CC SR 20160621 F - Historical Society Lease AgmtRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 06/21/2016
AGENDA HEADING: Consent Calendar
Consideration and possible action to approve a lease agreement with the Rancho de
Los Palos Verdes Historical Society
RECOMMENDED COUNCIL ACTION:
(1) Approve a lease agreement with the Rancho de Los Palos Verdes Historical
Society for the placement of a 560 -square -foot trailer for the storage and curation
of artifacts at City Hall.
FISCAL IMPACT: Estimated revenue to the City would be $1,680 annually.
Amount Budgeted: None
Additional Appropriation: None
Account Number(s): 101-3001-364-10-1 (Rent— City Hall)
ORIGINATED BY: Kit Fox, AICP, Senior Administrative Analyst.
REVIEWED BY: Gabriella Yap, Deputy City Manager
APPROVED BY: Doug Willmore, City Manager,` ' t
ATTACHED SUPPORTING DOCUMENTS:
A. May 17th City Council agenda report (page A-1)
B. Draft lease agreement (page B-1)
BACKGROUND AND DISCUSSION:
On May 17, 2016, the City Council conceptually approved leasing a 560 -square -foot
portion of the parking lot at Point Vicente Park/Civic Center to the Rancho de Los Palos
Verdes Historical Society (Society) for the placement of a storage/curation trailer
(Attachment A). Staff and the City Attorney's Office have drawn up a lease agreement
with the Society for this purpose (Attachment B).
The draft lease agreement sets the terms at $3.00/square foot for a period of two (2)
years, for an estimated annual payment of $1,680.00. As requested by the Society, two
(2) existing parking spaces adjacent to the lease area will be dedicated and reserved for
the Society's use. The conditions of the lease agreement obligate the Society to pay for
an access ramp and utility connections.
Mayor Dyda is a member of the Board of Directors of the Society. As such, the City
Attorney's Office suggests that Mayor Dyda may wish to recuse himself from the City
1
Council's deliberations regarding this lease agreement. As written, the draft lease
agreement would be signed by Mayor Pro Tem Campbell.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Approve the lease agreement with the Rancho de Los Palos Verdes
Historical Society with amended terms and/or conditions.
2. Do not approve the lease agreement with the Rancho de Los Palos
Verdes Historical Society.
2
RANCHO PALOS VERDES CITY COUNCIL
MEETING DATE: 05/17/2016
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA DESCRIPTION:
Consideration and possible action to approve in concept a lease of City Hall property to
the Rancho de los Palos Verdes Historical Society for storage and curation of historic
Palos Verdes Peninsula artifacts.
RECOMMENDED COUNCIL ACTION:
(1) Approve in concept a lease of City Hall property to the Rancho de los Palos
Verdes Historical Society; and,
(2) Direct Staff to commence lease negotiations and submit to the City Council a
draft lease agreement for consideration.
FISCAL IMPACT: Estimated ground lease payment between $1,120 to $2,240 per
year, plus cost of electrical service to be determined.
Amount Budgeted: $0
Additional Appropriation: None
Account Number(s): N/A
ORIGINATED BY: Michael Throne, PE, Director of Public Works
REVIEWED BY: Same as above
APPROVED BY: Doug Willmore, City Manager,
ATTACHED SUPPORTING DOCUMENTS:
A. Storage/curation trailer (page A-1)
B. Proposed location (page B-1)
BACKGROUND AND DISCUSSION:
The City was approached by the Rancho de los Palos Verdes Historical Society
(Society) with a request to consider locating on City -owned property a recently -donated
storage trailer that would be used to catalog and curate historic artifacts of the Palos
Verdes Peninsula.
Public Works, Community Development and the City Manager's Office have reviewed
the Society's request and provide the following information to be used by the City
Council when considering this proposal.
1. The storage/curation trailer (Attachment A) is classified as a trailer under the
Vehicle Code and, consequently, is not subject to a building permit from the City
since it is not classified as a modular building.
A-1
2. After a site review of City properties, the most feasible location to place the trailer
is in the rear City Hall parking lot (Attachment B). Locating the trailer there would
displace the parking spots reserved for City vehicles; however, there is adequate
additional parking in this lot to move the city vehicles to the ocean -side of the lot.
This location is very convenient to route electrical power and, due to its proximity
to City Hall, it would be effectively blocked from view from below from Palos
Verdes Drive West.
3. The Society has requested that 2 parking spaces be reserved for their use in
addition to space to house the trailer.
4. The trailer will need electrical service suitable for lighting, heating and cooling.
5. Water and sewer connections for the trailer are not recommended as the
physical logistics of the connections are difficult. There is an accessible restroom
approximately 80 feet from the proposed location along an accessible route.
6. Stairs and a ramp would need to be provided to access the interior.
7. It was suggested by the Building Official that it would be beneficial for the trailer
to be anchored to the ground to prevent overturning in gusty winds or seismic
events.
8. A ground lease would be required to articulate the terms and conditions for the
duration, fees, responsibilities and obligations of the Society to the City.
A review of the typical lease rates for paved storage yards in the San Pedro area range
from $2 to $4 per square foot per year. Based on a trailer size of 14' x 40', the estimated
ground lease payment could be from $1,120 to $2,240 per year. A monthly or annual
cost for electrical service provided from City Hall would have to be calculated. The costs
to provide an electrical connection to City Hall and the construction of stairs, ramps and
anchors would be borne by the Society.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action may be taken
by the City Council:
1. Take other action as deemed appropriate by the City Council.
A-2
I
LCity of Rancho Palos Verdes PROPOSED HISTORICAL SOCIETY TRAILER LOCATION
6
FTU 3
16 4
a
k ` PROPOSED
r
TRAILER r 4
3a3�
LOCATION
� ��. ; ,
�R ,
;.,. EXISTING
'9
ACCESSIBLE
Le end
Street Centerlines (2015)
RESTROOM
Private
• .
4*Public
'u.
- �P !: -
® City Boundary
i
J,ft.►7i
�-
o "'Uh
Parcel
i tt
till
t
2 PARKING SPACES
REQUESTED FOR
tip,
SOCIETY MEMBERS
PROPOSED CITY
VEHICLE PARKING
-
SPACESrM
-
+
City of Rancho Palos Verdes
Public Works Department
May 3, 2016
159.4 0
79.68 159.4 Feet
0 City of Rancho Palos Verdes
The information on this map is for
reference only and may not be up-to-date. Please
NAD_1983_StatePlane_California_V_FIPS_0405_Feet
contact the City for more information.
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90275
Attention: City Clerk
[SPACE ABOVE FOR RECORDER'S USE ONLY]
Exempt from filing/recording fees per Govt. Code §27383
LEASE AGREEMENT
This Lease Agreement ("Lease") is made and entered into this 21St day of June,
2016 ("Lease Date"), by and between the CITY OF RANCHO PALOS VERDES, a
municipal corporation ("Landlord"), and the RANCHO DE LOS PALOS VERDES
HISTORICAL SOCIETY AND MUSEUM, a California non-profit corporation ("Tenant").
RECITALS:
A. Landlord owns that real property located at 30940 Hawthorne Blvd located
in the City of Rancho Palos Verdes ("City"), State of California (comprised of APN
No. 7573-002-913 & 7573-002-908) improved with certain buildings including the city hall
and related government facilities ("City Buildings") and a parking lot ("Parking Lot") all
as legally described on Exhibit A ("Property").
B. Tenant is a non-profit organization dedicated to the preservation of historical
artifacts related to the Palos Verdes Peninsula ("Historical Artifacts").
C. Tenant owns a trailer identified on Exhibit B) ("Trailer") that it intends to use
for its employees, members and volunteers to sort, organize and store Historical Artifacts.
D. Landlord is willing to allow Tenant to locate the Trailer on a portion of the
Property as depicted on Exhibit C ("Trailer Location") and to have certain rights to use
the Parking Lot pursuant to the terms and conditions set forth in this Lease.
NOW, THEREFORE, the parties agree as follows:
1.0 LEASE SUMMARY. Certain fundamental lease provisions are
presented in this Section and represent the agreement of the parties hereto, subject to
further definition and elaboration in the respective referenced Sections and elsewhere
in this Lease. In the event of any conflict between any fundamental lease provision and
the balance of this Lease, the latter shall control. References to specific Sections are
for convenience only and designate some of the sections where references to the
particular fundamental lease provisions may appear.
1.1 Leased Premises. For purposes of this Lease, "Leased Premises"
means (i) the exclusive use of the Trailer Location and two (2) reserved parking spaces
in the Parking Lot ("Reserved Parking") both as depicted on Exhibit C, together with (ii)
the non-exclusive right to use the rest of the Parking Lot as reasonably necessary to carry
out Tenant's activities consistent with the Use limitations set forth in this Lease. The
Trailer shall be installed in accordance with Section 4.2.
1.2 Lease Commencement Date. This Lease shall commence on the
Lease Date identified on Page 1.
1.3 Term. The term ("Term") shall commence on the Lease
Commencement Date and continue for two (2) years ("Termination Date"). (See Section
2.1).
1.4 Rent. $1,680 per annum payable in equal monthly installments of
$140.00. (See Section 3.1).
1.5 Use of Leased Premises. Tenant shall locate the Trailer at the
Trailer Location and allow its employees, members and volunteers to use the Trailer only
to organize, categorize and store Historical Artifacts. The Trailer shall not be open to the
general public (See Section 4.1)
1.6 Tenant's Address for Notices.
Rancho de Los Palos Verdes Historical Society and Museum
5175 Capeswood Drive
Rancho Palos Verdes, CA 90275
Attn: President
1.7 Security Deposit. None
2.0 TERM.,
2.1 Term. The term of this Lease shall commence on the Lease
Commencement Date (as defined in Section 1.3) and shall continue for the period
specified in Section 1.3 unless earlier terminated by Landlord pursuant to Section 2.4.
2.2 Time. Time is of the essence of every provision of this Lease.
2.3 Force Majeure. If either party shall be delayed or prevented from
the performance of any act required in the Lease by reason of acts of God, strikes,
lockouts, labor troubles, inability to procure materials, restrictive governmental laws or
regulations or other cause without fault and beyond the control of the party obligated
(financial inability excepted), performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay, provided such party provides the other party
written notice of such event within ten (10) days of the commencement of the delay.
Nothing in this Section shall excuse Tenant from the prompt payment of the annual rent
or other charge or payment required of Tenant except as may be expressly provided
elsewhere in this Lease.
2
M
2.4 Termination by Landlord. Landlord shall have the right, in its sole
and unfettered discretion, to terminate this Lease effective on any anniversary of the
Lease Commencement Date, with or without cause, by providing Tenant with one
hundred twenty (120) days' advance written notice of such termination date. Upon
termination, Tenant hereby waives any right to receive any compensation from Landlord,
including, but not limited to, the value of Tenant's leasehold interest, loss of goodwill and
relocation benefits, inverse condemnation or the taking of property and Landlord shall
have no obligation to pay Tenant for any such items.
2.5 Holding Over. Any holding over after the expiration of the Term,
with or without the consent of Landlord, express or implied, shall be construed to be a
tenancy from month to month, cancellable upon thirty (30) days written notice.
3.0 RENT AND OTHER CONSIDERATION.
3.1 Annual Rent Payable Monthly Installments. For each Lease Year,
Tenant shall pay to Landlord the sum specified in Section 1.4 as annual rental ("Annual
Rent"), which sum shall be paid in equal Monthly Payments as specified in Section 1.4
("Monthly Rent") with each monthly payment made in advance on the first (1St) day of
each month. If the Lease Commencement Date occurs other than on the first day of a
month, the applicable Monthly Rent for that month shall be prorated and paid to Landlord
concurrently with the Lease Commencement Date. All rental to be paid by Tenant to
Landlord shall be in lawful money of the United States of America and shall be paid
without deduction or offset, prior notice or demand.
3.2 Additional Rental. All monetary obligations of Tenant under this
Lease, including, but not limited to, insurance premiums, property taxes, maintenance
expenses, late charges, and utility costs shall be additional rental and deemed "Rent" for
purposes of this Lease.
3.3 Real Property Taxes. To the extent that any ad valorem tax is
imposed, or sought to be imposed, on the Leased Premises (either in the form of a
possessory interest tax or otherwise), Tenant shall pay, at the election of Landlord, either
directly to the taxing authority or to Landlord, annual real estate taxes and assessments
levied upon the Leased Premises (including any possessory interest taxes), as well as
taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in
addition to, existing real property taxes. Such amount shall be paid on the date that is
twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (10)
days after receipt of a copy of the tax bill from Landlord, whichever is later. Upon
termination of this Lease, Tenant shall immediately pay to Landlord any final amount of
Tenant's share of such taxes and assessments as determined by Landlord.
3.4 Personal Property Taxes. During the Term, to the extent that any
personal property tax is assessed against and levied upon the Trailer, fixtures,
furnishings, equipment and all other personal property of Tenant contained in the Leased
Premises, Tenant shall pay prior to delinquency all such taxes, and when possible Tenant
3
M9
shall cause said fixtures, furnishings, equipment and other personal property to be
assessed and billed separately from the Leased Premises.
3.5 Reimbursement for Electrical Charges. During the Term, Tenant
shall reimburse Landlord for a reasonable allocation of electrical charges to Tenant's
usage within ten (10) days of receipt of a summary statement from Landlord.
4.0 LEASED PREMISES; USE; INSTALLATION OF TRAILER.
4.1 Leased Premises. Landlord leases to Tenant and Tenant hires from
Landlord, the Leased Premises only for the use authorized in Section 1.5 and for no other
use. The Trailer shall not be open to the general public. During Landlord's business
hours, Tenant's employees, members and volunteers shall have access to restrooms
located in the City Buildings which are open to the general public. Tenant covenants, as
a material part of the consideration for this Lease, to keep and perform each and every
provision of this Lease in compliance with all applicable laws and ordinances. Tenant
accepts the Leased Premises in AS -IS condition without representation or warranty of
any kind. Tenant owns the Trailer and accordingly Landlord makes no representations or
warranties regarding the condition of the Trailer.
Pursuant to California Civil Code Section 1938, Tenant is advised that the Leased
Premises has not undergone inspection by a Certified Access Specialist (CASp), and,
therefore, the City is not aware if the Leased Premises complies with the applicable
construction -related accessibility standards pursuant to Civil Code Section 55.53.
4.2 Installation of Trailer. Within sixty (60) days after of the Lease
Commencement Date, Tenant shall install the Trailer on the Leased Premises at Tenant's
sole cost and expense. Tenant shall coordinate the installation of the Trailer with Landlord
to minimize interference with Landlord's other operations on the Property. Such
installation shall comply with all applicable laws and ordinances including obtaining any
and all permits at Tenant's sole cost and expense. Furthermore, the Trailer shall be
anchored to the land in a manner proposed by Tenant and approved by Landlord. After
installation of the Trailer, Tenant shall, at its sole cost and expense, work with Landlord
to connect the Trailer to electrical power through the City Buildings. The Trailer shall not
be connected to water or sewage.
4.3 Signs. Tenant shall not install any signs on the Leased Premises
without the prior written consent of Landlord. Any signage permitted by Landlord must
comply with applicable laws and ordinances. Landlord shall, at Landlord's cost, install
appropriate signage as to the Reserved Parking.
4.4 Disposal of Solvents. At Tenant's sole cost and expense, Tenant
shall properly dispose of any solvents used in its cleaning of Historical Artifacts in
accordance with all applicable laws.
4.5 Prohibited Uses. Tenant shall not sell or permit to be kept, used,
displayed or sold in or about the Leased Premises (a) pornographic or sexually explicit
4
books, magazines, literature, films or other printed material, sexual paraphernalia, or
other material which would be considered lewd, obscene or licentious: (b) any article
which may be prohibited by standard forms of fire insurance policies; (c) any controlled
substances, narcotics, or the paraphernalia related to the same; or (d) alcoholic
beverages unless expressly permitted by Landlord, in writing and in advance of the
storage or consumption of the same. Tenant shall not do or permit anything to be done in
or about the Leased Premises which will in any way obstruct or interfere with the rights of
other parties or injure or annoy them or use or allow or permit the Leased Premises to be
used for any improper, immoral, unlawful, or objectionable purpose. Tenant shall not
cause, maintain or permit any nuisance in or about the Leased Premises, or commit or
suffer to be committed any waste upon the Leased Premises. Tenant shall not connect
the Trailer to water or sewage and shall not operate bathrooms or sinks in the
Trailer.
4.6 Compliance with Laws. Tenant shall, at its sole cost and expense,
comply with all of the requirements of all municipal, state and federal authorities now in
force or which may hereafter be in force pertaining to the use of the Leased Premises
(including the Trailer), and shall faithfully comply with all municipal ordinances, including,
but not limited to, the General Plan and zoning ordinances, state and federal statutes, or
other governmental regulations now in force or which shall hereinafter be in force. The
judgment of any court of competent jurisdiction, or the admission of Tenant in any action
or proceeding against Tenant, whether Landlord is a party thereto or not, that Tenant has
violated any such order or statute in said use, shall be conclusive of that fact as between
Landlord and Tenant. Tenant shall not engage in any activity on or about the Leased
Premises (including the Trailer) that violates any Environmental Law, and shall promptly,
at Tenant's sole cost and expense, take all investigatory and/or remedial action required
or ordered by any governmental agency or Environmental Law for clean-up and removal
of any contamination involving any Hazardous Material created or caused directly or
indirectly by Tenant. The term "Environmental Law" shall mean any federal, state or
local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Leased Premises, including, without
limitation, (i) the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation
and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California
Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v)
California Health and Safety Code Section 25359.7; (vi) California Health and Safety
Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections
1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil
Code Section 3479 et seq., as such laws are amended and the regulations and
administrative codes applicable thereto. The term "Hazardous Material" includes, without
limitation, any material or substance which is (i) defined or listed as a "hazardous waste",
"extremely hazardous waste", "restrictive hazardous waste" or "hazardous
substance" or considered a waste, condition of pollution or nuisance under the
Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii)
asbestos; and/or (iv) substances known by the State of California to cause cancer and/or
5
LTJ
reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous
Materials" and "Environmental Laws" in their broadest sense. Tenant shall provide all
notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986,
California Health and Safety Code Section 25249.5 et seq. Tenant shall provide prompt
written notice to Landlord of the existence of Hazardous Substances on the Leased
Premises and all notices of violation of the Environmental Laws received by Tenant.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations and Fixtures. Tenant shall not make, or suffer to be
made, any alterations to the Leased Premises (or the Trailer) which shall require the
issuance of any discretionary or ministerial permit(s), or any part thereof, without the prior
written consent of Landlord, and any alterations to the Leased Premises or the Trailer. As
a condition to such approval, Landlord may require that any such alterations to the Leased
Premises be removed at termination of the Lease. Any removal of alterations shall be
completed in a good and workmanlike manner leaving the Leased Premises in a good
and safe condition at Tenant's sole cost and expense. Any damage occasioned by
removal shall be repaired at Tenant's expense so that the Leased Premises will be
surrendered in a good, clean, sanitary and safe condition. Any and all trade fixtures,
equipment, or appurtenances installed by Tenant shall conform with the requirements of
all municipal, state, federal, and governmental authorities including requirements
pertaining to the health, welfare, or safety of employees or the public.
5.2 Maintenance and Repair. During the Term, Tenant shall, at
Tenant's sole cost and expense, keep, maintain, and repair the Trailer in good and
sanitary order, condition, and repair, including without limitation, the maintenance and
repair of the exterior, doors, window casements, glass, heating and air conditioning
systems, electrical wiring and conduits. Tenant shall also at its sole cost and expense be
responsible for any alterations or improvements to the Leased Premises (including the
Trailer) necessitated as a result of the requirement of any municipal, state or federal
authority. Tenant waives all right to make repairs at the expense of Landlord, and Tenant
shall obtain any required governmental permits for any maintenance or repair work
required under this Lease. Tenant waives all rights provided for by the Civil Code of the
State of California to make said repairs. Tenant agrees on the last day of the Term or
sooner termination of this Lease, to surrender the Leased Premises in the same condition
as when originally received by Tenant and in a good, clean, sanitary and safe condition
and to promptly remove the Trailer from the Leased Premises.
5.3 Free from Liens. Tenant shall keep the Leased Premises free from
any liens arising out of any work performed, material furnished, or obligation incurred by
Tenant or on behalf of Tenant. Tenant shall pay or cause to be paid any and all such
claims or demands before any action is brought to enforce same against the Leased
Premises.
5.4 No Construction Obligations. Landlord has no construction
obligations under this Lease.
C.
6.0 INSURANCE AND INDEMNIFICATION.
6.1 Insurance Provided by Landlord. Landlord has no obligation to
Tenant to maintain any insurance on the Leased Premises or Trailer. Any insurance
maintained by Landlord shall be solely for the benefit of Landlord and Tenant waives any
right of recovery from Landlord, its officers and employees, and Landlord hereby waives
any right of loss or damage (including consequential loss) resulting from any of the perils
insured against as a result of said insurance.
6.2 Insurance Provided by Tenant.
(a) Tenant to Provide Personal Property Insurance. Tenant,
at its expense, shall maintain fire and extended coverage insurance written on a per
occurrence basis on the Trailer, its trade fixtures, equipment, personal property and other
materials within the Leased Premises from loss or damage to the extent of their full
replacement value.
(b) Tenant to Provide Liability Insurance. Tenant shall, at
Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant,
maintain comprehensive general liability insurance insuring against claims for bodily
injury, death or property damage occurring in, upon or about the Leased Premises
(including the Trailer) on any area directly adjacent to the Leased Premises written on a
per occurrence basis in an amount not less than a combined single limit of TWO MILLION
DOLLARS ($2,000,000) for bodily injury, death, and property damage.
(c) Tenant to Provide Workers' Compensation Insurance.
Tenant shall, at Tenant's sole cost and expense, maintain a policy of worker's
compensation insurance in an amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both Tenant
and Landlord against any loss, claim or damage arising from any injuries or occupational
diseases occurring to any worker employed by or any persons retained by Tenant in the
course of conducting Tenant's business in the Leased Premises.
(d) General Provisions Applicable to Tenant's Insurance. All
of the policies of insurance required to be procured by Tenant under this Lease shall be
primary insurance and shall name Landlord, its elected or appointed officers, employees,
and agents as additional insureds. The insurers shall waive all rights of contribution they
may have against Landlord, its officers, employees and agents and their respective
insurers. All of said policies of insurance shall provide that said insurance may not be
amended or cancelled without providing thirty (30) days prior written notice by registered
mail to Landlord. Prior to the Lease Commencement Date and at least thirty (30) days
prior to the expiration of any insurance policy, Tenant shall provide Landlord with copies
of all applicable polices evidencing the required insurance coverages written by insurance
companies acceptable to Landlord, licensed to do business in the State of California and
rated A:VII or better by Best's Insurance Guide. In the event the City Manager of Landlord,
or his/her designee ("Risk Manager") determines that (i) Tenant's activities in the Leased
Premises creates an increased or decreased risk of loss to Landlord, (ii) greater insurance
7
AN
coverage is required due to the passage of time, or (iii) changes in the industry require
different coverages be obtained, Tenant agrees that the minimum limits of any insurance
policy required to be obtained by Tenant may be changed accordingly upon receipt of
written notice from the Risk Manager; provided that Tenant shall have the right to appeal
a determination of increased coverage by the Risk Manager to the City Council of
Landlord within ten (10) days of receipt of notice from the Risk Manager. Landlord and
Tenant hereby waive any rights each may have against the other on account of any loss
or damage occasioned by property damage to the Leased Premises, the Trailer or its
contents, or Tenant's trade fixtures, equipment, personal property or inventory arising
from any risk generally covered by insurance against the perils of fire, extended coverage,
vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage.
Each of the parties, on behalf of their respective insurance companies insuring such
property of either Landlord or Tenant against such loss, waive any right of subrogation
that it may have against the other. The foregoing waivers of subrogation shall be operative
only so long as available in California and provided further that no policy is invalidated
thereby.
6.3 Indemnification of Landlord. As material consideration to
Landlord, Tenant waives all claims against Landlord for damage to the Trailer, equipment
or other personal property, trade fixtures, leasehold improvements, goods, wares,
inventory and merchandise, in, upon or about the Leased Premises and for injuries to
persons in or about the Leased Premises, from any cause arising at any time. Tenant
agrees to indemnify Landlord, its officers, agents and employees against, and will hold
and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs, penalties, obligations, errors, omissions
or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or' in connection with the negligent performance of the
work, operations or activities of Tenant, its agents, employees, subcontractors, or
invitees, provided for herein, or arising from the use of the Leased Premises by Tenant
or its employees and invitees, or arising from the failure of Tenant to keep the Leased
Premises in good condition and repair, as herein provided, or arising from the negligent
acts or omissions of Tenant, or arising from Tenant's negligent performance of or failure
to perform any term, provision covenant or condition of this Lease, whether or not there
is concurrent passive or active negligence on the part of Landlord, its officers, agents or
employees but excluding such claims or liabilities arising from the sole negligence or
willful misconduct of Landlord, its officers, agents or employees, who are directly
responsible to Landlord, and in connection therewith:
a. Tenant will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs
and attorneys' fees incurred in connection therewith; and
b. Tenant will promptly pay any judgment rendered against Landlord, its
officers, agents or employees for any such claims or liabilities arising out of
or in connection with the negligent performance of or failure to perform such
work, operations or activities of Tenant hereunder; and Tenant agrees to
E:3
save and hold Landlord, its officers, agents, and employees harmless
therefrom.
In the event Landlord, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Tenant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Tenant, Tenant agrees to pay to Landlord, its officers,
agents or employees, any and all costs and expenses incurred by Landlord, its officers,
agents or employees in such action or proceeding, including, but not limited to, legal costs
and attorneys' fees.
7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Leased
Premises (including the Trailer) at any time during the Term; and if Tenant shall abandon,
vacate or surrender the Leased Premises or be dispossessed by process of law, or
otherwise, any personal property belonging to Tenant and left on the Leased Premises
(including the Trailer) shall be deemed to be abandoned, at the option of Landlord.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease
by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing authorized subleases or subtenancies, or
may, at the option of Landlord, operate as an assignment to it of any or all of such
subleases or subtenancies.
8.0 DAMAGE AND DESTRUCTION. In the event of the total or partial
destruction of the Leased Premises (including the Trailer), the Term, and unless the
cause for such total destruction is the result of the of the sole gross negligence or willful
misconduct of Landlord, its City Council, Boards, Commissions, directors, officers,
employees, or agents, in which the Leased Premises are declared unsafe or unfit for
occupancy by any public officer or entity having jurisdiction to so declare, then this
Lease shall be terminated, and the Leased Premises shall be surrendered to Landlord
and the Trailer removed by Tenant.
9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease
or sublet all or any portion of the Leased Premises (or the Trailer), without the prior written
consent of Landlord, which consent may be withheld at the sole and unfettered discretion
of Landlord. For purposes of this Lease, an assignment shall be deemed to include the
transfer to any person or group of persons acting in concert of more than twenty five
percent (25%) of the present ownership and/or control of Tenant, taking all transfers into
account on a cumulative basis. Landlord shall be under no obligation to consider a request
for Landlord's consent to an assignment until Tenant shall have submitted in writing to
Landlord a request for Landlord's consent to such assignment together with audited
financial statements of Tenant and the proposed assignee.
10.0 DEFAULT AND REMEDIES.
M
10.1 Default by Tenant. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by Tenant:
a. The failure by Tenant to make any payment of Rent or any other payment
required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice by
Landlord to Tenant;
b. A failure by Tenant to observe or perform any of the covenants, conditions
or provisions of this Lease to be observed or performed by Tenant, where
such failure shall continue for a period of thirty (30) days after written notice
by Landlord to Tenant; provided, however, that if the nature of the default
involves such that more than thirty (30) days are reasonably required for
its cure, then Tenant shall not be deemed to be in default if Tenant
commences such cure within such thirty (30) day period and thereafter
diligently prosecutes said cure to completion;
c. The failure of Tenant to provide the reports as required by Section 3.1(c)
where such failure shall continue for a period of sixty (60) days after written
notice by Landlord to Tenant;
d. Vacation or abandonment of the Leased Premises (or failure to use the
Trailer) for a period of thirty (30) consecutive days by Tenant;
e. The making by Tenant of any general assignment or general arrangement
for the benefit of creditors, or the filing by or against Tenant of a petition to
have Tenant adjudged a bankrupt, or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days);
or the appointment of a trustee or a receiver to take possession of
substantially all of Tenant's assets located in or about the Leased Premises
or of Tenant's interest in this Lease, where possession is not restored to
Tenant within thirty (30) days; or the attachment, execution or other judicial
seizure of substantially all of Tenant's assets located in or about the Leased
Premises or of Tenant's interest in this Lease, where such seizure is not
discharged in thirty (30) days.
Any repetitive failure by Tenant to perform its agreements and obligations, though
intermittently cured, may, at the sole election of Landlord, be deemed an incurable
default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice
having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same
or different breaches at any time during the term of this Lease for which notices pursuant
to (a) or (b) above were given for the first two (2) breaches shall, at the election of
Landlord, be conclusively deemed to be an incurable repetitive failure by Tenant to
perform its obligations.
10
Any notice required to be given by Landlord under this Section 26 shall be in lieu
of and not in addition to any notice required under Section 1161 of the California Code of
Civil Procedure.
10.2 Remedies. In the event of any such default or breach by Tenant,
Landlord may at any time thereafter, without further notice or demand, rectify or cure such
default, and any sums expended by Landlord for such purposes shall be paid by Tenant
to Landlord upon demand and as additional rental hereunder. In the event of any such
default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full
force and effect and enforce all of its rights and remedies under this Lease, including the
right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have
the right at any time thereafter to elect to terminate the Lease and Tenant's right to
possession thereunder. Upon such termination, Landlord shall have the right to recover
from Tenant:
a. The worth at the time of award of the unpaid rental which had been earned at
the time of termination;
b. The worth at the time of award of the amount by which the unpaid rental which
would have been earned after termination until the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided;
c. The worth at the time of award of the amount by which the unpaid rental for the
balance of the term after the time of award exceeds the amount of such rental
loss that Tenant proves could be reasonably avoided; and
d. Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the
lease or which in the ordinary course of things would be likely to result
therefrom.
The "worth at the time of award" of the amounts referred to in subparagraphs (i)
and (ii) above shall be computed by allowing interest at three percent (3%) over the prime
rate then being charged by Bank of America, N.A. but in no event greater than the
maximum rate permitted by law. The worth at the time of award of the amount referred to
in subparagraph (iii) above shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent
(1 %), but in no event greater than ten percent (10%).
As used herein "rental" or "rent" shall be the fair market rental set forth in Section
1.8, including the other sums payable hereunder which are designated "rent", "rental" or
"additional rental" and any other sums payable hereunder on a regular basis.
Such efforts as Landlord may make to mitigate the damages caused by Tenant's
breach of this Lease shall not constitute a waiver of Landlord's right to recover damages
against Tenant hereunder, nor shall anything herein contained affect Landlord's right to
11
B-11
indemnification against Tenant for any liability arising prior to the termination of this Lease
for personal injuries or property damage, and Tenant hereby agrees to indemnify and
hold Landlord harmless from any such injuries and damages, including all attorney's fees
and costs incurred by Landlord in defending any action brought against Landlord for any
recovery thereof, and in enforcing the terms and provisions of this indemnification against
Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
abandonment of the Leased Premises by Tenant, shall not constitute a termination of this
Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects to
do so, and until such time Landlord shall have the right to enforce all of its rights and
remedies under this Lease, including the right to recover rent, and all other payments to
be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this
Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver
of Landlord's right to do so, including the prosecution of any unlawful detainer action
against Tenant.
10.3 No Waiver. The waiver by Landlord of any term, covenant or
condition shall not be deemed to be a waiver of such term, covenant or condition on any
subsequent breach of the same or any other term, covenant or condition in this Lease.
Acceptance of late payment of Rent by Landlord shall not be deemed a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease.
10.4 Landlord's Default. Landlord shall not be in default unless Landlord
fails to perform obligations required of Landlord within a reasonable time, but in no event
later than thirty (30) days after written notice by Tenant to Landlord and to the holder of
any first mortgage or deed of trust covering the Leased Premises whose name and
address shall have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required for performance
then Landlord shall not be deemed in default if Landlord commences performance within
a (30) day period and thereafter diligently prosecutes the same to completion. Tenant
shall have the right to terminate this Lease as a result of Landlord's default but not to any
damages.
10.5 Sale of Leased Premises. In the event of the sale of the Premises,
Landlord shall be entirely freed and relieved of all liability under any and all of the
covenants and obligations contained in or derived from this Lease arising out of any act,
occurrence or omission occurring after the consummation of such sale. The purchaser,
at such sale or any subsequent sale of the Leased Premises, shall be deemed, without
any further agreements between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out each and all
of the covenants and obligations of Landlord under this Lease.
11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu
thereof results in a taking of any portion of the Leased Premises, Landlord may, or in the
event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent
12
B-12
(25%) or more of the Leased Premises, Tenant may, upon written notice given within
thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant
shall not be entitled to share in any portion of the award (except for the Trailer) and Tenant
expressly waives any right or claim to any part thereof. Tenant shall, however, have the
right to claim and recover, only from the condemning authority (but not from Landlord),
any amounts necessary to reimburse Tenant for the cost of removing the Trailer and
Historical Artifacts. If this Lease is not terminated as above provided, Landlord shall use
a portion of the condemnation award to restore the Leased Premises (excluding the
Trailer).
12.0 MISCELLANEOUS.
12.1 Entry and Inspection. Tenant shall permit Landlord and its agents
to enter into and upon the Leased Premises (including entry to the Trailer) at all
reasonable times for the purpose of inspecting the same for compliance with applicable
municipal or other laws, rule, and regulations, for the purpose of assuring that Tenant is
complying with the terms and conditions of this Lease, for the purpose of confirming
maintenance of the Leased Premises (and the Trailer) as required by this Lease, and/or
to evaluate the completion of work requested and undertaken by Tenant (including
compliance with correction notices, if any), or for the purpose of posting notices of non -
liability for alterations, additions or repairs, or for the purpose of placing upon the Leased
Premises any usual or ordinary signs or any signs for public safety as determined by
Landlord. Landlord shall be permitted to do any of the above without any liability to Tenant
for any loss of occupation or quiet enjoyment of the Leased Premises. Tenant shall permit
Landlord, at any time within six (6) months prior to the expiration of this Lease, to place
upon the Leased Premises any usual or ordinary "For Lease" signs, and during such six
(6) month period Landlord or his agents may, during normal operating hours, enter upon
said Leased Premises and exhibit same to prospective tenants.
12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment,
or hypothecation of the Leased Premises by Landlord, or at any other time, an estoppel
certificate may be requested of Tenant. Tenant agrees, within ten (10) days after written
request, to deliver such estoppel certificate in the form reasonable required by Landlord
addressed to any existing or proposed mortgagee or purchaser, and to Landlord, together
with Tenant's current financial statements. Tenant shall be liable for any loss or liability
resulting from any incorrect information in the estoppel certificate, and such mortgagee
and purchaser shall have the right to rely on such estoppel certificate and financial
statement.
12.3 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and
service mailed to either party as set forth herein shall be adequate service for such
litigation. The parties further agree that Los Angeles County, California is the proper
venue for any litigation.
13
B-13
12.4 Successors in Interest. All covenants shall, subject to the
provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of the parties.
12.5 Entire Agreement. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning this
Lease; (ii) supersedes any and all previous obligations, agreements and understandings
between the parties, oral or written; and (iii) merges all preliminary negotiations and
agreements of whatsoever kind or nature herein.— Tenant acknowledges that no
representations or warranties of any kind or nature not specifically set forth herein have
been made by Landlord or its agents or representatives.
12.6 Authority. Tenant represents that each individual executing this
Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf
of Tenant, in accordance with a duly adopted resolution of the Board of Directors, and
that this Lease is binding upon Tenant in accordance with its terms. Tenant represents
and warrants to Landlord that the entering into this Lease does not violate any provisions
of any other agreement to which Tenant is bound.
12.7 Relationship of Parties. The relationship of the parties is that of
Landlord and Tenant. Landlord does not in any way or for any purpose become a partner
of Tenant in the conduct of Tenant's activities, programs, services, or charitable purposes
or activities.
12.8 Nondiscrimination. Tenant herein covenants for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, and
this Lease is made and accepted upon and subject to the condition that there shall be no
discrimination against or segregation of any person or group of persons on account of
race, sex, marital status, color, creed, national origin or ancestry, in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the Leased Premises
herein leased, nor shall Tenant itself, or any person claiming under or through it, establish
or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the Leased Premises.
12.9 Notices. Wherever in this Lease it shall be required or permitted that
notice and demand be given or served by either party to the other party, such notice or
demand shall be given or served in writing and shall not be deemed to have been duly
given or served unless in writing, and personally served or forwarded by certified mail
return receipt requested, postage prepaid, addressed, to (a) Landlord, to City of Rancho
Palos Verdes, at 30940 Hawthorne Blvd, Rancho Palos Verdes, California 90275, Attn:
City Manager, with a separate copy to the City Attorney at the same address; and (b)
Tenant as specified in Section 1.6. Either party may change the address set forth herein
by written notice sent as provided hereinabove. Any notice or demand given by certified
mail, return receipt requested, shall be effective two (2) days after the mailing.
14
AM
12.10 Waiver. No delay or omission in the exercise of any right or remedy
by a non -defaulting party shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's consent
or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Lease.
12.11 Attorney's Fees. In the event that any action or proceeding is
brought by either party to enforce any term or provision of this Lease, the prevailing party
shall recover its reasonable attorneys' fees and costs incurred with respect thereto.
12.12 Recordation of Lease. In accordance with Government Code
Section 37393, this Lease shall be recorded in the Official Records of Los Angeles. Upon
termination of the Lease, Tenant shall execute and acknowledge any documents
reasonably requested by Landlord in order to terminate the Lease of record. This
obligation shall survive termination of this Lease for any reason.
12.13 Exhibits Incorporated. Exhibits A, B & C attached to this Lease are
made a part hereof as if fully set forth herein.
IN WITNESS WHEREOF, the parties have duly executed this Lease on the day
and year first above written.
TENANT:
RANCHO DE LAS PALOS VERDES
HISTORICAL SOCIETY AND MUSEUM,
a California non-profit corporation ,
-4%
By:
Its: 3WX
LANDLORD:
RANCHO PALOS VERDES,
a municipal corporation
go
Brian Campbell, Mayor Pro Tem
ATTEST
Its: Carla Morreale, City Clerk
15
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David Aleshire, City Attorney
B-15
[END OF SIGNATURES]
v
16
1%
EXHIBIT A
LEGAL DESCRIPTION
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles,
State of California legally described as:
TO BE COMPLETED PRIOR TO EXECUTION
B-17
EXHIBIT B
TRAILER
That certain trailer (Width: feet; Length: feet; Height: feet)
identified as Vehicle Identification No.
EXHIBIT C
TRAILER LOCATION AND RESERVED PARKING SPACES
UR City of Rancho Palos Verdes PROPOSED 'HISTORICAL SOCIETY TRAILER LOCATION
159.4 a 79.68 10.4 FW Ca [J{y M ginnn PXazv.,dM
� � meM+ammono�wse*�e3.n"eh�eo�a�amayahe�mao-mt:.weav
raau>xeasesamrpm..r. at�.."�a�v_rws uaas..rear rmua ve [nr {v ma"e w«mow�.
�lEl�l �7KY�]
1►7E�G��ES��t
F,i1C1 fiL1iF:3C!! fT� k�!
firIG�A47.li�IDr9
BI8 [eD
Legend
St'"I Crntnnmos (4151
e 7u61K
City Boundary
j Perch
City of Rancho Paha Verdes
Public WorRs Department
May 3, 2016
IS