2-CVUSD RFB - Lease of Real Property.pdf

Request for Bids Lease of Real Property located at 711 Rancho Conejo Boulevard, Thousand Oaks, CA

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Date Issued: June 18, 2025 Pre-Bid Meeting: July 16, 2025 at 11:00 a.m. PT Last Day For Questions: July 28, 2025 at 1:00 p.m. PT Bids Due: August 4, 2025 at 4:00 p.m. PT Deliver Proposals To: Conejo Valley Unified School District 750 Mitchell Road

Newbury Park, CA 91320 Attn.: Tamara Tuell

CVUSD – Request for Bids for Lease of 711 Rancho Conejo Blvd., Thousand Oaks, CA 91320

Issued June 18, 2025 -i-

TABLE OF CONTENTS

PART I – NOTICE TO BIDDERS

PART II – INSTRUCTIONS

1. Review of Entire RFB

2. Use of District Forms Mandatory

3. Contents of Bid

4. Pre-Contractual and Pre-Service Expenses

5. Signatures

6. Complete, Responsive Bids

7. Pre-Bid Meeting

8. Submittal of Bids

9. Bid Deadline

10. No Reliance on Prior Bids

11. Modification of Bids

12. Withdrawal of Bids

13. Bid Meeting

14. Rejection of Bids

15. Final Lease Agreement

16. Protests

17. Post-Award Obligations; Execution of Contracts

18. Ongoing Duty to Provide Accurate, Complete Information

19. District’s Further Investigation and/or Request for Further Information

20. Public Records

21. No Improper Influence of District Board or Staff

22. Reservation of Rights

23. No Guarantee

24. Addenda

25. Questions Regarding the RFB

PART III – REQUIRED LEASE TERMS

1. Leased Premises

2. Single Tenant

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3. Permitted Uses

4. Term; Lease Duration

5. Surrender; No Holding Over

6. Lease Rate

7. Security Deposit

8. AS IS condition

9. Utilities and Related Services

10. Maintenance and Repairs

11. Alterations

12. No Encumbrances

13. Non-Discrimination and Equal Opportunity

14. Licenses and Permits

15. Legal Restrictions

16. Hazardous Materials

17. Covenants, Conditions, and Restrictions

18. Parking

19. Representations and Warranties; Additional Covenants

20. Taxes

21. Security

22. Insurance

23. Indemnification

24. No Subleases, Transfers, or Assignments

25. Tenant Default and Breach, and District Remedies

26. Attorneys’ Fees

27. Governing Law and Venue

EXHIBIT “A”

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PART I – NOTICE TO BIDDERS

Conejo Valley Unified School District (the “District”) hereby gives notice to interested parties that the District intends to lease the real property located at 711 Rancho Conejo Boulevard, Thousand Oaks, California 91320 (the “Property”), in accordance with Education Code Section 17469. The Property is situated in an industrial development, and is improved with certain structures, including, without limitation, that certain building totaling approximately 13,258 square feet, together with various paved areas.

Pursuant to Education Code Sections 17485, et seq., and in accordance with Resolution No. 24/25-45, which was adopted by the Board on June 18, 2025, the District is not subject to the Naylor Act, and the District intends to lease the Property pursuant to Education Code Sections 17455, et seq.

The following provisions apply to the potential lease of the Property.

a. The entire Property will be available for lease. Partial leases will not be considered.

b. An optional, on site pre-bid conference will be held on July 16, 2025 at 11:00 a.m.

This date is tentative, and pre-registration is required for security purposes.

c. A Request for Bids (the “RFB”) has been prepared for the potential lease of the

Property. The RFB includes the minimum lease rate of $15/SF per year for a total minimum rental price of $198,870 per year or $16,573 per month and certain mandatory lease terms and conditions. Allowable uses include office, warehouse, light manufacturing, storage, or other agreed upon use per zoning. Lease terms will be five (5) years renewable upon the mutual consent of both parties.

d. All questions, clarifications, or comments shall be submitted via email to ttuell@conejousd.org by July 28, 2025 at 1:00 p.m.

e. The District will receive any sealed written bids for the lease of the Property up to, but not later than, August 4, 2025 at 4:00 p.m. at 750 Mitchell Road, Newbury Park, CA 91320, Attn.: Tamara Tuell.

f. The Board shall open and declare all bids at its meeting at 4:00 p.m. on August 13, 2025. The meeting will be held at the District Board Room located at Conejo Valley High School, 1402 E. Janss Road, Thousand Oaks, CA 91362. The Board may accept the proposal of the highest conforming and responsible bidder, including any bid made orally at that time or at an adjourned meeting, if directed by the Board.

(Education Code §§ 17472, 17473, 17475). The Board reserves the right to reject any and all bids. (Education Code § 17476.)

g. Any final lease must be brought back to the Board for approval.

Further information, including the RFB, is available on the District’s website.

(Published in the Ventura County Star)

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PART II – INSTRUCTIONS

Capitalized terms used but not defined in these RFB Instructions (these “Instructions”) shall have the meanings attributed to such terms in other parts of this RFB.

1. Review of Entire RFB. Bidders should carefully examine this entire RFB. This RFB contains important information regarding the Property, the Required Lease Terms (set forth in Part III), and other matters. The failure or omission of any bidder to receive or examine any document, form, instrument, addendum, or other material, shall in no way relieve the organization from obligations with respect to this RFB or any final lease agreement. The submission of a bid in response to this RFB shall be taken as prima facie evidence of consent to be bound by the Required Lease Terms and the other provisions of this RFB.

2. Use of District Forms Mandatory. Bidders shall use the forms provided in this

RFB. Bidders shall not copy and paste, modify or alter the forms in any manner whatsoever. The District reserves the right to reject any proposal that contains copied, modified or alternate RFB forms. If the forms included in this RFB request additional information from the bidder, then the bidder may submit such additional information on the bidder’s own forms.

3. Contents of Bid. Each bid must include the following information.

(a) Cover Letter. Submit a cover letter that provides (i) the RFB name; (ii) the full legal name of the bidder, (iii) a certification that the company is validly existing and in good standing in the State of California, (iv) confirmation that the bid is irrevocable for a period of ninety (90) calendar days from the Bid Deadline, (v) an acceptance of the RFB’s terms and conditions, and (vi) any additional information appropriate for the cover letter.

The cover letter should be a well-written, concise introduction to the bid.

(b) Exhibit A: Bid Form. Bidders shall fully complete, sign, and submit the

Bid Form attached as Exhibit A. Carefully review and follow the directions on the Bid Form. Any errors, omissions, or fraudulent information may be considered as a basis for the rejection of the bid and may be grounds for the cancellation of any subsequent agreement executed as a result of this RFB. Do not leave any questions blank. If the item is not applicable, insert “n/a.” Attach additional information and documentation as instructed on the form.

(c) Exhibit B: Proof of Financial Capacity. Bidders shall provide proof of their ability to pay the Security Deposit, Rent, and other financial obligations under the lease as Exhibit B to their cover letter.

4. Pre-Contractual and Pre-Service Expenses. The District shall not, under any circumstance, be liable for any pre-contractual expenses incurred by potential bidders, and bidders shall not include any such expenses as part of their bids or otherwise charge the District for such expenses. Pre-contractual expenses are defined as any expenses incurred by the potential bidders in: (a) preparing its bid in response to this RFB; (b) submitting the bid to the District;

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(c) negotiating with the District any matter related to this RFB, including a possible contract; or

(d) engaging in any other activity prior to the effective date of award, if any, of a contract resulting from this RFB.

5. Signatures. The bid must be signed in the legal name of the bidder’s organization and must bear the original signature of the bidder’s authorized representative.

6. Complete, Responsive Bids. All bids will be screened for thoroughness and responsiveness. A bid may be rejected if it is conditional, incomplete, internally inconsistent, ambiguous or contains other irregularities of any kind. The District may, but is not required to, seek information from any bidder that may resolve an irregularity in the bidder’s bid.

7. Pre-Bid Meeting. An optional pre-bid meeting is tentatively scheduled for July 16, 2025 at 11:00 a.m. PT at the Property – 711 Rancho Conejo Boulevard, Thousand Oaks, California 91320. For security reasons, bidders must register for the pre-bid meeting by contacting Tamara Tuell at ttuell@conejousd.org by 3:00 p.m. on July 11, 2025. The District reserves the right to adjust these dates by written notice.

8. Submittal of Bids. Bidders must submit their bids by mail, including overnight mail, or by hand delivery, including courier service, delivered to: Conejo Valley Unified School District, 750 Mitchell Road, Newbury Park, CA 91320, Attn.: Tamara Tuell. The District will not accept bids delivered by email because the bids must be sealed. (Education Code §§ 17466, 17472).

9. Bid Deadline. The Bid Deadline is August 4, 2025 at 4:00 p.m. PT. Late bids will not be accepted. Each bidder is solely responsible for timely delivery and receipt of its bid, regardless of external factors such as traffic, weather, parking issues, lines at the District reception desk, problems with couriers, or other matters. Bidders shall assume all risks associated with delivery of their respective bids. The District shall in no manner whatsoever be responsible for the timeliness or receipt of bids. Additionally, the District’s determination of timeliness shall be conclusive. The District will not consider arguments that its method of calculating timeliness is erroneous or flawed (e.g., that the District’s clock is inaccurate). Bidders are encouraged to deliver their bids to the District well in advance of the Bid Deadline and to otherwise factor in contingencies such as traffic, parking, etc. when arranging for delivery of their bids.

Notwithstanding the foregoing, the District will accept oral bids, to be reduced in writing, at the Bid Meeting described in paragraph 13 below.

10. No Reliance on Prior Bids. Bidders cannot rely upon any prior bids or prior provision of relevant documentation to the District or cross reference those prior documents instead of submitting a complete bid to the District.

11. Modification of Bids. A bidder may modify its bid by written notice of withdrawal and resubmission of a modified, complete response before the Bid Deadline. Modified bids must be submitted in accordance with paragraph 8 of these Instructions. Modifications will not be considered if offered in any other manner.

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12. Withdrawal of Bids. A bidder may withdraw its bid by submitting a written request to the District, attention: Tamara Tuell, Senior Administrative Assistant at ttuell@conejousd.org. Withdrawal requests must be made before the Bid Deadline. After the Bid Deadline, bids shall not be withdrawn for a period of ninety (90) calendar days. If an award cannot be made within this time, the District may request bidders to extend the time period during which they agree to be bound by their bids.

13. Bid Meeting. The District will hold a bid meeting (the “Bid Meeting”) for the purpose of opening, examining, and declaring all timely submitted bids at a special Board meeting on August 13, 2025 at 4:00 p.m. PT. The Bid Meeting will be held at the CVUSD Board Room, located at Conejo Valley High School, 1402 E. Janss Road, Thousand Oaks, California 91362. At the Bid Meeting, the Board will call for oral bids, pursuant to Education Code Section 17473. The Board may accept the proposal of the highest conforming and responsible bidder, including any bid made orally at that time, as required by Education Code Sections 17472 and 17473. Further, the Board may, in its sole discretion, determine whether it wants to accept any bids at the Bid Meeting or an adjourned meeting held within ten (10) days next following, pursuant to Education Code Section 17475. The Board, in its sole discretion, may accept one or more backup bidders at the Bid Meeting.

14. Rejection of Bids. The Board, in its sole discretion, reserves the right to reject any and all bids, offers or proposals, written or oral, as permitted by Education Code Section 17476.

15. Final Lease Agreement. Any final lease agreement must comply with the Required Lease Terms and shall be submitted to the Board for approval at a regular meeting or special meeting.

16. Protests. All bid protests (each a “Protest”) shall comply with the following procedures.

a. Protests shall not be submitted by any bidder that withdrew its bid or failed to timely submit a bid.

b. Protests shall be submitted to the District by not later than August 15, 2025 at 1:00 p.m. PT (the “Protest Deadline”).

c. Protests shall be in writing, and shall include the following information: (i) the name, address, and telephone number of the bidder, (ii) the name, direct telephone number and email address of the bidder’s authorized representative, (iii) the RFB title; (iv) a detailed description of the legal and/or factual grounds for the Protest; (v) all supporting documentation for the Protest;

(vi) the form of relief requested by the bidder; and (vii) the signature of the bidder’s authorized representative.

d. The District will provide a written copy of the Protest to the bidder subject to the Protest. A bidder whose bid has been protested by another

-5-bidder may submit to the District a written response to the Protest (each a “Protest Reply”). The Protest Reply shall be submitted to the District no later than August 18, 2025 at 1:00 p.m. PT (the “Protest Reply Deadline”).

e. All Protests and Protest Replies shall be submitted by the Protest Deadline, or Protest Reply Deadline, as applicable, by email to ttuell@conejousd.org. The District will not accept or consider any oral protest (e.g., by telephone) or facsimile protest.

f. If a Protest does not comply with all of the foregoing requirements (provided that a bidder will be deemed to have submitted all documentation that it desires in accordance with the Protest), the District may reject the Protest as invalid.

g. A bidder may at any time withdraw its Protest.

h. Upon receipt of a valid Protest, the District shall review the

Protest and all relevant information and documents, including any Protest Reply, and shall provide a written response to the protesting bidder and the bidder subject to the Protest. The District may decline to award the lease, may award the lease to a bidder other than as previously intended, or may award the lease to a bidder as previously intended despite the Protest.

i. The District’s decision with respect to any Protest shall be final with no further review by or appeal to the District.

j. The protest procedures set forth herein are a mandatory administrative remedy, and a condition precedent to the filing of any claim or demand and to the initiation of any action (legal or equitable) or other proceeding arising from the matter(s) protested. Each bidder that desires to protest shall file its own Protest and may not in any manner whatsoever rely upon the Protest of another bidder. Failure to comply with these procedures shall be deemed and construed as a waiver of any and all rights the bidder may have to pursue a claim, demand or action arising from or related to the bids, including, but not limited to, the award of the lease.

17. Post-Award Obligations; Execution of Contracts. Within a reasonable time of being awarded the lease, not to exceed sixty (60) calendar days without the written consent of the District, the bidder must sign the lease and deliver any and all other contract documents (including insurance certificates) to the District. Timely submission of the final certificate of insurance is a mandatory precondition to the District’s execution of the lease. If the bidder fails to timely execute the lease or provide the required contract, then the District reserves the right to rescind its award of the lease to that bidder and award the lease to another bidder or otherwise lease the Property in accordance with applicable law.

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18. Ongoing Duty to Provide Accurate, Complete Information. Bids must contain accurate information. In no event shall any bidder withhold pertinent information or provide false or misleading information. If any information provided by a bidder becomes inaccurate, false or misleading, then the bidder must immediately notify the District of the discrepancy in writing and provide the accurate information to the District. In its sole discretion, the District reserves the right to terminate an existing contract with a successful bidder who provided the District with inaccurate, false or misleading information. In no event shall the District be liable for any costs, damages, penalties, or losses incurred by the bidder in association with termination of services under this paragraph or paragraph 19 of these Instructions.

19. District’s Further Investigation and/or Request for Further Information. The

District reserves the right to seek additional information from any bidder at any time. For example, if the District reasonably determines that information in the bid may be false, inaccurate or misleading, then the District shall have the right to take whatever steps are necessary to rectify the situation, including, but not limited to, the following: (a) request supplemental documentation from the bidder or other relevant parties to ascertain whether the bid included false, inaccurate or misleading information; and (b) if material information in the bid was false, inaccurate or misleading, then (i) terminate any agreement with the bidder for cause, and (ii) recover any losses incurred by the District due to the false, inaccurate or misleading information.

20. Public Records. All materials submitted in response to this RFB shall immediately become the property of the District and shall be returned only at the District’s option and at the expense of the bidder. Subsequent to opening of the bids, the bids shall become public records, subject to disclosure under the California Public Records Act (Government Code Sections 6250, et seq.) (the “CPRA”). The District shall not provide advice to bidders regarding the applicability of the CPRA to their respective bids. By submitting a bid, bidders are deemed to understand and accept that their bids may be subject to disclosure under the CPRA. In the event that any bidder submits information in its bid that constitutes a trade secret as that term is defined in California Civil Code Section 3426.1(d), or that is otherwise exempt by law from disclosure to the public, and prominently labels that information as “TRADE SECRET,” “CONFIDENTIAL,” or “PROPRIETARY,” as applicable, the information may not be subject to disclosure. If bidders indiscriminately label all or most of their bids as exempt from disclosure, without justification, then their bids may be rejected as non-responsive. Bidders submit bids at their sole expense and risk. In no event shall the District be liable to any interested party, including, but not limited to, any bidder, for the disclosure of any information set forth in any bid, regardless of whether the disclosure is required by law or court order, or occurs through the inadvertence, mistake, or negligence of the District or its officers, employees, contractors, or consultants. Bidders shall be solely responsible and liable for prosecuting or defending any action concerning disclosure of information in their respective bids under the CPRA, and bidders shall hold the District harmless from all costs and expenses, including, but not limited to, attorneys’ fees in connection with any such action. In accordance with applicable law and District policy, the District may eventually destroy or otherwise dispose of bids without prior notice and without any right of recourse to a bidder.

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21. No Improper Influence of District Board or Staff. Bidders shall not in any way attempt to influence any member of the Board or any District administrator, employee or consultant with respect to this RFB or any other matter. The District reserves the right to reject the bid of any party that violates this provision or appears to violate this provision, and, at any time, to seek any other remedy available at law or in equity for violation of this provision.

22. Reservation of Rights. The District reserves the right to reject any and all bids, and to waive any informality or irregularity in the RFB responses, or any portion thereof, and/or the RFB process.

23. No Guarantee. The issuance of this RFB is not a guarantee that the District will proceed with the lease of the Property within the anticipated timeline or ever. The District reserves the right to postpone, delay, suspend or terminate its plans with respect to this RFB. No prospective bidders shall have any claims whatsoever against the District regarding any adjustments or modifications or termination of the District’s plans with respect to this RFB.

24. Addenda. The District may modify this RFB, before the Bid Deadline, by issuance of an addendum. Addenda shall be numbered consecutively as a suffix to the RFB.

25. Questions Regarding the RFB. All questions regarding this RFB must be emailed by July 28, 2025 at 1:00 p.m. PT to ttuell@conejousd.org.

[End of Instructions – Remainder of page intentionally left blank]

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PART III – REQUIRED LEASE TERMS

Please find below the minimum required lease terms (the “Required Lease Terms”) for the potential lease of the real property located at 711 Rancho Conejo Boulevard, Thousand Oaks, California 91320 (the “Property”), as approved by the Conejo Valley Unified School District (the “District”) Board of Education (“Board”). By submitting a proposal or bid to lease the Property, each bidder agrees to the below Required Lease Terms, which shall be set forth in any final lease agreement (the “Lease”) with the successful bidder, if any (the “Tenant”).

1. Leased Premises. The Property consists of a certain building totaling approximately

13,258 square feet, together with various paved areas. The Lease shall apply to the entire Property. The District will not lease portions of the Property, subdivide the Property, or enter into partial leases.

2. Single Tenant. The District shall lease the Property to a single tenant. The District will not enter into multiple leases with multiple parties for sections of the Property.

3. Permitted Uses. The District shall permit the following uses: office, warehouse, light manufacturing, storage, and other agreed upon use per zoning. No environmental or hazardous material related uses are allowed. The exact use shall be limited to the use that the Tenant proposed in its bid and the Board approved. Any and all use shall comply with the City land use, zoning and building requirements and be licensed, where applicable, by the City.

4. Term; Lease Duration. The Tenant shall have an initial lease term of five years, renewable upon written consent of the parties. By no later than one hundred eighty (180) calendar days before the expiration of the then-current term, the Tenant shall provide the District written notice of the Tenant’s desire to renew the term and the length of the proposed extension (not to exceed five years). The District shall not be obligated to renew the term. If the parties are unable to negotiate a renewal within sixty (60) calendar days, then the Lease shall terminate at the end of the then-current term, unless earlier terminated by either party in accordance with the provisions of the Lease.

5. Surrender; No Holding Over. The Tenant shall, upon the expiration or earlier termination of the Lease, peaceably and quietly leave and surrender to the District the Property in good order and repair, ordinary wear and tear excepted, with all Alterations made to, provided, or created by the Property. Any holding over by the Tenant after the expiration of the Term will be deemed a month-to-month tenancy upon the same terms and conditions as set forth in the Lease; provided, however, that the amount of Rent owed by the Tenant to the District during any holdover month shall be equal to one hundred fifty percent (150%) of the Rent in effect at the expiration of the Term. Moreover, the District shall be entitled to pursue all legal remedies to recover exclusive possession and recover any and all costs and expenses incurred by or for the District in pursuing its rights.

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6. Lease Rate. The minimum initial rental rate shall be $18/SF per year for a total minimum rental price of $238,644 per year or $19,887 per month (the “Rent”). The Rent shall increase on July 1 of each year with annual increases to be determined by CPI of the “Greater Los Angeles Area.” Rent shall be due and payable in advance on the 1st of each month. If the Tenant has not paid the Rent in full by the 3rd day of each month of the Term, the Rent shall be considered delinquent, in which event the Tenant shall pay a late fee equal to two and a half percent (2.5%) of the past due rent. If the Tenant has not paid the Rent in full by the 10th day of the month, then the Tenant’s late fee shall increase to five percent (5%) of the past due rent. The parties agree that the foregoing late fees represent a fair and reasonable estimate of the administrative costs that the District will incur by reason of a past due payment by the Tenant. Acceptance of any late fee shall not constitute a waiver from exercising any of the other rights and remedies available to the District under the Lease, at law or in equity, including, but not limited to, any interest charges imposed herein.

7. Security Deposit. As a precondition to the effectiveness of the Lease, the Tenant shall pay and deliver to the District, in readily available funds, a sum equal to two months of Rent (the “Security Deposit”) as security for any and all of the Tenant’s obligations and liabilities under the Lease. The Security Deposit shall not be used to pay the last month’s Rent without the District’s prior written consent. In the event that the District uses all or any portion of the Security Deposit to pay any sums that are otherwise due from Tenant to the District under the Lease, then the Tenant, within three (3) business days of demand by District, shall replenish the sums so utilized by the District so as to restore the Security Deposit to the sum of two (2) months of then-current Rent. Within thirty (30) calendar days of the expiration or earlier termination of the Lease, to the extent that the District is not otherwise entitled to apply the Security Deposit to pay for obligations of the Tenant under the Lease that the Tenant has not performed or satisfactorily performed, the District shall refund the Security Deposit to the Tenant.

8. AS IS condition. The Tenant shall acknowledge in the Lease that the District makes no representation or warranty with respect to the condition of the Property or its fitness or availability for any particular use, and the District shall not be liable for any latent or patent defect therein. Furthermore, in the Lease, the Tenant shall represent and warrant that the Tenant has inspected the Property to its satisfaction and is leasing and will take possession of the Property in its then-current “AS IS” condition.

9. Utilities and Related Services. The Tenant shall pay for any and all water, gas, heat, light, power, telephone, internet, trash disposal, recycling, sewer, and any and all other utilities and services supplied to the Property. At no time shall the District incur expenses related to the Tenant’s use of utilities.

10. Maintenance and Repairs. During the entire term of the Lease, the Tenant shall, at its sole cost and expense, keep and maintain the Property, including any and all improvements of whatever kind that may be now or hereafter erected, installed, or otherwise made thereon, in good condition and in accordance with and in conformity to all applicable laws, rules, ordinances, and regulations applicable to the Property. These obligations shall

-10-include, but not be limited to, plumbing, heating and electrical installations and equipment, air conditioning and mechanical equipment, hardware, plate glass doors and windows, painting, decorating, cleaning, janitorial services, pest control services, hardscape maintenance and repairs (inclusive of sidewalks, ramps, and the parking lot), and landscape maintenance and repairs (including grounds maintenance, tree services, and similar matters). Moreover, during the entire term of the Lease, the Tenant shall, at its sole cost and expense, make any and all necessary repairs to the Property; provided, however, that the Tenant shall not be liable for any repairs necessitated by the sole gross negligence or willful misconduct of the District.

11. Alterations. Except for any capital improvements expressly approved by the District in writing in connection with the Tenant’s bid to lease the Property, the Tenant shall have no right to make any additional changes, alterations, or improvements (each an “Alterations” and collectively, the “Alterations”) to the Property, unless the District provides prior written permission to make such Alterations, which permission may be granted and conditioned in the sole discretion of the District. To request authorization to make any Alterations, the Tenant shall, at its sole cost and expense, provide the District a true and correct copy of the proposed plans and specifications. All construction and alterations shall be performed diligently and in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the Property. The Tenant shall pay all expenses, fees, and costs, including, but not limited to, demolition and construction, planning and permit fees, architectural, engineering, and legal fees, taxes, and insurance, for or related to the Alterations performed by it, or caused to be performed by it, on the Property as permitted by the Lease. Nothing herein shall be interpreted as suggesting the District will allow the Alterations at any time, and the Tenant enters into the Lease with the understanding it must use the Property in its “AS IS” condition without planning for any improvements.

12. No Encumbrances. The Tenant shall keep the Property and every part thereof free and clear of any and all mechanics’, materialmen’s and other liens and stop notices (each individually a “Lien” and collectively “Liens”) for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of the Tenant, any Alterations or repairs or additions that the Tenant may make or permit or cause to be made, or any work or construction by, for or permitted by the Tenant on or about the Property, or any obligations of any kind incurred by the Tenant. The Tenant further agrees to promptly and fully discharge any and all claims on which any such Liens may or could be based and to save and hold the District and all of the Property (inclusive of all buildings and improvements thereon) free and harmless from any and all such Liens, claims of Liens, and suits or other proceedings pertaining thereto. If any such Lien shall at any time be filed against the Property and/or improvements thereon or therein, the Tenant shall cause the same to be discharged of record or bonded over to the satisfaction of the District within thirty (30) calendar days from the Tenant’s receipt of a copy of such Lien. The Tenant shall not collateralize, obtain financing by securitization, or borrow against the value of the Property.

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13. Non-Discrimination and Equal Opportunity. The Tenant represents and agrees that it does not and shall not discriminate against any employee or applicant for employment, company, individual or group of individuals, because of ancestry, age, color, disability (physical and mental, including HIV and AIDS), genetic information, gender identity, gender expression, marital status, medical condition, military or veteran status, national origin, race, religion, sex/gender, and sexual orientation.

14. Licenses and Permits. The Tenant shall acquire and maintain in good standing for the entire Term any and all local, state, and federal licenses and permits required for the Tenant’s type of business and use of the Property. The Tenant shall keep true and correct copies of any and all such permits and licenses on site at all times during the Term and produce them to the District and/or its agents or any local, state, or federal officials upon demand.

15. Legal Restrictions. The Tenant acknowledges and agrees that the Property, as publicly owned land, is subject to certain laws, regulations, and policies. In connection with such acknowledgment and agreement, the Tenant shall enforce the following restrictions and any other restrictions applicable to school district property.

a. No drugs, alcohol, tobacco products, e-cigarettes, or vape products are allowed on the Property at any time.

b. The carrying of weapons is not allowed on the Property except by on-duty, sworn law enforcement personnel.

c. No device which produces flames, sparks, smoke, or explosions is allowed on the Property.

16. Hazardous Materials. During the Term, the Tenant shall not use or cause to be used any hazardous or toxic substances or materials, or otherwise store or dispose of any such substances on the Property without prior written permission from the District, which may be withheld in the District’s sole discretion. Notwithstanding the foregoing, the Tenant may use any ordinary and customary materials reasonably required to be used in the normal course of the Tenant’s operations such as office supplies and cleaning supplies. Such supplies shall be used in compliance with any applicable laws, regulations, and District policies. All disinfecting supplies shall be used in compliance with the Healthy Schools Act, Education Code Sections 17608, et seq.

17. Covenants, Conditions, and Restrictions. The Property is currently subject to certain Declarations of Covenants, Conditions and Restrictions (“CC&Rs”) for the Parcel Map No. 4102 Industrial Properties. By submitting a bid, each bidder acknowledges and agrees that, if awarded the lease, the District reserves the right to make the bidder responsible for full compliance with all applicable CC&Rs, including any CC&Rs as amended by the District in its sole and absolute discretion, so long as such CC&Rs are in force and effect.

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18. Parking. By submitting a bid, the bidder acknowledges and agrees that the Property shares parking with 667 Rancho Conejo Boulevard and 703 Rancho Conejo Boulevard, and that the successful tenant will have only seven (7) exclusive parking spaces. Each bidder shall warrant and represent in the lease that the bidder had ample opportunity to review the site, investigate the availability of parking, and satisfy itself with the sufficiency of parking before submitting a bid.

19. Representations and Warranties; Additional Covenants. The Tenant shall make standard representations and warranties in favor of the District, including that the Tenant’s business entity is and shall remain in good standing with all applicable local, state, and federal agencies; the Tenant shall comply with all applicable laws; and the enforceability of the Lease against the Tenant.

20. Taxes.

(a) Tenant Liability for Taxes. The Tenant shall be liable for any and all taxes, assessments (whether special or general, ordinary or extraordinary, foreseen or unforeseen), license fees, license taxes, excises, property taxes, personal property taxes, and public charges (collectively “Taxes”) levied or assessed upon the Property that are attributable to the Tenant’s use of the Property or that are otherwise attributable to the Lease. The Tenant expressly recognizes, understands, and agrees that the Tenant may be subject to Taxes, the Tenant shall be liable for any such Taxes, and the Tenant’s payment of any such Taxes shall not reduce any Rent due to the District.

(b) Tax Billing. In the event taxes are assessed against the District that are attributable to the Tenant’s use of the Property or that are otherwise attributable to the Lease, the District shall provide the Tenant with copies of each such notice immediately upon receipt, but in no event later than thirty (30) days after the date of such notice of assessment. The Tenant’s reimbursement of any such tax shall be due to the District thirty calendar (30) days following the Tenant’s receipt of a written request and reasonable evidence of the amount for which the Tenant is responsible.

(c) Required Tax Notice. Pursuant to Section 107.6 of the California Revenue and Taxation Code, the District notifies the Tenant that: (i) the property interest obtained by the Tenant pursuant to the Lease may be subject to property taxation; and (ii) the Tenant may be subject to the payment of property taxes levied on the property interest obtained by the Tenant.

21. Security. The Tenant shall be solely responsible for the security of the Property, inclusive of the security of any and all of the Tenant’s personal property stored on or about the Property.

22. Insurance. The Tenant, at its own cost and expense, shall procure and maintain during the Term of the Lease policies of insurance for the following types of coverage:

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a. Commercial General Liability Insurance. The Tenant shall procure and maintain, during the term of the Lease, the following general liability insurance coverage:

Each Occurrence Aggregate Use of Leased Premises $ 2,000,000.00 $ 4,000,000.00

Commercial general liability insurance shall include products/completed operations, property damage, and personal and advertising injury coverage. Any and all subcontractors hired by the Tenant in connection with the Property shall maintain such insurance unless the Tenant’s insurance covers the subcontractor and its employees.

b. Automobile Liability. The Tenant shall procure and maintain, during the full Term of the Lease, automobile liability insurance, including non-owned and hired automobiles, as applicable with the following coverage limits:

Personal vehicles: $ 500,000.00 combined single limit or

$100,000.00 per person / $300,000.00 per accident Commercial vehicles: $1,000,000.00 combined single limit

c. Workers’ Compensation Insurance. The Tenant shall procure and maintain, during the Term of the Lease, workers’ compensation insurance, as required by California law, covering all of its employees. Additionally, the Tenant shall procure and maintain employers’ liability insurance coverage of at least $1,000,000.

In the event of any work which is subcontracted in connection with the Property, the Tenant shall require all subcontractors to provide workers’ compensation insurance and employers’ liability insurance for all of the subcontractor’s employees to be engaged in such work unless such employees are covered by the protection afforded by the Tenant’s workers’ compensation insurance.

d. Property Insurance. The Tenant shall procure and maintain, during the term of the lease, property insurance against all risks of loss, including, but not limited to, fire, theft, vandalism, rain, water, criminal or negligent acts of others, or any other cause to any of the Tenant’s personal property, fixtures, equipment, inventory and vehicles, at full replacement cost with no coinsurance penalty provision.

e. Other Coverage as Dictated by the District. The Tenant shall procure and maintain, during the term of the Lease, the following other Insurance coverage:

Each Occurrence Aggregate Abuse and Molestation $ 2,000,000.00 $4,000,000.00 Business Interruption insurance to cover a full year of lease payments.

f. Broader or Higher Limits. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the District requires and shall be entitled to the broader coverage and/or higher limits maintained by the Tenant. Any available

-14-insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the District.

g. Primary Coverage. The Tenant’s insurance is primary and will not seek contribution from any other insurance available to the District.

h. Certificates of Insurance. The Tenant shall provide certificates of insurance to the

District, with the District as certificate holder, as evidence of the insurance coverage required herein, not less than fifteen (15) days prior to the effective date of the Lease, and at any other time upon the request of the District. Certificates of insurance will be deemed invalid if proper endorsements are not attached. Certificates of such insurance shall be filed with the District on or before commencement of the Lease.

i. Endorsements. The Tenant’s and any and all of the Tenant’s subcontractors’ commercial general liability insurance; commercial automobile insurance; liability excess, umbrella and/or reinsurance; and abuse and molestation coverage shall name the District, its governing board, officers, agents, employees, and/or volunteers as additional insureds. All endorsements specifying additional insureds for any of the insurance policies shall be as indicated below or an equivalent endorsement reasonably acceptable to the District.

i. General Liability Use of Leased Premises: CG 20 11 10 01;

ii. Legal Liability Coverage (Property Coverage) ISO Form CP 00 40 04 02

iii. Primary, Non-Contributory

CG 20 01 01 13

iv. Waiver of Subrogation

CG 24 04 05 09

v. Commercial Automobile Liability

CA 20 48 10 13

The Tenant’s and any and all of the Tenant’s subcontractors’ commercial general liability insurance shall provide a list of endorsements and exclusions.

j. Deductibles. Any deductible(s) or self-insured retention(s) applicable to the insurance and/or coverage required by the foregoing provisions of the Lease must be declared to and approved by the District. The Tenant shall be responsible to pay that deductible or self-insured retention and the District shall not be responsible to pay these costs. In the event that the Tenant’s deductibles or self-insured retentions collectively total more than $25,000, the District reserves the right to request proof of the Tenant’s financial solvency in relation to remittance thereof or require the Tenant to post a bond guaranteeing payment of the deductible, or both.

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k. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.

Best’s rating of no less than A: VII, unless otherwise acceptable to the District.

l. Claims Made Policies. Insurance written on a “claims made” basis is to be renewed by the Tenant and all Tenant subcontractors for a period of five (5) years following termination of the Lease. Such insurance must have the same coverage and limits as the policy that was in effect during the Term and will cover the Tenant for all claims made.

m. Failure to Procure Insurance. Failure on the part of the Tenant, or any of its subcontractors, to procure or maintain required insurance shall constitute a material breach of contract under which the District may immediately terminate the Lease.

23. Indemnification. To the fullest extent permitted by law, the Tenant agrees to defend, indemnify, and hold harmless the District, its governing board, officers, agents, employees, successors, assigns, independent contractors and/or volunteers from and against any and all claims, demands, monetary or other losses, loss of use, damages and expenses, including, but not limited to, legal fees and costs, or other obligations or claims arising out of any liability or damage to person or property resulting from bodily injury, illness, communicable disease, virus, pandemic, or any other loss, sustained or claimed to have been sustained arising out of activities of the Tenant or those of any of its officers, agents, employees, participants, vendors, customers or subcontractors, whether such act or omission is authorized by the Lease or not. The Tenant also agrees to pay for any and all damage to the real and personal property of the District, or loss or theft of such property, or damage to the Property done or caused by the foregoing persons. The District assumes no responsibility whatsoever for any property placed on District premises by the Tenant, or the Tenant’s agents, employees, participants, vendors, customers or subcontractors. The Tenant further hereby waives any and all rights of subrogation that it may have against the District. The provisions of this indemnification do not apply to any damage or losses caused solely by the negligence of the District or any of its governing board, officers, agents, employees and/or volunteers.

24. No Subleases, Transfers, or Assignments. The Tenant shall not sublease, transfer, assign, hypothecate or mortgage the Property or any portion thereof, in any manner whatsoever (whether voluntarily, involuntarily, by operation of law, or otherwise). For avoidance of doubt, this restriction includes, but is not limited to, the following: (a) any change in the controlling percentage of the Tenant (where “controlling percentage” means the ownership of, and the right to vote, stock or membership interests possessing at least fifty-one percent (51%) of the total combined voting power of all classes of the Tenant’s stock or membership interests, or such lesser percentage as is required to provide actual control over the affairs of the Tenant) whether by merger, reorganization, consolidation, purchase and sale of stock or membership interests, dissolution, or otherwise; (b) any delegation of the Tenant’s obligations, duties, conditions, rights, or remedies under the Lease to a third party (e.g., a subcontractor, third party independent contractor, etc.); and

(c) the listing of the Lease as an asset under any bankruptcy, insolvency or reorganization

-16-proceeding. Any purported assignment in violation of this paragraph shall be void and any attempted assignment in violation of this paragraph shall constitute a material breach of the Lease by the Tenant.

25. Tenant Default and Breach, and District Remedies.

a. Definitions. A “Default” under the Lease shall be the failure of the Tenant to comply with or perform any of the terms, covenants, conditions, or rules and regulations under the Lease. A “Breach” under the Lease shall be defined as the occurrence of one or more of the following events of Default and the failure of the Tenant to cure such Default within any applicable grace period:

i. The vacating or abandonment of the Property, which shall be deemed to have occurred if the Tenant ceases to continuously operate its business for a period of seven (7) consecutive days, unless due to a force majeure event;

ii. The failure of the Tenant to make any payment of the Rent or any Security Deposit to the District or any other sums due to any other party under the Lease (including, but not limited to, utility payments, Taxes, license fees, permit fees, subcontractor fees, supplier fees, or sums due to prevent or resolve any encumbrances upon the Property) for a period of thirty (30) days;

iii. The failure of the Tenant to fulfill any obligation under the Lease or applicable law that endangers life or property, where such failure continues for a period of two (2) business days following written notice to the Tenant;

iv. The failure of the Tenant to allow the District and/or the District’s agents access to the Property;

v. The Tenant’s commission of waste, or acts constituting a public or private nuisance, and/or any illegal activities by the Tenant or its agents;

vi. The occurrence of any of the following events: (A) the making of any general arrangement or assignment for the benefit of creditors; (B) becoming a “debtor” as defined in 11 U.S.C. section 101 or any successor statute thereto (unless, in the case of a petition filed against the Tenant, the same is dismissed within sixty

(60) calendar days); (C) the appointment of a trustee or receiver to take possession of substantially all of the Tenant’s assets located at the Property or of the Tenant’s interest in the Lease, where possession is not restored to the Tenant within thirty (30) days; or (D) the attachment, execution, or other judicial seizure of substantially all of the Tenant’s assets located at the Property or of the Tenant’s interest in the Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions;

vii. The discovery that any financial statement of the Tenant or any other information provided by the Tenant in connection with its bid to lease the Property was materially false;

viii. The failure to procure or maintain the insurance policies required under the Lease;

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ix. Any other Default by the Tenant regarding the terms, conditions, or provisions of the Lease where such Default continues for a period of thirty (30) calendar days after written notice.

b. Remedies. If the Tenant is in Breach of the Lease, the District may declare the Lease terminated and may immediately re-enter the Property and take possession of the same together with any of the Tenant’s personal property, equipment or fixtures left on the Property which items may be held by the District as security for the Tenant’s eventual payment and/or satisfaction of rental defaults or other defaults of the Tenant under the Lease.