Leases with Current Long-term Goleta Community Center Tenants — Goleta City Council, December 20, 2022

Agenda Item D.7

CPMS CONSENT CALENDAR
Meeting Date: December 20, 2022

TO: Mayor and Councilmembers

FROM: Kristy Schmidt, Assistant City Manager

CONTACT: Shannon Kirn, Management Analyst

SUBJECT: Leases with Current Long-term Go leta Community Center Tenants

RECOMMENDATION:

A. Authorize the City Manager to enter into a Commerc ial Lease Agreement at 5681 Hollister Avenue in the amount of $7, 562.00 per month with Community Action Commission of Santa Barbara County (DBA CommUnify) for a term expiring June 30, 2024, subject to annual renewal thereafter; and
B. Authorize the City Manager to enter into a Commerc ial Lease Agreement at 5689 Hollister Avenue in the amount of $11,53 4.00 per month with Rainbow Childhood Education, Inc. for a term expiring June 30, 2024, subject to annual renewal thereafter; and
C. Authorize the City Manager to enter into a Commerc ial Lease Agreement at 5681 Hollister Avenue in the amount of $878.00 per month with Kevin Long Resilience Personal Training for a term expiring June 30, 2024, subject to annual renewal thereafter.

BACKGROUND:

On February 24, 2022, the City Council a pproved a Management Plan for the City to assume direct management of the Goleta Comm unity Center effective January 1, 2023.

Council authorized the City Manager to negot iate one-year lease agreements with the Goleta Community Center (GVCC) organization’s current long-term tenants on the same substantive terms they had with the GVCC. Long-term sublease tenants of the GVCC include the Community Action Commission, (DBA CommUnify) providing Head Start and Early Head Start Programs, the Rainbow Childhood Education (Rainbow School) providing early childhood education, and Kevin Long Fitness providing fitness training.

DISCUSSION:

Staff met with the current long-term tenants and drafted leases with similar terms to their current subleases with the GV CC. Table 1 below provides additional information about 1 Meeting Date: December 20, 2022

Page 2 of 3 ends

the GCC tenants and the new proposed lease. The premises and the monthly rent for each lease did not change from the existing lease with the GVCC.

Table 1. GCC Leases
Tenant Rooms Occupied Square
Footage
New Lease Term Monthly
Rent
CommUnify Building B Rooms
9, 10, 11, 12,
kitchen area and
ad
jacent play areas
4,933 + Play
Areas and 7
Parking
Spaces
Expire June 30,
2024, subject to
annual renewal
$7,562.00
Rainbow
School
Building C Rooms
6, 7, 8, 9, 10, 11,
12, 13 and adjacent
pla
y areas
7,195 + Play
areas
Expire June 30,
2024, subject to
annual renewal
$11,534.00
Kevin Long Building B Room
14b
707 Expire June 30,
2024, subject to
annual renewal
$878.00
Each new lease begins with
an 18-month term and then will be subject to annual renewal for 12 months at the start of the new fiscal year on July 1, 2024, unless prior written notice is provided. Upon determination of management of the Goleta Community Center, the lease agreements will either transfer to a new facility lessor/operator or remain under City management. Each lease agreement has a pr ovision to allow for the succession or transfer of the agreement to another party if needed.

See Attachments 1, 2 and 3 for the proposed lease agreements.

GOLETA STRATEGIC PLAN:

The actions recommended in this report are related to the following goals and objectives from the City of Goleta’s 2021-23 Strategic Plan.

Strategic Goal: 6.3. Support the continued vigor and vitality in Old Town Objective: 6.3.2. Investigate future management options of the Goleta Valley Community Center and secure a long-term agreement fo r the management of the facility and operations.

FISCAL IMPACTS:

These leases collectively generate $239,688.00 in revenue annually or $19,974 monthly, which supports the operation of the Community Center. Each lease has a provision for a CPI increase to rents each fiscal year. For the six months left in current FY 22/23 staff anticipates $119,844 in revenue to received fiscal year end.

ALTERNATIVES:
2 Meeting Date: December 20, 2022

Page 3 of 3 ends

Council could choose not to approve the leases or have staff renegotiate with the tenants; however, not approving or renegotiating will ext end the time it takes for each tenant to secure space to provide important community services and potentially have an interruption in their ability to provide those services.

Both CommUnify and Rainbow School have r equested a longer init ial term than the proposed 18 months. Staff plan to return to Council for consideration of the request to extend the initial term following the completion of the Goleta Community Center strategic planning process in the spring of 2023. They have indicated that a longer lease can be helpful for licensing and grant application purposes. Alternatively, given the important role that these institutions play at the Goleta Community Center, Council could provide the City Manager with the authority to agree to a longer initial term (e.g., 5.5 years, expiring June 30, 2029) now.

Reviewed By: Legal Review By: Approved By:

___________________ ______ _____________ _________ ________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attor ney City Manager

ATTACHMENTS:

1. Draft Commercial Lease of 5681 Hollister Avenue to CommUnify

2. Draft Commercial Lease of 5689 Hollister Avenue to Rainbow School

3. Draft Commercial Lease of 5681 Hollister Avenue to Kevin Long 3 ATTACHMENT 1

Draft Commercial Lease of 5681 Hollister Avenue to CommUnify

4 65266.00300\40497345.1

1 COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (the “ Lease”) is made and entered into by and between CITY OF GOLETA, a California municipal corporation (“ Landlord”) and COMMUNITY ACTION COMMISSION of SANTA BARBARA COUNTY (DBA CommUnify), (“Tenant”), under the following terms and conditions:

Description of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a portion of the building(s) located at 5681 Hollister Avenue, Goleta, CA , known as Building B , play areas, associated with Building B, and parking spaces in the main parking lot associated with the main building, commonly known as Building A, all of which shall be , referred to as “Premises” as shown in Exhibit A “map of CommUnify lease area” . The Premises are further described as follows:

Premises 1: Exclusive use of Rooms 9, 10, 11, 12 and kitchen area in the building commonly known as Building B, at 5681 Hollister Avenue, Goleta, CA (4,933 square feet).

Premises 2: Play areas associated with Building B at 5681 Hollister Avenue, Goleta, CA, bounded by chain link fencing and Building B.

Premises 3: Exclusive use of six (6) parking spaces at the Goleta Community Center parking lot identified as CommUnify “Pool Vehicles” parking spaces and one (1) additional parking space for the Head Start Program van.

Term, Occupancy, and Renewal.
a. Term. The term shall start on January 1, 2023 and expire on June 30, 2024 but the term shall automatically renew for another 12 months unless either party provides written notice of termination 60 days prior to the expiration of the term (“Term”).

Rent. The rent during the term of this Lease shall be $5,763.00 per month for Premises 1, $1,295.00 per month for Premises 2 and $504 per month for Premises 3 for a total of $7,562.00 per month, subject to increase as provided in Section 3C. (“Rent”). Tenant shall, commencing on January 1, 2023, and continuing thereafter on the first (1 st) day of each and every month during the term of this Lease, pay to Landlord, in advance, Rent without setoff, deduction or demand. a. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease. If any payment of Rent due from Tenant is not received by Landlord within five (5) days after it becomes due, Tenant shall additionally pay to Landlord the greater of $100 or 5% of the overdue rent as a late charge. b. Interest on Unpaid Rent. Rent or other charges as provided in t his Lease not paid
within five (5) days of the date due shall, in addition to any late charges under Section 3A , bear interest at the lesser of the maximum legal rate or 5% per annum from the date due until paid. 5 65266.00300\40497345.1

2 c. Annual Adjustment. Beginning on July 1, 2023, Rent shall increase annually at the end of each 12-month period by any increase in the Consumer Price Index (“CPI”) as determined by the U.S. Bureau of Labor Statistics for all Urban Consumers for the Los Angeles Area over the previous calendar year. Should the CPI be discontinued, the index used for comparison shall be a comparable index as designated by the Bureau. It is recognized by both parties that the Index for any month is not published for approximately two months. Tenant shall, therefore, continue to pay the current Rent paid by Tenant until such time as the new Rent is calculated and, at that time, Tenant shall, within ten (10) days of Rent that has been adjusted for CPI, pay the CPI adjusted Rent t. In no event shall Rent ever decrease below the prior year’s Rent even if the CPI is negative.

In years where CPI is negative, the Rent shall remain the same as the prior year’s Rent. d. T
enant may lease additional space from Landlord on an “as available” basis, for which Tenant will be charged the current commercial rental rates. e. F air Market Rent Acknowledgement . Landlord and Tenant agree the lease value of the Premises as of the January 1, 2023 is less than the fair market value, based on the value of surrounding commercial property. The difference between the fair market value and the rate applied to square footage in this Lease shall be considered to be a share of cost contribution made by Landlord in support of Tenant’s programs.

Place of Payment of Rent . Rent and all other sums which shall become due under this Lease, including but not limited to late charges and additional rent, shall be payable by hand delivery or mail at the office of the Landlord located at 130 Cremona Drive, Suite B, Goleta, CA 93117, Attn: Finance Director, or at such other place as Landlord may designate from time to time in writing. Mailed payments must be received (not postmarked) by Landlord by the date due.

Parking “Pool Vehicles”. Tenant’s employees that leave a private vehicle on the main parking lot while using a Tenant Pool Vehicle, must park their private vehicle in the parking stall of the Pool Vehicle they are using. Private vehicle must also display a window sticker ( CAC Parking Pass), so that Landlord knows the vehicle is authorized to park in the main parking lot.

3 d. Condition Upon Surrender. Upon termination of this Lease, Tenant shall surrender the Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by fire, earthquake, or act of God excepted, and including any repairs or improve ments made by Tenant. If Tenant fails to maintain the Premises in good order and repair in accordance with Exhibit B, after thirty (30) days' prior written notice, Landlord may, at its option, make such maintenance and repairs in accordance with Exhibit B, and Tenant shall pay the reasonable cost thereof as additional rent hereunder within ten (10) days after receipt of a written statement therefor. In the event the giving of thirty (30) days' prior notice may, in Landlord’s sole discretion, result in additional damage to the Premises, Landlord may make such maintenance and repairs in accordance with Exhibit B, at Tenant's expense, without thirty days' prior written notice.

Use. The Premises shall be used only for the operation of early ch ildhood education, classrooms, offices, play yards and kitchen space. Tenant shall not use any portion of the Premises for purposes other than those specified without first obtaining the written consent of Landlord.

Tenant shall not do, bring, or keep anything in, on, or about the Premises which will in any way increase the premium rate or cause the cancellation of any fire or other insurance upon the Premises or the buildings on which the Premises are located or any of its contents.

Compliance with Laws/Hazardous Materials.
a. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to comply with all applicable laws, ordinances, rules and regulations of governmental authorities applicable to the Premises or the use or occupancy thereof, including, without limitation, the law commonly known as the Americans With Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299 (collectively, “Laws”). b. Tenant shall not cause or permit any Hazardous Materials, as defined under the California Health and Safety Code, to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the building by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its agents, employees or contractors), and sha ll indemnify Landlord against same.
c. I
nspection by Certified Access Specialist . Landlord discloses that the Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: “ 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 lessee or tenant, if requested by the lessee or tenant.

4 coordination with the Landlord or building’s property manager; (iv) any repairs or modifications necessary to correct any violation of construction- related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initials: ______________ Tenant hereby waives its right to have a CASp inspection of the Premises Initials: ___________ Waste; Nuisance; Quiet Enjoyment . Tenant shall not suffer or commit any waste or nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the quiet enjoyment of any other tenant or occupant of the building that is a part of the Premises or injure or annoy them. Tenant shall not use or allow the Premises to be used for any improper, immoral, or objectionable purposes, to be determined Landlord's sole and absolute judgment.

Utilities. Tenant shall pay its proportional share, as determined by Landlord, of all electrical charges for the Premises. Tenant shall be invoiced for such electrical charges and such invoices shall be paid together with Rent in the month following receipt. Landlord reserves the right to invoice Tenant for any additional utilities and services furnished to or used by Tenant upon the Premises, including, without limitation, gas service, water, trash, janitorial, cable service, telephone services, security or alarm system and all co nnection charges. Landlord shall not be responsible for any interruptions or disturbance of service regardless of whether Tenant is paying directly for such services or if such services are being contracted for by Landlord, nor shall there be any abatemen t of rent resulting from any cessation or interruption of utility service or other service contemplated by this section. Tenant shall deposit all trash only in designated areas.

Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to the interruption or failure of any services to be provided under this Lease.

Entry by Landlord. Landlord and its agents shall have the right to enter the Premises at reasonable times to inspect and examine the same and to make such repairs to the Premises as the Landlord shall deem advisable, and to show the Premises to prospective tenants, buyers or lenders.

5 b. General Indemnity . Tenant agrees, as an independent unsecured obligation, separate from any of its promises or covenants in this Lease, to indemnify, defend (with counsel selected by Landlord at Tenant's expense), protect and hold harmless Landlord, its public officials, its emplo yees, agents, officers, wardens, officiants, legal counsel, assigns, any successor or successors to Landlord's interest in the Premises and any future owners of the Premises to whom this Lease is assigned (hereinafter collectively referred to as the “Indemnitees”) from and against all claims, actual damages (including but not limited to special and consequential damages), punitive damages, injuries, costs, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses arising out of any damage to any person or property occurring in, on, or about the Premises, except for any acts of gross negligence or willful misconduct by Landlord. Tenant's obligation under this paragraph to indemnify and hold the Indemnitees harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. Landlord shall not be liable to Tenant for any damage by or resulting from any act or negligence of any other tenant of property adjoining the Premises or by the owner or occupant of any adjoining or contiguous property.

Insurance.
a. Liability Insurance. Tenant shall carry, during the term hereof, public liability and property damage insurance with a single combined liability limit of not less than $1 million per occurrence, $2 million in aggregate, property damage limits of not less than $1 million insuring against all liability of Tenant and its authoriz ed representatives arising out of and in connection with Tenant's use and occupancy of the Premises, and statutory worker's compensation Insurance for any employees. Landlord shall be named as an additional insured on each such policy. Tenant shall provide proof of such insurance in the form of a certificate of insurance prior to taking occupancy of the Premises.
b. Waiver of Subrogation. The parties release each other, and their respective authorized representatives, from any claims that are caused by or r esult from risks which are insured against under any insurance policies carried by the parties and in force at the time of any such damage and to the full extent of any proceeds paid under said policies. c. Primary/noncontributing. C
overages provided by Tenant shall be primary and any
insurance or self-insurance procured or maintained by Landlord shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of Landlord before the Landlord’s own insurance or se lf-insurance shall be called upon to protect it as a named insured.

6 shall restore the Premises , and other improvements in which the Premises are located, to substantially the same condition as they were immediately before destruction if they can be repaired within 270 days from date of destruction. Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15) days after determining that the restoration cost will exceed the insurance proceeds.
b. D
estruction Due to Risk Not Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or other improvements in w hich the Premises are located are totally or partially destroyed by a risk not covered by the insurance, rendering the Premises totally or partially inaccessible or unusable, Landlord can elect to terminate this Lease by giving notice to Tenant within fift een (15) days after determining the restoration cost and replacement value.
c. Abatement or Reduction of Rent.

In case of destruction, there shall be an abatement
or reduction of rent between the date of destruction and the date of substantial completion of restoration based on the extent to which the destruction interferes with Tenant 's use of the Premises.
d. Waiver of Civil Code Sections. Tenant waives the provisions of California Civil Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction of the Premises.

7 b. Landlord's Remedies. If any default by Tenant shall occur, and following notice of default as required by this Lease (for the period applicable to the default under the applicable provision of this Lease), Landlord shall have the following remedies in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative.
(1) L
andlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(b) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant 's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in Subparagraphs (a) and (b) above of this section , the “worth at the time of award” is computed by allowing interest at the maximum rate an individual is permitted by law to charge. As used in subparagraph (c) above, the “ worth at the time of award ” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
(2) In the event of the vacation or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to reenter as provided herein or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then Landlord shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time to time recover all rental as it becomes due or relet the Premises or any part thereof for the account of Tenant on such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises.
(3) No reentry or taking possession of the Premises by Landlord pursuant to this section shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.
11 65266.00300\40497345.1

8 Estoppel Certificate. Tenant shall execute and deliver to Landlord within ten (10) days of request a commercially reasonable estoppel statement. Landlord and Tenant intend that any estoppel statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the building or any interest therein and failure to execute and return such estoppel shall be a material breach of the Lease.

Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit.

Notices. Any notice required or permitted to be given hereunder must be given in writing.

TO LANDLORD: Attention: City Manager’s Officer
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117

TO TENANT: Attention: Patricia Keelean
CommUnify Central Administration
5638 Hollister Ave. Suite 230
Goleta, CA 93117

Waiver; Accord and Satisfaction . No delay or omission in the exercise of any right or remedy of Landlord on any default by Tenant shall impair such right or be construed as a waiver.

The receipt and acceptance by Landlord of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. Time is of the essence of this Lease as to the performance of all terms, covenants, and conditions stated herein.

Successors and Assigns . Except as otherwise provided herein, all of the terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. In the event of any transfer, assignment or other conveyance or transfers of any such title or tenant, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease.

This Lease contains the entire agreement of the parties and supersedes all prior negotiations, drafts, and other understandings which the parties may have concerning the subject matter hereof. This Lease may not be modified except by written instrument duly executed by the parties hereto or their successors in interest. T his Lease shall be governed by and construed pursuant to the laws of the State of California.

9 the event that a possessory interest is created, Tenant shall be responsible for payment of any taxes levied against such possessory interest.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and year set forth below.

LANDLORD:

CITY OF GOLETA, a California municipal
corporation

Dated: B y:

Name:

Its:

Approved as to Form

MEGAN GARIBALDI, CITY ATTORNEY

_______________________________________
Winnie Cai, Assistant City Attorney

TENANT:

COMMUNITY ACTION COMMISSION of

SANTA BARBARA COUNTY (DBA
CommUnify)

Dated: B y:

Name:

Its:
13 Exhibit A
14 ITEM NOT
APPLICABLE Tenant Landlord

CITY OF GOLETA
Facility Upgrades
Capital Project Planning X
Capital Project Execution X
Furniture Purchases and Upgrades X
1 Building Exterior (Leased space)
Repair Walls X
Painted Surfaces X
Door and Window Trim X
Doors, Hardware X
Windows: Hardware and Screens X
Locks X
Roof X
Rain gutters X
Flashing X
Down spouts X
Pest Control X
Lighting
Bulbs X
Fixtures X
Transformers X
Fluorescent Lights X
Ballast X
Handrails X
Signs (identification, directional, ADA) X (removable) X (fixed) Timers (lighting, landscaping) X*
Sewer Pipes X
Decking X
Exterior Patios X X - Code Compliance
Water Softener, Filter and Conditioner X
Stairs X
Roof Drains X
Drinking Fountains X
Gates X
Gas/Water pipe lines X
Electrical Lines X
Janitorial Service X
Phone/Computer/Cable Lines X*
2 Building Interior
Walls (structural)
Painted Surfaces X
Door Hardware X
Locks X
General Cleaning X
Floor, Sweeping and Cleaning X
Carpet, Vacuum X
Carpet, Cleaning/Shampoo X
Carpet, Replacement X
Window Coverings X
Trash X
Lighting
Bulbs X
Fixtures X
Transformers X
Fluorescent Lights X
Ballast X
Emergency Lights X
Handrails (ADA) X
Signs (identification, directional, ADA, in-window) X
Timers (Lights, HVAC, except Bldg Access) X
Bldg. Access Alarms/Timers X*
Drinking Fountains X
EXHIBIT B‐ BUILDING AND MAINTENANCE RESPONSIBILITIES

RESPONSIBILITY
15 Ceiling X
Showers X
Toilet/Urinals (Replacement) X
Toilet/Urinals (Maintenance) X
Sink & Faucets-Bathrooms and Kitchens (Replacement) X
Sink & Faucets-Bathrooms and Kitchens (Maintenance) X
Gas Pipe Lines X*** X**
Water Pipe Lines X**** X**
Sewer Pipe Lines/Drains X
Phone Lines & Jacks X*
Computer Lines & Jacks X*
TV Cable & Jacks X*
Phones X
Towel Racks X
Garbage Disposal X
Refrigerator/microwave X
Stove X
Counter Tops, replacement X
Cabinets, replacement X
Dish Washer X
Rodent/Pest Control X
Trash Compactor X
3 Grounds - Outside of the Leased Space
Drinking Fountains X
Mail Boxes X
Fences X
Trash bins X
Trash enclosures X
Bike Racks X
Signs X
Litter Pick-Up X
Lighting X
Parking Lot X
Driveways X
Walkways X
Timers (external) X
Timers (internal) X
Signs X
Landscaping X
Rodent/Pest Control X
Cleaning, Sidewalks, Walkways, Parking Lots X
4 Landscaping (Leased Area)
Trees X
Shrubs X
Flowers X
Lawn X
Watering X
Sprinkler, Repair and Replace X
Headers X
Rodent/Pest Control X
Seeding X
Fertilizer X
Plant Trimmings X
Plant Replacement X
Tree Care & Trimming X
5 Mechanical Systems
Electrical Panels, Breaker, Interior X
Electrical Fuses, Interior X
Electrical Receptacle, Switches, Interior X
Electrical Central Switches X
Elevator X
Heating X
Air Conditioning X
Water Heater X
6 Roadways/Parking Lots Repair & Maintenance
16 Striping X
ADA Accessibility Signage X
Asphalt Surface, Curbing X
Cement Surface, Curbing X
Wheel Stops X
Drainage X
Signs X
7 Fire Equipment
Sprinklers X
Hoses X
Extinguisher (interior) X
Alarm Systems X
Smoke Detectors X
8 Other Items
Interior Floor Waxing, Sweeping X
Window Washing (interior & exterior) X
Exterior sweeping entry, sidewalk and walkways X
Broken window glass or door glass X
Cleaning Storage Rooms, Utility Rooms X
Building Foundation X
*
**
***
****
Tenant is responsible for damage to gas lines caused by Tenant (e.g. replacing water heater or furnace, relocation of appliances) or installation of new gas-fueled fixtures.

Tenant is responsible for damage to water lines due to flushing of improper materials or installation of new water piping for new plumbing fixtures.

Responsibility of Tenant, but most notify City prior to installing or reconfiguring.

City is responsible for repair of gas and water lines due to normal wear and tear and replacement due to failure. 17 ATTACHMENT 2

Draft Commercial Lease of 5689 Hollister Avenue to Rainbow School

18 65266.00300\40497431.1

1 COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (the “ Lease”) is made and entered into by and between CITY OF GOLETA, a California municipal corporation (“ Landlord”) and RAINBOW CHILDHOOD EDUCATION, INC., a California corporation (“ Tenant”), under the following terms and conditions:

Description of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a portion of the building(s) located at 5689 Hollister Avenue, Goleta, CA , commonly known as Building C, and play area associated with Building C, all of which shall be referred to as “Premises”, as shown in Exhibit A “map of Rainbow School lease area” . The Premises are more specifically described as follows:

Premises 1: Exclusive use of Rooms 8, 10, 11, 12, and 13, in Building C and adjacent play area bounded by chain link fencing, at 5689 Hollister Avenue, Goleta, CA (5,195 square feet). E xclusive use of the children’s restroom in the main building, commonly known as Building A, except when Landlord closes the restroom in main building during construction.

Premises 2: Exclusive use of Rooms 6 and 7 in Building C and adjacent play areas at 5689 Hollister Avenue, Goleta, CA (2,000 square feet).

Rent. The rent during the T erm of this Lease shall be $8,328.00 per month for Premises 1 (“Premises 1 Rent”) and $3,206.00 per month for Premises 2 (“Premises 2 Rent”), for a total of $11,534.00 per month, subject to increase as provided in Section 3C ( Premises 1 Rent and Premises 2 Rent shall collectively be referred to as “Rent”) . For Premises 1 Rent, Tenant shall, commencing on January 1, 2023 and continuing thereafter on the first (1st) day of each and every month during the Term of this Lease, pay to Landlord, in advance, Premises 1 Rent without setoff, deduction or demand. For Premises 2, Tenant shall, commencing on the January 1, 2023 and continuing thereafter on the fifteenth (15th) day of each and every month during the T erm of this Lease, pay to Landlord, in advance, Premises 2 Rent without setoff, deduction or demand. a. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease. If any payment of Rent due from Tenant is not received by Landlord within five (5) days after it becomes due, in addition to payment of Rent, Tenant shall additionally pay to Landlord the greater of $100 or 5% of the overdue Rent as a late charge.
19 65266.00300\40497431.1

2 b. Interest on Unpaid Rent. Rent or other charges as provided in this Lease not paid within five (5) days of the date due shall, in addition to any late charges under Section 3A , bear interest at the lesser of the maximum legal rate or 5% per annum from the date due until paid. c. Annual Adjustment. Beginning on July 1, 2023, Rent shall increase annually at the end of each 12-month period by any increase in the Consumer Price Index (“CPI”) as determined by the U.S. Bureau of Labor Statistics for all Urban Consumers for the Los Angeles Area over the previous calendar year. Should the CPI be discontinued, the index used for comparison shall be a comparable index as designated by the Bureau. It is recognized by both parties that the Index for any month is not published for approximately two months. Tenant shall, therefore, continue to pay the current Rent paid by Tenant until such time as the new Rent is calculated and, at that time, Tenant shall, within ten (10) days of notice of Rent that has been adjusted for CPI, pay the CPI adjusted Rent . In no event shall Rent ever decrease below the prior year’s Rent even if the CPI is negative. In years when CPI is negative, the Rent shall remain the same as the prior year’s Rent.
d. T
enant may lease additional space from Landlord on an “as available” basis, for which Tenant will be charged the current commercial rental rates.

Condition of, and Improvements to, Premises.
a. Maintenance of Premises. Premises shall be maintained as provided in Exhibit B. b. Improvements. Under this Lease, Landlord shall have no obligation or responsibility, actual or implied, to install, construct, accommodate, or make any improvements to the Premises prior to, or as a condition of, Tenant's occupation of the Premises, except as described in Exhibit B, if any.
c. As-Is Condition. Tenant warrants and agrees that Tenant has inspected the Premises. Tenant agrees to take possession of the Premises in an AS -IS condition (which exists on the date this Lease is signed) and Tenant further agrees that, except as expressly contained in Exhibit B (if at all), Landlord shall have no responsibility for any repairs or improvements to the Premises, prior to, or as a condition of, Tenant's occupation of the Premises. Landlord makes no representations regarding the condition, status, compliance with laws or suitability for a particular purpose for Tenant's use.
d. Condition Upon Surrender. Upon termination of this Lease, Tenant shall surr ender
the Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by fire, earthquake, or act of God excepted, and including any repairs or improvements made by Tenant. If Tenant fails to maintain the Premises in good order and repair in accordance with Exhibit B, after thirty (30) days' prior written notice, Landlord may, at its option, make such maintenance and repairs in accordance with Exhibit B , and Tenant shall pay the reasonable cost 20 65266.00300\40497431.1

3 thereof as additional rent hereunder within ten (10) days after receipt of a written statement therefor. In the event the giving of thirty (30) days' prior notice may, in Landlord’s sole discretion, result in additional damage to the Premises, Landlord may make such maintenance and repairs in accordance with Exhibit B, at Tenant's expense, without thirty days' prior written notice and Tenant shall pay for such reasonable costs within 10 days after receipt of written statement therefor.

Use. The Premises shall be used only for the operation of early childhood education, classrooms, offices, and play yards. Tenant shall not use any portion of the Premises for purposes other than those specified without first obtaining the written consent of Landlord. Tenant shall not do, bring, or keep anything in, on, or about the Premises which will in any way increase the premium rate or cause the cancellation of any fire or other insurance upon the Premises or the buildings on the Premises , or any of its contents.

Compliance with Laws/Hazardous Materials.
a. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to comply with all applicable laws, ordinances, rules and regulations of governmental aut horities applicable to the Premises or the use or occupancy thereof, including, without limitation, the law commonly known as the Americans With Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299 (collectively, “Laws”). b. Tenant shall not cause or permit any Hazardous Materials, as defined under the California Health and Safety Code, to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the building by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its agents, employees or contractors), and sha ll indemnify Landlord against same.
c. I
nspection by Certified Access Specialist . Landlord discloses that the Premises have not undergone inspection by a Cert ified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: “ 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 lessee 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 construction-related accessibility standards within the premises.” Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) the inspection will be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord and in coordination with Landlord or the building’s property manager; (iv) any repairs or modifications necessary to correct any violation of construction- related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:
21 65266.00300\40497431.1

4 Tenant wishes to have a CASp inspection of the Premises Initials: ______________ Tenant hereby waives its right to have a CASp inspection of the Premises at this time but reserves its right to conduct a CASp inspection in the future in accordance with section 7c.

Initials: ______________
Waste; Nuisance; Quiet Enjoyment . Tenant shall not suffer or commit any waste or nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the quiet enjoyment of any other tenant or occupant of the buildings on the Premises or injure or annoy them. Tenant shall not use or allow the Premises to be used for any improper, immoral, or objectionable purposes, to be determined Landlord's sole and absolute judgment.

Utilities. Tenant shall pay its proportional share, as determined by Landlord, of all electrical charges for the Premises. Tenant shall be invoiced for such electrical charges and such invoices shall be paid together with Rent in the month following receipt. Landlord reserves the right to invoice Tenant for any additional utilities and services furnished to or used by Tenant upon the Premises, including, without limitation, gas service, water, trash, janitorial, cable service, telephone services, security or alarm system and all connection charges. Landlord shall not be responsible for any interruptions or disturbance of service regardless of whether Tenant is paying directly for such services or if such services are being contracted for by Landlord, nor shall there be any abatement of R ent resulting from any cessation or interruption of utility service or other service contemplated by this section. Tenant shall deposit all trash only in designated areas.

Alterations and Liens. Tenant shall not make or cause to be made any alterations, additions, or improvements to or of the Premises or any part thereof without the prior written consent of Landlord
Assignment and Subletting. Tenant shall not assign or encumber this Lease or any interest therein or sublet the Premises or any portion thereof either voluntarily or by operation of law without the prior written consent of Landlord, which consent shall not be unreasonably withheld Entry by Landlord. Landlord and its agents shall have the right to enter the Premises at reasonable times to inspect and examine the same and to make such repairs to the Premises as the Landlord shall deem advisable, and to show the Premises to prospective tenants, buyers or lenders.

5 successors to Landlord's interest in the Premises and any future owners of the Premises to whom this Lease is assigned (hereinafter collectively referred to as the “Indemnitees”) from and against all claims, actual damages (including but not limited to special and consequential damages), punitive damages, injuries, costs, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses arising out of any damage to any person or property occurring in, on, or about the Premises, except for any acts of gross negligence or willful misconduct by Landlord. Tenant's obligation under this paragraph to indemnify and hold the Indemnitees harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. Landlord shall not be liable to Tenant for any damage by or resulting from any act or negligence of any other tenant of property adjoining the Premises or by the owner or occupant of any adjoining or contiguous property.

Insurance.
a. Liability Insurance. Tenant shall carry, during the term hereof, public liability and property damage insurance with a single combined liability limit of not less than $1 million per occurrence, $2 million in aggregate, property damage limits of not less than $1 million insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenant's use and occupancy of the Premises, and statutory worker's compensation Insurance for any employees. Landlord shall be named as an additional insured on each such policy. Tenant shall provide proof of such insurance in the form of a certificate of insurance prior to taking occupancy of the Premises.
b. Waiver of Subrogation. The parties release each other, and their respective authorized representatives, from any claims that are caused by or result from risks which are insured against under any insurance policies carried by the parties and in force at the time of any such damage and to the full extent of any proceeds paid under said policies. c. Primary/noncontributing. C
overages provided by Tenant shall be primary and any
insurance or self-insurance procured or maintained by Landlord shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of Landlord before the Landlord’s own insurance or se lf-insurance shall be called upon to protect it as a named insured.

Destruction of Premises.
a. Destruction Due to Risk Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or t other improvements in which the Premises are located are totally or partially destroyed from a risk covered by insurance carried by either Tenant or Landlord for Premises , rendering the Premises totally or partially inaccessible or unusable, Landlord shall restore the Premises , and other improvements in which the Premises are located, to substantially the same condition as they were immediately before destruction if they can be repaired within 270 days from date of destruction. Landlord can elect to terminate this Lease by giving notice to 23 65266.00300\40497431.1

6 Tenant within fifteen (15) days after determining that the restoration cost will exceed the insurance proceeds.
b. D estruction Due to Risk Not Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or other improvements in whi ch the Premises are located are totally or partially destroyed by a risk not covered by the insurance, rendering the Premises totally or partially inaccessible or unusable, Landlord can elect to terminate this Lease by giving notice to Tenant within fiftee n (15) days after determining the restoration cost and replacement value.
c. Abatement or Reduction of Rent.

In case of destruction, there shall be an abatement
or reduction of rent between the date of destruction and the date of substantial completion of restoration based on the extent to which the destruction interferes with Tenant's use of the Premises.
d. Waiver of Civil Code Sections. Tenant waives the provisions of California Civil Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction of the Premises.

Default and Landlord's Remedies.
a. Default. The occurrence of any of the following shall constitute a default by Tenant:
(1) T enant shall fail to pay when due any rent or any other monetary sum payable under this Lease.
(2) Tenant shall fail to observe, keep or perform any of the other terms, covenants, agreements or conditions contained in this Lease. (3) Tenant shall become bankrupt or insolvent or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Tenant any proceedings of any kind under any provision of the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act and, in the event any such proceedings are involuntary, Tenant is not discharged from the same within thirty (30) days thereafter. (4) A receiver is appointed for a substantial part of the assets of Tenant, and such receivership is not released within thirty (30) days. (5) The abandonment of the Premises by Tenant, or t he vacation (hereby defined to be thirty (30) or more consecutive days of continual absence from the Premises) of the Premises by Tenant.
(6) This Lease or any estate of Tenant hereunder shall be levied upon by any attachment or execution and such levy is not released within thirty (30) days. b. L
andlord's Remedies. If any default by Tenant shall occur, and following notice of default as required by this Lease (for the period applicable to the default under the applicable 24 65266.00300\40497431.1

7 provision of this Lease), Landlord shall have the following remedies in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative.
(1) Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(b) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in Subparagraphs (a) and (b) above of this section , the “worth at the time of award” is computed by allowing interest at the maximum rate an individual is permitted by law to charge. As used in subparagraph (c) above, the “ worth at the time of award ” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
(2) In the event of the vacation or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to reenter as provided herein or shall take possession of the Premises pursuant to legal proceed ing or pursuant to any notice provided by law, then Landlord shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time to time recover all rental as it becomes due or relet the Premises or any part thereof for the account of Tenant on such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises.
(3) No reentry or taking possession of the Premises by Landlord pursuant to this section shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

8 estoppel statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the building or any interest therein and failure to execute and return such estoppel shall be a material breach of the Lease.

Notices. Any notice required or permitted to be given hereunder must be given in writing.

TO LANDLORD: Attention: City Manager’s Officer
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117

TO TENANT: Attention: Julie Summer
Rainbow Childhood Education, Inc.
5689 Hollister Avenue, Suite C
Goleta, CA 93117

Waiver; Accord and Satisfaction . No delay or omission in the exercise of any right or remedy of Landlord on any default by Tenant shall impair such right or be construed as a waiver.

Successors and Assigns. Except as otherwise provided herein, all of the terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. In the event of any transfer, assignment or other conveyance or transfers of any such title or tenant, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease.

Revenue & Taxation Code Section 107.6. Possessory Interest Tax. Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxes and that, in the event that a possessory interest is created, Tenant shall be responsible for payment of any taxes levied against such possessory interest.
26 65266.00300\40497431.1

9 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and year set forth below.

LANDLORD:

CITY OF GOLETA, a California municipal
corporation

Dated: B y:

Name: Robert Nisbet
Its: City Manager
Approved as to Form

MEGAN GARIBALDI, CITY ATTORNEY

_______________________________________
Winnie Cai, Assistant City Attorney

TENANT:

RAINBOW CHILDHOOD EDUCATION, INC.,
a California corporation

Dated: B y:

Name: Julie Summer
Its: President

27 Exhibit A
28 ITEM NOT
APPLICABLE Tenant Landlord

RESPONSIBILITY
29 Ceiling X
Showers X
Toilet/Urinals (Replacement) X
Toilet/Urinals (Maintenance) X
Sink & Faucets-Bathrooms and Kitchens (Replacement) X
Sink & Faucets-Bathrooms and Kitchens (Maintenance) X
Gas Pipe Lines X*** X**
Water Pipe Lines X**** X**
Sewer Pipe Lines/Drains X
Phone Lines & Jacks X*
Computer Lines & Jacks X*
TV Cable & Jacks X*
Phones X
Towel Racks X
Garbage Disposal X
Refrigerator/microwave X
Stove X
Counter Tops, replacement X
Cabinets, replacement X
Dish Washer X
Rodent/Pest Control X
Trash Compactor X
3 Grounds - Outside of the Leased Space
Drinking Fountains X
Mail Boxes X
Fences X
Trash bins X
Trash enclosures X
Bike Racks X
Signs X
Litter Pick-Up X
Lighting X
Parking Lot X
Driveways X
Walkways X
Timers (external) X
Timers (internal) X
Signs X
Landscaping X
Rodent/Pest Control X
Cleaning, Sidewalks, Walkways, Parking Lots X
4 Landscaping (Leased Area)
Trees X
Shrubs X
Flowers X
Lawn X
Watering X
Sprinkler, Repair and Replace X
Headers X
Rodent/Pest Control X
Seeding X
Fertilizer X
Plant Trimmings X
Plant Replacement X
Tree Care & Trimming X
5 Mechanical Systems
Electrical Panels, Breaker, Interior X
Electrical Fuses, Interior X
Electrical Receptacle, Switches, Interior X
Electrical Central Switches X
Elevator X
Heating X
Air Conditioning X
Water Heater X
6 Roadways/Parking Lots Repair & Maintenance
30 Striping X
ADA Accessibility Signage X
Asphalt Surface, Curbing X
Cement Surface, Curbing X
Wheel Stops X
Drainage X
Signs X
7 Fire Equipment
Sprinklers X
Hoses X
Extinguisher (interior) X
Alarm Systems X
Smoke Detectors X
8 Other Items
Interior Floor Waxing, Sweeping X
Window Washing (interior & exterior) X
Exterior sweeping entry, sidewalk and walkways X
Broken window glass or door glass X
Cleaning Storage Rooms, Utility Rooms X
Building Foundation X
*
**
***
****
Tenant is responsible for damage to gas lines caused by Tenant (e.g. replacing water heater or furnace, relocation of appliances) or installation of new gas-fueled fixtures.

Tenant is responsible for damage to water lines due to flushing of improper materials or installation of new water piping for new plumbing fixtures.

Responsibility of Tenant, but most notify City prior to installing or reconfiguring.

City is responsible for repair of gas and water lines due to normal wear and tear and replacement due to failure. 31 ATTACHMENT 3

Draft Commercial Lease of 5681 Hollister Avenue to Kevin Long

32 65266.00300\40497392.1

1 COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (the “ Lease”) is made and entered into by and between CITY OF GOLETA, a California municipal corporation (“ Landlord”) and KEVIN LONG – RESILIENCE PERSONAL TRAINING (“ Tenant”), under the following terms and conditions:

Description of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a portion of the building(s) located at 5681 Hollister Avenue, Goleta, CA , known as Building B, referred to as “Premises”, as shown in Exhibit A “map of Kevin Long lease area”). The Premises are more specifically described as follows:

Premises 1: Exclusive use of Room 14b in the building commonly known as Building B at 5681 Hollister Avenue, Goleta CA (707 square feet).

Term, Occupancy, and Renewal.
a. Term. The term shall start on January 1, 2023, and expire on June 30, 2024 but the Lease shall automatically renew for another 12 months unless either party provides written notice of termination 60 days prior to the expiration of the term (“Term”).

Rent. The rent during the T erm of this Lease shall be $878.00 per month for Premises 1, subject to increase as provided in Section 3C. Tenant shall, commencing on January 1, 2023, and continuing thereafter on the first (1st) day of each and every month during the Term of this Lease, pay to Landlord, in advance, Rent, without setoff, deduction or demand. a. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease. If any payment of R ent due from Tenant is not received by Landlord within five (5) days after it becomes due, in addition to Rent, Tenant shall additionally pay to Landlord the greater of $100 or 5% of the overdue rent as a late charge.
b. Interest on Unpaid Rent. Rent or other charges a
s provided in this Lease not paid
within five (5) days of the date due shall, in addition to any late charges under Section 3A , bear interest at the lesser of the maximum legal rate or 5% per annum from the date due until paid. c. Annual Adjustment. B eginning on July 1, 2023, Rent shall increase annually at the end of each 12-month period by any increase in the Consumer Price Index (“CPI”) as determined by the U.S. Bureau of Labor Statistics for all Urban Consumers for the Los Angeles Area over the previous calendar year. Should the CPI be discontinued, the index used for comparison shall be a comparable index as designated by the Bureau. It is recognized by both parties that the Index for any month is not published for approximately two months. Tenant shall, therefore, continue to pay the current Rent by Tenant until such time as the new Rent is calculated and, at that time, Tenant shall, within ten (10) days of notice of Rent that has been adjusted for CPI, pay the CPI adjusted Rent. In no event shall Rent ever decrease below the prior year’s Rent even if the CPI is negative. In years when CPI is negative, the Rent shall remain the same as the prior year’s Rent. 33 65266.00300\40497392.1

2 d. Tenant may lease additional space from Landlord on an “as available” basis, for which Tenant will be charged the current commercial rental rates.

Place of Payment of Rent . Rent and al l other sums which shall become due under this Lease, including but not limited to late charges and additional rent, shall be payable by hand delivery or mail at the office of the Landlord located at 130 Cremona Drive, Suite B, Goleta, CA 93117, Attn: Finance Director, or at such other place as Landlord may designate from time to time in writing. Mailed payments must be received (not postmarked) by Landlord by the date due.

Condition of, and Improvements to, Premises.
a. Maintenance of Premises. Premises shall be maintained as provided in Exhibit B. b. Improvements. Under this Lease, Landlord shall have no obligation or responsibility, actual or implied, to install, construct, accommodate, or make any improvements to the Premises prior to, or as a condition of, Tenant's occupation of the Premises, except as described in Exhibit B, if any.
c. As-Is C
ondition. Tenant warrants and agrees that Tenant has inspected the Premises. Tenant agrees to take possession of the Premises in an AS -IS condition (which exists on the date this Lease is signed) and Tenant further agrees that, except as expressly contained in Exhibit B (if at all), Landlord shall have no responsibility for any repairs or improvements to the Premises, prior to, or as a condition of, Tenant's occupation of the Premises. Landlord makes no representations regarding the condition, status, compliance with laws or suitability for a particular purpose for Tenant's use.
d. Condition Upon Surrender. Upon termination of this Lease, Tenant shall surr ender
the Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by fire, earthquake, or act of God excepted, and including any repairs or improvements made by Tenant. If Tenant fails to maintain the Premises in goo d order and repair in accordance with Exhibit B, after thirty (30) days' prior written notice, Landlord may, at its option, make such maintenance and repairs in accordance with Exhibit B , and Tenant shall pay the reasonable cost thereof as additional rent hereunder within ten (10) days after receipt of a written statement therefor. In the event the giving of thirty (30) days' prior notice may, in Landlord’s sole discretion, result in additional damage to the Premises, Landlord may make such maintenance and repairs in accordance with Exhibit B, at Tenant's expense, without thirty days' prior written notice and Tenant shall pay for such reasonable costs within 10 days after receipt of written statement therefor.

Use. The Premises shall be used only for the operation of fitness training, classrooms and offices. Tenant shall not use any portion of the Premises for purposes other than those specified without first obtaining the written consent of Landlord. Tenant shall not do, bring, or keep anything in, on, or about the Premises which will in any way increase the premium rate or cause 34 65266.00300\40497392.1

3 the cancellation of any fire or other insurance upon the Premises, the building in which the Premises are located, or any of its contents.

Compliance with Laws/Hazardous Materials.
a. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to comply with all applicable laws, ordinances, rules and regulations of governmental authorities applicable to the Premises or the use or occupancy thereof, including, without limitation, the law commonly known as the Americans With Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299 (collectively, “Laws”). b. Tenant shall not cause or permit any Hazardous Materials, as defined under the California Health and Safety Code, to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the building by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its age nts, employees or contractors), and sha ll indemnify Landlord against same.
c. I
nspection by Certified Access Specialist . Landlord discloses that the Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: “ 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 less or may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee 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 construction-related accessibility standards within the premises.” Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) the inspection w ill be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord and in coordination with the Landlord or the building’s property manager; (iv) any repairs or modifications necessary to correct any violation of construction-related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initials: ______________
Tenant hereby waives its right to have a CASp inspection of the Premises Initials: ___________ Waste; Nuisance; Quiet Enjoyment. Tenant shall not suffer or commit any waste or nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the quiet enjoyment of any other tenant or occupant of the building or injure or annoy them. Tenant shall not use or allow the Premises to be used for any improper, immoral, or objectionable purposes, to be determined Landlord's sole and absolute judgment. 35 65266.00300\40497392.1

4 Utilities. Tenant shall pay its proportional share, as determined by Landlord, of all electrical charges for the Premises. Tenant shall be invoiced for such electrical charges and such invoices shall be paid together with Rent in the month following receipt. Landlord reserves the right to invoice Tenant for any additional utilities and services furnished to or used by Tenant upon the Premises, including, without limitation, gas ser vice, water trash, janitorial, cable service, telephone services, security or alarm system and all connection charges. Landlord shall not be responsible for any interruptions or disturbance of service regardless of whether Tenant is paying directly for such services or if such services are being contracted for by Landlord, nor shall there be any abatement of R ent resulting from any cessation or interruption of utility service or other service contemplated by this section. Tenant shall deposit all trash only in designated areas.

Indemnification.
a. Waiver of Claims. To the extent permitted by law, Tenant waives all claims against Landlord for damage to person or property arising for any reason. Tenant assumes all such risks for Tenant and any employees, licensees, invitees, agents, or contractors. b. General Indemnity . T
enant agrees, as an independent unsecured obligation,
separate from any of its promises or covenants in this Lease, to indemnify, defend (with counsel selected by Landlord at Tenant's expense), protect and hold harmless Landlord, its public officials, its employees, agents, officers, wardens, officiants, legal counsel, assigns, any successor or successors to Landlord's interest in the Premises and any future owners of the Premises to whom this Lease is assigned (hereinafter collectively referred to as the “Indemnitees”) from and against all claims, actual damages (including but not limited to special and consequential damages), punitive damages, injuries, costs, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses arising out of any damage to any person or property occurring in, on, or about the Premises, except for any acts of gross negligence or willful misconduct by Landlord. Tenant's obligation under this paragraph to indemnify and hold the Indemnitees harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. Landlord shall not be liable to Tenant for any damage by or resulting from any act or negligence of any other 36 65266.00300\40497392.1

5 tenant of property adjoining the Premises or by the owner or occupant of any adjoining or contiguous property.

Insurance.
a. Liability Insurance. Tenant shall carry, during the term hereof, public liability and property damage insurance with a single combined liability limit of not less than $ 1 million per occurrence, $2 million in aggregate, property damage limits of not less than $1 million insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenant's use and occupancy of the Premises, and statutory worker's compensation Insurance for any employees. Landlord shall be named as an additional insured on each such policy. Tenant shall provide proof of such insurance in the form of a certificate of insurance prior to taking occupancy of the Premises.
b. Waiver of
Subrogation. The parties release each other, and their respective authorized representatives, from any claims that are caused by or result from risks which are insured against under any insurance policies carried by the parties and in force at the time o f any such damage and to the full extent of any proceeds paid under said policies. c. Primary/noncontributing. C
overages provided by Tenant shall be primary and any
insurance or self-insurance procured or maintained by Landlord shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of Landlord before the Landlord’s own insurance or self -insurance shall be called upon to protect it as a named insured.

Destruction of Premises.
a. Destruction Due to Risk Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or other improvements in which the Premises are located are totally or partially destroyed from a risk covered by insurance carried by either Tenant or Landlord for the Premises g, rendering the Premises totally or partially inaccessible or unusable, Landlord shall restore the Premises or other improvements in which the Premises are located, to substantially the same condition as they were immediately before destruction if they can be repaired within 270 days from date of destruction. Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15) days after determining that the restoration cost will exceed the insurance proceeds.
b. Destruction Due to Risk Not Covered by Insurance . If, during the term of this Lease and any renewal term, the Premises or other improvements in which the Premises are located are totally or partially destroyed by a risk not covered by the insurance, rendering the Premises totally or partially inaccessible or unusable, Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15) days after determining the restoration cost and replacement value.
c. Abatement or Reduction of Rent. In case of destruction, there shall be an abatement or reduction of rent between the date of destruction and the date of substantial completion of 37 65266.00300\40497392.1

6 restoration based on the extent to which the destruction interferes with Tenant 's use of the Premises.
d. W aiver of Civil Code Sections . Tenant waives the provisions of California Civil Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction of the Premises.

Default and Landlord's Remedies.
a. Default. The occurrence of any of the following shall constitute a default by Tenant:
(1) T enant shall fail to pay when due any rent or any other monetary sum payable under this Lease.
(2) Tenant shall fail to observe, keep or perform any of the other terms, covenants, agreements or conditions contained in this Lease. (3) Tenant shall become bankrupt or insolvent or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Tenant any proceedings of any kind under any provision of the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act and, in the event any such proceedings are involuntary, Tenant is not discharged from the same within thirty (30) days thereafter. (4) A receiver is appointed for a substantial part of the assets of Tenant, and such receivership is not released within thirty (30) days. (5) The abandonment of the Premises by Tenant, or the vacation (hereby defined to be ten (10) or more consecutive days of continual absence from the Premis es) of the Premises by Tenant.
(6) This Lease or any estate of Tenant hereunder shall be levied upon by any attachment or execution and such levy is not released within thirty (30) days. b. L
andlord's Remedies. If any default by Tenant shall occur, and following notice of default as r equired by this Lease (for the period applicable to the default under the applicable provision of this Lease), Landlord shall have the following remedies in addition to all other rights and remedies provided by law or equity, to which Landlord may resort c umulatively or in the alternative.
(1) L
andlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
38 65266.00300\40497392.1

7 (b) The worth at the time of award of the amount by which the unpaid rent which would have been earned af ter termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant 's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in Subparagraphs (a) and (b) above of this section , the “worth at the time of award” is computed by allowing interest at the maximum rate an individual is permitted by law to charge. As used in subparagraph (c) above, the “worth at the time of award ” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
(2) In the event of the vacation or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to reenter as provided he rein or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then Landlord shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time to time recover all rental as it becomes due or relet the Premises or any part thereof for the account of Tenant on such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises.
(3) No reentry or taking possession of the Premises by Landlord pursuant to this section shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

Estoppel Certificate. Tenant shall execute and deliver to Landlord within ten (10) days of request a commercially reasonable estoppel statement. Landlord and Tenant intend that any estoppel statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the building or any interest therein and failure to execute and return such estoppel shall be a material breach of the Lease.

Notices. Any notice required or permitted to be given hereunder must be given in writing.

TO LANDLORD: Attention: City Manager’s Officer
39 65266.00300\40497392.1

8 City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117

TO TENANT: Attention: Kevin Long
Resilience Personal Training
5681 Hollister Ave. Rm 14B
Goleta, CA 93117

Waiver; Accord and Satisfaction . No delay or omission in the exercise of any right or remedy of Landlord on any default by Tenant shall impair such right or be construed as a waiver.

This Lease contains the entire agreement of the parties and supersedes all prior negotiations, drafts, and other understandings which the parties may have concern ing the subject matter hereof. This Lease may not be modified except by written instrument duly executed by the parties hereto or their successors in interest. T his Lease shall be governed by and construed pursuant to the laws of the State of California.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and year set forth below.

LANDLORD:

CITY OF GOLETA, a California municipal
corporation

40 65266.00300\40497392.1

9 Dated: By:

Name: Robert Nisbet
Its: City Manager
Approved as to Form

MEGAN GARIBALDI, CITY ATTORNEY

_______________________________________
Winnie Cai, Assistant City Attorney

TENANT:

KEVIN LONG – RESILIENCE PERSONAL

TRAINING

Dated: By :

Name: Kevin Long
Its: Owner

41 Exhibit A
42 ITEM NOT
APPLICABLE Tenant Landlord

RESPONSIBILITY
43 Ceiling X
Showers X
Toilet/Urinals (Replacement) X
Toilet/Urinals (Maintenance) X
Sink & Faucets-Bathrooms and Kitchens (Replacement) X
Sink & Faucets-Bathrooms and Kitchens (Maintenance) X
Gas Pipe Lines X*** X**
Water Pipe Lines X**** X**
Sewer Pipe Lines/Drains X
Phone Lines & Jacks X*
Computer Lines & Jacks X*
TV Cable & Jacks X*
Phones X
Towel Racks X
Garbage Disposal X
Refrigerator/microwave X
Stove X
Counter Tops, replacement X
Cabinets, replacement X
Dish Washer X
Rodent/Pest Control X
Trash Compactor X
3 Grounds - Outside of the Leased Space
Drinking Fountains X
Mail Boxes X
Fences X
Trash bins X
Trash enclosures X
Bike Racks X
Signs X
Litter Pick-Up X
Lighting X
Parking Lot X
Driveways X
Walkways X
Timers (external) X
Timers (internal) X
Signs X
Landscaping X
Rodent/Pest Control X
Cleaning, Sidewalks, Walkways, Parking Lots X
4 Landscaping (Leased Area)
Trees X
Shrubs X
Flowers X
Lawn X
Watering X
Sprinkler, Repair and Replace X
Headers X
Rodent/Pest Control X
Seeding X
Fertilizer X
Plant Trimmings X
Plant Replacement X
Tree Care & Trimming X
5 Mechanical Systems
Electrical Panels, Breaker, Interior X
Electrical Fuses, Interior X
Electrical Receptacle, Switches, Interior X
Electrical Central Switches X
Elevator X
Heating X
Air Conditioning X
Water Heater X
6 Roadways/Parking Lots Repair & Maintenance
44 Striping X
ADA Accessibility Signage X
Asphalt Surface, Curbing X
Cement Surface, Curbing X
Wheel Stops X
Drainage X
Signs X
7 Fire Equipment
Sprinklers X
Hoses X
Extinguisher (interior) X
Alarm Systems X
Smoke Detectors X
8 Other Items
Interior Floor Waxing, Sweeping X
Window Washing (interior & exterior) X
Exterior sweeping entry, sidewalk and walkways X
Broken window glass or door glass X
Cleaning Storage Rooms, Utility Rooms X
Building Foundation X
*
**
***
****
Tenant is responsible for damage to gas lines caused by Tenant (e.g. replacing water heater or furnace, relocation of appliances) or installation of new gas-fueled fixtures.

Tenant is responsible for damage to water lines due to flushing of improper materials or installation of new water piping for new plumbing fixtures.

Responsibility of Tenant, but most notify City prior to installing or reconfiguring.

City is responsible for repair of gas and water lines due to normal wear and tear and replacement due to failure. 45

Goleta City CouncilDecember 20, 2022

Goleta City Council
December 20, 2022