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HomeMy WebLinkAbout14. Adopt Ord Approving Lease with Downey Chamber of CommerceIl II I I I U. X31'I TO: MAYOR ASHTON AND MEMBERS OF THE CITY COUNCIL CiTY MANAGER FROM: OFFICE OF THE CITY MANAGER BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOPM� DATE: FEBRUARY 27, 2018 SUBJECT: CHAMBER OF COMMERCE — RENEWAL OF LEASE AGREEMENT RECOMMENDATION That the City Council adopt the following titled ordinance, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING A LEASE BETWEEN THE CITY OF DOWNEY AND THE DOWNEY CHAMBER OF COMMERCE BACKGROUND At its February 13, 2018 meeting, the City Council introduced the attached Ordinance, extending its existing lease with the Downey Chamber of Commerce for 10 years. FISCAL IMPACT The City will receive compensation of one dollar ($1) for each year or a total of $10 for the proposed 10 -year lease term. Attachments: "A" — Ordinance with Lease 0 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING A LEASE BETWEEN THE CITY OF DOWNEY AND THE DOWNEY CHAMBER OF COMMERCE WHEREAS, in June 1961, the City of Downey ("City") and the Downey Chamber of Commerce ("Chamber") entered into a 25 -year lease at property owned by the City of Downey located at 11131 Brookshire Avenue, Downey; and WHEREAS, three years before the lease was scheduled to expire, in September 1983, the City and Chamber entered into a second 25 -year lease which would allow the Chamber to move forward with several tenant improvements to their office building; and WHEREAS, the current lease, which was renewed again in September 2008 for a 10 - year period, expires in March 2018; WHEREAS, the City and the Chamber wish to renew the lease for an additional 10 -year period. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES ORDAIN AS FOLLOWS: SECTION 1. That certain Lease, a copy of which is is attached hereto as Exhibit "A and incorporated herein by reference between the City of Downey, as Lessor, and the Downey Chamber of Commerce, as Lessee, regarding property commonly referred to as 11131 Brookshire Avenue is hereby approved. SECTION 2. The City Clerk shall certify the adoption of this Ordinance and cause the same to be published in the manner required by law. Attachment"A" ORDINANCE NO. 18 -- PAGE 2 mom SEAN ASHTON, Mayor ATTEST: MARIA ALICIA DUA TE, CMC City Clerk STATE OF CALIFORNIA COUNTY OF LOS ANGELES Ss CITY OF DOWNEY I HEREBY CERTIFY that the foregoing Ordinance No. 18-- was introduced at a Regular Meeting of the City Council of the City of Downey held on the 13`h of February, and adopted at a Regular Meeting of the City Council of the City of Downey held on the Of , 2018, by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: I FURTHER CERTIFY that a summary of the foregoing Ordinance No. 18- was published in the Downey Patriot, a newspaper of general circulation in the City of Downey, on —, 2018 (after introduction), and on 2018 (after adoption including the vote thereon). It was also posted in the Regular posting places in the City of Downey on the same dates. MARIA ALICIA DUARTE, CIVIC City Clerk This Lease ("Lease") made this day of February, 2018, by and between the CITY OF DOWNEY, a municipal corporation and charter city (hereinafter referred to as "Lessor"), and the DOWNEY CHAMBER OF COMMERCE, a non-profit, mutual benefit corporation (hereinafter referred to as "Lessee"). WHEREAS, the Lessor is the owner of that certain property within the City of Downey commonly referred to as 11131 Brookshire Avenue, Downey pursuant to a lease between Lessor and Lessee which was entered into on February 26, 2008 and is scheduled to expire March 28, 2018; and WHEREAS, said property presently is used as the site of the Downey Chamber of Commerce; and WHEREAS, the Downey Chamber of Commerce is an organization incorporated and existing for the purpose of serving its members of the Downey business community and the general public of the City of Downey; and WHEREAS, the location of the offices of the Chamber of Commerce upon said Civic Center site is of benefit to the parties. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. Lessor hereby leases to Lessee and Lessee leases from Lessor that certainland (hereinafter referred to as "premises") in the City of Downey, County of Los Angeles as shown on that certain map marked Attachment "A" attached hereto and by this reference made a part hereof and more particularly described as the northwesterly 47 feet of the southeasterly 54.5 feet of the northeasterly 63.5 feet of the southwesterly 104.09 feet of Parcel 1 of Parcel Map 14879 in the City of Downey, County of Los Angeles, State of California as per map recorded in Book 150, Page 29 of Parcel Maps in the Office of the County Recorder of said County. 2. The term of this Lease shall be for a period of ten (10) years commencing upon the effective date of the ordinance approving the Lease in 2018 and ending at the expiration or ten (10) years from said date, 2028; provided, however, it is the intention of the parties that said Lease will be renewed for an additional period of years and upon terms and conditions as may be mutually agreed upon. At the expiration of said Lease or any renewal thereof, or the sooner termination thereof,_ lessee will quit and deliver upon the leased premises and all buildings or structures thereon to the Lessor and Lessee shall have no further right, title or interest in or to any of said premises or structures. 3. Lessee shall pay to Lessor for the rights granted hereunder the sum of Ten ($10.00) to be paid upon the execution of this Lease. 4. Lessor will provide and maintain suitable landscaping on the premises thereby preserving the overall consistency in landscaping design of the Civic Center. 5. The building existing on said site shall be used only for the activities and business conducted by the Downey Chamber of Commerce. Lessee accepts the premises as being in good condition for the above -stated purposes. In the event said building is used for any other purpose or use, or in the event said building remains vacant or unused by Lessee fora period of one -hundred and eighty (180) consecutive days, Lessor, at its option, may terminate this Lease and take possession of the demised premises without further notice to Lessee. 6. Lessee shall not remove or destroy said building nor make any alterations, changes, or additions in or to said building, without the written consent of the Lessor first being obtained. No signs shall be placed on the exterior of said building unless the written approval of the Lessor first is obtained. 7. Lessee shall maintain said building in a condition to the satisfaction of the Lessor. Lessee shall maintain all parts of said building in good repair at its sole expense. The exterior color of said building shall be subject to the approval of Lessor. 8. This Lease shall not commence until Lessee has provided evidence satisfactory to the Lessor that it has secured all insurance required under this section. A. Minimum Reggirements. Lessee shall, at its expense, procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with this Lease by the Lessee, its agents, representatives, and employees. Such insurance shall meet at least the following minimum levels of coverage: (i) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) Commercial General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (ii) Minirngrn Limits of Insurance. Lessee shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease and premises or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $2,000,000 per accident for bodily injury or disease. 2 B. Insurance Endorsements. The insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms approved by the Lessor to add the following provisions to the insurance policies: (i) Commercial General Liabilit :_ The commercial general liability policy shall be endorsed to state that: (1) the Lessor, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to this Lease and operations performed by or on behalf of the Lessee; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officials, officers, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way. (ii) Automobile Liaility. The automobile liability policy shall be endorsed to state that: (1) the Lessor, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Lessee or for which the Lessee is responsible; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officials, officers, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way. (iii) Workers' Compensation and Em to ers Liability-Coyera e. The insurer shall agree to waive all rights of subrogation against the Lessor, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Lessee. (iv) All Covera€tes. Each insurance policy required by this Lease shall be endorsed to state that: _(A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Lessor; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Lessor, its directors, officials, officers, employees, agents and volunteers. C. , Separation of Insureds: No S ecial Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3 D. Deductibles and Self -Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Lessor. Lessee shall guarantee that, at the option of the Lessor, either:_ (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Lessor, its directors, officials,_ officers, employees, agents and volunteers; or (2) the Lessee shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. E. Acceotabilitv of Insurers`. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the Lessor. F. Verification of Coverage. Lessee shall furnish Lessor with original certificatesof insurance and endorsements effecting coverage required by this Lease on forms satisfactory to the Lessor. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the Lessor if requested. All certificates and endorsements must be received and approved by the Lessor before work commences. The Lessor reserves the right to require complete, certified copies of all required insurance policies, at any time. 9. In the event said building is damaged or destroyed from any cause whatsoever during the term of this Lease, Lessee shall cause the same to be repaired or replaced in accordance with the original plans on file with the Lessor; provided, however, that upon the written approval of the Lessor being first obtained, deviations from said plans may be made to conform to existing circumstances. In the event Lessee does not commence such repair or replacement within a reasonable time from the time of such damage or destruction or within one -hundred and eighty (180) days after written demand by the Lessor to the Lessee to so commence such repair or replacement, Lessor may cause the same to be done and thereupon Lessor shall be entitled to receive all proceeds from any insurance policy covering said damage or destruction. In the event the proceeds of any applicable insurance policy are not sufficient to cover the expenses incurred by Lessor in repairing or replacing such building, such amounts expended by Lessor over and above such proceeds shall be deemed rent immediately due and payable by Lessee to Lessor on demand, together with interest thereon at the rate of ten percent (10%) per annum. 10. All real and personal property taxes including possessory interest taxes levied upon said premises, including those by reason of the improvements required by this Lease, shall be paid by Lessee. If Lessee fails to pay any such taxes or any assessments, or other public charges assessed against said premises before the same become delinquent, then in such event Lessor may pay the same, together with interest and penalties thereon, and the amounts so paid shall be deemed rent immediately due and payable by Lessee to Lessor on demand,together with interest thereon, at the rate of ten percent (10%) per annum. LI 11. Lessee will not at any time permit any mechanics, laborers, or materialmen's liens to stand against the premises for any labor or material furnished to Lessee or claimed to have been furnished to Lessee or Lessee's agents, contractors, or for contractors in connection with any work of any character performed or claimed to have been performed on said premises by or at the direction or sufferance of Lessee provided, however, that Lessee shall have the right to contest the validity or amount of any such lien or claim of lien upon giving to Lessor such reasonable security as may be demanded by Lessor to insure payment thereof and prevent any sale, foreclosure, or forfeiture of the premises by reason of such non-payment provided such security need not exceed one and one-half times the amount of such lien or claim lien. On final determination of the lien or claim of lien, Lessee immediately will pay final judgment rendered with all proper costs and charges and shall have the lien released or judgment satisfied at Lessee's own expense. If Lessee shall fail to pay such lien or judgment promptly, Lessor shall have the right, but not the obligation to pay the same, and if paid by Lessor, the amount thereof shall be deemed rent immediately due and payable by Lessee to Lessor on demand, together with interest thereon at the rate of percent (10%) per annum. 12. Lessee shall pay all charges for gas, electricity, water, telephone, internet, sewers, janitorial, and other public utility services supplied to the premises during the term of this Lease as such charges become due and payable. 13. Lessee covenants and agrees with Lessor that Lessor shall not be liable for any injuries or damages to persons or property from any cause whatsoever by reason of the use, occupation, control, or enjoyment of the demised premises by Lessee, or any person invited, suffered, or permitted by Lessee to go, or be upon said premises. Lessee shall defend, indemnify and hold Lessor, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Lessee, its directors, officers, employees, agents and contractors arising out of or in connection with this Lease, including but not limited to (a) the condition of the premises, (b) Lessee's use of the premises, or (c) Lessee's operations or services in connection with or pursuant to this Lease, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Lessee shall defend, at Lessee's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Lessor, its officials, officers, employees, agents or volunteers. Lessee shall pay and satisfy any judgment, award or decree that may be rendered against Lessor or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Lessee shall reimburse Lessor and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Lessee's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Lessor, its officials, officers, employees, agents or volunteers. This indemnification, defend and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Lease. 5 14. Lessee by operation of law or otherwise shall not assign or hypothecate its interests in whole or in part in this Lease or sublet all or any portion of said premises without first obtaining the written permission of Lessor. 15. The waiver by Lessor of any breach by Lessee or any of the terms, covenants, conditions, or obligations contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement, term, condition, or obligation, and no waiver shall be deemed to occur by Lessor's failure to enforce any of the terms, covenants, conditions, and agreements contained herein. 16. In the event Lessee breaches any of the terms, covenants, or conditions contained herein, Lessor, at its option, may give Lessee a ten (10) day written notice to correct such breach, and in the event Lessee fails to correct such breach within said thirty -day period, Lessor without further notice or process of law may declare this Lease terminated and all of Lessee's rights, hereunder terminated and thereupon all of Lessee's right, title, and interest in and to said premises and building immediately shall vest in Lessor. 17. Notice or demand as required or permitted herein may be given or served by registered mail deposited in the United States Post Office at any place within the County of Los Angeles with postage and registration charges fully pre -paid addressed, if to Lessor, as follows: and, if to Lessee, as follows: City Manager City of Downey 11111 Brookshire Avenue Downey, CA 90241 Executive Director Downey Chamber of Commerce 11131 Brookshire Avenue Downey, CA 90241 Either Lessor or Lessee from time to time may change the address applicable to it by notice given in the manner hereinabove set forth. 18. In the event it is necessary for either party hereto to bring an action at law or equity to have its rights determined hereunder, the prevailing party shall be entitled to reasonable attorney's fees and costs. 19. Lessee may terminate this Lease at any time during its term by giving sixty (60) days prior notice to Lessor. The Lessee shall upon the termination or expiration of the Lease, surrender the premises in as good condition, reasonable use and wear excepted. 6 20� Lessor and Lessee shall not, by virtue of this Lease, in any way or for any reason, be deemed to be or have become a partner o f in the conduct of its businessf. ttherwise, or a joint venture. IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed the -lay and year first above written. DOWNEY CHAMBER OF COMMERCE By MICHAEL CALVERT, Ex ,tie CITY OF DOWNEY By SEAN ASHTON, Mayor Attest: By MARIA ALICIA DUARTE, CMC City Clerk W M. Abich Garcia, City Attorney N ATTACHMENT "A" Attachment "A„ Site Map Legend: Downey Chamber of Commerce Office