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HomeMy WebLinkAboutRES NO 36-87030387 COUNCIL RESOLUTION NO. 36-87 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD APPROVING A LEASE AGREEMENT BY AND BETWEEN THE CITY OF BAKERSFIELD AND THE REDEVELOPMENT AGENCY OF THE CITY OF BAKERSFIELD FOR THE LEASE OF THE PUBLIC IMPROVEMENTS PARCEL WHEREAS, the City of Bakersfield (the "City") after holding a joint public hearing with the Redevelopment Agency of the City of Bakersfield (the "Agency"), on July 2, 1986, approved an Amended and Restated Disposition and Development Agreement by and between the Bakersfield Redevelopment Agency and the Bakersfield Convention Center Hotel Asso- ciates, Limited, as amended with technical changes, (the "DDA"), in order to implement the Redevelopment Plan for the Bakersfield Downtown Redevelopment Project, and more spe- cifically, to provide for the construction of a hotel and meeting rooms adjacent to the City's Convention Center (the "Project"); and WHEREAS, the DDA provides that the City will lease certain real property owned by the City to the Agency, which is described in the Legal Description of the Public Improve- ments Parcel attached hereto and incorporated herein as Attachment No. 1 (the "Public Improvements Parcel"); and WHEREAS, pursuant to the DDA, the Agency is authorized to sublease the Public Improvements Parcel to the Developer for the development of meeting rooms to serve both the Convention Center and the hotel; and WHEREAS, the City Council now desires to lease the Public Improvements Parcel to the Redevelopment Agency, by entering into the Master Lease attached hereto as Attachment No. 2 and incorporated herein (the "Lease Agreement"). WHEREAS, all potential significant environmental effects of the Project including, but not limited to the Lease Agree- ment, have been reviewed and considered in the existing approved Negative Declaration on the Project; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BAKERSFIELD DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council hereby finds that the development of meeting rooms to be used in conjunction with the hotel and Convention Center is necessary to implement the Redevelopment Plan and that the Public Improvements Parcel is not required for other City uses. Section 2. The City Council hereby approves and authorizes exe- cution of the Lease Agreement by the City. I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a special meeting thereof held on 10th day of March, 1987, by the following vote: AYES COUNCILMEMBERS ~.~, CHRISTENSEN, SMITH,~A.'~'.¥, MOORE, DICKERSON, '~ CITY CLERK and Ex Officio Clerk of the Council of the City of Bakersfield APPROVED this 10th day of March 1987 MAYOR of the city of/Bakersfield APPROVED as to form: CITY ATTORNEY of the City of Bakersfield -2- PARCEL 9: Legal Description of Public Improvements Parcel A r~rcel of land situqted in the KZ1/a of Section 30, Township 29 South, Ran~e 2.~ East, ~I.I).B.~I., in the City of ~kersfield, County of }iern, State of ~alifornia, more particularly described as follows: Beginning at the point of intersection the south line of Tru>:tun Avenue (115.50 foot r¢%d width) and the west line of "P" Sereet (82.50 foot ro~d width) and also the northeast corner of Block 308 of Map of the City of Bakersfield, recorded November 25, 1898 in the Officie of the Kern County Recorder; THENCE South 00°0l'3I)" west, alon~ said west line, 266 feet; THENCE North 29°58'02" west, 66 feet; THENCE South 60°0I'58" west, 30 feet; THENCE North 29%8'02" west, 22 feet; THENCE South 60~01'58" west, 18 feet (~) tca ooint on the northeast e~ge of an existing concrete w~11 and walkw~y adjacent to the northeast wmll of the--City of Bakersfield Civic Auditoriu:n Building; THENCE North 29°55'02" west, alon~ said concrete wall, 15& feet (+) to meet the easterly projection of north exterior wall of said Auditorium BuildinK; THENCE North 89°58'02" west, along said projection line and north exterior wall 57 feet (~) to the northwest corner of the Auditorium Media Center Room; THENCE South 08°3C'00" west (~) along the exterior wall of said Media Center Room 36 feet (~) [o the southwest corner thereof; Thence westeriv alonff the on-center alignment curve of the Auditorium Suooor% Coiumns (aooroximately 98 foot radius curve concave to the south) an arc distance of 38.25 feet; THENCE North 29°5S'02" west. 85 zeet (+) to the north em~e izne cf the exlst!nz Auditorium Portico; THENCE South 89°58'02" east along said north line 132 feet; THENCE North 29°58'02" west, 51 feet (~) to the south line of Truxtun Avenue; THENCE South 89°58'02" east along said south line t98.8 feet (~) to the ooint of beginning. Attachment 1 Page 1 of 1 030387 1072r:IPY Redevelopment A~ency AEreement No. RA6-87 ATTACHelENT NO. 2 City Agreement No. 87-43 MASTER LEASE THiS LEASE (the 'Lease') is made and entered into as of this 10th day of March , 1987, by and between the CITY OF BAKERSFIELD, a public body, corporate and politic, (the 'Lessor") and the BAKERSFIELD REDEVELOPMENT AGENCY, a public body, corporate and politic (the 'Lessee'). Recitals A. The Lessee, as Agency, is implementing a Redevelopment Plan (the 'Redevelopment Plan') in the City of Bakersfield adopted by the City Council of the City of Bakersfield by Ordinance No. 2033 on August 14, 1972, and amended by Ordinance No. 2216 on November 25, 1974, and by Ordinance No. 22!~1, New Series, on August 30, 1976, and by Ordinance No. 2539, New Series, on December 12, 1979, for a redevelopment project designated the "Bakersfield Downtown Redevelopment Project# (the 'Project"). B. In implementation of the Redevelopment Plan, the Lessee, as Agency, and Bakersfield Convention Center Hotel Associates, Ltd... a Colorado general partnership, (the "Developer") have entered into an Amended and Restated Disposition and Development Agreement, dated J'u]v 2 , 1986__ (the 'DDA') for the lease of certain real property to the Developer for development thereon of a hotel, parking facilities and related improvements (the 'Hotel") and the sublease of certain other real property to.the Developer for development thereon of certain public improvements (the 'Public Improvements'). C. Pursuant to and in order to implement the Redevelopment Plan and the DDA, the Lessor and the Lessee desire to enter into this Lease for the purpose of leasing to the Lessee the Public Improvements Parcel (the 'Premises'). D. Pursuant to and in order to implement the Redevelopment Plan and the DDA, the Lessee will sublease the Premises to the Developer by a sublease, entitled the Public Improvements Parcel Sublease (the 'Sublease"), for ,the construction, operation and maintenance of the Public Improvements. AGreements NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: 1. Premises. The Premises consist of real property in the City of Bakersfield, County of Kern, State of California, described in the 'Legal Description of the Premises," incorporated herein and attached hereto as Exhibit A. 2. T~rm. The term of this Lease shall commence on the date of recordation of this Lease in the office of the County Recorder of Kern County, State of California and shall terminate fifty-five (55) years thereafter (the 'Initial Term"). If this Lease shall not have been previously terminated and if! Lessee is not in default under this Lease at the time of the giving of notice as hereinbelow described (or, if Lessee is in default but Lessee is diligently proceeding to cure said default) and is not in default at the expiration of the Initial Term or the First Option Term as herein described, then Lessee shall have the option to extend the term of this Lease on the same terms and conditions for an additional term (the "Option Term") at the expiration of the Initial Term or the First Option Term as follows: An additional term of ten (10) years at the the Initial Term (the "First Option Term"); expiration of and (b) An additional term of ten (10) years from the expiration of the First Option Term (the "Second Option Term"). Said option, as to each Option Term, may be -2- conditionally exercised by the delivery of written notice by Lessee to Lessor delivered at least one (1) year but not ,more than eighteen (18) months in advance of the termination date of the Initial Term or expiration date of the First Option Term, as the case may be. Within thirty (30) days before the termination date of the Initial Term or the expiration date of the First Option Term, as the case may be, Lessee shall deliver to Lessor written notice either (i) confirming Lessee's prior conditional election to extend the term upon the same terms and conditions contained here, or (ii) cancelling such prior conditional election to extend. If confirmation is delivered, the term of this Lease shall be extended to include the Option Term upon the same terms and conditions contained herein. If confirmation is delivered, each party shall at the request of the other, in lieu of executing a new lease for extension of this Lease for an Option Term, endorse on the original Lease or on a true copy of the original Lease that party's signature or signatures, the date of the commencement of the Option Term and the words "option exercised." Alternatively, each party shall, at the request of the other, execute a memorandum, in recordable form, acknowledging the fact that the option has been exercised and otherwise complying with the requirements of law for an effective memorandum or abstract of lease. If Lessee fails to timely deliver a written notice of confirmation to Lessor as required in the preceding paragraph, such prior conditional election to extend shall immediately and without any further actions of Lessor be deemed to be cancelled and without further force or effect. In the event of any cancellation by Lessee of such prior conditional election to extend, either by the delivery of written notice thereof to Lessor or by failure of Lessee to deliver a timely written notice of -3- confirmation, then upon the expiration of then remaining term, if any, Lessee shall have no further rights of any kind whatsoever under this Lease. 3. Rental. The Lessee shall pay to the Lessor as and for rental hereunder the sum of One Dollar ($1.00), payable upon the execution of this Lease and thereafter payable, in advance, annually on January 2 of each year of the term of this Lease. 4. Purpose. The Lessee shall use the Premises solely for the purpose of constructing or causing to be constructed the Public Improvements thereon and their operation and maintenance. 5. Assignments and Subleases. The Lessor agrees that the Lessee may sublease the Premises to the Developer for the construction, operation and maintenance of the Public Improvements thereon in accordance with the Sublease. Lessee may, upon the prior written consent of the Lessor, assign or otherwise convey its interest in this Lease. 6. Attornment and Nondisturbance. Notwithstanding any termination of this Lease, Lessor covenants and agrees to recognize and to not disturb the rights of the Developer to use and possess the Premises, provided that (a) the Developer shall not then be in default of the Sublease or other applicable agreement; (b) Developer shall attorn to Lessor and pay rent to Lessor from the date of such attornment; (c)iLessor shall not be responsible to such Developer except for obligations arising subsequent to the date of such attornment; (d) Lessee shall not be responsible to Developer under the Sublease subsequent to the date of such attornment; and (e) Developer agrees that the terms, provisions, covenants and agreements contained in the Sublease or other applicable agreement shall continue in full force and effect. -4- 7. RiGht ¢,f EntrY. The Lessor reserves the right for any of its duly authorized representatives to enter .upon the Premises at any reasonable time to inspect the work being performed in construction of the Public Improvements or inspection of the completed improvements. The Lessor agrees: to indemnify the Agency or the Developer and hold it harmless from any damage caused or liability arising out of this right to inspect. 8. Termination. The Lessee agrees, upon the termination of this Lease, to quit and surrender the Premises in the same good order and condition as the same were in at the time of commencement of the term of this Lease, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Premises at the time of the termination of this Lease shall remain thereon. Title to such Public Improvements placed thereon by Developer shall remain vested in Developer as long as the Sublease is in full force and effect, unless the Developer has elected to transfer title to such Public Improvements to the Agency or the City, and the Agency, by resolution, or the City Council, by resolution, accepts such title. Upon the termination of the Sublease, title to the Public Improvements shall vest in the City. 9. Mortgagee of Leasehold. The Lessee is hereby granted the right to assign, mortgage or otherwise encumber this Lease or any rights hereunder and the leasehold created hereby or allow the Developer to encumber its interest in the Sublease in connection with and in implementation of the DDA. 10. Default. In the event the Lessee shall be in default in the performance of any obligation in its part to be performed under the terms of this Lease, which default continues for thirty (30) days following notice and demand for performance thereof to the Lessee, the Lessor, subject to the provisions of Section 9. hereof, may exercise any and all remedies granted by law. -5- 11. Ouiet Enio~ment. The Lessee at all times during the term of this Lease shall peaceably and quietly have, .hold and enjoy all of the Premises. 12. Waiver of Personal LiabilitY. All of the Lessee's liabilities under this Lease shall be solely corporate liabilities of the Lessee, as a public body, corporate and politic, and the Lessor hereby releases each and every officer of the Lessee of and from any personal or individual liability under this Lease. No member or officer of the Lessee shall at any time or under any circumstances be individually or personally liable under this Lease for anything done or omitted to be done by the Lessee hereunder. 13. Insurance. Lessee shall, throughout the term hereof, maintain or cause to be maintained in full force and effect comprehensive general liability insurance and comprehensive and extended coverage property damage insurance with a responsible insurance company or companies qualified to do business in the State of California, naming and protecting the Lessor and its respective officers, agents and employees as additional insureds, insuring said parties against all loss damage or liability for personal injury, death or damage to property resulting from the acts, omissions or negligence of the Lessee (or its successor or assign) and its respective officers, agents and employees with respect to ownership, maintenance or use of the Premises and any improvements thereon, or sidewalks, curbs, streets or ways adjacent thereto, with minimum limits of liability of ONE MILLION DOLLARS ($1,000,000) for personal injury to or death of each person, and THREE MILLION DOLLARS ($3,000,000) for personal injury to or death of two or more persons in each occurrence or event, and in a minimum amount of ONE MILLION DOLLARS ($1,000,000) for damage to property resulting from each occurrence or event. Said amounts shall be adjusted every three (3) years to reflect current liability trends. -6- In addition, Lessee shall, throughout the term hereof, maintain or cause to be maintained in full force ~ and effect a policy or policies of fire insurance and the Standard Extende~ Coverage endorsement for the protection of the improvements and property upon the Premises. Said policy or policies shall provide coverage in at least the amount of ninety percent (90%) of replacement cost and shall contain the Standard Replacement Cost Endorsement providing that there shall be no deduction for depreciation. Compliance by the Developer, as Operator, with Section 16 of the Sublease shall fulfill the requirements of this Section. 14. Eminent Domain. If the whole of the Premises or so much thereof as to render the remainder unusable for the purposes for which the same was leased, be taken under the power of eminent domain, then this Lease shall terminate as of the day possession shall be so taken. If less than the whole of the Premises shall be taken under the power of eminent domain, and the remainder is usable by the Lessor or the Lessee, then this Lease shall continue in full force and effect and shall not be terminated by virtue of such taking (and the parties waive the benefit of any law to the contrary). 15. Partial InvaliditY. If any one or more of the terms, provisions, covenants or conditions of this Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Lease shall be affected thereby,. and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 16. Notices.. All notices, statements, demands, consents, approvals, authorizations, offers, designations, -7- or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given .and served upon the other party and addressed as follows: Lessor: City Clerk City of Bakersfield 1501 Truxtun Avenue Bakersfield, California 93301 Lessee: Secretary Bakersfield Redevelopment Agency 1501 Truxtun Avenue Bakersfield, California 93301 17. Nondiscrimination Covenants. (a) General Nondiscrimination Covenants. The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, color, (:reed, religion, sex, marital status, ancestry or national origin in the lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the Lessee 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, subtenants, sublessees or vendees in the premises herein leased. The foregoing covenants shall run with the land. (b) Specific Nondiscrimination Provisions. Lessee shall refrain from restricting the rental or lease of the Premises on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such subleases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses. (i) In Subleases: "The lessee herein covenants by and for itself, its executors, administrators and assigns, and all persons claiming under or through it, -8- and this sublease is made and accepted upon the following conditions: That there shall be no discrimination against .or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased; nor shall the lessee 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, subtenants, sublessees or vendees of said premises." (ii) In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises; nor shall the transferee 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, subtenants, sublessees or vendees of the premises." 18. Short Form Lease Recordation. The Lessor and the Lessee shall execute and record in the Office of the County Recorder of Kern County a short form of this Lease, in form and substance mut'ually satisfactory to the Lessor and the Lessee. If such a short form Lease is not so executed and recorded, the Lessor or the Lessee, at the option of either, may record this Lease in its entirety. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease to be executed by their respective -9- ofl'icers thereunto duly authorized, all as of the date first above written. CITY OF BAKERSFIELD "LESSOR" By Date Mayor By Date ClIy Attorney By Date Finance Director BAKERSFIELD REDEVEI.OPMENT AGENCY "LESSEE" By Date Executive Director By Date General Counsel By Date Secretary 4agree -10-