HomeMy WebLinkAbout2018-01-09; City Council; Resolution 2018-001RESOLUTION NO. 2018-001
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING THE FIRST AMENDMENT TO THE LEASE
AGREEMENT WITH BIO, TECH, AND BEYOND, LLC AT 2351 FARADAY
AVENUE AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST
AMENDMENT.
EXHIBIT 1
WHEREAS, on January 29, 2013, the city entered into a five year lease agreement (Agreement)
with Bio, Tech, and Beyond, LLC, to lease and operate a community laboratory to serve as both a life
science start-up company incubator and as a science education center located 2351 Faraday Avenue
by Resolution No. 2013-029; and
WHEREAS, Bio, Tech, and Beyond has requested to exercise the first of their two, one year
extension options; and
WHEREAS, the city countered with an offer to amend the original extension term in the
Agreement from two, one year extensions to one, two year extension; and
WHEREAS, as consideration for increasing the duration of the extension term from one year to
two years, the city and Bio, Tech, and Beyond agreed to increase the annual rent from $1.00 to
$8,820 annually ($0.12 per square foot), bringing the revised monthly rent due over the term of this
two year extension to $735 per month; and
WHEREAS, the city and Bio, Tech, and Beyond agree to transfer the responsibility of trash
service to the Property from the city to Bio, Tech, and Beyond; and
WHEREAS, the market lease rate in the area for similar properties is approximately $0.95 per
square foot per month; and
WHEREAS, there is an economic development need to support the burgeoning life sciences
industry that stems from the strong presence of major life sciences companies in Carlsbad and more
specifically in the Carlsbad Research Center in which the property is located; and
January 9, 2018 Item #2 Page 4 of 26
WHEREAS, regional educational institutions support the presence of a biotechnology
incubator to serve and expand educational resources and life sciences businesses in the Carlsbad
community; and
WHEREAS, the City has determined that it is necessary and appropriate to enter into the
Agreement and extend the use of the building for life sciences incubation and community science
purposes in order to further support the life sciences industry and the biotechnology and science
education programs; and
WHEREAS, the continued commitment by the City of Carlsbad towards the life science cluster
provides a public benefit to the city of Carlsbad by providing a local option for North County scientists
to launch small businesses.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows that:
1. The above recitations are true and correct.
2. The city is entering into this Agreement at a below market lease rate of $0.12 per square
foot per month because there is a public benefit to the use. Bio, Tech, and Beyond
provides a local option for North County scientists to launch small businesses which
supports the life sciences industry. In addition, Bio, Tech, and Beyond provides for
biotechnology and science education programs. Bio, Tech, and Beyond supports the city's
established economic development & educational goals.
3. That the City Manager is hereby authorized to execute the Amended Lease Agreement
with Bio, Tech, and Beyond, LLC, attached hereto as Attachment A, and to act on behalf of
the City of Carlsbad in all future decisions and actions necessary to implement the
Amended Lease Agreement with Bio, Tech, and Beyond, LLC for use of city owned facilities
January 9, 2018 Item #2 Page 5 of 26
located at 2351 Faraday Aveune, and to do so in full compliance with the terms and
conditions expressed in the aforementioned Agreement and to the satisfaction of the City
Attorney.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 9th day of January 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
Hall, Blackburn, M. Schumacher, Packard.
C. Schumacher.
None.
M~
ATTEST:
BARBARA
{SEAL)
January 9, 2018 Item #2 Page 6 of 26
Premises, including (without limitation) trash collection, water, gas and electricity, and any and all
utility hook-up fees, connection fees, including sewer connection fees, and service and other charges
for the availability of any such utilities and services, supplied to or consumed in or upon the Premises
from and after the Effective Date and continuously thereafter throughout the Term, directly to the
supplier of such utilities and services. The City agrees to pay for landscaping charges for the term of the
Lease. Upon City's request, Lessee shall deliver to City copies of all bills for utilities supplied to the
Premises for the past twelve (12) month period within thirty (30) days after City's request.
5. Unless otherwise defined, or the context otherwise indicates, the terms as used herein have the
meaning defined in the Agreement. The provisions of this First Amendment shall control over any
inconsistent provisions of the Lease.
6. All provisions in the Agreement that are not addressed and amended in this First Amendment shall
remain in full force and effect, and are hereby ratified and reaffirmed.
7. The individuals executing this First Amendment each represent and warrant that they have the legal
power, right, and actual authority to bind Lessee to the terms and conditions of this First Amendment.
IN WITNESS WHEREOF, the parties hereto for themselves, their heirs, executors, administrators, successors,
and assigns do hereby agree to the full performance of the covenants herein contained and have caused this First
Amendment to be executed by setting hereunto their signatures on the day and year respectively written herein
below.
"CITY"
CITY OF CARLSBAD
APPROVED AS TO FORM:
By~~~
City Attorney
"LESSEE"
BIO, TECH, AND BEYOND, LLC
By: ~r,i~ .. w--=-v-,-k (A-----..,c..~~ul:+---
Name: __ J ________ (J,1--,l ~ ....... e ..... p_h.~S~et~e,~\A_5~V~n
By: ___________ _
Name: ___________ _
Title: _------.....,.l--+,,~ .......... (.,..._) ___ _ Title: -------------
Date: ~}~/_L-+-/_l __....,.._~ __ _ Date:
NOTARY ACKNOWLEDGEMENT OF LESSEE'S SIGNATURE(S) MUST BE ATTACHED
2 January 9, 2018 Item #2 Page 8 of 26
\
CITY OF CARLSBAD
LEASE AGREEMENT
PREMISES:
2351 Faraday Avenue
Carlsbad, CA 92008
Lessee:
Bio, Tech, and Beyond LLC
TERM: Five (5) Years
EXHh31T ::L
January 9, 2018 Item #2 Page 11 of 26
CITY OF CARLSBAD
LEASE AGREEMENT INDEX
1. DEFINITION OF TERlvfS ...................................................................................... 1
2. TERM ..................................................................................................................... 1
3. TERMINATION OF LEASE .................................................................................. 2
4. OPTIONS TO RENEW .......................................................................................... 2
5. VACATION OF PREMISES .................................................................................. 3
6. RENT ...................................................................................................................... 3
7. COST OF LIVING ADJUSTMENT. ...................................................................... 3
8. SECURITY DEPOSIT ............................................................................................. 3
9. UTILITIES PAYMENTS ........................................................................................ 3
10. TAXES, ASSESSMENTS, AND FEES ................................................................. 4
11. ACCEPTANCE AND MAINTENANCE ............................................................... 4
12. ALTERATIONS ........................................... ; ......................................................... 5
13. USE ......................................................................................................................... 5
14. OCCUPANCY, ASSIGNMENT AND SUBLETTING ....................................... ~
15. LESSEE'S GOALS ................................................................................................. 6
16. BENCHMARKING AND REPORTING ............................................................... 6
17. CONDUCT .............................................................................................................. 7
18. PETS .............................................................................................................. : ........ 7
19. NOTICES ................................................................................................................ 7 I 20. RIGHT OF INSPECTION .................................................................................. :.1-7
21. AUDIT ................ · .................................................................................................... 8
22. RIGHT TO SHOW PREMISES ............................................................................. 8
23. INSURANCE .......................................................................................................... 8 I 24. INDEMNIFICATION ......................................................................................... I 09-
25. NONDISCRIMINATION ........................ ; ..... : ...................................................... 10
26. HAZARDOUS AND/OR CONT AMINA TED SOIL AND MATERIAL ............ 10
27. LAW TO GOVERN; VENlJE .............................................................................. 10
28. SPECIAL PROVISIONS .................................................................................. 11-l{}
29. AMERICANS WITH DISABILITIES ACT (ADA) ........................................ 11.W
ii
January 9, 2018 Item #2 Page 12 of 26
LEASE AGREEMENT
This Agreement is made this 29 day of January, 2013.
Between: City of Carlsbad
And:
a chartered municipal corporation
1200 Carlsbad Village Drive
Carlsbad, California 92008
("City")
Bio, Tech, and Beyond LLC
a limited liability company
2351 4647 Park Drive
Carlsbad, CA 92008
(
11Lessee")
WHEREAS, City desires to rent to Lessee and Lessee desires to rent from City certain public
property located at 2351 Faraday Avenue in the City of Carlsbad, for the purpose of operating a
community laboratory to serve as both a life science start-up company incubator and as a science
education center. The Premises is defined below and fully described in Exhibit "A," which is
incorporated by this reference.
NOW THEREFORE, it is mutually agreed by and between City and Lessee as follows:
1. DEFINITION OF TERMS.
The following words in this Lease Agreement shall have the significance attached to them
in this clause unless otherwise apparent from their context.
a. "Lease" means this Lease Agreement.
b. ··Premises" means 2351 Faraday A venue, Carlsbad, California, which includes a
6,000 square foot building and parking as more fully described in Exhibit "A."
c. "Lessee" means the Bio, Tech, and Beyond LLC and does not include its heirs,
assigns, or successors-in-interest.
d. "Invitees" means any individual or organization who enters the Premises at the
express or implied invitation of Lessee.
2. TERM.
The term of this Lease shall be five (5) years, commencing on February 1, 2013.
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3. TERMINATION OF LEASE.
3. l Each party shall have the right to terminate this Lease without cause for any reason
by giving ninety (90) days prior written notice to the other party.
3.2 City shall have the right to terminate this Lease by giving seven (7) business days
prior written notice to Lessee for any of the following events:
3.2.1 Lessee's failure to comply with the folJowing cJauses in this Lease:
Acceptance and Maintenance, Paragraph 11
Alterations, Paragraph 12
Use, Paragraph 13
Occupancy, Assignment and Subletting, Paragraph 14
Conduct, Paragraph 17
Insurance, Paragraph 23
Americans with Disabilities Act (ADA), Paragraph 29
3.2.2 If the City discovers at any time during the lease term that the Lessee or any
other party has used, is using, or will use the Premises in an unlawful
manner or for an unlawful purpose, or in any manner that is inconsistent
with any provision of this Lease.
3.2.3 The Municipal Property Manager is authorized to terminate this Lease for
the City upon City Council direction.
4. OPTIONS TO RENEW.
Lessee shall have two (2) one (1) year options to renew this Lease upon City's written
consent. If Lessee desires to renew this Lease, Lessee shall provide written notice to City
of Lessee's intent to renew not less than sixty (60) days prior to the expiration of the initial _
Lease term or first renewal year. City shall respond to Lessee's renewal request in writing
within thirty (30) days of receiving such notice. City reserves the right to modify the rent
rate for each renewal year at the City Council's discretion.
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5. VACATION OF PREMISES.
5.1 Upon termination of this Lease for any reason, Lessee shall peaceably vacate, and
shall cause its Invitees to peaceably vacate, and deliver the Premises to City in the
same condition as Lessee found them upon its acceptance of the Premises
hereunder, excepting ordinary wear and tear, conditions caused by acts of God and
improvements made in accordance with Section 12 herein.
5.2 Upon such termination, Lessee shall immediately:
5.2.1 Arrange and pay for the disconnection of all utilities and services ordered
by Lessee;
5.2.2 Provide a written statement to the Municipal Property Manager of Lessee's
new address for purpose of refunding monies, if any due Lessee under this
Lease, and forwarding mail; and
5.2.3 Deliver any keys for the Premises to the Municipal Property Manager or
send said keys by certified mail to the address stated in Paragraph 19
below.
6. RENT.
In consideration of the possession and use of the Premises, Lessee shall deliver and pay rent
to City during the term of this Lease in the amount of One Dollar ($1.00) per year.
7. COST OF LIVING ADJUSTMENT.
Not applicable to this lease.
8. SECURITY DEPOSIT.
Lessee shall deposit with City the sum of one thousand dollars ($1,000) receipt of which is
hereby acknowledged by City, as security for any damage caused to the Premises during the
term of this Lease. Such deposit shall be returned to Lessee, without interest, and less any
set off for damages to the Premises upon the termination of this Lease.
9. UTILITIES PAYMENTS.
For the first year of this Lease, City agrees to pay for electricity, gas, landscaping and trash
charges (not to include hazardous materials). The City's payment shall be capped at two
thousand five hundred dollars ($2,500) per month and thirty thousand dollars ($30,000)
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January 9, 2018 Item #2 Page 15 of 26
total. Effective on the first anniversary of the Lease, City will terminate assistance with the
payment of electric and gas bills and Lessee will be solely responsible to pay for these
utilities and services necessary for the occupancy of the Premises. The City agrees to pay
for landscaping and trash charges for the term of the lease. Trash charges will be capped at
$100 per month, and will not include the disposal of hazardous materials.
10. TAXES, ASSESSMENTS, AND FEES.
10.1 The terms of this Lease may result in the creation of a possessory interest. If such
a possessory interest is vested in Lessee, Lessee may be subjected to the payment
of personal property taxes levied on such interest. Lessee shall be responsible for
the payment of, and shall pay before delinquent, all taxes, assessments, and fees
assessed or levied upon Lessee, on said Premises or any interest therein, on any
buildings, structures, machines, appliances, or other improvements of any nature
whatsoever, or on any interest therein.
10.2 Lessee further agrees not to allow such taxes, assessments, or fees to become a lien
against said premises or any improvement thereon. Nothing herein contained shall
be deemed to prevent or prohibit Lessee from contesting the validity of amount of
any such tax, assessment, or fee in any manner authorized by law.
11. ACCEPTANCE AND MAINTENANCE.
11.1 Lessee hereby acknowledges that Lessee has inspected the Premises, that Lessee
accepts said Premises "as is" and "where is," that the Premises are in a good and
sanitary order, condition, and repair. Lessee hereby accepts the Premises as such,
except for maintenance to the building to be performed by the City within sixty
(60) days of the commencement of this Lease.
11.2 Lessee agrees to take good care of the Premises and all improvements, alterations,
fixtures, and appurtenances thereon. Lessee agrees to provide for maintenance and
upkeep of the Premises, as necessary to preserve the Premises in good order and
condition, except that City shall provide for maintenance and repair of all
landscaping, grounds, roof, electrical and HV AC. Said repairs and maintenance
shall be made in a good and professional manner, and at least equal to the
condition and quality of the repaired items at the inception ofthis Lease. Lessee
agrees to be solely responsible for all costs of maintenance and repair except as
noted above.
11.3 In the event Lessee fails to properly maintain the premises as required by City, then
City may notify Lessee in writing of said failure. In the event Lessee fails to
perform said maintenance within thirty (30) days after such notice by City, City
may immediately terminate this Lease, pursuant to Paragraph 3.2 above.
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12. ALTERATIONS.
12.1 Lessee shall make the alterations and improvements to the Premises, at Lessee's
sole cost and expense, that Lessee reasonably believes are necessary to operate said
community laboratory. Any and all alterations and improvements made to the
Premises must first be approved in writing by the Municipal Property Manager.
12.2 Any improvements made with the consent of the Municipal Property Manager shall
become a fixture to the realty and shall remain on and be surrendered with the
Premises upon termination of this Lease.
12.3 Noncompliance by Lessee or its Invitees with any provision of this clause shall be
cause to terminate this Lease for the City pursuant to Paragraph 3.2 above.
12.4 Before making any improvement that require a City and/or other jurisdictional
permit(s), the Lessee is responsible for obtaining all such jurisdictional permit(s)
from the City or other agency with jurisdictional authority at their sole cost and
expense and that the written approval by the Municipal Property Manager as
described in Section 12.1 above does not negate the need to obtain such required
City or other jurisdictional agency permit(s).
13. USE.
Lessee agrees to use the Premises as follows:
13.1 To create a center that will serve as a life science start-up company incubator, a lab
space where lay and professional scientist members can conduct research and
business activities and where science education groups can teach classes and host
science events.
13.2 Lessee shall not use, nor permit the use of, the Premises other than as described in
Paragraph 13 .1 above. In any case where Lessee is, or should reasonably be, in
doubt as to the propriety of any particular use, Lessee may request, and will not be
in breach or default if Lessee abides by, the written determination of the Municipal
Property Manager that such use is or is not permitted.
13.3 Noncompliance by Lessee or its Invitees with any provision of this clause shall be
cause to terminate this Lease for the City pursuant to Paragraph 3.2 above.
13 .4 All uses shall be in compliance with the City codes, the underlying Specific Plan
for the Carlsbad Research Center and the Covenants, Conditions and Restrictions
for the Premises.
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14. OCCUPANCY. ASSIGNMENT AND SUBLETTING.
The Premises shall only be occupied by Lessee and Lessee's Invitees. Lessee agrees to
require its Invitees to utilize the premises in accordance with the Lease Agreement. Lessee
shall not assign this Lease or any interest therein without the prior written consent of the
Municipal Property Manager. Any such assignment without the City's consent shall be
void and shall, at the option of City, terminate this Lease. Noncompliance by Lessee or its
Invitees with any provision of this clause shall be cause to terminate this Lease for the City
pursuant to Paragraph 3 .2 above
15. LESSEE'S GOALS.
In consideration for the letting of the Premises and amenities provided by the City, Lessee
agrees to use its best efforts to accomplish the following objectives in order to provide a
public benefit:
15.1 Create community space where like-minded lay and professional scientists can go
to share ideas, get help and access the tools they need to innovate. Sign up 50
paying members in the first 2 years.
15.2 Develop a vibrant start-up company incubator. Be instrumental in launching at
least 8 start-up companies within the incubator in the first 2 years, with the start-up
companies to be licensed in the City of Carlsbad
15.3 Become a leading local center for science education and outreach. Offer at least 4
science courses a year at the facility in partnership with San Diego science groups.
15.4 Build a lean, low cost organization, staffed primarily by volunteers and managed
by scientist-members. Hire at least one full time staff member by middle of year 2.
15.5 Create a functional cell and molecular biology lab within 6 months of inception.
15.6 Develop revenue streams from membership fees, corporate sponsors,
crowdfunding, direct donations, event fees, course fees and grants.
16. BENCHMARKING AND REPORTING.
During the duration of this Lease term, Lessee agrees to provide the Municipal Property
Manager with semi-annual reports on December 31st and June 30th of each year for the
incubated companies to include the following:
• Number of jobs created by the Lessee and by any incubated companies;
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January 9, 2018 Item #2 Page 18 of 26
(760) 434-2893 joseph.j ackson@gmail.com
joe .garuba@carlsbadca.gov
20. RIGHT OF INSPECTION.
City reserves the right for its agents. or employees to enter upon and inspect the Premises at
any reasonable time to ascertain if Lessee is complying with the provisions of this Lease.
21. AUDIT.
City reserves the right for its agents or employees to conduct financial audits, not more than
once yearly, of Lessee's financial records that are in any way associated with the Premises.
City shall provide at least three (3) business days advance notice to Lessee of City's intent
to inspect such records.
22. RIGHT TO SHOW PREMISES.
City resen1es the right, during the last sixty (60) days of this Lease, or any extension
thereof, to conduct an "open house" of the Premises in order to facilitate re-renting or
selling the Premises. Said "open house" shall not exceed four hours total duration
(maximum of two separate days), and when possible, be scheduled from 3:00 p.m. to 5:00
p.m., Monday through Friday.
23. INSURANCE.
Lessee will obtain and maintain for the duration of this Lease and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out
of or in connection with the occupancy or use of the Premises by Lessee or its Invitees,
visitors, agents, representatives, employees or subcontractors. The insurance will be
obtained from an insurance carrier admitted and authorized to do business in the State of
California. The insurance carrier is required to have a current Best's Key Rating of not less
than "A-:VI111 OR with a surplus line insurer on the State of California's List of Eligible
Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least
"A:X".
23.1 Coverages and Limits. Lessee will maintain the types of coverages and minimum
limits indicated below, unless the City Risk Manager approves a lower amount.
These minimum amounts of coverage will not constitute any limitations or cap on
Lessee1s indemnification obligations under this Lease. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Lessee pursuant to this Lease are adequate to protect Lessee. If Lessee
believes that any required insurance coverage is inadequate, Lessee will obtain
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January 9, 2018 Item #2 Page 20 of 26
such additional insurance coverage, as Lessee deems adequate, at Lessee's sole
expense.
23.2 Commercial General Liability Insurance. $1,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits will apply separately to
the work under this Lease or the general aggregate will be twice the required per
occurrence limit.
23.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits
as required by the California Labor Code. Workers' Compensation will not be
required if Lessee has no employees and provides, to City's satisfaction, a
declaration stating this.
23.4 Additional Provisions. Lessee will ensure that the policies of insurance required
under this Lease contain, or are endorsed to contain, the following provisions:
23.4.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
23.4.2 Contractor will obtain occurrence coverage.
23.4.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior
written notice to City sent by certified mail pursuant to the Notice
provisions of this Lease.
23.5 Providing Certificates of Insurance and Endorsements. Prior to City1s execution of
this Lease, Lessee will furnish certificates of insurance and endorsements to City.
23.6 Failure to Maintain Coverage. If Lessee fails to maintain any of these insurance
coverages, then City will have the option to declare Lessee in breach, or may
purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Lessee is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Lessee.
23.7 Noncompliance by Lessee or its Invitees with any provision of this clause shall be
cause to terminate this Lease for the City pursuant to Paragraph 3.2 above.
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24. INDEMNIFICATION.
Lessee shall defend, indemnify, and hold harmless City, its officers, agents, volunteers and
employees from and against any and all claims, demands, and liabilities for loss of any kind
or nature which City, its officers, agents, volunteers or employees may sustain or incur or
which may be imposed upon them or any of them for injury to or death of persons or
damage to property as a result of, arising out of, or in any manner connected with this Lease
or with the occupancy and use of the Premises by Lessee, its Invitees, visitors, or any other
persons whatsoever. Lessee further agrees to pay any and all costs and expenses, including,
but not limited to, court costs and reasonable attorney's fees incurred by City on account of
any such claims, demands, or liabilities. However, the provisions of this Lease shall not be ,
construed to indemnify City for claims or acts arising from City's sole negligence.
25. NONDISCRIMINATION.
Lessee herein covenants that this Lease is made and accepted upon and subject to the
condition that there shall be no discrimination against or segregation of any person or group
of persons on account of physical or mental disabilities, race, color, creed, religion, sex,
marital status, national origin or ancestry in the use, occupancy, tenure or enjoyment of the
leased premises. Lessee shall not establish or permit any such practice of discrimination or
segregation with reference to the selection, location, number, or use of occupancy by
customers, tenants, invitees or vendees in the leased Premises.
26. HAZARDOUS AND/OR CONTAMINATED SOIL AND MATERIAL.
Lessee will not place or permit to be placed materials and/or contaminated soils on the
Premises which under federal, state, .or local law, statute~ ordinance, or regulations require
special handling in collection, storage, treatment, and/or disposal. Lessee also hereby
covenants and agrees that, if at any time it is determined there are materials and/or
contaminated soils located on the Premises which under any environmental requirement
require special handling in collection, storage, treatment, or disposal, Lessee shall notify
City. Within thirty (30) days after written notice to City or from City, Lessee shall
commence to take and thereafter diligently complete, at Lessee's sole expense, such actions
as may be necessary to comply with environmental requirements.
27. LAW TO GOVERN; VENUE.
This Lease Agreement shall be interpreted, construed and governed according to the laws of
the State of California. In the event of litigation between the parties, venue in state trial
courts shall lie exclusively in the County of San Diego, North County Branch. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Southern District of
California, in San Diego.
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28. SPECIAL PROVISIONS.
Lessee hereby acknowledges that Lessee waives all rights to any form of relocation
assistance provided for by local, state, or federal law to which Lessee may be entitled by
reason of this Lease.
29. AMERICANS WITH DISABILITIES ACT (ADA).
It is the duty of the Lessee while operating under this Lease to comply with all local, state,
and federal laws, including, but not limited to, the Americans with Disabilities Act and to
indemnify City from any violation of any such law. Failure by Lessee or its Invitees to
comply with a provision of local, state, or federal law is grounds for immediate termination
of this Lease by the City pursuant to Paragraph 3.2 above
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