Loading...
11-01-2011 - Taylor House Lease Extension - Item 8 Attach 1.pdfThe City of West Covina/West Covina Rose Float Foundation Heritage House and Garden Service and Lease Agreement This service and lease agreement (the "Agreement") is made effective April 26, 2005 between the City of West Covina, California, a Municipal Corporation, (hereinafter referred to as "Lessor" or "City") and West Covina Rose Float Foundation, a California non-profit Corporation, (hereinafter referred to as the "Foundation" or "Lessee") for that certain property commonly known as the Heritage House and Gardens, located at 3510 East Cameron Avenue, in the City of West Covina (hereinafter referred to as the "House and Gardens"): Recita On February 15, 2005, the West Covina City Council unanimously authorized the City Manager to negotiate the terms of a service and lease agreement between the City and the Foundation for the use, care, maintenance and improvement of the Heritage House (hereinafter referred to as the "House" or "premises") including the use of the $24,273 from the Charter Cable Settlement Account for the operation, maintenance and care of the House and Gardens. A. The Foundation's mission and goals are to reach out to the community and use the West Covina Rose Float as a catalyst to develop mentoring, educational and hands on experience programs for our youth, to tap into resources to promote volunteerism throughout our community and to provide youth Art and Science scholarships. B. The Foundation desires to utilize the $24,273 in funds to manage and use the space for their offices, to make Lessee improvements and to open the House to the public, to our youth for educational programs and to other community groups to enjoy. The Foundation and the City desire to evaluate and if possible, complete all the project phases as outlined in the Heritage Gardens Master Plan. D. The City desires to have the Foundation perform certain administrative, informational, maintenance and tour services as outlined in this agreement. Now, therefore, the City and Foundation agree as follows: Article 1. Term of Lease The term of this lease shall commence upon the date first written above and shall terminate on April 1, 2012, unless sooner terminated as provided herein. The Foundation may request the extension of this agreement for an additional seven (7) years, to and including April 1, 2019, by giving written notice to Lessor, not less than six months prior to said termination date and subject to City Council approval. If the Foundation occupies the premises after the expiration of the lease term, the tenancy shall continue on a month-to-month basis subject to termination as provided in this Agreement. Article 2. Rent The Foundation agrees to pay Lessor, upon execution of this lease, and each year thereafter on that same date, lease payments in the sum of $1.00 per year. Article 3. Use of Property The Foundation desires to use the Heritage House and Gardens property for the following purposes: A. Use the Heritage House as the Foundation's corporate headquarters and administrative office B. Use the Heritage House as a meeting facility for the Foundation, while permitting other organizations the ability to use it for the same lawful purpose. Use the House and Gardens for educational purposes, public events such as, but not limited to tours, and other fund raising events to support the Foundation's mission and goals D. Foundation shall not make any major alterations, beyond the Rehabilitation Projects as outlined in Article 5 of this lease agreement, to the buildings or grounds without the prior written consent of the City The Foundation may charge a fee for admission, tours, services and goods. Such fees shall be reported annually to the City for their information only. The Foundation agrees that the premises shall not be used in violation of the West Covina Municipal Code, conflict with the maintenance and operation of the Heritage House and Gardens or conflict or violate the Heritage House Master Plan or amendments thereto. A copy of the Heritage House Master Plan is attached hereto as Exhibit "A''. Foundation shall obtain any necessary business licenses, permits, or zoning entitlements or permits required for its operations and activities. Lessee shall be entitled to the use of sufficient land around the premises to afford ingress to or egress from the premises as generally depicted in the Site Plan attached hereto as Exhibit "B". Lessee agrees, using its best efforts, that Lessee's use of the building and surrounding grounds shall be conducted so as to not interfere with the balance of the park and surrounding park open space. After obtaining the proper City permits, the Foundation will be allowed to utilize the surrounding open space for public events such as, but not limited to tours, and other fund raising events to support the Foundation's mission and goals. H. Lessee shall have use and access to the Northern Garden and shall make improvements to said open space (see attached Site Plan, Exhibit "B") subject to limitations contained in this agreement and required City approvals. I. Lessee shall not discriminate in the renting of the property and shall comply with the Americans with Disabilities Act (ADA) and other laws and regulations applicable to the Lessor. Lessee shall not use or rent the premises for political purposes. 3. Foundation shall not allow any liens to be placed on the property. K. Lessee shall provide the Lessor within 30 days from occupancy of the premises, a written inventory of all personal property belonging to the Lessee located at the Heritage Gardens Taylor House. Changes in the inventory will be required to be updated on an annual basis. Article 4. House and Garden Management Services In consideration of using the House and Gardens, the Foundation shall provide the following management services: A. Facility management for the House and Gardens in cooperation with the City. B. Plan the expansion and upgrade of the House and Gardens as outlined in Article 5 and 6 below, in cooperation with the City. C. Housekeeping, cleaning and maintenance services of the House to maintain the House in a good condition such that it is both tenantable and available for exhibition to the public. D. Organize and conduct guided tours of the House and Gardens during scheduled operating hours. E. Create advertising, publications, brochures and educational information, in various media format concerning the Heritage House and Gardens and to promote the West Covina Rose Float. F. Coordinate volunteer services to provide the foregoing services. G. Provide hospitable physical surroundings conducive to public participation in the facilities, services and events provided at the House and Gardens Article 5. Rehabilitation Projects As of the date of this Service and Lease Agreement, it is understood that certain conditions in the Heritage House, as identified by the City's Public Works Department, must be corrected. Therefore, as further consideration for this Agreement, the Foundation shall manage the following activities to ensure the Heritage House becomes accessible to the public no later than six (6) months after the date of this Service and Lease Agreement: The bathroom will be made ADA accessible, to the greatest extent possible. Plumbing fixtures, such as toilets, wash basins, etc will be checked and hooked up for operational use C. All windows will be made operational and if necessary, replaced D. The heating for the building will be made operational The Foundation will work with the City to select the appropriate subcontractors and volunteers to perform the above mentioned rehabilitation projects and make ever attempt to minimize the cost. The Foundation shall provide to City proper documentation to support the work performed. If other rehabilitation conditions beyond the listed ones above become necessary, in order to allow the public access to the facilities, it is agreed the Foundation will identify arid recommend the needed repairs and present them to the City. The City will give reasonable consideration of the Foundation recommendations, but the City must make final approval of any such rehabilitation. Article 6. New Projects The City will make every attempt, working in collaboration with the Foundation, but is not obligated to complete the following major projects to enhance the Heritage Park: A. Heritage Park Hiking Trails B. Learning Center as identified in the Master Plan C. Community Garden D. Other necessary improvements identified by either party or the Master Plan The completion of the above New Projects is subject to the availability or funding and the authorization of such funding by the City Council. The City must approve the nature, extent and design of all New Projects. The Foundation desires to be involved with the management of these projects in order to assist City Staff and to participate in minimizing cost to the City. Article 7. Service and Lease Agreement Conditions — Foundation Obligations Foundation service and lease agreement conditions are as follows: A. Assist in the planning and managing of the Rehabilitation and New Projects B. Without limiting the Lessee's indemnification, the Lessee shall secure from a good and responsible company doing insurance business in the State of California, pay for, and maintain in full force and effect for the duration of this Lease Agreement a policy of commercial general liability insurance satisfactory to the City's Risk Manager and shall furnish an Endorsement of Liability Insurance to the City's Risk Manager before execution of this Agreement by the City. C. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached thereto, the protection offered by the policy shall: 1. Include the City, its officers, agents, employees, volunteers, and attorneys as an insured. 2. Insure the City, its officers, agents, employees, volunteers, and attorneys while acting within the scope of their duties under this Agreement against claims arising out of, or in connection with, the Agreement. 3. A combined single limit policy for both bodily injury and general liability coverage in the amount of $500,000.00 per occurrence will be considered equivalent to the required minimum limits. 4. Bear an endorsement or shall have attached a rider providino that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the City shall be notified by registered mail, postage prepaid, return receipt requested, not less than thirty (30) days before such expiration or cancellation is effective. D. The Lessee shall also comply with Section 3800 of the Labor Code by securing, paying for, and maintaining in full force and effect for the duration of this Agreement, complete Worker's Compensation Insurance, and shall furnish a Certificate of Insurance to the City's Risk Manager before execution of this Agreement by the City. The City, its officers, agents, employees, and attorneys shall not be responsible for any claims in law or equity occasioned by the failure of the Lessee to comply with this section. 3 E. Lessee shall indemnify, defend, protect, and hold harmless the City, its officers, agents, employees, volunteers, and attorneys from and against any claim, loss, demand, liability, penalty, or expense, including but not limited to reasonable attorney's fees for counsel acceptable to the City, court costs, and necessary disbursements, for any damage whatsoever, including but not limited to, bodily injury, death, or injury to real or personal property, arising or alleged to arise from any act or omission of Lessee, its officers, agents, employees, or contractors in the performance or non-performance of this Agreement. F. It is understood that the City will not be liable for any loss sustained to Foundation property unless caused solely to City negligence. G. During the term of this lease, Lessee shall maintain its status as a non-profit public benefit corporation under the laws of the State of California and shall provide a copy of the non- profit status papers to the City concurrent with the execution of this Agreement. Lessee acknowledges that failure to maintain such non-profit status shall be grounds for termination of this Lease by Lessor. H. Maintain the interior of the House in a good, safe and tenantable conditlon I. Provide regular custodial and janitorial service to the interior of the House I Lessee shall obtain, at its sole expense, all permits and licenses necessary for the occupancy and use of the premises including but not limited to the following; local business licenses, building and safety permits, fire inspection permits, state and county health and/or safety permits. City permits for the property will be issued at no charge to the Foundation K. Lessee covenants and agrees to pay, if applicable and before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, the portion of property taxes, assessments, bonds, water and sewer rates and charges, and other governmental charges attributable to the operation of the property or the improvements which are assessed, levied, imposed or become a lien upon the House and Gardens attributable only to the Lessee's possessory interest in the House and Gardens which become payable, during the term of this Lease. Provided, however, that if, by law, any such charge may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such charge), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such charge) in installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due. Provided, further, that any charge relating to a fiscal period of the charging authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time after the termination of this Lease shall (whether or not such charge shall be assessed, levied, imposed or become a lien upon the House and Gardens, or shall become payable, during the term of this Lease) be adjusted between Lessor and Lessee as of the expiration of the term of this Lease, so that Lessor shall pay that portion of such charge which relates to that part of the fiscal period after the termination of this Lease, and Lessee shall pay that portion of which relates to the period prior to the termination of the Lease. Lessee covenants, upon request of Lessor, to furnish to Lessor for inspection by it within sixty (60) days after the date when any charge is payable, official receipts of the appropriate taxing authority, or other evidence satisfactory to Lessor, evidencing the payment of such charge Article 8. Service and Lease Agreement Conditions — City Obligations The City service and lease agreement conditions are as follows: A. Pay the compensation associated with the Operation, Management Services of the House and Gardens and the Oversight provided by Foundation for the Rehabilitation as identified in Article 5 above. Such compensation shall be the sum of $24,273, and shall be payable, in full, to the Foundation upon the start of the rehabilitation project as reported by the Foundation. B. City will work in collaboration with the Foundation to identify funding for future projects as agreed to by both parties or identified in the Master Plan C. Pay the cost of Property Insurance on the House and any future structures that will require insurance coverage. City shall have the option to provide insurance through self- insurance or an insurance pooling organization. City shall have the further option to terminate this agreement if the damage exceeds the value of the structure. In such event, City shall have no obligation to reconstruct the structure, and shall retain the insurance proceeds. The City shall have the right to use the House at no cost for specific meetings or events upon advanced scheduling with the Foundation. The Foundation's permission shall not unreasonably be withheld. Allow the Foundation to place on the exterior of the premises any sign, advertisement, or notice visible from the exterior of the premises that fully conforms to City sign ordinances. Article 9. Management Reporting In consideration of the terms of this lease, the Foundation shall provide on an annual basis a detailed, written status report outlining the activities undertaken in the House and surrounding Gardens, as well as a description on the use of the public funds expended. Any income or profits derived by the Foundation, from programs in connection with the House and surrounding Gardens, will be used by the Foundation to achieve it's mission and goals to reach out to the community and use the West Covina Rose Float as a catalyst to develop mentoring, educational and hands on experience programs for our youth and providing youth Art and Science scholarships. Article 10. Acceptance of Property Lessee acknowledges that it accepts the premises on an "as is" basis. Lessee further acknowledges that Lessor has extended no promises or warranties concerning either the structural or maintenance condition of the premises. Lessee further acknowledges that the present condition of the premises may not be suitable for the use proposed by the Lessee, nor is it warranted by Lessor that the premises meets current applicable health and safety code standards for any purpose proposed by the Lessee. Article 11. Entry and Inspection Lessor, its employees, and agents, shall have the right to enter into and upon the premises at all times, with proper notice to the Foundation which will not be unreasonable denied, for the purposes of inspecting the premises or to post notices of non-responsibility, or to make necessary repairs. Article 12. Utilities Commencing upon the effective date of this Lease, Lessee shall be responsible for the full cost of all utilities provided to the House, including, but not limited to; electricity, natural gas, water/sewer, and telephone. All such services shall be maintained in the name of the Lessee. If separate services, meters, or deposits are necessary to provide service to the House, the cost of the same shall be at the sole expense of Lessee. Article 13. Assignment And Subleasing Lessee shall not assign, sublease, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the premises or any of the improvements which may now or hereafter be constructed or installed on the premises except as herein alone provided for incidental rental without the prior express written consent of the Lessor. Any assignment, sublease, or transfer by Lessee without the prior written consent to Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall at the option of the Lessor terminate this Lease. Lessor's consent to one assignment, sublease, or transfer shall not be deemed to be a consent to any subsequent assignment, sublease, or transfer by Lessee. Article 14. Cancellation/Termination of the Lease Either party, upon 30 days written notice, may terminate this Lease without cause. If the cause for cancellation/termination is a failure to maintain required insurance, Lessee shall immediately close the premises to the public and shall not re-open the premises until such insurance is obtained. Lessor may terminate this Lease upon destruction of all or any part of the premises. If the Foundation is at any time in default of any of the terms and conditions of the Service and Lease Agreement, the Foundation will be granted a 30-day cure period to correct the default. Article 15. Termination — Removal Of Property Not less than the last day of the term of this Lease, Lessee shall at its own expense remove all of Lessee's personal property and repair all injury done by or in connection with the installation or removal of such personal property and surrender the premises in as good condition as it was at the beginning of the term of this Lease, with reasonable wear and damage not due to the misuse or neglect of Lessee or its agents excepted. All personal property of Lessee remaining on the premises after the last day of the term of this lease shall be conclusively deemed abandoned and may be removed by Lessor, and Lessee shall reimburse Lessor for the cost of such removal. Article 16. Abandonment Lessee shall not abandon the premises nor allow it to become vacant without first obtaining written consent of Lessor. Article 17. Lessor's Right To Cure Lessee's Default If Lessee is at any time in default of any of the terms and conditions of this Lease, Lessor may cure such defaplt at Lessee's expense. If Lessor at any time by reason of Lessee's default pays any sum or does any act that requires the payment of any sum, the sum paid by Lessor shall be immediately due from Lessee to Lessor at the time said sum is paid, and if paid at a later date, shall bear interest at the maximum rate permitted by law from the date the sum is paid by Lessor until Lessor is reimbursed by Lessee. The sum, together with interest thereon, shall be additional rent. Article 18. Waiver Of Breach The waiver of Lessor of any breach by Lessee of any provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee either of the same or of a different provision of this Lease. Article 19. Attorney's Fees Should any litigation be commenced between the parties to interpret or enforce the provisions of this Agreement, the prevailing party in such litigation shall be entitled to recover a reasonable sum as attorney's fees, in addition to any other relief to which the party may be entitled in law or equity. Article 20. Nondiscrimination The Foundation, its members, employees, agents, or officers, shall not discriminate in any of its activities hereunder because of race, religion, color, age, ancestry, physical condition, sex, or national origin, or against any person by refusing to furnish such person any accommodation, facility, employment, service, or privilege offered to or enjoyed by the general public. Article 21. Notices Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to the Lessor or Lessee shall be in writing and shall be delivered by Certified Mail, addressed to Lessor at: City of West Covina cio City Clerk 1444 W. Garvey Avenue West Covina, California 91793 And to Lessee a West Covina Rose Float Foundation Post Office Box 101 West Covina, CA 91793 Notification of all address changes shall be sent to the other party by Certified Mail Any notices so given pursuant to the provisions of this Article shall be deemed served two (2) business days after the deposit thereof in the United States mail, First Class, postage prepaid. Article 22. Sole And Only Agreement This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the premises, the leasing of the premises to Lessee, the lease terms herein specified, and correctly sets forth the obligations of Lessor and Lessee to each other. Any agreements or representations respecting the premises, the leasing to Lessee, or any other matter not expressly set forth in this instrument are null and void. Any amendment must be in writing and signed by the parties. Date: Andrew G. Pasmant, City Manager By Laurie arrico, City Cl ATTE Appy3ved as to Form: Arnold Alvarez- asman, City Attorney California n orporation Frank T. Scalfar , President cf By IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF WEST COVINA City of West Covina, a municipal corporation West Covina Rose Float Foundation, a K en Baldacci, Secretary Date: 'ifi(P / CraS