Agreement - YMCA of Silicon Valley - Lease Agreement - Signed 2021-01-01
LEASE AGREEMENT FOR 7371 HANNA STREET (SENIOR CENTER)
1. Parties. This lease ("Lease") is entered into as of the 1st day of January,
2021("Commencement Date"), by and between THE CITY OF GILROY, a municipal
corporation ("City") and YMCA OF SILICON VALLEY, a California nonprofit corporation
("Tenant").
2. Lease of Leased Premises.
2.1 Leased Premises. City hereby leases to Tenant and Tenant leases from City
that portion of the Building located at 7371 Hanna Street, Gilroy California ("Building"), that
is identified as the "Leased Premises" on the attached Exhibit "A" and is referred to herein as the
"Leased Premises.". Other portions of the Building shall remain in control of City or
tenants thereof. Tenant shall have the non-exclusive right to use the parking area located
adjacent to the Building and such other portions of the Building, designated from time to
time as common area by City, in connection with the conduct of Tenant's business in the
Leased Premises, subject to such reasonable rules and regulations as may be promulgated
by City from time to time. Without limiting the foregoing, the restrooms within the Building
shall be considered common area, subject to nonexclusive use by Tenant, City and other
users designed by City. Tenant acknowledges that City may, in its sole discretion, utilize all
common areas and any other portion of the Building which is not leased to Tenant
pursuant to this Lease, provided that the Tenant's use of the common areas as permitted
under this Lease is not unreasonably impaired.
2.2 Condition of Leased Premises. Tenant agrees that the Leased Premises are leased
in an "As Is" condition, without representation or warranty of any kind, express or implied. On
the Commencement Date (defined in Section 3.1 below), Tenant shall be deemed to have accepted
the Leased Premises as being in good and sanitary working order, condition and repair and to
have accepted the Leased Premises in its existing conditions, subject to all applicable laws,
covenants, restrictions, easements and other matters of public record. Tenant acknowledges that
neither City nor City's agents have made any representation or warranty as to the suitability of the
Leased Premises for the conduct of Tenant's business, the condition of the Leased Premises, or the
use or occupancy which may be made and Tenant has independently investigated and is satisfied
that the Leased Premises are suitable for Tenant's intended use and that the Leased Premises meet
all governmental requirements for such intended use.
Tenant shall not make any alterations or additions to the Leased Premises without the
consent of City, which approval may be withheld in City's sole discretion.
3. Term.
3.1 Lease Term. The term of this Lease ("Lease Term") shall commence on the
Commencement Date and end on December 31, 2026, subject to earlier termination as set forth
in this Lease. In no event shall Tenant have the option to extend this Lease Term beyond
December 31, 2026, notwithstanding any provision of this Lease to the contrary. Notwithstanding
the foregoing, City shall have the right to terminate this Lease prior to its natural expiration by
giving Tenant not less than thirty
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(30) days prior written notice, which notice shall set forth the effective date of termination.
3.2 Holdover. If Tenant holds over after the termination of this Lease without the
consent of City, Tenant shall indemnify, defend and hold City harmless from and against any
claim, loss, damage, expense or liability resulting from Tenant's failure to surrender the Leased
Premises.
4. Rent. City agrees to lease the Leased Premises to Tenant at no cost, except as
otherwise expressly set forth in this Lease, in exchange for services to be provided by Tena nt,
which services are more particularly described in Section 7 below. Such services shall be
provided without charge to City.
5. Compliance with Law. Tenant's obligation to comply with applicable laws shall not
include a requirement that Tenant make any structural alterations, changes, additions, or
improvements to the Leased Premises, or any non-structural alterations, changes, additions, or
improvements unless such non- structural requirement results from Tenant's specific use or manner
of use of the Leased Premises, as compared with any general use of the Leased Premises as
permitted under applicable law. If Tenant becomes aware that structural alterations (or non-
structural alterations for which City would be responsible as the case may be) are legally required,
Tenant shall so inform City. City shall thereafter either make such alterations at its own cost and
expense, or terminate this Lease on thirty (30) days notice, unless shorter notice is legally required.
6. Maintenance of Leased Premises. City agrees to maintain and repair, at City's cost, the
Leased Premises except that Tenant shall be responsible for the any and all costs arising
from the activities of Tenant, Tenant's agents, employees, contractors or invitees on the Leased
Premises. Tenant shall pay to City any costs incurred by City to correct damage or injury to the
Leased Premises for which Tenant is responsible (including fines or other penalties, if any)
pursuant to the prior sentence not later than ten (10) days after receiving City's invoice for such
cost.
7. Use. Tenant shall use the Leased Premises solely for the operation of a Senior Nutrition
Program, providing the services described in Exhibit "B" and for no other purpose. Tenant
acknowledges that the programs to be instituted at the Leased Premises shall be limited to those
described in Exhibit "B". Any additional programs and/or services beyond those expressly
described in Exhibit "B", shall be subject to approval or disapproval by the City of Gilroy
Community Services Director or its designee prior to implementation. In no event shall Tenant
bring, allow, use or permit upon the Leased Premises, or generate or create at or emit or
dispose from the Leased Premises any hazardous or toxic materials, wastes or substances.
8. Utilities, Equipment and Services. City shall provide janitorial services and janitorial
supplies, which shall be provided on a daily basis, and shall arrange for water, garbage, gas,
sanitary sewer, and electric service to the Leased Premises. All other services and utilities needed
by Tenant, (except for the services to be provided by City pursuant to Exhibit "C") shall be
arranged and paid for by Tenant in a timely manner. City shall provide the equipment and services
further described in Exhibit "C", attached hereto.
9. Notices.
City's address for notices and payments due from Tenant shall be 7351 Rosanna Street,
Gilroy, California 95020, which address may be changed from time to time by giving Tenant written
notice of such change. Tenant's address for notices shall be at the Leased Premises, with a copy to
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Tenant at 1922 The Alameda, 3rd Floor, San Jose, CA 95126.
10. Damage and Destruction. City shall have no obligation to rebuild, restore or repair
all or a portion of the Leased Premises in the event of any damage or destruction thereto. In the
event of damage or destruction to the Leased Premises City and Tenant shall each have the option
to terminate this Lease immediately as of the date of such damage or destruction by written notice
given to the other party within thirty (30) days after the occurrence of such damage or destruction.
11. Tenant's Insurance; Waiver of Subrogation.
11.1 Tenant's Insurance. Tenant shall, at no cost to City, obtain and maintain throughout
the term of this Agreement: (a) Commercial General Liability Insurance, including coverage for
owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000
per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and
damage to property, including the loss of use thereof;, which policy shall name City as an additional
insured. Additionally, Tenant agrees to provide workers' compensation insurance for Tenant's
employees and agents and agrees to hold harmless, defend with counsel acceptable to City and
indemnify City, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation attorneys' fees, arising out of any workers compensation claims against
City by any of Tenant's employees.
11.2 Waiver of Subrogation. The parties hereto release each other and their respective
agents, employees, successors, and assignees from all liability for damage to any property that is
caused by or results from a risk which is required to be insured against under this Lease, or which
would normally be covered by a policy of "Special Form" casualty insurance (whether or not the
property is actually insured), without regard to the negligence or willful misconduct of the entity
so released. All of City's and Tenant's repair and indemnity obligations under the Lease shall be
subject to the waiver contained in this paragraph.
12. Indemnification. Tenant shall indemnify, defend and hold City harmless from any and
all loss, cost, liability, claims, damages, and expenses (including without limitation reasonable
attorneys' fees), penalties and fines arising as a result of Tenants breach of any of its obligations
under this Lease.
13. Property Loss: Damage. City shall not be liable for (i) any loss of or damage to any
property of Tenant, including loss or damage by theft or otherwise; or (ii) any injury or damage to
persons or property resulting from any cause of whatsoever nature, except to the extent caused by
or due to the active negligence or willful misconduct of City. Tenant shall have the sole
responsibility to ensure that the Leased Premises and all persons using any portion of the Leased
Premises and appurtenant areas of the Leased Premises are protected against theft, physical injury,
loss or damage.
14. Transfers. Tenant shall not voluntarily, involuntarily or by operation of law (i) assign,
sell or otherwise transfer all or any part of the Tenant's interest in this Lease or in the Leased
Premises, or (ii) permit any part of the Leased Premises to be sublet, occupied or used by anyone
other than Tenant, in either case without the prior consent of the City, which consent may be
withheld by City in City's sole discretion.
15. Condemnation Award. Any award for the taking of all or any portion of the Leased
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Premises or the Leased Premises under the power of eminent domain shall be the property of
City, whether such award shall be made as compensation for diminution in value of this Lease
or the taking of the fee, and the Tenant shall have no right to recover any portion of such award.
In no event shall City be obligated to make any repairs or perform any restoration or other work
required as a result of a taking. In the event of taking of the Leased Premises, City and Tenant
each shall have the option to terminate this Lease effective as of the date of such taking by
written notice given to the other party within thirty (30) days after the occurrence of such taking.
16. Consent; Lease Limitations.
16.1 Consent. Tenant acknowledges that as to certain matters set forth in this Lease, City
has rights of approval or disapproval. If any matter requiring City's approval is submitted to City
by Tenant for City's approval, City shall respond to Tenant within the time required by this Lease,
or if no time is stated, within a reasonable time.
Notwithstanding any other provisions of this Lease, where Tenant is required to obtain the
consent of City to do any act, or to refrain from the performance of any act, Tenant agrees that if
Tenant is in default with respect to any term, condition, covenant or provision of this Lease, then
City shall be deemed to have acted reasonably in withholding its consent if said consent is, in fact,
withheld.
17. City's Right to Perform Tenant's Covenants. Except as otherwise provided herein, if
Tenant shall at any time fail to make any payment or perform any other act required to be made or
performed by Tenant under this Lease, City may, upon two (2) days written notice to Tenant, but
shall not be obligated to and without waiving or releasing Tenant from any obligation under this
Lease, make such payment or perform such act, and in connection therewith, pay expenses and
employ counsel. All sums so paid by City and all penalties, interest and costs incurred in connection
therewith shall be due and payable by Tenant upon demand by City.
18. General.
18.1 Interpretation of Terms. Words in the neuter, masculine and feminine gender include
the other when the context so requires.
18.2 Governing Law. This Lease shall be construed and enforced in accordance with the
laws of the State of California.
18.3 Joint and Several Liability. If Tenant is more than one person or entity, each such
person or entity shall be jointly and severally liable for the obligations of Tenant hereunder.
18.4 Construction of Lease Provisions. This Lease shall not be construed either for or against
Tenant or City, but shall be construed in accordance with the general tenor of the language to reach
a fair and equitable result.
18.5 No Partnership or Joint Venture. Nothing in this Lease shall be construed as creating
a partnership or joint venture between City, Tenant, or any other party, or cause City to be
responsible for the debts or obligations of Tenant or any other party.
18.6 Attorneys' Fees. In the event of any legal action between the parties in connection with
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this Lease, the prevailing party shall be entitled to recover all reasonable costs and expenses, including
reasonable attorneys' fees incurred in such action.
19. Condition Precedent to Lease. This Lease shall have no binding effect on the parties
unless executed by both City and Tenant and a fully executed copy is delivered to City.
IN WITNESS WHEREOF, the parties have executed this Lease effective on the date set
forth below.
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APPROVED AS TO FORM CITY:
City of GILROY, a municipal corporation
By:
City Attorney Risk Manager
Dated:
City Administrator
Dated:
ATTEST:
City Clerk
TENNANT:
YMCA Silicon Valley, California, a non-profit
corporation
By:
President & CEO
Printed Name: Sandy Walker
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9/7/2021
9/7/2021
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122006-04706012
EXHIBIT A
Property Description
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EXHIBIT B
YMCA of Silicon Valley agrees to:
1. Provide Senior Nutritional Services to eligible clients of Santa Clara County pursuant
to the Master Contract between the County of Santa Clara and YMCA of Silicon
Valley, PO#4300001912, dated July 14, 2006.
2. Train and provide employees of YMCA of Silicon Valley to prepare and serve meals
to eligible clients of Santa Clara County. Provide annual regular safety training to all
YMCA employees as it relates to the safety of the staff and program participants
within the Senior Center. YMCA staff shall utilize the Senior Center in a safe manner
and shall not create any hazards for the City, City staff or program participants.
3. Collaborate with the City of Gilroy to recruit eligible clients into the Senior
Nutrition Program.
4. Provide for a safe and healthy kitchen following the County Nutrition Handbook for
the health and safety of its clients.
5. Reporting in a timely manner any broken or disabled equipment belonging to the
City of Gilroy.
6. Collaborate with the City of Gilroy in keeping the site safe. (However, collaboration
with the City of Gilroy shall not in any way relieve YMCA of Silicon Valley from its
responsibilities to maintain a safe site).
7. Provide office and computer equipment for its Senior Nutrition Site Manager.
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EXHIBIT C
The City of Gilroy Agrees to:
1. Provide a kitchen with adequate ovens, stoves, microwaves and refrigerators for the
Senior Nutrition Program.
2. Provide a dining room with adequate and appropriate dining utensils, tables and seating
for the Senior Nutrition Program during the hours of 7:00am to 2:00pm.
3. Provide refrigerated storage and pantry space for necessary food supplies and supplies for
the Senior Nutrition Program.
4. Repair in a timely manner the kitchen and dining room equipment described in paragraphs
1, 2 and 3 of this Exhibit.
5. Provide office space for its Senior Nutrition Site Manager.
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