LEASE
REC
ITALS
A. The Housing Authority of the City of Santa Rosa ("Authority” ) is the owner of the real property commonly known as 983 Sonoma Avenue, Santa Rosa, California, Sonoma County Assessor's Parcel Number 009-171-029, and the building and other improvements thereon (hereinafter the "Premises").
B. The Premises has been leased to Santa Rosa Community Health since April 1, 2011. The lease expired March 31, 2023, and Santa Rosa Community Health moved to a new location.
C. Th
e Authority now desires to lease the Premises in accordance with the terms and conditions herein.
1. PARTIES. This lease ("Lease") is entered into as of the date on which this Lease is fully executed by the parties as indicated on the signature page ("Effective Date"), by and between the Housing Authority of the City of Santa Rosa, hereinafter described as landlord, ("Landlord") and the City of Santa Rosa, a municipal corporation ("Tenant").
2. PREMISES.
2.1 Landlord hereby leases to Tenant and Tenant leases from Landlord the real property located at 983 Sonoma Avenue, commonly known as Sonoma County Assessor's Parcel Number 009-171-029 and all existing improvements thereon (hereinafter the "Premises").
2.2 Landlord covenants and warrants that as long as Tenant is n ot in default of the terms of this Lease, Tenant shall have quiet and peaceful possession of the Premises and shall enjoy all the rights herein granted without interference, subject to the limitations, reservations and conditions set forth herein.
3. TERM; EXTENSION OPTIONS.
3.1 The initial term ("Term") of this Lease shall commence on April 1, 2023 ("Commencement Date") for a term of five (5) years, unless sooner terminated as provided herein.
3.2 Provided that Tenant is not in default under this Lease, Tenant shall have the option to extend the Lease for two (2) additional five (5) year terms. If Tenant elects to exercise its option(s) to extend the Term, it shall provide written notice to City not later than sixty (60) days before the expiration of the then -current Term (“Exercise Notice”), which Exercise Notice will set forth Tenant’s intent to exercise its option hereunder.
4. RENT. The initial rent of this Lease ("Rent") shall be two thousand six hundred and no/100 dollars ($2,600.00) per quarter, payable in advance on the first day of each quarter commencing on the Commencement Date and thereafter during the term of this Lease as directed by Landlord. For reference, the first day of each quarter is as follows: April 1
st, July 1st, October 1st and January 1st. Rent for any period during the Lease Term which is less than one month shall be a prorated portion of the monthly Rent based
EXHIBIT A
on a thirty day month. Rent shall be paid by Tenant without deduction or offset, notice or demand at the place designated by Landlord. Rent shall increase by an amount equal to three percent (3%) of the the n current monthly Rent, starting as of April 1, 2024 and on each anniversary thereafter during the Lease Term.
5. USE.
5.1 The Premises shall be used and occupied by Tenant and its employees or contractors. Tenant acknowl edges and agrees tha t in entering into this Lease, it is not relying on any representations of Landlord or any of its officers, agents or employees for pe rmission for any use beyond that expressly provided herein. The Premises shall be used as office space and for mental health intake interviews by the City’s inRESPONSE team in partnership with the Santa Rosa Police and Fire Departments, may be open to the public, and shall not be used for any other unrelated use without the prior written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion. Tenant shall be solely responsible for obtaining any permits necessary to allow such use prior to occupancy of the Premises. In consideration for and as a material condition of this Lease by Landlord at the rent and on the terms provided herein, Tenant shall, in addition to all other covenants and requirements of Tenant herein, complete all improvements necessary for Tenant’s occupancy of the Premises in compliance with the terms and conditions of this Lease.
5.2 Upon taking possession of the Premises, Tenant shall be deemed to have examined and determined the condition of the Premises and have accepted the present condition and repair. All work conducted through tenant improvements shall have been reviewed and approved by Landlord. Landlord makes no representation or warranty concerning the condition of the Premises or its fitness for use for the purposes described above Tenant assumes all responsibility and all costs of making any tenant improvements, alterations, refurbishment and repairs which may be nece ssary or appropriate for Tenant's use and occupancy.
5.3 Tenant shall promptly comply with all applicable statutes, ordinances, rules, regulations, orders and requirements of any governmental agency in effect during the Term or any part of the Term of this Lea se regulating Tenant's use of the Premises. Without limiting the generality of the foregoing, Tenant shall, at Tenant's sole cost and expense, comply with all applicable laws, ordinances and regulations with respect to any and all required permits for oper ation of the Premises for its intended purpose. Tenant shall also promptly comply with all reasonable rules and requirements issued by Landlord during the term of this Lease, so long as such rules and requirements are in conformity with common practice and usage in similar property, are not inconsistent with the provisions of this Lease, or Tenant's permitted use of the Premises, and providing further that a written copy thereof is received by Tenant sufficiently in advance of the time any new rule is effective. Tenant shall not use or permit the use of the Premises in any manner that will tend to create waste or a nuisance or use the Premises for any unlawful or hazardous purpose.
5.4 Tenant agrees that its use of the Premises shall be conducted in compliance w ith all applicable state, local and federal laws, and regulations.
6. MAINTENANCE, REPAIRS AND ALTERATIONS.
6.1 The obligations and duties enumerated below which require Tenant to repair and maintain the Premises are a part of the consideration for Landlord's renting the Premises:
(a) Subject to the provisions of Section 10 of this Lease and except as otherwise expressly provided herein, Tenant shall, at Tenant's expense, keep and maintain the Premises and every part thereof in good order, condition and repair (normal wear and tear excepted), including without limitation, all plumbing, the exterior of the building, including exterior walls, exterior doors and window frames, gutters and downspouts, parking lot surface and lighting, heating, ventilation and air conditioning systems, and wiring and plumbing within the walls and floors and equipment within the Premises, fixtures, interior walls and interior surfaces of exterior walls, ceilings, windows, doors, and plate glass, located within the Premises. Tenant shall maintain all exterior landscaping in a pleasing condition. (b) If Tenant fails to perform Tenant's obligations under Section 6.1, Landlord may, at Landlord's option, enter upon the Premises if Tenant fails to cure the deficiency after ten (10) days prior written notice to Tenant, and put the same in good order, condition and repair, to the same condition as when accepted by Tenant pursuant to Section 5.2 above, and the reasonable cost of such repair shall be due and payable as additional rent to the Landlord together with Tenant' s next rental installment, provided Landlord has provided Tenant at least ten (10) days written notice and reasonable opportunity for cure and submits copies of detailed invoices or receipts for the cost of such repairs. (c) Landlord shall be responsible for any capitalized repairs that may be required to the roof of Premises (but not regular maintenance) during the term of this Lease. (d) On the last day of the term or any extended term of this Lease or on any sooner termination, Tenant shall surrender the Premises to Landlord in as good a condition as received, broom clean, ordinary wear and tear excepted. Landlord shall inspect the Premises on Tenant's departure and notice Tenant in writing of Landlord's requirements to return the Premises to good condition, ordinary wear and tear excepted.
(e) Tenant shall promptly give Landlord written notice of any damage, destruction or deterioration of or to the Premises, including without li mitation the discharge by Tenant of any hazardous materials which are not immediately and completely remedied by Tenant.
6.2 (a) Tenant shall, as part of the consideration to Landlord hereunder for its use and occupation of the Premises, install and construct certain improvements to the Premises as necessary for Tenant’s use of the Premises. All of the improvements shall be installed in the Premises during the Term shall remain part of the Premises at the end of the Term, and shall be the property, free and clear, of Landlord. Tenant shall maintain all such improvements, equipment and fixtures in good working order and condition, reasonable wear and tear accepted, and shall be solely responsible for the repair or replacement of same during the Term of the Lease. At the end of the Term, Tenant shall deliver all such improvements, equipment and fixtures to Landlord in good working order and condition.
(b) Tenant agrees not to make any alterations of, changes in or additions to the Premises without the prior written consent of La ndlord, which shall not be unreasonably withheld. Any request for alteration should also inquire as to whether such alterations will be required to be removed by Tenant at the end of the Term, or alternatively whether such alteration may remain on the Premises. Tenant agrees that should Landlord give written consent, unless otherwise agreed in writing, all such alterations, additions and improvements, including fixtures, made in, to or on the Premises shall be made at the sole cost and expense of Tenant and shall (except for unattached movable personal property not the property of Landlord) be the property of Landlord and shall remain upon and be surrendered with the Premises, except that if Landlord requires it at the end of the Term, Tenant shall restore the Premises to the same condition as before the alterations, entirely at Tenant's cost and expense. (c) Tenant covenants and agrees to indemnify, defend and hold harmless Landlord and the Premises from all claims, liens or demands arising out of any work performed, materials furnished, or obligations incurred by or for Tenant upon the Premises during the term. (d) All work done by Tenant under these provisions shall be done in a good and workmanlike manner, and in compliance with all applicable laws and a ll ordinances, regulations and orders of governmental authority, including but not limited to Labor Code Section 1720 et seq. (e) Upon completion of tenant improvement plans, if any, Tenant shall promptly provide Landlord, at no cost to Landlord, with copies of all engineering, architectural and/or mechanical plans and specifications and original final building permits for all alterations, modification and repairs to the Premises by Tenant.
(f) Pursuant to California Civil Code § 1938(a), Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52). Accordingly, pursuant to California Civil Code § 1938(e), Landlord hereby further states as follows: “ 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 repai rs necessary to correct violations of construction-related accessibility standards within the premises.” In accordance with the foregoing, Landlord and Tenant agree that if Tenant obtains a CASp inspection of the Premises, then Tenant shall pay (i) the fee for such inspection, and (ii) the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.
7. INTENTIONALLY OMITTED.
8. INSURANCE.Tenant shall obtain and maintain property casualty insurance covering the full replacement cost of the improvements on the Premises. The Premises may be included in a City blanket policy.
9. DAMAGE OR DESTRUCTION.
9.1 In the event of damage or destruction of the Premises during the Term of the Lease, Landlord shall, to the extent of available insurance proceeds, repair the damage to the Premises, provided such repairs can be made within sixty (60) days under the laws and regulations of state, federal, county or municipal authorities, but such destruction shall in no way annul or void this Lease except if such damage or destruction is without fault of Tenant and/or Tenant's agents, employees and invitees, in which case Tenant may opt to terminate the Lease immediately. Tenant shall be entitled to a reduction of Rent while such repairs are made proportionate to the extent to which the repair operations interfere with Tenant's business conducted on the Premises. If the repairs cannot be made in sixty (60) days, either party has the option to terminate this Lease. Landlord shall provide Tenant with written notice of Landlord’s election to terminate within thirty (30) days after such damage or destruction. If Landlord elects to repair and restore the Premises, but fails to do so within sixty (60) days of-the event causing the damage, Tenant may elect to terminate the Lease. Tenant shall not be responsible for Lease payments during the time the Premises were unusable or following termination.
9.2 If the damage or des truction does not result from a peril for which insurance is required to be carried pursuant to Section 8, Landlord may at its sole election either repair and restore the Premises or terminate this Lease. Provided, however, that Tenant may elect to restore the Premises to substantially the same condition as they were in immediately befo re destruction at Tenant's cost in which event such damage or destruction shall not terminate this Lease. Tenant shall restore the Premises i f the destruction is caused by the negligence of Tenant.
9.3 Notwithstanding anything in this Lease to the contr ary, if at any time during the term of this Lease any gove rnmental agency having jurisdiction over the Premises, other than Landlord, shall require the making of any repairs, improvements or alteration to the building or Premises:
(a) Landlord may, but shall not be required to, elect, in Landlord's sole and absolute discretion, to make said repairs, improvements or alterations to the Premises, in which event the Lease shall continue in full force and effect;
(b) If Landlord, in Landlord's sole and absolute discretion, elects not to make said repairs, improvements or alterations to the Premises, then Tenant shall have the right, at Tenant's sole option and at Tenant’s sole cost and expense, to make such repairs, improvements or alternations and to continue the Lease in full force and effect; or
(c) If neither Tenant or Landlord elects to make such repair, improvements or alteration, then, Tenant shall be required to vacate and surrender to Landlord such portion of the building(s) or Premises (together with exclusive or non-exclusive access thereto) upon which the repairs or alterations are required without making such repairs or alterations, and continue the Lease in effect as to the balance of the Premises but with a proportionate reduction, adjustment or abatement of the Rent or other charges due hereunder, if any. However, if Tenant determines that the remaining available portion of the Premises is inadequate for Tenant's permitted use of the Premises, Tenant may terminate the Lease and neither party shall have any further liability to the other.
10. UTILITIES. Tenant shall pay for gas, power, water, sewer, garbage collection service, telephone and other communication services supplied to the Premises, which are separately metered to the Premises. Landlord shall not be responsible to Tenant for any disruption, decrease or loss in utility services not within the control of Landlord. The garbage collec tion services will provide sufficient container capacity and sufficient frequency of collection to ensure that the Premises are maintained in a safe and sanitary condition in compliance with applicable health and safety laws and regulations.
11. SURRENDER OF PREMISES; HOLDING OVER. On the termination or the end of any extension or renewal of this Lease, Tenant shall promptly surrender and deliver the Premises to Landlord in as good condition as they are now at the date of this Lease, but including the installation of all improvements, equipment and fixtures, reasonable wear and tear excepted. At the e nd of the Term or any extension thereof, should Tenant hold over for any reason, it is agreed that in the absence of a written agreement to the contrary, that tenancy shall be from month-to-month only and not a renewal of this Lease, nor an extension for any further term. Tenant shall pay a monthly amount equal to One Hundred Twenty- Five Percent (125%) of the Rent payable prior to the end of the Term and the month-to-month tenancy shall be subject to every other term, covenant, and condition in this Lease that is consistent with and not contrary to a month-to-month tenancy.
12. HAZARDOUS MATERIALS.
12.1 Hazardous Materials Laws. "Hazardous Materials Laws" means any and all federal, state or local laws, ordinances, rules, decrees, orders, regulations or court decisions relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, enviro nmental conditions on, under or about the Premises, or soil and ground water conditions, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act (“RCRA"), 42 U.S.C. § 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the California Hazardous Waste Control Act, Cal. Health and Safety Code §25100, et seq., the Carpenter-Presley-Tanner Hazardous Substances Account Act, Cal. Health and Safety Code §25300, et seq., the Safe Drinking Water and Toxic Enforcement Act, Cal. Health and Safety Code §25249.5, et seq., the Porter -Cologne Water Quality Control Act, Cal. Water Code § 13000, et seq., any amendments to the foregoing, and any similar federal, state or local laws, ordinances, rules, decrees, orders or regulations.
12.2 H azardous Materials. "Hazardous Materials" means any chemical, compound, material, substance or other matter that: (a) is defined as a hazardous substance, hazardous material, hazardous waste or toxic substance under any Hazardous Materials Law; (b) is controlled or governed by any Hazardous Materials Law or gives rise to any reporting, notice or publication requirements hereunder, or gives rise to any liability, responsibility or duty on the part of Tenant or Landlord with respect to any third person hereunder; or (c) is flammable or explosive material, oil, asbestos, urea formaldehyde, radioactive material, nuclear medicine material, drug, vaccine, bacteria, virus, hazardous waste, toxic substance, or related injurious or potentially injurious material (by itself or in combination with other materials).
12.3 Us e . Tenant shall not allow any Hazardous Material to be used, generated, manufactured, released, stored or disposed of on, under or about, or transported from, the Premises, unless:
(a) such use is specifically required in the ordinary course of Tenant's business operations on the Premises; and (b) such use is conducted in compliance with the provisions of this Section 12, and further provided that Tenant shall handle, use, store and dispose of such Hazardous Materials i n a safe and lawful manner and shall not allow such Hazardous Materials to contaminate the Premises.
12.4 Compliance With Laws; Handling of Hazardous Materials. Tenant shall strictly comply with, and shall maintain the Premises in compliance with, all Hazardous Materials Laws. Tenant shall obtain, maintain in eff ect and comply with the conditions of all permits, licenses and other governmental approvals required for Tenant's operations on the Premises under any Hazardous Materials Laws, including, but not limited to, the discharge of appropriately treated Hazardous Materials into or through any sanitary sewer serving the Premises and the use of private disposal service licensed to remove, transport and dispose of Hazardous Materials. At Landlord's request, Tenant shall deliver copies of, or allow Landlord to inspect, all such permits, licenses and approvals. All Hazardous Materials removed from the Premises shall be removed and transported by duly licensed haulers to duly licensed disposal facilities, in compliance with all Hazardous Materials Laws. Tenant shall perform any monitoring, investigation, clean- up, removal, detoxification, preparation of closure or other required plans and any other remedial work (collectively, "Remedial Work") required as a result of any release or discharge of Hazardous Materials affecting the Premises or any violation of Hazardous-Materials Laws by Tenant or any successor or sublessee of Tenant or their respective agents, contractors, employees, licensees or invitees. Landlord shall have the right in Landlord’s sole and absolute discretion (but not the obligation) to intervene at Tenant's cost and expense, in any governmental action or proceeding involving any Remedial Work, and to review and approve performance of the Remedial Work, in order to protect Landlord's inter ests. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to Hazardous Materials without notifying Landlord in writing and providing ample opportunity for Landlord to intervene.
12.5 Notice: Reporting. Tenant shall notify Landlord, in writing, and provide copies of any written notices or related correspondence received by Tenant within three (3) business days after any of the following: (a) Tenant has knowledge, or has reasonable cause to believe, that any Hazardous Material has been released, discharged or is located on, under or about the Premises, whether or not the release or discharge is in quantities that would otherwise be reportable to a public agency; (b) Ten ant receives any order of a governmental agency requiring any Remedial Work pursuant to any Hazardous Materials Laws; (c) Tenant receives any warning, notice of inspection, notice of violation or alleged violation, or Tenant receives notice or knowledge of any proceeding, investigation of enforcement action, pursuant to a ny Hazardous Materials Laws; or (d) Tenant receives notice or knowledge of any claims made or threatened by any third party against Tenant or the Premises relating to any loss or injury resulting from Hazardous Materials. If the potential risk of any of the foregoing events is mate rial, Tenant shall deliver immediate oral notice to Landlord, in addition to written notice as set forth above.
Tenant shall promptly deliver to Landlord copies of all test results, reports and business or management plans required to be filed with any governmental agency pursuant to any Hazardous Materials Laws.
12.6 Indemnity. Tenant shall indemnify, protect, defend and hold harm less Landlord (and its officers, directors, employees and agents) from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs and expenses (including reasonable attorneys' fees and court costs) to the extent arising out of or in connection with any breach
of any provisions of this Section 12 or directly or indirectly arising out of the use, generation, storage, release, disposal or transportation of Hazardous Materials by Tenant, or any successor or sublessee of Tenant, or their r espective agents, contractors, employees, licensees, or invitees, on, under or about the Premises, including, but not limited to, all foreseeable and unforeseeable consequential damages and the cost of any Remedial Wo rk. Neither the consent by Landlord to the use, generation, storage, release, disposal or transportation of Hazardous Materials nor the strict compliance with all Hazardous Materials Laws shall excuse Tenant from Tenant's indemnification obligations pursuant to this Section
12. Tenant's indemnity obligation in this paragraph does not extend to any liabilities, claims, suits, judgments, actions, investigations, proceeds, costs or expenses arising out of or in connection with Landlord's active negligence, or· breach of any provision of this Lease, or non- compliance with or violation of any Hazardous Material Laws. The foregoing indemnity shall be in addition to and not a limitation of the indemnification provisions of Section 13 of this Lease. Tenant's obligations pursuant to this Section 12 shall survive the te rmination or expiration of this Lease.
13. INDEMNITY. Tenant agrees to indemnify and defend Landlord f rom any claims, demands, causes of action and liability of any nature and any reasonable expense incident to t he defense, for injury to or death of persons or loss of or damage to property occurring on or about the Premises arising out of or resulting from Tenant's use, and use its employees, contractors, invitees and guests, and occupation of the Premises or the condition of the Premises (unless the condition is one for which Landlord has expressly assumed the responsibility for remedying), d uring the Term, excepting only that caused by the active negligence or intentional misconduct of Landlord, its officers, agents, licensees, invitees, volunteers, or employees.
14. ASSIGNMENT AND SUBLETTING. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber ("transfer") all or any part of Tenant's interest in this Lease or in the Premises, except with the prior written consent of the Landlord.
Any attempt at transfer of this Lease or the Pr emises shall be voidable at the Landlord's option and shall constitute a mat erial breach of this Lease ..
15. DEFAULT.
15.1 The occurrence of any of the following events shall constitute a material default and breach of this Lease by Tenant:
(a) Vacation or abandonment of the Premises for a period of ninety (90) days or longer, unless the Premises have become unusable for Tenant's permitted use as set f orth in Section 5, above.
(b) The failure by Tenant to make any payment of Rent or other payment required to be made by Tenant under the provisions of this Lease, as and when due, unless otherwise excused under Section 9 above.
(c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant within thirty (30) days after receiving written notice thereof, or if such breach cannot be cured within said thirty (30) day
period, then the failure to commence cure within said thirty (30) day period and thereafter diligently pursue to completion.
(d) Transfer or attempted transfer of this Lease by Tenant contrary to the provisions of Section 14 above.
15.2 Upon the happening of any such event of default, Landlord shall have t he following remedies. These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law:
(a) Landlord can continue this Lease in full force and effect and this Lease will continue in effect as long as Landlord does not terminate Tenant's right to possession, and Landlord shall have the right to collect rent when due. During the period Tenant is in default, Landlord can enter the Premises and re-let them, or any part of them, to third parties for Tenant's account. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by t his paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease. After Tenant's default and for as long as Landlord does not te rminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be released from liability. Landlord's consent to a proposed assignment or subletting shall not be unreasonably withheld. If Landlord elects to re-let the Premises as provided in this paragraph, rent that Landlord receives from reletting shall be applied to the payment of:
(i) First, any indebtedness from Tenant to Landlord other than rent due from Tenant;
(ii) Second, Rent due and unpaid under this Lease. After deducting the payments referred to in this paragraph, any sum remaining from the Rent Landlord receives from reletting shall be held by Landlord and applied in payment of future Rent as Rent becomes due under this Lease. In no event shall Tenant be entitled to any excess Rent received by Landlord.
(b) Landlord can terminate Tenant's right to possession of the Premises at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a.receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termi nation of Tenant's right to possession. On termination, Landlord has the right to recover from Tenant:
(i) The worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Lease;
(ii) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided;
(iii) The worth, at the time of the award, of the amount by
which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; and
(iv) Any other amount, and court costs, necessary to
compensate Landlord for all detriment proximately caused by Tenant's default.
"The worth, at the time of the award," as used in (i) and (ii) of this paragraph, is to be computed by allowing interest at the maximum rate allowable by law. "The worth, at the time of the award," as referred to in (iii) of this paragraph, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%).
(c) Landlord, at any time after Tenant commits a default, may cure the default at Tenant's cost following not less·than thirty (30) days prior written notice and opportunity to cure.
16. CONDEMNATION.
16.1 If any part of the Premises are condemned for a public or quasi-public use by right of eminent domain, with or without litigation, or transferred by agreement in connection with such public or quasi-public use, by a public agency other than Landlord, this Lease and the leasehold estate of the Tenant, as to the part taken, shall terminate as of the date title shall vest in the condemner, and Tenant shall have no f urther-obligation to pay Rent once Tenant is no longer in possession of the Premises.
16.2 All compensation awarded upon such condemnation or taking shall belong and be paid to Landlord and Tenant shall have no claim thereto, and Tenant hereby irrevocably assign s and transfers to Landlord any right to compensation or damages to which Tenant may become entitled during the Term of this Lease by reason of the condemnation of all or part of the Premises, except that Tenant shall receive from the award: (i) the pro rata value of Tenant's additions, alterations and improvements as determined by the same appraiser establishing the value of the Premises for Landlord; (ii) the value of Tenant's trade fixtures to the extent taken; and (iii) in the event of a partial taking and Tenant restores the Premises, Tenant shall receive a sum attributable to that portion of the award constituting severance damages for the restoration of the Premises. In addition, Tenant shall not be deprived of making any direct claims against the condemning auth ority for loss of goodwill and/or relocation assistance payments.
17. MISCELLANEOUS.
17.1 Whenever any notice, approval, consent, request or election is given or made pursuant to this Lease, it shall be in writing. Communication and payments shall be addressed, if to Landlord, at Landlord's address as indicated below or at such other address as may have been specified by prior notice to Tenant, and if to Tenant, at Tenant's address as indicated below or at such other place as may have been specified by prior notice to Landlord. Any communication so addressed shall be deemed duly served when (i) personally served, (ii) if mailed, as of seventy two hours from the time such notice was deposited in the U.S. Mail, by registered or certified mail, re turn receipt requested, or (iii) if by email, when such email is received (unless given after 5:00 pm in the receiving location, in which case such receipt shall be deemed the next business day) .
LANDLORD:
Housing Authority of the City of Santa Rosa
90 Santa Rosa Avenue
Santa Rosa, CA 95404
Email: __________
TENANT:
inRESPONSE
c/o City of Santa Rosa Police Department
965 Sonoma Avenue
Santa Rosa, CA 95404
Email: _____________
With a copy to:
Real Estate Services
69 Stony Circle
Santa Rosa, CA 95401
[email protected]
17.2 Each party hereunder shall provide to the other, and keep updated in the event of any change, the name and contact information for the on-site representative in order to facilitate the coordination of day-to-day operations at the Premises.
17.3 The receipt by Landlord of Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by Landlord, or by Tenant, unless such waiver is in writing signed by the party to be charged. No consent or waiver, express or implied, by Landlord or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty.
17.4 If any term of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each term of this Lease shall he valid and enforceable to the fullest extent pe rmitted by law.
17.5 Landlord and its agents shall have the right at any time , upon not less than twenty-four hours notice, except in cases where Landlord believes there exists an emergency in which case such notice shall be deemed waived, to enter upon the Premises, provided that Landlord shall take all reasonable measure to assure that such entry does not interfere with the activities of Tenant on the Premises. Entry may be had for purposes of inspection, serving or posting notices, maintaining the Premises, and making any necessary repairs, alternations or additions to the Premises to the extent required or permitted to Landlord under this Lease.
17.6 Time is of the essence for each and every provision of this Lease requiring
performance within a specified time.
17.7 This Lease contains all agreements of the parties with respect to any matter mentioned in this Lease. No prior agreement or understanding pertaining to any such matter shall be affected. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification.
17.8 Each provision of this Lease performable by either party shall be deemed both a covenant and a condition.
17.9 In any action to enforce the terms of this Lease, the prevailing party shall be entitled to an award of reasonable attorneys' fees and litigation expenses in addition to other relief.
17.10 Landlord and Landlord's agents shall have the right to enter the Premises, after prior notice to Tenant, at reasonable times for the purpose of inspecting the same, showing the same to prospective purchasers or lenders and making such alterations, repairs, improvements or additions to the Premises or to the building of which they are a part as Landlord may deem necessary or desirable, with Tenant's consent. Tenant's consent to such alterations, repairs, improvements or additions shall not be withheld unreasonably. Landlord may at any time place on or about the Premises any ordinary "for lease" signs, all without rebate of rent or liability to Tenant.
17.11 All exhibits attached to this Lease shall be deemed incorporated herein by this reference and all such exhibits shall be deemed to be a part of this Lease as though set forth in full in the body of this Lease. The exhibits to be attached and incorporated herein are as follows:
IN WITNESS WHEREOF, the parties have executed this Lease of the date last written below, which shall be the effective date of this Lease.
LANDLORD: TENANT:
HOUSING AUTHORITY OF THE CITY OF SANTA ROSA,
CITY OF SANTA ROSA A CALIFORNIA MUNICIPAL CORPORATION
By:_____________________________ By:_____________________________ Name:___________________________ Name:___________________________ Title:____________________________ Title:____________________________
Date: ____________________________ Date: ____________________________
APPROVED AS TO FORM:
By: _____________________________ By:________________________________ General Counsel for the Housing Ethan Walsh
Authority of the City of Santa Rosa BEST BEST & KRIEGER, LLP