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HomeMy WebLinkAboutCC Resolution 26-13387 - Campbell Branch Library Lease AgreementRESOLUTION NO. 26-13387 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL APPROVING A LEASE AGREEMENT FOR THE CAMPBELL LIBRARY BETWEEN THE SANTA CLARA LIBRARY DISTRICT JOINT POWERS AUTHORITY AND THE CITY OF CAMPBELL AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT WHEREAS, on October 24,1972 the County and the City entered into an Amended Lease Agreement for the Campbell Branch Library for the maintenance and operation of a library; and WHEREAS, on August 9, 2001, the County and the cities of Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Milpitas, Monte Sereno, Morgan Hill and Saratoga entered into an Amended and Restated Joint Exercise of Powers Agreement for the purpose of providing library services within their communities, and WHEREAS, the Santa Clara Library District Joint Powers Authority (JPA) Agreement created a separate public agency responsible for the development, administration and operation of an integrated public library system; and WHEREAS, On October 7, 2014, the City approved a Consent to Assignment between the County, the JPA and the City of Campbell to have the lease transferred and assigned from the County to the JPA; and WHEREAS, in October 2025, the City completed construction of a newly renovated library; and WHEREAS, the new library continues to be operated by the JPA; and WHEREAS, the City and the JPA desire to enter into a new lease agreement with respect to the newly constructed library to memorialize the roles and responsibilities of each party. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Campbell approves the lease agreement for the Campbell Library between the Santa Clara Library District Joint Powers Authority and the City of Campbell and authorizes the City Manager to execute the lease agreement. PASSED AND ADOPTED this 19th day of May, 2026 by the following roll call vote: AYES: Councilmembers: Lopez, Hines, Bybee, Furtado NOES: Councilmembers: None ABSENT: Councilmembers: Scozzola APP, OVE Daniel E. Furtado, Mayor ATTEST: Andrea Sanders, City Clerk CAMPBELL BRANCH LIBRARY LEASE AGREEMENT This Lease Agreement (the "Lease") is entered into on June 4, 2026 ('Effective Date"), by and between the City of Campbell, a municipal corporation ("Lessor" or "City"), and the Santa Clara County Library District Joint Powers Authority ("Tenant"). Lessor and Tenant are sometimes hereinafter referred to individually as "Party" and collectively as "Parties". 1. City as Landlord. Tenant acknowledges and understands that Lessor is a municipality consisting of numerous offices and departments. Whenever a provision contained in this Lease, or any extension, modification or amendment, requires the "written consent" of Lessor, such consent must be obtained from the City Manager or authorized designee for the City of Campbell. Tenant may not rely on any statement or representation by any other employee, agent, or representative of Lessor in obtaining such consent and any such statement or representation other than the express written consent of the City Manager or authorized designee shall be null and void and have no effect. Nothing contained in this Section shall limit in any way the authority of any office or department of the City of Campbell from approving or withholding consent to any event or activity regulated by local law. 2. Premises. Lessor owns that certain property at 77 Harrison Avenue, Campbell, California, (the "Premises"). Lessor leases to Tenant and Tenant leases from Lessor a portion of the Property, as further described in Exhibit A (Map/Description of Premises), attached hereto and incorporated herein. The Premises shall include a 24,000 square foot building, 34,000 square feet of parking lot space, and such additional land as depicted in Exhibit A. 3. Use of Premises. a. Tenant shall use the Premises for the sole purpose of the maintenance and operation of a library. The sale of books, educational services, fundraising, community events, and other goods/services incidental to library purposes are deemed consistent with the permitted use of the Premises. b. No one other than Tenant, its agents, employees, volunteers, and patrons is permitted to use the Premises for the purposes described herein, and Tenant shall be fully responsible for the activities of its agents, volunteers and employees on the Premises. c. Use of the parking lot on the Premises is restricted for parking only and Tenant may not permit any other activities on the parking lot without the prior written consent from Lessor. Tenant shall be responsible for all costs to repair any damage to the parking lot, beyond ordinary wear and tear, caused by Tenant's negligence or caused during a special event organized by the Tenant. d. Tenant may not permit the use of the Premises for any purposes other than as described in this Section. e. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance. Tenant shall keep the Premises, and every part thereof, in a safe and sanitary condition, free from any objectionable noises or odors, except as may be typically present for the permitted uses specified in this Section. f. Tenant shall not use, or permit the Premises or any part thereof to be used, for any purpose that will increase the existing rate of insurance upon the Premises, or cause a cancellation of any insurance policy covering the Premises or any part thereof. Nor shall Tenant permit to be kept, used, stored or sold in or about the Premises any article which may be prohibited by any policy of fire insurance covering the Premises. o un JUN 39 202'6 g. Tenant shall comply promptly with all applicable laws, ordinances, rules, regulations, covenants and restrictions of record, and requirements in effect during the Term, regulating the use of the Premises. 4. Condition of Premises. The Parties acknowledge that the building on the Premises is newly constructed. Tenant acknowledges that it recognizes the uniqueness of the newly built Premises and accepts them in their current and disclosed "AS IS, IN ITS CURRENT CONDITION, WITH ALL FAULTS" condition existing on the date of execution of this Lease, subject to all applicable zoning, municipal, county, or state laws, ordinances and regulations affecting the use of the Premises. Tenant acknowledges that it has satisfied itself, by its own independent investigation, that the Premises are new and suitable for its intended use and neither Lessor nor its agents or representatives have made any representation or warranty as to the present or future suitability of the Premises for the Tenant's use. Prior to Tenant's occupancy, the Parties agree to perform a walk-through of the Premises. Lessor may record the condition of the Premises in its discretion. 5. Term. a. The term of this Lease ("Term") shall be for twenty-five (25) years, commencing on June 4 , 2026 (the "Commencement Date") and terminating on __June 3, 2051 b. This Lease shall be renewed automatically for succeeding terms of ten (10) years each unless either Party gives written notice to the other at least one hundred and eighty (180) days prior. c. The Term will expire at 11:59 p.m. on the date specified in Section 5(a) above, unless sooner terminated or otherwise extended as permitted under this Lease. If Tenant should remain in possession of the Premises after the expiration of the Term of this Lease in the absence of a new agreement or amended agreement or after Lessor has declared a forfeiture of this Lease as a result of Tenant's default, then such holding over shall be construed as a tenancy from month to month, subject to all of the terms, conditions, provisions and obligations of this Lease at the time this Lease expires or upon Tenant's default, as the case may be. Unless Tenant obtains the express written consent of Lessor to holding over, Lessor does not waive its right to pursue any legal or equitable remedy against Tenant with regard to Tenant's continued possession of the Premises afterthe expiration of the Term of this Lease. Under this month -to -month tenancy, Tenant may terminate this Lease by providing Lessor with written notice at least thirty (30) days prior to the intended termination date. Lessor may terminate the tenancy by giving notice to Tenant as required by law. d. On the expiration or termination of this Lease, Tenant shall: i. Surrender the Premises to Lessor in a clean and sanitized condition, except for ordinary wear and tear; ii. Remove all of Tenant's property and repair all damages resulting from the removal; and, iii. Surrender in writing or by legal instrument any leasehold interest or claim to the Premises, improvements, equipment, fixtures, and use thereof. e. On the expiration or termination of this Lease, Lessor may remove or dispose of any items Tenant does not remove from the Premises as permitted or required under this Lease. 6. Termination. a. Either Party may terminate this Lease for any reason by giving 180 days prior written notice to the other Party. b. If Tenant breaches this Lease pursuant to Section 23, Lessor shall have the right to terminate this lease by giving Tenant a written notice of default and 30 days from the date of notice within which to cure said default. Unless an exception is granted by Lessor in writing, upon the expiration of said 30-day cure period, should the subject default not be cured, the Lease shall be deemed terminated and Lessor shall have the right to possession of the Premises. 7. Taxes` Assessments: and Licenses. a. Tenant shall be responsible, at its sole cost and expense, for any federal, state, or local taxes, assessments, license fees, and other charges that are levied and assessed against Tenant's personal property installed or located in or on the Premises or any improvements made by Tenant on the Premises pursuant to Section 9 below, and that become payable during the term of this Lease. On demand by Lessor, Tenant shall furnish Lessor with satisfactory evidence of these payments. b. Pursuant to the provisions of California Revenue and Taxation Code Section 107.6, Tenant is hereby advised that the terms of this Lease may result in the creation of a possessory interest. Tenant shall not allow any lien against the Premises or any improvement thereon. 8. Utilities. a. Tenant shall make all arrangements and, at its sole cost and expense, be responsible for obtaining all water, electricity, heat, telephone, internet, sewage services, and any other utilities or services (collectively "Utilities and Services") for the Premises and/or improvements located on or to be located on the Premises. Tenant shall promptly pay orcause to be paid before delinquency all charges, costs, and expenses for the furnishing of all Utilities and Services to the Premises. Tenant shall make arrangements so that the Utilities and Services are billed directly to the Tenant. b. Energy Conservation by Tenant. Tenant shall endeavor to promote energy conservation measures in the operation of all activities at the Premises. Tenant shall comply with all reasonable requests and demands of the Lessor pertaining to the installation and maintenance of energy conservation systems, fixtures, and equipment installed by the Lessor. 9. Alterations and improvements. Tenant may not make any alterations, improvements, changes, or additions to the Premises without obtaining prior written consent of Lessor. For the purpose of this Lease, "Tenant Improvements" shall mean any fixtures, equipment, furnishings, or modifications added to or made to the Premises, installed or caused to be installed by Tenant, or otherwise not present on the Premises prior to Tenant's occupancy. Tenant shall take all steps necessary to ensure that all Tenant Improvements conform with the laws, directives, rules, permits, or regulations of all applicable governmental agencies, including but not limited to obtaining all building or other permits required by local or state regulatory authorities related to any Tenant Improvements. Any Tenant Improvements made by Tenant shall be at the sole cost and expense of Tenant. Any Tenant Improvements shall become part of the realty and belong to the Lessor at expiration or earlier termination of this Lease, except for any furniture, equipment, and trade fixtures that may be removed by Tenant without causing damage to the Premises. 10. Maintenance and Repair->. a. During the Term of this Lease, Tenant shall, at its sole cost and expense, meet all maintenance requirements as provided in the Maintenance and Responsibility Assignments table, attached hereto and incorporated herein as Exhibit B. b. To the extent that any remedies specified in this Lease conflict or are inconsistent with any provisions of California Civil Code section 1942, or any successor statute thereto ("CC § 1942"), the provisions of this Lease shall control. Tenant specifically waives any right it may have pursuant to CC §1942. 11. Prevailing Wage for Public Work. To the extent that the construction of any Tenant Improvements or any other work performed pursuant to this Lease may be considered a "public work" (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Tenant (and any subcontractor performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Lease. Tenant (and any subcontractor) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) 12. Indemnification. To the fullest extent permitted by law, Tenant agrees to indemnify, release, defend, and hold harmless Lessor, its officials, officers, employees, volunteers, and agents from any loss, claim, liability, cost, expense, including attorney's fees (collectively, the "Claims") for any injury or damage to person or property, or of any kind or nature, occurring in, on or about the Premises, arising for any reason related to: (i) the obligations of Tenant, its employees, and agents under this Lease; (ii) the acts or omissions of Tenant or its officers, directors, employees, agents, representatives, invitees, customers, contractors, subcontractors, suppliers, trespassers, or others acting on Tenant's behalf or under Tenant's authority or control; or (iii) the occupancy and/or use of the Premises (including, but not limited to any Tenant Improvements or personal property located therein) by Tenant, or its officers, directors, employees, agents, representatives, invitees, customers, contractors, subcontractors, suppliers, trespassers, or others acting on Tenant's behalf or under Tenant's authority or control; (iv) any breach or default under this Lease by Tenant; or (v) any construction or other work undertaken by Tenant on the Premises (including any design defects). Tenant's obligations in this Section, however, shall not extend to any Claims that are proximately caused by the sole negligence or willful misconduct of Lessor, its officials, officers, employees, volunteers or agents. 13. Insurance. a. Throughout the duration of the Lease, Tenant will maintain and comply with the Insurance Requirements as set forth in Exhibit C. b. Tenant agrees that if Tenant does not maintain any insurance policy required under this Lease or fails to pay any premiums when due, Lessor may, at its election, either terminate this Lease, require that the Premises be immediately closed pending reinstatement of insurance by Tenant, or obtain the necessary insurance and pay the premium, and the repayment thereof shall be due by Tenant and payable within thirty (30) days of the Lessor's notification to Tenant. c. In the event that Tenant fails to maintain insurance coverages, as required in this Lease, and a loss or damage occurs that results in Lessor's liability for copayments, payment of deductibles or retained limit(s), or other such charges to replace the loss under Lessor's applicable insurance policy or self-insurance coverage, Tenant agrees to reimburse the Lessor for all such charges within thirty (30) days of the Lessor's notification to Tenant. 14. Waiver of Loss and Damage. Lessor shall not be liable for any damage to inventory or other property of Tenant, or others, located in, on or about the Premises, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise, which is not the direct result of Lessor's sole gross negligence or willful misconduct, and Tenant waives any claim against Lessor with respect to such property. Lessor shall not be liable to Tenant, Tenant's employees or representatives for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, or leaks from any part of the Premises orfrom the pipes, appliance or plumbing works or from the roof, street, or subsurface, orfrom any other places, or by dampness, or by any other cause of whatsoever nature. Lessor shall not be liable to Tenant, Tenant's employees or representatives for any such damage caused by other Tenants or persons in the Premises, occupants of adjacent property, or the public, or caused by operations in construction of any private, public or quasi -public work. All property of Tenant kept or stored on the Premises shall be so kept or stored at the sole risk of Tenant, and Tenant shall hold Lessor harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers, unless such damage is caused by the sole negligence or willful misconduct of Lessor. 15. Hazardous or Toxic Materials. Tenant shall comply, at its sole cost and expense, with all federal, state and local statutes or regulations concerning environmental conditions, emissions, pollutants and controls. Tenant shall not cause, store, use or permit any Hazardous Material, including without limitation asbestos or polychlorinated biphenyls, to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invites, without the prior written consent of Lessor, which Lessor shall not unreasonably withhold as long as Tenant demonstrates to Lessor's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's use of the Premises, does not violate any requirements of Lessor's policies of fire, causality or public liability insurance and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises. if Tenant breaches any of its obligation stated herein, or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, then Tenant shall indemnify, defend and hold Lessor harmless from any and all claims, judgment, damages, penalties, fines, costs, liabilities or losses, including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees which arise during or after the Lease Term as a result of such contamination. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions, at its sole cost and expense, as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Lessor's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, Material, or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" shall include without limitation, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley -Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and inventory); (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) asbestos; (vii) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (viii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (ix) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.(42 U.S.C. § 6903); or (x) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601), and any amendments or successor statutes thereto. 16. Cornpiiance with Government Regulations. Tenant shall, at its sole cost and expense, comply with all laws, ordinances, statutes, codes, regulations, or other requirements of all local, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises. This Section shall include, but is not limited to, any policies and procedures adopted by the Campbell City Council. With regard to the use of the Premises, Tenant shall faithfully observe all local ordinances and state and federal statutes now in force or which may hereafter be in force. 17. American with Disabilities Act. Tenant acknowledges and agrees, at its sole cost and expense, to comply with the requirements of the Americans with Disabilities Act and any other local, state, or federal law or regulation regarding the accessibility of the Premises by disabled individuals arising from any Tenant Improvements, or any non-structural interior modifications to the Premises, or the Tenant's use of the Premises. 18. CASp Inspection. Lessor states that the Premises has not been inspected by a Certified Access Specialist (CASp). Accordingly, this notice is provided by Lessor pursuant to California Civil Code Section 1938: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or Lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Tenant or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of the construction -related accessibility standards within the premises." Unless otherwise expressly stated in this Lease and subject to the terms of this Lease: a. Tenant may elect at anytime to perform a CASp inspection of the Premises at Tenant's sole cost and expense; b. Any repairs or modifications necessary to correct violations of applicable construction - related accessibility standards within or about Premises are the responsibility, and atthe sole cost and expense, of Tenant; and c. Tenant is responsible, at its sole cost and expense, for compliance with applicable construction -related accessibility standards relating to Tenant's alterations of or improvements to the Premises. 19. Lessor's Right of Entry. Lessor, its agents, contractors, employees and assigns may enter the Premises at all reasonable times to: (a) examine the Premises; (b) perform any obligation of, or exercise any right or remedy of, lessor under this Lease; (c) make emergency repairs to the Premises as Lessor deems necessary; (d) perform work necessary to comply with laws, ordinances, rules or regulations of any public authority or of any insurance underwriter; (e) post "for rent" or "for lease" signs or show prospective tenants the Premises during the last six (6) months of the Term; and (f) perform work that Lessor deems necessary to prevent waste or deterioration in connection with the Premises should Tenant fail to commence to make, and diligently pursue to completion, its required repairs within three (3) days after written demand therefore by Lessor. Lessor will give a minimum of twenty-four (24) hours advance notice of such entry when reasonably practical. To the extent reasonably feasible and except for emergency repairs, any planned repairs, alterations, or improvements by lessor will be at a time agreed to in writing by both Parties. 20. Security of Premises. Tenant shall be responsible for and shall maintain and operate the security system on the Premises, at its sole cost and expense, and Lessor shall have no responsibility therefor. 21. Mechanic's liens. Tenant shall pay, or cause to be paid, all costs for work done by it, or caused to be done by it, on the Premises, and for all materials furnished for or in connection with any such work. If any lien is filed against the Premises on any work not performed by Lessor or on behalf of Lessor, Tenant shall cause the lien to be discharged of record within ten (10) days after it is filed. Tenant shall indemnify, defend and hold Lessor harmless from any and all liability, loss, damage, costs, attorneys' fees and all other expenses on account of claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished for Tenant or persons claiming under Tenant. 22. Assignment and Subletting. Tenant shall not voluntarily or involuntarily assign, lease, mortgage, encumber, or otherwise transfer (collectively a "Transfer") all or any portion of the Premises or its interest in this Lease without Lessor's prior written consent. Any attempted Transfer without the Lessors prior written consent shall be void and constitute a material breach of this Lease. Tenant's subletting of the Premises shall also be strictly prohibited. As used herein, the term "Transfer" shall include an arrangement (including without limitation management agreements, concessions, and licenses) that allows the use and occupancy of all or part of the Premises by another other than Tenant. 23. Events of Default. The occurrence of any of the following shall constitute a material breach and default of this Lease by Tenant: a. The failure of Tenant to pay or cause to be paid any fees, costs, or other charges due Lessor as set forth in this Lease on or before the due date for payment of any such amounts; b. The failure of Tenant to maintain all insurance coverage as set forth in Section 13; c. The abandonment of the Premises by Tenant, except by prior written notice by Tenant at least fourteen (14) days in advance and with the written consent of Lessor; d. Except as otherwise provided in this Lease, the failure of Tenant to do or cause to be done any act as set forth in this Lease, if the failure continues for fifteen (15) consecutive days after notice has been given to Tenant. However, Tenant shall not be in default of this Lease if Tenant commences to cure the default within said fifteen (15) day period and diligently and in good faith continues to cure the default to the satisfaction of Lease; e. Tenant causing, permitting, or suffering, without the prior written consent of Lessor, any act when this Lease requires Lessor's prior written consent or prohibits such act; f. Failure to abide by any local, state, or federal governmental laws, regulations, policies or procedures; or g. Failure to maintain the Premises in a clean, safe, and attractive condition, as described above; and, failure to promptly remedy any maintenance issues within sixty (60) days of notice from Lessor. 24. Damage or Destruction. a. If the Premises are destroyed or materially damaged from a cause not insured against under Lessor's fire or other insurance or self-insurance, or if the amount of available insurance or self-insurance proceeds is not sufficient to completely repair or restore any such damage or destruction, Lessor shall have the right to terminate this Lease by giving written notice of termination to Tenant within thirty (30) days after the date Lessor receives notice of the damage or destruction. If the Lease is not terminated, and the damage is not caused in part or in whole by Tenant, then Lessor shall diligently proceed to repair and restore the Premises to the extent that insurance or self-insurance proceeds are sufficient to completely repair or restore any such damage or destruction. b. If the Premises are materially damaged or destroyed from a cause covered by a fire or other insurance or self-insurance, and it can be repaired or restored within ninety (90) days after commencement of repair or restoration, and the damage is not caused in part or in whole by Tenant, then Lessor shall diligently proceed to repair and restore the Premises. If Lessor determines that the Premises cannot be repaired or restored within this period, then Lessor shall have the right to terminate this Lease by written notice to Tenant given within sixty (60) days after the date of the damage or destruction, and Tenant's obligation to pay costs Tenant is responsible for under this Lease shall terminate as of the date of the damage or destruction, or the date Tenant ceases to do business at the Premises, whichever date is later. c. If the Premises are damaged to the extent of fifty percent (50%) or more of the replacement cost, Lessor may elect to terminate this Lease by written notice to Tenant given within sixty (60) days after the date of the destruction. d. If Lessor elects or is required to make repairs under this Section, Tenant shall vacate the portion of the Premises, orthe entire Premises, as solely determined by Lessor. Tenant shall not occupy the vacated Premises until Tenant's receipt of written occupancy approval from Lessor. e. Except as otherwise provided in this Lease, damage to or destruction of the Premises shall not terminate this Lease or result in the abatement of any charges payable under this Lease. Tenant expressly waives any right it may have, in law or equity, to offset any cost incurred by Tenant for repairs or restoration to the Premises against Tenant's obligations to pay any charges payable under this Lease in connection with Lessor's duties of repair and restoration under this Lease. Lessor's duties of repair and restoration under the provisions of this Lease shall extend only to those portions of the Premises insured by Lessor under a policy of fire or casualty insurance or self-insurance, and to the extent the damage is not caused in part or in whole by Tenant. Lessor shall not be responsible for any loss, damage, or destruction to Tenant's personal property, trade fixtures, merchandise, inventory, or equipment. 25._ Force Maieure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, regulations orcontrols, enemy or hostile government action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the Party obligated to perform, shall excuse the performance by such Party for a period equal to that resulting from such prevention, delay or stoppage. However, Tenant's obligations to make payment for certain costs or fees pursuant to the terms of this Lease shall be excused or reduced only as elsewhere specifically provided in this Lease. 26.. Notices. If either party shall desire or is required to give notice to the other, such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender's account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows: TO LESSOR: City Manager Campbell City Hall 70 North First Street Campbell, CA 9SO08 TO TENANT: County Librarian Santa Clara County Library District 1370 Dell Ave Campbell, CA 95008 The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective. 27. Relationship of Parties. The relationship of the Parties hereto is that of Lessor and Tenant and it is expressly understood and agreed that Lessor is not in any way or for any purpose a partner of Tenant, or a joint venturer with Tenant. 28.. Broker's Commission. Each Party represents and warrants that there are no claims for brokerage commissions or finder's fees arising from that Party's activities in connection with this Lease, and each Party agrees to indemnify and hold the other Party harmless from all liability arising from any such claim. 29. Governing Law. This Lease shall be governed by and interpreted in accordance with California law. 30. _Complete Agreement. This Lease, along with any attachments, is the full and complete integration of the Parties' agreement with respect to the matters addressed herein, and this Lease supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Lease and any other agreement (written or oral), the terms of this Lease shall control. 31. Modification. The provisions of this Lease may not be modified, except by a written instrument signed by both Parties. 32. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Lease shall not render the other provisions unenforceable, invalid or illegal. 33. Waiver. Waiver by any party of any portion of this Lease shall not constitute a waiver of the same or any other portion hereof. 34. Counterparts. The Parties may execute this Lease in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original. 35. Warranty of Authority. The signatories to this Lease warrant and represent that each is authorized to execute this Lease and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Lease. (SIGNATURES ON FOLLOWING PAGE) CITY OF CAMPBELL r 'e! � City Manager Brian Loventhal ` APPROVED AS TO FORM O�fficc of -the ty Attorney Date. SANTA CLARA COUNTY LIBR.A►RY DISTRICT JOINT POWERS AUTHORITY APPROVED AS TO FORM Office of County Ct Tinsel Date: Date: -11 1 1 )-0 -a-� EXHIBIT A [Map/Description of Premises] tip �:onaaxr.n 4�. ,•.,ram., - (""�,�` '.G�1� gip•, � dC7 kk i..Li#/ YSV /� s s sr � �• � �� �•+iuiP }S- 9f u ar i 0 rttlftiK}'tl'Y VeF'�h Yi rL�lYI �.� � • , N � N P i � I low �i 2r•f M 1 FXHIRIT R Maintenance and Responsibility Assignments Building Interior —Operation and maintenance of, or replacement of, any and all appliances, HVAC, BMS, A/V, public address, security system, plumbing, fire alarm, play equipment/structures, elevator, AMHS, IT, fire suppression, etc. ) This shall also include maintenance and replacement of any and all lighting, interior walls, flooring, and fixed furniture. Building Exterior — Operation and maintenance of, or replacement of, all exterior components including but not limited to the exterior walls, roof, generator, HVAC ✓ equipment, IT, and any site lighting connected to the building. Landscape — Maintenance and replacement of hardscape, ✓ site furnishings, trash, irrigation Parking Lot -- Maintenance and replacement of AC paving, stormwater drainage, site lighting not connected to ✓ building Utility Invoices —Account management of all services necessary to operate and maintain the building such as PG&E, SJWC, AT&T, Comcast, etc. (refer to Section 8 of Lease Agreement) Insurance — Liability, fire, event, etc. ✓ EXHIBIT C Insurance Requirements Tenant shall procure and maintain for the duration of the Lease, insurance or self-insurance to fully protect Lessor against claims for injuries to persons, including death, and damages to the Premises and to loss or damage to Tenant's personal property and improvements which may arise from or in connection with the Tenant's operations on, access to, occupancy, and/or use of the Premises. The cost of such insurance shall be solely borne by the Tenant. A. CERTIFICATE REQUIREMENTS The Lessor will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements: • Certificate(s) will show current policy number(s) and effective dates, * Coverage and policy limits will meet, or exceed, requirements below, +► Certificate will be signed by an authorized representative, • An endorsement, as required below, will be provided to show the Lessor, its officers, officials, employees, and volunteers as additional insureds, and • Coverages must be maintained during the term of the Lease with the Lessor, unless a longer duration is required. B. MINIMUM SCOPE AND LIMIT OF INSURANCE Tenant acknowledges that the insurance and self-insurance coverage and policy limits set forth in this Section constitute the minimum amount of coverage required. If Tenant maintains broader coverage and/or higher limits than the minimums shown below, Lessor shall be entitled to the broader coverage and/or higher limits maintained by Tenant. Any available insurance or self-insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Lessor. Coverage shall be at least as broad as the following: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) CG 00 01 in an amount of not less than $2,000,000.00 per occurrence; $4,000,000 general aggregate; $2,000,000 products and complete operations aggregate, including products and completed operations, property damage, bodily injury and personal & advertising injury insuring against all liability of Tenant and its employees, agents, representatives, subtenants, assignees and concessionaires arising out of and in connection with Tenant's use or occupancy of the Premises; and, if applicable, liquor liability for the sale and distribution of liquor and alcoholic beverages. The policy shall allow and be endorsed as primary and not seek contribution from the Lessor's coverage. 2. Property Insurance a. "All Risk" Property Insurance Coverage. Tenant shall, at Tenant's sole expense, obtain and keep in full force and effect an insurance policy covering all of Tenant's personal property, trade fixtures, furniture, play structure, equipment, merchandise located in or upon the Premises, and any improvements or alterations made by Tenant in an amount sufficient to cover not less than one hundred percent (100%) of the replacement value thereof, providing protection against any peril included within including sprinkler damage, vandalism, and malicious mischief endorsements ordinarily included in extended coverage casualty insurance policies. Tenant shall be solely responsible for any uninsured loss or damage caused to Tenant's personal property, trade fixtures, furniture, play structure, equipment, merchandise, improvements or alterations located in or upon the Premises for any reason. b. Business Interruption Insurance. Policy with adequate limits to cover the term of this Lease and shall contain an inflation endorsement if the Premises or Tenant improvements are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. Insurance proceeds thereunder shall be payable to Lessor for loss of rents. 3. Fire Insurance. Tenant shall procure and maintain fire insurance satisfactory to Lessor coveringthe Premises and Tenant Improvements therein in an amount not less than one hundred percent (100%) of the full replacement cost against loss or destruction by fire. 4. Automobile Liability insurance. Tenant shall provide automobile liability coverage for owned, non -owned, and hired autos using ISO Business Automobile Coverage form CA 00 01 (or equivalent) with a limit of not less than $1,000,000 each accident. S. Workers' Compensation and Employer's Liability Insurance. Tenant shall maintain policies as required by applicable law against liability arising on account of injuries or death to workers or employees on the Premises or any improvement of Tenant. Such workers' compensation insurance shall be in amounts at least equal to the maximum liability of Tenant, its agents, and contractors under the Workers' Compensation Insurance and Safety Act of the State of California and the Federal Longshore and Harbor Workers' Compensation Act, as applicable. Tenant shall also maintain Employer's Liability insurance with limits no less than One Million Dollars ($1,000,000) each accident for bodily injury or disease, $1,000,000 by disease -policy limit, $1,000,000 by disease -each employee. Such insurance shall include and be endorsed with a waiver of subrogation in favor of Lessor. C. OTHER INSURANCE PROVISIONS ADDITIONAL INSURED STATUS The Lessor, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the Commercial General Liability, Fire Insurance, and Automobile Liability with respect to liability arising out of work or operations performed by or on behalf of Tenant, including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. Commercial General Liability coverage will be provided in the form of an endorsement to Tenant's insurance at least as broad as iSO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used). PRIMARY COVERAGE For any claims related to this Lease, Tenant's insurance coverage will be primary and non- contributory as respects the Lessor, its officers, officials, and employees. Any insurance or self- insurance maintained by the Lessor, its officers, officials, and employees will be excess of Tenant's insurance and will not contribute with it. NOTICE OF CANCELLATION Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the Lessor. If a carrier will not provide the required notice of cancellation, the Tenant shall provide written notice to the Lessor of a cancellation no later than ten (10) business days before cancellation. WAIVER OF SUBROGATION Tenant hereby grants to the Lessor a waiver of any right to subrogation under the Commercial General Liability, Automobile Liability, Property Coverage, and Workers' Compensation/Employer's Liability policies, which any insurer of said Tenant may acquire against the Lessor by virtue of the payment of any loss, including attorney's fees under such insurance. Tenant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the Lessor has received a waiver of subrogation endorsement from the insurer. EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES Tenant may use excess liability/umbrella liability policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self -Insured Retentions (SIRS), indemnity, and defense requirements. The excess liability/umbrella liability insurance policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Tenant's primary and excess liability policies are exhausted. DURATION OF COVERAGE Commercial General Liability, and if applicable, Excess Liability/Umbrella Liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of ten (10) years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided, for at least ten (10) years after completion of the contract of work. SELF -INSURED RETENTIONS (SIR) Self -insured retentions must be declared to and approved by the Lessor. Lessor may require Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or Lessor. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the Lessor. VERIFICATION OF COVERAGE Tenant will furnish the Lessor with original Certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL, and any Excess Liability/Umbrella policies, as applicable, listing all policy endorsements to be approved by the Lessor before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Tenant's obligation to provide them. The Lessor reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. SUBCONTRACTORS Tenant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates of insurance and endorsements for each contractor and subcontractor for any work related to the leased premises. Tenant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Tenant shall ensure that Lessor, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s). SPECIAL RISKS/CIRCUMSTANCES Lessor reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Tenant.