HomeMy WebLinkAbout2007/01/09 Item 8
CITY COUNCIL
AGENDA STATEMENT
January 9, 2007, Item "
ITEM TITLE:
RESOLUTION APPROVING A LEASE AGREEMENT
WITH HTH LEARNING TO LEASE 8 ACRES OF CITY-
OWNED LAND TO DEVELOP A CHARTER HIGH
SCHOOL AND ENVIRONMENTAL RESEARCH CENTER,
WITH AN OPTION TO DEVELOP A CHARTER MIDDLE
SCHOOL ON 2.7 ACRES, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREEMENT .:xI
ACTING DIRECTOR OF CO~ITY DEVELOPMENT ~i
INTERIM CITY MANAGER d {
SUBMITTED BY:
REVIEWED BY:
4/5THS VOTE: YES D NO 0
BACKGROUND ,
HTH Learning is a private nonprofit organization overseeing the development' and operation
of the facilities that house High Tech High schools. High Tech High is a charter high school
design model, emphasizing small school size, small classes, personalized project-based
learning, real-world immersion, and performance-based assessment. HTH Learning
currently operates a total of seven high, middle and elementary schools, with six in San
Diego and one school in northern California.
Representatives of HTH Learning approached City staff over one year ago to discuss
locating one or more High Tech High schools in Chula Vista. Staff and HTH Learning
believe that the best location for a campus is on City-owned land within the City's
University Park and Research Center (see Attachment I). Staff has negotiated a lease
agreement with HTH Learning to develop High Tech High Environmental and a related
environmental research center on an 8-acre site. The lease provides for ap option for HTH
Learning to develop High Tech Middle Environmental on approximately2.7 acres adjacent
to the high school. The lease agreement also acknowledges a potential second option that
will allow 8TH Learning and the City to negotiate the right to lease an additional six acres
to develop three additional High Tech High schools on a site to be determined within the
ultimate development of the University Park and Research Center (upRC).
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance
with the California Environmental Quality Act (CEQA) and has determined that there is no
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January 9, 2007, Item~
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possibility that the activity in question may have a significant effect on the environment;
therefore, pursuant to Section l506l(b)(3) of the State CEQAGuidelines the activity is not
subject to CEQA. Thus, no environmental review is necessary.
RECOMMENDATION
Adopt the resolution approving a lease agreement with Hm Learning to lease 8 acres of
City-owned land to develop a charter high school and environmental research center, with
an option to develop a charter middle school on 2.7 acres, and authorizing the City Manager
to execute said agreement.
BOARDS/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
High Tech High began in 2000 as a single charter high school launched by a coalition of San
Diego business leaders and educators concerned by the city's shortage of qualified high-tech
workers. It has evolved into a nationally recognized school development organization with
a growing portfolio of innovative charter schools that are designed to ensure that all students
graduate well prepared for college, work, and citizenship. High Tech High creates a
personalized, project-based learning environment where students are known well and
challenged to meet high expectations.
The proposed lease agreement proposal will allow the development of an environmentally
focused high school and related environmental research facility on an eight-acre site. The
lease will be for an initial term of 50 years, with two 25-year options for the nominal rate
of $1 per year. The agreement requires HTH Learning to receive all necessary approvals
from the City and all other appropriate agencies, including, but not limited to a
Conditional Use Permit (CUP). The approval of the lease agreement does not approve
the project itself. The City retains its sole and unfettered discretion to approve or
disapprove any future discretionary actions that may come before the City. If HTH
Learning fails to get all necessary approvals, the lease will become null and void.
The lease agreement also allows for one additional option, which will allow for an
environmentally focused middle school on approximately 2.7 acres directly east of the
high school site. The lease also acknowledges the desire of the High Tech High Learning
to potentially pursue a second option to negotiate for the development of up to three
additional schools on a maximum of six acres within the ultimate development of the
City's UPRC project. The options can only be exercised once High Tech High
demonstrates that they have the fmancial capacity and student demand to build and
operate the additional schools.
It is anticipated that the first option would be exercised within the next one to two years.
When completed, the high and middle schools will have approximately 900 students and
65 faculty and staff. The second option is a long-term proposal, and is not contemplated
for approximately three-six years.
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January 9, 2007, Item~
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High Tech High Environmental (HTHE) and High Tech Middle Environmental (HTME)
will be small, academically rigorous, public charter schools based on the HTH design
principals of personalization, adult-world connection, and common intellectual mission.
The primary goals of HTHE and HTME will be to:
. Provide students with relevant academic and workplace skills, preparing graduates for
rewarding lives in an increasingly technological and global society.
. Increase the number of low-income and minority students who succeed in high school
and postsecondary education and who become productive members and leaders in the
high-technology industry.
The focus on global environmental issues at HTHE and HTME will be reflected not only in
the curriculum of each school, but also in the design and function of the school facilities.
The design will utilize two green building guides to benchmark the "green-ness" of the High
Tech High schools. The two green building guides to be used as benchmarks are the US
Green Building Council's LEED rating system and the Collaborative for the High
Performance Schools Best Practices System. Each of these systems incorporates sustainable
products, water efficiency, energy and atmosphere, materials and resources and indoor air
quality. It has been proposed that the school be entirely energy autonomous and serve as a
paragon for environmental education with the hope that the school will receive the highest
possible certification on the LEED rating system.
HTHE and HTME will be located on City-owned land within the University Park and
Research Center. The proposed schools' academic mission and research facilities will
provide future collaboration and research opportunities with the National Energy Center for
Sustainable Communities, which will also be located at the UPRC, as well as future
academic partners within the campus. The proposal by High Tech High is strategically
aligned with the goals and objectives of the UPRC and the City of Chula Vista, and will
enhance the efforts of the City to develop the UPRC. Staff has also worked with the
Planning Department and project consultants to ensure the proposed site will not preclude or
interfere with the overall development of the UPRC. The lease agreement also requires
HTH to cooperate with the City and its academic partners in all future planning and
development of the UPRC.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this action.
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January 9, 2007, Item-A--
Page 4 of 4
FISCAL IMP ACT
The proposed project will not have an impact on the City's General Fund. As a result of the
lease agreement, the applicant has made a deposit of approximately $8,400 to cover staff
time for the processing of the CUP and related environmental review for their proposal. The
nominal lease rate proposed by staff is $1 per year. High Tech High Learning will be
responsible for all c<:,sts associated with the development and'maintenance of their facility.
The lease structure will allow the City to retain long-term ownership and control of the
property. The lease structure is consistent with the anticipated financial structure of the
entire UPRC project.
ATTACHMENTS
I. Vicinity Map
Prepared by: Craig Ruiz, Principal Community Development Specialist, Community Development Dept.
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COUNCIL RESOLUTION NO. 2007-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A LEASE AGREEMENT WITH
HTH LEARNING TO LEASE 8 ACRES OF CITY-OWNED
LAND TO DEVELOP A CHARTER HlGH.SCHOOL AND
ENVIRONMENTAL RESEARCH CENTER, WITH AN OPTION
TO DEVELOP A CHARTER l\1IDDLE SCHOOL ON 2.7
ACRES, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID AMENDMENT
WHEREAS, High Tech High Learning is a recognized public benefit corporation
providing certain educational programs, services and/or other related services, programs and
activities to the general public, including the citizens of the City;
WHEREAS, HTH Learning has developed and operates seven charter high, middle and
elementary schools in San Diego and northern California; and
WHEREAS, HTH Learning approached the City of Chula Vista about developing High
Tech High Environmental, High Tech Middle Environmental and an environmental research
facility within the City of Chula Vista; and
WHEREAS, City staff and HTH Learning believe that the best location for High Tech
High Environmental and High Tech Middle Environmental is within the City's University Park
and Research Center; and
WHEREAS, the academic mission and environmental research facility of the proposed
schools are aligned with the strategic goals and objectives of the University Park and Research
Center; and
WHEREAS, staff has negotiated a lease agreement with High Tech High Learning to
develop High Tech High Environmental, High Tech Middle Environmental and an
environmental research facility; and
\VHEREAS, the City and HTH Learning agree that there may be a community benefit to
having additional High Tech High schools in addition the two schools contemplated in this
agreement, and that said additional schools could be located within the University Park and
Research Center; and
WHEREAS, City hereby acknowledges said educational programs, services and/or
activities provided by High Tech High Learning are valuable consideration received from High
Tech High Learning in return for its use of said real property in accordance with the terms,
covenants, conditions and provisions contained within the lease agreement and incorporated
herein; and
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Resolution No. 2007-
Page 2
WHEREAS, the City has reviewed the proposed activity for compliance with the California
Environmental Quality Act (CEQA) and has determined that there is no possibility that the activity
in question may have a significant effect on the environment; therefore, pursuant to Section
l506l(b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental review is necessary.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it hereby approves the Lease Agreement between the City of Chula Vista and HTH
Learning to develop and operate the High Tech High Environmental and an environmental
research center, with an option to develop High Tech Middle Environmental on City-owned
property with in the City's University Park and Research Center, and authorize the City Manager
to sign said agreement.
Presented by
Approved as to form by
Ann Hix
Acting Director of Community
Development
J:\COMMDEV\RESOS\2007\OHJ9-07\High Tech High.doc
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
o?;d~, LL-t
/ Moore
City Attorney
Dated:
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I ~
Property Lease Agreement
Between the City of Chula Vista and HTH Learning
for Property at the Southeast Comer of the Future Intersection of
Discovery Falls and Hunte Parkway (APN 643-070-10)
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PROPERTY LEASE AGREEMENT
BY AND BETWEEN
TEE CITY OF CHULA VISTA
AND
HTH LEARNING
FOR THE LEASE OF CITY OWNED REAL PROPERTY
LOCATED AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE ~~ HUNTE PARKWAY (APN 643-070-10)
DATED
January 9, 2007
8-8
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-tl70-10)
THIS LEASE AGREEMENT is executed between the CITY OF CHULA VISTA, a municipal
corporation, hereinafter called "City", and HTH LEARNING, a qalifornia non-profit public benefit
corporation, hereinafter called "Lessee".
RECIT ALS
WHEREAS, City is owner of the real property described herein;
WHEREAS, the City and the Lessee intend to enter into an agreement that will allow for the
development of up to five High Tech High charter schools and an environmental research center on property
within the City's University Park and Research Center; and
WHEREAS, this lease agreement will allow for the development of High Tech High environmental
high school and an environmental research center on eight (8) acres of City-owned land, as more precisely
described below; and
WHEREAS, this lease agreement will consider High Tech High's option to lease approximately two
additional acres adjacent to High Tech High environmental high school to develop and operate a second High
Tech High school on City-owned land, as more precisely described below; and
WHEREAS, the City and Lessee agree that there is a community benefit to having additional High
Tech High schools in addition the two schools contemplated in this agreement, and that said additional schools
could be located within the University Park and Research Center; and
WHEREAS, at such time that the Lessee can demonstrate to the satisfaction of the City ofChula Vista
that they have both the [mancial capacity and educational demand to construct additional schools, the City and
High Tech High will negotiate in good faith to allow High Tech High to develop up to three additional schools
on a maxinlUm of six acres within the ultimate development of the University Park and Research Center; and
WHEREAS, Lessee is a recognized public benefit corporation providing certain educational programs,
services and/or other related services, programs and activities to the general public, including the citizens of the
City; and
WHEREAS, City hereby acknowledges said educational programs, services and/or activities provided
by Lessee as valuable consideration received from Lessee in return for its use of said real property in
accordance with the terms, covenants, conditions and provisions contained herein below; and
\VHEREAS, the Lessee partners with the business community to provide educational programs and
work experience for its students, and intends to continue the practice of partnering with the business
community in the schools considered in this agreement; and
WHEREAS, City will consider in good faith a request by Lessee for a Reimbursement Agreement for
any oversizing of infrastructure improvements which benefit the University Park and Research Center.
1
8-9
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-<)70-10)
WHEREAS, this Lease supercedes all prior written and/or oral agreements, statements or other matters
regarding said real property by and between City and Lessee. .'
AGREEMENT
NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
SECTION 1: USES
1.01 Premises. City hereby leases to Lessee, and Lessee takes and hires from City, subject to conditions
hereinafter expressed, that certain real property, together with the buildings, improvements and appurtenances
to be constructed and erected thereon by Lessee, situated in the City of Chula Vista, County of San Diego,
State of California, generally known as HTH University Park, as outlined and delineated on Exhibit "A"
attached hereto and by this reference made part of this Lease ("Development Plan"). Said real property is
hereinafter called the "Demised Premises". The Demised Premises consists of approximately eight (8) acres.
In addition, City hereby grants to Lessee the option to expand the Demised Premises ("Expansion Option") to
include the following additional real property situated in the City ofChula Vista, County of San Diego, State of
California: the fIrst expansion area ("Expansion Area") consisting of approximately two (2) adjacent acres, as
outlined and delineated on the Development Plan. Lessee may exercise the Expansion Option for the First
Expansion Area by delivering written notice to City on or before January 1,2011. If Lessee exercises the
Expansion Option, then the Expansion Area will become a part of the Demised Premises.
If, at such time after the frrst Expansion Option is exercised, the Lessee demonstrates to the City that they have
both the fInancial capacity and educational demand to construct additional schools, then Lessee may contact
the City in writing on or before January 1, 2014 and the City and High Tech High will negotiate in good faith
to allow High Tech High to develop up to three additional schools on a maximum of six acres within the
ultimate development of the University Park and Research Center If and when this event occurs, the City and
the Lessee agree to conduct further environmental review, as necessary.
1.02 Uses. It is expressly agreed that the Demised Premises is leased to Lessee solely and exclusively for
the purpose of constructing, erecting, installing, maintaining and operating public educational facilities,
appurtenances, and providing educational and other related activities and programs to the general public, the
elements of which are shown and described in said Exhibit "A." Any addition, alteration, deletion, deviation or
removal of said facilities and appurtenances made to accommodate a change in use of the facilities shall fIrst be
approved by the Chula Vista City Council. Lessee shall be allowed to make alterations, additions, and
improvements as it deems necessary for the operation of public educational facilities and related activities and
programs.
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CITY OF CffiLA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEAfu'lING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
Lessee covenants and agrees to use the Demised Premises for the above-specified purposes and to diligently
pursue said purposes throughout the term hereof. Failure by Lessee to meet the construction schedule contained
in Section 6.02 of this Lease, to continuously use the Demised Premises'for said purposes (subject to Section
8.05), or the use thereof for purposes not expressly authorized herein: which failure continues beyond the
applicable notice and cure period, shall be grounds for the termination of this Lease by City.
Notwithstanding the above, the City Council of the City of Chula Vista has not reviewed or approved the
project referred to herein. Nothing contained within this document shall be construed as a representation that
the City will ultimately approve the project. Further, the City retains full discretion as to all matters as required
bylaw.
1.03 Related Discretionarv Actions. By the granting of this Lease, neither City nor the Chula Vista City
Council is obligating itselfto any other governmental agent, board, commission, or agency with regard to any
other discretionary action relating to development or operation of the Demised Premises. Discretionary action
includes, but is not limited to rezoning, variances, conditional use permits, environmental clearances or any
other governmental agency approvals which may be required for the development and operation of the
Demised Premises. Failure to obtain all necessary approvals by the City or any other required agency consistent
with the time frames set forth in Exhibit A shall result in the termination of this Lease.
1.04 Ouiet Possession. Lessee shall at all times during the term peaceably and quietly have, hold and enjoy
the Demised Premises.
1.05 Reservation. City reserves the right to allow the use of other City owned land in the proximity of the
Demised Premises by other educational providers as set forth in Section 8.04 of this Lease. However, City
shall not unreasonably or materially interfere with Lessee's use of the Demised Premises.
1.06 Parkin!!. The parking areas, roadways and means of ingress and egress to and from the adjoining
public roads shall be substantially as shown on Exhibit "A." Lessee, its employees, students, invitees and all
those having business with it, shall have the right to use the parking areas, roadways and means of ingress and
egress to and from the adjoining public roads. Neither the City nor Lessee shall charge for the parking of
vehicles in the parking areas. There shall, at all times, be parking areas designated for Lessee's employees.
1.07 Reimbursement for Oversized Infrastructure. City will use reasonable efforts to cause other parties
to enter into a reimbursement agreement for any oversized facilities.
SECTION 2: TERc'VI
2.01 Commencement. The term of this Lease shall be fifty (50) years commencing on the date this Lease
is approved by the Chula Vista City Council. However, should the City Council not approve the ultimate
development of the site, the lease shall become null and void, and no damages or liabilities shall result.
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CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
2.02 Renewal Ootion. At the end of the initial term of this Lease, Lessee has the option to renew this
agreement for two (2) additional and successive twenty-ilVe-(25) year period. This option may be exercised
by providing written notice to the City at least one hundred and eighty (lllO) days prior to the expiration of the
term or renewal period of this Lease. The renewal of this Lease as provided hereunder shall require the
approval of the Chula Vista City Council. The Chula Vista City Council retains full and unfettered discretion
as to all matters associated with the potential renewal of this agreement.
2.03 Holdover. Lessee shall have no rights of holding over after expiration or termination of this Lease.
The occupancy of the Demised Premises by Lessee after the expiration or termination of this Lease constitutes
a month-to-month tenancy. In the event of a holdover by Lessee, City shall have the right to terminate the
holdover tenancy at will.
2.04 Ouitclaim of Lessee's Interest. On termination of this Lease for any reason, Lessee shall deliver to
City a quitclaim deed in recordable form quitclaiming all its rights in and to the Demised Premises. On
termination of this Lease for any reason, Lessee or its successor in interest shall deliver the same within five (5)
days after receiving written demand therefor. City may record such deed only on the expiration or earlier
termination of this Lease.
2.05 Surrender of Demised Premises. At the expiration or earlier termination of this Lease, at the City's
sole discretion and option, the Lessee shall either surrender the Demised Premises, including all buildings,
replacements, changes, additions, and improvements constructed or placed by Lessee thereon, except all
personal property, equipment, machinery, trade fixtures and temporary installations installed by Lessee, to City,
or shall deliver the site free and clear of all structures and improvements to the City.
Lessee shall have the right to place and install personal property, trade fIXtures, equipment and other temporary
installations in and upon the Demised Premises, and fasten the same to the Demised Premises. All personal
property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Lessee at the
commencement of the Lease term or placed or installed on the Demised Premises by Lessee thereafter, shall
remain Lessee's property free and clear of any claim by City ("Lessee's Property"). Lessee shall have the right
to remove the same at any time during the term of this Lease provided that Lessee shall repair, at Lessee's
expense, all damage to the Demised Premises caused by such removal.
Lessee shall deliver to City all plans, records, registers, and other papers and documents reasonably required
for the proper maintenance of the Demised Premises. Lessee shall surrender the Demised Premises free and
clear of all subtenancies, liens and encumbrances caused by Lessee.
2.06 Termination. This Lease may be terminated by the City in the event the Lessee fails to operate the
schools as intended or the failure to provide the intended improvements to the Demised Premises as described
in Exhibit A within the time frames indicated in Section 6.02 of this Lease, and such failure continues beyond
the applicable notice and cure period.
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8-12
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRNE AND HUNTE PARKWAY (APN 643-070-10)
Lessee, for itself and its successors and assigns, agrees that during the occupancy and use of the Subject
Premises, Lessee will, with respect to its development and operation of the Subject Premises, comply with Title
VII of the Civil Rights Act of1964, as amended; the Civil Rights Act of 1991; the California Constitution; the
California Fair Employment and Housing Act; the Americans with Di~abilities Act of 1990; and any other
applicable federal, state, or local laws and regulations now existing or hereinafter enacted, requiring equal
employment opportunities or prohibiting discrimination. This shall include without limitation, laws and
regulations prohibiting discrimination because of race , color, religion, sex, national origin, ancestry, physical or
mental disability, veteran status, medical condition, marital status, age, sexual orientation, pregnancy, or other
non-job related criteria. In complying with all such laws, including without limitation the Americans with
Disabilities Act of 1990, and regulations promulgated thereunder, Lessee shall be solely responsible for such
compliance and required programs, and there shall be no allocation of any such responsibility between City and
Lessee.
Lessee's compliance with this Section is an express condition hereof, and any failure by Lessee to so comply
and perform shall be a default as provided in this Lease, and Lessor may exercise any right as provided herein,
and as otherwise provided by law. City shall not be liable, monetarily or in any other way, to Lessee for
exercising its rights to terminate this Lease.
SECTION 3: RENT
3.01 Rent. City hereby agrees that the construction, operation and maintenance of the improvements to be
made on the Demised Premises by Lessee, the establishment of a public charter school at the Demised
Premises are valuable consideration received from Lessee, that the provision of such public charter school
shall constitute all the rent to be paid by Lessee for its use of the Demised Premises in accordance with the
terms, covenants, conditions and provisions of this Lease. Lessee shall not be required to pay any monetary
rent to City for its use and occupation of the Demised Premises. For convenience only, consideration as set
forth in this Section 3 may be referred to as rent.
3.02 Annual Pro!!ram Report. As additional consideration, Lessee shall be required to make available to
the City, upon request, copies of the annual audit required under the California Education Code.
3.03 Insoection of Records. Lessee agrees to make any and all records and accounts pertaining to Lessee's
compliance with this Lease available to City for inspection at all reasonable times. These records and accounts
will be made available by Lessee at the Demised Premises. Lessee shall maintain all such records and accounts
for a minimum period of five (5) years. The provisions of this Section 3.03 shall survive the expiration or
termination of this Lease.
SECTION 4: ASSIGNMENT
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8-13
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRNE AND HUNTE PARKWAY (APN 643-1)70-10)
4.01 Time is of Essence: Provisions Bindinl! on Successors. Time is of the essence of all of the terms,
covenants and conditions of this Lease and, except as otherwise provided herein, all of the terms, covenants
and conditions of this Lease shall apply to, benefit and bind the successors'and assigns of the respective parties,
jointly and individually. However, City or Lessee shall incur no liability'to the other with respect to and shall
not be responsible for any failure to perform any of such party's obligations hereunder if such failure is caused
by any reason beyond the reasonable control of such party including, but not limited to, strike, obtaining of
permits or approvals, governmental rule, regulations, ordinances, statutes or interpretation, or by fire,
earthquake, civil co=otion, or failure or disruption of utility services ("Force Majeure"), The amount of time
to perform any of a party's obligations shall be extended by the amount of time such party is delayed in
performing such obligation by reason of any Force Majeure occurrence whether similar to or different from any
of the foregoing types of occurrences; provided, however, in no event will an extension of time be permitted
for any delays due to financial inability to perform.
4.02 Assil!nment and Sublettinl!. Except to schools that are governed within the family of corporations
operated by HTH Learning and to outside entities providing educational and related services that are
supplemental to HTH's educational programs, Lessee shall not assign this Lease, or any interest therein
without City's prior written consent. Lessee shall be permitted without consent to assign this Lease or to sublet
the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, to schools that are
governed within the family of corporations operated by HTH Learning and to outside entities that are providing
educational and related activities that are supplemental to HTH's programs. The supplemental and related
activities and programs may include, but are not limited to, pre-school, childcare, adult-education, food
services, tutoring, sports, research, performing arts, and fundraising. A consent to assignment, subletting,
occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. Except as permitted above, any such assignment or subletting
without such consent shall be void.
Approval of any assignment or sublease shall be conditioned upon the assignee or sublessee agreeing in writing
that it will assume or be subject to the rights and obligations thereby assigned or subleased and that it will keep
and perform all covenants, conditions and provisions of this agreement which are applicable to the rights
acquired.
4.03 Encumbrance. Subject to prior written consent by City, which shall not be unreasonably withheld,
Lessee may encumber this Lease, its leasehold estate and its improvements thereon by deed of trust, mortgage,
chattel mortgage or other security instrument to assure the payment of indebtedness of Lessee, upon the
express condition that the net proceeds of such loan. or loans be devoted exclusively to the purpose of
developing and/or improving the Demised Premises. However, a portion of the loan proceeds may be disbursed
for payment of incidental costs of construction, including but not limited to the following: off-site
improvements for service of the Demised Premises; on-site improvements; escrow charges; premiums for
hazard insurance, or other insurance or bonds required by City; title insurance premiums; loan costs such as
discounts, interest and commissions; and architectural, engineering and attorney's fees and such other normal
expenses incidental to such construction.
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8-14
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST COR'iER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
Any subsequent encumbrances on the Demised Premises shall also be for the exclusive purpose of
development of the Demised Premises; provided, however, after the Demised Premises are completed in
accordance with the Development Plan, proceeds from refmancing or from such subsequent encumbrances
may be used for any purpose. .
In the event any such approved deed of trust or mortgage or other security type of instrument should at any
time be in default and be foreclosed, or transferred in lieu of foreclosure, the City will accept the approved
mortgagee or beneficiary thereof; as its new tenant under this Lease with all the rights, privileges and duties
granted and imposed in this Lease.
Upon prior written approval by City, which will not be unreasonably withheld, said mortgagee or beneficiary
may assign this Lease to its nominee. Any deed of trust, mortgage or other security instrument shall be subject
to all of the terms, covenants and conditions of this Lease and shall not be deemed to amend or alter any of the
terms, covenants or conditions hereof.
4.04 Defaults and Remedies.
a. Default. In the event that Lessee shall default in the performance of any covenant or
condition required by this Lease to be performed by Lessee and shall fail to cure said default within thirty (30)
days following written notice thereof from City; or if any such default is not reasonably curable within thirty
(30) days, shall fail to commence to cure the default(s) within said thirty (30) day period and diligently pursue
such cure to completion, then City may, at its option, without further notice or demand upon Lessee or upon
any person claiming rights through Lessee, immediately terminate this Lease and all rights ofLessee and of all
persons claiming rights through Lessee to the Demised Premises or to possession thereof; and City may enter
and take possession of the Demised Premises.
In the event that there is a deed of trust, mortgage or other security interest on Lessee's leasehold interest, City
shall give the mortgagee or beneficiary written notice of the default(s) complained of, and the same mortgagee
or beneficiary shall have thirty (30) days from such notice to cure the default(s) or, if any such default is not
curable within thirty (30) days, to commence to cure the default(s) and diligently pursue such cure to
completion. The thirty-day period will be extended during such time as mortgagee or beneficiary or other party
is pursuing its foreclosure or other remedies against Lessee.
b. Lender Rights. Should the default(s) be not curable by Lessee, then any lender holding a
interest in the leasehold permitted by Section 4.03, shall have the absolute right to substitute itselfto the estate
of Lessee hereunder. If such mortgagee or beneficiary shall give notice in writing of its election to so substitute
itself within the thirty-day period after receiving written notice by City of the default, and the default, if
curable, is cured by such mortgagee or beneficiary, then this Lease shall not terminate pursuant to the default.
In that event, City expressly consents to the substitution and authorizes the mortgagee or beneficiary to perform
under this Lease with all the rights, privileges, and obligations of Lessee, subject to cure of the default, to the
extent reasonably possible, by mortgagee or beneficiary. Lessee expressly agrees to assign all its interest in and
to its leasehold estate to mortgagee or beneficiary in that event.
7
8-15
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRNE AND HUNTE PARKWAY (APN 643-070-10)
c. Abandonment. If Lessee has breached the Lease beyond the applicable notice and cure period
and abandoned the Demised Premises, this Lease shall terminate upon such abandonment, and City may
enforce all its rights and remedies hereunder, including but not limited, to the right to reenter upon the
Demised Premises and take possession of all buildings, improvements, equipment and appurtenances thereto,
provided that Lessee shall have the right to remove Lessee's Property.
d. Waiver. Any waiver of a default is not a waiver of any other default. Any waiver of a default
must be in writing and be executed by the City Manager in order to constitute a valid and binding waiver.
Delay or failure to exercise a remedy or right is not a waiver of that or any other remedy or right under this
Lease. The use of one remedy or right for any default does not waive the use of another remedy or right for the
same default or for another or later default. City and Lessee specifically agree that the property constituting the
Demised Premises is City-owned and held in trust for the benefit of the citizens of the City ofChula Vista and
that any failure by the City Manager or City staff to discover a default or take prompt action to require the cure
of any default shall not result in an equitable estoppel, but City shall at all times, subject to applicable statute of
limitations, have the legal right to require the cure of any default when and as such defaults are discovered or
when and as the City Council directs the City Manager to take action or require the cure of any default after
such default is brought to the attention of the City Council by the City Manager or by any concerned citizen.
4.05 Eminent Domain. If all or part of the Demised Premises is taken through condemnation proceedings
or under threat of condemnation by any public authority with the power of eminent domain, the interests of
City and Lessee (or beneficiary or mortgagee) will be as follows:
a. Total Taking. In the event the entire Demised Premises are taken, this Lease shall terminate
on the date of the transfer of lit Ie or possession to the condemning authority, whichever first occurs.
b. Partial Taking. In the event of a partial taking, if, in the opinion of Lessee the remaining part
of the Demised Premises is unsuitable for Lessee's operation, this Lease shall terminate on the date of the
transfer of title or possession to the condemning authority, whichever first occurs.
In the event of a partial taking, if, in the opinion of Lessee the remainder of the Demised Premises is suitable
for Lessee's continued operation, this Lease shall terminate in regard to the portion taken on the date of the
transfer of title or possession to the condemning authority, whichever fITst occurs, but shall continue for the
portion not taken.
c. A ward. All monies awarded in any such taking shall belong to City, whether such taking
results in diminution in value of the leasehold or the fee or both; provided, however, Lessee shall be entitled to
any award attributable to the taking of or damages to Lessee's Property or Lessee's then remaining leasehold
interest in installations and improvements of Lessee. City shall have no liability to Lessee for any award not
provided by the condemning authority.
d. Transfer. City has the right to transfer City's interests in the Demised Premises in lieu of
condemnation to any authority entitled to exercise the power of eminent domain. If a transfer occurs, Lessee
shall retain whatever interest it may have in the fair market value of any improvements placed by it on the
Demised Premises in accordance with this Lease.
8
8-16
CITY OF CHULA VISTA PROPERTY LEASE AGJREEML'IT WITH HTH LEAJR1<LNG
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRfVE AND HUNTE PARKWAY (APN 643-070-10)
e. No Inverse Condemnation. The exercise of any City right under this Lease shall not be
interpreted as an exercise of the power of eminent domain and shall not impose any liability upon City for
inverse condemnation.
SECTION 5: INSURANCE RISKS/SECURITY
5.01 Indemnitv..
Lessee shall defend, indemnifY, protect and hold harmless the City, its elected and appointed officers and
employees ("City Parties"), from and against all claims for damages, liability, cost and expense,including
without limitation attorneys fees, ("Claims") arising out of or alleged by third parties to"be the result of the
negligent acts, errors or omissions or the willful misconduct of the Lessee, and Lessee's employees,
subcontractors or other persons, agencies or fnms for whom Lessee is legally responsible in connection with
the use of the Demised Premises, including but not limited to expenses incurred in legal actions, death, injury,
or damage to the extent caused directly or indirectly by:
a. Condition. Any unsafe or defective condition in or on the Demised Premises of any nature
whatsoever which may exist by reason of any act, omission, neglect, or any use or occupation of the Demised
Premises by Lessee; or
b. Operation. Any operation, use, or occupation conducted on the Demised Premises by Lessee;
or
c. Negligence. Any act, omission, or negligence on the part of Lessee, its employees, agents,
sub lessees, invitees, licensees; or
d. Compliance. Any failure by Lessee to comply or secure compliance with any of the Lease
terms or conditions.
However, Lessee shall not be required to relieve, indemnifY, protect, or save any of the City Parties for any
Claims arising from the sole willful misconduct of the City Parties, any Claims arising prior to the date of this
Lease or any Claims relating to hazardous substance or materials present on, under or near the Demised
Premises prior to the Date of this Lease.
5.02 Insurance. Lessee must procure insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the Lessee's operation and use of the leased premises. The
insurance must be maintained for the duration of the contract. The cost of such insurance shall be borne by the
Lessee.
Minimum Scope of Insurance
Coverage must be at least as broad as:
9
8-17
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
1. Insurance Services Office Commercial General Liability coverage (occurrence Form CGOOO 1)
2. Workers' Compensation insurance as required by the State of California and Employer's Liability
Insurance, if applicable. .
3. Property insurance against all risks of loss to any tenant improvements or betterments, if
applicable.
Minimum Limits ofInsurance
Lessee must maintain limits no less than:
1. General Liability:
(Including operations, products
and completed operations, as
applicable.)
2. Workers' Compensation
Employer's Liability: where
applicable
3. Property Insurance
$1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability insurance with a general-'
aggregate limit is used, either the general aggregate limit must apply
separately to this project/location or the general aggregate limit must be
twice the required occurrence limit.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
Full Replacement Cost with no coinsurance penalty provision, where
applicable
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the
City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the
City, its officers, officials, employees and volunteers; or the Lessee will provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
Other Insurance Provisions
The general liability, and where appropriate, the Worker's Compensation policies are to contain, or be
endorsed to contain, the following provisions:
1. The City ofChula Vista, its officers, officials, employees, agents, and volunteers are to be named
as additional insureds with respect to liability arising out of ownership, maintenance or use of that
part of the premises leased to the lessee. The General liability Additional Insured coverage must
be provided in the form of an endorsementto the Lessee's insurance using ISO CG201 0 (10/01)
or its equivalent.
10
8-18
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNlNG
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND IillNTEPARKWAY (APN 643-070-10)
2. For any claims related to a project, the Lessee's insurance coverage must be primary insurance as
it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or
self-insurance maintained by the City, its officers, officials; employees, or volunteers is wholly
separate from the insurance of the lessee and in no way relieves the lessee from its responsibility
to provide insurance.
3. Each insurance policy required by this clause must be endorsed to state that coverage will not be
canceled by either party, except after thirty (30) days' prior written notice to the City by certified
mail, return receipt requested.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional
insured in any case where an agreement to indemnifY the additional insured would be invalid
under Subdivision (b) of Section 2782 of the Civil Code.
5. Lessee's insurer will provide a Waiver of Subrogation in favor of the City for each required policy
providing coverage during the life of this contract.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a
current A.M. Best's rating of no less than A V. If insurance is placed with a Surplus Lines insurer, insurer
must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A; X. Exception may be made for the State Compensation Fund when not
specifically rated.
Verification of Coverage
Lessee must furnish the City with original certificates and amendatory endorsements effecting coverage
required by this clause. The endorsements should be on forms provided by the City or on insurance industry
forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements
are to be received and approved by the City before work commences. The City reserves the right to require, at
any time, complete, certified copies of all required insurance policies, including endorsements evidencing the
coverage required by these specifications.
Accident Reports
Lessee shall make available to City upon request a report of any accident causing more than TEN
THOUSAND DOLLARS ($10,000) worth of property damage or any serious injury to persons on the Demised
Premises. This report shall contain, to the extent available, the names and addresses of the parties involved, a
statement of the circumstances, the date and hour, the names and addresses of any witnesses and other
pertinent information.
11
8-19
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE P ARKW A Y (APN 643-1)70-10)
Failure to Comply
If Lessee fails. or refuses to take out and maintain the required insurance, or fails to provide the proof of
coverage, City has the right to obtain the insurance. Lessee shall reimbt)Tse City for the premiums paid with
interest at the maximum allowable legal rate then in effect in California. 'City shall give notice of the payment
of premiums within thirty (30) days of payment stating the amount paid, names of the insurer(s) and rate of
interest. Said reimbursement and interest shall be paid by Lessee on the first (1st) day of the month following
the notice of payment by City.
5.03 Waste. Damal!e. or Destruction. Lessee agrees to give notice to City of any fire or other damage 1:hat
may occur on the Demised Premises within ten (10) days of such fire or damage. Lessee agrees not to commit
or suffer to be committed any waste or injury or any public or private nuisance.
SECTION 6: IMPROVEMENTS/ALTERATIONS/REPAIRS
6.01 Acceptance of Demised Premises. By signing this Lease, Lessee represents and warrants that it has
independently inspected the Demised Premises and made all tests, investigations, and observations necessary to
satisfy itself of the condition of the Demised Premises. Lessee agrees it is relying solely on such independent
inspection, tests, investigations, and observations in making this Lease. Lessee further acknowledges that the
Demised Premises are in the condition called for by this Lease, that City has performed all work with respect to
the Demised Premises, and that Lessee does not hold City responsible for any defects in the Demised Premises.
6.02 1m provements/ Alterations. Lessee may make any improvements or alterations to or on the Demised
Premises in connection with its permitted use under this Lease.
This Lease is executed with the understanding and agreement that Lessee is obligated to construct and make
certain improvements to the Demised Premises. Lessee covenants and agrees that the buildings, facilities,
improvements and appurtenances thereto must be constructed and paid for wholly at the expense of Lessee.
Before commencing the construction of any improvements on the Demised Premises, Lessee agrees that they
will obtain fmancing and received all applicable governmental approvals, and upon request, it will furnish
evidence, satisfactory to City, that it has arranged for fmancing so that at all times there will be available to
Lessee sufficient funds to pay for the cost of construction of the proposed improvements.
a. Construction Documents. Lessee, at its own expense, shall cause plans and specifications to
be prepared for the improvements to the Demised Premises. Upon request, Lessee shall make available for
City inspection, a copy of any written construction agreement with a State of California, licensed general
contractor which Lessee proposes to execute (or, if no general contractor will be used, a copy of each proposed
written agreement with the various subcontractors).
12
8-20
CITY OF CHULA VISTA PROPERTY LEASE AGREEME:-IT WITH liTH LEARNING
FOR PROPERTY AT THE SOUTHEAST COR,""ER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRNE Al'ID HUNTE PARKWAY (APN 643-070-10)
b. Construction. After receiving all applicable discretionary approvals and building permits,
Lessee shall diligently pursue construction of the improvements. Lessee will use reasonable efforts to
commence such construction on or before January 1,2009. Subject to F.brce Majeure, if Lessee shall neglect,
fail or refuse to commence its work as aforesaid and thereafter neglects; fails or refuses to diligently proceed
with and complete its work, then, subject to the notice and cure period set forth in Section 4.04, City may
declare this Lease cancelled and of no further force and effect.
If Lessee exercises the Expansion Option(s), Lessee will use reasonable efforts to commence construction of
the improvements for the First Expansion Area on or before January 1, 2013. Subject to Force Majeure, if
Lessee shall neglect, fail or refuse to commence its work on either Expansion Area as aforesaid and thereafter
neglects, fails or refuses to diligently proceed with and complete its work, then, subject to the notice and cure
period set forth in Section 4.04, City may declare that the Expansion Area is no longer part of the Demised
Premises and this Lease shall be cancelled and of no further force and effect for that Expansion Area although
it will remain in effect for the Demised Premises.
c. Completion Documents. Within ninety (90) days of receiving the certificate of
occupancy for the improvements, Lessee shall keep on record for City's inspection:
(1) A statement of completion by the architect who supervised the construction, which shall state
that all work, has been completed substantially in accordance with the approved plans and specifications.
(2) Copies of the certificate of occupancy, or any equivalent permit or certificate which any
governmental authority may require.
d. As-Built Plans. Within ninety (90) days of receiving the certificate of occupancy for the
improvements, Lessee shall furnish and submit to City a reproducible set of plans showing the as-built
condition of all improvements made to, in or upon the Demised Premises and certified by the plan's preparer
that the as-built conditions are depicted accurately.
6.03 Entry and Inspection. City reserves and shall always have the right to enter said Demised Premises
during reasonable times after reasonable prior notice to Lessee for the purpose of viewing and ascertaining the
condition ofthe same, or to protect its interests in the Demised Premises, or to inspect the operations conducted
thereon. City shall comply with all reasonable security requirements of Lessee. In the event that such entry or
inspection by City discloses that said Demised Premises are not in a safe, healthy, and sanitary condition, and if
Lessee does not cure such matter within ten (10) days after written notice to Lessee (or, ifsuch matter cannot
be reasonably cured with such period, such longer period as may be reasonably necessary so long as Lessee
diligently proceeds to cure the matter), City shall have the right to have any necessary maintenance or repair
work done at the expense of Lessee, and Lessee hereby agrees to pay promptly any and all costs incurred by
City in having such necessary maintenance or repair work done, in order to keep said Demised Premises in a
safe, healthy, and sanitary condition. Failure ofthe Lessee to pay all costs incurred by the City within thirty
(30) days ofreceiving notice of such cost shall be deemed a material breach and the City may terminate this
Lease Agreement.
13
8-21
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE P ARKW A Y (APN 643-070-10)
6.04 Maintenance. Lessee agrees to assume full responsibility and cost for the operation and maintenance
of the Demised Premises throughout the term of this Lease. Lessee will maintain the Demised Premises in
compliance with all applicable health and safety laws, ordinances, ru1es and regulations of gove=ental
agencIes.
6.05 Utilities. Lessee agrees to order, obtain, and pay for all utilities and services and installation charges
in connection with the development and operation of the Demised Premises.
6.06 Liens. Lessee shall at all times save City free and harmless and indemnify City against all claims for
labor and materials in connection with Lessee's operations, improvements, alterations, or repairs on or to the
Demised Premises and the costs of defending against such claims, including reasonable attorney's fees.
If improvements, alterations, or repairs are made to the Demised Premises by or on behalf of Lessee, and a lien
or notice of lien is filed, Lessee shall within fifteen (15) days of such filing either:
a. Take all actions necessary to record a valid release of lien; or
b. Record a bond sufficient to remove the effect of the lien from the Demised Premises.
6.07 Taxes. Lessee agrees to pay, before delinquency, all real property taxes and assessments, if any,
assessed or levied upon Lessee or the Demised Premises, including the land, any buildings, structures,
machines, equipment, appliances, or other improvements or property of any nature whatsoever erected,
installed, or maintained by Lessee or levied by reason of the business or other Lessee activities related to the
Demised Premises, including any licenses or permits. However, the City acknowledge that Lessee asserts it is
exempt from such taxes.
6.08 Si!!ns. Lessee agrees not to erect or display any banners, pennants, flags, posters, signs, decorations,
marquees, awnings, or similar devices or advertising that are prohibited by laws, ordinances, rules or
regulations. If any such unauthorized item is found on the Demised Premises, Lessee agrees to remove the item
at its expense within 24 hours notice thereof by City, or City may thereupon remove the item at Lessee's cost.
F allure of the Lessee to pay all costs incurred by the City within thirty (30) days of receiving notice of such
cost shall be deemed a material breach and the City may terminate this Lease Agreement.
6.09 Ownershio of Imorovements and Personal ProDertv.
a. Title in the portion of the Demised Premises consisting of land shall at all times remain in
City. Lessee will retain ownership of the buildings, improvements, and fixtures bought or constructed or
placed on the Demised Premises until the expiration or termination of this Lease. Lessee's interests in the
Demised Premises shall not ripen into a fee ownership. In addition, Lessee shall at all times be the owner of
Lessee's Property.
14
8-22
CITY OF CHULA VISTA PROPERTY LEASE AGREEME~T WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLSDRlVE AND HUNTE PARKWAY (APN 643-070-10)
b. Per Section 2.05 above, to the extent the improvements, structures and installations made by
Lessee are not in useable condition, Lessee shall remove all such improvements, structures and installations as
directed in writing by City at Lessee's sole cost on or before Lease expiration or termination. If Lessee fails to
remove any improvements, structures, and installations as directed, Lessee agrees to pay City the actual and
reasonable cost of any removal.
c. Lessee's Property shall be removed by Lessee by the date of the expiration or termination of
this Lease. Any said items which Lessee fails to remove within thirty (30) days after written notice will be
considered abandoned and become City's property free of all claims and liens, or City may, at its option,
remove said items at Lessee's expense.
d. If any removal of Lessee ' s Property results in damage to the remaining improvements on the
Demised Premises, Lessee agrees to repair such damage or pay for repairs conducted by City, at City's option.
SECTION 7: GENERAL PROVISIONS
7.01 Notices.
a. Any notice required or permitted to be given hereunder shall be in writing and may be served
personally or by United States Mail, postage prepaid, addressed as follows:
To Lessee:
HTH Learning
2861 Womble Road
San Diego, CA 92106-6025
Attn: Chief Operating Officer and General Counsel
To City:
City of Chula Vista
City Manager
276 Fourth Avenue
Chula Vista, CA 91910
and to any mortgagee, trustee, or beneficiary as applicable, at such appropriate address designated in writing by
the respective party.
b. Any party entitled or required to receive notice under this Lease may by like notice designate
a different address to which notices shall be sent.
15
8-23
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
7.02 Comoliance with Law. Lessee shall at all times in the construction, maintenance, occupancy, and
operation of the Demised Premises comply with all applicable laws, statutes, ordinances, and regulations of
City, County, State, and Federal Governments relating to Lessee's use, at Lessee's sole cost and expense,
whether or not said laws are expressly stated or referred to herein. .
7.03 City Aooroval. The approval or consent of City, wherever required in this Lease, shall mean the
written approval or consent of the City Manager unless otherwise specified, without need for further resolution
by the City CounciL The City Manager shall be the City's authorized representative in the interpretation and
enforcement of all work performed in connection with this Lease. The City Manager may delegate authority in
connection with this Lease to the City Manager's designee(s).
7.04 Interpretation of Lease. The interpretation, validity and enforcement of the Lease shall be governed
by and construed under the laws of the State of California. The Lease does not limit any other rights or
remedies available to City. Nothing contained in this Lease shall be deemed or construed to create the
relationship of principal and agent or of partnership or of joint-venture or of any association whatsoever
between City and Lessee, it being expressly understood and agreed that neither the computation of rent nor any
other provisions contained in this Lease nor any act or acts of the parties hereto shall be deemed to create any
relationship between City and Lessee other than the relationship of landlord and tenant.
The reference contained to successors and assigns of Lessee is not intended to constitute a consent to
assignment by Lessee, but has reference only to those instances in which City may have given written consent
to a particular assignment.
This Lease shall inure to the benefit of and be binding upon the parties hereto and their respective legal
representatives, successors and permitted assigns.
7.05 Nondiscrimination. Lessee covenants by and for itself and any successors in interest (and each Lessee
successor) that there shall be no discrimination against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status, physical or mental disability or medical condition,
national origin or ancestty in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall Lessee itself or any person claiming under or through it establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sub lessees or vendees of the Property. The foregoing covenants shall run with
the land.
A. All deeds, leases or contracts with respect to the Demised Premises shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through them, that there shall be no discrimination against or segregation
of, any person or group of persons on account of sex, marital status, race, color, creed, religion,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the land herein conveyed, nor shall the grantee itself or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or segregation with reference to the
16
8-24
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in
the land herein conveyed. The foregoing covenants shall run with the land."
2. In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through them, and this lease is made and accepted upon and subject to the
following conditions:
That there shall be no discrimination against or segregation of any person or group of persons, on
account of sex, marital status, race, color, creed, religion, national origin or ancestry in the leasing, subleasing,
renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or
any person claiming under or through it, establish or permit such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the land herein leased."
3. In contracts: "There shall be no discrimination against or segregation of any person or group
of persons on aCCbunt of sex, marital status, race, color, religion, creed, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the
transferee itself or any person claiming under or through it, establish or permit any such practice or
practices of discrimination or segregation with Reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sub lessees or vendees of the land."
7.06 Partial Invaliditv. Should any term, covenant, condition, or provision herein be found or deemed to
be invalid, void, or unenforceable by a court of competent jurisdiction, the Lease shall be construed as not
containing such provision, and all other provisions which are otherwise lawful shall remain in full force and
effect, and to this end the provisions of this Lease are severable.
7.07 Le2al Fees. In the event of any litigation regarding this Lease, the prevailing party shall be entitled to
an award ofreasonable legal costs, including court and attorney's fees.
7.08 Number and Gender. Words of any gender used in this Lease shall include any other gender, and
words in the singular number shall include the plural, when the tense requires.
7.9 Captions. The Lease outline, section headings, and captions for various articles and paragraphs shall
not be held to defme, limit, augment, or describe the scope, content, or intent of any or all parts of this Lease.
The numbers of the paragraphs and pages of this Lease may not be consecutive. Such lack of consecutive
numbers is intentional and shall have no effect on the enforceability of this Lease.
17
8-25
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLSDRNE AND HUNTE PARKWAY (APN 643-070-10)
7.10 Entire Understandinl!. This Lease contains the entire understanding of the parties and supercedes any
and all prior written and/or oral agreements, statements or other matters by and between City and Lessee
regarding the Demised Premises. Lessee, by signing this Lease, agrees that there is no other written or oral
understanding between the parties with respect to the Demised Premis~s. Each party has relied on its own
examination of the Demised Premises, advice from its own attorneys, and the warranties, representations, and
covenants of the Lease itself. Each of the parties in this Lease agrees that no other party, agent, or attorney of
any other party has made any promise, representation, or warranty, whatsoever which is not contained in this
Lease.
The failure or refusal of any party to read the Lease or other documents, inspect the Demised Premises, and
obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or
claim that might have been based on these actions. No modification, amendment, or alteration of this Lease
will be valid unless it is in writing and signed by all parties.
7.11 Additional Instruments to be Executed. The parties shall execute and deliver any instruments in
writing necessary to carry out any agreement, term, condition, or assurance in this Lease whenever occasion
shall arise and reasonable request for such instruments shall be made.
SECTION 8: SPECIAL PROVISIONS
8.01 Ancillary Uses and Services. No additional services, other than those provided under Section 1.02 of
this Lease, shall be provided by Lessee from or at the Demised Premises, except as may be approved in writing
by City.
8.02 Continued Occupancy. Lessee covenants and agrees to, and it is the intent of this Lease that the
Lessee shall, continuously and uninterruptedly during the term of the Lease, occupy and use the Demised
Premises for the purposes herein above specified, except (i) for closures consistent with the operation of a
school, (ii) for closures during periods of remodeling, alterations, additions and/or repairs and (iii) while the
Demised Premises are untenantable by reason offrre, flood, or other unavoidable casualty, and, in that event,
City shall be promptly notified by Lessee.
8.03 Hazardous Substances. No goods, merchandise or material shall be kept, stored or sold in or on the
Demised Premises which are in any way explosive or hazardous in violation of applicable laws; and no
offensive or dangerous trade, business or occupation shall be carried on therein or thereon. No machinery or
apparatus shall be used or operated on or about the Demised Premises which will in any way injure the
Demised Premises or improvements thereon, or adjacent or other Demised Premises, or improvements thereon,
or to persons. However, nothing contained in this section shall preclude Lessee from bringing, keeping or
using on or about the Demised Premises such materials, supplies, equipment and machinery in connection with
its permitted use of the Demised Premises. Open flame welding or burning, gasoline, or other fuel storage
except in small quantities in connection with the use of the Demised Premises is expressly prohibited without
prior written consent of the City.
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CITY OF CHULA VISTA PROPERTY LEASE AGREElVlENT WITH HTH LEARNING
FOR PROPERTY AT THE SOUTHEAST COR.'iER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY (APN 643-070-10)
8.04 Exclusivitv. Except for the rights granted to Lessee pursuant to this Lease, Lessee shall not have the
exclusive right to provide educational services at The University Park and Research Center. Lessee is aware
that other educational facilities currently exist, and/or in the future may e:tist, and operate in close proximity to
the Demised Premises, which provide or may provide educational services and activities.
SECTION 9: SIGNATURES
9.01 Sil!nature Pal!e. The individuals executing this Lease represent and warrant that they have the right,
power, legal capacity and authority to enter into and to execute this Lease on behalf of the respective legal
entities of the Lessee and the City.
IN WITNESS WHEREOF the parties hereto for themselves, their legal representatives, heirs, executors,
administrators, successors, and assigns do hereby agree to the full performance of the covenants herein
contained and have caused this Lease to be executed by setting hereunto their signatures on the day and year
respectively written herein below.
CITY:
The City of Chula Vista
Date
BY:
ATTEST:
City Manager
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
BY:
BY:
City Clerk
City Attorney
LESSEE:
HTH Learning
BY:
" / '"
Lvtoc!v. _
BY: Cl2eJ
Title:
Date: ;/3/07
NOTARY ACK1'lOWLEDGEMENT OF LESSEE'S SIGNATURE(S) MUST BE ATTACHED
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Exhibit A, ETE Learning & C~ty of Chula Vista Lease
Agreement
Exhibit A: High Tech High University Park Development Plan
Overview
The proposed High Tech High University Park Campus includes development of two HTH schools and a
research center on approximately 10 acres. In Phase One (consisting of the original Demised Premises), an
environmentally-focused high school and research center will be developed on approximately eight (8) acres.
Phase Two (consisting of the First Expansion Area) will add a second HTH school on an additional adjacent
two (2) acres. There is the potential to develop up to three additional HTH schools, or two schools and a
school-related facility such as a performing arts center, gymnasium, .or a thematically-related learning
laboratory, on an additional six acres located within the ultimate development of the University Park and
Research Center.
Each school building will consist of classrooms, specialty labs, administration offices, a commons/dining area,
and supportlbuilding core facilities. Outside areas may include learning patios, plazas, walkways, dining
terraces, play yards including half basketball courts, green space, areas for drop off and pick-up, and parking
spaces for cars and bicycles. Lessee initially plans to operate each of the planned schools during the peak
period ofapproximately 8:30 AM to 4:00 PM, though the facilities will be used by faculty, staff, students, and
others before and after school hours and often on weekends and holidays as well. The start and end times for
the different schools may be staggered to minimi7e traffic congestion around drop-off andpick~up times.
Ancillary activities and programs such as, but not limited to, fundraising, athletic, preschool, childcare, adult
education, research, performing arts, and community events may take place on the campus before, during, or
after regular school hours and on weekends and holidays as well. The completed project will include significant
grading, landscaping, lighting, signage, pedestrian pathways, fencing, and retaining walls.
Parking and Allowable Dailv Trios (AnTs):
Lessee plans to meet the minimum requirements set forth in the Chula Vista Municipal Code for on-site
parking. AnTs assigned to the 10 acre property must be sufficient to meet the requirements for the sizes and
types of schools that Lessee develops on the campus.
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Print Date: 1/3/2007
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