1 TO: City Council
FROM: Joe Hoefgen, Interim City Manager
PREPARED BY: Lina Hernandez, Senior Management Analyst
MEETING DATE: January 16, 2024
SUBJECT: Approval of License Agreement with the Lomita Chamber of Commerce to Use Office Space in the City Council Chamber Annex
RECOMMENDATION
Authorize the Interim City Manager to sign a license agreement with the Lomita Chamber of Commerce to use a desk space in the newly converted Council Chamber Annex.
BACKGROUND
The city recently converted the Emergency Operations Center (EOC) on the second floor of City Hall and the annex room off the City Council Chambers into usable desk/work and meeting space. The EOC will provide four additional desk spaces for city staff while the Chamber annex can offer floating desk space as needed and to potentially be used by community organizations or for local dignitaries to hold office hours offer to constituency services, among other possibilities. Currently the annex is used as storage for Lomita Historical Society records and city event supplies.
The Lomita Chamber of Commerce recently sold the building where they were headquartered and have approached the city about rental office/meeting space within City Hall to enable them to host Board and committee meetings and provide essential services to their members, the business community and the wider public.
The Chamber annex has been reconfigured with three desk spaces, a large conference table, and some storage space. Each desk will have an outlet for power and ethernet options. The Chamber has agreed to pay $100 per month plus $10 per month annual increase for one desk space, as indicated on exhibit A of the license agreement. This minimal fee will cover utilities to conduct business at City Hall and custodial services. The Council Chamber audio/visual control room will be locked at all times and off limits.
Staff has also been in communication with the Lomita Historical Society about potentially relocating the historical archives currently stored in the annex room off the Council Chambers to an official location at the house at Teuchert Park to allow for a dedicated Item No. 7m
CITY OF LOMITA
CITY COUNCIL REPORT
2 storage space, meeting space, and room to display and organize items. For the immediate time being, the items will remain in place and proposal will be brought to the City Council for consideration in the future once a plan has materialized.
Should the City Council approve, the Interim City Manager will sign a license agreement with the Lomita Chamber of Commerce to use office space in the City Council Chamber Annex commencing on February 1, 2024 until June 30, 2027 for $100 per month with a $10 per month increase every year. The Chamber of Commerce may occasionally request the use of larger meeting rooms available at City Hall at no additional charge.
FISCAL IMPACT
The Lomita Chamber of Commerce has agreed to $100 per month with an annual $10 increase per month to cover utilities and custodial services. This agreement is intended to support the Lomita Chamber of Commerce in providing important services to the community and local businesses.
ATTACHMENTS
1. Request from the Lomita Chamber of Commerce
2. License Agreement with Exhibit A
Reviewed by: Approved by:
__________
Gary Sugano Joe Hoefgen
Assistant City Manager Interim City Manager
Prepared by:
_________________________
Lina Hernandez
Senior Management Analyst
This rental will enable the Chamber of Commerce to host Board and committee meetings and provide essential services to our members, the business community, and the wider public.
Benefits to the City
• Economic Growth: A stronger Chamber means more support for local businesses, potentially attracting new entrepreneurs and investors to our city. • Community Development: Increased networking opportunities and educational events contribute to a more informed and connected business community, promoting collaboration and growth.
• Visibility and Recognition: By housing the Chamber in a city-owned space, the municipality showcases its commitment to fostering business success and community development.
Proposed Arrangement
In consideration of the mutually beneficial partnership between the Lomita Chamber of Commerce and the city, we propose a monthly rental fee of $100/month for the office and meeting space. In addition to financial compensation, I've reflected the Chamber programs and events that I see as having a direct benefit to the City, such as:
• State of the City Event: Planning, production and marketing this City/Chamber event including vendor management, engaging our business community, school participation and interfacing with invited elected officials. • Lemonade Day Program: Planning, production, marketing and recruiting for this City-supported youth entrepreneur program including outreach to families and youth to enroll, leading Lemon U classes, working with local businesses to host lemonade stand locations, parent-family communications and mentorship, Lemmy awards recognizing youth achievements, City-wide marketing and promotion, school participation, interfacing with invited elected officials, representing Lemonade Day Lomita at the National level.
• Health For All Ages Event: Planning, production and marketing this free annual community event hosted by the Chamber and held at City Hall including recruiting high-quality health and wellness businesses/vendors, engagement with local dance/martial arts schools, collaboration with local hospitals and medical care providers, City-wide marketing and promotion.
• Business Office Hours: Providing referrals, educational information and resources to the business community on business-related initiatives to support growth and sustainability.
Attachment No. 1
65265.00300\41883551.3
LICENSE AGREEMENT FOR USE OF
COUNCIL CHAMBER ANNEX
This License Agreement (“Agreement”) is dated, for reference purposes only, as of January 16, 2024, by and between CITY OF LOMITA, a California municipal corporation (hereinafter “Licensor”), and the Lomita Chamber of Commerce (hereinafter “Licensee”). Sometimes hereinafter, Licensor and Licensee may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
1.1 Property. Licensor is the owner of that certain real property commonly known as Lomita City Hall which is located at 24300 Narbonne Avenue, Lomita CA 90717 (hereinafter “Property”).
1.2 Purpose of Agreement. Licensee desires to use a portion of the Property in consideration of the mutual promises herein contained, for the purpose of using office space for the operations of Licensee, and for no other purpose, and Licensor wishes to grant Licensee a license for such use, under the terms and conditions set forth herein.
TERMS
1. Description of Property. Licensor hereby grants to Licensee a nonexclusive license to enter upon and use the following described premises located within the Property (hereinafter “License Area”), on the terms and conditions herein contained:
One (1) desk space located in the formerly known “Historical Room” including use of the public restrooms in the lobby of the Property, each as assigned and approved by Licensor and depicted on Exhibit A, attached hereto.
Licensee shall have the right to use the License Area during those times set forth by the Licensor pursuant to a Licensor facility use schedule (“Approved Schedule”) during the term of this Agreement for the purpose set forth in Section 1.2. No other use shall be made of the License Area without prior written approval of Licensor or its designee.
2. Term. Unless sooner terminated, the initial term of this Agreement shall commence on February 1, 2024 and continue until June 30, 2027.
3. Consideration. In consideration of the license of use of the License Area, Licensor and Licensee hereby covenant and promise the following:
3.1. License and Right of Use. Licensor hereby grants to Licensee a nonexclusive license to use the License Area for the operations of Licensee, which is scheduled generally Monday through Friday from 7:30 a.m. to 5:30 p.m., except on alternating Fridays from 8:00 to 5:00 p.m.
Attachment No. 2
65265.00300\41883551.3
3.2. License Fee. As express consideration for Licensee’s use of the License Area, Licensee shall pay, on the first day of each month, without offset or demand the amount of $100.00 (“License Fee”). The License Fee shall increase in accordance with the following schedule:
License Period Monthly License Fee
January 1, 2025 – December 31, 2025 $110.00
January 1, 2026 – December 31, 2026 $120.00
January 1, 2027 – June 30, 2027 $130.00
4. Modification of Property.
4.1. Licensee shall not have the right to make modifications to the License Area.
4.2. Upon termination of this Agreement, Licensee shall restore the License Area to the condition it existed in immediately prior to commencement of this Agreement.
Licensor shall inspect the License Area within three (3) days of the termination date of this Agreement to determine whether Licensee has complied with this obligation. Licensor reserves the right to require Licensee to take necessary measures to ensure the License Area is restored to the condition it existed in immediately prior to the commencement date of this Agreement.
5. Personnel. Licensee shall, at its sole cost and expense, provide all personnel needed in conjunction with use of the License Area.
6. Access to Premises and Termination. Licensee shall, at all times, keep clear of all other areas of the Property unless approval to do so has been given by Licensor or its designee. Violations of Agreement terms will result in termination of Licensee’s right to use the License Area.
7. Maintenance and Repair.
7.1 Licensee shall, at its sole cost and expense and to the satisfaction of Licensor, keep the License Area clean and neat in appearance at all times during this Agreement and shall, on a daily basis, keep the License Area free and clear of trash and debris generated by it, its agents, employees and representatives.
7.2 Licensee shall be responsible for the adequate supervision and use of all equipment and furniture provided by Licensor, and will be responsible to immediately report all maintenance and repair issues of Licensor owned furniture, equipment and structure to Licensor.
7.3 Licensee shall, at its sole cost and expense, repair or replace any personal property and fixtures damaged or destroyed by reason of use of the License Area by Licensee, its agents, representatives or employees. Licensee shall also, at its sole cost and expense, repair any real property damaged by reason of use of the License Area by the Licensee, its agents, representatives, and employees. Within three (3) days of the termination date of this Agreement, 65265.00300\41883551.3
Licensor or its designee shall inspect the License Area to determine the nature and extent of damage or destruction subject to repair or replacement pursuant to this paragraph. Licensor, at its sole cost, may elect to receive monetary compensation in lieu of repair or replacement, provided that Licensor and Licensee shall mutually agree, in good faith, upon such monetary compensation.
7.4 Licensor agrees to be responsible for all regular maintenance and repairs to Licensor owned furniture and equipment listed in Exhibit A.
7.5 Licensor agrees to furnish waste collection service, and water/sewer service to the License Area.
7.6 Licensor agrees to respond in a timely manner to all urgent and emergency situations not covered under this Agreement.
8. Insurance. Licensee shall take out and maintain: A. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/$2,000,000 general aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C. Workers’ Compensation Insurance in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D. Professional Liability (Errors and Omissions) Insurance, if required by Licensor, that covers the Services to be performed, in the minimum amount of $1,000,000 per claim and in the aggregate, with conditions and for a term acceptable to Licensor. Insurance carriers shall be licensed and authorized to do business in California. Such insurance carrier shall have not less than an "A:VII" rating according to the latest Best Key Rating unless otherwise approved by Licensor. Licensee shall add Licensor, its officers, officials, employees, agents, and volunteers as additional insureds on Licensee’s Commercial General Liability and Automobile Liability. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against Licensor, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Licensee or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
Coverage provided by Licensee shall be primary and any insurance or self-insurance procured or maintained by Licensor shall not be required to contribute with it.
9. Indemnification.
9.1 From and after the Effective Date, Licensee, and its officers, jointly and severally, shall indemnify, defend and hold Licensor harmless, including its elected officials, officers, members, agents, servants, employees, agents, successors, and assigns from and against all Damages (as defined below) sustained or incurred by any of them resulting from or arising out of or by virtue of (i) any inaccuracy in or breach of any representation, warranty, or agreement made by Licensee in this Agreement, (ii) any injury to persons or property, including the License Area, or wrongful death occurring on the License Area, or (iii) any matter growing out of or connected with Licensee’s use and occupation of, or the condition of, the License Area.
9.2 For purposes hereof, the term “Damages” means all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, 65265.00300\41883551.3
assessments, levies, losses, fines, penalties, damages, costs and expenses, including, reasonable attorneys’ fees and costs.
10. Assignment or Transfer. This Agreement and the license granted herein are personal to Licensee. Licensee shall not assign or transfer, whether voluntarily or involuntarily, this Agreement in whole or in part, or permit any other person or entity to use the rights or privileges hereby created, without prior written consent of Licensor. Licensor may withhold its consent for any reason. Any attempted act in violation of this section shall be null and void and give Licensor the right to immediately revoke and terminate this Agreement.
11. Subordinate Rights. This Agreement is subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, claims, and other matters of title (hereinafter referred to as “Title Exceptions”) which may affect the License Area now or hereafter, and the words “grant” or “convey” as used herein shall not be construed as a covenant against the existence of any such Title Exceptions.
12. Access to Adjacent Premises. Neither Licensee nor its agents shall interfere with the activities of Licensor in relation to its operation of the Property. Licensee shall provide Licensor with free access over and across the License Area to any adjoining facilities owned and operated by Licensor.
13. Responsible Officers. Prior to the start of the season each year, Licensee shall submit a list of responsible officers to Licensor, along with the officers’ addresses and telephone numbers. Licensee shall also submit such information within one (1) week after any change of responsible officers.
14. Termination.
14.1 Licensor may terminate this Agreement upon ninety (90) days written notice to Licensee.
14.2 Upon violation by Licensee of any of the terms and conditions contained in this Agreement, Licensor may, at its option, provide Licensee with a written “Notice to Licensee” containing a description of the conditions, activities, or defects which violate this Agreement. If, within thirty (30) days after receiving such written notice, Licensee fails to remedy the violation, Licensor may immediately terminate this Agreement and remove any and all persons from the affected Premises.
14.3 Licensee shall have the right to terminate this Agreement upon six (6) months’ prior written notice or the number of months remaining in the initial term of this Agreement, whichever is less, provided however, in no event shall Licensee be permitted to terminate this Agreement upon less than ninety (90) days’ prior written notice.
15. Compliance with Law. The Parties shall comply with all local, state and federal laws, rules and regulations pertaining to the use and maintenance of the License Area and the Property. Licensee shall comply with all applicable laws and regulations pertaining to background checks, use of volunteers and supervision of youth.
16. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the 65265.00300\41883551.3
provisions hereof shall remain in full force and shall not be affected, impaired, or invalidated thereby.
17. Waiver. The waiver by either Party of the breach of any provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
18. Binding on Successors. This Agreement shall apply to and be binding upon the heirs successors, executors, administrators, and assigns of the Parties hereto.
19. Captions. The various headings contained herein and the grouping of the provisions of this Agreement into separate paragraphs are for the purpose of convenience only, and shall not be considered in interpreting the provisions of this Agreement.
20. Notices. Any and all notices which are required under the terms and conditions of this Agreement or which either Licensor or Licensee desires to serve upon the other, shall be in writing and shall be deemed served when delivered personally, or when deposited in the United States mail, postage prepaid, return receipt requested, addressed as follows:
Licensor:
City of Lomita
24300 Narbonne Ave
Lomita, CA 90717
Licensee
Lomita Chamber of Commerce
25131 Narbonne Avenue #603
Lomita, CA 90717
With a copy to:
Best Best & Krieger
300 South Grand Ave., 25th Floor
Attn: Trevor Rusin
Email: [email protected]
Any notice so given shall be considered served on the other Party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service.
21. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and the Licensee relative to the License Area, and may only be modified by mutual consent of the Parties in writing.
22. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
23. Modification. This Agreement can only be changed, modified, amended, supplemented, or rescinded in a separate writing signed by both Parties. 65265.00300\41883551.3
24. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue of any disputes arising out of this Agreement shall be the Superior Court of the State of California for the County of Los Angeles.
25. Attorney’s Fees. If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing Party will have the right to recover its reasonable attorney’s fees and costs of suit from the other Party.
26. Authority. The persons signing this Agreement hereby warrant that he or she has the authority to bind the Party for which he or she is signing.
27. Electronic Signatures. The Parties hereto hereby agree that electronic signatures are acceptable and shall have the same force and effect as original wet signatures.
28. COVID-19 Protocol. All Licensee staff and volunteers must at all times adhere to any and all Licensor policies related to COVID-19, as may be amended from time to time.
29. Additional Premises Use Restrictions.
29.1 All Licensee staff and volunteers must utilize their space during business hours only.
[SIGNATURES ON THE FOLLOWING PAGE]
65265.00300\41883551.3
SIGNATURE PAGE FOR LICENSE AGREEMENT
BETWEEN THE CITY OF LOMITA
AND LOMITA CHAMBER OF COMMERCE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last set forth below.
CITY OF LOMITA LOMITA CHAMBER OF
COMMERCE
Signature Signature
Name Name
Title Title
Date Date
65265.00300\41883551.3
EXHIBIT “A”
DEPICTION OF LICENSE AREA