City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01442 8/12/2025
Sublease Agreement with Crocker Art Museum Association at McClellan Park File ID: 2025-01442
Location: Sacramento County - Building 250, Bays N 5016 Luce Avenue, McClellan Recommendation: Pass a Motion authorizing the Interim City Manager or designee to execute a Sublease Agreement with Crocker Art Museum Association in an amount not to exceed $10 for space to store the City’s art collections that are managed and cared for by the Crocker Art Museum Association.
Contact: Dustin Hollingsworth, Assistant Director, (916) 808-5538, [email protected]; Christopher Smith, Curator of History, (916) 808-7073, [email protected]; Convention and Cultural Services Department Presenter: None
Attachments:
1-Description/Analysis
2-Sublease Agreement with Crocker Art Museum Association Description/Analysis
Issue Detail: The City and the Crocker Art Museum Association (CAMA) are Co-Trustees and collectively entrusted with the care, maintenance, and protection of the original Crocker family collection as well as all art acquired since then, in accordance with Margaret E. Crocker’s 1885 trust deed and the museum’s city approved collection’s management policy. While the art is owned by the City, staff from CAMA manage the day-to-day operations of the Crocker Art Museum (Crocker) and the art collection. The Crocker is accredited by the American Alliance of Museums (AAM) and is the only museum in the Sacramento region accredited by the AAM, a recognition given to fewer than 1,100 of the nation’s 33,000 museums.
Over the past 15 years, the Center for Sacramento History (CSH) and Crocker have exceeded their space to store their respective collections. Alternate existing facilities were inadequate and didn’t meet the requirements of proper collections care. Without enough storage space, objects would continue to be stored in substandard conditions for these unique collections, such as lack of climate control. Inadequate climate control threatened the loss and destruction of the valuable, irreplaceable,
File ID: 2025-01442 8/12/2025
documents, artifacts and artwork owned by the City. Without additional space, both institutions would be forced to stop collecting artifacts. Additionally, a requirement of the Crocker’s AAM accreditation requires appropriate care and storage of associated art collections.
On December 12, 2023, City Council approved a motion authorizing the City Manager to execute a ten-year Lease Agreement with McClellan Realty LLC for the space located at 5016 Luce Avenue at McClellan Park in Sacramento County for the storage of CSH and Crocker’s collections. The 28,889 square foot space was subdivided into two bays, Bay N is 12,850 square feet for Crocker, and Bay M is 16,039 square feet for CSH. As part of the lease agreement, McClellan Realty made improvements to the leased space and on February 1, 2025, those improvements were completed and the lease officially commenced. CSH has moved in and is occupying Bay M.
Staff recommend entering into a sublease agreement with CAMA for Bay N, the space designated for the storage of Crocker’s art. This action aligns with the obligations of the City and CAMA as CoTrustees of Crocker and ensures the protection of the priceless art collection.
Policy Considerations: The City of Sacramento holds the collections for Crocker in a public trust. It is the City’s responsibility to care for and preserve these collections in perpetuity.
In 1885, when the City accepted the Deed of Trust for the Crocker Art Gallery, it committed to the care and maintenance of real property, as well as the art collection. That commitment has been reaffirmed multiple times since, most notably in the Operating Agreement with CAMA. Margaret Crocker’s 1885 Deed of Trust and later agreements between the City and the CAMA give ownership of Crocker’s collection to the City and obligates the City to maintain the collection for the public’s benefit. This includes the safe storage of the collections.
Execution of this sublease agreement will also further the visions, goals, and objectives of the 2035 General Plan by creating a supporting asset that will strengthen Sacramento as the region’s cultural center and support the development and expansion of cultural attractions.
Economic Impacts: In FY2026, Crocker anticipates hosting approximately 200,000 visitors.
Traditionally more than 50% (100,000) of those visitors come from outside of Sacramento County, while 20% (40,000) are from 2.5 hours or more outside of Sacramento and 13% (26,000) of those are from outside the state or country. These visitors stay in Sacramento hotels, eat in Sacramento restaurants, and shop in Sacramento stores. Studies of tourist spending habits show that “cultural tourists” - those that visit museums - spend on average three times more than those who travel for other purposes.
Adequate and appropriate storage is necessary to continue having collections that attract visitors, further the public good, and draw attention to the importance of Sacramento as a city. Many of the items that will be stored at this site have been and will continue to be used in exhibits locally, statewide, and nationally. These collections add to the draw of Crocker and bring visitors,
File ID: 2025-01442 8/12/2025
researchers, and enthusiasts from around the world. The collections along with the AAM accreditation also contribute to the prestige and professional reputation of the City’s institution.
Environmental Considerations: The proposed activity is not a project pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4 and 5) and is not subject to CEQA [CEQA Guidelines Section 15060(c)(3)]. The leasing of existing storage space is a fiscal and administrative activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.
Sustainability: The improvements to the McClellan site included significant energy efficient improvements designed to minimize energy consumption while protecting the sensitive collections.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: Approval of the sublease agreement will provide appropriate storage facilities for the art collection and provide CAMA with access to manage it, ensuring the collection is maintained and cared for and to ensure the continued accreditation of Crocker.
Financial Considerations: Per the terms of the sublease agreement, CAMA will pay the City $1 per year, which may be paid in full upon commencement of the sublease. There are sufficient funds in the History operating budget to cover the primary lease payment with McClellan Realty which would not be dependent upon the funds paid to the City by CAMA for the sublease.
Alternatively, if the Crocker collections continue to be subjected to substandard storage conditions, the potential financial impact from damage or loss of irreplaceable collections cannot be easily estimated, nor can the potential increased insurance costs or loss of insurance. Conservation costs to repair damaged collection items can be expected to be thousands of dollars per art piece, depending upon many factors.
Local Business Enterprise (LBE): Not applicable.
CONTRACT
ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.
General Information (Required)
Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________ Assessor’s Parcel Number(s): ________________________________________________________________ Contract Effective Date: _________ Contract Expiration Date (if applicable): _________ $ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________ Other Party: ______________________________________________________________________________ Project Title: _____________________________________________________________________________ Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________ City Council Approval: if YES, Council File ID#: __________ Contract Processing Contacts
Department: ______________________________
Contract Coordinator: _______________________
Project Manager: ___________________________
______ Department Review and Routing
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) _______________________________________________________________________________________ ------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------
SUBLEASE AGREEMENT
MCCLELLAN PARK BUILDING 250
THIS SUBLEASE AGREEMENT (the Sublease) is entered into as of ____________ 2025 (the Effective Date), by and between the CITY OF SACRAMENTO, a municipal corporation (the Sublandlord) and CROCKER ART MUSEUM ASSOCIATION, a California non-profit corporation (the Subtenant).
WHEREAS, by that certain Modified Gross Lease Agreement dated for reference purposes only as of November 6, 2023 by and between McCLELLAN REALTY, LLC a Delaware limited liability company, as landlord (the Landlord), and CITY OF SACRAMENTO as tenant (the Sublandlord), attached as Exhibit C (the McClellan Lease), Landlord leased to Sublandlord the Premises, as more particularly defined and described in the McClellan Lease, consisting of approximately 28,981 rentable square feet of space located within building (i) Building 250, Bay M, 5008 Luce Avenue, McClellan, California, 95652 (Bay M), and (ii) Building 250, Bay N, 5016 Luce Avenue, McClellan, California, 95652 (Bay N, and together with Bay M, the Premises).
WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, Bay N (a portion of the Premises) leased to Sublandlord pursuant to the McClellan Lease consisting of approximately 12,173 rentable square feet and depicted on the floor plan attached as Exhibit A, which portion of the Premises shall be referred to as the sublease premises (the Subleased Premises), on the terms and conditions set forth in this Sublease. Sometimes the Sublandlord and Subtenant will be referred to individually as the party or collectively as the parties within this Sublease; and WHEREAS, Landlord has consented to the terms of this Sublease and has agreed to acknowledge its consent by the execution hereof.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained in this Sublease, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, it is agreed as follows:
1. DEMISE AND TERM. Sublandlord leases to Subtenant and Subtenant subleases from Sublandlord, the Subleased Premises. The term of this Sublease shall commence on the Effective Date(the Commencement Date) and shall continue until January 31, 2035 (the Expiration Date), unless the McClellan Lease is terminated in accordance with the terms and conditions set forth in the McClellan Lease, or the Sublease is terminated by either Sublandlord or Subtenant upon at least 30 days written notice to the other party (the Term). Subtenant does not have the right to exercise any applicable option or right under the McClellan Lease to extend the Term past the Expiration Date. In the event this Sublease is voluntarily terminated by Sublandlord prior to the Expiration Date, Sublandlord shall provide Subtenant ninety (90) days advanced notice prior to such voluntary termination to remove the Artwork (as defined below) and all Tenant Alterations (as defined below).
2. SUBORDINATE TO McCLELLAN LEASE; APPLICABLE PROVISIONS. This Sublease and all the rights of the parties to this Sublease are subject to and subordinate to the McClellan Lease, and all applicable provisions of the McClellan Lease are incorporated herein. In furtherance of the foregoing, the parties confirm, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the McClellan Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant, the benefits of this Sublease and of those provisions of the McClellan Lease which by their nature are intended to benefit the party in possession of all or part of the Premises, and in order to protect Sublandlord against the default by Subtenant which might cause a default or event of default by Sublandlord under the McClellan Lease:
(a) Sublandlord Obligations. Except as otherwise expressly provided in the Sublease, Sublandlord shall perform its covenants and obligations under the McClellan Lease and which are not to be performed pursuant to this Sublease by the Subtenant on behalf of Sublandlord.
Sublandlord shall refrain from performing any act which is prohibited by the negative covenants of the McClellan Lease. Should the Landlord require an Environmental Audit of the Subleased Premises, as defined in Section 8.13 of the McClellan Lease, the Sublandlord will share the costs to complete the audit with the Subtenant. (b) Subtenant Obligations. Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the McClellan Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. For the avoidance of doubt, Sublandlord shall be responsible for obligations under the McClellan Lease concerning payment of Rent to Landlord, insurance for the Premises, and indemnity obligations of Sublandlord towards Landlord.. (c) Incorporated Services. Sublandlord grants to Subtenant the right to receive all of Sublandlords services and benefits with respect to the Subleased Premises which are to be provided by Landlord under the McClellan Lease.
(d) Landlord Notices. If Subtenant receives any notice or demand from the Landlord with respect to the Subleased Premises or this Sublease, Subtenant shall promptly give a copy of the notice to Sublandlord. If Sublandlord receives any notice or demand from the Landlord with respect to any obligations to be performed by Sublandlord or Subtenant with respect to the Subleased Premises or any services or facilities to be furnished to the Subtenant at the Subleased Premises, Sublandlord shall promptly give a copy of the notice to Subtenant. (e) No Financial Statements. Notwithstanding any provision in the McClellan Lease to the contrary, Subtenant shall not be required to deliver any financial statements.
3. NO PRIVITY. Other than consenting, Landlord shall be bound solely by the terms and conditions of the McClellan Lease and not by the terms and conditions of this Sublease notwithstanding any provision in this Sublease to the contrary. In no event shall Landlord be deemed to be in privity of contract with any subtenant, including but not limited to Subtenant.
4. INDEMNIFICATION BY SUBTENANT. Subtenant shall defend, indemnify and hold harmless Sublandlord and Landlord from and against any and all losses, costs, damages, expenses, charges and liabilities, including, without limitation, reasonable attorneys fees and disbursements, incurred or paid by Sublandlord or Landlord, and shall defend Sublandlord and Landlord against all claims, actions, proceedings and suits relating to: (a) the conduct of Subtenants business in, or use or occupancy of, the Subleased Premises; or (b) any act, omission or negligence on the part of Subtenant and/or its officers, employees, agents, customers, contractors or invitees, or any person claiming through or under Subtenant. Such indemnity, however, shall not include any claims or demands which shall arise out of the gross negligence or willful misconduct of Sublandlord or Landlord, or arising out of the breach of any of Sublandlords obligations under this Sublease or Landlords obligations under the McClellan Lease.
5. USE. Subtenant may use and occupy the Subleased Premises subject to the provisions of with Section 7.1 of the McClellan Lease, for warehousing (including typical warehousing activities such as shipping and receiving, organizing inventory, and managing stock) of materials, specifically art associated with City owned collections, loaned art, rented art and pending gifts of art (promised gifts), that may or may not become part of the City owned collection (collectively, the Artwork), as well as associated housing materials.
6. RENT. Subtenant shall pay to Sublandlord the rent as set forth in this Section 6 which shall be due on or before the Commencement Date and thereafter on January 1 of each and every calendar year of the Term.
a. Annual Base Rent. The parties agree that base rent as it relates to the Sublease Premises shall be as follows: $1 / year (Annual Base Rent).
b. Payment of Annual Base Rent and Other Sums Due. All sums payable by Subtenant to Sublandlord under this Sublease, including but not limited to Annual Base Rent, shall be paid to Sublandlord by check (payable to Sublandlord) and mailed to the address specified in Section 13.
c. Advance Payment. Subtenant may, at its own discretion, pay the Annual Base Rent for the entire Term on or before the Commencement Date. Subtenant agrees that all funds are nonrefundable in the instance of early termination.
7. CONDITION OF SUBLEASED PREMISES. Subtenant acknowledges that it has had the opportunity to examine and inspect the entire Subleased Premises and the fixtures and improvements in it and is fully familiar with the physical condition of the Subleased Premises. Subtenant agrees that Subtenant is leasing the Subleased Premises and the fixtures in their As Is, Where Is condition and that neither Sublandlord nor Landlord is required to perform any work or expend any monies in order to make the Subleased Premises ready for Subtenants occupancy provided, however, that Subtenant is not waiving its right to have Sublandlord and/or Landlord perform its repair and maintenance obligations under the Sublease or the McClellan Lease, as applicable.
8. AMENDMENT OF McCLELLAN LEASE. If the term of the McClellan Lease shall be terminated prior to the Expiration Date, this Sublease shall be coterminous with the McClellan Lease. If the term of the McClellan Lease is extended beyond its initial term then, with the prior written consent of Subtenant, this Sublease shall thereupon be coterminous with the extended McClellan Lease.
9. INSURANCE REQUIREMENTS. a. Generally. During the entire Term of this Sublease, Subtenant shall maintain the applicable insurance coverage described in the Insurance Terms below. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.
Subtenant's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Subtenant in connection with this Sublease insurance terms below.
b. General Liability Minimum Scope and Limits of Insurance Coverage.
Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Subtenant and its agents and contractors, products and completed operations of Subtenant and its agents and contractors, and premises owned, leased, or used by Subtenant and its agents and contractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.
The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of:
activities performed by or on behalf of Subtenant and its agents and contractors; products and completed operations of Subtenant and its agents and contractors; and premises owned, leased, or used by Subtenant and its agents and contractors.
c. Automobile Liability Minimum Scope and Limits of Insurance Coverage. Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Subtenant.
The City, its officials, employees and volunteers shall be covered by policy terms
or endorsement as additional insureds as respects auto liability. d. Workers Compensation Minimum Scope and Limits of Insurance Coverage.
Workers Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.
e. Property Insurance Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.
f. Other Insurance Provisions. The policies carried by Subtenant must contain, or be endorsed to contain, if available, the following provisions:
i. Subtenant's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Subtenant's insurance and will not contribute with it.
ii. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. g. Acceptability of Insurance. Insurance must be placed with insurers with a Bests rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Section 9 must be declared to and approved by Sublandlord in writing before execution of this Sublease. h. Verification of Coverage.
i. Subtenant shall furnish Sublandlord with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier.
Copies of policies shall be delivered to Sublandlord on demand. ii. Subtenant shall send all insurance certificates and endorsements, including policy renewals, during the term of this Sublease directly to:
City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
iii. Certificate Holder must be listed as:
City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
i. Subcontractor Insurance Coverage. Subtenant shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Section 9, INSURANCE REQUIREMENTS.
j. Fine Arts Insurance. Sublandlord will maintain Fine Arts Insurance for the Sublandlord owned art collections and for Artwork stored at the Subleased Premises. Subtenant may insure any art not covered by Sublandlords Fine Arts Insurance policy.
10. TAXES, SERVICES AND OTHER EXPENSES. Throughout the Term of this Sublease, Subtenant shall be responsible for personal property tax and any possessory interest tax associated with its occupancy of the Subleased Premises and if taxed, any tenant improvements performed by the Subtenant.
11. ALTERATIONS. Subject to the provisions of Section 13 of the McClellan Lease, Subtenant shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation, or addition in or to the Subleased Premises without obtaining the prior written consent of Sublandlord in each instance (which consent will not be unreasonably withheld or delayed) and, if required pursuant to the McClellan Lease, the consent of Landlord. Sublandlord shall use reasonable efforts to attempt to obtain such consent of Landlord, at Subtenants sole cost and expense. Subtenant shall not request approval of any alterations directly from the Landlord, all requests for improvements shall be made through the Sublandlord. Notwithstanding the above, Subtenant shall be permitted to install fixtures to store the Artwork (the Storage System) and Sublandlord agrees that it shall reasonably cooperate with Subtenant with respect to the construction of the Storage System such that the Storage System may be completed in a diligent and timely manner. The Storage System shall at all times be owned by Subtenant and Subtenant may remove the Storage System. Subtenant shall repair at its sole cost and expense, all damage caused to the Subleased Premises by removal of the Storage System and any other of Tenants movable equipment installed pursuant to this Section 11. In addition, Sublandlord (and Landlord by its consent to this Sublease consents) understands and agrees that (a) Subtenant will paint the walls of the Subleased Premises a uniform color in a light shade reasonably agreeable to Sublandlord and that Subtenant shall not be required to restore the wall color to its current state at the termination of this Sublease nor repaint the walls other than to repair any damage caused by Subtenant and (b) Subtenant may permanently cut off any or all existing stabilizing bolts at ground level.
12. DEFAULT. a. Subtenant Default. The following shall constitute a default by Subtenant: any failure of Subtenant to perform any of the terms, covenants or conditions of this Sublease (including those of the McClellan Lease incorporated by reference) to be observed or performed by Subtenant within the time periods specifically set forth in any provision of the McClellan Lease or this Sublease, or if no time period is specified for performance, within thirty (30) days after written notice of such failure to Subtenant. b. Remedy for Subtenant Default. In case of any default by Subtenant which continues beyond the expiration of any applicable notice and cure periods, then, Sublandlord shall have the right, subject to the terms of Section 1 above, to terminate this Sublease on thirty (30) days written notice to Subtenant.
c. Sublandlord Default. The following shall constitute a default by Sublandlord: any failure of Sublandlord to perform any of the terms, covenants or conditions of this Sublease (including those of the McClellan Lease incorporated by reference) to be observed or performed by Sublandlord within the time periods specifically set forth in any provision of the McClellan Lease or this Sublease, or if no time period is specified for performance, within sixty (60) days after written notice of such failure to Sublandlord. In the event Sublandlord remains in default after such notice and cure period, Tenant may exercise any of its rights provided at law or in equity. Notwithstanding anything to the contrary, in no event shall either party be liable under this Sublease for consequential or punitive damages.
13. NOTICES. All notices or other communications required or permitted under this Sublease shall be given and deemed effective in accordance with the terms of Section 27 of the McClellan Lease provided that in addition, either party may give notice to the other party by email for routine maintenance matters (to party designated by either Sublandlord or Subtenant from time to time) which will be deemed effective when received and for all other matters (to all listed emails of such parties), and the parties notice addresses are as follows:
If to Sublandlord: City of Sacramento
Convention and Cultural Services Department
Attn: Assistant Director
915 I Street, 3rd Floor
Sacramento, CA 95816
[email protected]
If to Subtenant: Crocker Art Museum Association
Attn: Director & CEO
216 O Street
Sacramento, CA 95814
[email protected]
(916) 808-1054 (Executive Director)
(916) 808-5313 (Scott Shields)
Either party may change its address for the giving of notices by notice to the other party given in accordance with Section 27 of the McClellan Lease.
14. SECURITY. Sublandlord will provide and pay all associated costs associated with security as specified in Exhibit B. Subtenant acknowledges and agrees that it shall be solely responsible for providing any additional security for its portion of the Subleased Premises above and beyond what is provided by the Sublandlord, as specified in Exhibit B. Any installation, equipment, or system installed or implemented by Subtenant for the purpose of protecting the Subleased Premises from theft, burglary, or vandalism above what Sublandlord supplies, shall not interfere with the security which may be provided under the Master CC&Rs. The costs of purchase, installation, or monthly service charges for any security equipment, system, or service installed or implemented by the Sublandlord shall be the responsibility of Sublandlord. Sublandlord and Landlord shall have no responsibility to prevent, and shall not be liable to Subtenant, its agents, employees, contractors, visitors or invitees, for losses due to theft, burglary or other criminal activity, or for damages or injuries to persons or property resulting from Subtenants storage materials at the Subleased Premises, equipment used in connection therewith, or from persons gaining access to the Subleased Premises or any part of the Property, and Subtenant hereby releases Sublandlord and Landlord and its agents and employees from all liabilities for such losses, damages or injury, regardless of the cause thereof.
15. UTILITIES AND OTHER OPERATING COSTS. Sublandlord shall pay for utility and operating costs associated with pest control, water, electricity and sewage. Subtenant shall pay for any telephone and internet service and related equipment it obtains and places on the Subleased Premises, though Subtenant shall have no obligation to obtain telephone or internet service. The Subtenant shall be responsible for providing access to the Subleased Premises for pest control services with a minimum of three (3) business days notice. Sublandlord will not be providing trash removal services. Should the Subtenant desire or require trash removal the Subtenant shall be responsible for arranging and paying for those services otherwise the Subtenant shall be responsible for hauling off all waste produced at the Subleased Premises.
16. MAINTENANCE. Sublandlord shall, at its own cost, provide or perform maintenance to the Premises and Subleased Premises as outlined in Section 11 of the McClellan Lease, including security services as specified in Exhibit B. Any maintenance or repairs that are the result of damage or misuse by the Subtenant shall be repaired by Sublandlord or its contractors at the Subtenants expense. Sublandlord shall coordinate access to the Subleased Premises for maintenance by providing three (3) business days notice to the Subtenant. Notwithstanding the preceding sentence, if Sublandlord reasonably believes there is a substantial threat to property, Sublandlord may immediately access the property for emergency maintenance with reasonable notice to Subtenant, which may occur after Sublandlord's entry. Subtenant must promptly notify Sublandlord if any damage occurs to the Subleased Premises during the Term, outlining the nature and extent of the damage.
17. HAZARDOUS MATERIALS. Subject to the provisions of Section 8 of the McClellan Lease, Subtenant hereby agrees that Subtenant and its officers, employees, representatives, agents, contractors, subcontractors, successors, assigns, subtenants, concessionaires, and invitees shall not cause or permit any Hazardous Materials, as that term is defined in the McClellan Lease, to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the Subleased Premises or Property or transport to or from the Subleased Premises or Property without the express prior written consent of the Sublandlord, which will seek consent from the Landlord, and which consent may be limited in scope and predicated on strict compliance by Subtenant of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by Sublandlord or Landlord (or any insurance carrier, environmental consultant or lender of Landlord, or environmental consultant retained by any lender of Landlord) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the Subleased Premises or Property. Subtenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Subtenant of Hazardous Materials on the Subleased Premises or the Property, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises or the Property.
While the McClellan Lease is attached and incorporated herein by reference to this Sublease, Subtenant acknowledges it has read, reviewed, and understands the provisions of Section 8 in the McClellan Lease, including required certification and reporting requirements contained in the McClellan Lease for any sublessee.
18. NO WAIVER. The failure of either party to insist in any one or more cases upon the strict performance or observance of any obligation of the other party or to exercise any right or option contained in this Sublease shall not be construed as a waiver or relinquishment for the future of any such obligation of the other party or any right or option of such party.
19. SUCCESSOR AND ASSIGNS. The provisions of this Sublease, except as otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties and their respective personal representatives, heirs, successors and permitted assigns.
20. COUNTERPARTS. This Sublease may be executed in any number of counterparts, all of which shall be deemed one instrument.
21. ACCESS. Sublandlord and Landlord shall have the right at any reasonable time upon at least forty eight (48) hours prior notice (except in emergencies), to enter the Subleased Premises to make inspection, or upon five (5) business days prior notice to exhibit the Subleased Premises to prospective tenants, purchasers, or other third parties. This period shall not affect Landlords rights of inspection under Section 18 of the McClellan Lease provided that Landlord, by consenting to this Sublease, will endeavor to provide at least 72 hours notice prior to entering the Subleased Premises for such purposes.
22. ASSIGNMENT & SUBLETTING. Subtenant shall not assign this Sublease, nor sublet the Subleased Premises or any part of it, without the prior written consent of Sublandlord and Landlord.
23. LANDLORD CONSENT CONTINGENCY. Sublandlord and Subtenant acknowledge that Landlords consent to this Sublease is required under the terms of the McClellan Lease. As such, this Sublease is conditioned upon such consent from the Landlord.
24. REPRESENTATIONS REGARDING MCCLELLAN LEASE. Sublandlord hereby represents and warrants to Subtenant as follows: (i) the McClellan Lease is in full force and effect and there is no existing default by Sublandlord or Landlord thereunder; (ii) all rent and other amounts required under the McClellan Lease to have been paid by Sublandlord as of the date hereof have been paid; (iii) the attached copy of the McClellan Lease is true and complete, the McClellan Lease has not been modified or amended, and no other binding agreements exist between Landlord and Sublandlord pertaining to the Subleased Premises; (iv) no consent from any third party other than from Landlord is required for Sublandlord to consummate the sublease transaction herein contemplated; and (v) there is no litigation pending, or to Sublandlords actual knowledge, threatened, by or against Sublandlord with respect to the Subleased Premises.
25. SUBLANDLORDS OBLIGATIONS UNDER MCCLELLAN LEASE. The parties contemplate that Landlord shall perform its obligations under the McClellan Lease and in the event of any default or failure of such performance, Sublandlord agrees that it will make demand upon Landlord to perform its obligations under the McClellan Lease. Notwithstanding anything to the contrary contained herein or in the McClellan Lease, the parties agree that: (i) Sublandlord shall comply with all the terms of the McClellan Lease and shall not, by its act or omission, cause an event of default under the McClellan Lease.
26. SEVERABILITY. If any term or provision of this Sublease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby, and each remaining term and provision of this Sublease shall be valid and be enforceable to the fullest extent permitted by law.
27. AUTHORITY. Subtenant represents and warrants that Subtenant is a duly organized and validly existing entity, and the persons signing on behalf of Subtenant are duly authorized to execute and deliver this Sublease on behalf of Subtenant. Sublandlord represents and warrants to Subtenant that Sublandlord is a municipality, the persons signing on behalf of Sublandlord are duly authorized to execute and deliver this Sublease on behalf of Sublandlord, and any approvals or consents of third parties required in connection with this Sublease have been obtained prior to execution and delivery hereof.
28. DEFINED TERMS. All capitalized terms used in this Sublease and not otherwise defined shall have the meaning given to such term in the McClellan Lease.
29. COMPLETE AGREEMENT. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties.
Signature Page Follows
Executed as of the Effective Date stated above.
SUBTENANT: SUBLANDLORD:
Crocker Art Museum Association, City of Sacramento,
a California non-profit corporation a municipal corporation By: By:
Print Name: Agustin Arteaga Print Name: Michael Jasso
Title: Director and CEO Title: Assistant City Manager
For Leyne Milstein, Interim City Manager
APPROVED AS TO FORM:
By: _____
Senior Deputy City Attorney
ATTEST:
By: ________________________________
Assistant City Clerk
Exhibit A
Sublease Premises
Exhibit B
Sublandlord Provided Security Services
CCTV System
(2) Cameras with video storage
Burglar Alarm System
(3) Door Contacts
(3) Motion Detectors
(1) Roll Up Overhead Door Contact
(2) Keypad
Alarm Monitoring
Exhibit C
Lease Agreement with McClellan Realty LLC