Draft date: 7/23!2024
16. SALE OR TRANSFER BY CITY. Should CITY, at any time during the term of this Lease, sell, lease, transfer, or otherwise convey all or any part of the Property to any transferee other than LESSEE, then such transfer will be under and subject to this Lease and all of LESSEE’s rights hereunder.
l7. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, LESSEE acknowledges that it will have no claim to any compensation awarded for the taking of the Property or any portion thereof or for loss of or damage to LESSEE’S improvements.
18. RELOCATION BENEFITS. LESSEE acknowledges that it was informed that CITY is a public entity and that the Property was previously acquired by CITY for economic opportunity. LESSEE further acknowledges that any rights acquired under this Lease arose after the date of acquisition of the Property and that said rights are subject to termination pursuant to Section 16 of this Lease. LESSEE acknowledges that at the time of any termination of this Lease, LESSEE will not be a “displaced person” entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
19. N0 PUBLIC PROJECT. All rights given to LESSEE pursuant to this Lease are for LESSEE’s use of the public property identified herein. Any trespass, use, or other utilization of private property by LESSEE is done at its own risk; LESSEE is not an agent of CITY and this Lease is not intended, nor should it be construed, to constitute a public project.
20. FORCE MAJEURE. Should performance of this Lease be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control, then it will immediately terminate without obligation of either party to the other.
21. EVENTS OF DEFAULT AND REMEDIES.
A. Events of Default by LESSEE. These events constitute an “Event of Default” by LESSEE:
i. LESSEE fails or refuses to pay, within ten (10) days of written notice from CITY, any sum required by this Lease to be paid by LESSEE; ii. LESSEE is in default of any other obligations under this Lease and LESSEE has not cured, corrected, or remedied the event within 30 days after written notice from CITY, or if it is not possible to cure or remedy such failure within such 30 day period, within such longer period as is reasonable under the circumstances provided that LESSEE commenced the cure within the 30 day period and diligently prosecutes the cure to completion;
Draft date: ”23/2024
iii'. LESSEE voluntarily files or have involuntarily filed against it any petition under any bankruptcy or insolvency act or law and the same is not dismissed within 60 days;
iv. LES SEE is adjudicated bankrupt;
v. LES SEE makes a general assignment for the benefit of creditors; or vi. another event occurs which is described elsewhere in this Lease as constituting an Event of Default by LESSEE.
B. Remedies of CITY. In the event of any such default CITY may, at its option, take any or all of the following actions:
i. Correct or cause to be corrected said default and charge the 'costs thereof to LESSEE, which LESSEE must pay within 30 days after written demand;
ii. Terminate this Lease by written notice to LESSEE, and obtain all damages permitted by law.
C. Right of CITY in the Event of Termination of Lease. Upon termination of this Lease, CITY may re-enter and repossess the Property and the Development and LESSEE must surrender and deliver the Property and the Development on the Property to CITY immediately upon such termination in good order, condition and repair, except for reasonable wear and tear. Termination of this Lease does not relieve or release LESSEE from any obligation incurred pursuant to this Lease before the date of such termination.
D. Rights and Remedies are Cumulative. These remedies are not exclusive and are cumulative to all other rights and remedies possessed by CITY. The exercise by CITY of one or more such rights or remedies does not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by LES SEE.
22. ALTERATIONS, MECHANICS’ LIENS. Except as provided by this Lease, LESSEE will not make, or cause to be made, any alterations to the property, or any part thereof, without CITY’S prior written consent. LESSEE will keep the property free from any liens arising out of any work performed, material furnished, or obligations incurred by LESSEE.
23. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned, transferred, or sublet by LESSEE, court order, or through any other means without the written consent of CITY as approved by its City Council. Any such purported transfer without City approval will be null and void.
24. HOLDOVER. If LESSEE holds possession of the Premises after the initial term, or any option, expires, with CITY’S written consent, LESSEE will become a tenant from
Draft date: 7l23l2024
month-to—month at the fair market rental rate per month. Such tenancy will be subject to all of the terms and conditions of this Lease.
25. INDEMNIFICATION.
A. LESSEE indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Lease, or its performance, except for such loss or damage arising from CITY’S sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Lease, or its performance, pursuant to this Lease, LESSEE will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’S officers, officials, employees, agents, representatives, and volunteers.
C. LESSEE expressly agrees that this hold harmless and indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Lease.
E. The requirements as to the types and limits of insurance coverage to be maintained by LESSEE as required by Section 26 below, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LES SEE pursuant to this Lease, including but not limited to the provisions concerning indemnification.
26. INSURANCE. LESSEE must procure and maintain insurance of the type, for the period, with the coverages and limits, and in accordance with the terms, conditions, and requirements that follow:
A. LESSEE will provide Commercial General Liability, Property Insurance, and Broad Form General Liability insurance that meet or exceed the requirement of ISO Forms GLOOOZ, GL0404 and CAOOOI, Code 1, respectively, in the most current State of California approved forms, in connection with LESSEE's performance in the amount of not less than $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage for each policy coverage.
B. Commercial General Liability, Property Insurance, and Broad Form General Liability policies required in this Lease will be endorsed to name
Draft date: 7(231'2024
CITY, its officials, volunteers, and employees as “additional insureds” under said insurance coverage, to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto, and to state that the policy(ies) will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
C. LESSEE will furnish to CITY a certificate of insurance, in the standard form required by CITY, duly authenticated, evidencing maintenance of the insurance required under this Lease and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current AM. Best Company Rating equivalent to at least a Rating of “A:VII.”
27. COMPLIANCE WITH LAW. LESSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Premises and will faithfully observe in the use of the Premises all applicable laws. The judgment of any court of competent jurisdiction that LESSEE has violated any such ordinance or statute in the use of the Premises will be conclusive of that fact as between CITY and LESSEE.
28. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Lease will not constitute a waiver of any further breach of the same or other term of this Lease.
29. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LESSEE, or a general assignment by LESSEE for the benefit of creditors, or any action taken or offered by LESSEE under any insolvency or bankruptcy action, will constitute a breach of this Lease by LESSEE, and in such event this Lease will automatically cease and terminate.
30. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Lease or by law to be served on or given to either party to this Lease by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to:
LESSEE at:
Bellflower Chamber of Commerce
16730 Bellflower Blvd.
Bellflower, CA 90706
Attn: President
CITY at:
Draft date: 7123/2024
City of Bellflower
16600 Civic Center Drive
Beilflower, CA 90706
Attn: City Manager
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
31. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
32. CITY’S CONSENTS, APPROVALS AND OTHER ACTS. Although CITY is a governmental entity, none of CITY’S consents, approvals or performance of obligations under this Lease constitute consents, approvals or acts in the CITY’s governmental capacity, but constitute consents, approvals and acts by CITY in its proprietary capacity as the landlord under this Lease.
33. MEMORANDUM OF LEASE. Upon the execution of this Lease, LESSEE must execute and acknowledge a memorandum of this Lease in the form of Exhibit “B” and deliver it to CITY.
34. GOVERNING LAW. This Lease has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Lease will be in Los Angeles County.
35. PARTIAL INVALIDITY. Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Lease will remain in effect, unimpaired by the holding.
36. INTEGRATION. This instrument and its attachments constitute the sole agreement between CITY and LESSEE respecting the Premises, the use of the Premises by LESSEE, and the specified term, and correctly sets forth the obligations of CITY and LESSEE. Any Lease or representations respecting the Premises or its licensing by CITY to LESSEE not expressly set forth in this instrument are void. There are three (3) attachments to this Lease.
37. CONSTRUCTION. The language of each part of this Lease will be construed simply and according to its fair meaning, and this Lease will never be construed either for or against either party.
Draft data: 712312024
38. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Lease and to engage in the actions described herein. This Lease may be modified by written amendment. CITY’S city manager, or designee, may execute any such amendment on behalf of CITY.
39. COUNTERPARTS. This Lease may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY: LESSEE:
CITY OF BELLFLOWER, BELLFLOWER CH ER OF COMMERCE,
a municipal corporation a California 501(c)(6) onprofit organization Ryan Smoot,
City Manager
ATTEST:
Mayra Ochiqui,
City Clerk
APPROVED AS TO FORM:
Karl H. Berger,
City Attorney
Draft date: 7f23l2024
EXHIBIT A
PROPERTY DESCRIPTION
Property Address
16730 Bellflower Blvd.
Bellflower, California 90706
Legal Description
PARCEL 1:
THE SOUTH 9 FEET 0F LOT 13 AND ALL OF LOTS 14 AND 15 IN BLOCK 25 OF TRACT NO. 3557, IN THE CITY OF BELLFLOWER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 38 PAGE 69 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER 0F SAID COUNTY.
Assessor’s Parcel Number: 7109-013-800
Page. 10 of 15
Draft date: 7/23/2024
EXHIBIT B
MEMORANDUM OF LEASE
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attn: City Clerk
[Space Above For Recorder’s Use Only]
The undersigned Lessor declares that this Memorandum of Ground Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of , 2024 and is entered into by and between the CITY OF BELLFLOWER, a municipal corporation (“Landlord") and THE BELLF LOWER CHAMBER OF COMMERCE, a California 501(c)(6) nonprofit organization (“Tenant”).
RECITALS
A. Landlord and Tenant executed that certain Lease dated August 1, 2024 (the “Lease”) affecting the land described on Exhibit “A” (the Property).
B. Landlord and Tenant now desire to record this Memorandum in order to, among other things, comply with law requiring that municipal leases be recorded, giving constructive notice of the existence of the Lease.
W
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Lease. Landlord has leased the Property to Tenant, and Tenant has leased the Property from Landlord, upon and subject to the terms and conditions set forth in the Lease. The Lease is hereby incorporated herein by this reference.
2. Term. The term of the Lease commences on the date of the Lease and expires on the earliest of (i) the date that is two (2) years after the “Commencement Date” as such
Draft date: Tl23l2024
capitalized term is defined in Section 3 of the Lease; (ii) the date that is three (3) years after the “Commencement Date” if the Tenant requests and the Landlord consents to the lease term extension under Section 3 of the Lease; or (iii) termination of the Lease under Section 16 of the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date and year first above written.
LANDLORD: CITY OF BELLFLOWER,
a municipal corporation
By:
Ryan Smoot, City Manager
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
TENANT: THE BELLFLOWER CHAMBER OF
COMMERCE, a California 501(c)(6)
nonprofit organization
ray/Jr J
Jefififh, President
Draft date: 71232024
ACKNOWLEDGMENT
State of California )
County of )
)
On before me.
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same In his/herltheir authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted. executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seat.
Signature (Seal)
Signature of Notary Public
Draft data: 712312024
ACKNOWLEDGMENT
State of California )
County of )
)
On before me.
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies). and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Signature of Notary Public
Draft date: 7/2312024
EXHIBIT “A” TO
MEMORANDUM OF GROUND LEASE
PROPERTY DESCRIPTION
16730 Bellflower Blvd.
Bellflower, California 90706
Legal Description
PARCEL 1:
THE SOUTH 9 FEET OF LOT 13 AND ALL OF LOTS 14 AND 15 IN BLOCK 25 0F TRACT NO. 3557, IN THE CITY OF BELLFLOWER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 38 PAGE 69 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Assessor’s Parcel Number: 7109-01 3-800
Draft date: 7.23.2924
MEMORANDUM OF UNDERSTANDING FOR
FUNDING SUPPORT FOR THE NEW BUSINESS WELCOMING PROGRAM
BETWEEN
CITY OF BELLFLOWER AND
BELLFLOWER CHAMBER OF COMMERCE
THIS AGREEMENT is made and executed this 15‘ day of August, 2024, between the CITY OF BELLFLOWER, a municipal corporation and general law city ("City") and BELLFLOWER CHAMBER OF COMMERCE, a California 501(c)(6) nonprofit organization (“Chamber"). The Parties agree as follows:
1. RECITALS. This Agreement is made with reference to the following facts and objectives:
A. Chamber was originally established in 1921 and has operated in various forms throughout the years;
B. Chamber exists to promote a good public image and support the growth of Bellflower businesses. Its serves as a liaison between businesses and the community, in an effort to make the Bellflower community a better place to live and earn a living;
C. Chamber funding is made possible by fees from member businesses and various fund raising efforts;
D. City has historically supported the activities of Chamber in various ways; E. City believes it is in the public interest to assist in formulating the Bellflower New Business Welcome Program ("Program") to financially assist the Chamber and promote new Bellflower businesses. Such a Program will help promote the Chamber and the City, and assist with business and community activities. events and support. Additionally, such Programs have led to increased participation and support within the Chamber;
F. Both Parties believe it is in the public interest to enter into this Memorandum of Understanding to cultivate a partnership that results in strengthening the Bellflower business community and provides needed resources for new businesses.
2. CHAMBER’S RESPONSIBILITIES. Chamber agrees to do the following:
A. Submit monthly reimbursement requests in a form provided by the Director (Exhibit "A"), that demonstrate the requested membership reimbursement meets the requirements of the Program.
B. Plan and conduct a Grand Opening/Ribbon Cutting ceremony for each new business that meets the requirements of the Program and for which Chamber includes in a reimbursement request pursuant to the Program; C. Chamber must annually meet the following criteria:
1) Provide City with an Annual Report (Exhibit "B") in a form provided by the Director of Economic Development ("Director”).
2) Not have any outstanding financial obligations or debts of any kind to City including, without limitation, outstanding licensing or permitting fees and administrative citation fines.
3) Demonstrate that it is in good standing with all applicable state and federal agencies, including City. Evidence of “good standing" includes, without limitation, lack of any condition, conduct or circumstances that would violate the Bellflower Municipal Code or any duly adopted resolution or ordinance.
4) Provide proof of ongoing nonprofit, tax-exempt status under Internal Revenue Code § 501(c)(6).
3. CITY OF BELLFLOWER’S RESPONSIBILITIES. City agrees to do the following:
A. Provide Program funding in City’s Fiscal Year 2023—2024 and 2024-2025 Operating Budget:
B. Monthly, or as close as feasibly possible, pay Chamber for memberships for qualified new business establishments for not more than a maximum one-time amount of $220 for one year of Chamber membership. The reimbursement amount up to a maximum of $220 is based on each business’s number of employees pursuant to the Chamber's Annual Membership Cost schedule.
4. RESTRICTIONS ON FUNDS. Funds issued pursuant to this Memorandum of Understanding must be used to host new business ribbon cutting ceremonies, business and community Chamber of Commerce events, activities and support.
5. RELATIONSHIP. The relationship of City and Chamber is that of independent contractor. Neither Party will be considered the agent or employee of the other. Neither will exercise control or direction over the other while performing their respective obligations under this Agreement. Neither party intends to create a partnership or joint venture by entering into this Agreement.
6. TERM. Except as provided in Section 7, the term of this Agreement will be for two years from its effective date ("Initial Term”). Not less than 30 days before the end of the Initial Term, City’s City Manager will evaluate Chamber's performance under this Agreement based upon reasonable criteria that City may use to evaluate performance.
If the City Manager determines, in his or her sole discretion. this Agreement should continue, the Parties agree that the Agreement will renew on its anniversary date for a subsequent two-year term unless either Party gives written notice to the other of its intent to terminate. This Agreement may be subsequently renewed upon the same basis.
7. TERMINATION.
A. As stated above, either Party may terminate this Agreement at any time with or without cause, upon written or verbal notification. Termination will be effective 30 days after notification.
B. By executing this document, the Parties waive any and all claims for damages that might othen/vise arise from early termination under this Section.
8. ASSIGNMENT. Neither party may assign this Agreement or any interest therein.
9. INDEMNIFICATION.
A. Each Party holds the other harmless and free from any and all iiability arising out of this Agreement, or its performance. Each Party is responsible for its own legal defense and costs arising from its own negligent or willful actions.
B. The Parties expressly agree that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is
agreed that the balance will, notwithstanding, continue in full legal force and effect.
C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
10. NOTICES. Except as otherwise expressly provided bylaw, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to Chamber at:
Attention: President
Bellflower Chamber of Commerce
16730 Bellflower Blvd.
Bellflower, CA 90706
or to CITY OF BELLFLOWER at:
Attention: Director of Economic Development
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
1 1 . PARTIES' REPRESENTATIVES.
A. City Manager, or designee, will administer this Agreement. The City Manager has the ability to act and make all decisions or determinations necessary to facilitate performance pursuant to this Agreement. All such actions by the City Manager, or designee, are binding and final.
B. Chamber's President, or designee, has authority to administer this
Agreement. The President will have the ability to act and make all decisions or determinations necessary to facilitate performance pursuant to this Agreement.
12.ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement, and any amendment. may be executed with electronic signatures in accordance with Government Code of the State of California §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.
13. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
14. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competentjurisdiction to be either invalid or unenforceable. the remaining provisions will remain in effect, unimpaired by the holding.
15. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and Chamber respecting the matters set forth above and correctly sets forth the obligations of City and Chamber. Any agreement or representations respecting the issues in this Agreement not expressly set forth in this instrument are void.
16.CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
17.AUTHORITYIMODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City’s City Manager, or designee, may execute any such amendment on behalf of City.
18.COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF BELLFLOWER, BELLFLOWER CHAMBER OF
a municipal corporation and general COMMERCE,
law city. a California nonpr t corporation.
Ryan Smoot. City Manager U’eVrffifh/ President
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger. City Attorney