HomeMy Public PortalAbout14) 10A Temple City Chamber of CommerceAGENDA
ITEM 10.A.
MANAGEMENT SERVICES DEPARTMENT
DATE:
TO:
FROM:
Aug.6,2019
The Honorable City Council
Bryan Cook, City Manager
MEMORANDUM
By: Brian Haworth, Assistant to the City Manager
Tinny Chan, Management Analyst
SUBJECT:. TEMPLE CITY CHAMBER OF COMMERCE
RECOMMENDATION:
The City Council is requested to:
1. Approve a one-year, $70,000 professional services agreement with the Temple City
Chamber of Commerce for business promotion and public information services;
2. Approve a three-year lease agreement with the Temple City Chamber of Commerce
for office space within the Council Chambers building, effective Oct. 1, 2019 ; and
3. Appropriate $26,400 from the General Fund for necessary building improvements
associated with the aforementioned lease.
BACKGROUND:
1. Since 1970, Council has approved an annual, sole source professional services
agreement with the Chamber of Commerce for business promotion and public
information services . This arrangement, which provides basis for the City's annual
funding of $70,000, now imposes scope-specific performance metrics and
formalizes the Chamber of Commerce's role as an economic development partner.
2. Since 2002, the Chamber of Commerce has operated from a City-owned building
located at 9050 Las Tunas Dr. Current terms include a monthly rent amount of $1
and provisions that hold the Chamber of Commerce responsible for all taxes, utility
charges and insurance policies associated with the building's use.
3. In December 2018, staff was directed to develop reuse options for the public parking
lot at Las Tunas Drive and Sultana Avenue-which also houses the Chamber of
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Aug.6, 2019
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Commerce building. As part of the directive, staff was requested to develop a space-
planning concept that relocates the Chamber of Commerce office to a vacant area
within the City's Council Chambers building on Kauffman Avenue.
4. Site reuse and space planning concepts are now complete. Reuse concepts are
scheduled for Council review on Sept. 3, 2019; a finalized space planning concept is
included with Attachment "B", which presents a proposed Chamber of Commerce
lease agreement for office space within the Council Chambers building.
ANALYSIS:
Analyses associated with the recommended Council actions are provided below.
Services Agreement
The Chamber of Commerce's recommended service agreement for this fiscal year
(Attachment "A") retains the previous year's funding allocation of $70,000 made payable
in 12 monthly installments of $5,833.33. Furthermore, while the scope of work remains
focused on publishing Temple City Life and boosting the organization's visibility on a
regional level, the attached agreement also introduces the following tasks:
• Hosting of a roundtable discussion (by March 31, 2020) between city officials and
the local commercial brokerage and realtor community. Dialogue is to focus on the
state of Temple City's real estate and commercial leasing market, as well as reveal
forecast trends and other items of potential concern;
• Establishment of a mentoring program that matches at least 1 O high school students
with Chamber of Commerce members to provide youth with insight on potential
career options and general business practices;
• Distribution of a questionnaire to Chamber of Commerce members requesting
feedback on issues and concerns impacting Temple City's business community. A
subsequent annual report to Council will identify key trends, concerns and an
implementation strategy for resolution;
• Sponsorship or co-hosting of the following events (at minimum): one business expo,
three educational seminars, and three Chamber of Commerce mixers that are of
interest to and which further promote the Temple City business community;
• Adoption of a strategy that increases Chamber of Commerce membership by 15%
over a two-year period beginning July 1, 2020; and
• Written quarterly reports to Council that document progress made towards
accomplishing each tasks identified in the Chamber of Commerce's contractual
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Aug.6,2019
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scope of work.
The complete recommended scope of work is provided as Exhibit "A" to Attachment "A". If
approved, all compensation, tasks and performance metrics are retroactive to July 1,
2019.
Lease Agreement
Conditioned upon approval of the Chamber of Commerce's new lease agreement, the
organization would relocate its current office to a vacant 536 sq. ft. space within the
Council Chambers building (Attachment "B", Exhibit "B"). This move-supported by
Chamber of Commerce leadership-would improve office appearance, enhance member
support, and appropriately situate operations next to City Hall and in the downtown area.
Key provisions of the proposed three-year lease agreement include:
• A monthly rent amount of $1, consistent with the Chamber of Commerce's current
lease rate at 9050 Las Tunas Dr;
• A monthly fee of $100 for thrice-weekly janitorial services, to be provided under an
existing City janitorial contract for the entire building;
• A monthly fee of $100 for gas, trash, water and electrical utility costs, as separate
meters or accounts do not service the building;
• Subsequent revision of the above monthly fees, based upon comparative cost and
usage benchmarks;
• Non-exclusive use of other building amenities, i.e. lobby, kitchen, storage areas,
restrooms, council chambers and council conference room; and
• Various requirements that hold the Chamber of Commerce responsible for all taxes
and insurance policies associated with operations within the building.
Should Council approve the lease agreement, staff will move forward to complete
necessary building improvements (as identified in the following section) prior to the
lease's effective date of Oct. 1, 2019.
Required Improvements
In order to accommodate the Chamber of Commerce's proposed office relocation, the
following improvements first need to be made within the Council Chambers building:
• Relocation of thousands of planning and permit files from the office area to a newly
purchased off-site storage pod;
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Aug.6, 2019
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• New ADA-compliant exterior lobby doors and the installation of ADA-compliant door
levers serving the office area;
• Two interior office door replacements and the re-keying of all interior office building
doors;
• New exterior signage that identifies the Chamber of Commerce office, done in an
aesthetic that complements the building's mid-century architecture (Attachment "C");
• Installation of reserved parking signs for three stalls along the building's southern
boundary (for use by the Chamber of Commerce during normal business hours);
• Energy-saving LED light bulbs and motion light sensors throughout the building (as
identified in the lease agreement as exclusive and non-exclusive spaces); and
• Purchase and installation of a Ring smart doorbell camera and viewing tablet for
increased security at the building's eastern lobby entrance.
Attachment "D" provides a line item detail of the required improvements and associated
labor costs. A one-time appropriation of $26,400 from the General Fund Reserve is
requested to fund the improvements, which can be completed within four weeks.
CITY STRATEGIC GOAL:
Actions contained in this report align with the City's strategic goals of economic
development, sustainable infrastructure and good governance.
FISCAL IMPACT:
The FY 2019-2020 City Budget contains funding for the $70,000 service agreement
(01-910-42-4231). A one-time appropriation of $26,400 from the General Fund is
requested to complete the aforementioned building improvements would need to be
appropriated.
ATTACHMENTS:
A. Service Agreement
B. Lease Agreement
C. Signage Concept
D. Line Item Detail
ATTACHMENT A
CONSULTANT SERVICES AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
TEMPLE CITY CHAMBER OF COMMERCE
AGREEMENT FOR CONSULT ANT SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
TEMPLE CITY CHAMBER OF COMMERCE
This Agreement for Consultant Services ("Agreement") is entered into as of this day
of , 2019 by and between the City of TEMPLE CITY, a municipal corporation ("City")
and the Temple City Chamber of Commerce, a non-profit organization ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City desires to contract with Consultant for business promotion and public
information services.
B. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Consultant Services Agreement and the City Manager has authority to execute this
Agreement.
C. The Parties desire to f01malize the selection of Consultant for performance of
those services defined and described patiicularly in Section 2 of this Agreement and desire that
the terms of that performance be as patiicularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to
the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to
that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to
Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the
Default provisions of this Agreement and may instead allow Consultant to continue performing
the scope of services until such services are complete.
SECTION 2. SCOPE OF SERVICES.
Consultant agrees to perform the services set fotih in Exhibit "A" "Scope of Services"
and made a pati of this Agreement.
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SECTION 3. ADDITIONAL SERVICES.
Consultant shall not be compensated for any services rendered in cormection with its
performance of this Agreement which are in addition to or outside of those set forth in this
Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are
authorized in advance and in writing by the City Council or City Manager of City. Consultant
shall be compensated for any such additional services in the amounts and in the marmer agreed to
by the City Council or City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in Exhibit "B" "Compensation" and made a part of this
Agreement. The total compensation, including reimbursement for actual expenses, shall not
exceed seventy thousand dollars ($70,000), unless additional compensation is approved in
writing by the City Council or City Manager.
(b) Each month Consultant shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month. The invoice shall detail charges
by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and
sub-consultant contracts. Sub-consultant charges shall be detailed by the following categories:
labor, travel, materials, equipment and supplies. City shall independently review each invoice
submitted by the Consultant to determine whether the work performed and expenses incurred are
in compliance with the provisions of this Agreement. In the event that no charges or expenses
are dispnted, the invoice shall be approved and paid according to the terms set forth in subsection
(c). In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Consultant for correction and resubmission.
( c) Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty-five (45) days of receipt of Consultant's correct and undisputed invoice.
( d) Payment to Consultant for work performed pursuant to this Agreement shall not
be deemed to waive any defects in work performed by Consultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Consultant's work under this Agreement,
either during performance or when completed. City shall reject or finally accept Consultant's
work within sixty (60) days after submitted to City. City shall reject work by a timely written
explanation, otherwise Consultant's work shall be deemed to have been accepted. City's
acceptance shall be conclusive as to such work except with respect to latent defects, fraud and
such gross mistakes as amount to fraud. Acceptance of any of Consultant's work by City shall
not constitute a waiver of any of the provisions of this Agreement including, but not .limited to,
sections 16 and 17, pertaining to indemnification and insurance, respectively.
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SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, rep01is,
data, notes, computer files, files and other documents prepared, developed or discovered by
Consultant in the course of providing any services pursuant to this Agreement shall become the
sole property of City and may be used, reused or otherwise disposed of by City without the
permission of the Consultant. Upon completion, expiration or termination of this Agreement,
Consultant shall turn over to City all such original maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, rep01is, data, notes, computer
files, files or other documents prepared, developed or discovered by Consultant in the course of
providing any services pursuant to this Agreement, Consultant's guarantees and wairnnts related
to Standard of Performance and found in Section 9 of this Agreement shall not extend to such
use of the maps, models, designs, drawings, photographs, studies, surveys, repotts, data, notes,
computer files, files or other documents.
SECTION 7. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or
relating to Consultant's performance of services pursuant to this Agreement. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other
documents or records evidencing or relating to work, services, expenditures and disbursements
charged to City pursuant to this Agreement. Any and all such documents or records shall be
maintained in accordance with generally accepted accounting principles and shall be sufficiently
complete and detailed so as to permit an accurate evaluation of the services provided by
Consultant pursuant to this Agreement. Any and all such documents or records shall be
maintained for three years from the date of execution of this Agreement and to the extent
required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shall be provided directly to the City for inspection, audit and copying when it is
practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Consultant's address indicated for receipt of notices in this
Agreement.
( c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or termination
of Consultant's business, City may, by written request, require that custody of such documents or
records be given to the City and that such documents and records be maintained by the
requesting pmiy. Access to such documents and records shall be granted to City, as well as to its
successors-in-interest and authorized representatives.
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SECTION 8. STATUS OF CONSULTANT.
(a) Consultant is and shall at all times remain a wholly independent contractor and
not an officer, employee or agent of City. Consultant shall have no authority to bind City in any
manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City,
whether by contract or otherwise, unless such authority is expressly conferred under this
AGREEMENT or is otherwise expressly conferred in writing by City.
(b) The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant's exclusive direction and control. Neither City,
nor any elected or appointed boards, officers, officials, employees or agents of City, shall have
control over the conduct of Consultant or any of Consultant's officers, employees, or agents
except as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that Consultant or any of Consultant's officers, employees, or agents are in any manner
officials, officers, employees or agents of City.
( c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such
rights.
SECTION 9. STANDARD OF PERFORMANCE.
Consultant represents and wmTants that it has the qualifications, experience and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent and professional manner. Consultant shall at all times faithfully, competently and to
the best of its ability, experience and talent, perform all services described herein. In meeting its
obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted
standards and practices utilized by persons engaged in providing services similar to those
required of Consultant under this Agreement.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Consultant in the course of
providing any services pursuant to this Agreement, Consultant's guarantees and warranties
related to Standard of Performance shall not extend to such use of the maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS
AND LICENSES.
Consultant shall keep itself informed of and comply with all applicable federal, state and
local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this
Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to
perform the services set forth in this Agreement. Neither City, nor any elected or appointed
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boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a
result of any failure of Consultant to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Consultant that California prevailing wage laws do not
apply to this Agreement because the Agreement does not involve any of the following services
subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Consultant shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or
marital status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should the any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incmTed by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Consultant's performance of services under
this Agreement. Consultant further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Consultant agrees to at
all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests
of City in the performance of this Agreement.
(b) City understands and acknowledges that Consultant is, as of the date of execution
of this Agreement, independently involved in the performance of non-related services for other
governmental agencies and private parties. Consultant is unaware of any stated position of City
relative to such projects. Any future position of City on such projects shall not be considered a
conflict of interest for purposes of this section.
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( c) City understands and acknowledges that Consultant will, perform non-related
services for other governmental agencies and private parties following the completion of the
scope of work under this Agreement. Any such future service shall not be considered a conflict
of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF
INFORMATION.
(a) All information gained or work product produced by Consultant in performance
of this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the City Manager, except as may be required by law.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without
prior written authorization from the City Manager or unless requested by the City Attorney of
City, voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered "voluntary" provided Consultant
gives City notice of such court order or subpoena.
( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant,
provides any information or work product in violation of this Agreement, then City shall have
the right to reimbursement and indemnity from Consultant for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify City should Consultant, its officers, employees,
agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, inte1rngatories, request for admissions or other discove1y
request, court order or subpoena from any party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by law,
Consultant shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all losses,
liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same
are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant,
its officers, agents, employees or sub-consultants ( or any entity or individual that Consultant
shall bear the legal liability thereof) in the performance of professional services under this
Agreement.
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(b) Indemnification for Other than Professional Liability. Other than in the
perfo1mance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any
kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs,
interest, defense costs, and expert witness fees), where the same arise out of, are a consequence
of, or are in any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant is legally liable, including but not
limited to officers, agents, employees or sub-contractors of Consultant.
( c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity Agreements with provisions identical to those set forth here in this section from each
and every sub-contractor or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this Agreement. In the event Consultant fails to obtain such
indemnity obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a waiver of any
rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the
successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or
this section.
( d) Limitation of Indemnification. Notwithstanding any provision of this Section 16
[Indemnification] to the contrary, design professionals are required to defend and indemnify the
City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a
design professional to claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pe1iain to, or relate to the
negligence, recklessness, or willful misconduct of the design professional. The term "design
professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects, registered professional engineers, professional land surveyors, and the business
entities that offer such services in accordance with the applicable provisions of the California
Business and Professions Code.
( e) The provisions of this section do not apply to claims occurring as a result of
City's sole negligence. The provisions of this section shall not release City from liability arising
from gross negligence or willful acts or omissions of City or any and all of its officials,
employees and agents.
SECTION 17. INSURANCE.
Consultant agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this
Agreement. All insurance policies shall be subject to approval by City as to form and content.
These requirements are subject to amendment or waiver if so approved in writing by the City
Manager. Consultant agrees to provide City with copies of required policies upon request.
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SECTION 18. ASSIGNMENT.
The expertise and experience of Consultant are material considerations for this
Agreement. City has an interest in the qualifications of and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In
recognition of that interest, Consultant shall not assign or transfer this Agreement or any pmtion
of this Agreement or the performance of any of Consultant's duties or obligations under this
Agreement without the prior written consent of the City Council. Any attempted assignment
shall be ineffective, null and void, and shall constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including summary termination of this
Agreement. City acknowledges, however, that Consultant, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Consultant. In the event such notice is given,
Consultant shall cease immediately all work in progress.
(b) Consultant may terminate this Agreement for cause at any time upon thi1ty (30)
days written notice of termination to City.
( c) If either Consultant or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this
Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property
belonging exclusively to City which is in Consultant's possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by
Consultant, prepared as set fmth in Section 4 of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 of this Agreement.
SECTION 21. DEFAULT.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice· shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
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City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under Section 20. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a
waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Consultant shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal,
state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes,
and unusually severe weather. The term and price of this Agreement shall be equitably adjusted
for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the work as outlined in the
Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to
facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City:
To Consultant:
City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Temple City Chamber of Commerce
Attn: CEO/President
5938 Kauffman Ave.
Temple City, CA 91780
Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
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SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Consultant to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative, following approval of this Agreement by the City Council. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
Agreement on behalf of the City so long as such actions do not materially change the Agreement
or make a commitment of additional funds of the City. All other changes, modifications, and
amendments shall require the prior approval of the City Council.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
SECTION 28. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by the Consultant and by the City Council. The pmiies agree that this requirement
for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any pmiy of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the pmiies, venue in state trial comis shall
lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
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SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete,
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes all other Agreements or understandings, whether oral or written, or entered into
between Consultant and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any party which are not
embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
ATTEST:
Peggy Kuo
City Clerk
APPROVED AS TO FORM
By: ____________ _
Gregory M. Murphy
City Attorney
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CITY OF TEMPLE CITY
By: __________ _
Bryan Cook
City Manager
CONSULTANT
By:------------By:------------
Its: __________ _ Its: ----------
NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On ____ , __ before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their 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 seal.
Signature: ______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
□
□ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
□ GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(!ES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
Consultant, referred hereafter as "Chamber," shall provide the following services for fiscal year
2019-2020.
CIVIC INITIATIVES
Task I: Temple City Life
Publish the monthly Temple City Life newspaper to inform the public and stimulate discussion.
Newspapers shall be published and distributed in accordance with Government Code 8900 I, Cal.
Code of Regs. 18901, and any other applicable laws and regulations.
Task 2: Business Survey
Craft and distribute a questionnaire to Chamber members requesting feedback on issues and
concerns impacting Temple City's business community. Compile, print and present a semi-
annual report for Council consideration, which identifies key trends, concerns and an
implementation strategy for resolution.
Task 3: Broker and Developer Roundtable
Organize and host a roundtable discussion between city officials and the local commercial
brokerage and realtor community. Dialogue must focus on the state of Temple City's real estate
and commercial leasing market, as well as reveal forecast trends and other items of potential
concern. The roundtable event must be held prior to March 31, 2020.
Task 4: Mentoring Program
Promote and develop the future Temple City business community through a mentoring program
that matches at least IO high school students (interested in a career) with members who will
advise them on a regular basis.
Task 5: As-Needed Services
Assist the City Manager on other civic projects impacting the Temple City business community.
GENERAL & MEMBER SERVICES
Task 6: General Services
Maintain weekday office hours of 10 a.m. to 12 p.m., and 1 p.m. to 5 p.m. (except on holidays).
Field public inquiries and provide business resources and referrals, as needed. Accommodate
requests for c01Tespondence and ce1iifications including delegation letters and ce1iificates of
origin. (Note: Chamber shall be the exclusive provider of delegation letters and certificates of
origin for City.)
Task 7: Member Services
Seek new ideas and innovative ways to promote Chamber members. Lead the following events
or initiatives to provide Chamber members with opportunities for engagement and membership.
Business Expo
Sponsor or co-host at least one business expo with regional partners to provide local
businesses and organizations with opportunities to promote themselves and network with
other local business entities.
Educational Seminars
Host at least three informational seminars or subjects of interest to both Chamber members
and the greater Temple City business community.
Grand Openings
Attend and promote the opening of new businesses ( as needed, based on new business
openings in Temple City).
Networking Events
Host at least three Chamber mixers with increasing focus on pminered or multi-chamber
events that help promote both the Chamber and its business members' profile across the San
Gabriel Valley.
Welcome Packet
Welcome new businesses-and promote current Chamber businesses and organizations-
with the delivery of a welcome packet containing information and promotional items.
Task 8: Membership
Focus business development on emerging trends. In doing so, develop a strategy that increases
membership by 15% and establishes benchmarks between July 1, 2020 and June 30, 2022.
PARTNERSHIPS & VISIBILITY
Task 9: Governmental Affairs
Engage with local and regional governmental entities to input on legislation and policies
favorable to the Temple City business community. Participations shall include the San Gabriel
Valley Legislative Coalition of Chambers, relevant Los Angeles County forums and events, and
regional meetings and programs sponsored by local elected officials.
Task 10: Local Leadership
Continue the Chamber's special leadership role as one of Temple City's pre-eminent non-profit
organizations. Support non-business community events and local organizations-e.g., Blue Star
Banner, Camellia Festival and other organizations-that request Chamber assistance and advice.
Task 11: Regionalism
Leverage the resources of regional non-profit organizations to boost the visibility and needs of
the Chamber and its members. Participations shall include the San Gabriel Valley Economic
Pattnership, regional business organizations, Valley Association of Chamber Executives, and at
the events of other San Gabriel Valley chambers of commerce.
OTHER
Task 12: Reporting
Submit a written qumterly report on progress made toward accomplishing each task identified in
this Scope of Service. The report shall be submitted to the City Manager, who then will schedule
it for formal Council review during the months of November, February, May and August.
EXHIBIT "B"
COMPENSATION
Consultant shall be paid $5,833.33 at the beginning of each month of the term of this agreement.
The City will compensate Consultant for the Services performed upon submission of a valid
invoice. Each invoice is to include:
Line items for all personnel describing the work performed, the number of hours worked, and
the hourly rate.
Line items for all supplies properly charged to the Services.
Line items for all travel properly charged to the Services.
Line items for all equipment properly charged to the Services.
Line items for all materials properly charged to the Services.
Line items for all subcontractor labor, supplies, equipment, materials, and travel properly
charged to the Services.
The total compensation for the Services shall not exceed $70,000 as provided in Section 4 of this
Agreement.
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Consultant shall provide and maintain insurance,
acceptable to the City Manager or City Counsel, in full force and effect tlu·oughout the term of
this Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VII. Consultant shall provide the following scope and limits of
insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(I) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent forms subject to the written approval of the City.
(3) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and covering all persons providing
services on behalf of the Consultant and all risks to such persons under this Agreement.
(4) Professional liability insurance appropriate to the Consultant's
profession. This coverage may be written on a "claims made" basis, and must include coverage
for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to claims based upon, arising out of or related to services performed
under this Agreement. The insurance must be maintained for at least 3 consecutive years
following the completion of Consultant's services or the termination of this Agreement. During
this additional 3-year period,. Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Consultant shall maintain limits of
insurance no less than:
(I) General Liability: $1,000,000 general aggregate for bodily injury,
personal injury and property damage.
(2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage. A combined single limit policy with aggregate limits in an amount of not
less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth
above.
(3) Workers' Compensation and Employer's Liability: Workers'
Compensation as required by the Labor Code of the State of California and Employers Liability
limits of not less than $1,000,000 per accident.
( 4) Professional Liability: $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
I. All Policies. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either
party to this Agreement, reduced in coverage or in limits except after 30 days' prior written
notice by Certified mail, return receipt requested, has been given to City.
2. General Liability and Automobile Liability Coverages.
(I) City, and its respective elected and appointed officers, officials,
and employees and volunteers are to be covered as additional insureds as respects: liability
arising out of activities Consultant performs; products and completed operations of Consultant;
premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or
bonowed by Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Consultant's insurance coverage shall be primary insurance with
respect to City, and its respective elected and appointed, its officers, officials, employees and
volunteers. Any insurance or self insurance maintained by City, and its respective elected and
appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute
with, Consultant's insurance.
(3) Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
( 4) Any failure to comply with the reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation and Employer's Liability Coverage. Unless the
City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of
subrogation against City, and its respective elected and appointed officers, officials, employees
and agents for losses arising from work performed by Consultant.
C. Other Requirements. Consultant agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the
insurance provisions of this contract have been complied with. The City Attorney may require
that Consultant furnish City with copies of original endorsements effecting coverage required by
this Section. The certificates and endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified
copies of all required insurance policies, at any time.
1. Consultant shall furnish certificates and endorsements from each
subcontractor identical to those Consultant provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions
and requirements of this Agreement.
ATTACHMENT B
LEASE AGREEMENT
This LEASE AGREEMENT ("Lease"), dated as of October 1, 2019, is entered into
by and between the CITY OF TEMPLE CITY, a charter law city and municipal corporation
("Landlord"), and the TEMPLE CITY CHAMBER OF COMMERCE, a California 501(c)(6)
nonprofit corporation ("Tenant"), who agree as follows:
RECITALS
A. Landlord is the owner of certain real property ("Property") located in the City
of Temple City, County of Los Angeles, State of California, commonly known as 5938
Kauffman Avenue. A legal description of the Property is set forth in attached Exhibit "A".
B. The Property contains a one-story building, which is the subject of this
Lease. The leased area will consist of approximately 536 square feet of underused office
and storage space, and certain other non-exclusive, common-area spaces within the
building (collectively, "Premises"). The exclusive and non-exclusive areas of the Premises
are depicted in Exhibit "B".
C. Tenant wishes to lease the Premises from Landlord, and Landlord is willing
to lease the Premises to Tenant, all on and subject to the terms and provisions of this
Lease.
TERMS
1. Use of Premises.
a. Purpose of Use. The Premises will be used by Tenant as a Chamber
of Commerce Office and Visitors' Center. This includes receiving visitors to the city of
Temple City, holding meetings related to the purposes for which Tenant is incorporated,
serving as a site for the dissemination of information about the city and its businesses,
allowing business owners and employees in Temple City to interact on the Premises, and
serving as an office for the planning and implementation of these and similar activities.
The Tenant is responsible for securing and receiving Tenant's own mail, and the Landlord
is not responsible for any missing mail.
b. Areas of Exclusive Use. Tenant has exclusive use of certain portions
of Premises, which include approximately 536 sq. ft. in the areas commonly referred to as
the: the front office reception area, the office, the president's office, storage room and the
use of four storage cabinets, to be designated by the Landlord. These areas of exclusive
use are depicted in Exhibit "B".
c. Areas of Non-exclusive Use. Tenant may have non-exclusive use of
certain other common areas in the building, which areas commonly referred to as: the
lobby, hallway containing storage cabinets, back restrooms, lobby restrooms, and kitchen.
These non-exclusive use areas are depicted in Exhibit "B". Use of these non-exclusive
areas must be arranged with Landlord and Tenant acknowledges that its use of the non-
exclusive areas may be restricted or denied by Landlord at any time.
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Tenant acknowledges that it will have limited access to the conference room, community
room and city council chambers, and must follow appropriate city procedures applicable to
members of the public, and apply to reserve such rooms with the Temple City City
Manager's Office, before Tenant may use them for their own events.
d. Tenant Compliance with Reasonable Rules and Regulations. Tenant
acknowledges that Landlord has use priority over the Property and that Landlord has the
exclusive right to issue reasonable rules and regulations regarding the use of the areas
subject to this Lease. When issued, such rules and regulations will be considered part of
this Lease, to be observed and followed by the Tenant. Tenant must follow all rules
established now or in the future by the Landlord (or the Temple City City Manager as
Landlord's designee) regarding the use of the non-exclusive areas, which include but are
not limited to:
i. Securing the non-exclusive areas from entry at all times,
except as otherwise designated by Landlord.
ii. Escorting all visitors of the Tenant within the building.
iii. Keeping the kitchen and appliances in reasonably clean
conditions after their use.
iv. Following procedures set forth by the Landlord for reserving
access to certain areas as referenced above.
e. Designation of Parking. The parties acknowledge and agree that the
building is located adjacent to a public parking lot owned by Landlord but that the parking
lot does not constitute any portion of the Premises leased by Tenant, unless otherwise
provided in this Lease. Landlord agrees to reserve for Tenant's exclusive use (for its
employees and visitors) three parking spaces in the public parking lot area south of the
building, between 10:00 a.m. and 5:00 p.m., Monday through Friday. Landlord will post
notices regarding such designated parking.
f. Utilities Provided. Landlord will furnish water, gas, electricity, and
refuse removal at the Premises. Because the building shares HVAC equipment and
thermostats and the Premises contains a shared thermostat, the parties will limit the
shared thermostat at the Premises to a certain temperature range agreed between the
parties, which will be secured from further changes. Landlord will not provide telephone or
Internet service, which Tenant acknowledges it must provide. Landlord will not be liable
for any failure or interruption of any utility or service, and the failure or interruption of any
utility or service will not entitle Tenant to terminate this Lease or stop making any rental or
other payments due under this Lease.
g. Alterations and Signs. Tenant may not alter, rekey, or improve the
Premises nor may Tenant erect any signs on Premises, unless Tenant and Landlord
agree in writing. As part of this writing, Landlord may require the Tenant to pay for the
cost of any requested alteration, rekeying, improvement, or signage.
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h. Security Obligation of Landlord Limited to Doorbell System. Landlord
will provide security equipment in the form of a Ring doorbell security camera and an iPad
mini, or their equivalents. Tenant has the option to purchase additional data or
subscription services, but Landlord's security obligation is expressly limited to the provision
of this equipment.
2. Term and Termination.
a. Term. The term of this Lease commences on September 1, 2019
and continues for a period of three years and, unless earlier terminated, automatically
expires on August 31, 2022, without the necessity of any notice or other action on
Landlord's part.
b. Extension. This Lease may be extended only upon a written
amendment that is approved and executed by the parties.
c. Termination. This Lease may be terminated by automatic expiration
of the Term, through the default and remedies procedure, or through other termination
rights as provided in this Lease.
3. Consideration.
a. Rent. Tenant agrees to pay total rent, in the amount of $201.00 per
month, to Landlord, which consists of: (i) $1.00 for rent per month; (ii) $100.00 for shared
janitorial services each month; and (iii) $100.00 for shared utility services (not including
telephone or Internet service) as outlined above. The total rent may be adjusted during
the Term according to subsection c, below.
b. Payment. Rent is to be paid in advance by check or wire transfer.
The first rental payment will be the full amount of monthly rent, which must be received by
Landlord before Tenant may have access to the Premises. All subsequent installments
are due and payable on the first day of each succeeding monthly during the term of this
Lease. The parties agree that if the term commences on a day other than the first day of
the month, then the prorated amount will be calculated by dividing the remaining number
of days by 30, and multiplied by the amount of the monthly rent. This prorated amount will
be applied after Tenant's first payment of the full amount of the monthly rent.
c. Landlord's right to adjust rent. After the first year of the
commencement date of this Lease, Landlord may increase the rental amount to account
for increases in janitorial service or utility service, above the amounts charged or billed to
the Landlord in the month before the execution of this Lease, or above the average of the
charges for the past 12 months, for such service, whichever increased amount is higher.
Such rental adjustment will be effective upon notice Tenant of such increases.
d. Late charges. If any of the rent is not received by the Landlord within
15 days after the first day, Landlord may charge $20 as a late charge. Landlord and
Tenant agree that this charge represents a fair and reasonable estimate of the costs
Landlord may incur by reason of Tenant's late payment. Any late charge must be paid with
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the current installment of rent. Landlord's acceptance of any late charge will not be a
waiver as to any default of Tenant. Landlord's right to collect a late charge will not be
deemed an extension of the date rent is due or prevent Landlord from exercising any other
rights and remedies under this Lease or as provided by law.
4. Maintenance and Janitorial Services. Landlord will provide maintenance of,
and janitorial services for, the Premises and the building. Landlord will provide general
maintenance for the non-exclusive areas at Landlord's cost, but the cost of maintenance
for Tenant's exclusive areas will be at Tenant's cost as set forth in Section 3. Janitorial
services to the Premises will be provided at regular service intervals, approximately
three times per week. Tenant agrees that Tenant is solely responsible for the security,
protection and insuring of its equipment, materials and other property, and that of its
employees, servants, invitees, and contractors, located on or about the Premises.
Tenant may not use other maintenance or janitorial service providers without Landlord's
consent. Tenant agrees that Landlord will have no liability of any kind or nature
respecting any loss or theft of, or damage to, any such equipment, materials or other
property.
5. AS-IS" Lease. Tenant acknowledges that it has inspected the Premises
and Tenant warrants and agrees that it is thoroughly familiar with the Premises and all
aspects thereof, including, without limitation, the physical condition of the Premises, the
zoning of the Premises and all other restrictions and limitations applicable to the
Premises (whether or not of public record). Tenant acknowledges and agrees that the
Premises are satisfactory to Tenant in all respects. Tenant agrees that neither
Landlord nor anyone acting on Landlord's behalf has made any representation or
warranty of any kind or nature whatsoever respecting the condition of the
Premises, their suitability for Tenant's use, or any other matter relating to the
Premises (including, but not limited to, the environmental condition of the
Premises) or this Lease, and Tenant agrees that it is leasing the Premises in their
"AS-IS CONDITION AND WITH ALL FAUL TS".
6. Compliance with Laws. Tenant agrees that the Premises and its use of
the Premises will at all times be in strict compliance with all applicable laws, rules and
regulations of all governmental authorities having jurisdiction, and Tenant, at its sole
cost and expense, agrees to comply with all such laws, rules and regulations.
7. Insurance. Tenant agrees to keep and maintain public liability and
property damage insurance respecting the Premises, naming Landlord as an additional
insured, in form and amounts (not less than $1,000,000 per occurrence) and with
insurers reasonably satisfactory to Landlord. Tenant also agrees to keep and maintain
a policy or policies of fire and extended coverage insurance, with vandalism and
malicious mischief endorsements, in the name of Landlord and with loss payable to
Landlord, to the extent of the full replacement cost of the improvements located on the
Premises and otherwise in form and with insurers reasonably satisfactory to Landlord.
Tenant also agrees to keep and maintain worker's compensation insurance coverages
for its employees in the minimum amounts required by California law. All such
insurance will be primary and not contributing with any insurance which Landlord may
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maintain, and the insurer providing such insurance must agree that such insurance will
not be changed or cancelled except upon at least thirty (30) days prior written notice to
Landlord. Tenant waives any and all rights of recovery against Landlord and its
officials, officers, agents and employees on account of loss or damage occasioned to
Tenant or its property or the property of others under its control, to the extent that such
loss or damage is insured against under the fire and extended coverage policy required
to be kept and maintained by Tenant under this Lease; and Tenant shall cause each
policy required to be kept and maintained by it under this Lease to provide that the
insurer waives all right of recovery by way of subrogation against Landlord in connection
with any damage covered by such policy. Tenant will provide Landlord with copies of
the policies of such insurance or certificates evidencing such insurance upon execution
of this Lease and from time to time thereafter as reasonably requested by Landlord.
8. Indemnification. In addition to, and without limiting, Tenant's other
obligations of indemnity under this Lease, Tenant agrees to indemnify, protect, defend
(by counsel reasonably satisfactory to Landlord) and hold Landlord and its officials,
officers, agents and employees, and each of them, harmless from and against all
claims, losses, liabilities, actions, judgments, costs and expenses (including reasonable
attorneys' fees and costs) which they, or any of them, may suffer or incur arising from or
relating to (a) Tenant's use of the Premises, (b) any negligence, act or omission of
Tenant, its agents, employees, contractors, guests, invitees, or users who are directly or
indirectly given access to the Property or Premises by the Tenant, in or about the
Property or the Premises, or (c) any default by Tenant under this Lease.
9. Taxes. Tenant must pay, as additional rent, before delinquency all real
property taxes and assessments (both general and special) levied or assessed against
the Premises during the term of this Lease. Tenant shall promptly furnish Landlord with
satisfactory evidence that such taxes and assessments have been paid. If any such
taxes and assessments cover any period of time after the expiration of the term of this
Lease, Tenant's share of such taxes and assessments will be equitably prorated to
cover only the period of time within the tax fiscal year this Lease is in effect. Tenant
shall also pay before delinquency all taxes levied or assessed against Tenant's trade
fixtures, equipment and personal property located at the Premises or elsewhere. If
Tenant fails to pay any taxes or assessments required to be paid by it under this Lease,
Landlord, at its option, may pay the same and Tenant agrees to reimburse Landlord
therefor immediately upon demand. Tenant acknowledges that this Lease may create a
possessory interest subject to taxation and that Tenant may be subject to payment of
any and all taxes levied on that possessory interest.
10. Damage and Destruction. If the Premises or any portion thereof are
damaged or destroyed by any casualty (whether or not insured), and the cost of
repairing or restoring the Premises exceeds one month's rent or if the repairs and
restorations would require more than one month to complete once commenced, then
either Landlord or Tenant may cancel this Lease upon the giving of written notice to the
other. Upon any cancellation of this Lease pursuant to the provisions of this Section, all
proceeds of insurance shall be the sole property of Landlord, and Tenant shall have no
right or interest therein.
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11. Sublease or Assignment. Tenant may not sublease or assign this Lease
or sublet or assign the rights to all or any part of the Premises nor permit the occupancy
thereof by any other person or entity without the express written consent of Landlord,
which consent may be withheld in Landlord's sole discretion.
12. Default. The occurrence of any one or more of the following shall
constitute a default by Tenant:
a. Vacation or abandonment of the Premises by Tenant.
b. Default of the services agreement between Landlord and Tenant,
when such default is not cured as required by that agreement. Tenant and Landlord
currently have a service agreement under which Tenant performs services related to
business promotion and advocacy, and assignments and support on identified City
initiatives. Should that service agreement be terminated by either party, Landlord may, at
its sole option and in the exercise of its sole discretion, terminate this Lease prior to the
end of the Term.
c. Failure by Tenant to make payment of rent or any other payments
required to be made by Tenant hereunder as and when due.
d. Failure by Tenant to keep and maintain any of the insurance required
to be kept and maintained by Tenant under this Lease.
e. Suspension of Tenant's active corporate status due to failure to file
required paperwork with the State of California or for any other reason, or loss of Tenant's
tax exempt status due to failure to file required paperwork with the State of California or
United States government or for any other reason.
f. Failure by Tenant to observe or perform any of the covenants or
provisions of this Lease, other than as provided in subsections (b) and (c) above, when
such failure continues for a period of 30 days after written notice of such failure is given by
Landlord to Tenant; provided, that if the nature of Tenant's failure is such that more than
30 days are reasonably required for its cure, then Tenant will not be deemed to be in
default if Tenant commences such cure within said 30 day period and thereafter diligently
prosecutes such cure to completion.
13. Remedies. If Tenant is in default, then, in addition to all other rights and
remedies which Landlord may have at law or in equity, Landlord has the following rights
and remedies which are not exclusive but are cumulative:
a. To the extent permitted by law, Landlord can, with or without
terminating this Lease, reenter the Premises and remove all property and persons
therefrom, and any such property may be removed and stored in a public warehouse or
elsewhere at the cost and for the account of Tenant. If Landlord elects to reenter or shall
take possession of the Premises pursuant to legal proceedings or pursuant to any notice
provided by law, and if Landlord has not elected to terminate this Lease, Landlord may
either recover all rent as it becomes due under this Lease or relet the Premises or any part
6
or parts thereof for such term or terms and upon such provisions as Landlord may deem
advisable and will have the right to make repairs to and alterations of the Premises. No
reentry or taking possession of the Premises by Landlord is to be construed as an election
to terminate this Lease unless a written notice of such intention is given to Tenant by
Landlord. Notwithstanding any reletting without termination by Landlord because of
Tenant's default, Landlord may at any time after such reletting elect to terminate this Lease
because of such default. If Landlord elects to relet the Premises without terminating this
Lease, then rent received by Landlord therefrom will be applied as follows:
i.
rent due from Tenant;
First, to any indebtedness from Tenant to Landlord other than
ii. Second, to all costs and expenses, including, without
limitation, for maintenance, repairs or alterations, incurred by Landlord in connection with
reletting the Premises; and
iii. Third, to the payment of rent due and unpaid under this Lease
and the residue, if any, will be held by Landlord and applied in payment of future rent as
the same may become due and payable under this Lease and to any damages and other
amounts which Landlord is otherwise entitled to under this Lease. Should that portion of
such rent received from such reletting during any month, which is applied to the payment
of rent hereunder, be less than the rent payable hereunder during that month by Tenant,
then Tenant agrees to pay such deficiency to Landlord immediately upon demand. In no
event will Tenant be entitled to any excess rent received by Landlord from such reletting.
b. Notwithstanding any provision to the contrary, Landlord can also
terminate Tenant's right to possession of the Premises at any time. No act by Landlord
other than giving 30 days' written notice to Tenant will be needed before terminating this
Lease under this subsection.
c. Acts of maintenance, efforts to relet the Premises, or the appointment
of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's right to possession. On termination, Landlord has the
right to recover from Tenant:
i. The worth, at the time of the award, of the unpaid rent that had
been earned at the time of termination of this Lease;
ii. The worth, at the time of the award, of the amount by which
the unpaid rent that would have been earned after the date of termination of this Lease
until the time of award exceeds the amount of the loss of rent that Tenant proves could
have been reasonably avoided;
iii. The worth, at the time of the award, of the amount by which
the unpaid rent for the balance of the term after the time of award exceeds the amount of
the loss of rent that Tenant proves could have been reasonably avoided; and
7
iv. Any other amount, and court costs, necessary to compensate
Landlord for all detriment proximately caused by Tenant's default.
v. "The worth, at the time of the award," as used in (i) and (ii) of
this subsection (b), is to be computed by allowing interest at the maximum rate an
individual is permitted by law to charge. "The worth, at the time of the award," as referred
to in (iii) of this subsection (b), is to be computed by discounting the amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus
1%.
d. Landlord can have a receiver appointed to collect rent and conduct
Tenant's business. Neither the filing of a petition for the appointment of a receiver nor the
appointment itself shall constitute an election by Landlord to terminate this Lease.
e. Without waiving the default, Landlord can, at its sole option, pay such
sums and/or take such actions as are necessary in Landlord's reasonable judgment in
order to cure any default, and all sums expended or incurred by Landlord in connection
therewith, together with interest thereon at the maximum rate permitted by law, shall be
paid by Tenant to Landlord immediately on demand.
14. Landlord Entry. Landlord and its authorized representatives shall have the
right upon two business days' written notice to Tenant to enter all portions of the
Premises for any of the following purposes: (a) to determine whether the Premises are
in good condition and whether Tenant is complying with its obligations under this Lease;
(b) to inspect the Premises; (c) in connection with Landlord's design and construction
planning respecting Landlord's future use of the Premises; and (d) to post notices of
nonresponsibility. Notwithstanding the foregoing to the contrary, Landlord and its
authorized representatives shall have the right to enter the Premises at any time, and
without notice to Tenant, where an emergency situation necessitates such entry. No
exercise by Landlord of its rights under this Section shall entitle Tenant to any damages
for any injury or inconvenience occasioned thereby or to any abatement of rent or other
amounts payable under this Lease.
15. Surrender of Premises. Upon the expiration or other termination of the
term of this Lease, Tenant agrees to surrender possession of the Premises, and every
party thereof, to Landlord in good order, condition and repair, ordinary wear and tear
alone excepted. "Ordinary wear and tear" does not include any damage or deterioration
that would have been prevented by good maintenance practice or by Tenant performing
all of its obligations under this Lease.
16. Notices. Except as otherwise provided, all notices required or permitted to
be given under this Lease must be in writing and addressed to the parties at their
respective notice addresses set forth below; provided, that notices to Tenant may also
be effectively given in writing and addressed to Tenant at the Premises address.
Notices must be given by personal delivery (including by commercial delivery service) or
by first-class mail, postage prepaid. Notices will be deemed effectively given, in the
case of personal delivery, upon receipt (or if receipt is refused, upon attempted
8
delivery), and in the case of mailing, three (3) days following deposit into the custody of
the United States Postal Service. The notice addresses of the parties are as follows:
If to Landlord:
If to Tenant:
City of Temple City
9701 Las Tunas Drive
Temple City, California 91780
Attention: City Manager
With a copy to:
Gregory M. Murphy, City Attorney
Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
Los Angeles, California 90071
Temple City Chamber of Commerce
5938 Kauffman Avenue
Temple City, California 91780
Attention: CEO/President
17. Waiver and Release of Benefits. Lessee acknowledges that upon
expiration of the Term, including any extension thereof, or upon termination of any
holdover tenancy (collectively "Expiration of Tenancy"), Lessee might be or become
eligible to receive compensation, reimbursement, assistance, including, but not limited
to, the fair market value of real and personal property, loss of goodwill, loss of profits,
actual and reasonable expenses for moving a business, loss of tangible personal
property as a result of moving the business, expenses incurred in searching for a
replacement site for the business, expenses to reestablish the business at the new site,
"in-lieu payments," and other such benefits ( collectively "Benefits") under the California
Relocation Assistance Act (Government Code §7260, et seq.), Title 25 of the California
Code of Regulations, Article 1, § 19 of the California Constitution, the California Eminent
Domain Law (Code of Civil Procedure §1230.010, et seq.), or other similar local, state,
or federal statute, ordinance, regulation, rule, or decisional law (collectively
"Compensatory Laws"). Lessee further acknowledges that it has received full and fair
compensation of all Benefits Lessee is or might be or might become entitled to recover
from the City of Temple City as a result of, or in any way related to, Expiration of the
Tenancy, City's acquisition of the Premises, and City's occupancy and possession of
the Premises. Therefore, being fully informed of and understanding the
acknowledgments made herein and of Lessee's rights or potential rights to Benefits
under the Compensatory Laws, Lessee hereby expressly and unconditionally waives,
and Releases the City from, any and all rights of Lessee to claim, demand, sue for, or
receive any Benefits which Lessee is or might be or might become entitled to recover
from the City as a result of, or in any way related to, Expiration of the Tenancy, City's
acquisition of the Premises, and City's occupancy and possession of the Premises.
9
18. General.
a. The acceptance by Landlord of any rental or other payments due
hereunder with knowledge of the breach of any of the terms, covenants or provisions of
this Lease by Tenant shall not be construed as a waiver of any such breach. The
acceptance at any time or times by Landlord of any sum less than that which is required to
be paid by Tenant shall, unless Landlord specifically agrees otherwise in writing, be
deemed to have been received only on account of the obligation for which it is paid, and
shall not be deemed an accord and satisfaction notwithstanding any provisions to the
contrary written on any check or contained in any writing transmitting the same.
b. The titles to the sections of this Lease are for convenience of
reference only and are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease. Any exhibits attached to this Lease
are, however, a part of this Lease. This Lease shall be governed by and construed in
accordance with the laws of the State of California, without regard to any otherwise
governing principles of conflicts of law. In construing this Lease, none of the parties to it
shall have any term or provision construed against it solely by reason of its having drafted
the same.
c. Any provision of this Lease that is invalid, illegal or unenforceable
shall be ineffective to the extent of such invalidity, illegality or unenforceability without
invalidating, diminishing or rendering unenforceable the rights and obligations of the
parties under the remaining provisions of this Lease.
d. No term or provision of this Lease may be amended, altered,
modified or waived orally or by a course of conduct, but only by an instrument in writing
signed by a duly authorized officer or representative of the party against which
enforcement of such amendment, alteration, modification or waiver is sought. Any
amendment, alteration, modification or waiver shall be for such period and subject to such
conditions as shall be specified in the written instrument effecting the same. Any waiver
shall be effective only in the specific instance and for the specific purpose for which given.
e. This Lease may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
f. If either party hereto brings an action to enforce the terms hereof or
declare rights hereunder, the action must be filed in a court of competent jurisdiction
closest to Temple City, and the prevailing party in such action, on trial or appeal, shall be
entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court.
g. This Lease and all exhibits attached to it constitutes the entire agree-
ment of the parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements (whether written or oral) with respect to that subject matter.
10
The parties have caused this Lease to be duly executed by their respective duly
authorized officers or representatives as of the date first set forth above.
TEMPLE CITY
CHAMBER OF COMMERCE
[Notary Acknowledgement Required] By:
President
TEMPLE CITY
CHAMBER OF COMMERCE
[Notary Acknowledgement Required] By: _________ _
Attest:
Peggy Kuo
City Clerk
Approved as to Form:
By: ----------
Gregory M. Murphy
City Attorney
11
Secretary
CITY OF TEMPLE CITY
By: ----------
Bryan Cook
City Manager
That building located on the p
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EXHIBIT"B"
(Depiction of the Building, the Premises, and Use Areas)
(Please refer to the following page)
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PREMISES -FLOOR PLAN
Building Address: 5938 Kauffman Ave.,
Temple City, CA 91780
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ATTACHMENT C
CHAMBERS Sign
1 "Stud Mount-Standard to the back
(extra 1 set of 1 /2" stud Mount)
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Material: Stainless Steel
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ATTACHMENT D
CHAMBER OF COMMERCE RELOCATION
COST SCHEDULE
ITEM
· DOORS & KEYS
LIGHT SENSORS & LED BULBS
STORAGE POD
EXTERIOR SIGNAGE
THREE SIGNS FOR PARKING
RING CAMERA & IPAD MINI
LABOR
COST
$11,683.95
$750
$4,500
$3,878.08
$200
$500
$3,619.63
SUBTOTAL: $25,131.66
+ 5% CONTINGENCY $1,256.58
TOTAL: $26,388.124