HomeMy WebLinkAboutSanta Clara County Library - 2012 Library LeaseLEASE AGREEMENT
GILROY LIBRARY
THIS LEASE AGREEMENT (this "Agreement ") is made and entered into
between CITY OF GILROY, a Municipal Corporation, ( "City" or "Landlord "), and SANTA
CLARA COUNTY LIBRARY DISTRICT JOINT POWERS AUTHORITY, a California
Joint Powers Agency, ( "Tenant" or "JPA ") as of the Effective Date specified below.
WHEREAS,
A. Landlord is the owner of real property located at 350 West Sixth Street in the
City of Gilroy, County of Santa Clara, State of California, as more particularly described
on the attached Exhibit A ( "Real Property ");
B. Landlord currently (i) leases to Tenant certain existing facilities located at the
Real Property in the City of Gilroy ( "Existing Building ") to Tenant for the operation of a
public library for the Santa Clara County Library pursuant to the "Lease Agreement
Gilroy Library" between Landlord and Tenant dated January 13, 1969 ( "1969 Lease
Agreement, and (ii) subleases to Tenant a certain building and adjacent parking lot
commonly known as 7652 Monterey Road, Gilroy, California ( "Library Sublease "), which
1969 Lease Agreement and Library Sublease are collectively referred to in this Lease
for convenience as the "Existing Leases ";
C. Landlord, in consultation with Tenant, developed plans and specifications for
a new library facility on the Real Property to include (1) a building (the "Building ")
containing approximately 54,590 square feet for community library facilities; (2)
furniture, fixtures, and equipment consisting of section walls, light fixtures, and shelving
and public interior furniture ( "Landlord Provided FF &E "); and (3) a vehicle parking lot for
approximately 116 automobiles and landscaping appurtenant to the Building and
parking lot ( "Exterior Improvements ") (collectively the Building and Exterior
Improvements are referred to as the "Improvements ");
D. Upon substantial completion of the Building, Tenant shall move to the new
Building subject to the terms and conditions of this Agreement;
E. Tenant shall additionally provide, install and operate at its own cost and
expense all computer equipment, telephones, copy machine equipment, and all other
unattached personal property and improvements necessary for the operations of a
public library in the Building ( "Tenant FF &E ");
F. Upon Tenant's occupancy of the Building, the Existing Leases shall be
terminated in accordance with the terms and conditions provided below.
Gilroy Library Lease Page 1
2 -23 -12
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, and subject to the terms and conditions hereinafter set forth, Landlord
and Tenant agree as follows:
1. Description of the Premises. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord the Premises, to be used exclusively as a public
library to be operated and maintained as part of the Santa Clara County Library.
The term "Premises" as used in this Agreement means the Building located at
350 West Sixth Street, Gilroy, California.
2. Effective Date; Occupancy Date; Annual Payment Commencement Date; Term
of Lease.
A. The "Effective Date" of this Agreement is the date the City Council as
Landlord approves this Agreement, which date is set forth on the signature
page and is attested by the City Clerk. The "Occupancy Date" is the first
business day following the issuance of a so- called Temporary Certificate of
Occupancy, or "TCO," or the issuance of a Certificate of Occupancy by the
City Building Official, if sooner. The "Rent Commencement Date" as that
term is used in this Lease is April 30, 2013, irrespective of the actual
Occupancy Date.
B. The "Term" of this Agreement shall commence on the Occupancy Date and
continue until April 30, 2062, unless shortened by operation of Section Oe �C,
Landlord and Tenant shall meet and confer regarding the possible extension
of this Lease concurrently with its expiration, but shall be under no obligation
to do so in the absence of mutually acceptable terms.
C. If the City withdraws from the Library JPA at any time during the Term of this
Lease, this Lease is automatically terminated concurrently with the effective
date of the withdrawal, subject to the terms of Section 16 below and the
obligations stated therein.
3. Relocation of Library Operations and Termination of Existing Leases.
The City is currently constructing the Building on the Real Property as described
in this Agreement, to which Building the Library JPA shall relocate its public
library operations.
The City anticipates substantial completion of the Building will occur on or about
April 1, 2012. At substantial completion, the City shall advise the County
Librarian of substantial completion inspection of the Building and the County
Librarian, or her designee, may attend the inspection. Following this inspection,
the City will prepare and provide its construction contractor with a "punch list" of
items to be completed within thirty (30) days. The City will consider the County
Librarian's feedback in creating the punch list with the understanding that the City
Gilroy Library Lease Page 2
2 -23 -12
is under no obligation to include in the punch list the correction or completion of
work which was not included within the original construction documents. Punch
list items may be completed after the Occupancy Date. The substantial
completion date is a planned estimate only and the City shall not be liable for any
damages or delay costs associated with a rescheduled substantial completion
date.
Upon occupancy, the Library JPA assumes all liability and responsibility for the
Building as set forth in this Lease, including the requirement for insurance set
forth in Section 10, and Tenant shall promptly move in and open the Building to
the public within six weeks of occupancy.
Upon opening of the Building to the public [e.g. within six weeks after the
Occupancy Date], the parties agree that the Existing Leases shall terminate.
Tenant's occupancy under the 1969 Lease Agreement has terminated due to the
destruction of the Building leased under that agreement (and accordingly no
repair, restoration or other surrender terms shall be applicable to that lease).
Tenant shall surrender the premises subleased pursuant to the Library Sublease
to Landlord in good condition and repair and damage by casualty or act of god
excepted. Tenant shall vacate those premises leaving them in "as is" broom
clean condition upon surrender.
4. Occupancy Payment.
A. The Library JPA has agreed to make certain payments to the City as set
forth on the attached Exhibit B ( "Library Payments "). Those Library
Payments are not rent, and are independent of any rights or obligations
under this Agreement, but are to be paid in accordance with Exhibit B and
are included herein for convenience. In the event of the early termination
of this Lease for any reason, the Library Payments shall cease. The
Library JPA has made advance payment of the Library Payments to the
City in the amount of $532,428 which the City used toward the preparation
of architectural and engineering documents for the Improvements
B. City Finance Director shall provide annual invoice and tenant shall direct
payments to Landlord to the City Finance Director at the address set forth
for Landlord in Section 14. The City agrees to provide the JPA an invoice
each year but the failure to issue such an invoice shall not affect the JPAs
obligation to make the annual payments.
5. Use of Premises.
A. The Premises shall be used by Tenant exclusively for the operation of a
public library governed by the policies and rules adopted by the Santa
Clara County Library District Joint Powers Authority. In the event of any
conflict between this Lease and the policies and rules adopted by the
Gilroy Library Lease Page 3
2 -23 -12
Santa Clara County Library District Joint Powers Authority, the provisions
of this Lease shall control.
B. Tenant shall not lease or sublease the whole or any part of the Premises,
nor sell or assign this Agreement, either voluntarily or by operation of law,
nor allow the Premises to be occupied by anyone contrary to the terms
hereof, nor permit their use for any purpose other than as hereinabove
specified, nor abandon or vacate the Premises, nor fail or refuse to
actively cause the Premises to be used as hereinabove specified for the
purposes of this lease, without the prior written consent of Landlord.
C. The Landlord shall have the first right to reserve the use of the available
community meeting facilities during both scheduled and non - scheduled
library hours of operation. The Landlord shall leave these areas used, in a
clean condition, ready for use by the library on the following business day.
D. Parking to be available for library staff, visitors and patrons shall include
only the unreserved parking generally made available to the public in the
City's Civic Center Complex, as well as generally available street parking.
City will reserve parking for Library use when a City Special Event is
scheduled during Library operating hours. No overnight parking shall be
allowed except as may be expressly allowed by the City in the City's sole
and absolute discretion. Tenant shall abide by all rules and regulations
which are prescribed from time to time for the orderly operation and use of
the Landlord's parking facilities, including any sticker or other identification
system established by Landlord. Tenant shall cooperate in seeing that
Tenant's staff complies with such rules and regulations. Landlord
specifically reserves the right to change the size, configuration, design,
layout and all other aspects of the parking facilities at any time and Tenant
acknowledges and agrees that Landlord may, without incurring any liability
to Tenant and without any abatement of rent under this Lease, from time
to time, close -off or restrict access to the parking facilities for purposes of
permitting or facilitating any construction, alteration or improvements.
Tenant's may not transfer or claim to transfer any parking rights (or permit
the use of the Civic Center Complex parking facilities by any third party)
without Landlord's prior approval in Landlord's sole and absolute
discretion.
6. Alterations, Additions, Maintenance.
A. During the Term of this Agreement Tenant shall keep and maintain the
Premises in good and tenantable condition at its sole cost and expense.
This obligation to maintain includes repair and replacement of the building,
all building systems and equipment, and the Interior Improvements. The
Landlord Provided FF &E and the Tenant FF &E is to be owned by the
Tenant and shall be kept in a clean and serviceable condition.
Gilroy Library Lease Page 4
2 -23 -12
B. Without limiting the generality of Tenant's maintenance obligations, the
Tenant shall provide maintenance services that follow the manufactures
recommended maintenance level that the Building was constructed to.
C. During the Term of this Agreement, Landlord shall keep and maintain the
Exterior Improvements (e.g. landscape and hardscape outside the building
envelope in good and tenantable condition. This obligation to maintain
includes repair and replacement of the Exterior Improvements.
D. The Tenant may contract with the City of Gilroy for maintenance services
that would otherwise be Tenant's obligation under this Lease, e.g. for
emergency maintenance response; mechanical /electrical systems or
equipment; graffiti removal or other vandalism; landscape or hardscape
maintenance or other maintenance needs as may arise, so long as such
arrangements are mutually agreeable to both parties.
E. At least two complete sets of keys and the building's security access codes
shall be given to Landlord for emergency access to the Premises by its
maintenance personnel. These keys and access codes shall be updated
immediately if any rekeying or code changes are made by the Tenant for the
duration of the lease.
F. The demarcation line for the allocation of maintenance responsibilities for
the Building is where the hardscape or landscape contacts the Building.
The Tenant is responsible for the exterior of the building envelope (including
exterior painting) as well as the interior area. The Landlord is responsible
for the hardscape and landscape up to the Building,
G. For one year following the issuance of a Certificate of Occupancy for the
Building, Landlord shall bear responsibility for correction of construction
defects, and be responsible for the repair or replacement of any defectively
constructed structures or systems within or on the Premises. In addition,
for a period of ten years or until the statute of limitations for latent defects
has expired, whichever is earlier, Landlord shall pursue for Tenant's benefit
all express and implied warrantees covering design or construction defects,
and shall cooperate with Tenant in enforcing such rights.
H. Tenant shall not make any structural alterations, changes, modifications or
additions ( "Modifications ") to the Premises without obtaining prior written
consent of Landlord which consent shall not be unreasonably withheld;
provided, however that Landlord may withhold its consent in its sole and
absolute discretion relating to any requests for Modifications to facilitate a
use other than as set forth in Section 6A. Any Modifications made by
Tenant shall be at the sole cost and expense of Tenant, and, upon
termination of this Agreement, said Modifications shall remain the property
of the Landlord, unless Landlord requires Tenant to remove such
Gilroy Library Lease Page 5
2 -23 -12
Modifications upon the expiration or sooner termination of this Lease.
Landlord may choose to expand the Premises during the Term of this
Agreement. Landlord will provide notice and give the Tenant time to
comment upon the expansion design process if there is a decision by the
City to proceed. There will be no reduction or abatement of annual
payments if such a Building expansion occurs.
7. Solar Panels and HVAC Systems.
A. The Premises incorporates state -of- the -art energy conserving
applications with particular design elements that exceed the customary
and usual maintenance and repair requirements of any other Santa
Clara County Library building. These cost elements include photo
voltaic systems, mechanized and automated window coverings,
automated ventilation systems, and natural light capture mechanisms.
Photo voltaic system: Tenant shall be responsible for routine
cleaning. Landlord shall be responsible all other servicing
necessary to maintain the warranty for the system.
City of Gilroy will purchase extended warranty periods on certain complex
building systems, but only if funds from the project are available to be
used for that purpose with the budget constraints. Possible systems for
inclusion are a Building Management and Control System, Heat Pump
system, VRV system, Energy Recovery Ventilation Unit, the Fire Alarm
systems and equipment, Mechanized/ Automated window covering
system, the Automated Ventilation Systems, and natural light capture
mechanisms.
8. Utilities.
Tenant shall pay for all water, gas, heat, light, power, security monitoring service,
telephone, sewage, janitorial, elevator maintenance and monitoring of the
emergency phones system, and any and all other utilities and services which
may be furnished to or used in or upon the Premises during the Term of this
Agreement. Gas, electric and water utilities shall be separately metered so that
Tenant can be billed separately for utilities necessary only to maintain the
Premises.
9. Taxes.
Tenant shall pay any and all taxes and all special assessments for improvements
as may be levied against the Premises or any part thereof.
Gilroy Library Lease Page 6
2 -23 -12
10. Indemnity and Liability Insurance.
A. Tenant hereby agrees to defend and save harmless Landlord from any
and all claims, demands, actions, losses or liabilities for bodily injury or
death to persons or damage to property ( "Claims ") arising out of or in
connection with: (A) Tenant's use and occupancy of the Premises; (B) the
conduct of Tenant's business or any activity, work or thing done or
permitted by Tenant in the Premises or on or about the Real Property; (C)
any failure by Tenant to perform or observe any of the obligations or
conditions required to be performed or observed by Tenant under this
Lease; and (D) any negligence or other misconduct of Tenant with respect
to the Premises or the exercise of Tenant's rights or performance of
Tenant's obligations under this Lease and (E) Tenant's negligent
operation, occupation, use or repairs of the Premises. Landlord hereby
agrees to defend and save harmless Tenant from any and all claims,
demands, actions, losses, or liability for bodily injury to persons or damage
to property arising out of Landlord's negligent ownership, occupation, use
or repairs of the Exterior Improvements. This mutual indemnification
agreement is adopted pursuant to Government Code section 895.4 and in
lieu of and notwithstanding the pro rata risk allocation which might
otherwise be imposed between the parties pursuant to Government Code
section 895.6.
B. Each party shall maintain comprehensive general liability insurance with
limits of not less than Two Million Dollars ($2,000,000) per occurrence.
Such insurance shall be written on a commercial general liability form or
on a comprehensive general liability form covering the hazards of
premises- operations, products /completed operations, independent
contractors, advertising, contractual, broad form of property damage, and
personal injury. If at any time during the Term of this Agreement either
party shall elect to become self insured or carry deductible liability
insurance, it is agreed that the responsibility of each party under this
paragraph shall be comparable to the responsibility of a commercial
insurance carrier providing public liability insurance. To the extent Tenant
elects to self- insure such risks (which election shall automatically be
deemed to have been made by Tenant to the extent of any failure by
Tenant to carry the insurance required by this Lease), then, as between
Landlord and Tenant, Landlord and Tenant shall maintain all rights and
obligations between themselves as if Tenant maintained the insurance
with a third -party insurer, including any waivers of any rights of recovery
and /or subrogation against one another or their insurers for any losses
which would have been covered had Tenant maintained such third -party
insurance.
Gilroy Library Lease Page 7
2 -23 -12
C. Such insurance shall name by endorsement "City of Gilroy ", its elected
officials, officers, employees, agents, and representatives" and "Santa
Clara County Joint Powers Authority, it's officers, employees, agents, and
representatives ", respectively as additional insured parties. Tenant's
insurance shall also be endorsed to state that this insurance shall be
primary and not contributing with any other insurance, self- insurance, or
re- insurance in effect for Landlord. In addition, such insurance shall be
endorsed such that Landlord and Tenant each waive the rights of
subrogation that may arise against the other due to any act covered by
insurance. All endorsements effecting Landlord's additional insured status
shall be acceptable to Landlord and shall be at least as broad as
additional insured endorsement form number CG 20 26 11 85
promulgated by the Insurance Services Office.
D. Landlord and Tenant shall furnish, each to the other, a Certificate of
Liability Insurance (or certificate of self- insurance) endorsements
demonstrating the coverages specified herein and stating that at least 10
days notice of cancellation or material change shall be given to the
certificate holder.
11. Responsibility for Property Damage and Property Insurance.
A. Tenant shall be responsible for all loss or damage to the Building,
howsoever caused, except as may be otherwise provided in this Lease.
Landlord shall be responsible for all loss or damage to Exterior
Improvements (Landscape and Hardscape outside the building envelope).
B. Tenant agrees to provide insurance on the Building and contents for the
benefit of Landlord and Tenant, as their interests may appear, on the
same terms and conditions, forms, and against loss from the same perils
as provided for County -owned buildings and contents; provided however,
Tenant agrees to provide any additional insurance as may be required by
the financing or bonding entities utilized by City to finance construction of
the Improvements. In the event the Building is partially destroyed from
any cause, Landlord shall repair, the Building. Neither insurance nor the
absence thereof shall abrogate or limit the responsibility of the Tenant for
damage to the Building as called for herein. Tenant's maximum liability for
total destruction of the Premises under this paragraph shall be limited to
the replacement cost of the Premises with like kind and quality. Landlord
shall not be held responsible for damage and loss to the Tenant FF &E.
C. In the event the Building is partially destroyed from any cause, Landlord
shall repair, at Landlord's sole cost, the Building, provided that the cost of
such repairs is covered at least ninety percent (90 %) by insurance. Such
partial destruction shall not void this Agreement. In the event the cost to
repair the Building exceeds the available insurance proceeds by more
Gilroy Library Lease Page 8
2 -23 -12
than ten percent (10 %), Landlord may elect to terminate this Agreement
and Tenant shall be released from making any further Base Rent
payments not yet due. Landlord shall not be obligated to replace any of
the Tenant's personal property which may be damaged or destroyed.
12. Exemption from Liability.
Excepting only Landlord's indemnification obligation for property damage or
personal injury caused by construction or design defects described in Section
10A and the exceptions in Section 7, Landlord shall not be liable for damages to
Tenant's property arising from the failure of the supply of water, gas, electricity,
or power, nor for the stoppage of any machinery and equipment, if any, in the
Premises, for necessary repairs or otherwise, nor for the stoppage, leakage, or
bursting of any gas, water, steam, sewer, or other pipe, tank, water closet, or
other fixtures, or for any annoyance, inconvenience or damage caused by any
electric or other wire, whether upon the Premises.
13. Dispute Resolution.
Should disputes arise between the parties, the matter shall be referred to the City
Administrator on behalf of the Landlord and the County Librarian on behalf of the
Tenant to resolve the dispute. If the parties are unable to resolve such matters
between themselves by negotiation after the complaining party has provided the
other party written notice of the complaint and a reasonable opportunity to cure
the problem, then such disputes shall be resolved in the courts of the County of
Santa Clara in accordance with applicable law and procedure, including any
claims procedures that may be required by law with respect to a general law city.
14. Notices.
Any notice required or permitted to be given under this Agreement must be in
writing and may be given by personal delivery, certified mail, or overnight
express delivery service. Notices shall be deemed communicated immediately if
personally delivered. Notices shall be deemed communicated within forty -eight
(48) hours from the time of mailing if mailed by certified mail, and within twenty -
four (24) hours if mailed by express delivery service, excluding Saturdays,
Sundays and holidays. Any such notice shall be deemed sufficiently given if
addressed to Landlord or Tenant at the address specified below. Either party
may specify a different address for notice purposes, or specify that a copy of any
notice given to such party be concurrently given to another person, by giving
appropriate notice to the other party.
Gilroy Library Lease Page 9
2 -23 -12
To Landlord:
City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
To Tenant:
County Librarian
Santa Clara County Library
14600 Winchester Blvd.
Los Gatos, CA 95032
15. Non - Waiver of Breach. In the event of a breach of any term, covenant or
condition of this Agreement by Tenant, Landlord may with knowledge of such
breach permit Tenant to continue in possession of the Premises, but any waiver
by Landlord of any term, covenant or condition herein contained, or of any
breach thereof, shall neither vitiate the same, nor any other term, covenant or
condition contained herein, nor operate as a waiver of any other or future breach.
16. Surrender of Possession on Termination. Upon the expiration or termination of
this Agreement for any reason, Tenant shall surrender the Premises in broom
clean, good condition and repair, reasonable wear and tear excepted. Any
Modifications installed by Tenant pursuant to Section 6.D are the property of
Landlord, unless Landlord shall require the removal thereof. Any furniture,
fixtures or equipment which shall remain the property of Landlord shall be so
identified at the time of installation. Upon expiration or termination of this
Agreement, Tenant shall have thirty (30) days to remove, at its sole cost and
expense, any furniture, fixtures or equipment which are Tenant's property so long
as Tenant repairs damage to the Premises caused by such removal. The
indemnity and insurance obligations arising prior to the termination of this
Agreement and all provisions of this Agreement allocating liability between
Landlord and Tenant shall survive the termination of this Agreement.
17. Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the successors and permitted assigns of the parties hereto.
18. Non - Discrimination Provisions.
Tenant covenants by and for itself, its successors, executors, administrators and
assigns, and all persons claiming under or through it, and this Agreement is
made and accepted upon and subject to the condition that there shall be no
discrimination against or segregation of any person or group of persons, on
account or race, color, creed, religion, sex, sexual orientation, marital status,
national origin, actual or perceived gender identity, ancestry or disability in the
Gilroy Library Lease Page 10
2 -23 -12
leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the
Premises.
19. Miscellaneous.
A. Tenant covenants and agrees to keep the Premises free of any lien or
encumbrances except as may be approved in advance by Landlord.
B. Time is of the essence in this Agreement.
C. Exhibit A and Exhibit B attached hereto are incorporated by this reference.
D. Amendments to this Agreement shall be effective only upon the mutual
agreement in writing of the parties hereto.
E. If any provisions of this Agreement are held invalid, the remainder of this
Agreement shall not be affected hereby, if such remainder would then
continue to conform to the terms and requirements of applicable law.
F. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
20, Counterparts, This Agreement may be executed in multiple counterparts, each
of which shall be an original and all of which together shall constitute one
agreement.
Gilroy Library Lease Page 11
2 -23 -12
IN WITNESS WHEREOF, the parties subscribe their names below.
LANDL . it of Gilroy
By:
City Administrator
Tom Haglund
ATTEST:
jjh Ci y Council of he City of Gilroy approved this Agreement on
hich i��he Effective Date of this Agreement.
Civ Clerk
APPROVED AS TO FORM:
By:
City Attorney
TENANT:,Santa Clara County Library District Joint Powers Authority
By:
Chair, Santa Clara County Library trict Joint Powers Authority
ATTEST:
APPROVED AS TO FORM:
By: _
Melinda Cervantes Deputy Co my Counsel
County Librarian
Santa Clara County Library District Joint Powers Authority
Exhibit List
Exhibit A -- Property Description
Exhibit B — Payment Schedule
Gilroy Library Lease Page 12
2 -23 -12
EXHIBIT A
Property Description
The New Gilroy Public Library located at 350 West Sixth Street is bounded by Sixth,
Seventh, Hanna and Rosanna Streets within the Santa Clara County Assessor Parcel
Number 799 -17 -066.
jr
i^
I - 1
f>{�
N]Ct YI
L >D ! M I S] I >D ! 231 50 1 33 I SO 1 50 1 SO 1 88 I I n
- 7— HANNA 1
STREET -
A
1 �
i I
01 GI 1 A I W
' l 119.45 6130 1
ROSANNA
70131.10 tir�
2
m
o N
� D
r-- -- Z
3
� A I
° v
m
I 3a•
70 120.20 -0
STREET
Gilroy Library Lease Page 13
2 -23 -12
E
Gilroy Library Lease Page 13
2 -23 -12
Gilroy Library Lease
2 -23 -12
EXHIBIT B
Library Payment Schedule
Initial Design Fees
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
Total
$532,428 Paid
Payment
118,822
120,072
121,379
122,747
124,180
125,686
127,270
128,940
130,704
194,716
194,716
194,716
194,716
194,716
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
256,859
238,157
6,203,132
Page 14
County of Santa Clara
Employee Services Agency
Department of Risk Management
Insurance Division
231 O North First Street, Suite 203
San Jose, California 95131
(408) 441 -4340 FAX 441 -4341
CERTIFICATE OF COVERAGE
ISSUED BY
SANTA CLARA COUNTY
This is to Certify to: City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn.: Dan Johnson
Ins. Cert. No. FY12 -105
The following described coverage is in force at this date as set forth below:
Assured: Santa Clara County
70 W. Hedding Street
San Jose, CA 95110
Insurer
1. Self- Funded Retention
2. Self- Funded Retention
3. Self- Funded Retention
Type of Coverage
1, Comprehensive General
& Automobile Liability
2. Workers' Compensation
3. Physical Damage
Expiration
Continuous
Continuous
Continuous
Limits
$2,000,000 Per Occurrence
$4,000,000 Per Occurrence
$ 50,000
This certificate of coverage is provided by the County of Santa Clara to the above named
certificate holder. The coverage specified herein will not be cancelled or reduced without thirty
(30) days written notice from County of Santa Clara to the certificate holder. This certificate
pertains to the agreement between the County of Santa Clara and City of Gilroy for the lease of
the building located at 350 W. Sixth St., Gilroy, CA. This certificate expires June 30, 2012.
Cindy C ow
Insurance Technical Manager
April 6, 2012
CC:td
FY 12 -105 Le a s e@ 350 W S ixth StG i t roy
Board of Supervisors: Donald F. Gage, George Shirakawa, Dave Cortese, Ken Yeager, Liz Kniss
County Executive: Jeffrey V. Smith 008
CERTIFICATE NUMBER
_
M
ISSUE DATE (MM /DD/YYYY)
PROP-1871
4
04/09/2012
THIS EVIDENCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST. THIS EVIDENCE DOES NOT
AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS EVIDENCE OF COVERAGE DOES NOT CONSTITUTE A
CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND ADDITIONAL INTEREST.
CSAC Excess Insurance Authority (CSAC EIA)
COVERAGE
C/O ALLIANT INSURANCE SERVICES, INC.
AFFORDED A - CSAC Excess Insurance Authority
PO BOX 6450
COVERAGE
13-
NEWPORT BEACH, CA 92658 -6450
PHONE (949) 756 -0271 / FAX (619) 699 -0901
AFFORDED
LICENSE #OC36861
MEMBER
TOWER NUMBER
MEMORANDUM NUMBER
SANTA CLARA COUNTY
IV
EIAPPR12 -15
ATTN: LANCE SPOSITO
EFFECTIVE DATE (MM /DD/YYYY)
EXPIRATION DATE (MM /DD/YYYY)
C/O ESA INSURANCE
2310 NORTH FIRST STREET, SUITE 203
03/31/2012
03/31/2013
CONT. UNTIL
TERMINATED IF
❑
SAN JOSE, CA 95131
CHECKED
THIS REPLACES PRIOR EVIDENCE:
AMENDED CERTIFICATE CANCELS AND REPLACES CERTIFICATE DATED 3/31/2012
frY'
LOCATION I DESCRIPTION
AS RESPECTS LEASE AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND CITY OF GILROY FOR THE LEASE OF
LOC. 443, THE NEW GILROY LIBRARY LOCATED AT 350 W. SIXTH STREET, GILROY, CA.
THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED ABOVE HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE
MAY BE ISSUED OR MAY PARTAIN. THE COVERAGE AFFORED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL TERMS, EXCLUSIONS, AND
CONDITIONS OF SUCH MEMORANDUMS. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
•,....,:„.,.:w.,a t$» ` "E:.
„,. .'A.'b"+ , ,z. < u ^mot .ITt .a� „s . sa. ,,. «.. , 7, »a :....... .... .. ... «..).. ......s «.'st..?.waa:a` merit* ?.:' S" iT. ai'..: <TTai++a.}grTWs::i « *a.n.;
----COVERAGE/ PERILS/ FORMS AMOUNT OF INSURANCE
ALL RISK OF DIRECT PHYSICAL LOSS OR DAMAGE, INCLUDING FLOOD. $25,000,000 PER OCC FOR
ALL RISK AND
ANN AGG FOR
FLOOD
EARTHQUAKE IS EXCLUDED. EARTHQUAKE LIMIT IS NOT APPLICABLE. $25,000,000 PER OCC /ANN AGG
FOR EARTHQUAKE
REPAIR OR REPLACEMENT COST VALUATION SUBJECT TO MEMORANDUM OF COVERAGE PROVISIONS
VEHICLE /BUSES ARE SUBJECT TO ACTUAL CASH VALUE OR REPLACEMENT COST PER SCHEDULE ON FILE WITH
THE AUTHORITY
LIMITS ARE SHARED.
�A@L�Ly
DEDUCTIBLES:
ALL RISK OF DIRECT PHYSICAL LOSS
OR DAMAGE (EXCLUDING FLOOD AND
EARTHQUAKE): $50,000 PER OCCURRENCE AS PER SCHEDULE ON FILE WITH THE AUTHORITY
FLOOD: $25,000 PER OCCURRENCE
VEHICLES AND MOBILE EQUIPMENT: IF COVERAGE IS SCHEDULED AND PURCHASED, DEDUCTIBLE APPLIES PER SCHEDULE ON FILE WITH THE AUTHORITY.
wl
i§L Icn.k
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE PROVISIONS.
pfj N�`"* 1 2= #
A°FC$�b 'R uTs;a J "„$ ( '. 'T ;« `"h"kb• y"a't H n k«" k�'"i 5
.+
NAME AND ADDRESS sF NATURE OF INTEREST
CITY OF GILROY MORTGAGEE
ATTN: DAN JOHNSON
❑LOSS PAYEE (OTHER) EVIDENCE ONLY
7351 ROSANNA STREET
GILROY, CA 95020 ^` AUTHORIZED REPRESENTATIVE
CSAC EXCESS INSURANCE AUTHORITY
PABAG PLAN Corporation
ISSUE DATE (MM/DD /YY)
CERTIFICATE OF COVERAGE
3/29/2012
BROKER: Alliant Insurance Service, Inc.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
100 Pine Street, 11th Floor
EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Francisco, CA 94111
415/403 -1400
COMPANIES AFFORDING COVERAGE
PROVIDER: ABAG PLAN CORPORATION
COMPANY
P. O. BOX 2050
A ABAG PLAN Corporation
OAKLAND, CA 94604 -2050
COMPANY
510/464 -7969
B Ins. Co. Of The State of Pennsylvania
Covered Party: Gilroy
COMPANY
C Lexington Insurance Company
City Hall, 7351 Rosanna Street
Gilroy, CA 95020
THIS IS TO CERTIFY THAT COVERAGE AGREEMENTS LISTED BELOW HAVE BEEN ISSUED TO
THE INSURED NAMED ABOVE FOR THE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH
THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED
BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGREEMENTS.
POLICY
POLICY
LIABILITY LIMIT
CO
TYPE OF COVERAGE
POLICY NUMBER
EFFECTIVE
EXPIRATION
EACH
LTR
DATE
DATE
OCCURRENCE AGGREGATE
A
GENERAL LIABILITY
GAL 2011 -12
7/01/2011
7/01/2012
Combined
$5,000,000
XICOMPREHENSIVE
FORM
Single
Limit
F R
PRODUCT/
(CSL)
COMPLETED OPERATIONS
PREMISES / OPERATIONS
`r
UNDERGROUND EXPLOSION
X
& COLLAPSE HAZARD
CONTRACTUAL
BROAD FORM
Fx]
PROPERTY DAMAGE
A AUTOMOBILE LIABILITY
GAL 2011 -12
7/01/2011
7/01/2012
Combined
$5,000,000
Single
X
ANY AUTO
Limit
FRI
ALL OWNED AUTO
(CSL)
RENTAL / LEASE AUTO
NON- OWNED AUTOS
GARAGE LIABILITY
B
Excess General & Auto Liability
6907982
7/01/2011
7/01/2012
CSL
$10,000,000 $10,000,000
C
Public Official's E &O
006502580
7/01/2011
7/01/2012
CSL
$10,000,000 $10,000,000
C
PROPERTY INSURANCE
Pl 12695 -004
7/01/2011
7/01/2012
CSL
$ 25,000,000
X
PROPERTY / SPECIAL FORM
PROPERTY
(per schedide)
X
I BOILER & MACHINERY
MACHR &
$25,000,000
DESCRIPTION: General liability includes Personal Injury and Public Officials' Errors and Omissions Liability. This Certificate is issued as proof
the above -named Covered Party is an active member and in good standing with coverage as indicated above.
CERTIFICATE HOLDER
CANCELLATION
and representatives as additional insured on cert and
!ment
ntion: County Librarian - Santa Clara Library
14600 Winchester Boulevard
Los Gatos CA
95032
SHOULD ANY OF THE ABOVE DESCRIBED AGREEMENTS BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE PROVIDER/PROVIDEE WILL ENDEAVOR TO MAIL
30 -DAY WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
HOWEVER, FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
(:7tS
James Hill, PLAN Risk Manager
ABAG PLAN Corporation
Administered by the OAssociation of Bay Area Governments
ASSOCIATION OF BAY AREA GOVERNMENTS
OABAG PLAN Corporation
P.O. Box 2050
Oakland, California 94604 -2050
(510) 464 -7969
ADDITIONAL COVERED PARTY ENDORSEMENT
THIS ENDORSEMENT CHANGES THE CONTRACT
Please read it carefully!
Endorsement Effective: 4/1/2012
Entity: Gilroy
Additional Covered Party:
Santa Clara County Joint Powers Authority, its officers, employees, agents, and representatives as additional insured on
cert and endorsement
Description of Operations or Facilities:
Lease Agreement - Gilroy Library
ASSOCIATION OF BAY AREA GOVERNMENTS
OABAG PLAN Corporation
P.O. Box 2050
Oakland, California 94604 -2050
(510) 464 -7969
The definition of Covered Party is amended to include any person or organization the Entity is contractually obligated to include
as an additional insured, and for which a Certificate of Coverage has been issued and is on file with ABAG PLAN Corp., with
respect to Bodily Injury, Personal Injury and Property Damage arising out of the Entity's operations or premises owned by
or rented to the Entity. The coverage provided to the additional Covered Party does not apply to any liability occurring after
those operations or use of premises have ceased. Coverage applies only to the vicarious liability of the additional Covered Party
for operations or services described in the contract with the Entity. No coverage applies to liability arising from the sole
negligence of the additional Covered Party.
The inclusion of more than one Covered Party under this policy shall not operate to impair the rights of one Covered Party
against another Covered Party and the coverages afforded by this policy shall apply as though separate policies had been issued
to each Covered Party. The inclusion of more than one Covered Party shall not, however, operate to increase the limit of ABAG
PLAN Corp.'s liability. A Certificate Holder shall not, by reason of their inclusion under this policy, incur liability for payment
of premium for this policy.
If required by contract, any insurance carried by an additional Covered Party which may be applicable shall be deemed excess
and the Entity's coverage primary notwithstanding any conflicting provisions in the Entity's policy to the contrary: The limit of
coverage for the additional Covered Party is the minimum amount required by contract or $5 million, whichever is less.
In the event of cancellation of the Entity's coverage, we agree to mail thirty (30) days (ten [10] days for non - payment of
premium) advance notice of such cancellation to each Additional Covered Party per certificates on file with ABAG PLAN
Corporation.
All other terms and conditions in the policy remain unchanged.
Authorized Signature: Date: 3/29/2012
James Hill, PLAN Risk Manager
C, ABAG PLAN Corporation
Lana Malloy, Board Chair
Santa Clara County Library Joint Powers Authority
Library Administrative Offices
14600 Winchester Boulevard
Los Gatos, CA 95032
Re: Lease Agreement — Gilroy Library
Dear Ms. Malloy:
Attached is an executed copy of the Lease Agreement - Gilroy Library.
Please note that we have corrected a typographical error in Section 23, where the Lease
references the possibility of the early expiration of the Term, by changing the reference to
Section "4.B" (which doesn't apply) to the correct cite, Section "2.0 ", which provides for
the Term of the Lease to expire upon withdrawal by the City of Gilroy from the Library
JPA.
Plea ragglund ow if you have any questions.
Thomas J.
City Administrator
cc: Linda Callon, City Attorney
Melissa Kiniyalocts, Deputy County Counsel