LEASE AGREEMENT BETWEEN VALLE JO CITY UNIFIED ...

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access. C. The Cable Communication Franchise Agreement between CITY and CABLE provides for a non-profit access managemen
LEASE AGREEMENT BETWEEN VALLE JO CITY UNIFIED SCHOOL DISTRICT AND CITY OF VALLEJO

This Lease Agreement is made this __1st_ day of _July_ , 2004, by the Vallejo City Unified School District ("VCUSD") and the City of Vallejo ("CITY"). RECITALS A.

The CITY has granted to Comcast Corporation ("CABLE"), a franchise to operate a cable television system in the CITY.

B.

The franchise provides channel capacity for public, educational, and governmental access.

C.

The Cable Communication Franchise Agreement between CITY and CABLE provides for a non-profit access management organization ("NON-PROFIT") to serve as the management entity to provide public, educational, governmental access ("PEG access") programming services and programming.

D.

Under the authority granted to NON-PROFIT by its contract with CITY, NONPROFIT will have responsibility for the management of the public, educational, government channels on the cable system and over the operation of the Community Media Center for PEG access purposes. E.

VCUSD is the owner of real property commonly known as Jesse Bethel High School (the "PROPERTY") described in Exhibit A attached hereto.

F.

Housing the Community Media Center facility on the Jesse Bethel High School campus will permit VCUSD staff and students access to television production facility and Community Media Center. Staff and students would not have the same level of staff support and facility access if the facility were off-campus.

G.

VCUSD desires to lease to CITY a portion of the PROPERTY for the creation of a television production facility and Community Media Center for PEG access purposes (the "PREMISES") described in Exhibit A attached hereto.

H.

CITY desires to create a television production facility and Community Media Center upon PROPERTY in consultation with VCUSD. NOW THEREFORE, and in consideration of the mutual promises and covenants herein contained, the parties further agree as follows: AGREEMENT 1.

Lease of Property. VCUSD leases to CITY the PREMISES subject to the terms set

forth herein. 2.

Term. VCUSD grants to CITY the right to occupy the PREMISES for an initial term

commencing on ________, and ending on M arch 30, 2009. 3.

Delivery. VCUSD shall deliver to CITY on the first day of the term of this Lease

actual and exclusive possession of the PREMISES, clear of all tenancies and occupancies. The PREMISES are leased to CITY on an "as is" basis. VCUSD shall not be required to make or construct any major alterations including structural changes, additions or improvements to the PREMISESother than specified in this Lease Agreement. By entry and taking possession of the PREMISESpursuant to this Lease Agreement, CITY accepts the PREMISES in their condition existing as of the date of entry. CITY acknowledges that neither VCUSD nor VCUSD' S agents, servants, or employees has made any representations or warranty as to the suitability of the PREMISES to the conduct of CITY's or NON-PROFIT'S business. Any agreements, warranties or representations not expressly contained herein shall in no way bind either VCUSD or CITY, and VCUSD and CITY expressly waive all claims for damages by reason of any

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statement, representation, warranty, promise or agreement, if any, not contained in this Lease Agreement. 4.

Rent. CITY's obligation to pay rent for the occupation and use of the PREMISES

shall consist solely of its obligations to provide cable service, classroom access, and other services as stated herein. CITY, shall not be obligated to make monetary payments to VCUSD for rent hereunder unless otherwise agreed on by the parties in writing. 5.

Taxes and Assessments. CITY shall .pay before delinquency any and all taxes and

assessments, license fees and public charges levied, assessed or imposed upon or against CITY's fixtures, equipment, furnishings, furniture, appliances and personal property installed or located on or within the PREM ISES. CITY and NON-PROFIT shall cause said fixtures, equipment, furnishings, furniture, appliances and personal property to be assessed and billed separately from the real property of VCUSD. 6.

Subletting. Provided that CITY is not in default under this Lease, CITY may sublet

the PREMISES to NON-PROFIT upon ten (10) days written notice of same to VCUSD. If CITY terminates its contract with NON-PROFIT and enters into a contract with a different non-profit organization to serve as the PEG access management entity, CITY may sublet the PREMISES to NON-PROFIT's successor upon ten (10) days written notice of same to VCUSD, and subject to VCUSD's prior, written consent, which consent shall not be unreasonably withheld. All terms and provisions of this Lease Agreement shall be binding upon any party to whom the PREMISES is sublet, including without limitation NON-PROFIT. 7.

Use. CITY shall use the PREMISES solely for the purpose of operating a PEG

access cable television production facility and Community Media Center for the benefit of the City of Vallejo, VCUSD students and staff, CITY staff, residents and other eligible users as determined

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by C ITY. C ITY shall make no other use of the P R EMIS ES without the prior written consent of VC US D. 8.

Property R enovations and C onstruction.

VC US D and CITY respectively shall

provide for the build-out of the P R EMIS ES to outfit them for the purpose of being used as a cable television production facility and C ommunity Media C enter use as described in the plans and specifications for same in Exhibit B hereto. C ITY shall pay to VC US D the sum of Twenty Thousand Dollars ($20,OO0.00) to defray the cost of such work. Such payment shall be made to VCUSD as a condition precedent to performing the build-out work in question. VCUSD reserves the right to refuse to perform such work for reasons of lack of sufficient funds or resources, or inability or unwillingness to comply with design, statutory, or other requirements, or for any other reason at the District's sole discretion. Such refusal shall not be deemed a material breach of this Lease Agreement subjecting VCUSD to any damages hereunder, but may be deemed to be an event canceling this Lease Agreement without penalty or payment by any party hereto, including NONPROFIT and CITY. However, if VCUSD decides not to perform such work for any reason whatsoever after receiving said payment from CITY, VCUSD shall refund said payment in full to CITY within ten (10) days of that decision. 9.

City Access to Premises: Security Procedures. CITY and NON-PROFIT personnel

shall have 24-hour access to the PREMISES. The PREMISES shall remain closed to the public on holidays, but CITY and NON-PROFIT personnel shall have access to the PREMISES on holidays if necessary to the operation of the Community Media Center. CITY and NON-PROFIT personnel shall follow and be subject to the security procedures and other rules for use of the PREMISES as set forth in Exhibit C Hereto. 10.

Public Access to Premises: Security Procedures. Members of the public shall have

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access to the PREMISES within the hours of 9:00 a.m. until 10:00 p.m., seven days a week, except on days on which the PROPERTY is closed to the public, in accordance with a schedule of public hours of operation established by the CITY or NONPROFIT in consultation with the District and subject to the District's approval, which shall not be unreasonably withheld. This schedule of public hours of operation, and any subsequent changes to it, shall become effective upon thirty (30) days written notice of same to VCUSD. The PREMISES shall remain closed to the public on holidays as delineated in Exhibit D hereto. For the purpose of this agreement, the term holiday shall include those dates that the District is not open for business. Members of the public shall follow and be subject to the security procedures and other rules for use of the PREMISES as set forth in Exhibit C hereto. 11.

Utilities. VCUSD shall provide and be responsible for utility charges including gas,

electricity, and garbage, to the PREMISES during the term of this Agreement. VCUSD shall provide janitorial service to the PREMISES on the same days and times that VCUSD provides janitorial services to Jesse Bethel High School. 12.

Security System. The parties agree to cooperate and coordinate with each other

regarding the use of a security system for the PREMISES as provided for in Exhibit C attached hereto. 13.

Repairs and Maintenance. During the term of this agreement and any renewal of the

term, VCUSD shall keep the exterior roof, exterior painting and cosmetic appearance, sidewalls, electrical system, plumbing, HVAC (heating, ventilating, air conditioning), structural supports, and foundation of the building on said PROPERTY in good repair at VCUSD's own cost and expense. VCUSD shall not be liable for any repairs that are rendered necessary by the negligence of or abuse of such property by CITY or NON-PROFIT or for any repair necessitated by the failure of CITY or

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NON-PROFIT to give notice to VCUSD of the need for repairs to be made with reasonable dispatch. CITY, at its cost, shall maintain the existing PREMISES in a good condition. CITY or NON-PROFIT shall repair any damage to the PREMISES caused by the negligence of CITY or NON-PROFIT. VCUSD shall have no maintenance or repair obligations with respect to the PREMISES except as expressly provided in this section. CITY hereby expressly waives the provisions of Subsection 1 of Section 1932 and Sections 1941 and_1942 of the Civil Code of California and ail rights to make repairs at the expense of VCUSD as provided in Section 1942 of said Civil Code. 14. Alterations. CITY and NON-PROFIT shall not make or permit any other person to make any alterations to said PREMISES or to any improvement or facility without the prior written consent of VCUSD, which consent shall not be unreasonably withheld. CITY and NON-PROFIT shall comply with all applicable laws and regulations in the performance of such alterations, including without limitation, the Public Contract Code, the Education Code, the Government Code, the California Environmental Quality Act ("CEQA"), the Americans With Disabilities Act ("ADA"), the Fair Employment and Housing Act ("FEHA"), and administrative rules and regulations of governmental agencies with jurisdiction over such work including without limitation the Division of the State Architect ("DSA"). 15.

Inspection. CITY or NONPROFIT shall permit VCUSD and its agents to enter the

PREMISES at any reasonable time for the purpose of inspecting the PREMISES, performing VCUSD's maintenance and repair responsibilities, posting a notice of nonresponsibility for alternations, additions, or repairs, or responding to emergencies occurring on the PREMISES. 16.

Surrender. On expiration or sooner termination of this Agreement, CITY shall

promptly surrender possession of said PREMISES to VCUSD in good condition, reasonable wear

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and tear and damage by the elements or fire or any casualty beyond the control of CITY excepted. City shall remove all of its furniture, equipment, personal property and all other non-fixtures prior to surrender of the PREMISES. 17. Parking. VCUSD shall provide a minimumoften (10) parking spaces designated for the use of CITY or NON-PROFIT, as close to the PREMISES as practicable without unduly impacting or interfering with school site activities during school hours. 18.

Signs. Subject to the approval of VCUSD, which shall not be unreasonably withheld,

CITY or NON-PROFIT may erect and maintain signs pertinent to its normal business operations, provided such signs comply with all laws, are in keeping with VCUSD practice and policy regarding such signage, are removed at CITY's sole cost and expense upon termination of the agreement without damage to the PREMISES or PROPERTY, and do not advertise any business other than CITY's permitted use of the PREMISES. 19. School's Use. CITY and NON-PROFIT shall permit use of the studio and other facilities on the PREMISES to VCUSD students and staff at least 30 hours each week during school hours. VCUSD shall have exclusive control of the classroom while it is being used by VCUSD. 20. Non-Profit's Policies. VCUSD use of the facility shall be subject to policies established by the NON-PROFIT to accommodate the facility use and programming needs of CITY, NON-PROFIT and VCUSD. so long as such polices are not in conflict with any law, regulation, or ordinance governing the conduct of VCUSD activities as a California public school entity, with VCUSD's educational purposes, or the terms and provisions of this Lease Agreement. 21.

Destruction. Should the PREMISES be damaged or destroyed during the termof this

Lease Agreement, the party responsible for same shall promptly repair or replace the damaged or destroyed portions to the extent of all proceeds of any applicable insurance of the responsible party. 7

Should any equipment be destroyed, either party shall replace the equipment to the extent of all proceeds of any applicable insurance of the responsible party. 22.

Termination and Renewal. A.

Termination. This Agreement or any renewal Agreement may be terminated

upon the earlier to occur of the following circumstances: a) by mutual written agreement of the parties; b) the conclusion of its initial term; c) upon the material breach by either party of any of the terms of this Agreement, which is not waived in writing by the non-defaulting party. B.

Renewal. By written agreement, CITY and VCUSD may renew this

Agreement for an additional term of up to one year upon the same conditions as specified herein or as may otherwise be agreed to by the parties. Thereafter, the City and VCUSD may renew this Agreement based upon terms and conditions as may be agreed by the parties. 23.

Non-Waiver. No delay or omission to exercise any right or remedy occurring to either

party upon any breach by the other party under this Agreement shall impair such right or remedy of the non-defaulting party nor shall such delay or omission be construed as a waiver of any such breach, or of any similar breach thereafter occurring; nor shall any waiver of a single breach be deemed a waiver of any subsequent breach. All waivers under this agreement must be in writing. All remedies either under this agreement or by law afforded to either party shall be cumulative and not alternative or exclusive. 24.

Liability for Negligence. Each party shall be responsible for any and all claims,

demands, loss or liability as a result of or arising out of the negligence of that party, its officers, agents, employees, guests, or sublessors. In the event of any claims, demands, loss or liability arising out of the negligence of both parties, each party shall be responsible based upon its proportionate share of negligence. CITY shall require that NON-PROFIT or its successors defend,

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indemnify, and hold harmless VCUSD, its officers, employees and agents from and against all claims, damages, losses and expenses, including attorney fees and costs arising out of the use of the PREMISES which may be caused in whole or in part by any act or omission of the NON-PROFIT or its successors, and to cover VCUSD and its officers, employees and agents as additional insureds on any policy which covers CITY as an additional insured. 25.

Indemnification and Insurance. CITY agrees to indemnify, hold harmless, and defend

VCUSD, its officers, employees and agents against any and all claims, causes of action, judgments, obligations or liabilities, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), on account of, or arising out of, the operation, condition, use or occupancy of the PREMISES and all areas appurtenant thereto (except for VCUSD's active negligence or willful misconduct). This Lease is made of the express condition that VCUSD shall not be liable for, or suffer loss by reason of, injury to person or property, from whatever cause (except for VCUSD's active negligence or willful misconduct), in any way connected with the condition, use or occupancy of the PREMISES specifically including, without limitation, any liability for injury to the person or property of CITY, its agents, contractors, officers, employees, licensees, subtenants, and assignees. VCUSD shall hold harmless and defend and indemnify CITY and NON-PROFIT from claims, damages or expenses, including attorneys' fees, arising out of VCUSD's active negligence or willful misconduct on the PREMISES. During the term of this Lease, CITY shall, at CITY'S expense, list VCUSD and NONPROFIT as additional named insureds on CITY's comprehensive public liability insurance policy insuring the CITY, VCUSD and NON-PROFIT against claims and liabilities arising out of the operation, condition, use, or occupancy of the PREMISES and all areas appurtenant thereto, 9

including parking areas. Such insurance shall be in an amount of not less than one million dollars ($ 1,000,000) for bodily injury or death and property damage as a result of any one occurrence and a two million dollar ($2,000,000) general aggregate policy. . Prior to possession, CITY shall deliver to VCUSD a certificate of insurance evidencing the existence of the policy required hereunder and stating that such policy shall: a.

Not be canceled or altered without thirty (30) days prior written notice to VCUSD;

b.

State the coverage is primary and any coverage by VCUSD is in excess thereto;

c.

Contain a cross liability endorsement; and, includes a separate endorsement naming

VCUSD as an additional insured. 27.

At least thirty (30) days prior to the expiration of such certificate, and every such

subsequent certificate, CITY shall deliver to VCUSD a new certificate of insurance consistent with all of the terms and conditions required in connection with the original certificate of insurance as described in this paragraph 28.

Workers' Compensation Insurance. During the term of this Lease Agreement, CITY

and NON-PROFIT shall comply with all provisions of law applicable to them with respect to obtaining and maintaining workers' compensation insurance. CITY shall provide VCUSD with certificate of insurance regarding same prior to possession. VCUSD shall not be responsible for any worker's compensation claim or liability arising out of CITY or NON-PROFIT's occupancy and use of the PREMISES and operation of television production facility and Community Media Center thereon. 29.

Sublessee Insurance. During the term of this Lease, CITY shall require any

SubLessee of all or any portion of the PREMISES to maintain in effect during the term of such sublease, insurance coverage equivalent to that required to be maintained by CITY.

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30.

Status of City and Non-Profit Agents and Employees. VCUSD and CITY hereby

acknowledge and agree that none of CITY's or NON-PROFIT's representatives, agents, servants, employees, subcontractors, or any other person or entity associated with them shall at any time be deemed to be VCUSD agents, servants, or employees with respect to this Lease or any other matter. 31.

Successor. The terms and provisions of this agreement shall be binding upon and

inure to the benefit of the successors, and assigns of CITY and VCUSD respectively. 32.

Entire Agreement. This Lease Agreement constitutes the final and entire agreement

between VCUSD and the CITY and is the complete and exclusive expression of its terms. No representation or statement made by any representative of either party shall modify the terms of this Lease Agreement. 33.

Amendment. This Agreement may be amended or modified only by means of a

written amendment executed by each of the parties hereto. 34.

Notice. For the purposes of this Agreement, any notices required to be given to the

parties hereto shall be given in writing and by personal service or by first class mail, postage prepaid, at the addresses specified, or to such other addresses as each party may substitute by written notice to the other. Notice shall be deemed complete upon personal service or, if by mail, five (5) days after the date of the postmark thereon. Notices shall be addressed as follows:

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TO CITY:

TO VCUSD:

City of Vallejo ATTN: City Managers Office 555 Santa Clara Street

Vallejo City Unified School District ATTN: Superintendent 211 Valle Vista Avenue

Vallejo, California 94590

Vallejo, California 94590

Joint Use Agreement. This Lease Agreement shall be subject to the Joint Use

requirements of the Education Code, Education Code section 17527 et seq. 11

36. Ratification. This Lease Agreement shall not be effective and binding upon the parties unless and until it has been duly considered, approved, and ratified by the City Council of the City of Vallejo and the Governing Board of the Vallejo City Unified School District. IN WITNESS WHEREOF, the parties, through their authorized representatives, affix their signatures to this Agreement.

CITY:

VCUSD:

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EXHIBIT A Jesse Bethel High S chool Premises

[DIAGRAM OF JESSE BETHEL HIGH SCHOOL PREMISES SHO WING PORTION- OF PREMISES TO BE LEASED AND AREAS OF PREMISES RESERVED FOR COMMUNITY MEDIA CENTER PARKING]

These documents are available for review in the Facilities Services Department and will be available at the Board meeting.

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EXHIBIT B Leased Premises Buildout Plan

[DOCUMENTS REFLECTING VCUSD BUILD-OUT OBLIGATION, PLANS, SPECS, ETC.]

These documents are available for review in the Facilities Services Department and will be available at the Board meeting,

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EXHIBIT C SECURITY AND ADMINISTRATIVE PROCEDURES

The parties to the Lease Agreement agree to comply with the following security measures: 1. School Administration Exercise of Authority to Control Premises: The Community Media Center located at the Jesse Bethel High School Site shall be considered an integral part of that school site for security and safety purposes. Jesse Bethel School Site administration shall retain full and complete' authority to maintain the safety and_ security of the school site, including the Community Media Center premises thereon, as they would for any other portion o'f the school site, including without limitation the exercise of their authority under Penal Code §§ 71, 241.2, 241.6, 415.5 626.8,.627, 627.2 and Education Code §§ 32210, 32211, 32212, 44811 2. Hours of Operation: Community Media Center Staff shall be permitted 24-hour access to the Community Media Center. Members of the public shall be permitted access to the Community Media Center between the hours of 9:00 a. m. to 10:00 p. m., seven days a week (excluding holidays), in accordance with a schedule of public hours of operation established by the CITY or NONPROFIT in consultation with VCUSD and submitted to VCUSD. Community Media Center Staff with supervisory authority shall be present at all times in the Community Media Center when it is open to the public. 3. Area of Access: Community Media Center Staff and members of the public shall be permitted access to the Community Media Center, the Jesse Bethel High School main parking lot, the restrooms that are directly adjacent to the Community Media Center, and those portions of the Jesse Bethel High School Campus over which it is necessary to travel to gain access to the Community Media Center. Furthermore, the Community Media Center Staff will also have access to the wire closet through which the cable company's optical fiber enter into the PREMISES. Under no circumstances will Community Media Center Staff be permitted access to any other portion of the Jesse Bethel High School Campus unless and until they obtain prior written permission for such access from Jesse Bethel High School administration with authority to grant same. Under no circumstances will members of the public coming to the Jesse Bethel School site for the purpose of using the Community Media Center be permitted access to any other portion of the Jesse Bethel High School Campus. . 15

4. Staff Security Clearance, Badges. Sign-Ins: All Community Media Center Staff shall undergo the same security and background checks as applicable to District employees. All Community Media Center Staff shall obtain and wear identification badges at all times while present on District premises. All Community Media Center Staff shall sign in and out in the Access Log when coming onto and leaving the Community Media Center premises. All Community Media Center staff shall carry personal identification on their persons while at the Community Media Center in the form of a valid California Driver's License or I. D. or other similar legally effective personal identification. These requirements shall apply to all Community Media1 Center Staff regardless of whether they are permanent or temporary, full-time or part time, employees, independent contractors, or are working at the Community Media Center on a volunteer or other unpaid basis. 5. Access Log: Community Media Center Staff shall maintain current an ongoing Access Log, which shall identify each person who comes onto the Community Media Center, and the date and time of their arrival at and departure from same. All Members of the Public must sign the Access Log when coming to and leaving from the Community Media Center. 6. Security and Emergency Response Procedures: Community Media Center Staff and Jesse Bethel High School site administration shall cooperate in the development and implementation of security and emergency response procedures. In the event of a security, safety, or other emergency affecting the Community Media Center, Community Media Center Staff shall comply with all applicable school site procedures for same including without limitation the contacting of school site administration and the appropriate local law enforcement, fire department or other emergency response agency. 7.

Alarm Systems: Automated premises security alarms for the Community Media

Center shall be provided through the existing alarm system at Jesse Bethel High School. The Community Media Center shall be designated as a separate zone within the Jesse Bethel High School alarm system, with its own access and security codes, which codes will be provided to Jesse Bethel High School administration when they are implemented and updated each time they are changed. Community Media Center Staff are solely responsible for ensuring that all security systems at the Community Media Center are turned on and off as appropriate, and are functioning

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properly. The District shall not in any way be liable for any damages incurred by the Community Media Center arising from the operation of the security system or failure thereof. 8. Further Security and Administrative Procedures. The parties to the Lease agreement acknowledge and agree that it may become necessary to address additional security and/or administrative procedures for the operation of the Media Center. If the need to develop such additional procedures occurs, the parties agree that their respective authorized representatives shall timely discuss and come to agreement on same, memorialize the new procedures in writing, and attach a copy of same to this Lease agreement, all of which is subject to applicable laws and regulations.

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Exhibit D VCUSD Holidays

* January 1 (New Year's Day) * The Monday or the Friday nearest the birth date of Martin Luther Kin or an alternate day selected by the Board » Third Monday in February (Washington's Day) or an alternate day selected by the Board » Last Monday in May (Memorial Day) * July 4 (Independence Day) » First Monday in September (Labor Day) » November .11 (Veteran's Day) a Fourth Thursday in November (Thanksgiving Day) a Friday following the Thanksgiving Day » Two weeks for winter holiday break which includes December 25 (Christmas Day); i.e., for 2004 - December 20-31

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