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C. Subject to the prior administrative approval of Landlord, Lessee may “Sublease” a portion of the Premises to mission-aligned community serving non-profit organizations or groups (“Sublessor”). Such Subleases are solely for the purpose of youth baseball and/or softball related activities such as practices, games, programs, camps, tournaments and classes and the support of such functions thereof; provided however, that each Sublease shall:
i. Be for a term of at least thirty (30) days; and
ii. Require advance written notice to the Landlord; and iii. Comply with the terms and conditions of this Lease, including the insurance requirements.
D. Lessee may “License” a portion of the Premises to mission-aligned community serving non-profit organizations or groups (“Licensee”). Such licenses are solely for the purpose of youth baseball and/or softball related activities such as practices, games, programs, camps, tournaments and classes and the support of such functions thereof. Licenses shall not require notice to, or the consent of Landlord provided that all licenses shall:
i. Be for a period of less than thirty (30) days; and
ii. Be subject to the terms and conditions of the Lease, including insurance requirements.
E. Landlord reserves the right to use the Premises during Lessee’s “off-season” (October – December) for community recreation. Landlord shall maintain all facilities during Landlord’s period of use and provide, through the Landlord’s insurance carrier, a certificate of insurance to Lessee indicating insurance coverage for any community recreation use. All other activities on or about the Premises are prohibited, including but not limited to the following:
F. Lessee shall not do or permit anything to be done in or about the Premises or to bring anything onto the Premises which will in any way affect Lessee’s insurance on the Premises or which shall in any way conflict with any law, ordinance, rule or regulation affecting the occupancy, use or safety of the Premises.
G. Lessee shall not permit alcoholic beverages, narcotics, controlled substances or gambling on the Premises.
H. Lessee shall not use or permit the Premises or any part to be used for any purpose other than the purpose for which the Premises are leased without Landlord’s prior written consent, which may be granted or withheld, in Landlord’s sole discretion. Lessee shall not use or permit the Premises or any part thereof to be used for any purpose or use in violation of the laws, ordinances, or permits applicable thereto. In addition, Lessee shall not use or permit the Premises to be used, or do, or permit acts to be done in or about the Premises which will cause a cancellation of any insurance policy covering the Premises, or any part thereof, nor shall Lessee keep or use, in or about the Premises, any article which may be prohibited by the standard for fire insurance policies. Lessee shall, at Lessee’s 979
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sole cost and expense, comply with any and all requirements pertaining to the Premises or any insurance organization or company, necessary for the maintenance of insurance covering the Premises.
I. Lessee shall not commit, or permit to be committed, any waste upon the Premises, or any public or private nuisance, or other act or thing which may disturb the quiet enjoyment of any other persons near the Premises; Lessee shall not make or permit to be made any alterations of the Premises, or any part thereof, other than that specified in this Agreement, without the prior written consent of the Landlord.
3. Term and Option. The Term of this Agreement shall commence on September 1, 2023 (“Commencement Date”) and shall terminate on August 30, 2028 (“Termination Date”).
4. Rent and Other Compensation. Lessee agrees to pay Landlord as Rent for the Premises, commencing upon the Commencement Date set forth in Section 3A, the annual sum of One Dollar ($1.00) payable in advance on or before the Commencement date of this Agreement. The rent shall be payable to the City of American Canyon and shall be paid at the City of American Canyon Finance Department 4381 Broadway Road, American Canyon, CA 94503, or any other place designated by written notice from Landlord.
5. Security Deposit. Landlord specifically waives its standard security deposit requirements.
Landlord and Lessee mutually acknowledge that no security deposit is required and no security deposit has been made by Lessee as part of this Agreement.
6. Utilities
A. Utility Service Cost: The cost of all utility services – including but not limited to potable water, irrigation water (i.e., "recycled water’), sewer, gas, electric, telecommunications - shall be borne by the Lessee.
B. Sewer System: Lessee is responsible for maintenance of the portions of the on-site sewer collection system (i.e. ‘sewer pipes’) that are “gravity-fed.” The Landlord is responsible for maintenance of the sewer lift station.
C. Recycled Water System: The Premises is currently served by a single metered point of connection to the City’s potable water distribution system. This single connection provides potable water for potable uses (drinking, kitchen, and bathroom) and non-potable uses (irrigation). The Landlord is responsible for providing a new, separate metered point of connection to the Landlord recycled water system. This new recycled water service will provide irrigation water to Premises. The Landlord is also responsible for isolating the remaining potable water point of connection solely for potable uses. The Landlord anticipates undertaking the work necessary to establish provide recycled water for irrigation prior to the start of the 2024 Season (February 2024). Once established, maintenance and repair of the on-site recycled water service is the responsibility of the Lessee. Lessee understands that water is a precious resource and will take all necessary steps to ensure the irrigation system is in good repair and watering as efficiently as possible. Lessee will promptly repair any leak, overspray, or other problem that wastes water.
D. Potable Water System: Notwithstanding the work undertaken by the Landlord to isolate the potable water system from the new (recycled water), maintenance and repair of the on-site potable 980
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water service is the responsibility of the Lessee. Lessee understands that water is a precious resource and will take all necessary steps to ensure the potable water system is in good repair and watering as efficiently as possible. Lessee will promptly repair any leak, overspray, or other problem that wastes water.
7. Improvements. Landlord and Lessee acknowledge the need for improvement to the Little League Complex.
A. Renovation Projects – the following renovation projects are necessary at the Little League Complex:
i. Gravel parking lot and road
ii. Irrigation system repairs and adjustments
iii. Fencing repairs
iv. Parking lot repairs
v. Walkway/viewing plaza
vi. New, separate metered recycled water point of connection and isolation of the remaining potable water point of connection
vii. Infield mix renovation
viii. Field leveling/soil conditioning
ix. Building repairs
B. Responsibility for Renovation Projects.
i. As it pertains to the renovation project contemplated in Section 7.A.v above, the Landlord will endeavor to repair the asphalt surface of the walkway/viewing plaza prior to the start of the 2024 Season (February 2024).
ii. As it pertains to the renovation project contemplated in Sections 7.A.vi above, Landlord will endeavor to construct a new, separate metered recycled water point of connection and isolate the remaining potable water point of connection prior to the start of the 2024 Season (February 2024).
iii. As it pertains to the renovation project contemplated in Sections 7.A.iii, vii and viii above, the Landlord agrees to pay Lessee $60,000 and Lessee will endeavor to repair and adjust the irrigation system, heighten and repair the outfield fences, and renovate all four infield surfaces and re-level the outfield grass surface prior to the 2024 Season (February 2024). iv. Starting in September 2025 and continuing annually each September thereafter for the Term of the Lease, the Landlord agrees to pay the Lessee for pre-approved renovation projects 981
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an amount not to exceed $20,000 annually during the term of the lease. Notwithstanding the above, funding for renovations is subject to annual appropriations and may be reduced or eliminated by the City Council.
C. General Terms Regarding Improvements. Upon the identification of a needed improvement project, the Lessee must consult and discuss the improvement with the Landlord. The Landlord reserves the right to deny or modify the scope, breadth, timing and contracting method of the proposed project. Failure to consult with the Landlord or abide by Landlord modifications may result in breach of contract and Landlord’s refusal to reimburse Lessee for costs.
8. Personnel. Lessee acknowledges that personnel involved in construction, installation, maintenance, and all operations of the Premises will be volunteers, employees, agents, invitees, or contractors of Lessee and will be supervised and directed by Lessee. Lessee acknowledges that it or its volunteers, employees, agents, invitees, or contractors are in no way considered to be employees, agents, invitees, and contractors of the Landlord and have received no compensation of any kind from the Landlord.
9. Maintenance.
A. Lessee shall, maintain or arrange for the maintenance of the Premises, including but not limited to landscape, fencing, buildings, parking lot, utility systems, irrigation system, walks, benches, bleachers, lights, scoreboard and other landscape and facilities not existing or hereinafter constructed within the bounds of the Premises in a good, attractive, safe, clean, and sanitary condition as reasonably acceptable to Landlord.
B. Landlord shall reimburse Lessee for 50% of landscaping costs up to an amount not to exceed $10,000 per year. Maintenance costs may be reimbursed monthly. Each year, prior to the execution of a maintenance agreement with a third-party vendor, Lessee shall consult with Landlord to discuss the scope and cost of the annual agreement. The Landlord will set its portion of maintenance support upon review of the scope and cost subject to available funds. All work performed by Lessee shall be done in a safe and satisfactory manner, and Lessee shall provide adult supervision when volunteers or workers are 18 years of age or younger. At Landlord’s option, if Lessee fails to make all needed repairs and replacements, Landlord may perform and make such repairs and replacements and charge Lessee for the same as additional rent. Lessee waives and releases its right to make repairs at Landlord’s expense under California Civil Code Section 1941-42 or other similar law, ordinance, or regulation now or hereinafter in effect.
C. Landlord staff will remain responsible for maintenance and upkeep of the playground structure.
10. Non-Discrimination. Lessee, in the operations to be conducted pursuant to this Agreement and otherwise, in the use of the facilities, shall not discriminate or permit discrimination against any person or class of persons by reason of race, color, creed or national origin, sex, age, marital status, or other prohibited basis.
11. Holding Over. Should Lessee, with Landlord’s consent, hold possession of the Premises or any portion thereof after the date upon which the Premises are to be surrendered, Lessee will become a Lessee on a month-to-month basis upon all the terms, covenants and conditions of this Agreement.
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12. Notices.
All notices or demands shall be given either in person or by certified or registered U.S. mail, return receipt requested, postage prepaid, United States mail and addressed to the respective parties as follows:
LANDLORD: City of American Canyon
Attn: City Manager
4381 Broadway Street, Suite 201
American Canyon, CA 94503
With a copy to:
William D. Ross, City Attorney
City of American Canyon
4381 Broadway Street, Suite 201
American Canyon, CA 94503
LESSEE: American Canyon Little League
Attn: President
280 Napa Junction Road
American Canyon, CA 94503
All notices or demands are deemed to have been given or made when delivered in person or deposited in the U.S. mail. The address to which any notice or demand may be given to either party may be changed by written notice given as prescribed above.
13. Liability and Indemnity.
A. Lessee has inspected the Premises and agrees to use and occupy it in its present state and condition. Lessee acknowledges that Landlord has made no representations or warranties either express or implied as to the condition of the Premises. As a material part of the consideration for this Agreement, Lessee assumes all risk of damage to property or injury to persons in, upon or about the Premises and Lessee Improvements from any cause whatsoever, except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Agreement, which failure has persisted for an unreasonable period of time after written notice to Landlord of such failure, and Lessee waives all claims in respect thereof against Landlord.
B. To the full extent permitted by law and with counsel reasonably acceptable to Landlord, Lessee shall indemnify, defend, release and save Landlord, its elected and appointed officers and employees, harmless from and against any and all claims, suits, liabilities, actions, damages, penalties, fines or cause of action, including claims for witness and attorney’s fees, asserted by any person, including Lessee, its employees and agents, for personal injury, death or damage to property including the loss of use, economic losses and resulting damage of any kind from any cause whatsoever in whole or in part arising out of this Agreement, the Premises, Lessee Improvements, the use of the Premises, any action or omission done, suffered or permitted by Lessee, its agents or employees or Lessee’s failure to comply with all applicable laws and permit requirements. This indemnification shall not 983
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limit Landlord’s liability for its sole negligence or willful misconduct. This provision of this indemnification shall survive the expiration or termination of this Agreement.
14. Insurance. Without limiting Lessee’s indemnification provided herein, Lessee shall take out and maintain, throughout the period of this Lease, the following policies of insurance placed with insurers with a current A.M. Bests rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Lessee, its agents, employees, or subcontractors:
A. Comprehensive or Commercial General Liability Insurance at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), in an amount of $1,000,000.00 per occurrence for all activities of Lessees, its Contractors and subcontractors in conjunction with this Lease. If work involves explosive, underground or collapse risks, XCU must be included. (If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate shall be twice the required occurrence limit.) Said policy shall contain, or be endorsed with, the following provisions:
A. The Landlord, its officers, employees, and agents are covered as insureds for liability arising out of the operations performed by or on behalf of Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the Landlord, its officers, agents, and employees.
B. The policy shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice (10 days for non-payment of premium) to Landlord by certified mail.
C. The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the insurer’s liability.
D. For claims related to this lease, the Lessee’s insurance is primary coverage to the Landlord, and any insurance or self-insurance programs maintained by the Landlord is excess to Lessee’s insurance and will not be called upon to contribute with it.
E. Any failure to comply with reporting or other provisions of the parties, including breach of warranties, shall not affect coverage provided to Landlord, its officers, employees, and agents.
F. Worker’s Compensation Insurance to cover Lessee’s employees, meeting statutory limits of Labor Code. Lessee shall also require all its contractors and subcontractors to carry Worker’s Compensation Insurance meeting those same requirements. Each policy shall contain or be endorsed to contain a waiver of subrogation against Landlord, its officers, agents, and employees and provide for thirty (30) days prior written notice to Landlord in the event of cancellation. If Lessee has no employees, Lessee may sign and file the following certification in lieu of insurance:
“I am aware of the provisions of California Labor Code Section 3700 which requires every employer to be insured against liability for workers’ compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with the provisions of that code before commencing with and during the performance of the work of this contract.” 984
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G. Lessee shall furnish Landlord with certificates and original endorsements effecting the required coverage prior to execution of this Agreement by Landlord. The endorsements shall be on forms provided by Landlord or as approved by Landlord’s attorney. Any deductible or self-insured retention over $10,000.00 shall be disclosed to and approved by Landlord. If Lessee does not keep all required insurance policies in full force and effect, Landlord may, in addition to other remedies under this Agreement, take out the necessary Insurance, and Lessee agrees to pay the cost of said insurance.
H. Lessee shall complete any and all repairs to damaged property located on the Premises at Lessee’s sole cost and expense and said repairs shall be completed in a timely manner.
I. Certificates of Insurance and properly executed endorsements evidencing the coverage required by the clauses set forth above and signed by a person authorized to bind coverage shall be filed with the Landlord prior to Landlord’s execution of this Lease. The endorsements should be on forms supplied by Landlord or as approved by the Landlord Attorney.
15. Default.
A. Should Lessee (1) fail to pay or cause to be paid any rental payments, tax, assessments, insurance premiums, lien claim, charges or demands herein provided to be paid or caused to be paid by Lessee at the times and in the manner herein provided; or (2) make any general assignment for the benefit of creditors, file or have filed against Lessee a petition to have Lessee adjudged bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy which is not set aside or vacated within thirty (30) days, or have substantially all of its assets located at the premises or Lessee’s interest in this Lease attached, executed upon or otherwise judicially seized and such seizure is not discharged within thirty (30) days; or (3) fail to perform or breach any other covenant, condition, restriction. or agreement of this Lease herein provided to be performed or kept by Lessee for fifteen (15) days after Landlord provides written notice of the same to Lessee, then Lessee shall be in default under this Lease.
B. In the event of any such default by Lessee, in addition to any other remedies now or later available to Landlord at law or equity, Landlord may:
(1) Perform such obligations and any costs associated with performance shall immediately become due and payable by Lessee.
(2) Terminate this Lease and retake possession of the Premises. Upon termination, in addition to any other remedies Landlord may have, Landlord may immediately recover from Lessee all damages Landlord may incur by reason of such default, including the reasonable cost of recovering the Premises; and (a) the worth at the time of the award of all unpaid rent which had been earned to the time of termination; (b) the worth at time of the amount by which all unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (c) the worth at time of the amount by which all unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided.
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The “worth at time of award” of the amounts referred to in subsections (a) and (b) above shall be computed by allowing interest at the maximum annual interest rate allowed by law for business loans (not primarily for personal, family, or household purposes) not exempt from the usury law at the time of termination or, if there is no such maximum annual interest rate, at the rate of eighteen percent (18%) per annum.
The “worth at time of award” of the amount referred to in subsection (c) above shall be 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 %).
For the purpose of determining unpaid rent under subsections (a), (b) and (c) above, the monthly rent reserved in this Lease shall be deemed to be the total rent last payable under Section 4 hereof.
16. Early Occupancy.
Lessee is hereby given the right to enter upon the Premises to conduct surveys, soil tests, and to conduct any other investigations approved in advance in writing by Landlord necessary to determine if the surface and location of the Premises are suitable to Lessee’s purpose prior to the commencement date, so long as Lessee first provides Landlord with an indemnification agreement and insurance meeting the requirements of Sections 11 and 12 hereof prior to entrance upon the Premises.
17. Assignment and Subletting by Lessee.
A. Lessee shall not voluntarily or by operation of law assign, transfer, sublet or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease or in the Premises (“assignment”), without Landlord’s prior written consent which consent shall not be unreasonably withheld. Any request for assignment shall be accompanied by such data relating to the identity and financial condition of the proposed assignee and the material terms of the transfer as may be requested by Landlord to make its decision. Any assignment without the prior written consent of Landlord is void and at the option of Landlord shall terminate this Lease.
B. Reasonable grounds for denying consent include, but are not limited to, any of the following:
(1) Assignee’s character, reputation, credit history is not consistent with the character or quality of the Premises;
(2) Assignee’s financial condition is or may be inadequate to support the Lease obligations.
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(3) Assignee does not intend to occupy the Premises and conduct business thereon for the entire term of the transfer;
(4) The intended business is not allowable under the Lease, the zoning or other applicable regulations.
(5) Lessee’s failure to provide necessary information or documentation to assist Landlord in making its determination.
(6) The intended business would require alteration of the Premises.
Within sixty (60) days after reviewing the Lessee’s request to assign and all required information, Landlord shall approve or disapprove the proposed assignment. If Landlord disapproves the assignment, it shall provide an explanation of its reason(s).
C. If Landlord consents to any assignment, the following conditions shall apply:
(1) Landlord does not agree to waive or modify the terms and conditions of this Lease;
(2) Landlord does not consent to any further assignment; (3) Lessee remains liable under this Lease, and any guarantor of the Lease remains liable under the guaranty;
(4) The assignment must occur within six (6) months after Landlord’s consent;
(5) The assignment is on substantially the same terms of assignment as previously provided to Landlord;
(6) Lessee must deliver to Landlord, promptly after execution, an original, executed copy of all documentation pertaining to the assignment in a form reasonably acceptable to Landlord (including assignee’s agreement to be subject and subordinate to the Lease and to assume Lessee’s obligations under the Lease);
(7) Lessee shall deliver to Landlord an original executed copy of the following agreement:
“Assignee hereby acknowledges and understands that the Premises are owned by the City of American Canyon and leased to Lessee. Upon termination of the Lease between Lessee and assignee, or upon termination of the Lease between the Landlord and Lessee, Assignee agrees to voluntarily vacate the Premises and to make no claim for relocation costs of any nature or for loss of goodwill or for any other claim whatsoever.” 987
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In the event assignee is eligible, makes a claim for, or is successful in becoming eligible for relocation assistance and benefits and/or compensation for loss of goodwill pursuant to Government Code §§7260, et seq. and Code of Civil Procedure §1263.510, Lessee agrees to defend, settle, indemnify, and save harmless Landlord, its officers, agents, and employees from all such claims and/or compensation for relocation assistance and benefits and/or loss of goodwill and/or any other claim, including costs of defense and attorney’s fees. In the event Landlord terminates the Lease by exercising its power of eminent domain, this section shall not apply. (8) Landlord may require Lessee pay to Landlord, as and when received by Lessee, one hundred percent (100%) of the amount of any excess of the consideration to be received by Lessee over and above the rent payable to Landlord under this Lease; and
(9) Lessee must reimburse Landlord upon demand for reasonable attorney’s fees incurred by Landlord including those fees of the Landlord Attorney’s Office in connection with the negotiation, review, and documentation of any such requested assignment; and
(10) Each assignment to which Landlord has consented shall be evidenced by an instrument in writing in form satisfactory to Landlord and shall be executed by both Lessee and the assignee. Each such assignment shall recite that it is and shall be subject and subordinate to the provisions of this Lease including specifically the conditions of this subsection, that the assignee accepts such assignment and agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned), and that the termination of this Lease shall, at Landlord’s sole election, constitute a termination of such assignment.
D. Notwithstanding the foregoing, so long as Lessee is not in default under this Lease, Lessee shall have the right to assign this Lease without Landlord’s consent, to any entity which controls, is controlled by, or is under common control with Lessee, to any entity resulting from merger or consolidation with Lessee, or to any partnership in which Lessee, the general partner of Lessee, or any entity which controls, is controlled by, or is under common control with the general partner of Lessee, is a general partner, or to any person or entity which acquires substantially all of Lessee’s assets, provided that such assignee assumes in full all of Lessee’s obligations under the Lease. In the event of such assignment and a condition thereto (1) Lessee shall furnish Landlord a copy of a written assignment and assumption of obligation; (2)Lessee shall remain liable hereunder as a guarantor of performance by the assignee and (3) Lessee shall require assignee to execute the following agreement:
“Assignee hereby acknowledges and understands that the Premises are owned by the City of American Canyon and leased to Lessee. Upon termination of the Lease between Lessee and assignee, or upon termination of the Lease between the Landlord and Lessee, Assignee agrees to voluntarily vacate the Premises and to make no claim for relocation costs of any nature or for loss of goodwill or for any other claim whatsoever.”
In the event assignee is eligible, makes a claim for, or is successful in becoming 988
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eligible for relocation assistance and benefits and/or compensation for loss of goodwill pursuant to Government Code §§7260, et seq. and Code of Civil Procedure §1263.510, Lessee agrees to defend, settle, indemnify, and save harmless Landlord, its officers, agents, and employees from all such claims and/or compensation for relocation assistance and benefits and/or loss of goodwill and/or any other claim, including costs of defense and attorney’s fees. In the event Landlord terminates the Lease by exercising its power of eminent domain, this section shall not apply.
18. Consent.
Whenever under the Lease the consent or approval of either parry is required or a determination must be made by either party, no such consent or approval shall be unreasonably withheld or delayed, and all such determinations shall be made on a reasonable basis and in a reasonable manner.
19. Access.
Landlord reserves the right to enter upon the Premises to perform maintenance duties, to determine compliance with applicable laws and the terms of this Lease, to post any required notices, make any pairs or replacements that Landlord deems necessary or desirable, or to perform any covenants Lessee fails to perform.
20. Hazardous Materials.
A. Lessee agrees that it will not cause or permit any hazardous material (as defined herein) to be generated, brought onto, used, stored, released or disposed of on, under about or within the Premises by Lessee, or its agents, employees, contractors, subtenant’s invitees or other third parties except for limited quantities of standard office and janitorial containing chemicals categorized as hazardous material. In the event during the term of this Lease it is determined that the Premises is contaminated by hazardous materials through no action or inaction of Lessee, its employees, agents, contractors or invitees, Lessee shall have the right to terminate the Lease upon thirty (30) days written notice to Landlord, but shall not have the right to sue Landlord for damages.
B. If Lessee shall desire to use or store hazardous materials on the Premises at any time:
(1) Lessee shall secure the prior written approval of Landlord for any hazardous material other than the limited quantities of office and janitorial supplies described above;
(2) Lessee (a) shall comply with all federal, state and local laws, statutes, ordinances, and regulations of any kind relating to the use, storage, control, transportation, and disposal of such hazardous materials and the pubic health, safety and protection of the environment; (b) shall obtain all necessary governmental approvals and permit with respect to such activities; (c) shall fully and completely prepare and shall file all 989
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required reports, studies, manifests and environmental impact statements with respect to the same and shall follow all required inspections with respect to the same; and (d) shall supply to Landlord evidence of compliance with this section in form and substance satisfactory to Landlord upon Landlord’s request therefore.
C. If either party becomes aware of any actual or threatened release of hazardous materials on, under or about the business or any inquiry, investigation, proceeding or claim by any agency or person regarding the presence of hazardous materials on, under or about the Premises that party shall give the other party written notice of the same within five (5) days of learning of it and shall simultaneously furnish the other party copies of any claim, notices of violation, reports, or other writings received.
D. Lessee shall, with counsel reasonably acceptable to Landlord, indemnify. defend, release and hold harmless Landlord, its officers, agents and employees, regarding all losses arising out of or resulting from Lessee’s use or storage of any hazardous materials, the release of any hazardous material in or about the Premises or the violation of any environmental law by Lessees, its agents, contractors or invitees including, but not limited to, losses attributable to diminution in the value of the Premises, liability for penalties, costs, fines, claims, expenses, actions, acts of remediation, obligations, changes. etc., resulting from Lessee’s use or storage of hazardous materials or any release or violation. This indemnification shall survive the expiration or termination of this Lease.
E. If the presence of any hazardous material brought onto the Premises by Lessee or Lessee’s employees, agents, contractors, invitees, result in contamination of the Premises, Lessee shall promptly take all necessary actions, at Lessee’s sole expense, to return the Premises to the condition that existed prior to the introduction of such hazardous material. Lessee shall first obtain the Landlord’s approval of the proposed remediation action. Remediation shall not limit Lessee’s indemnification obligation set forth above.
F. As used herein, hazardous materials shall mean any hazardous or toxic substance, material or waste that is or becomes regulated by the federal, state or local government, including:
(1) “Hazardous substances” and “pollutants and contaminants” as defined in CERCLA, 42 USC §§960114 and (33) and regulations issued pursuant thereto;
(2) “Extremely hazardous substances,” “hazardous chemicals,” and “toxic chemicals” as defined in the Emergency Planning and Community Right to Know Act, 42 USC §§ 1102(a), 1121(e) and 1122(c) and regulations issued pursuant thereto;
(3) “Hazardous chemicals” within the meaning of OSHA’s Hazard 990
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Communication Rules, 29 CFR §191O.1200;
(4) Any such materials regulated under state or local environmental laws and regulations similar to the foregoing federal authorities listed in 1-3 above; and
(5) Any materials not covered by, or exempted from, the sources listed in subsections 1-4 above that may nevertheless pose a threat to human health or welfare or to the environment including, without limitation, petroleum, including crude oil or any faction thereof, radon, PCB’s, radioactive material, toxic pesticides and herbicide, valible solvent, materials containing asbestos or formaldehyde.
20. Memorandum of Lease.
Following the execution of this Lease, either party may request and the other party shall execute a Memorandum of Lease for recordation at the requesting party’s expense.
21. Condemnation of Premises.
Should all or any pan of said Premises be taken by any public or quasi-public agency or entity under the power of eminent domain during the term of this Lease such that the Premises are no longer usable for the Lease purposes:
A. Either Landlord or Lessee may terminate this Lease by giving the other thirty (30) days written notice of termination.
B. Any and all damages and compensation awarded or paid because of the taking shall belong to and are hereby assigned to Landlord, except for amounts paid Lessee by said public or quasi-public agency for moving expenses or for damage to any personal property or trade fixtures owned by Lessee, loss of business, goodwill, and the value of the unexpired term of this Lease.
23. Damage or Destruction.
A. If, during the term hereof, the Premises or any part thereof shall be damaged or destroyed from any cause whatsoever, Lessee shall, at its sole cost and expense, repair, restore, rebuild the same in accordance with its condition prior to such damage or destruction or in accordance with any plans and specifications first approved in writing by Landlord.
B. Such work or repair, restoration or reconstruction shall be promptly commenced after the damage or loss occurs and shall be completed with due diligence. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs, restoration, or reconstruction, and 991
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if such insurance proceeds shall be insufficient for such purpose. Lessee shall make up the deficiency out of its own funds. If by reason of the provisions of any financing arrangements executed by Lessee, fire insurance is required to be made payable to the lienholder, Landlord consents thereto, provided that the lienholder has first agreed in writing to make the proceeds of such insurance available for the repair, restoration, and reconstruction of the Premises.
C. Should Lessee fail or refuse to make the repair, restoration or reconstruction as hereinabove provided, then such failure or refusal shall constitute a default under the covenants and conditions hereof, and all insurance proceeds so collected shall be forthwith paid over to Landlord and Landlord may, but shall not be required to, use and apply the same for and to such repair, restoration or reconstruction. If Landlord does not elect to perform the work of repair, restoration or reconstruction of the Premises, any insurance proceeds payable shall be first paid to Lessee’s financing agency, as hereinafter defined, if none named and an additional insured, to the extent of its interest, then to Landlord to cover all costs and expenses of returning the property to its original neat and sanitary condition, and any remaining proceeds shall be equally divided by Landlord and Lessee.
D. In the event of any damage or destruction which Lessee has begun to repair, replace or restore, Lessee shall be entitled to a proportionate reduction in rent based upon the extent of loss of the use of the Premises.
E. The provisions of Sections 1932 and 1933 of the California Civil Code are hereby waived by Lessee. Lessee waives the provisions of any statutes which relate to termination of leases when the thing leased is destroyed and agrees that such event shall be covered by the terms of this Lease. 1 Taxes.
Lessee recognizes that this Lease may create a possessory interest subject to property taxation and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee shall pay, before delinquency, all taxes, assessments, fees and other charges (“taxes”) that are levied or assessed during the term against Lessee’s leasehold interest in the real property or improvements installed or located in or upon the Premises. The foregoing notwithstanding, Lessee shall have the right, at no cost or other detriment to Landlord, to contest with the taxing authorities the imposition or amount of any such taxes.
2 Attorneys’ Fees and Costs.
In any action or proceeding instituted by either party for the purpose of determining or enforcing rights hereunder, the prevailing party shall be entitled to recover all expenses reasonably incurred, including court costs and reasonable attorneys’ fees as determined by the court.
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3 Entire Agreement and Binding Effect.
This Lease and any attached exhibits, as signed by the parties hereto, constitute the entire agreement between Landlord and Lessee; no prior written promises, nor prior contemporaneous or subsequent oral promises or representations shall be binding. This Lease shall not be amended or changed except by written instrument signed by the parties hereto Section captions herein are for convenience only and neither limit nor amplify the provisions of this instrument. The provisions of this instrument shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of said Landlord and Lessee. 4 Abandonment.
If Lessee shall abandon or be dispossessed by process of law or otherwise, any property belonging to Lessee remaining on the Premises thirty (30) days after written notice by City of such abandonment or dispossession shall be deemed to have been transferred to Landlord, and Landlord shall have the right to remove and dispose of such property without liability to account therefore to Lessee or any person claiming under Lessee.
30. Surrender.
A. No act of Landlord or its authorized representatives shall constitute Landlord’s acceptance of a surrender of the Premises by Lessee unless that intent is specifically acknowledged in a writing signed by Landlord. At the option of Landlord, a surrender and termination of this Lease shall operate as an assignment to Landlord of all subleases or sub tenancies. Landlord shall exercise this option by giving notice of that assignment to all sub tenants within thirty (30) days after the effective date of the surrender and termination.
B. On the expiration or termination of this Lease, Lessee shall quit the Premises and surrender possession to Landlord. Lessee shall leave the Premises in as good order and condition as when Lessee took possession of the Premises except for reasonable wear and tear.
On expiration or termination, Lessee shall, without expense to Landlord, remove or cause to be removed from the Premises:
(1) All debris and rubbish;
(2) Any items of furniture, equipment, freestanding cabinet work, and other articles of personal property owned by Lessee or installed or placed by Lessee at its expense in the Premises;
(3) Any similar articles of any other persons claiming under Lessee that Landlord, in Landlord’s sole discretion, requires to be removed; and (4) Any alterations and improvements that Lessee is required to remove under the terms of this Lease.
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(5) Lessee shall, at Lessee’s sole expense, repair all damage or injury that may occur to the Premises caused by Lessee’s removal of those items and shall restore the Premises to its original condition.
C. Upon expiration or termination of the Lease, Lessee shall deliver to Landlord all keys to the Premises. In the event Lessee does not deliver the keys, the rent shall continue unabated until all the keys are delivered to Landlord.
31. Compliance with Law.
A. Lessee shall comply with all applicable requirements of local, municipal, county, state and federal authorities, including laws, statutes, ordinances and regulations now in force or which may hereinafter be in force, pertaining to the Premises and all activities on, in or about the Premises and shall timely secure and comply with the terms any required permits and at its sole expense promptly make any repairs, alterations, improvements, replacements required by any of the foregoing in accordance with Section 7.
B. Notwithstanding anything else contained in this Lease, Landlord retains its full, separate discretionary authority as a government agency to approve, condition and/or deny permits affecting Lessee and to adopt and enforce the terms of such permits as well as any laws or regulations under its jurisdiction.
32. Waiver of Breach.
No waiver of a breach or default shall constitute a waiver of any other breach or default whether of the same or different covenant or condition.
33. General.
A. Time is of the essence of this Lease.
B. Landlord and Lessee covenant and agree that in the event any term, covenant, condition, provision or agreement herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or agreement shall in no way affect another term, covenant, condition, provision or agreement herein contained.
C. Whenever the singular number is used in this Lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word “person” shall include corporation, firm, or association.
D. Nothing contained in this Lease shall be construed as a limitation upon the lawful exercise by the County of Napa of any power or authority vested in it for the protections of persons or property within its jurisdiction.
E. All provisions, whether covenants or conditions on the part of Lessee, 994
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shall be deemed to be both covenants and conditions.
F. Nothing contained in this Lease shall be construed as creating any type of manner of partnership, joint venture or joint enterprise with or between Landlord and Lessee.
G. This Lease shall be construed and enforced in accordance with the laws of the State of California, with venue for all actions in the County of Napa.
H. All references to the terms of this Lease shall include any extension(s) of such term.
I. In the event there is a prior existing lease between Landlord and Lessee or their predecessors in interest, execution of this Lease shall cancel and terminate such prior lease.
J. The City of American Canyon, City Manager is hereby designated by Lessor as its authorized representative to give such approvals and make such regulations and determinations as may be necessary or convenient to implement this Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.
AGREED TO:
LESSEE:
____________________ __________
President Date
American Canyon Little League
LANDLORD:
City Manager Date
APPROVED AS TO BUDGET AUTHORITY:
BY: ________________________ __________
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Finance Director Date
APPROVED AS TO FORM:
BY: ________________________ ___________
City Attorney Date
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City Council Committee Report
Submitted
by: * Councilmember Mark Joseph
Council
Meeting
Date:
11/07/2023
Event
Date: 2023-10-18
Event Type Committee Report
Event Title:* Napa Valley Transportation Authority (NVTA) Event Report: We received an update on various Transportation Projects, including Soscol Junction and the Vine Trail. We also approved the Vision Zero Plan, which is designed to eliminate any deaths or serious injuries from vehicle collisions.
Also attended the Steering Committee on the upcoming road tax initiative, which would maintain the current half-cent sales tax for road maintenance, but it would add the ability to bond for projects. This would give us immediate benefits (in terms of road maintenance as well as regional transportation projects), and still allow for ongoing road repairs efforts. At this point, the committee is focused on working out the details of the initiative, in hopes of reducing any serious opposition.
File/Photo Upload Max file size for all uploads is 25 MB Event
Date: 2023-10-27
Event Type Committee Report
Event Title:* Climate Action Committee
Event Report: After watching a short video on climate change, we approved an electric reach code that encourages (but does not require) all electric homes and prepares non-residential buildings to be "ready" for all-electric service. We added "mandatory options" such as the option to purchase a battery backup, or greater levels of insulation--these options would be an add-on cost, but only if the homeowner wants it. What also makes this an important milestone is that it is the first time the CAC has adopted a model program and sent it to the jurisdictions for their consideration. We added a process in which each jurisdiction would report back to the CAC within 90 days, as to whether they will consider it and/or the actions they took.
We also received a very exciting presentation from the Resource Conservation District about a monitoring system to track Greenhouse Gases on a 24/7 basis. This would cost around $6 million (includes capital installation and 5 years of labor), but it would be the only site of its kind in California and possibly the United States. In effect, we would be a pilot program with international implications. We agreed to set a special meeting to consider supporting this project.
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Date:
Event Type Community Event
Event Title:* Community Events and Activities
Event Report: Volunteer Recognition Ball: As a follow up to the City Manager's meeting with Gateway Award Winners, Joan Bennett and I met with Erik Burrows of the DoubleTree. We have scheduled what will be a newly remodeled ballroom for Saturday, April 27, 2024, for our next Volunteer Recognition Ball. He will provide the room, and there will be a no-host bar. The dinner menu needs to be confirmed, as well as how much the City will provide to discount the price. But it will be a great way to bring back this important community event.
Attended the virtual Democratic Party's pre-endorsement conference.
Meet with the Executive Director of Napa Valley Presents, which provided the Arts Foundation with a grant to produce the second annual ACHS Arts & MusicFest.
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Attended the Kiwanis General Membership Meeting.
Attended a small reception to meet the High School's two new Vice-Principals.
Went to a Halloween party at Pastor Terrence Nichol's Church on James Road.
Met with Terry McGrath. He gave me a tour of his project (which is really taking shape--very impressive) and we discussed various development projects.
Went to the annual Halloween Party at Canyon Plaza, and the ribbon-cutting for the new restaurant, Bonito Poke.
Attended the OSATS Commission meeting, to hear the latest on the Wetlands Restoration plan and the Eco-Center.
Both projects are exciting, will put us on the map, and will improve our community. Very Exciting! File/Photo Upload Max file size for all uploads is 25 MB 998
City Council Committee Report
Submitted
by: * Councilmember David Oro
Council
Meeting
Date:
11/07/2023
Event
Date: 2023-09-28
Event Type Conference
Event Title:* Destination Symposium - Visit Napa Valley Event Report: Visit Napa Valley held its annual industry conference at CIA Copia, Destination Symposium on September 28th. It is designed for those in the tourism and hospitality industry in the valley to promote our iconic brand and destination, the Napa Valley.
They shared statistics and data showing travel trends; the rationale behind VNV's long-range planning process that yields annual operating plans; a sneak peek at upcoming advertising initiatives; the presentation of regional Great Wine Capitals "Best of Wine Tourism" Awards.
Presentation and stats from the conference can be found here:
https://www.visitnapavalley.com/industry/vnv-events/symposium/ File/Photo Upload
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Event
Date: 2023-10-18
Event Type Committee Report
Event Title:* Napa Valley Tourism Corporation Board Meeting Event Report: In addition to update on finances and update on the annual plan, we received an update on the Destination Symposium and covered a lot of what was discussed there. The major takeaway that I'd like to report back is an update on the Napa Valley Tourism Improvement District (NVTID) which sunsets on June 15, 2025. This has funded Visit Napa Valley and marketed our region to tourists for the past decade. It needs to be renewed and the process will take a year-plus which then needs to be approved by local jurisdictions. This process is well under way. Timeline in the attached.
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Event
Date: 2023-09-07
Event Type Committee Report
Event Title:* American Canyon Tourism Board Improvement District Event Report: We did not have quorum for the past two meetings. We are meeting on Nov 15th to find a new time that works for others and we will probably reduce the meetings from quarterly to bi-annually. 999
File/Photo Upload Max file size for all uploads is 25 MB Event
Date: 2023-09-27
Event Type Other
Event Title:* Citizen's Academy Kickoff
Event Report: Attended the first class of this year's Citizen's Academy and welcomed the newest members. Smallest one yet, but nonetheless still important.
File/Photo Upload Max file size for all uploads is 25 MB Event
Date: 2023-10-12
Event Type Committee Report
Event Title:* Napa County League of Governments (NCLOG) Event Report: Joined many elected and staff for the Napa County of League of Governments meeting in St. Helena. The major discussion and presentation was from Kate Hartley, director of the Bay Area Housing Finance Authority. She's leading up a charge to put a regional bond measure on the November 2024 ballot for as much as $20 billion — and possibly try to amend the state Constitution to help it and similar measures pass.
The Bay Area is severely behind on producing the affordable housing needed and as a result nearly half (45%) of Bay Area renters are rent burdened and 38,000 people are experiencing homelessness. Increasing our supply of housing and general obligation bonds at the local level is one of the most powerful affordable housing financing sources available. Unfortunately, current law restricts uses on bond funds and requires a nearly insurmountable 2/3 yes vote for approval of these bonds.
The measure would authorize the issuance of either $10 billion or $20 billion in bonds — a final decision will be made by early next year — which would fund grants and loans to preserve or create affordable housing in all nine Bay Area counties over a 10-year period. Some cities would get dedicated funding, either because they have large populations or they’re slated to build at least 30% of their counties’ low-income housing in coming years.
More at https://bayareahousingforall.org/
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Event
Date: 2023-10-19
Event Type Other
Event Title:* AC Chamber of Commerce GRID Meeting
Event Report: Rode my bike from home to attend the Chamber's Green Island Improvement District (GRID) luncheon meeting at Mezzatta. It was well attended. Discussed were:
Updates to GRID area from Chamber and City Staff (including Public Works) Rideshare program from NVTA
Flock Camera and Crime Update from ACPD
Free ESL classes via the Napa County Office of Education Family services resources via COPE.
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Event
Date:
2023-10-26 Event Type Committee Report
Event Title:* Watershed Information & Conservation Council Event Report: This was the first in-person meeting I attended of the Watershed Information & Conservation Council (WICC). We received a communication plan update on how to reach the right people in Napa County on watershed issues. We then discussed operational and administrative issues. Namely, revisioning the WICC into some new form as in it's current for it's more advisory than policy setting. The group is very large and there was a discussion of paring it down, removing sub-committees, and meeting less or more often. No decisions made, but everyone provided input. There was also discussions of re-starting the Napa Watershed Symposium for 2024. The last one was held in 2019 https://www.napawatersheds.org/symposium
File/Photo Upload Max file size for all uploads is 25 MB Event
Date: 2023-09-11
Event Type Other
Event Title:* 9/11 Ceremony
Event Report: Attended the 9/11 ceremony in AC.
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