, then Landlord
shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time
to time recover all rental as it becomes due or relet the Premises or any part thereof for the account
of Tenant on such term or terms and at such rental or rentals and upon such other terms and
conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations
and repairs to the Premises. In the event that Landlord shall elect so to relet, then rentals received
by Landlord from such reletting shall be applied first, to the payment of any indebtedness, other
than rent due hereunder, owed by Tenant to Landlord; second, to the payment of any cost
(including commissions) of such reletting; third, to the payment of the cost of any alterations and
repairs to the Premises; fourth, to the payment of rent due and unpaid hereunder; and the residue,
if any, shall be held by Landlord and applied in payment of future rent as the same may become
due and payable hereunder. Should that portion of such rentals received from such reletting during
any month, which is applied to the payment of rent hereunder, be less than the rent payable during
that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord upon demand.
Tenant shall also pay to Landlord, as soon as ascertained, any and all costs and expenses incurred
by Landlord in such reletting or in making such alterations and repairs not covered by the rentals
received from such reletting.
(3) No reentry or taking possession of the Premises by Landlord pursuant to
this section shall be construed as an election to terminate this Lease unless a written notice of such
intention be given to Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction.
Signs. Landlord agrees that Tenant may provide signs on the Building, including at the
front of the Premises, subject to Landlord’s consent, which shall not be unreasonably withheld,
conditioned, or delayed, and any CC&Rs, City's sign ordinance criteria.
Parking. Tenant shall have the nonexclusive use, in common with Landlord and Landlord's
other tenants, of the parking area owned by Landlord at and around the Premises. It is expressly
understood and agreed the Tenant's right to the use of said parking area shall be non-exclusive and
subject to any rules and regulations, and that Landlord reserves the right to establish and enforce
other rules that shall be universally applied to all tenants and shall not interfere with Tenant’s
Permitted use, with respect to the use thereof, and Tenant agrees to abide by and conform to the
same, as revised from time-to-time.
45635.01000\43860076.6
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Estoppel Certificate. Tenant shall execute and deliver to Landlord within fifteen (15)
business days of request a commercially reasonable estoppel statement. Landlord and Tenant
intend that any estoppel statement delivered pursuant to this Section may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest therein
and failure to execute and return such estoppel shall be a material breach of the Lease.
Eminent Domain. In case the whole of the Premises, or such part thereof that substantially
interferes with the reasonable use of the Premises as office space, shall be taken for any public or
quasi-public purpose by any lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, either party shall have the right
to terminate this Lease effective as of the date possession is required to be surrendered to said
authority. Tenant shall not assert any claim against Landlord or the taking authority for any
compensation because of such taking and Landlord shall be entitled to receive the entire amount
of any award without deduction for any estate or interest of Tenant. In the event the amount of
property or the type of estate taken shall not substantially interfere with the reasonable use of the
Premises as office space, Landlord shall be entitled to the entire amount of the award without
deduction for any estate or interest of Tenant. If there is no substantial interference or if there is
substantial interference, but neither party elects to terminate, Landlord shall promptly proceed to
restore the Premises to substantially the same condition as the Premises existed prior to such partial
taking, to the extent possible by application of the condemnation proceeds only, and a
proportionate allowance shall be made to Tenant for the rent corresponding to the time during
which, and to the part of the Premises of which Tenant shall be so deprived on account of such
taking and restoration. Nothing contained in this Section shall be deemed to give Landlord any
interest in any award made to Tenant for the taking of personal property and fixtures belonging to
Tenant. Each party waives the provisions of California Code of Civil Procedure Section 1265.130
allowing either party to petition the Superior Court to terminate this Lease in the event of a partial
taking of the premises.
Brokers. Tenant and Landlord each represent and warrant to each other that no broker has
represented either of them or is otherwise entitled to a commission or fee in connection with the
transactions contemplated in this Lease. Each party hereby indemnifies, defends and holds the
other party harmless from all loss, cost and expense (including reasonable attorneys' fees) arising
out of a breach of its representation set forth in this Section 23. The provisions of this Section 23
shall survive the termination of the Lease.
Taxes. The Premises are public school property and not subject to property tax. Tenant
shall not be responsible for any property taxes during the Lease term.
Attorneys' Fees. If either party commences an action against the other party arising out of
or in connection with this Lease, the prevailing party shall be entitled to have and recover from the
losing party reasonable attorney's fees and costs of suit.
Notices. Any notice required or permitted to be given hereunder may be given by personal
delivery or by United States certified mail, postage prepaid, addressed as follows:
City of Azusa
Attn: Sergio Gonzalez, City Manager
45635.01000\43860076.6
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213 E Foothill Boulevard,
Azusa, California 9170
Azusa Unified School District
Attn: Arturo Ortega, Superintendent
546 S Citrus Avenue,
Azusa, CA 91702
or at such other address as the parties shall designate in writing.
Waiver; Accord and Satisfaction. No delay or omission in the exercise of any right or
remedy of Landlord on any default by Tenant shall impair such right or be construed as a waiver.
The receipt and acceptance by Landlord of delinquent rent shall not constitute a waiver of any
other default; it shall constitute only a waiver of timely payment for the particular rent payment
involved. No payment by Tenant or receipt by Landlord of a lesser amount than the rent payment
herein stipulated shall be deemed to be other than on account of the rent, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy provided in this
Lease.
Time is of the Essence. Time is of the essence of this Lease as to the performance of all
terms, covenants, and conditions stated herein.
Successors and Assigns. Except as otherwise provided herein, all of the terms and
conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. In the event of any transfer, assignment or other conveyance or
transfers of any such title or tenant, Landlord herein named (and in case of any subsequent transfers
or conveyances, the then grantor) shall be automatically freed and relieved from and after the date
of such transfer. Landlord may transfer its interest in the Premises without the consent of Tenant
and such transfer or subsequent transfer shall not be deemed a violation on Landlord's part of any
of the terms and conditions of this Lease.
Titles and Definitions. The titles of paragraphs herein are for identification only. They
shall not be considered to be a part of this Lease and shall have no effect upon the construction or
interpretation thereof. The word "Landlord" and "Tenant" as used in this Lease shall include both
singular, plural, masculine, feminine, and neuter as the context shall require.
Entire Agreement/Amendment. This Lease contains the entire agreement of the parties
and supersedes all prior negotiations, drafts, and other understandings which the parties may have
concerning the subject matter hereof. This Lease may not be modified except by written
instrument duly executed by the parties hereto or their successors in interest.
Choice of Laws; Interpretation. This Lease shall be governed by and construed pursuant
to the laws of the State of California. The provisions of this Lease shall be construed in accordance
with the fair meaning of the language used and shall not be strictly construed against either party.
45635.01000\43860076.6
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Authority. Each of the persons executing this Lease on behalf of Tenant warrants and
represents that Tenant is a duly organized and validly existing entity, that Tenant has full right and
authority to enter into this Lease and that the persons signing on behalf of Tenant are authorized
to do so and have the power to bind Tenant to this Lease. Tenant shall provide Landlord upon
request with evidence reasonably satisfactory to Landlord confirming the foregoing
representations.
No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of Landlord, operate as an
assignment to it of any or all subleases or subtenancies.
[Signature on following page]
45635.01000\43860076.6
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement on
the day and year set forth below.
LANDLORD:
Azusa Unified School District, a
Dated: By:
Name:
Its:
TENANT:
City of Azusa, a California municipal corporation
Dated: By:
Name:
Its:
ATTEST:
Jeffrey Lawrence Cornejo, Jr., City Clerk
APPROVED AS TO FORM:
_______________________________________
Marco A. Martinez, City Attorney
45635.01000\43860076.6
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EXHIBIT A
MAP OF PREMISES
2
EXHIBIT B-1
TENANT’S IMPROVEMENTS
Tenant shall be responsible for all proposed tenant improvements, including modifications and
signage, which shall be subject to Landlord's review and approval, not to be unreasonably
withheld, conditioned, or delayed, as part of the Lease. Approved improvements may include but
are not limited to:
• Mechanical system repairs (HVAC, electrical, plumbing)
• Window/door repairs
• Ceiling tile repair/replacement
• Interior wall patching and painting
• Flooring repair/replacement
• Bathroom fixture repair/replacement
• Debris removal and site cleanup
• Public service counters and office enhancements
• Kitchenette and signage installation
• ADA improvements
• Network cable raceways and security systems and other information technology
infrastructure needs
• Chain-link perimeter fencing
2
EXHIBIT B-2
PREMISES SITE MAP