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HomeMy WebLinkAboutAGENDA REPORT 2022 0921 CCSA REG ITEM 10MCITY OF MOORPARK, CALIFORNIA City Council Meeting of September 21, 2022 ACTION APPROVED STAFF RECOMMENDATION. (ROLL CALL VOTE: 4-0, MAYOR PARVIN RECUSED) BY A. Hurtado. M. Consider Lease Agreement with the Moorpark Chamber of Commerce for the Property and Building Located on 18 High Street. Staff Recommendation: Approve the Lease Agreement with the Moorpark Chamber of Commerce, and authorize the City Manager to sign the Agreement, subject to final language approval by the City Manager. (Staff: PJ Gagajena, Assistant City Manager) Item: 10.M. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: PJ Gagajena, Assistant City Manager DATE: 09/21/2022 Regular Meeting SUBJECT: Consider Lease Agreement with the Moorpark Chamber of Commerce for the Property and Building Located on 18 High Street BACKGROUND On September 19, 2011, the former Redevelopment Agency of the City of Moorpark entered into a lease agreement with the Moorpark Chamber of Commerce (Chamber) for the property and building located at 18 High Street. The term of the lease was effective February 1, 2011, through January 31, 2012, with an annual rent of one dollar ($1.00) per year. The agreement allowed the Chamber to extend the term of the lease beyond the original term. Since then and with the dissolution of the Redevelopment Agency of the City of Moorpark, the City has not revised or renewed the lease agreement with the Chamber. DISCUSSION This serves to establish a new lease agreement between the City and the Chamber. Compared to the prior agreement, the following highlights a few of the significant updates and changes to the new agreement: 1.SECTION 1: Includes year in which the Certified Access Specialist (CASp) inspection was completed and clarifies when repairs or improvements can be made. 2.SECTION 2: References the prior lease agreement. 3.SECTION 3: Establishes the term of the lease agreement to commence on September 21, 2022, for a period of five years. 4.SECTION 4: Allows the Chamber to extend for two additional two-year terms after the initial term of five years. Item: 10.M. 512 Honorable City Council 09/21/2022 Regular Meeting Page 2 5. SECTION 6: Requires the Chamber to allow up to six City attendees at Chamber events at no cost unless otherwise specified. Indicates the number of City booth spaces at the Country Days event. Requires the Chamber to submit an Annual Report to the City that includes activities and programs, annual budget, membership information, facility improvements, board and staff information, subleases, facility uses and rentals, strategic goals, and business assistance information. 6. SECTION 9: Includes a non-discrimination statement for authorized uses of the facility. 7. SECTION 10: Adds a non-discrimination clause on employment. 8. SECTION 11: Clarifies City and Chamber responsibilities on certain repairs and maintenance. 9. SECTION 22: Adds the provision that the City shall receive 15% of gross revenues from any authorized subleases by the Chamber, which the City must approve in advance. 10. ATTACHMENT B: Specifies the leased premises at 18 High Street excludes a portion of Parcel 1, which is designated as Area 5 in Exhibit B, that was added by Lot Line Adjustment No. 2022-01. This new lease agreement has been reviewed by the Chamber in advance and they have no changes to the terms. FISCAL IMPACT There is no significant fiscal impact in entering into this new lease agreement with the Chamber. The City will receive one dollar ($1.00) per year from the Chamber for its use of the property and building located at 18 High Street. The City may receive revenues from subleases. COUNCIL GOAL COMPLIANCE This action is consistent with the City Council Goal 2 – “Place an Emphasis on Economic Development with a Focus on Historic High Street to Enhance a Destination and Sense of Community.” STAFF RECOMMENDATION Approve the Lease Agreement with the Moorpark Chamber of Commerce, and authorize the City Manager to sign the Agreement, subject to final language approval by the City Manager. Attachment: Lease Agreement 513 12853-0001\2288216v3.doc LEASE AGREEMENT THIS LEASE (“Lease”) is dated as of September 21, 2022, and is entered into by and between the CITY OF MOORPARK, a municipal corporation, as landlord (“City”), and Moorpark Chamber of Commerce, as tenant (“Tenant”). SECTION 1. PROPERTY LEASED City hereby leases to Tenant, and Tenant hereby leases from the City that portion of 18 High Street, Moorpark, California (“Premises”) as described in Attachment B. Tenant accepts the Premises in their current “AS-IS” condition, without representation or warranty, express or implied, and acknowledges that Tenant has had an opportunity to inspect the same. The subject leased premises was inspected by a Certified Access Specialist (CASp) in 2018 to determine compliance with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant in the future. If another CASp inspection is warranted, the parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. City and Tenant hereby agree, however, that City shall bear the cost of any such CASp inspection or repairs it being the intent and agreement of City and Tenant that any such repairs be performed by City when resources become available, as determined in good faith by the City. SECTION 2. PRIOR LEASE The “Lease Agreement By and Between Moorpark Chamber of Commerce, Moorpark, California, and the Redevelopment Agency of the City of Moorpark” entered into on September 19, 2011, and effective February 1, 2011, through January 31, 2012, including any subsequent extensions, will be replaced with this Lease. SECTION 3. TERM The term of this Lease shall commence on September 21, 2022 (“Commencement Date”), and shall continue for five (5) years, unless sooner terminated as provided in this Lease. The prior lease shall terminate as of the effective date of this Lease, except for obligations and liabilities arising thereunder prior to the termination. ATTACHMENT 514 -2- 12853-0001\2288216v3.doc SECTION 4. OPTION(S) TO EXTEND Tenant will have two (2) two-year options to extend. Each such option may only be exercised by written notice to City given at least six (6) months prior to the end of the then-current term. SECTION 5. HOLDING OVER If Tenant shall retain possession of the Premises beyond the term of this Lease, without the express written consent of the City Manager, Tenant shall be a Tenant at will. If the City Manager consents in writing to a month-to-month term, then Tenant’s term and tenancy shall be month-to- month during such hold-over period. SECTION 6. RENT Tenant shall pay City, without abatement, deduction or offset, rent in the amount of One Dollar ($1.00) per year ("Annual Rent") payable in advance on or before October 1, 2022. In consideration for the reduced rent for the premises, Tenant shall provide the following services and in-kind considerations at no cost to the City: A. OFFICE HOURS: Provide and maintain for the duration of the Agreement open office hours a minimum of 4 days per week, 4 hours per day with regular business hours. In addition, an answering machine or service to receive messages when the office is closed shall be provided. B. MEMBERSHIP: The City shall receive a membership package to the Tenant's organization. The membership shall include attendance for the City Council and City Staff at all events sponsored by the Tenant including Networking Breakfasts, Mixers, Annual Community Awards Luncheon, Installation Dinner, Annual Mega Mixer, and other special events. Unless otherwise specified, the Tenant shall allow at no cost to the City up to six attendees at any event sponsored by the Tenant. D. ECONOMIC DEVELOPMENT PROGRAMS: Upon City's request, actively market to Tenant's membership, all City sponsored Economic Development Assistance Programs including advertisements in Chamber promotional materials, newsletters, e-mails, and on the Chamber website. E. ANNUAL OFFICER INSTALLATION EVENT: Provide at no cost to the City up to 15 attendees at Tenant's Annual Officer Installation event where its board of directors officially assumes office. F. COMMUNITY AWARDS LUNCHEON: Provide at no cost to the City up to six attendees at the Community Awards Luncheon. G. BOOTH SPACES AT COUNTRY DAYS: Provide at no cost to the City, up to 10 booth spaces or the number of booth spaces specified in a co- 515 -3- 12853-0001\2288216v3.doc sponsorship agreement with the Tenant at the Annual Country Days Event if sponsored or co-sponsored by the Tenant and requested booth spaces for any other special events that may occur in the future. H. ANNUAL REPORT: Tenant agrees to submit a written report to City Manager beginning January 1, 2023, and annually thereafter for the term of this Lease. The report shall include the following: 1. Activities and Programs – List all dates/times for each activity, program or event. Include description and type of activity or event (mixer, breakfast, ribbon cuttings, etc.), whether the activity or event focused on business attraction/retention or member engagement, and number of people served at each activity or event. 2. Annual Budget – Provide recommended vs. actual budget, report any use of public funds or City co-sponsorships directly provided to the Tenant, and financial information for each event including revenues and expenses. 3. Membership Information – Provide membership list, number of new members, and the activities the Tenant undertook to increase/maintain member numbers. 4. Facility Improvements and Maintenance – Provide a summary of all improvements and maintenance activities on the facility. 5. Board and Staff Information – Provide a list of Board Members and staff. 6. Subleases – Provide list of subleases, if any, and the date in which written consent from the City Manager was received. 7. Facility Use – Report on the use of the facility by non-profits or other organizations. Indicate name of organization and date/time the facility was used, if any. 8. Strategic Goals and Objectives Update – Provide an update on the progress of the Tenant’s strategic goals and objectives. 9. Business Assistance – Provide list and number of prospective or existing businesses assisted, including dates, times, and if the business was assisted in person, over the phone, or via email. Include type of assistance the business requested. SECTION 7. INDEMNIFICATION BY TENANT Tenant shall, at Tenant’s sole expense and with counsel reasonably acceptable to the City, defend, indemnify, and hold harmless the City and City’s officers, employees, and agents and from and against all claims, losses, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, from any cause, arising 516 -4- 12853-0001\2288216v3.doc out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the use of the Premises or building or parking by Tenant or its employees, agents, or contractors, or their breach of this Lease, or other activities. Tenant’s indemnification and defense obligations hereunder shall survive the expiration or earlier termination of this Lease. SECTION 8. NOTICE OF NON-ELIGIBILITY FOR RELOCATION BENEFITS; WAIVER As a post-acquisition tenant, Tenant will not be eligible for relocation benefits under the federal and state law. This notice is to inform you of the following information before you enter into this Lease: 1. You are obligated to vacate the Premises at the end of the Lease term. 2. You will not be entitled to any relocation benefits upon the expiration of this Lease or any earlier termination of this Lease pursuant to its terms, or the termination of any month-to-month tenancy under Section 4. Tenant hereby waives and agrees not to assert any and all claims for relocation benefits. SECTION 9. USE; BUILDING HOURS Tenant shall use the Premises for professional office space associated with the functions of the Moorpark Chamber of Commerce subject to all applicable governmental statutes, ordinances, codes, standards, rules and regulations. The Premises shall not be used for any other purpose, except with the prior written consent of the City Manager for the particular purpose, which consent Tenant agrees may be withheld by the City Manager at his or her sole and absolute discretion. Tenant shall not allow any political action committee to meet at the Premises. The City acknowledges that the Tenant allows Moorpark-based nonprofit organizations to utilize the Premises for meetings at no cost. The City believes this is a benefit to the City and such use of the Premises is allowed under this Lease. The Tenant shall make the Premises available for such authorized uses based on availability without discriminating on the basis of race, religious creed, color, natural origin, ancestry, physical handicap, gender, or gender identity, or any other protected class. Such uses shall adhere to the same standards required of the Tenant. Normal hours of building operation shall be between 6:00 a.m. to 10:00 p.m. Monday through Friday. The Tenant may revise the hours of operation upon written notice to City. SECTION 10. EMPLOYMENT Neither the Tenant, nor any employee or contract manager under the Tenant, shall discriminate in employment of persons because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, gender 517 -5- 12853-0001\2288216v3.doc identity, or any other protected class, except as provided in Section 12940 of the Government Code. The Tenant shall have responsibility for compliance with this Section (Labor Code Sec. 1735). SECTION 11. UTILITIES; MAINTENANCE Tenant agrees to pay all charges and assessments for or in connection with water, including water for landscape irrigation, sanitary sewer, electric current, gas, internet, cable, and telephone or other utilities which may be furnished to or used upon the Premises by Tenant during this Lease. It is further agreed that in the event Tenant shall fail to pay the above mentioned charges when due, City shall have the right to pay the same on demand, together with interest thereon and any other fees that may be due. The City shall be reimbursed by Tenant for the amount of payment and interest thereon at the maximum rate allowed by law with an additional fee in the amount of fifteen percent (15%) administrative costs within five (5) days of notice from City for any such payment by City. City shall be responsible for major building system repairs (HVAC, Electrical, Roofing, Plumbing, Structural), refuse disposal services and landscape maintenance services. City shall make the sole determination of when and what level of major repairs will be undertaken. Tenant shall be responsible for preventative maintenance for the HVAC systems, plumbing (clogs, minor leaks), janitorial services and supplies to the Premises. Tenant shall be responsible for installation of security equipment to serve the Premises and payment for monthly monitoring of security services at Tenant’s sole cost and expense in the event Tenant elects to have such additional service. Tenant shall, at its cost, maintain all interior finishes, materials, and systems, such as cabinetry, doors, plumbing and light fixtures, electrical receptacles, floor coverings, and acoustic ceiling material, and repair/replace as needed. Tenant shall furnish and replace any inoperative light bulbs and fluorescent tubes within the Premises. Bulbs and tubes shall be installed with the same in- kind replacement bulb or tube recommended by the light fixture manufacturer. Tenant shall, at its cost, provide interior painting on an as needed basis as determined by the City Manager or his/her designee, but no less than every seven years. Paint colors may be proposed by City or Tenant, and the other party will not unreasonably withhold consent. The Tenant, at the Tenant’s sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the painting and provide/install drop cloth and covers as needed. Notwithstanding any other provision of this Agreement to the contrary, any damage to the property, the facility or any City owned or supplied furnishings and equipment which is caused by Tenant and/or its agents, officers or employees may be repaired or replaced by the City, but at the sole expense of the Tenant. Upon completion of such repair or replacement, the City shall submit an invoice for the costs thereof to the Tenant, and the Tenant shall promptly pay the same, plus a 20% administration fee. 518 -6- 12853-0001\2288216v3.doc SECTION 12. PARKING Tenant agrees that parking area of Premises shall be available for public parking on weekends and weekdays after business hours from time to time unless parking spaces are needed for Tenant use during these times. Tenant also acknowledges the fact that one parking space, located in the northeast corner of the parking lot, is to be reserved at all times for the General Manager of the High Street Arts Center. The City or designee shall maintain sign designating this space. The City, not Tenant, is responsible for monitoring usage of this reserved space. Overnight parking (between the hours of 10:00 p.m. and 6:00 a.m.) is prohibited; vehicles parked overnight may be cited and be towed at the vehicle owner’s expense unless needed for Tenant use during these times and approved by the City Manager in advance. SECTION 13. TAXES, ASSESSMENTS, AND LIENS Tenant shall pay directly to the tax collector, when due, all taxes and assessments which may be levied against Tenant’s possessory interest in the Premises and upon all improvements and personal property which are located on the Premises. Within five (5) business days after the date when any tax or assessment would become delinquent, Tenant shall deliver to City reasonable evidence of payment. Tenant shall keep the Premises and improvements free from all liens and encumbrances by reason of the use or occupancy of the Premises by Tenant. If any liens or encumbrances are filed thereon, Tenant shall remove the same at their own cost and expense and shall pay any judgment and penalties which may be entered thereon. Should Tenant fail, neglect, or refuse to do so, City shall have the rights to pay any amount required to release any lien or encumbrance or to defend any action brought thereon, and to pay any judgment or penalty, and Tenant shall be liable to City for all costs, damages, and attorneys’ fees, and any amounts expended in defending any proceedings, or in the payment of any lien, encumbrance, judgment, or penalty. City may post and maintain upon the Premises notices of non-responsibility as provided by laws. Upon demand by City, Tenant shall post the bond contemplated by California Civil Code Section 3143. SECTION 14. ALTERATIONS/IMPROVEMENTS BY TENANT Tenant shall not make any alterations, additions, or improvements without the prior written consent of the City Manager. Any alterations, or additions or improvements installed or caused to be installed to the site, or any signage, fencing, exterior lighting, or any other improvements on the Premises (collectively “Installations”) shall be solely at Tenant’s cost. All alterations, additions and improvements shall be done in a good and workmanlike manner and diligently prosecuted to completion, and shall be performed and maintained in strict accord with all federal, state, county, and local laws, ordinances, codes, standards, and requirements relating thereto. Unless otherwise expressly agreed to or required by the City in writing, any alterations, additions and improvements shall remain on and be surrendered with the Lease Space and/or Premises upon the expiration or termination of this Lease. 519 -7- 12853-0001\2288216v3.doc SECTION 15. DEFAULTS AND REMEDIES Tenant shall be in default if Tenant fails to make any payment past due under this Lease within ten (10) business days after written notice from City or if Tenant fails to comply with any other provision of this Lease within thirty (30) days after written notice from City. Upon the expiration or earlier termination of this Lease, the City shall have the right forthwith to remove Tenant’s personal property from the Premises at the sole cost, expense and risk of Tenant, which cost and expense Tenant agrees to pay to City within 30 days after written demand, together with interest thereon at the maximum rate allowed by law from the date of expenditure by City, and City may retain or dispose of such property in any manner, without liability to Tenant and Tenant hereby waives all laws and statutes to the contrary. Upon such a default by Tenant, City may terminate this Lease by written notice to Tenant, and shall have the right to damages under Civil Code Section 1951.2. SECTION 16. PESTICIDES AND HERBICIDES Tenant shall use pesticides and herbicides on the Premises only in strict accordance with all applicable statutes, ordinances, rules and regulations. Such pesticides and herbicides shall be limited to those that are permitted for residential use. Tenant shall not use anti- coagulant rodenticides on the property for rodent control. SECTION 17. HAZARDOUS MATERIALS As used in this Section, Hazardous Materials means any substance, product, waste, or other material of any nature whatsoever which is or becomes listed, regulated or addressed pursuant to: (1) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, 49 U.S.C., Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C., Section 6901, et seq.; the Substances Control Act, 15 U.S.C., Section 2601, et seq.; the Clean Water Act, 33 U.S.C. Section 1251, et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100, et seq.; the California Hazardous Substance Account Act, Health and Safety Code Section 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280, et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1, et seq.; California Health and Safety Code Section 25501, et seq.; (Hazardous Materials Response Plans and Inventory); or the Porter-Cologne Water Quality Control Act, Water Code Section 13000, et seq. all as amended, (2) any other federal or state law or any local law regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now is, or at any time hereafter may be, in effect, and (3) any rule or regulation adopted or promulgated under or pursuant to any of said laws. 520 -8- 12853-0001\2288216v3.doc If Tenant receives any notice, whether oral or written, of any inquiry, test, investigation, enforcement proceeding, environmental audit, or the like regarding any Hazardous Material within the Premises or building or parking area, Tenant shall immediately deliver a copy to City. In no case shall Tenant cause or allow the deposit or disposal of any such substance within the Premises or Building or parking area. However, household products necessary for routine cleaning and maintenance of the Premises may be kept in the Premises in compliance with applicable law in quantities reasonable for office needs. SECTION 18. CITY INSURANCE City shall not be obligated to keep the Premises or building and the improvements thereon insured against any insurable risk; nor shall City insure Tenant for any personal injury or property damage. Tenant hereby and forever waives all right to claim or recover damages from City in any amount as the result of any damage to the Premises or any improvement thereon or as a result of any injury to any person upon the Premises. SECTION 19. INSURANCE Tenant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Attachment “A” attached to and part of this Agreement. The policy shall name the City of Moorpark as additional insured. SECTION 20. COMPLIANCE WITH LAW; GOVERNING LAW Tenant shall comply with all applicable federal, state, county and local laws and regulations in connection with its use of the Premises. The existence, validity, construction, operation and effect of this Lease and all of its terms and provisions shall be determined in accordance with the laws of the state of California. SECTION 21. ENTRY BY CITY City may enter the Premises upon twenty-four (24) hours prior written notice and Tenant shall make the Premises available during normal business hours to the City’s authorized agent or representative for the purpose of; (1) to show the Lease Space to prospective or actual purchasers, mortgagee, tenants, workmen, or contractors, (2) to make necessary or agreed repairs, decorations, alterations, or improvements, and (3) at all reasonable times to examine the condition thereof, including its environmental condition. However, in an emergency, City’s agent or authorized representative may enter the Premises at any time without notice prior to Tenant. SECTION 22. ASSIGNMENT AND SUBLETTING Tenant may not assign or encumber this Lease or enter into subleases without the prior written consent of the City Manager in his or her sole and absolute discretion. Subleases are not allowed for political organizations, religious groups, illicit organizations, or retail sales. The City shall receive 15% of gross revenues from subleases. 521 -9- 12853-0001\2288216v3.doc Any assignment or subletting without such consent shall be void, and shall entitle City to terminate this Lease by written notice to Tenant. SECTION 23. CONDEMNATION If the whole of the Premises should be taken by a public authority under the power of eminent domain, then the term of this Lease shall cease on the day of possession by the public authority. If only a part of the Premises should be taken under eminent domain, Tenant shall have the right to either promptly terminate this Lease or to continue in possession of the remainder of the Premises. If Tenant remains in possession, all of the terms hereof shall continue in effect, the rental payable being reduced proportionately for the balance of the Lease term. If a taking under the power of eminent domain occurs, all compensation shall belong to the City except for any award to Tenant for its personal property. SECTION 24. WAIVER A waiver by either party of any default or breach by the other party of any provision of this Lease shall not constitute or be deemed to be a waiver of any subsequent or other default or breach. No waiver shall be binding, unless executed in writing by the party making the waiver. No waiver, benefit, privilege, or service voluntarily given or performed by either party shall give the other party any contractual right by custom, estoppel, or otherwise. The subsequent acceptance of rent pursuant to the Lease shall not constitute a waiver of any preceding default or breach by Tenant other than default in the payment of the particular rental payment so accepted, regardless of City’s knowledge of the preceding default or breach at the time of accepting the rent; nor shall acceptance of rent or any other payment after termination of the tenancy constitute a reinstatement, extension, or renewal of the Lease or revocation of any notice or other act by City. No acquiescence, failure, or neglect of any party hereto to insist on strict performance of any or all of the terms hereof in one instance shall be considered or constitute a waiver of the rights to insist upon strict performance of the terms hereof in any subsequent instance. SECTION 25. SUCCESSORS AND ASSIGNS The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto. SECTION 26. CONDITION UPON TERMINATION OR CESSATION Upon termination of the tenancy, Tenant shall surrender the Premises to City including all improvements, clean and in good condition, except for ordinary wear and tear and any improvements that City required to be reconveyed at the expiration or earlier termination of this Lease when giving approval thereof. SECTION 27. ATTORNEYS’ FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of, any right or obligation pursuant to, this Lease or as a result of any alleged 522 -10- 12853-0001\2288216v3.doc breach of any provision of this Lease, or for an unlawful detainer action, the prevailing party shall be entitled to recover its costs and expenses, including attorneys’ fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. SECTION 28. NOTICES AND PAYMENTS All notices required under this Lease, including notices of change of address, shall be in writing, and sent by certified mail or reputable overnight delivery service which confirms delivery, addressed as follows: City: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager Tenant: Moorpark Chamber of Commerce 18 High Street Moorpark, CA 93021 Attn: Dale Parvin, CEO Either party may, from time to time, by written notice to the other under this Section, designate a different address which shall be substituted for the one specified above. Notices shall be deemed received upon the second (2nd) day after mailing by certified mail or one (1) business day after delivery to the messenger service. SECTION 29. PARTIAL INVALIDITY If any provision of this Lease is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Lease shall nonetheless remain in full force and effect to the full extent allowed by law. SECTION 30. GENDER AND NUMBER For the purpose of this Lease wherever the masculine or neuter form is used, the same shall include the masculine or feminine, and the singular number shall include the plural and the plural number shall include the singular, wherever the context so requires. SECTION 31. SECTION HEADINGS Section headings in this Lease are for convenience only, and they are not intended to be used in interpreting or construing the terms, covenants and conditions of this Lease. 523 -11- 12853-0001\2288216v3.doc SECTION 32. INTEGRATION AND MODIFICATION This Lease constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements and understandings, oral or written, are hereby merged herein. This Lease may not be modified or amended except by a writing signed by all of the parties hereto. SECTION 33. INTERPRETATION Should interpretation of this Lease, or any portion thereof, be necessary, it is deemed that the Lease was prepared by both parties, and this Lease shall not be interpreted against either party on the ground that the party prepared it or caused it to be prepared. SECTION 34. VENUE This Lease is made, entered into, and executed in Ventura County, California, and any action filed in any court for the interpretation, enforcement or other action arising from any term, covenant or condition herein shall be filed in the applicable court in Ventura County, California. SECTION 35. TERMINATION BY CITY The City may, in its sole and absolute discretion, terminate this Lease upon ninety (90) days prior written to Tenant. SECTION 36. TIME OF ESSENCE Time is of the essence of every provision hereof in which time is a factor. IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their duly authorized representatives as of the date first written above. CITY: CITY OF MOORPARK By:____________________________ Troy Brown, City Manager ATTEST: By:____________________________ Ky Spangler, City Clerk 524 -12- 12853-0001\2288216v3.doc TENANT: MOORPARK CHAMBER OF COMMERCE By: Dale Parvin, CEO 525 A -1 12853-0001\2288216v3.doc ATTACHMENT A INSURANCE REQUIREMENTS Tenant will maintain insurance in conformance with the requirements set forth below. Tenant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required, and that any insurance proceeds available to CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will also be available to CITY. Tenant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence and $2,000,000 in aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident and $2,000,000 in aggregate. If Tenant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Tenant or Tenant’s employees will use personal autos in any way on this project, Tenant shall provide evidence of personal auto liability coverage for each such person. Worker’s Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an AM. Best rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Tenant. Tenant and CITY agree to the following with respect to insurance provided by Tenant: 1. Tenant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds CITY, its officials, employees, servants, agents, and independent consultants (“City indemnities”), using standard ISO endorsement No. CG 2011 with an edition prior to 1996. Tenant also agrees to require all contractors and subcontractors working on the Premise to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Tenant, or Tenant’s agents, from waiving the right of subrogation prior to a loss. Tenant agrees to waive subrogation rights against CITY regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 526 A -2 12853-0001\2288216v3.doc 3. All insurance coverage and limits provided by Tenant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the CITY or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the CITY, as the need arises. Tenant shall not make any reductions in scope of coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect CITY’S protection without CITY’S prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Tenant’s general liability policy, shall be delivered to CITY at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, CITY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by CITY shall be charged to and promptly paid by Tenant or deducted from sums due Tenant, at CITY’s option. 8. Certificates are to reflect that the insurer will provide 30-day notice to CITY of any cancellation of coverage. Tenant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Tenant, is intended to apply first and on a primary, non- contributing basis in relation to any other insurance or self insurance available to CITY. 10. Tenant agrees to ensure that subcontractors, and any other party entering onto the Premises, provide the same minimum insurance coverage required of Tenant. Tenant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Tenant agrees that upon request, all agreements 527 A -3 12853-0001\2288216v3.doc with subcontractors and other parties entering onto the Premises will be submitted to CITY for review. 11. Tenant agrees not to self-insure or to use any self-insured retention or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, or other entity or person entering onto the Premises to self-insure its obligations to CITY. If Tenant’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the CITY. At that time the CITY shall review options with the Tenant, which may include reduction or elimination of the deductible of self-insured retention, substitution of other coverage, or other solutions. 12. For purposes of applying insurance coverage, only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Tenant acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform Tenant of non-compliance with any insurance requirement in no way imposes any additional obligations on CITY nor does it waive any rights hereunder in this or any other regard. 14. Tenant will renew the required coverage annually as long as CITY, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until CITY executes a written statement to that effect. 15. Tenant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Tenant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to CITY within five days of the expiration of the coverages. 16. The provisions of any workers’ compensation or similar act will not limit the obligations of Tenant under this agreement. Tenant expressly agrees not to use any statutory immunity defenses under such laws with respect to CITY, its employees, officials, and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a give coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party of insured to be limiting or all- inclusive. 528 A -4 12853-0001\2288216v3.doc 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Tenant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge CITY or Tenant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. 21. Tenant agrees to provide immediate notice to CITY of any claim or loss against Tenant arising out of the lease of the Premises. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. 529 B -1 12853-0001\2288216v3.doc ATTACHMENT B LEASED “PREMISES” Parcel 1 of Parcel Map No. 2017-01, excluding the portion of Parcel 1 (designated as Area 5 in Exhibit B) that was added to it by Lot Line Adjustment No. 2022-01. 530 B -2 12853-0001\2288216v3.doc 531 B -3 12853-0001\2288216v3.doc 532 B -4 12853-0001\2288216v3.doc 533 B -5 12853-0001\2288216v3.doc 534