ROOM RENTAL AGREEMENT
EMERGENCY SHELTER PROGRAM
ROOM RENTAL AGREEMENT
Steinbeck Lodge
109 John St, Salinas, California
THIS ROOM RENTAL AGREEMENT (“Agreement”) is made and entered into this 21st day of March 2023, by and between the City of Salinas, a California charter city and municipal corporation, hereinafter called the “City,” and JS INC. a California Stock Corporation, hereinafter called “Operator.” City and Operator may sometimes collectively be referred to Parties herein.
RECITALS
WHEREAS, the Operator holds a ground lease at the Steinbeck Lodge located at 109 John Street in the City of Salinas, California, County of Monterey (the “Premises”); and WHEREAS, the Operator has obtained Lessor’s written consent authorizing the City of Salinas to enter into this Room Rental Agreement at the Premises; and WHEREAS, the City desires to rent from the Operator forty-three (43) hotel rooms in the Premises to house unsheltered individuals through the City’s Emergency Shelter Program (the “Program”) and the Operator desires to rent to the City forty-three (43) hotel rooms within the Premises upon the terms and subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:
AGREEMENT
1. PREMISES. The City hereby agrees to rent from the Operator and the Operator hereby agrees to rent to the City up to forty-three (43) hotel rooms within the Premises, upon the terms and conditions herein set forth herein. The City shall accept the hotel rooms “as-is, where-is” following an inspection of the hotel rooms.
2. TERM. This Agreement shall be for a term of twelve (12) months, commencing as of April 1, 2023, ("Commencement Date"), and ending on March 31, 2024 (the “Initial Term”), unless terminated earlier pursuant to the provision of this Lease. Upon the expiration or the earlier termination of this Agreement, the City shall have all individuals placed within the hotel rooms peaceably vacate the Premises and any and all improvements located thereon and deliver the same to the Operator in at least as good a condition as it was delivered to the City on the Commencement Date, reasonable wear and tear and casualty excepted.
3. Extended Term. Provided the City is not in default under this Agreement beyond any applicable notice and cure periods, the City may elect to renew this Lease Agreement yearly for two 12-month terms (“the “Extended Term”) by providing written notice to the Operator at least ninety (90) days prior to the expiration of the Initial Term. If the City elects to renew, the Extended Term of the Agreement, except as otherwise specifically set forth herein, shall be on the same terms and conditions as set forth herein.
4. RENT. As consideration for the use of rooms within the Premises, City agrees to pay to the Operator eighty-five dollars per room $85 for a total amount of one hundred and eleven thousand one hundred and seventy-two with ninety-two cents ($111,172,.92) per month. The total amount of consideration to be paid to the Operator through the Initial Term of this Agreement shall not exceed one million three hundred thirty-four thousand and seventy-five dollars ($1,334,075).
5. USE. City shall only use rooms within the Premises only to provide temporary emergency shelter and housing services for unsheltered individuals through the Program. a. Cleaning. City and its onsite partners shall coordinate with Operator and its onsite manager on weekly cleaning of the rooms used by the City during the term of this Agreement.
b. Maintenance and Repairs. Except as may be provided elsewhere in this Agreement, the City shall perform, at its own cost and expense, the repair and replacement of the rooms and any fixtures located therein that are damaged by occupants of the rooms who are participants in the Program. City shall maintain a reserve account with one hundred-sixty five thousand, nine hundred and twenty-five dollars ($165,925) for maintenance and repair of damages caused by the Participants in the Program.
6. COMPLIANCE WITH LAWS. City shall comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal relating to City’s use and occupancy of the Premises whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted.
7. UTILITIES. The Operator shall pay, and hold the City free and harmless from, all charges for the furnishing of gas, water, electricity, telephone/communications service, garbage pickup and disposal, and other utilities to the hotel rooms used by the City during the term of this Agreement.
8. INDEMNIFICATION. City agrees to hold harmless, and indemnify Operator and its officers, officials, and employees from and against any and all liability, loss, damage, expense, and costs of every nature arising out of or in connection with this Agreement or City’s failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the negligence or willful misconduct of the Operator or any of its officers, officials, or employees.
9. INSURANCE. Operator shall, at its own cost and expense, maintain insurance covering the Premises.
10. ENTRY AND INSPECTION. The City shall have the right to enter the Premises at all reasonable times for the purpose of inspection, posting notices, or other lawful purposes.
11. REMOVAL OF PERSONAL PROPERTY; RESTORATION OF PROPERTY. No later than the expiration or the earlier termination of this Agreement, the City shall at its sole cost and expense remove all items of personal property placed in the Premises by the City or any of the occupants of the rooms within the Premises that are rented by the City and who are participants in the Program. Upon expiration or earlier termination of this Agreement, City shall surrender the Premises, including all rooms rented by it, to Operator in reasonably good condition and repair, ordinary wear and tear excepted.
12. FORCE MAJEURE. If either party is unable to perform its duties under this Agreement due to acts of God, strikes, lockouts, labor disputes, inability to obtain labor, governmental restrictions, regulations or controls, civil commotion, fire or other casualty, emergency, or any other cause beyond the reasonable control of the party, such non-performing party shall be excused from performance by the other party, and shall not be in breach of this Agreement, for a period equal to any such prevention, delay or stoppage.
13. SUCCESSORS AND ASSIGNS. Except as otherwise provided for herein, the parties expressly agree that, subject to the terms of this Agreement, all terms and conditions of this Agreement shall extend to and be binding upon or inure to the benefit of the heirs, executors, administrators, personal representative, assigns and successors in interest of both the respective parties hereto.
14. ENTIRE AGREEMENT. This Agreement expresses the whole contract between the parties, there being no representations, warranties, or other understandings not here expressly set forth or provided. This Agreement may be executed in duplicate, each of which when so executed and delivered shall be deemed an original, but such duplicate together shall constitute but one and the same instrument.
15. AMENDMENTS. This Agreement may be amended at any time and from time to time, provided that no amendment to this Agreement shall be legally enforceable against the City or Tenant unless it is in writing, executed and acknowledged by both parties.
16. NOTICES. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been given fully, when made in writing and personally delivered as shown below, or deposited in the United States mail, certified, return receipt requested, postage prepaid, and addressed as follows:
City: City of Salinas Operator: JS Inc. DBA Steinbeck Lodge 200 Lincoln Avenue 109 John St
Salinas, CA 93901 Salinas CA 93906
Attn: City Manager Attn: Dinesh Jadav
w/copy to: City Attorney
17. WARRANTY OF TITLE. Operator represents and warrants that it has the sole and the exclusive title to the Premises such that it may enter into this Agreement. Operator further warrants and represents that the execution, delivery, or performance of this Agreement will not conflict with or violation any other agreements by which the Operator is bound, or any law, rules, regulation, or ordinance by which the Operator is bound.
18. NON-DISCRIMINATION IN USE AND AVAILABILITY. City shall not discriminate on the basis of a person’s place of residence, their race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any participant in, recipient of, or applicant for any services or programs provided by the City at the Premises. City shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in the provision of any services or programs offered at the Premises.
19. ADA COMPLIANCE AND DISCLOSURE. Operator represents and warrants that the Premises (as of the Commencement Date of this Agreement) is in conformance with the requirements of the Americans with Disabilities Act and all regulations issued by the U.S. Attorney General or other authorized agencies under the authority of the Americans with Disabilities Act (“ADA Laws”). Operator shall be responsible, at its sole expense, for making any alterations, modifications needed to comply with the requirements of the ADA and all related Laws, and to bear any expense during the Initial Term and any renewal thereof to ensure the ongoing compliance with any of the ADA Laws. Operator shall reimburse and indemnify City for any expenses incurred because of the failure of the Premises to conform with the ADA Laws, including the costs of making any alterations, renovations or accommodations required by the ADA laws, any governmental enforcement agency or any court, any and all fines, civil penalties and damages awarded against City resulting from a violation or violations of the ADA Laws and all reasonable legal expenses incurred in defending claims made under the ADA Laws, including reasonable attorney’s fees.
Operator and City hereby acknowledges that pursuant to Section 1938 of the California Civil Code, if the Premises have not been inspected by a Certified Access Specialist (a “CASp”) prior to the execution of the Agreement, then the following disclosure shall be included in the Agreement:
“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 Operator or Operator may not prohibit the City or City from obtaining a CASp inspection of the subject Premises for the occupancy or potential occupancy of the City or City, if requested by the City or City. 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.” Operator shall be responsible for the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.
20. JURISDICTION. This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey, or in the appropriate federal court with jurisdiction over the matter. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorney fees in addition to such costs as may be allowed by the court. City’s attorney fees, if awarded, shall be calculated at the market rate.
21. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
22. FURTHER ASSURANCES. Both parties agree to take whatever action may be necessary to perform their respective and their mutual obligations under this Agreement.
23. RIGHTS AND OBLIGATIONS UNDER THIS LEASE. By entering into this Agreement, the Parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.
24. INVALIDITY. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, as authorized representatives of the parties, have entered into this Agreement as of the date first written above.
CITY OF SALINAS JS INC,
Steven S. Carrigan, City Manager Dinesh Jadav, President APPROVED AS FORM:
Christopher A. Callihan, City Attorney
2 City of Salinas
Lease Agreement – 109 John St
April 1, 2023