HomeMy WebLinkAboutOrdinance 2162 N.C.S. 10/06/2003r
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ORDINANCE 2162 N.C.S.
Introduced by:
Vice Mayor O'Brien
Seconded by:
Council Member Canevaro
AN ORDINANCE OF THE COUNCIL OF THE CITY OF PETALUMA
AUTHORIZING A LEASE OF REAL PROPERTY
LOCATED AT 900 HOPPER STREET, PETALUMA, CA
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS:
SECTION 1. Certain real property located in the City of Petaluma, County of Sonoma,
22 State of California is hereby authorized to be leased under the terms and conditions set forth in
23 the Lease Agreement by and between the City of Petaluma and the Committee On the Shelterless
24 (COTS); which Lease Agreement is attached hereto as Exhibit A and incorporated herein by
25 reference. The City Manager is hereby authorized to sign a Lease Agreement substantially the
26 same as Exhibit A for the purpose of construction and operation of the Mary Isaak Center, a
27 facility for the provision of services for homeless adults.
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30 SECTION 2. If any section, sentence, clause or phrase or word of this ordinance is for
31 any reason held to be unconstitutional, unlawful, or otherwise invalid by a court of competent
32 jurisdiction, such decision shall not affect the validity of the remaining portions of this
33 ordinance. The City Council of the City of Petaluma hereby declares that it would have passed
34 and adopted this ordinance and each and all provisions thereof irrespective of the fact that any
35 one or more of said provisions be declared unconstitutional, unlawful, or otherwise invalid.
UZ
Ordinance 2162 N.C.S.
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SECTION 3. The City Clerk is hereby directed to post this ordinance for the period and
in the manner required by the City Charter.
INTRODUCED and ordered posted/pub li shed this 151h day of September 2003.
ADOPTED this 61h day of October 2003 by the following vote:
AYES: Canevaro, Mayor Glass, Harris, Moynihan, Vice Mayor O'Brien, Torliatt
NOES: None
ABSENT: Healy
ATTEST:
.-hat,)
ayle P ersen, City Clerk
$avid Gliass, Mayor —
Ordinance 2162 N.C.S.
Page 2
EXHIBTT A
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City Clerk
City of Petaluma, California
1 l English Street
Petaluma, CA 94952
Order No.
II 2003325 :5 5
OFFICIAL RECORDS OF
SONOMA COUNTY
GENERAL PUBLIC EEVE'T. LEWIS
12/08/2003,08:45 LSE L
RECORDING FEE: 82.00 a ey
IV C J
SPACE ABOVE THIS LINE FOR RECORDER'S USE
GROUND LEASE
between
City of Petaluma,
a Municipal corporation
as
"Landlord"
and
Committee on the Shelterless,
a California nonprofit public benefit:corporation
as
"Tenant"
V 6-1
Ordinance 2162 N.C.S. Page 3
b ego b,e r 6 J 'ao a 3
THIS GROUND LEASE ("Lease") is entered into as of the Lease Date by and between
the City of Petaluma ("Landlord") and the Committee on the Shelterless ("Tenant"). The Lease
concerns real property located in the City of Petaluma, County of Sonoma and is more fully
described herein in the attached Exhibit A ("Land").
THIS LEASE IS ENTERED into on the basis of the following facts, intentions and
understandings of the parties:
A. After commencement of this Lease, Tenant plans to construct certain
improvements on the Land.
B. Landlord desires to state the terms of the lease of the Land to Tenant, and Tenant
desires to state the terms of the lease of :the Land from Landlord and to provide for construction
of the Improvements, in accordance with the terms of this Lease.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of
the parties, the parties hereto agree as follows:
ARTICLE I
For purposes of -,this Lease, the following defined terms shall have the meanings set forth
in this Article I.
I.1 Annroved Plans. "Approved'Plans" shall mean the plans and specifications for
the Improvements to be prepared by Tenant and approved by Landlcrdpursuant to Article V.
I.2 Rase Rent. 'Base Rent" shall mean the annual Base Rent as provided in Article
I.3 Default. "Default" shall. mean any failure or refusal of Tenant to perform or
observe anycovenant, condition or requirement of this Lease as set forth in Article XIII.
I:4 Entity. "Entity" shall mean. any person; corporation, partnership (general or
limited), joint venture, association, joint stock company, trust or other business entity or
organization.
I:5 Improvements. "'Improvements" shall mean any and all improvements erected,
constructed or situated upon the Land or any part thereof during the continuance of the Term.
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Ordinance 2162 N.C.S. Page 4
I.6 Land. "Land" shall mean the real property owned'byLandlord and. described in
Exhibit A; together with any and all rights -of -way and use, servitudes, licenses; easements,
entitlements and appurtenances now or hereafter applying or appertaining to such real property.
I.7 T ,easebold Mortgage.. "Leasehold Mortgage'' shall mean any Mortgage at any time
given by Tenant and remaining uncancelled on the Official Records, encumbering all or any
portion of Tenant's right, title and estate in the Premises or in this Lease.
L$ T.ensehold Maripg "Leasehold Mortgagee" shall mean the Mortgagee from time
to time of a Leasehold Mortgage. .
I.9 Legal Requirements. "Legal Requirements" shall mean all statutes, codes, laws, acts,
ordinances, orders, judgments; decrees, %injunctions, rules, regulations, permits, licenses,
authorizations, directions and requirements of all federal,, state, county, municipal and other
governments, departments, commissions, boards, courts, authorities, officials and officers, which
now or at any time hereafter are: applicable to and enforceable against the Premises or any part
thereof, or any use, manner of use or condition of the Premises or any part thereof.
I.10 Lien. "Lien" shall mean any lien, encumbrance or charge on, or pledge of, the right,
title and estate of Tenant in this Lease and in the Premises, or anypart thereof.
I.11 Mortgage. "Mortgage'.' shall mean any mortgage, deed of trust, or other instrument
in the nature thereof at any :time and from time to time constituting a lien; security, title or
encumbrance in and upon any interest or estate of Tenant in .the Premises, or any part thereof, or
in this Lease.
I.12 Mew. "Mortgagee" shall mean the record holder (as reflected in the Official
Records) from time to time of, or ,the record beneficiary (as reflected in the Official Records)
from time to time under, a Mortgage.
I.13 No i r ". "Notice" shall mean a written advice, request, demand or notification
required or permitted by this Lease„ as more particularly provided in Section XV.3.
I.14 Official Records. "Official Records" shall mean the official records of Sonoma
County.
T.15 Premises. "Premises" shall mean, collectively, the Land and the Improvements.
. I.16 Pam, a eement_ "Project Agreement" shall mean the agreement entered into
between Landlord and Tenant regarding the permitted uses of the'Premises.
I.17 Rfnf.. "Rent shall mean, collectively, Base Rent or the Occupancy Rent.
I.18 Required Pewits. !'Required Permits" shall mean each and every building and
development permit including, without limitation, demolition permits, site permits and addenda
thereto (including, without_limitation,_foundation permits and structural permits); temporary and
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Ordinance 2162 N.C.S. Page 5
final occupancy permits and any other governmental or quasi -governmental approvals which
must be issued by any governmental authority; department, commission, board, official or officer
as a condition precedent to construction and occupancy of the Improvements.
I.19 [Reserved]
1.20 Tam.. "Taking" shall mean a taking of or damage to all or part of the Premises, or
any interest .therein or right accruing thereto, as the result of or in.lieu of condemnation or
eminent domain; a taking shall be deemed to have occurred on the date title vests in the taking
authority or the date the damage occurs.
I.21 Unavoidable Delays. "Unavoidable Delays" shall mean delays due to strikes,
lockouts or other labor troubles, acts of God, unusually severe weather, rule, order or regulation
of any governmental agency or Iany department or subdivision thereof, other governmental
restrictions, litigation directed against Landlord, Tenant or Premises, or other obstacles in
approving the plans for the plans by the city, county or other governmental agency.
ARTICLE II
II.1 Commencement and Expiration of T n-n. This lease is effective as of June 30,
2003 ("Lease Date") and, if not sooner terminated (or extended) as provided in this Lease, shall
terminate thirty (30) years thereafter ("Expiration Date").
ARTICLE III
III.1 Rent. Rent shall commence on the first (1st) day subsequent to the Lease Date.
Rent during the term shall be $ L00 per -year ("Rent") payable in advance as full rental for
Tenant's use and occupancy of the Land.
ARTICLE IV
CONDMONS
1V.1 Tnsn� ect;nn. Prior to the Lease Date of the Lease, Tenant and its agents shall have
the right and the opportunity to inspect any part of the Property for purposes including, but not
limited to, soils; geological, archeological, engineering, topographical surveys, and borings or
tests for such purposes as evaluating condition of soil and collecting data for the environmental
impact review: Tenant shall be responsible for all costs of these inspections, surveys and tests.
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Ordinance 2162 N.C.S. Page 6
ARTICLE V
V.I Tmprovements. Tenant shall design and manage the Improvements development
and shall provide a draft Plan to the Petaluma Planning Department. Tenant shall work with
architects, engineers, other partners, and the Petaluma Planning Department to develop the
Premises.
V.2 Title to and Nature of Improvements During the Tease Term: Until expiration of
the term (including any extension thereof) or sooner termination of this Lease, any and all
Improvements of whatever nature at any time constructed, placed or maintained upon any part of
the Land shall be and remain the property of Tenant during the lease term and, to the extent
permitted by this Lease, Tenant's sub.lessees, assignees, licensees and concessionaires, as their
interests may appear. Tenant shall not, however, remove any improvements from the Premises
nor waste, destroy, or modify any improvements on the Premises except as permitted by this
Lease. The severance of fee title to the Land and Improvements shall not change the character of
the Improvements as real property.
V.3 Title to and•Nature.ofTmnrovements upon Fxni'ration of the T,ease Term. All.
improvements on the Premises at the expiration of the term (including any extension thereof) or
sooner termination of this Lease shall, without compensation to Tenant, then become Lessor's
property free and clear of all claims to or against them by Tenant or any third person, and Tenant
shall defend and indemnify Lessor against all liability and loss arising from such claims or from
Lessor's exercise of the rights conferred by this paragraph.
ARTICLE VI
VI.1 PrincipalI Ise. Tenant intends to use the Premises to provide various services to
the homeless including but°not limited to emergency shelter, transitional housing, food and
education as well as conduct various administrative functions in support of these activities. The
Tenant will operate the Premises in a manner consistent with the requirements of the various
governmental funding sources for the construction of the Premises. The uses are outlined in the
Conditional Use Permit CUP02005 -approved on September 4, 2002, and attached to this lease as
Exhibit B. Nothing intrinsic to these uses,shall cause the lease to be violated.
VI.2 Declaration of Restrictive C6venants. The Lessee agrees to certain restrictive
covenants outlined in Exhibit C regarding continuing operation of the premises as "supportive
housing" in return for a grant by United States Department of Housing and Urban Development
to the Lessee to be used to finance a portion of the project.
VI.3 Quietjo :nt and Rjeasonabl . Access. Landlord covenants that as of the Lease
Date and upon. Tenant's performance of the covenants and agreements in this Lease; Tenant shall
peacefully and quietly have, hold and enjoy the Premises during the Term. The Landlord
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Ordinance 2162 N.C.S. Page 7
acknowledges that the wastewater treatment facility and street sweeper waste transfensite
located adjacent,to the Land must be relocated, as the Tenant will be housing and feeding it's
clients on the Premises. Therefore the Landlord commits to make a good faith effort to move the
street sweeper waste transfer site and to relocate the waste water treatment facilities as quickly as
it reasonably can. Furthermore, the Premises are bounded by streets to the west and to the south,
which are currently shared with various adjacent City and County. operations. These streets are
owned by and under the control of the Landlord and, as such, the'Landlord covenants that for the
full duration of this Lease, the Tenant will enjoy reasonable and unimpeded access at all times to
the Premises from these streets. In the event thatthe:Landlard should transfer ownership and/or
control of the streets to another entity, the Landlord covenants that the transfer will include a
provision to provide reasonable and unimpeded access at all times to the Premises :from these
streets.
VIA Compliance. with Taws, Nuisance. Tenant shall, at its sole expense and at all
times, be responsible, for compliance with all federal (including, but not limited to, the American
Disabilities Act), state and local laws. Tenant shall not occupy, suffer or permit the Premises or
any part thereof to be used for any illegal purpose, or in any other way contrary to the law or the
rules or regulations of Einypublic authority. Tenant shall not commit, or suffer to be committed
any public or private nuisance.
ARTICLE V11
VII.1 ImAird's Cobserit. Except as provided herein, Tenant shall not voluntarily,
involuntarily or by operation of law assign, sublet, or mortgage, (collectively, "Transfer") all or
any part of Tenant's interest in this'Lease or the Improvements, without first obtaining Landlord's
express written consent. Landlord will not unreasonably withhold its consent, except that as to
any mortgage, any such consent shall be within Landlord's sole discretion. Tenant may sublease
space on the first and second floors of the new building to .clients without Landlord's consent.
Tenant may sublease the third floor of the new building with Landlord's consent, which shall not
be unreasonably withheld. Tenant may also transfer any part of its interest in the Lease without
Landlord's consent to another non-profit or governmental organization if required to do so under
the terms of any agreement related to the financing of the improvements and the diligent
operation of the facility.
(a) Any attempted unpermitted or purported Transfer shall be void and of no
force or effect, and shall not confer any estate or benefit on anyone.
(b) The. Landlord consents to subleases by Tenant. to third parties who wish to
use any portion of -the premises for special events which are consistent with the purposes
of this Lease for a term.not to exceed seventy-two (72) hours, provided that such third
parties are qualified to occupy and use the Premises consistent with licensing regulations
which apply to Tenant.
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Ordinance 2162 N.C.S. Page 8
(c) All sub lessees must provide indemnification agreements and insurance
naming the Landlord as an additional insured prior to occupancy. Indemnification and
insurance requirements shall be the same as those outlined in Article XI'and Article XH,
or as otherwise approved by the Landlord.
(d) Any sublease agreements that Tenant enters:into with third parties shall
restrain any sub lessee from further subletting or assignngthe sub lessees' interests in the
Premises or its Improvements without the prior written consent -of the Landlord, which
consent shall not be unreasonably withheld.
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Ordinance 2162 N.C.S.
Page 9
ARTICLE VIII
VIII.1 F.ncumhrance. Nothing in this Lease shall restrict Tenant from encumbering, and
Tenant shall have the right to encumber its interest in (i) the Improvements and any furnishings,
furniture, equipment, fixtures and personal property thereon and (ii) this Lease, by one or more
Mortgages for the express purposeof.providing security for loans extended by the State of
California to finance the Improvements. The Tenant's ability to encumber shall be limited to
those terms and conditions required by the State to secure its loans. The Leasehold Mortgage
may provide that any proceeds from fire or extended coverage insurance or other insurance
against casualty on the Land and any Improvements thereon may be used, to repay all'or part of
the outstanding encumbrance at the Leasehold Mortgagee's discretion. As to any such Leasehold
Mortgage, Landlord consents to provisions therein:
(a) .For an assignment of the proceeds from any award or other compensation
resulting from a total or partial taking or condemnation;
(b) For the entry of any Leasehold Mortgagee°upon the Land to inspect the
same;
(c) That a default byTenant under this Lease shall constitute a default under
any such Mortgage;
(d) For an assignment of Tenant's right, if any, to terminate, cancel, modify,
change, supplement, alter or, amend this Lease; and
(e) Effective upon any.default under any such Mortgage (i) for the foreclosure
of the Mortgage pursuant to a power of sale, by judicial proceedings or other lawful
means and the subsequent- sale of the leasehold estate and fee interest in the
Improvements located on the Land to the purchaser .at,the, foreclosure sale and a sale by
such purchaser and/or a sale, by any subsequent purchaser; (ii) for -the appointment of a
receiver of Tenant's estate, irrespective of whether the lien holder accelerates the maturity
of the indebtedness secured by the Mortgage; (iii) for the rights of the Leasehold
Mortgagee or the, receiver to enter and take possession of the Land and to manage and
operate'the same to collect the rents, issues and profits there from and to cure any default
by Tenant under this Lease; and (iv) for an assignment,of Tenant's right, title, and interest
in and: to the premiums for any insurance required by the terms of this Lease, as well as in
all refunds or rebates of taxes or assessments upon. or charges against the Premises,
whether paid, or to be paid.
VIII.2 Termination or Modification. This Lease may not be terminated or surrendered by
Landlord or Tenant withoutAhe prior written consent of the Leasehold Mortgagee; and no
amendment, waiver or deferral of the terms of this Lease shall be valid or binding without such
Leasehold Mortgagee'first giving its written consent thereto.
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Ordinance 2162 N.C.S. . Page 10
VIII.3 Nbtic .. Promptly after the execution and recordation of any such Mortgage, the
Leasehold Mortgagee therein shall notify Landlord in writing that such Mortgage has been given
and executed by'Tenant and shall at the same time furnish, Landlord with the address to which
such Leasehold. Mortgagee desires copies of notices to be mailed. Landlord hereby agrees to
mail to such Leasehold Mortgagee at the address so given, duplicate copies of any and all written
notices which Landlord may from time to time give or serve upon Tenant under and pursuant to
the terms and, provisions of,this Lease. No notice from Landlord to Tenant shall be effective
unless and until a copy thereof has been actually received by such Leasehold Mortgagee. All
notices and copies of notices, required to be sent or delivered, pursuant hereto shall be sent
certified or registered mail return receipt requested; and. such 'address may be changed by written
notice..
VIHA C=. The performance of the terms and conditions of this Lease by any lien
holder shall be binding upon Landlord. Any lien holder shall.have the right to cure any default
under this Lease; and Landlord shall accept such performance by or at the instance of any
Leasehold Mortgagee as if the same had been made by Tenant.
VIII.S Default. Notwithstanding anything to the contrary in this Lease, Landlord may
terminate this Lease because of Tenant's default hereunder only after Landlord has sent to each
Leasehold Mortgagee a written notice specifying such default and:
(a) If such default is a failure by Tenant to pay rent to Landlord and a
Mortgagee'does not cure such default within sixty (60) days after receipt of written notice
of such default; or
(b) In the event of any other defaulthereunder susceptible of being cured by a
Mortgagee, a Mortgagee does not commencewithin sixty (00) days after receipt by the
Mortgagee of written notice of such default the work of curing such default. If such
default cannot reasonably be cured without obtaining possession of the Land or
Improvements or title to Tenant's leasehold estate, any Mortgagee may commence and
thereafter pursue to completion proceedings to obtain possession and/or to foreclose the
lien held by such Mortgagee or diligently proceed to obtain title to Tenant's leasehold
estate by deed in lieu, of foreclosure and such action shall be deemed to satisfy the above
requirement that such Mortgagee commence and carry to completion the curing of such
default, provided that such Mortgagee cures to completion-as;soon as reasonably possible
such default after receiving written notice of such default by commencing foreclosure or
otherwise; or
(c) In the event of Tenant's default which is not susceptible of being cured by
a Mortgagee, such default shall be deemed to be cured if within sixty (60) days after
receiving written notice from Landlord setting forth the nature of such default a
Mortgagee shall have commenced foreclosure or other appropriate proceedings and shall
thereafter diligently prosecute such proceedings to completion and complete such
proceedings as soon as reasonably possible after receiving written notice of the default.
Nothing herein contained shall be deemed to require any Mortgagee to continue with such
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Ordinance 2162 N.C.S. Page 11
foreclosure or any other proceedings or with efforts to obtain a deed in lieu of foreclosure
or once having obtained possession of the Land to continue in possession thereof.
VIII.6 New Tease.
(a) If this Lease shall terminate prior to the expiration of the Term for any
reason, including, without limitation, operation of law, Landlord shall enter into anew
lease in recordable form with the Mortgagee within sixty (60) days after the termination
of this Lease, provided Mortgagee executes and delivers such new lease for the remainder
of the term of this Lease with the same -covenants, conditions and agreements (except for
any requirements which have been satisfied by Tenant prior to termination) as are
contained herein; and Mortgagee shall take any Improvements "as is" in their then current
condition. Upon execution and delivery of such new lease, Mortgagee, at its sole cost
and expense, shall be responsible for taking such action as shall be necessary to cancel
and discharge this Lease and to remove Tenant named herein from the Premises.
Landlord's obligation to enter into such niw lease of the Premises with the Mortgagee
shall be conditioned as follows: (i) Mortgagee has remedied and cured all monetary
defaults hereunder and has remedied and cured or has commenced and is diligently
completing the cure of all nonmonetary defaults of Tenant susceptible to cure by any
party other than by the original Tenant, (ii) that if more than one holder of a Leasehold
Mortgage requests such new lease Landlord shall have no duty or obligation whatsoever
to determine the relative priority of such Leasehold,Mortgages, and in the event of any
dispute between or among the: holders thereof, Landlord shall have no obligation to enter
into any such new lease.if such. dispute is not resolved to the sole satisfaction of Landlord
within ninety (90) days after -the date of termination of this Lease, and (iii) that Mortgagee
pays all costs and expenses of Landlord, including without limitation, reasonable
attorneys' fees, real property transfer taxes and any escrow fees and recording charges,
incurred in connection with the preparation and execution `of such new lease and any
conveyances related thereto.
(b) Notwithstanding anything to the contrary in such new lease, the party
executing such new lease as the Tenant thereof shall have the right to Transfer such new
lease to any person or entity with.Landlord's consent which shall not be unreasonably
withheld; and after any such.initial Transfer any provisions in the new lease restricting the
Tenant's right to Transfer the new lease shall apply. The liability under such new lease of
the party executing such new lease as the Tenant thereof shall cease upon the assignment
of the new lease. Such new lease shall be effective as, of the date of termination of this
Lease and shall be effective for the remainder of the Term of this Lease and at the Rent
and upon all of the agreements, terms, covenants and conditions hereof.
(c) In the event that a Mortgagee's nominee or designee shall be the Tenant under
such new lease, .such Mortgagee shall, at its election, have the right to continue its
Mortgage against such new lease and the Improvements, as well as all fixtures and
personal property located thereon to secure payment of any outstanding indebtedness to
such Mortgagee.
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Ordinance 2162 N.C.S.
Page 12
VIII.7 Assignment. This Lease maybe assigned or transferred to any party with
Landlord's consent as a result of foreclosure or a result of a deed,in lieu of foreclosure.
Additionally, any party who acquires title to this Lease at foreclosure or by deed in lieu of
foreclosure or as a.'nominee or designee of any former Mortgagee or who is a former Mortgagee
and receives title from.'its nominee or designee shall be able to assign this Lease to any party with
Landlord's consent, which shall.not"be unreasonablywithheld.
ARTICLE IX
IX.1 Fsto nel Rtatement TJnon�Reg�iiest of Fitlher Part.. Within ten (10) days after
request therefore by either party; the non -requesting party shall deliver, in recordable form, a
certificate to any proposed: mortgagee; purchaser, sub lessee or assignee and to the requesting
party, certifying (if such be the case) that this Lease is in full force and effect, the date of Tenant's
most recent payment of Rent, there are no defaults of either party hereto, that the non -requesting
party has no defenses or offsets outstanding, or, stating those claimed; and any other information
reasonably requested. Failure to deliver said statement in time shall be conclusive upon the non -
requesting party that: (a) this Lease is in full force and effect, without modification except as
may be represented by the requesting -party; (b) there are no uncured defaults in the requesting
party's performance and the non -requesting party has no right of offset, counterclaim or
deduction against Rent hereunder; and (c) no more than one (1) period's Base Rent has been
paid in advance.
ARTICLE X
X.1 Lease as Security for Loan_ The California Department of Housing and Community
Development ("The`Department") has agreed to loan up to $1,000000 (one million dollars) to
the Tenant for the purpose of financing the project. Landlord and Tenant.have agreed to assign
the Lease, along with other collateral, to the Department as security for the loan during the term
of the loan. The terms and conditions of this assignment are set forth in Exhibit D.
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Ordinance 2162 N.C.S. Page 13
ARTICLE XI
XI.1 Workers' Compensation and Builders' Risk Tncumnce. Tenant shall'maintain or
cause to be maintained the following insurance coverages, at Tenant's sole cost and expense,.
prior to commencement of any'work 'in'connection with the construction, alteration, repair or
replacement of any Improvements, and until completion of the work:
(a) Workers' Compensation Insurance. Workers' Compensation
Insurance covering all persons employed by Tenant or by Tenant's Contractors in
connection with the work and with respect to whom death or injury claims could
be asserted against Landlord, Tenant or the Premises at statutory limits. Tenant
shall also maintain waivers of.subrogation for Workers' Compensation Insurance.
(b) Contractor and Subcontractor Tnsi rance. A'policy or policies of
Contractor and. Subcontractor's Liability Insurance in an Amount no less than $1
million dollars ($1,000,000) for each occurrence, $1 million dollars ($1,000,000)
for each person injured,, $1 million ($1,000,000) for auto liability and statutory
limits for workers' compensation insurance.
(c) 'Builder's Risk Insurance. A policy orpolicies of builder's risk
insurance in an amount, equal to the value upon completion of the Improvements
which are the subject of the work (exclusive of land), :insuring. against all
insurable risks including fire; vandalism, malicious mischief, lightning,
windstorm, water and other perils customarily covered by builder's risk insurance.
XI.2 Publie T.iability Tnsnrance At all times during the Term Tenant shall obtain, or
caused to be obtained, at no cost and expense to Landlord,:a policy or policies of comprehensive
general liability insurance on ;an, occurrencebasis against claims for personal injury liability,
Oincluding, without limitation, bodily injury, death or property damage liability with a limit of
not less than One Million Dollars ($1,000,000.00) for each single occurrence with a $3 Million
Dollar ($3,000,000)aggregate, and $1 Million Dollar ($1,000,000) for each person injured.
XI.3 Insurance Policies. All insurance policies effecting any insurance required to be
obtained by or on behalf of Tenant under this Lease shall (a) be issued by insurers qualified to do
business in the State.of California.(b) other than policies for worker's compensation, reflect as
either named or additional insureds; Landlord, Tenant, any Mortgagees, the officers of the City of
Petaluma, its officials, employees, volunteers.; and any other Entities designated by Landlord and
having an insurable interest; and (c) shall constitute primary coverage as to any accident or
occurrence without regard to any other insurance of Landlord and (e) insurance' policies required
by this Article shall be issued by insurers with an AAA+ rating.
XI.4 Notice of Cancellation, Each of the insurance policies: required to be obtained and
maintained "under this Article XI (other than policies for worker's compensation) shall provide
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Ordinance 2162 N.C.S. Page 14
that the insurer may not cancel or refuse to renew the policywithout giving Landlord and any
Mortgagees thirty (30) days' prior written notice.
XI.5 Addificinal Policies. Either Landlord or Tenant may obtain and maintain policies of
insurance other than those required to be obtained and maintained by Tenant hereunder;
provided, however, that any policy shall comply with'the provisions applicable to insurance
policies obtained and maintained under this Article XI.
XI.6 Proof of Policies. ,Tenant shall furnish proof of all insurance` policies obtained and
maintained under this Article to Landlord on Landlord's required forms. Proof of insurance by
Tenant shall beprovided to Landlord upon execution of Lease and copies of all renewals of
insurance policies shall be sent automatically to the City_ Clerk or the Risk Manager, as directed
by the Landlord.
ARTICLE XII
XII.1 Matters Ind emni- J Against. The Tenant agrees to defend, with counsel acceptable
to Landlord, indemnify and Bold harmless, to the full extent permitted by law, the Landlord, its
officers, employees, and agents, from and against any claims, damages, losses, liabilities,
judgments, costs, or expenses (collectively "claims") occurring on the Premises, or arising ffom
the Tenant's use of the Premises"(whether occurring on or about- the Premises), except those
claims arising from the established sole negligence or willful misconduct of the Landlord.
ARTICLE XIH
XIII.1 Events of Default-, Each term, covenant, and provision of this Lease is and shall be
construed to be a condition to the continuance of Tenant's rights hereunder, and unless. otherwise
provided to the contrary elsewhere in this Lease, upon breach of any condition, the Landlord may
declare this. Lease in default and 'give written,notice to the. Tenant and its Leasehold Mortgagee to
cure such default within sixty (60) days. Tenant shall then be obligated to cure such default, and
if the default is of a nature not reasonably curable within sixty (60) days, then to proceed with
due diligence to cure the default and to diligently prosecute and effect such cure,. which shall be
completed no later than one hundred eighty (180) days from the written notice to cure. Upon
failure to cure •within such allotted time, Landlord may terminate Tenant's right hereunder and at
its option may extend his rights to a new lessee. In any event, as to a default requiring more than
sixty (60) days to cure, the grace period for cure shall be at least sixty .(60) days from the date of
notice to cure.
XIH.2 nntibns -Available to Landlord iloon Tenant's Default. In the event Tenant
should default and this Lease should be terminated or, in the event this Lease should otherwise be
terminated other than bypr`oceedings in eminent domain, and the Premises have. not been taken
V 6-1 -
Ordinance 2162 N.C.S. Page 15
ordamaged, and if the Premises is subject to deed of trust to a Leasehold Mortgagee to cover
financing initiated by Tenant, then the Landlord shall enter into a new lease with the Mortgagee
if the Mortgagee exercises its right to do so as specified in Section VIII.6. If the Mortgagee does
not exercise its right to demand a new lease, the Landlord shall have the following options in the
order listed:
(a) In the event Tenant is no longer in tenancy, then Landlord shall have the
option of assuming the duties and responsibilities ofTenant including the right to receive
all Rents together with the obligation to pay the financing according to its terms.
(b) In the event no one assumes the duties and responsibilities of Tenant to
pay the Rent and of managing the Land subject to this Lease then, in such event, the Land
shall.revert to the Landlord and the Landlord shall havethe right to declare this Lease
void and of no further force or effect and to take any necessary action, to preserve and
project its interest in the.real property and to continue, if possible, the various uses and
Subtenants instituted by Tenant.
XIII.3 Tan dlord's DefauIt...Landlord shall in no event be charged with default in the
performance of any of its obligations hereunder unless and until Landlord shall have failed to
perform such obligations within sixty (60) days after receipt of written notice to Landlord from
Tenant properly specifying which obligations Landlord has failed to perform. In the event -any
such obligation is not reasonably susceptible of being cured within said sixty-day period, then
Landlord shall not be charged with default unless Landtord;fails to commence the work of curing
such default within said sixty-day period and fails thereafter to diligently prosecute such work to
completion.
XIIIA Landlord's Rigbi-to Perform. Upon Tenant's failure to perform any obligations
hereunder, including, without -limitation, payment of Tenant's insurance premiums and charges
of contractors who have supplied materials or labor to the Premises, Landlord shall have the right
to perform such obligations of Tenant on'behalf of Tenant and/or to make payment on behalf of
Tenant to such parties. Tenant -..shall- reimburse Landlord the reasonable costs of Landlord's
performance of such obligations on. Tenant's behalf within thirty (30) days following receipt of
written demand therefore from Landlord.
ME
Ordinance 2162 N.C.S. Page 16
ARTICLE XIV
XIV.1 ('Tram. Landlord,hereby grants to Tenant one (1.) option to extend the Lease for
twenty (20) years ("Extension Option") on the same terms, covenants and conditions as provided
for in the Lease during the initial Term (Option Term)..
XIV.2 Exercise. The Extension Option must be exercised, if at all, by written notice
("Extension Notice") delivered by Tenant to Landlord no later than ninety (90) days prior to the
expiration of the.initial Term of the Lease. The Extension Option shall, at Landlord's sole
option, not be deemed to be properly exercised.:if, at the time such Extension Option is exercised
or on the scheduled Lease Date ;for the Option'Term, Tenant has (i)' committed an uncured event
of default whose cure period has expired pursuant to Article XIII of the Lease.. Provided Tenant
has properly and timely exercised the Extension Option, the Term of the Lease shall be extended
by the Option Term, and all terms, covenants and conditions of the Lease shall remain
unmodified and in full force and effect.
ARTICLE XV
XV.1 Tars. Tenant recognizes and understands that this Lease may create a
possessory interest subject to property taxation and that. this Lease maybe subject to'the
payment of property taxes levied on such interest. During the term of this Lease, Tenant
agrees to pay, if and when due, to the proper authority any and all taxes, assessments and
similar charges on the premisesin effect at the Lease Date or which become effective
thereafter, including all possessory interest taxes. Tenant shall not permit any such taxes,
charges or other assessments to become a defaulted lien on the Premises, or the
Improvements .
XV.2 Relation. Neither this Lease nor any agreements or transactions contemplated
hereby shall in any respect be interpreted, deemed or construed as constituting, Landlord and
Tenant as partners or joint venturers, one. with the other, or as creating any partnership, joint
venture, association or other relationship other than that oflandlord and Tenant; and both
Landlord and Tenant agree not to make any contrary assertion, contention; claim or counterclaim
in any action, suit or other legal proceeding involving either Landlord or Tenant or the subject
matter of this Lease.
XV.3 Notice. Each Notice shall be in writing and shall be deemed to have been
properly given or served bypersonal, delivery or by the deposit of such with the United States
Postal Service, or any official successor thereto, designated as registered or certified mail, return
receipt requested, bearing adequate postage and addressed as hereinafter provided. Each Notice
shall be effective upon'being personally delivered or deposited as aforesaid. The time period in
V 6-1
Ordinance 2162 N.C.S. Page 17
which a response to any such Notice must be given or any action taken with respect thereto,
however, shall comrnence to run from the date of personal- delivery or receipt of the Notice by the
addressee thereof, as reflected on the return receipt of the Notice. Rejection or other refusal to
accept or the inability to deliver, because of changed address or status of which no'.Notice was,
given shall be deemed to be receipt of the Notice sent. By giving to the other party at least thirty
(30) days' Notice thereof, either party to this Lease (as well as any Leasehold Mortgagee) shall
have the right from time. to time during the term of this Lease to change the address(es) thereof
and to specify as the address(es) .thereof any other address(es),.within the continental United
States of America. All Notices shall.be addressed, if to Landlord, to Landlord's address, if to
Tenant, to Tenant's address, and;if to Leasehold Mortgagee(s),, to the most recent address(es)
furnished to Landlord in writing by the Leasehold Mortgagee(s)..At the date of the lease,
Landlord's address is: City of Petaluma, PO Box 61, Petaluma, CA 94953; and the Tenant's
address is: Committee on the Shelterless, PO Box 2744, Petaluma, CA 94953.
XV.4 S .v .rability of Pro -visions. If any term or provision of this Lease, or the
application thereof to any Entity or circumstance, shall be invalid or unenforceable, the
remainder of this Lease, or the application of such.term or provision to Entities or circumstances
other than those as to which it is invalid or unenforceable, shall not be affected thereby.
XV.5 Entire Agreement - Amendment. This Lease constitutes the entire agreement of
Landlord and Tenant with respect to the subject matter hereof: Neither this Lease nor any
provision hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
XV.6 Tenmincln-gv. All personal pronouns used in this ,Lease shall include all other
genders. The singular shall includethe plural and the plural shall include the singular. Titles of
Articles, Sections and Subsections in this Lease are for convenience only and neither limit nor
amplify the provisions of this Lease, and.all references in this Lease to Articles or Sections shall
refer to the corresponding Article or Section of this Lease unless specific reference is made to the
articles, sections or other' subdivisions of another document or instrument.
XV.7 Snccesso'rs and Assigns. This Lease shall inure to the benefit of and be binding
upon Landlord and Tenant and their respective heirs, executors, legal representatives, permitted
successors and assigns. Whenever in this Lease a reference to any Entity is made, such reference
shall be deemed to include a reference to the heirs, executors, legal representatives, successors
and assigns of such Entity.
XV.8 GnveminjZ Law. This Lease and the obligations of the parties hereunder shall be
interpreted, construed and enforced in accordance with the laws of the State of California.
XV.9 Counterparts! This Lease may be executed in any number of -counterparts, each of
which;shall be deemed to be an original and, all of which together shall comprise but a single
instrument.
V 6-1
Ordinance 2162 N.C.S. Page 18
. XV.10 Time is of the Essence. Time is of the essence of this Lease, and of each
provision hereof.
XV.11 Right of First Refiisal_ If at any time within during the Term, Landlord desires
to sell, lease or otherwise transfer all or part of its interest in the Land and Landlord receives a
bona fide offer for the same which Landlord wishes to accept, Tenant shall have a right of first
refusal with respect to the Property upon similar terms and conditions offered to the Landlord or
reasonably agreed -to by the parties.
V 6-1
Ordinance 2162 N.C.S. Page 19
IN WITNESS WHEREOF; ;Landlord and Tenant have executed this Lease, on the date(s)
set forth below, as of the Lease Date.
Landlord: City of Petaluma
�' E I
By: �1&cic(
P'gnature
ich-ac % Ric ►n1an
PIName
lei V a- sac,
Title
10-31-03
Date
ADDroved as to form:
P'�a k -4 6. " _' -
Lisa A. Goldfien
Assistant City Attorney
STATE OF CALIFORNIA
)ss.
County of Sonoma
Tenant: Committee On The Shelterless, a
California nonprofit public benefit corporation
Title
4 b/- � U3
Date
On b ,before me, (�tw (r, P k e M A , Notary Public,
personally appeared Mi e Bierman, personally knownto me (or proved to me on the basis of
satisfactory evidence) to be the person(s) who is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity"(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature- SEAL
GAYLE PETERSEN
Commission # 1314145
z ' Notary Public California
Alameda County
My Comm. Eiepites Aug 1,8, 2005
V 6-1
Ordinance 2162 N.C.S. Page 20
STATE OF CALIFORNIA )
)ss.
County of Sonoma )
On Qe,�< ,,,7, 9000 , before me, /14,i—!1j4A11VE 5-ver0 , Notary Public,
personally appeared TI-IAI iF�O,eS , personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) who is/ar-e subscribed to the
within instrument and acknowledged to me that he/4ey executed the same in his/herfthtir
authorized capacity( es), and that by his/her-4heir signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and'official.seal.
Signature��� _ SEAL
agrmt (fmk)
10/15/03
MARPANNE SACCO
Commission# 12B7270 6;14i� I
Notary PubHC - Cali ORO
Sonoma County
WC-rLBesD=1'%ZD4
3.�
V 6-1
Ordinance 2162 N.C.S. Page 21
EXHIBIT "A
LEGAL DESCRIPTION
SITUATE IN THE STATE OF .CALIFORNIA; COUNTY OF SONOMA AND CITY OF PETALUMA.
A PORTION OF THE LANDS OF THE CITY OF PETALUMA, A MUNICIPAL CORPORATION AS
DESCRIBED INDEED RECORDED,IN BOOK 444 OFFICIAL RECORDS AT PAGE 9, SONOMA
COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT AN UNTAGGED THREE-QUARTER; INCH IRON PIPE MARKING THE
SOUTHWESTERLY CORNER OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 600 OF
MAPS AT PAGE 32, SONOMA COUNTY RECORDS; THENCE SOUTH 20°29' 29"WEST, 90.85 FEET
TO A POINT ON THE SOUTHERLY"LINE OF HOPPER STREET BEING THE POINT OF BEGINNING
OF THE HEREIN DESCRIBED PARCEL; THENCE SOUTH 12° 47`''40" WEST, 193.47 FEET; THENCE
SOUTH 77° 12' 20" EAST;.246.77 FEET; THENCE NORTH 12° 00' 52" EAST, -194.12 FEET TO THE
SOUTHERLY LINE OF HOPPER STREET THENCE ALONG SAID LINE ° NORTH 77° 21' 20" WEST, 244.13
FEET TO THE POINT OF BEGINNING.,
CONTAINING 1.09 ACRk-S; (47;565 SQUARE FEET) MOREOR LESS:
BASIS OF BEARING OF THIS DESCRIPTION IS THE AFOREMENTIONED RECORD OF SURVEY.
EXPIRATION DATE 12/31/06
J..
NO. 6368
EXP. 12-31-W
r� N
STEVEN J. LAFRANCHI & ASSOCIATES
CIVIL ENGINEERS'- LAND SURVEYORS
. PETALUMA MARINA BUSINESS CENTER
775 BAYWOOD DRIVE, SUITE 312, PETALUMA, CA 94954
TEL 767-762-3122 FAX 707-762-3239
026091D2
Ordinance 2162 N.C.S. Page 22
E. Clark Thompsor
Mayol
Janice Caller -Thompson
,Michael Healy
Matt Maguire
Bryant Moynihan
Slike O'Brien
Pamela Torliatt
Councilmembers
Communtn, Development
Department
I I English Street
Petaluma, CA 94932
Planning Division
Phone (707) 778-4301
Fax (707) 778-4498
E-Mail
planning"Bci:peialuma.ca us'
Building Division
Phone (707)�778-4302
Fax (707) 778-4498
E-ASail
building(aci. petal uma. ca. us
Housing Division
Phone (707) 778-4301
Fax (707) 7784498
E-Mail
housing@ci.peialumo.ca.us
1Z
EOUAL HOUSING
OPPORTUNITY
r _ w OF
P _ o'_ a j_ e:
POST OFFICE Box 61
PETALUMA, CA 94953-0061
September 4; 2002
EXHIBIT B
CONIDIT'IONAL USE PERMIT
Mr. John Records
COTS
1500 Petaluma Boulevard South
Petaluma, CA 94952
RE: Conditional Use Permit for the Mary Isaac Center (CUP02005)
9.00 Hopper Street
APN 007-170-008
Dear Mr. Records:
Your application for a conditional use permit to allow construction and operation
of a year-roundhomeless shelter for single adults, including transitional housing,
on City -owned property at the Petaluma Corporation Yard has been approved.
This approval is based on the following findings and subject to the following
conditions of approval.
Findings
1. Pursuant to the California Environmental Quality Act (CEQA) the
Planning ,Division staff has conducted an Initial Study of potential
environmental impacts which identified potential impacts to the
environment in terms of utilities/infrastructure, air quality, cultural
resources and visual quality/aesthetics. Mitigation measures to avoid,
substantially reduce or compensate for the enviromnental impacts have
been identified and have been agreed to by the applicant and/or
incorporated into the project.
2. The proposed project is consistent with the General Plan in that the
specific uses allowed in the Industrial land use designation are determined
by the zoning designation. The Light Industrial zoning district allows
public and quasi public uses as conditionally permitted uses. The
proposed project is consistent with the General Plan objectives to provide
housing opportunities for persons of all economic levels and to cooperate
with agencies providing temporary shelter" for the homeless and those in
crisis.
Ordinance 2162 N.C.S.
Page 23
Mr. John Records
Page Three
September 4, 2002
shall prohibit the City from participating in a defense`of`any claim, action, or proceeding if
the City bears its own attorney's fees and costs, and the City defends the action in, good faith.
Within fourteen (14) calendar days following the date of a decision of the Community
Development Director, the decision may be appealed to the Planning Commission by the
applicant or by any other interested party. If no. appeal is. made within that time, the. decision
shall be final. An appeal shall be addressed to the Planning Commission in writing and shall be
filed with the City Clerk. The appeal shall state specifically the ,grounds for the appeal and the
relief sought by the appellant. Said appeal shall be accompaniedby the appeal fee as specified by
Resolution 92-251 N.C.S. as adopted by the City Council..
In any case wherea conditional use permit has not been used within one (1) year after the date of
granting thereof, the permit shall be revoked unless thirty (30) days- prior to the one (1) year
expiration date, renewal of the permit for an additional period of not more than one (1) year shall
be approved by the Zoning Administrator (Director). If after the one (1) year extension period
has expired, a conditional use permit has not been used, then without further action the permit
shall be revoked and be null and void.
If you have any questions regarding this letter, please feel free'to contact me at. (707) 778-4301.
Sincerely,
Betsi "Lewitter
Project Planner.
c: Bonne Gaebler, Housing Administrator
Chaney A. Delaire, Burbank Housing Development Corporation, 3432 'Mendocino
Avenue, Santa Rosa, CA 95403
Craig Spaulding, City Engineer
KodamaDiseno, Architects and Planners, 1701 Montgomery Street, San Francisco, CA
94111
File CUP02005
S:p Ian d ept/I etters/COTSc up
Ordinance 2162 N.C.S. Page 24
EXHIBIT C
TRANSITIONAL. HOUSING
HUD REQUIREMENTS
DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS (Declaration) dated as of
October 6, 2002, by Committee on the Shelterless (Recipient), its successors and assigns, is
given to the United States Department of Housing and Urban Development (HUD).
RECITALS
WHEREAS, the Recipient submitted an application _for a Supportive Housing Grant to
HUD dated as of May 3, 2001; and was awarded said Grant by HUD in the amount of
$400,000.00
WHEREAS, the Recipient entered into a SupportiveHousing Grant Agreement (the
"Agreement") with HUD for Project Number CAOIB.104004 dated as of December 12, 2001;
and
WHEREAS, pursuant to the Agreement, the Recipient is obligated to (acquire)
(construct) (rehabilitate) and operate a Multi -Services Facility (Mary Issak Center) housing.
project on property described in Exhibit A, hereto (the "Property"), in which 33 beds are to be
maintained and operated as supportive Transitional Living Program as defined by the
Agreement; and
WHEREAS, the McKinney-Vento Homeless Assistance Act, 42 USC §§ 11381 et seq.
("ACT") imposes use and repayment -requirements on projects receiving. acquisition,
rehabilitation and new construction funding; and .
WHEREAS, the. Recipient is required by the Agreement to cause to be executed an
instrument in recordable form which obligates the Recipient its successors and assigns, to
operate and maintain the supportive housing in accordance with the Agreement, the ACT, and
HUD regulations as provided for in the Agreement; and
WHEREAS, the Recipient under this Declaration intends, .declares and covenants that the
restrictive covenants set -forth herein shall be and are covenants running with the Property for the
Ordinance 2162 N.C.S. Page 25 —
.,.
r
deed`or other instrument hereafter executed conveying the Property or portion thereof provides
that'such conveyance is subject to this Declaration.
7. The invalidity:of any clause; part or provision of this Declaration shall not affect
the validity of the remaining portions thereof.
IN WITNESS WHEREOF, the Recipient.has caused this Agreement to be signed
by its duly authorized representatives, as of the day and year first above written.
STATE OF�Jff�)
COUNTYOF4'E" ))ss.
On
foregoing
RECIPIENT
By '�"
'v"if1Wt� 200)
the c �T LAE
and acknowledged said instrument on
This Document was drafted by-
U.S. Department ofHousing
and Urban Development
920 Second Avenue: South
Minneapolis, MN 55402-4012*
public,
, named in the
— 1_AUREEN F LFWGOT
r r.-« COMM. 1,315725 9
U -�,,'� ` J NOT;RY PU6LIS C UFORNIA 0
-s r SONOMA C'UN Y
14y Comm. Expires Aug. 27. `'005
Ordinance 2162 N.C.S.
Page 26