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HomeMy WebLinkAboutC30900 Lease Agreement - Palm Desert Historical SocietyCITY OF PALM DESERT OFFICE OF THE CITY MANAGER STAFF REPORT REQUEST: APPROVAL OF A LEASE AGREEMENT BETWEEN THE CITY OF PALM DESERT AND THE HISTORICAL SOCIETY OF PALM DESERT FOR THE PREMISES LOCATED AT 72-861 EL PASEO, PALM DESERT, CA 92260. SUBMITTED BY: Stephen Y. Aryan, Assistant to the City Manager DATE: May 26, 2011 CONTENTS: Lease Agreement Contract No. C30900 Recommendation By Minute Motion, approve and authorize the Mayor to execute the lease agreement between the City of Palm Desert and the Historical Society of Palm Desert for the premises located at 72-861 El Paseo, Palm Desert, CA 92260. Backaround The City of Palm Desert currently leases to the Historical Society of Palm Desert, the premises of the former Palm Desert Firehouse, located at 72-861 El Paseo. The City and Society initially entered into a lease agreement for this facility in 1992. Since that time, the lease was amended once in 2003, with revisions primarily related to insurance obligations. Staff prepared an updated lease agreement that incorporates elements from the original lease agreement, the amendment, and updated language clarifying issues related to building maintenance, facility use, utilities payments, and use of the historic fire vehicle. At the time this report was prepared, the Society did not formally approve this document. Staff anticipates the lease will be approved as presented at their May 18, 2011, Board meeting. Please note that along with staff, the President of the Historical Society of Palm Desert was closely involved with updating this lease agreement. Staff Report: Historical Society Lease Agreement May 26, 2011 Page 2 of 2 Fiscal Analysis The only fiscal impact associated with approval of this lease agreement, is that the City would be responsible for any applicable building maintenance items (exclusive of routine/preventative maintenance), landscape maintenance, annual fire extinguisher inspection/maintenance, and utility costs (i.e. only electricity and water). There is no major deviation from what the City provided under the previous lease agreement or practices, only a better clarification of each parties responsibilities. Submitted By: CITY COUNCILAf'l1`ION APPROVED DENTED RECEIVED OTHER en Y NOES: UJ Approval: ABSENT:ABSTAIN: VERIFIED BY.-- P,04 140.4 Original on File with City &r1es Office aul S. Gibson, Director of Finance John M. Woh , City Manager Contract No. C30900 LEASE BETWEEN THE CITY OF PALM DESERT AND THE HISTORICAL SOCIETY OF PALM DESERT FOR THE PREMISES LOCATED AT 72-861 EL PASEO, PALM DESERT, CA 92260. This Lease made and entered into this 26th day of May, 2011, by and between the City of Palm Desert (hereinafter referred to as "City") and the Historical Society of Palm Desert (hereinafter referred to as "Historical Society') whereby the City leases to the Historical Society the property described below, upon the following terms and conditions: 1. PREMISES The premises leased hereby (hereinafter referred to as "the premises"), includes the building located at 72-861 El Paseo, Palm Desert, CA 92260. The Historical Society shall have the exclusive use and possession of the leased premises, subject to the terms and conditions set forth herein. 2. USE The premises leased to the Historical Society hereunder, is leased for the primary use as an office and building for the collection, archiving and displaying of historical information pertaining to the City of Palm Desert and for other activities in support of the Historical Society in achieving its mission. The City permits the storage of historical documents and artifacts at the facility, but does not assume any responsibility for offsite storage and will not guarantee the availability of other City facilities for storage. The Historical Society in its possession, use, and occupancy of the premises agrees to observe and comply with all restrictions, laws, and ordinances affecting said property or occupancy thereof. The Historical Society further agrees that no use shall be made of the premises, nor acts done, which will increase the existing rate of insurance upon the premises, or will cause a cancellation of any insurance policy covering the premises. Any use of the facility by any group, public or private, for purposes other than its intended use by the Historical Society (the collecting, archiving, and displaying of historical documents), will not be permitted without prior written approval by the City, through the City Manager or his/her designee. Any such use shall in no way be allowed to interfere with or interrupt the function of the leased facility, and shall be of a strictly temporary nature. The Historical Society shall ensure that the facility is open to the public a minimum of 500 hours per year and shall not charge any admission cost to the public for entry into the premises. 3. TITLE. Notwithstanding Section 1 & 2 above, title to the site, building, and structures shall remain in the City, subject to the terms and conditions of this Lease. 4. TERM, RENEWAL, & TERMINATION. This Lease Agreement shall be for a period of five (5) years and shall automatically renew each year thereafter, unless either of the parties hereto give notice of intent to terminate the lease to the other party at least thirty (30) days prior to the commencement of the new term. If the City or Historical Society shall fail to keep any term, covenant, or condition herein, for a period of one hundred twenty (120) days after Historical Society Lease Agreement 1 of 6 written notice thereof from the other party, the City or Historical Society shall have the option to terminate this Lease. 5. RENT The Historical Society shall pay to the City rent for the premises in the amount of One Dollar ($1.00) per year, due on the first day of July of each year during the term hereof. 6. UTILITIES The Historical Society shall at its sole expense pay for telephone, monitored intrusion alarm, and monitored fire alarm services to the premises. The City shall assume at its sole expense the total cost for electrical and water utilities supplied to the premises. As the premises is a city owned facility, waste and recycling pickup services shall be provided at no additional charge, per the Burrtec Waste and Recycling Franchise Agreement. 7. MAINTENANCE, REPAIR, REPLACEMENT. A. The City warrants that the leased premises are in good working condition/repair and are suitable for the purposes contemplated herein. The City shall at its own expense keep and maintain in good/sanitary order, condition, and repair the premises and appurtenances as indicated: the roof, windows and glass, plumbing, electrical wiring, and heating, ventilation, and air conditioning (HVAC) systems. The City further agrees to maintain the premises' exterior landscaping at the existing maintenance level and provide for annual inspection/maintenance of fire extinguishers at the premises. B. The Historical Society shall, at its sole expense, keep and maintain the premise's interior, excluding the aforementioned items under the City's responsibility, and hereby agrees that the premises are now in a tenantable condition. The Historical Society shall at its own expense provide for routine and preventative maintenance items, not included under the City's responsibility as noted above, and shall inform the City of any issues requiring attention in order to keep and maintain the premises, appurtenances, and every part thereof, in the manner in which they were received, so that they shall remain in good satisfactory order, condition, and repair, under the terms of this lease. All appliances shall be the sole responsibility of the Historical Society for maintenance, repair, and replacement. The Historical Society further agrees to adequately water the premises' exterior landscaping and provide an adequate number of fire extinguishers on the site (as determined by the City's Fire Marshal). The Historical Society further agrees to conduct monthly inspections of the fire extinguishers, outside of their scheduled annual inspection, and notify the City of any required maintenance. 8. HISTORIC FIRE VEHICLE The lease also includes the historic fire vehicle, a 1960 Ford (VIN H80FOU25480) which is owned, registered, and insured for loss by the City. The Historical Society shall provide for appropriate parking at the leased premises for the vehicle, and shall also provide at its sole expense, covered and secured parking off -site when appropriate during the summer months. The vehicle may be driven only by those Historical Society Lease Agreement 2 of 6 qualified drivers, whose names will be listed under separate cover and mutually agreed upon by both the Historical Society President and the Palm Desert City Manager, or City employee, as designated by the City Manager. The vehicle can only be used for City sponsored events (i.e. the Palm Desert Mini Muster Fire Safety Program and the Palm Desert Golf Cart Parade) upon approval by the City Manager. Any individual authorized to drive the historic fire vehicle shall posses a valid California Class C driver's license. Any request to use the historic fire vehicle at locations other than City sponsored events, shall be in writing, and only permitted upon written approval by the City Manager. It may be otherwise only be driven by those qualified drivers listed under the aforementioned separate cover to this document, or City Manager designated City employee, directly to and from the secured off -site summer parking storage facility. The normal maintenance of the vehicle will be the responsibility and sole expense of the Historical Society. Any maintenance or repairs without which the vehicle will not operate will be at the sole discretion and expense of the City. 9. IMPROVEMENTS. Any alterations, improvements, additions, or installations of permanent fixtures to be undertaken by the Historical Society shall have the prior written consent of City (with the exception of moveable furniture). Any alteration, improvement, addition, or installation of permanent fixtures at the premises shall become a part of the realty and belong to the City. The Historical Society shall keep the premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by the Historical Society. 10. INSURANCE. A. The Historical Society, at its sole cost, shall keep and maintain at all times public liability insurance applicable to the premises having limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Historical Society shall name the City as an additional insured under the aforesaid liability insurance policy and shall provide the City with a certificate of such coverage by an insurance carrier duly licensed to conduct an insurance business in the State of California. The Historical Society shall obtain and maintain insurance coverage for the contents of the premises including the historical contents, personal property of the Historical Society, and the personal property of others as the Historical Society shall determine, at the Historical Society's sole cost and sole discretion. B. The City, at its sole cost, shall keep and maintain at all times property damage and fire insurance coverage for the premises. 11. LIABILITY. The Historical Society will assume liability and defend and hold the City harmless from losses, costs, or expenses caused by the negligent or wrongful acts or omission of Historical Society officers, agents and employees, occurring in the performance of this Lease between the parties hereto. Except for the City's willful or grossly negligent conduct, the Historical Society herby assumes all risk of damage to the property, or injury to persons in or about the premises from any cause, and the Historical Society hereby waives all claims in respect thereof against the City. Historical Society Lease Agreement 3 of 6 12. DAMAGE OR DESTRUCTION BY FIRE/OTHER CASUALTY If the leased premises, or the improvements consisting of principal part thereof are partially destroyed by fire or other casualty, and such damage can be repaired within ninety (90) days of the date of such occurrence, this lease shall remain in full force and effect and the City shall promptly repair such damage at its own expense and in the event there shall be a proportionate abatement of the rent for such of the lease premises as may be untenantable during the period of restoration or repair. If in the opinion of a registered architect or engineer appointed by the City the leased premises are damaged by a fire or other casualty, to such an extent as to make them untenantable for a period of ninety (90) days or more from the date of occurrence, and if such damages cannot be repaired and the premises restored within said time, this lease may be terminated at the option of the Historical Society upon written notice to the City given within thirty (30) days after such an occurrence. 13. ACCESS TO PREMISES. City shall have reasonable right of access to the leased premises during normal working hours and in emergency or major disasters at all times. 14. ASSIGNMENT AND SUBLETTING A. The Historical Society shall not voluntarily or by operation of law assign, transfer, sublet, mortgage, or otherwise transfer or encumber all or any part of its interest in this Lease or in the premises without the City's prior written consent. The consent to one assignment or subletting shall not be construed as consent to any subsequent assignment or subletting. 15. DEFAULT A. It is agreed between the parties hereto that if Historical Society shall default and breach any covenant and provision of the lease, than the City, after giving the proper notice required by law, may re-enter the premises and remove any property and any and all persons there from in the manner allowed by law. The City may, at its option, either maintain this lease in full force and effect and recover the rent and other charges as they become due or, in the alternative, terminate this lease. In addition, the City may recover all rentals and other damages and pursue any other rights and remedies, which the City may have against the Historical Society by reason of such default as provided by law. B. If either the City or the Historical Society shall incur any reasonable expenses, costs, attorney's fees or other expenses by reason of failure by the other party to perform any of the agreements hereunder, or incur any such expense in any action or proceedings to enforce any rights hereunder, then the party so in default shall pay to the other the amounts of such costs, attorney's fees, and expenses as incurred. 16. ATTORNEY'S FEES If either party commences an action against the other party arising out of or in connection with this lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of the suit. Historical Society Lease Agreement 4 of 6 17. WAIVER OF BREACH Any waiver, express or implied, by the City or Historical Society, of any breach of this lease on any terms, conditions, or promises herein contained, shall not be construed as a waiver of any subsequent breach of the same or any other term, condition, or promise herein and the payment by the Historical Society and acceptance by the City of rent hereunder shall not be construed to be a waiver of any breach of the terms, conditions, or promises herein except to the particular installment of rent so paid and accepted. 18. SURRENDER The Historical Society agrees at the end of the term of this lease or at any earlier termination hereof, to quit and surrender peaceful possession of the premises and improvements located thereon, in as good order and condition as ordinary use and occupancy will permit, to the City, or its agent. Damage by the elements and reasonable wear and tear shall be expected. 19. BINDING ON SUCCESSOR AND ASSIGNS Each provision of this lease performable by the City shall be deemed both a covenant and a condition. The terms, conditions, and covenants of this lease shall be binding upon and shall inure to the benefit of each of the parties hereto, their heirs, personal representatives, successors, and assigns. 20. NOTICES. Any written notices required or desired to be served by either party upon the other, shall be delivered personally or via certified mail. Such notice(s) shall be addressed to the respective parties as set forth below, or such other addresses as from time to time shall be designated, in writing, by the respective parties: HISTORICAL SOCIETY: President Historical Society of Palm Desert 72-861 El Paseo Palm Desert, CA 92260 CITY OF PALM DESERT: City Manager City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Such notice shall also be deemed to be received within forty-eight (48) hours from the time of mailing, if delivered as provided for in this section. 21. WAIVER No waiver by the City of any provision hereof shall be deemed a waiver of any other provision hereof, or of any subsequent breach by the Historical Society of the same or any other provision. 22. JOINT AND SEVERAL OBLIGATIONS "Party" shall mean the City and the Historical Society; and if more than one person or entity comprises the City or Historical Society; the obligations imposed on the party shall be joint and several. The parties hereto have executed this lease on the date first above written. Historical Society Lease Agreement 5 of 6 23. ENTIRE LEASE. This Lease is intended by the parties hereto as the final expression of their agreement and as a complete and exclusive statement of the terms and conditions thereof, and supersedes any and all prior and/or contemporaneous subleases, leases, lease amendments, agreements and understandings, oral or written. This lease may be changed or modified by the parties hereto, only in writing, and with the concurrence of both parties. IN WITNESS WHEREOF, the duly authorized officials of the parties hereto have, in their respective capacities, set their hands as of the date first hereinabove written. TENANT: HISTORICAL SOCIETY OF PALM DESERT, INC., a California Corporation By: Brett Romer, HSPD President LANDLORD: CITY OF PALM DESERT, a California Municipal Corporation By: Jean Benson, Mayor ATTEST: A -- Rachelle Klassen, City Clerk APPROVED AS TO FORM: M David J. Erwin, City Attorney for Palm Desert Historical Society Lease Agreement 6 of 6