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HomeMy WebLinkAbout2016-10-11 - AGENDA REPORTS - LEASE AGMT CHAMBER OF COMMERCE (2)O Agenda Item: 4 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR -41 CITY MANAGER APPROVAL: '11 _3 DATE: October 11, 2016 SUBJECT: LEASE AGREEMENT WITH THE SANTA CLARITA VALLEY CHAMBER OF COMMERCE DEPARTMENT: Community Development PRESENTER: Jason Crawford RECOMMENDED ACTION City Council: 1. Approve the Lease Agreement between the City of Santa Clarita and the Santa Clarita Valley Chamber of Commerce, and authorize the City Manager or designee to execute the Agreement, subject to City Attorney approval. 2. Increase estimated revenues in Account 100-4311.007 (Rental Income) by $2,396.03 for Fiscal Year 2016-17, and by $1,711.45 for Fiscal Year 2017-18. BACKGROUND The Santa Clarita Valley Chamber of Commerce (Chamber) is a valuable economic development partner in the community. The Chamber represents over 1,000 businesses, most of which are local, small businesses. The Chamber's mission is to help their members grow their businesses, adapt to new challenges, and connect businesses to the community. This is accomplished through: relationship -building and networking event, like monthly breakfasts and luncheons; leadership development programs, including the Leadership Academy and the Emerging Leaders networking group; educational programs, such as the Business Development Series; governmental advocacy; and the promotion of shopping local through the SCV Cash Mob program. The Chamber recently approached the City requesting to temporarily relocate to City Hall at no cost for a period not to exceed one year. The Chamber is seeking a tenant to sublet their existing space on Tourney Road for the remainder of their lease term. During the term with the City, the Chamber would look for a new permanent location. The Chamber was previously located at City Hall in Suite 100. Page 1 Packet Pg. 18 O Staff looked to identify available space at City Hall. Suite 265, a space of approximately 1,048 square feet on the second floor, is currently being used for storage. Allowing the Chamber to locate in this space would not impact the overall operations at City Hall. The terms of the proposed Lease Agreement are as follows: • The Chamber would be located in Suite 265 from December 1, 2016 - November 30, 2017, for the purposes of housing Chamber staff and conducting Chamber business. • The Lease Agreement provides for the use of Suite 265 only, and does not include any meeting rooms or conference space within City Hall outside of Suite 265. Monthly Board meetings of the Chamber would be held at other Chamber Boardmember locations. • Space would be provided to the Chamber for no lease fee; however, the Chamber is responsible for their pro-rata share of utilities, which has been determined to be $342.29 per month. The Chamber would be responsible for providing their internet and telephone services. • Five access cards would be provided to the Chamber. Two would have 24-hour access to City Hall, and three would have access during the hours of 7:00 a.m. to 6:00 p.m. The Chamber shall be responsible for the conduct of access card holders and any visitors that come to their office. Visitors must be escorted between the building lobby and their office by a Chamber staff member. • The Chamber would be provided five parking stickers for use by Chamber staff, and must park in designated "Employee Parking Only" spaces. In the event parking is not available at City Hall, Chamber staff must use the employee lot on Citrus Avenue. Visitors of the Chamber may only park in designated "City Hall Visitor" spaces. • City Hall is a municipal facility, and the Chamber sometimes takes positions on political elections, ballot measures, or other matters involving the vote of the electorate. To limit the public perception that any advocacy by the Chamber is a reflection of the City's position on the matter, language has been added to the Lease Agreement prohibiting the posting or displaying of those political positions taken by the Chamber within the leased space. The Chamber is also prohibited from holding any events or gatherings in the leased space that advocates their position. ALTERNATIVE ACTION Other action as determined by City Council. FISCAL IMPACT The execution and implementation of the Lease Agreement will result in $2,396.03 of revenue in FY 2016-17 and $1,711.45 of revenue in FY 2017-18 for the Chamber's pro-rata share of utilities as outlined in the Lease Agreement. ATTACHMENTS Chamber of Commerce Lease Agreement Page 2 Packet Pg. 19 4.a LEASE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND THE SANTA CLARITA VALLEY CHAMBER OF COMMERCE THIS LEASE ("LEASE") is made and executed this day of , 20, between CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY"), and THE SANTA CLARITA VALLEY CHAMBER OF COMMERCE ("LESSEE"), who agree as follows: 1. RECITALS: This LEASE is made with reference to the following facts and objectives: A. LESSEE desires to rent Suite #265 situated in the City Hall building located at 23920 Valencia Boulevard, Santa Clarita, CA, to house the LESSEE offices and meeting space. B. LESSEE acknowledges that it has inspected the PREMISES (as defined in Section 2, below), and that the same are in good and tenantable condition on the date hereof, LESSEE agrees to accept the PREMISES, access, and improvements "WHERE -IS" and "AS -IS;" and LESSEE acknowledges and agrees that the CITY makes no warranty or representation of any kind respecting the condition, safety, or suitability of the PREMISES, except as otherwise expressly stated in this LEASE. 2. DESCRIPTION OF PREMISES. CITY leases to LESSEE to use, on the terms and conditions of this LEASE, approximately 1,048 square feet, Suite 265, located within City Hall, 23920 Valencia Boulevard, Santa Clarita, CA, more particularly identified in attached Exhibit "A," which is incorporated by reference, ("PREMISES"). The PREMISES subject to this LEASE is limited to the space available in Suite 265 and does not include other areas of the City Hall building, including conference spaces or meeting rooms. 3. TERM. Unless terminated as provided in this LEASE, the term of this LEASE is for 12 months, commencing on December 1, 2016, and ending November 30, 2017. LESSEE may not extend beyond the term of this LEASE. 4. LEASE FEE. During the twelve month term of this LEASE (December 1, 2016 — November 30, 2017), the City agrees to charge LESSEE zero dollars ($0). LESSEE will be responsible for payment of utilities, per section 6. 5. USE OF PREMISES; BUILDING ACCESS; PARKING; PROHIBITION ON POLITICAL ADVERTISEMENTS. A. Except as otherwise provided in this LEASE, LESSEE will use the PREMISES to house personnel and provide services in conjunction with Santa Clarita Valley Chamber of Commerce activities. The PREMISES may not be used for any other purpose. LESSEE understands and agrees that LESSEE will not have the use of any conference space or meeting rooms located in the City Hall building, other than that which is currently located in the PREMISES, and that should LESSEE require conference space or meeting rooms beyond that currently located in the PREMISES, LESSEE will need to obtain such in locations other than the City Hall building. LA #4814-6219-9863 v1 Packet Pg. 20 4.a B. This LEASE includes five key cards for LESSEE's employees, which will provide access to the second floor. Two of such cards will have 24 hour access (intended for the CEO and Chairman of the Board), and three will have access from 7:00 a.m. to 6:00 p.m. Cards shall only be used to gain access to the PREMISES, including elevator and stairwell access, and for no other purpose. LESSEE shall be responsible for the conduct of their card holders and visitors. Visitors must be escorted between the building lobby and the PREMISES by LESSEE staff. LESSEE agrees to notify the CITY immediately of any lost or stolen key cards, and further agrees to pay the applicable replacement cost for such cards. C. LESSEE shall have the use of five parking permit stickers for LESSEE's employees. Parking is limited to designated "Employee Parking Only" spots within the parking lot. In the event parking is not available, LESSEE's employees shall park in the CITY employee lot located on Citrus Avenue. All of LESSEE's visitors shall only park in marked "City Hall Visitor" spaces within the parking lot. D. LESSEE acknowledges that it will be occupying space in a municipal facility and that, as such, the CITY has an interest in ensuring that political advocacy and advertising on the part of LESSEE not be perceived by members of the general public as being political advocacy or advertising on the part of the CITY. Accordingly, in order to avoid the perception that LESSEE's political positions are those of the CITY, LESSEE agrees that it will not post or display signage or other advertising of any type in the PREMISES which supports, opposes, or otherwise advocates a position respecting any political election, ballot measure, or other matter involving a vote of the electorate, including, but not limited to, elections to office in the CITY and ballot measures in or affecting the CITY, nor will LESSEE hold any events or gatherings on the PREMISES that advocate such a position. 6. UTILITIES. The CITY will provide all reasonable utilities and services required for the use of the PREMISES, including, electricity, gas, trash, water, and janitorial services. LESSEE is responsible for their pro-rata share of utilities during the LEASE term. The utility rate has been determined to be $342.29 per month, payable to the "City of Santa Clarita" beginning on December 1, 2016, and on the first of each month during the term of this LEASE. Notwithstanding the foregoing, LESSEE is responsible for acquiring and paying for its own internet and telephone services. 7. TERMINATION. This LEASE may be terminated as follows: A. At the expiration of the term; B. Upon mutual written agreement between the parties; C. Upon the date a condemning authority takes possession of all or any part of the PREMISES or the building of which the PREMISES are a part; or D. As provided in Section 19. LA #4814-6219-9863 v1 2 Packet Pg. 21 4.a 8. CONDITION OF PREMISES UPON TERMINATION. Upon termination of this LEASE for any reason, LESSEE will vacate the PREMISES and deliver it to the CITY in good order and condition; damage by the elements, earthquake, and ordinary wear and tear which could not have been avoided by reasonable maintenance practices excepted. 9. CONDEMNATION. If all or part of the building in which the PREMISES are located is acquired by eminent domain or purchase in lieu thereof, the CITY shall be entitled to receive all awards and compensation in connection therewith, and LESSEE acknowledges that it will have no claim to any compensation awarded for the taking or for loss of or damage to LESSEE's improvements, provided that LESSEE shall have the right to make a separate claim for loss of its trade fixtures and personal property and for relocation expenses so long as the same does not reduce LESSOR'S award and compensation. 10. FORCE MAJEURE. Except for the payment of monetary sums, no party to this LEASE shall be chargeable with, or liable for, or responsible to the other for anything or in any amount due to, and the time for performance hereunder by such party shall be extended for, any delay caused by fire, earthquake, explosion, flood, the elements, acts of terrorism, acts of God, insurrection, rebellion, riots, strikes, lockouts, unforeseeable labor or material shortages, litigation, or any other cause whether similar or dissimilar to the foregoing which is beyond the reasonable control of such party, and any delay due to said causes or any of them shall not be deemed a default under this LEASE. 11. LESSEE'S PERSONAL PROPERTY. All personal property of LESSEE located at the PREMISES will remain the property of LESSEE during the term of this LEASE and may be removed by LESSEE at any time, and shall be removed by LESSEE prior to the expiration or other termination of the term of this LEASE. LESSEE, at LESSEE'S cost and expense, must promptly repair all damage to the PREMISES occasioned by the removal of its personal property. 12. ALTERATIONS, MECHANICS' LIENS. LESSEE will not make, or cause to be made, any alterations or modifications to the PREMISES, or any part thereof, without the CITY's prior written consent, which consent the CITY is under no obligation to give. LESSEE will keep the PREMISES free from any liens arising out of any permitted work performed, material furnished, or obligations incurred by LESSEE. 13. ASSIGNMENT AND SUBLETTING. This LEASE may not be assigned, transferred, or sublet by LESSEE, whether voluntarily or involuntarily. Any such purported transfer will be null and void. 14. HOLDING OVER. If LESSEE holds over after the expiration of the term of this LEASE hereof, with or without the express or implied consent of the CITY, such tenancy shall be from month -to -month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case rent shall be payable at a monthly rate of $5,000 (200% of current market rate). Such month -to -month tenancy shall be subject to every other term, covenant, and agreement contained herein. Nothing contained in this Section 14 shall be construed as consent by the CITY to any holding over by LESSEE, and the CITY expressly reserves the right to require LESSEE to surrender possession of the PREMISES to the CITY as provided in this LEASE upon the expiration or other termination of this LEASE. The provisions of this Section LA #4814-6219-9863 v1 3 Packet Pg. 22 4.a 14 shall not be deemed to limit or constitute a waiver of any other rights or remedies of the CITY provided herein or at law. If LESSEE fails to surrender the PREMISES upon the termination or expiration of this LEASE, in addition to any other liabilities to the CITY accruing therefrom, LESSEE shall protect, defend, indemnify, and hold the CITY harmless from all loss, costs (including reasonable attorneys' fees), and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding LESSEE founded upon such failure to surrender, and any lost profits to the CITY resulting therefrom. 15. INDEMNIFICATION. Except to the extent directly caused by the CITY's negligence, LESSEE agrees to indemnify, protect, defend (by counsel reasonably satisfactory to the CITY), and hold the CITY harmless from and against all claims, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees and costs) which the CITY may suffer or incur arising from or relating to (a) LESSEE's use of the PREMISES, (b) any negligence, act, or omission of LESSEE in or about the PREMISES, or (c) any default by LESSEE under this LEASE. For purposes of this section "CITY" includes the CITY's officers, officials, employees, agents, contractors, representatives, guests, invitees, and volunteers, and "LESSEE" includes the LESSEE's officers, officials, employees, agents, contractors, representatives, guests, invitees, and volunteers. A. LESSEE expressly agrees that this hold harmless and indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California, and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. B. It is expressly understood and agreed that the provisions of this Section will survive termination or expiration of this LEASE. C. The requirements as to the types and limits of insurance coverage to be maintained by LESSEE as required by this LEASE, and any approval of such insurance by the CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LESSEE pursuant to this LEASE, including but not limited to the provisions concerning indemnification. 16. INSURANCE. LESSEE must procure and maintain insurance of the type, for the period, with the coverages and limits, and in accordance with the terms, conditions, and requirements that follow: A. LESSEE will provide Commercial General Liability, Broad Form General Liability, and Business Automobile Liability insurance that meet or exceed the requirement of ISO Forms GL0002, GL0404, and CA0001, Code 1, respectively, in the most current State of California approved forms, in connection with LESSEE's performance in the amount of not less than $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and PREMISES damage for each policy coverage. B. Commercial General Liability, Broad Form General Liability, and Business Automobile Liability polices required in this LEASE will be endorsed to name the CITY, its officials, volunteers, and employees as "additional insureds" under said insurance coverage, to state that such insurance will be deemed "primary" such that any other insurance that LA #4814-6219-9863 v1 4 Packet Pg. 23 4.a may be carried by the CITY will be excess thereto, and to state that the policy(ies) will not be cancelable or subject to reduction except upon 30 days prior written notice to the CITY. LESSEE will furnish to the CITY a Certificate of Insurance, in the standard form required by CITY, duly authenticated, evidencing maintenance of the insurance required under this LEASE, and such other evidence of copies of policies as may be reasonably required by the CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." 17. COMPLIANCE WITH LAW. LESSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the PREMISES, and will faithfully observe in the use of the PREMISES all applicable laws, rules, and regulations, including, without limitation, laws, rules, and regulations relating to the use, storage, and disposal of toxic or hazardous substances. The judgment of any court of competent jurisdiction that LESSEE has violated any such requirement, law, rule or regulation in the use of the PREMISES will be conclusive of that fact as between the CITY and LESSEE. 18. AMENDMENT; WAIVER. No term or provision of this LEASE may be amended, altered, modified, or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment, alteration, modification, or waiver is sought. Any amendment, alteration, modification, or waiver shall be for such period, and subject to such conditions as shall be specified in the written instrument evidencing the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given. 19. DEFAULT. The occurrence of any one or more of the following shall constitute a default by LESSEE: A. Failure by LESSEE to make any payment required to be made by LESSEE hereunder as and when due. B. Failure by LESSEE to observe or perform any of the covenants or provisions of this LEASE, other than as provided in Subsection A above, when such failure continues for a period of 10 days after written notice of such failure is given by the CITY to LESSEE; provided, that if the nature of LESSEE's failure is such that more than 10 days are reasonably required for its cure, then LESSEE will not be deemed to be in default if LESSEE commences such cure within said 10 day period, and thereafter diligently prosecutes such cure to completion. C. (i) The making by LESSEE of any general arrangement or general assignment for the benefit of creditors; (ii) LESSEE becoming a "debtor" as defined in the Federal Bankruptcy Code or any successor statute thereto (unless, in the case of a petition filed against LESSEE, the same is dismissed within 60 days; LA #4814-6219-9863 v1 5 Packet Pg. 24 4.a (iii) The appointment of a trustee or receiver to take possession of substantially all of LESSEE's assets located at the PREMISES or of LESSEE's interest in this LEASE, where possession is not restored to LESSEE within 30 days; or (iv) The attachment, execution, or other judicial seizure of substantially all of LESSEE's assets located at the PREMISES or of LESSEE's interest in this LEASE, where such seizure is not discharged within 30 days. 20. REMEDIES. If LESSEE is in default, then, in addition to all other rights and remedies which the CITY may have at law or in equity, the CITY has the following rights and remedies which are not exclusive but are cumulative: A. The CITY can, with or without terminating this LEASE, reenter the PREMISES and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of LESSEE. If the CITY elects to reenter or shall take possession of the PREMISES pursuant to legal proceedings or pursuant to any notice provided by law, and if the CITY has not elected to terminate this LEASE, the CITY may either recover all rent as it becomes due under this LEASE or relet the PREMISES or any part or parts thereof for such term or terms and upon such provisions as the CITY may deem advisable, and will have the right to make repairs to and alterations of the PREMISES. No reentry or taking possession of the PREMISES by the CITY is to be construed as an election to terminate this LEASE unless a written notice of such intention is given to LESSEE by the CITY. Notwithstanding any reletting without termination by the CITY because of LESSEE's default, the CITY may at any time after such reletting elect to terminate this LEASE because of such default. If the CITY elects to relet the PREMISES without terminating this LEASE, then rent received by the CITY therefrom will be applied as follows: (i) First, to any indebtedness from LESSEE to the CITY other than rent due from LESSEE; (ii) Second, to all costs and expenses, including, without limitation, for maintenance, repairs or alterations, incurred by the CITY in connection with reletting the PREMISES; and (iii) Third, to the payment of rent due and unpaid under this LEASE, and the residue, if any, will be held by the CITY and applied in payment of future rent as the same may become due and payable under this LEASE and to any damages and other amounts which the CITY is otherwise entitled to under this LEASE. Should that portion of such rent received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by LESSEE, then LESSEE agrees to pay such deficiency to the CITY immediately upon demand. In no event will LESSEE be entitled to any excess rent received by the CITY from such reletting. B. The CITY can terminate LESSEE's right to possession of the PREMISES at any time. No act by the CITY other than giving written notice to LESSEE will terminate this LEASE. Acts of maintenance, efforts to relet the PREMISES, or the appointment of a receiver on the CITY's initiative to protect the CITY's interest under this LEASE, shall not constitute a LA #4814-6219-9863 v1 6 Packet Pg. 25 4.a termination of LESSEE's right to possession. On termination, the CITY has the right to recover from LESSEE: (i) The worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this LEASE; (ii) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this LEASE until the time of award exceeds the amount of the loss of rent that LESSEE proves could have been reasonably avoided; (iii) The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that LESSEE proves could have been reasonably avoided; and (iv) Any other amount and court costs necessary to compensate the CITY for all detriment proximately caused by LESSEE's default. "The worth, at the time of the award," as used in (i) and (ii) of this Subsection B, is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. "The worth, at the time of the award," as referred to in (iii) of this Subsection B, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1 %. C. The CITY can have a receiver appointed to collect rent and conduct LESSEE's business. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by the CITY to terminate this LEASE. D. Without waiving the default, the CITY can, at its sole option, pay such sums and/or take such actions as are necessary in the CITY's reasonable judgment in order to cure the default, and all sums expended or incurred by the CITY in connection therewith, together with interest thereon at the maximum rate permitted by law, shall be paid by LESSEE to the CITY immediately upon demand. 21. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this LEASE or by law to be served on or given to either party to this LEASE by the other party will be in writing, and will be deemed served when personally delivered (including by commercial courier or next business day delivery service) to the party to whom they are directed, or in lieu of the personal service, upon the date when received as evidenced by the return receipt when deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: LESSEE at: Santa Clarita Valley Chamber of Commerce 23920 Valencia Boulevard, Suite 265 Santa Clarita, CA 91355 Attn: Lois Bauccio, President and Chief Executive Officer LA #4814-6219-9863 v1 % Packet Pg. 26 4.a CITY at: City of Santa Clarita 23920 Valencia Boulevard, Suite 100 Santa Clarita, CA 91355 Attn: Jason Crawford, Marketing and Economic Development Manager Either party may change its address for the purpose of this Section by giving written notice of the change to the other party in the manner specified in this Section. 22. ACCEPTANCE OF FACSIMILE SIGNATURES. The parties agree that agreements ancillary to this LEASE and related documents to be entered into in connection with this LEASE will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 23. GOVERNING LAW. This LEASE has been made in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this LEASE will be in Los Angeles County. 24. PARTIAL INVALIDITY. Should any provision of this LEASE be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this LEASE will remain in effect, unimpaired by the holding. 25. COUNTERPARTS. This LEASE may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature and acknowledgment pages, if any, of this LEASE may be detached from any counterpart and re- attached to any other counterpart of this LEASE which is identical in form hereto, but having attached to it one or more additional signature and acknowledgment pages. 26. ATTORNEYS' FEES. If either party to this LEASE brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court. 27. DISCLOSURE. Pursuant to California Civil Code Section 1938, the CITY states that, as of the date of this LEASE, the PREMISES have not undergone inspection by a "Certified Access Specialist" ("CASp") to determine whether the PREMISES meet all applicable construction - related accessibility standards under California Civil Code Section 55.53. 28. HEADINGS; EXHIBITS. The Section headings in this LEASE are for convenience of reference only and are not to be referred to in construing or interpreting this LEASE. The recitals to this LEASE, and all exhibits referred to in this LEASE, are a part of this LEASE. LA #4814-6219-9863 v1 o Packet Pg. 27 4.a IN WITNESS WHEREOF, the parties hereto have executed this LEASE as of the day and year first hereinabove written. FOR SANTA CLARITA VALLEY CHAMBER OF COMMERCE By: Lois Bauccio, President and CEO Date: FOR CITY OF SANTA CLARITA: By: Kenneth W. Striplin, City Manager Date: ATTEST: By: City Cleric Date: APPROVED AS TO FORM: By: Joseph M. Montes, City Attorney Date: LA #4814-6219-9863 v1 9 Packet Pg. 28