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
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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
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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
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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.
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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.
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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.
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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,
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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,
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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
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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
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