LEASE AGREEMENT BETWEEN CITY OF SUNNYVALE AND GRAVIXX, A CALIFORNIA CORPORATION AKA MY DREAM ACADEMY FOR CHILD CARE CENTER AT THE SITE OF THE FORMER RAYNOR SCHOOL, 1500 PARTRIDGE AVENUE
THIS AGREEMENT, dated January 15, 2004, entered into by and between the CITY OF SUNNYVALE, California, a municipal corporation (“CITY”), and GRAVIXX, a California corporation (“LESSEE”);
W I T N E S S E T H:
WHEREAS, CITY is the owner of that certain real property known as the Raynor School Site, 1500 Partridge Avenue, Sunnyvale, and
WHEREAS, LESSEE desires to lease from CITY a portion of said property, described in Exhibit “A” attached to this Agreement and incorporated by this reference herein, and in Paragraph 1 of this Agreement (“the premises”) for use as a child care facility; and
WHEREAS, the lease agreement is for five years starting from March 1, 2004 and continuing to February 28, 2009 and
WHEREAS, it is the desire of the parties and in furtherance of the public health and welfare that the lease be issued to enable LESSEE to operate said childcare center on the premises.
NOW, THEREFORE, in consideration of their mutual covenants, it is agreed between the parties as follows:
1. Facilities to be Provided:
The premises shall consist of the following facilities:
|
Room or Building |
Area in Square Feet |
|
|
|
|
Building 1 – Multipurpose |
|
|
Staff Room |
270 |
|
Kitchen Storage |
253 |
|
Kitchen |
560 |
|
Total Building 1 |
1083 |
|
|
|
|
Building 4 |
|
|
Rooms 13, 14, 15, 16 and |
|
|
bathrooms |
4078 |
|
|
|
|
Building 5 |
|
|
Entire building |
4154 |
|
Improved Play Areas |
N/A |
|
TOTAL USAGE |
9,315 |
2. Permitted Activities of LESSEE: Lessee must obtain all necessary approvals for the site from the Department of Social Services Community Care Licensing Division of the State of California and must maintain its license at all times.
3. Accreditation: LESSEE shall obtain accreditation of the Center through the National Association for the Education of Young Children (“NAEYC”) within 18 months of the start of the business and shall submit copies to CITY of each annual report when LESSEE submits such report to NAEYC. Failure to maintain accreditation shall be deemed a material deficiency in LESSEE's performance pursuant to paragraph 15 below.
4. Utilities: CITY shall provide water, electricity and gas, and refuse collection to the premises. LESSEE shall reimburse CITY its pro rata share of the cost of said utilities based upon the ratio of 1) the square footage of the building space at such site leased to LESSEE; and 2) the entire square footage of metered building space at such site. LESSEE shall pay CITY monthly for its share of utility costs, and LESSEE shall pay all amounts due within thirty (30) days of the date of invoice.
LESSEE shall establish telephone service for the leased premises and shall pay for such service at its own cost and expense.
5. Maintenance and Use of the Premises.
a) Interior Janitorial Services: LESSEE shall provide interior janitorial services.
b) Blacktop and Playground Areas. LESSEE shall be responsible for monitoring and maintaining the cleanliness of adjacent blacktop and fenced playgrounds used by LESSEE. If LESSEE fails to maintain the blacktop and/or playground, City shall have the right to perform all work necessary to accomplish said maintenance and to bill LESSEE the cost thereof. LESSEE shall pay City any amount due within thirty (30) days of date of invoice. City shall be responsible for monitoring and maintaining the cleanliness of all common areas. City shall have the right to enter the premises to undertake all necessary work.
c) Interior Repairs and Maintenance. City shall be responsible for major maintenance and repairs to the leased premises; including maintenance and repair of heating and plumbing, ventilation and air circulation units; changing of light fixtures and electrical work as required; maintenance and repair of roofing, structural foundations, walls, doors, windows, cabinets, sinks and counters and amenities attached or part of the structure and sub-structure of the building including wiring to and underground utilities, conduits, piping, etc., except damage caused by LESSEE, its agents, employees, students, or others participation in LESSEE’s operation, for which LESSEE shall be responsible. LESSEE shall be responsible for other maintenance and repairs not described above in this paragraph, and repair for damage for which it is responsible. If LESSEE fails to perform such maintenance and repair, CITY may do so through its work force and shall bill LESSEE for the costs of such maintenance and repairs. LESSEE shall reimburse City for the cost of such work within thirty (30) days after presentation of a statement to LESSEE.
d) Appliances. CITY will not provide services to, replacement or repair of any appliances such as stoves, refrigerators, freezers, microwaves, washers or dryers.
e) Accessory Equipment and Storage Units. CITY will not provide services to, replacement or repair of any accessory equipment and storage units such as cabinets and sheds installed by LESSEE.
f) Damage. Excepting normal wear and tear, repair or replacement of any property damaged, lost, destroyed or removed as a result of LESSEE’s use of the premises shall be at LESSEE’s sole expense.
g) Playgrounds. The playgrounds used exclusively by LESSEE shall be installed and maintained by LESSEE. Playground apparatus shall conform to all current safety standards
6. Access to Premises. LESSEE, its officers, agents, employees, licensees and invitees shall only have access to the premises between 5:00 a.m. of each day and 1:00 a.m. of the following day, except as otherwise permitted by CITY in writing. CITY, its officers, agents, and employees shall have the right of access to the premises sufficient to permit CITY to perform its obligations under this Agreement.
7. Inspection of Premises. CITY may conduct an inspection of the premises annually to review the condition of the facility.
8. Renovation/Alterations. LESSEE shall not make, or cause to be made, any alteration, addition, or physical change of whatever nature to any building or to the grounds without first submitting a written request to so act, and receiving written approval thereof from CITY. The cost of any such alteration, addition or physical change shall be borne by LESSEE and except as otherwise agreed by CITY, the same will become the property of CITY. CITY shall not withhold approval as to any alteration or addition which is required by law as a prerequisite to LESSEE’s engaging in the operations for which use of the buildings or grounds is authorized under this agreement.
9. Signs and Fences. LESSEE shall be permitted to place and erect such signs, fences, direction markings, parking lot and curb markings, and other facilities as shall permit the convenient use of the premises by LESSEE and the public, for the purposes described herein. All such signs and other facilities shall comply with applicable CITY regulations thereof.
10. Rent.
LESSEE shall pay CITY as rent for the premises, the following amounts, per month, payable in advance prior to the 1st day of each month:
|
Monthly Rental |
Rental Period |
|
|
|
|
$7,906.00 |
March 1, 2004, through February 28, 2005 |
|
$8,143.00 |
March 1, 2005, through February 28, 2006 |
|
$8,387.00 |
March 1, 2006, through February 28, 2007 |
|
$8,639.00 |
March 1, 2007, through February 28, 2008 |
|
$8,898.00 |
March 1, 2008, through February 28, 2009 |
11. Indemnification. LESSEE shall defend, indemnify, and hold harmless CITY, its officers, employees, agents, and volunteers from and against any claims, losses, injuries, suits, or judgments and from any and all liability for any and all claims, losses, injuries, suits, or judgments filed or brought by any and all persons because of, arising, from or resulting from, or in connection with the conduct by LESSEE of any program, activity or service in, on, or about the premises, or because of or arising from any negligent act or omission, its agents, employees, volunteers or subcontractors. LESSEE further agrees to reimburse CITY for all costs, attorneys’ fees, expenses and liabilities incurred in any litigation arising out of any obligation of LESSEE to be performed under this agreement, or arising from any negligence or any willful or intentional misconduct of LESSEE or its agents, employees, volunteers, or subcontractors. The obligation of LESSEE imposed by this paragraph shall not apply to any claims, losses, injuries, suits, actions, or judgments, or any liability for any claim, loss, injury, suit, action or judgment solely attributable to one or more negligent acts or omissions, or to willful or intentional misconduct of CITY, its officers, agents, employees, volunteers, or subcontractors.
12. Insurance. LESSEE shall carry Workers’ Compensation Insurance for all its employees and those of its subcontractors in accordance with the laws of the State of California. LESSEE shall carry public Liability Insurance, Bodily Injury Insurance, and Property Damage Insurance in a policy or policies satisfactory in a form to CITY, in a combined single limit amount of not less than $1,000,000. A certificate of insurance with an additional insured policy endorsement attached is required. Before commencing any programs, services, or activities under this agreement, LESSEE shall submit evidence of the coverage required above to CITY for review and written approval. Such insurance shall be carried with financially responsible insurance companies, admitted in the State of California, and approved by CITY. Such certificates as issued shall specify that no coverage shall be canceled or modified without thirty (30) days prior written notice to CITY, shall name CITY OF SUNNYVALE, its officers, agents and employees as additional insured and, as to those persons, shall be primary coverage.
13. Assignment, Subcontracts. This Agreement and all rights and obligations described herein, shall not be assigned, delegated or subcontracted by LESSEE, except with the written consent of CITY. Any attempted assignment not so consented to shall be void, and at CITY’s option, shall constitute a breach of this Agreement.
14. Term and Termination. The rights and obligations imposed by this Agreement shall commence on March 1, 2004.
This Agreement shall remain in effect through February 28, 2009 unless sooner terminated in the manner provided in paragraph 15 below.
15. Material Breach. The occurrence of any of the following events shall be deemed a material breach of this Lease by Lessee, and shall constitute grounds for Lessor, at its sole discretion, to terminate the Lease:
a. The vacating or abandonment of the Premises by Lessee.
b. The failure by Lessee to make any payment of Rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of fifteen (15) business days after the date when due.
c. Any transfer or attempted transfer of this Lease by Lessee contrary to the provisions of Section 13, above.
d. The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in b. above, where such failure shall continue for a period of ten (10) business days after written notice thereof by Lessor to Lessee except as provided in subsection b. above; provided, however, that if the nature of Lessee's default is such that more than ten (10) business days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commences such cure within said ten (10) business day period and thereafter diligently prosecutes such cure to completion. Should Lessee default, Lessor may continue Lease in effect after Lessee's breach and abandonment and recover Rent as it comes due, if Lessee has right to sublet and assign, subject only to reasonable limitations.
e. The appointment of a receiver to take possession of all or substantially all of the assets of Lessee,
The CITY or LESSEE shall have the right to terminate this agreement at any time during the term of the lease providing written notice is given one hundred eighty (180) days prior to the actual vacation of the premises.
16.Compliance with Laws. LESSEE shall not use the premises, or permit any act to be done in or about the premises, which will conflict with any law, stature, ordinance or governmental regulation now or hereinafter in effect. Violation of this paragraph shall be deemed to be a material deficiency in LESSEE’s performance of this Agreement.
17. Mailing Addresses. Notices and communications required by this Agreement shall be addressed as follows:
|
a) Notices to CITY: |
b) Payments to CITY |
|
Property Manager-Public Works |
Revenue Division |
|
CITY OF SUNNYVALE |
CITY OF SUNNYVALE |
|
P.O. Box 3707 |
P.O. Box 3707 |
|
Sunnyvale, CA 94088-3707 |
Sunnyvale, CA 94088-3707 |
|
|
|
|
c) Notices to LESSEE: |
|
|
Chairman |
|
|
Gravixx Corporation |
|
|
1035 Lorne Way |
|
|
Sunnyvale, CA 94087-5036 |
|
18. Attorneys Fees. In the event that either party commences an action against the other party, or causes the other party to become involved in any litigation arising out of this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney’s fees and costs of suit.
19. Discrimination Prohibited. Neither LESSEE nor any officer, employee, or agent of LESSEE shall discriminate in the employment of persons providing services on the premises in any facility the use of which is authorized by this Agreement on account of race, color, national origin, ancestry, religion, sex, physical handicap, or medical condition, in violation of any federal or state law.
20. Waivers. The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed a waiver of any preceding breach or violation by the other party of any term, ordinance or condition of this agreement or of any applicable law or ordinance.
21. Integration. This document represents the entire and integrated agreement between CITY and LESSEE and supersedes all prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and LESSEE. All provisions of this Agreement are expressly made conditions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed this 15th day of January 2004.
APPROVED AS TO FORM: (“CITY”)
____________________________________ By:________________________________
City Attorney City Property Manager
ATTEST: (“LESSEE”)
_____________________________________ BY:________________________________
City Clerk Ikko Fushiki
BY:________________________________
Maria Fushiki