HomeMy WebLinkAbout01/05/1993, C-6 - AGREEMENT FOR SAN LUIS OBISPO LITTLE THEATRE TO LEASE A PORTION OF THE OLD LIBRARY BUILDINGcity of sat. AS OBI SPO M i oa
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i COUNCIL AGENDA REPORT NUMBER.
FROM: Ken Hampian, Assistant City Administrative Officer
Wayne Peterson, Acting Public Works Director
PREPARED BY: David Elliott, Administrative Analyst' /
SUBJECT: Agreement for San Luis Obispo Little eatre to lease a portion of the
Old Library building
CAO RECOMMENDATIONS:
By motion,
1) approve the agreement with San Luis Obispo Little Theatre for lease of city-owned
property at 888 Morro Street (the Old Library building); and
2) authorize the Mayor to execute the agreement.
DISCUSSION:
At its meeting on November 17, 1992, the Council reviewed a proposal from San Luis
Obispo Little Theatre ( SLOLT) to lease a portion of the Old Library building and authorized
staff to negotiate a lease agreement with SLOLT for future Council approval.
At the November 17 meeting, the Council discussed several possible lease agreement
provisions and reached the following conclusions:
0 The City should not charge SLOLT more than a token rent of $1.00 per year.
o The agreement should not impose financial conditions on SLOLT to ensure construc-
tion of tenant improvements or to provide for relocation expenses should SLOLT have
to vacate the Old Library.
0 If possible without an additional cash outlay, the City should help with construction of
a water lateral to serve a code - required fire sprinkler system.
The agreement with SLOLT incorporates this direction.
FISCAL IMPACT:
The agreement will neither cost nor benefit the City financially. SLOLT must bear the entire
cash cost of required tenant improvements. To install the water lateral, the City will provide
labor and equipment from the streets and water distribution crews, and SLOLT will pay for
materials. Also, SLOLT must pay all pro -rated utilities, taxes and other incidental expenses.
ATTACHMENT:
Agreement for Lease of Property Located at 888 Morro Street
AGREEMENT
FOR LEASE OF PROPERTY AT
888 MORRO STREET
This agreement is made this _ day of . 1993 by and between the
City of San Luis Obispo ( "the City ") and San Luis Obispo Little Theatre, a non-
profit California corporation, ( "SLOLT ").
INTENTIONS
The parties to this agreement recognize and acknowledge the following circum-
stances:
1. The City owns the premises commonly described as the Old Library, located
at 888 Morro Street in the city of San Luis Obispo, California ( "the Old
Library ").
2. While the City uses part of the Old Library for office, meeting and storage
space, the remaining areas of the Old Library are unoccupied and available
for other compatible uses.
3. SLOLT has submitted to the City a proposal to use a portion of the Old
Library for its rehearsals, theater performances and business operations.
4. A highly visible and more convenient location downtown would promote
fundraising for SLOLT's new theater to be built on property leased from the
City at 1010 Nipomo Street.
5. Relocating SLOLT to the Old Library would extend desirable evening activity
into the Civic Center and bring more economic activity downtown.
6. Live non - profit community theater activities in the downtown would benefit
the community at large.
7. SLOLT's theater operations would put the unoccupied areas of the Old
Library to productive use and complement the City operations which would
continue there.
LEASE STIPULATIONS
8. Term of Agreement. The term of this agreement shall commence upon
execution by both parties and expire on December 31, 1998. The term of
this agreement shall be subject to the termination provisions of paragraph
22.
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Agreement for Lease of Property at 888 Morro Street
Page 2
9. Extent and Condition of Premises. SLOLT shall occupy only that portion of
the Old Library shown in Exhibits A and B ( "the Premises "). SLOLT shall
accept the Premises "as is ". This agreement shall not obligate the City to
guarantee the condition of the Premises, the suitability of the Premises for
SLOLT's intended use, the duration that the Premises may be safely occu-
pied, or the availability of alternate facilities. Should any occurrence (such
as fire, earthquake, flood, or the need to repair, improve, or use the Pre-
mises) necessitate closing the Premises or a portion of the Premises to the
public, SLOLT shall have no recourse to the City for any loss incurred.
10. Rent. For use of the Premises, SLOLT shall pay the City a rent fixed at
$1.00 per year for the lease term. If this agreement is extended beyond the
original term, the City may begin assessing a rent closer to market value,
subject to negotiation.
11. Timely Construction of Improvements. In a timely and professional manner,
SLOLT shall complete all improvements required to develop the Premises as
a community performing arts theater. If for reasons other than "acts of
God" SLOLT fails to complete construction and receive an occupancy release
by June 30, 1993, the City may terminate this agreement. Under these
circumstances, at the City's option, either all improvements shall become
the City's property, or SLOLT shall deliver the Premises free and clear of all
improvements at SLOLT's sole expense.
12. Cost of Improvements. SLOLT shall bear the entire cost of required im-
provements, including the cost of relocating any City operations within the
Old Library. The City's sole responsibility for improvements shall be to
provide labor and equipment for construction of a water lateral to serve a
new fire sprinkler system within the Old Library. SLOLT shall pay the cost
of materials for this water lateral.
13. Cost of Operations. SLOLT shall bear the entire cost of its operations on the
Premises, including, but not limited to:
A. paying a portion of water, electricity and natural gas bills prorated
according to square footage occupied; and
B. paying any taxes and fees related to its occupancy of the Premises,
including all possessory interest taxes which may be imposed upon
SLOLT.
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Agreement for Lease of Property at 888 Morro Street
Page 3
14. Maintenance of the Premises. SLOLT shall provide for:
A. janitorial maintenance of the Premises;
B. maintenance of the landscaped areas shown on Exhibit A; and
C. any repairs it deems necessary to the Premises.
15. Restricted Hours of Operation. SLOLT shall not conduct classes, rehearsals
or productions during regular business hours, which are defined as 8:00 a.m.
to 5:00 p.m. Monday through Friday, except holidays observed by the City.
16. Minimum Theater Production Level. SLOLT shall annually produce at least
30 weeks of rehearsals and theater performances. If SLOLT fails to maintain
this level of production, the City may terminate this agreement with 120
days notice.
17. Relationship of Parties. Under this agreement, the City shall be solely and
exclusively a lessor, and SLOLT shall be solely and exclusively a lessee.
SLOLT shall not be considered a partner, agent, officer or employee of the
City. SLOLT's officers, members, affiliates, volunteers, employees and
independent contractors shall not be considered agents, officers or employ-
ees of the City.
18. Sub - leasing. With prior written City consent, SLOLT may sub -lease the
Premises for up to 30 consecutive days to sub - lessors which will promote
the performing arts and the general purposes of this agreement.
19. Assignment. SLOLT shall not assign this agreement to another party
without the City's prior written consent.
20. Indemnification. SLOLT shall defend, indemnify and save harmless the City
and its agents, officers and employees against any and all claims and
demands made because of:
A. any damage, injury or death suffered by any person or corporation and
caused by any negligent act or omission of SLOLT and its agents,
officers and employees under this agreement;
B. any damage caused by any negligent act or omission of SLOLT under
this agreement to any property of the City and its agents, officers and
employees which is in the custody of SLOLT or in proximity to
SLOLT's operations;
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Agreement for Lease of Property at 888 Morro Street
Page 4
C. any damage, injury or death suffered by any agent, officer or em-
ployee of SLOLT under this agreement, except for claims and de-
mands resulting from the negligence or wilful misconduct of the City
and its agents, officers and employees;
D. infringement or alleged infringement of any copyrights or other similar
rights caused by SLOLT under this agreement; and
E. SLOLT's negligent violation of any law, any regulation or any term or
condition of any permit.
SLOLT shall also defend, indemnify and save harmless the City and its
agents, officers and employees against any and all expense of investigating
and defending against such claims and demands, including, but not limited
to, attorney's fees and costs.
21. Insurance. SLOLT shall comply with the insurance requirements for lessees
described in Exhibit C.
22. Termination of Agreement. After December 31, 1995, either party to this
agreement may give written notice to terminate this agreement without
cause effective one year from receipt of the notice. In the event of termina-
tion or expiration, SLOLT shall fully cooperate by relocating its operations
before the termination or expiration date and by not seeking relocation
assistance from the City. By midnight on the termination or expiration date
SLOLT shall remove from the Premises all property in its possession or
custody and shall leave the Premises in a condition as good as when re-
ceived, excepting normal wear and tear. Any property remaining on the Pre-
mises after the termination or expiration date shall be deemed abandoned.
23. Notices. All official notices required under this agreement shall be given in
writing and submitted by certified mail, postage prepaid and addressed as
follows:
To the City: Public Works Director
City of San Luis Obispo
955 Morro Street
San Luis Obispo, CA 93401
To SLOLT: President
San Luis Obispo Little Theatre
P.O. Box 122
San Luis Obispo, CA 93406
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Agreement for Lease of Property at 888 Morro Street
Page 5
24. Enforcement Costs and Attorney's Fees. The prevailing party in any action
between the parties to this agreement brought to enforce the terms of this
agreement may recover from the other party its reasonable costs and
attorney's fees in connection with such an action.
25. Entirety and Integrity of Agreement. This document represents the entire
and integrated agreement between the City and SLOLT. This document
supercedes and negates all prior negotiations, representations, agreements
and amendments, either written or oral, regarding the Premises and opera-
tion of a community performing arts theater on the Premises. This docu-
ment may be amended only by written instrument executed by both the City
and SLOLT. All provisions of this agreement are expressly made conditions.
This agreement shall be governed by the laws of the State of California.
This agreement is executed by the following authorized representatives:
For San Luis Obispo Little Theatre:
President\
date
For the City of San Luis Obispo:
Mayor
date
Attested:
City Clerk
Approved:
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LOWER FLOOR - OLD LIBRARY
BUILDING AREA TO BE OCCUPIED BY SLOLT
LANDSCAPED AREA TO BE MAINTAINED BY SLOLT
EXHIBIT A
UPPER FLOOR - OLD LIBRARY
BUILDING AREA TO BE OCCUPIED BY SLOLT
EXHIBIT B
H
INSURANCE R _UIRE1NffiNTS FOR LESSEES (i AUTO RISKS)
Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the Lessee's operation and use of the leased
premises. The cost of such insurance shall be borne by the Lessee.
Minimum Scope of Irsurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence forts CG 0001).
2. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance
(for lessees with employees).
3. Property insurance against all risks of loss to any tenant improvements or betterments.
Minimum Limits of Insurance
Lessee shall maintain limits no less than:
1. General Liability: 51,000,000 per occurrence for bodily injury, personal injury and property damage.
If Commercial General Liability or other form with a general aggregate limit is used, etcher the general
aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice
the required occurrence limit.
2. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
3. Property Insurance: Full replacement cost with no coinsurance penalty provision.
Deductibles and Self- insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City,
either. the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its
officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The geaeral liability policy is to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects:
liability arising out of premises owned, occupied or used by the Lessee. The coverage shall contain no
special limitations on the scope of protection afforded to the Crary, its officers, official, employers, agents
or volunteers.
2. The Lessee's insurance coverage shall be primary insurance as respects the City, its officers, officials,
em .ployees, agents and volunteers. Any iasunncc or self - insurance maintained by the City, its officers,
officials, employees, agents or volunteers shall be excess of the Lessee's insurance and shall not contribute
With it.
3. Amy failure to comply with reporting or other provisions of the policies including breaches of warranties
shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.
4. The Lessee'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.
5. Each ins»a.^.ce policy required by this clause shall be endorsed . to state that coverage shall not be
suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days'
prior written notice by certified mail, return receipt requested, has been given to the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
Verification of Coverage
Lessee shall furnish the City with a certificate 'of insurance showing maintenagce of the required insurance
coverage. An original endorsement effecting general liability coverage required by this clause is also to be
provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.
All endorsements are to be received and approved by the City before the lease commences. .-
EXHIBIT C
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