Attachment A
AGREEMENT WITH CALIFORNIA CONSERVATION CORPS
AND THE CITY OF SANTA MARIA
THIS AGREEMENT ("Agreement") is entered into as of July 1, 2023, between the City of Santa Maria ("City") and California Conservation Corps ("CCC").
Recitals
WHEREAS, the CCC is statutorily mandated to provide job skills training, educational opportunities and an increased awareness of the State's natural resources to young adults; WHEREAS, the CCC is authorized to work on projects in rural and urban areas that provide a benefit to the public by, among other things, preserving, maintaining and/or enhancing the lands and water of the State of California, directly contributing to the conservation of energy and/or assisting in fire prevention and suppression:
WHEREAS, the CCC is authorized pursuant to the California Public Resources Code Section 14306 to execute contracts for furnishing the services of the CCC to any federal state or local public entity concerned with the objectives of the CCC program as specified in California Public Resources Code Sections 14000 and 14300;
WHEREAS, the City owns and manages parks, open space, rights of way and natural resource lands which require regular maintenance, upkeep, and focused enhancements; WHEREAS, the City has successfully utilized the CCC in the past to perform such maintenance, and upkeep including focused enhancements services on its open space and natural resource lands:
WHEREAS, the CCC wishes to occupy a portion of the City-owned property located at the 1619 S.
Thornburg St., Santa Maria, CA for its Santa Maria Non-Residential satellite operations and the City desires to provide such space to the CCC in exchange for its services.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
I. Premises. City provides to CCC, and CCC accepts from City, the property located at 1619 S.
Thornburg St., Santa Maria, CA incorporated herein by reference ("Premises"). The Premises shall include the following:
(a) A community center building consisting of approximately 2,100 square feet; and, (b) An adjacent gated parking lot.
2. Term of Agreement. The term of this agreement ("Term") shall be for a three-year period, commencing on July 1, 2023 ("Commencement Date"), and ending on June 30, 2026, unless sooner terminated as provided in this agreement ("Termination Date"). The Term of this agreement may also be extended by up to three years in one-year increments. The Agreement will automatically be extended each year unless the City or CCC provides written notice to the other party by April 1st. The CCC may terminate this agreement without penalty prior to the Termination Date upon ninety (90) days' advance written notice to the City.
3. Use. CCC shall use the Premises for any lawful purpose, subject to CCC obtaining, maintaining as current, and following, all local, state, and federal approvals. Hazardous materials shall not be used or stored on the premises except for equipment fuels stored in an approved fuel storage locker designated by City.
4. Rent
(a) CCC shall provide, in lieu of rent, three thousand (3,000) hours of crew work consisting of improvement and upkeep of parks, open space, natural resources lands, facility maintenance, grounds keeping and/or other City priorities each City Fiscal Year, July 1 to June 30. (b) Services are to be coordinated by the Director Recreation and Parks, with Recreation and Parks and Public Works department receiving approximately 50% of the service hours for their needs. Dates for services will be determined annually between CCC representative and designated City representatives for each department.
(c) The City acknowledges that the CCC is required to provide emergency services if directed by the Governor of the State of California and other agencies charged with responding to emergencies throughout California arising from fire, flood, wind, and other natural and man caused disasters ("Emergency Services"). The City further acknowledges that Emergency Services may require the CCC to temporarily suspend services. Notwithstanding the existence of Emergency Services, CCC shall remain responsible for the payment of Rent through the completion of service hours.
5. Utilities. The CCC shall make all arrangements for and pay for telephone, electricity, gas, internet, including all connection and removal charges. All equipment to connect to internet shall be provided by CCC. The CCC agrees to provide all custodial maintenance on a week ly basis and cover all cost of all custodial supplies. Structural maintenance, HVAC system, hardscapes and pavements maintenance will be the responsibility of the City.
6. Condition of Premises. CCC represents that as of the commencement date, CCC has inspected the premises and all improvements on the Premises, and CCC hereby accepts the premises in their "As ls" condition.
7. Repairs and Maintenance.
(a) The City shall maintain the exterior of the building in which the Premises are located, including the walls, ground, roof and glass, plumbing and other facilities, except that the City shall have no duty to maintain the Premises if the need for such maintenance is the result of CCC's neglect. CCC shall, at its cost, maintain the interior of the Premises. The CCC is responsible for cleaning and general upkeep of the d Premises.
(b) If at any time during the Term, after written notice by the City, CCC fails to maintain the Premises or make any required repairs or replacements, City may, but shall not be required to, enter the Premises and perform the maintenance or make the repairs or replacements for the account of CCC; to the extent permitted by law, City may seek to recover from CCC any sums expended by City in so doing, together with interest at ten percent ( 10%) per annum from the date said sums are demanded, said sums shall be deemed additional Rent.
8. Alterations. CCC shall not make any alterations to the building or other improvements on the Premises without the prior authorization from the City. The City retains the right to make alterations as necessary;
9. Entry. City or City's agents, representatives, or employees may enter the Premises at all reasonable times and upon reasonable notice to inspect the Premises to determine whether CCC is complying with the terms of this agreement and to do other lawful acts that may be necessary to protect City's interest in the Premises under this Agreement or to perform City's duties under this Agreement.
10. Agreement Termination. Subject to CCC's right to remove its trade fixtures and personal property in accordance with Paragraph 14 of this Agreement, on the Termination Date or the end of any extension or renewal of this Agreement, CCC shall promptly surrender and deliver the Premises to City in as good condition as they are at the Commencement Date, reasonable wear and tear excepted.
11. Indemnity. To the fullest extent permitted by law, each party shall indemnify and hold harmless the other party and its respective officers, officials, employees and agents from and against all claims (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including expert fees, court costs and attorney's fees) from any cause, arising out of or relating (directly or indirectly) to this Agreement which have been determined to have been caused by the acts or omission of the non- indemnifying party. However, neither party is obligated to indemnify or hold harmless the other party when any claim(s) (as described above) are caused by the willful acts or omissions or gross negligence of the other party. These indemnifications extend to and include, without limitation, claims for injury or death to persons, loss of, injury or damage to, or destruction of property, and all economic losses and consequential or resulting damage. The indemnification obligations hereunder shall survive the expiration or earlier termination of this Agreement until all claims against the City or the CCC involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statute of limitation.
12. Insurance. CCC is a self-insured State entity and shall maintain a self-insured status throughout the duration of this Agreement.
13. Trade Fixtures.
(a) CCC shall have the right, at any time and from time to time during the agreement and any renewals or extensions, at CCC's sole cost and expense, to install and affix on the Premises items for use in CCC's trade or business, which CCC, in CCC's sole discretion, deems advisable, including CCC's personal property and any storage container placed on the Premises by the CCC ("Trade Fixtures"). Trade Fixtures installed in the Premises by CCC shall always remain the property of CCC and may be removed at the expiration of the agreement or any extension, provided that any damage to the Premises caused by the removal of the Trade Fixtures shall be repaired by CCC, and further provided that City shall have the right to keep any Trade Fixtures or to require CCC to remove any Trade Fixtures that CCC might otherwise elect to abandon. (b) Any Trade Fixtures that are not removed from the Premises by CCC within sixty (60) days after the Termination Date shall be deemed abandoned by CCC and shall automatically become the property of City as owner of the real property to which they are affixed.
14. Damage and Destruction. If the building or other improvements constructed on the Premises are damaged or destroyed, whether partially or entirely, by any cause, CCC, to the extent permitted by law, at CCC's own cost and expense, but utilizing the proceeds of insurance, if any, including any insurance carried by City to the extent available, shall repair, restore, or reconstruct the damaged or destroyed building and other improvements so that the condition and quality of the new building and other improvements shall be as near as reasonably possible to the condition and quality immediately prior to the damage or destruction. Damage to or destruction of any portion of the building, fixtures, or other improvements on the Premises by fire, the elements, or any other cause shall not terminate this Agreement or entitle CCC to surrender the Premises or otherwise affect the respective obligations of the parties, any present or future law to the contrary notwithstanding. However, if the building, fixtures, or other improvements on the Premises are destroyed or damaged to the extent that the Premises are wholly unsuitable or inadequate for the purposes for which CCC was using the Premises prior to the destruction or damage, all Rent shall abate effective the date of the destruction or damage.
15. Assignment and Subletting. CCC shall not transfer, convey, assign, sublease, or mortgage or encumber its interest, or any portion thereof, in the Premises (each, an "Assignment"). Any attempted Assignment shall constitute an Event of Default and shall be voidable by the City.
16. Quiet Possession. The City agrees that the CCC, while keeping and performing the covenants herein contained, shall at all times during the existence of this agreement, peaceably and quietly have, hold, and enjoy the premises without suit, trouble, or hinderance from the Cit y or any person claiming under the City.
17. Default. Any of the following events or occurrences shall constitute a material breach of this Agreement by CCC and, after the expiration of any applicable grace period, shall constitute an Event of Default (each an "Event of Default"):
(a) The failure by CCC to pay any amount in full when it is due, the failure to provide SMNR Services as agreed upon.
(b) The failure by CCC to perform any other obligation under this Agreement, if the failure has continued for a period of thirty (30) days after City demands in writing that CCC cure the failure . If, however, by its nature the failure cannot be cured within thirty (30) days, CCC may have a longer period as is necessary to cure the failure, but this is conditioned upon CCC's promptly commencing to cure within the thirty (30) day period and thereafter diligently completing the cure .
CCC shall indemnify City against any liability, claim, damage, loss, or penalty that may be threatened or may in fact arise from that failure during the period the failure is uncured. (c) The abandonment of the Premises by CCC.
18. Remedies. Upon the occurrence of an Event of Default, City, in addition to any other rights or remedies available to City at law or in equity, shall have the right to:
(a) Terminate this Agreement and all rights of CCC under this Agreement by giving CCC written notice that this Agreement is terminated, in which case City may recover from CCC the aggregate sum of:
1) the prorated worth at the time of the Default of any remaining SMNR Services that have been earned but not received at the time of termination. 2) all other amounts in addition to or in lieu of those previously set out as may be permitted by applicable California law.
(b) Continue this Agreement, and from time to time without terminating this Agreement, recover SMNR Services as Rent as they become due.
(c) Upon the occurrence of an Event of Default, City shall also have the right, with or without terminating this Agreement, to re-enter the Premises and remove all persons and property from the Premises. City may store the property removed from the Premises in a public warehouse or elsewhere at the expense and for the account of CCC.
(d) Except where this is inconsistent with or contrary to any provisions of this Agreement, no right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy, or any right or remedy given or now or later existing at law or in equity or by statute.
Except to the extent that either party may have otherwise agreed in writing, no waiver by a party of any violation or nonperformance by the other party of any obligations, agreements, or covenants under this Agreement shall be deemed to be a waiver of any subsequent violation or nonperformance of the same or any other covenant, agreement, or obligation, nor shall any forbearance by either party to exercise a remedy for any violation or nonperformance by the other party be deemed a waiver by that party of the rights or remedies with respect to that violation or non-performance.
19. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement shall not constitute a waiver of any further breach of the same or other term of this Agreement; and the acceptance or provision of rent (i.e., SMNR Services) shall not constitute a waiver of any breach of any term of this Agreement, except as to the payment of rent accepted.
20. Attorney's Fees. If any action at law or in equity is brought to recover any rent or other sums under this Agreement, or for or on account of any breach of or to enforce or interpret any of the covenants, terms, or conditions of this Agreement, or for the recovery of the possession of the Premises, the prevailing party shall be entitled to seek to recover from the other party as part of prevailing party's costs reasonable attorney's fees, the amount of which shall be fixed by the court and shall be made a part of any judgment rendered.
21. Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party shall be in writing and shall be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, or via a nationally recognized overnight courier, addressed as follows:
To CCC at: To City:
CCC Recreation and Parks Director
1530 Madera Ave. 615 S. McClelland St.
San Luis Obispo, CA 93401 Santa Maria, CA 93454
Either party, may change the address for the purpose of this Section by giving written notice of the change to the other party in the manner provided in this Section.
22. Heirs and Successors. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of City and CCC.
23. Partial Invalidity. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of th is Agreement shall remain in effect, unimpaired by the holding.
24. Entire Agreement. This instrument constitutes the sole agreement between City and CCC respecting the Premises, the leasing of the Premises to CCC, and the specified Agreement term, and correctly sets forth the obligations of City and CCC. Any agreement or representations respecting the Premises or their leasing by City to CCC not expressly set forth in this instrument are void.
25. Amendments. This Agreement may be modified only in writing and only if signed by the parties at the time of the modification.
26. No Oral Agreements. It is mutually understood and agreed that no alterations or variations of the terms of this agreement shall be valid unless made in writing and signed by the parties hereto, and that no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. the parties hereto
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Approved as to form:
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Date:______________________ ______________________________
CITY OF SANTA MARIA
Date:______________________ ______________________________
CALIFORNIA CONSERVATION CCC