14-G TO: ATTENTION: FROM: SUBJECT: Honorable Mayor and Members of the City Council Jeffrey L. Stewart, City Manager Jim DellaLonga, Director of Economic Development Consideration and possible action to authorize the City Manager to execute Amendment No. 1 to Lease Agreement File No. 793 and Parking, in forms approved by the City Attorney, with The Stand Up Club regarding the real property located at 9831 Belmont Street for the use of public parking lots and facilities located within the Bellflower Village Overlay Zone-North, Town Center District Area 1, and the Civic Center. DATE: September 10, 2018 EXECUTIVE SUMMARY On March 12, 2018, the City Council approved Lease Agreement File No. 793 for the lease of 9831 Belmont Street to The Stand Up Club for the development of a comedy theater. On June 17, 2018, the Planning Commission adopted Resolution No. PC 18-08 approving Minor Conditional Use Permit ( MCUP ) Case No. MCU 18-01 and Conditional Use Permit ( CUP ) Case No. CU 18-08, which requires The Stand Up Club to enter into a license agreement with the City and amend its lease with the City to address off-site parking for the development throughout the downtown and Civic Center areas. RECOMMENDATION TO CITY COUNCIL 1) Authorize the City Manager to execute Amendment No. 1 to Lease Agreement File No. 793 and, in forms approved by the City Attorney; or 2) Alternatively, discuss and take other action related to this item. FISCAL IMPACT None Page 1 of 2 - Page 1 of 11 -
Staff Report Amendment No. 1 to Lease Agreement File No. 793 and with The Stand Up Club September 10, 2018 Page 2 of 2 DISCUSSION On March 12, 2018, the City Council approved the lease of 9831 Belmont Street to The Stand Up Club for the development of a comedy theater under Lease Agreement File No. 793. The lease was contingent on The Stand Up Club receiving land-use entitlements. On June 17, 2018, the Planning Commission adopted Resolution No. PC 18-08 approving Minor Conditional Use Permit ( MCUP ) Case No. MCU 18-01 and Conditional Use Permit ( CUP ) Case No. CU 18-08 for the operation of The Stand Up Comedy Theater with a full bar. These approvals, however, are conditioned upon amendments to the Bellflower Municipal Code ( BMC ). Specifically, the BMC must be amended to allow public assembly uses in the TC District to transfer required on-site parking spaces to off-site parking areas subject to a parking agreement (this also requires other text amendments). Additionally, the existing lease must be amended to allow The Stand Up Club to utilize 41 off-site parking spaces within the public parking areas in the Bellflower Village Overlay Zone-North and the Civic Center. Finally, the City Council would need to approve a license agreement which gives limited access to public parking areas within the Bellflower Village Overlay Zone-North and the Civic Center. The legislative amendments are separate Agenda items; the lease amendment and license agreement are part of this Agenda item. ATTACHMENTS Amendment No. 1 to Lease Agreement File No. 793... 3... 4 - Page 2 of 11 -
AMENDMENT NO. 1 TO LEASE AGREEMENT FILE NO. 793 BY AND BETWEEN THE CITY OF BELLFLOWER AND THE STAND UP CLUB THIS AMENDMENT NO. 1 ( Amendment ) is made and entered into this 10th day of September, 2018, by and between the CITY OF BELLFLOWER ( CITY ), and THE STAND UP CLUB, a California corporation ( LESSEE ). SECTION 1. Pursuant to Section 43 of the AFN 793 (the Agreement ), Section 45 is added to read as follows: 45. OFF-SITE PARKING. LESSEE, in order to meet parking requirements for the project as required by Planning Commission Resolution PC 18-08 for Minor Conditional Use Permit Case No. MCU 18-01 and Conditional Use Permit Case No. CU 18-05, and subject to CITY approval of a Parking License Agreement, has limited rights to utilize 41 off-site parking spaces within the public parking areas in the Bellflower Village Overlay Zone-North and the Civic Center. SECTION 2. This Amendment may be executed in any number of counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. SECTION 3. Except as modified by this Amendment, all other terms and conditions of Lease Agreement File No. 793 remain the same. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF BELLFLOWER, a municipal corporation THE STAND UP CLUB, a California corporation Jeffrey L. Stewart City Manager John Giries, CEO ATTEST: Mayra Ochiqui, City Clerk APPROVED AS TO FORM: Karl H. Berger, City Attorney - Page 3 of 11 -
LICENSE AGREEMENT FILE NO. 793.1 BETWEEN THE CITY OF BELLFLOWER AND THE STAND UP CLUB THIS LICENSE is made and executed this 10 th day of September 2018, between the CITY OF BELLFLOWER, a municipal corporation ( City ), and THE STAND UP CLUB, a California corporation ( Stand Up Club ). 1. LICENSE; DESCRIPTION OF PROPERTY. City licenses Stand Up Club to use, on the terms and conditions in this License, the public parking lots and facilities ( Public Parking ) located within the Bellflower Village Overlay Zone North (BVOZ-N), Town Center District Area 1, and the Civic Center for The Stand Up Club development ( Project ) at 9831 Belmont Street ( Property ). The exact location of the Property is depicted on the map attached as Exhibit A, and incorporated by reference. The Public Parking is depicted on the map attached as Exhibit B, and incorporated by reference. City s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the Public Parking solely for meeting parking requirements set forth in Bellflower Municipal Code ( BMC ) 17.63.050(E) and as contemplated by Minor Conditional Use Permit ( MCUP ) Case No. MCU 18-01, and Conditional Use Permit ( CUP ) Case No. CU 18-08 adopted by Planning Commission Resolution No. PC 18-08 on June 17, 2018. 2. USE OF PROPERTY. A. Stand Up Club may utilize the Public Parking for the use of its patrons in order to meet the parking requirement set forth in the BMC. Such use is nonexclusive, i.e., other members of the public may also use the Public Parking for any legal purpose. B. City may change, amend, or terminate Stand Up Club s use of the Public Parking in accordance with this License. 3. CONSIDERATION. In consideration of this License, Stand Up Club agrees to perform the following: A. Abide by the terms and conditions contained in Lease Agreement File No. 793 ( Lease ) entered into by the parties on or about March 12, 2018; B. Any marketing materials generated by The Stand Up Club will include the use of maps or guides showing Downtown Bellflower public parking locations; 4. TERM. This Agreement will become effective September 11, 2018. Unless terminated at least 30 days before the anniversary date of this Agreement, the term will automatically renew on the anniversary date for successive one-year terms. Unless otherwise determined by written amendment between the parties, this Agreement will terminate as stated in Section 5. Page 1 of 8 - Page 4 of 11 -
Page 2 of 8 5. TERMINATION. A. This Agreement will terminate at the same time as revocation of CUP No. 18-05, Lease Term expiration or termination, not including termination as a result of Stand Up Club s exercise of the purchase option contained in the Lease. B. Should Stand Up Club fail to operate the Development in accordance with the Lease and CUP No. 18-08, as determined by the City Manager in the City Manager s sole determination, then the City Manager may terminate this Agreement with five days written notice. Stand Up Club may exercise an opportunity to cure within two days after receiving written notice to avoid termination of this Agreement. C. By executing this document, Stand Up Club waives any and all claims for damages that might otherwise arise from City s termination under this Section. 6. ALTERATIONS. The Stand Up Club will not make, or cause to be made, any alterations to the Public Parking, or any part thereof, without City s prior written consent. 7. SIGNS. The Stand Up Club will not place any sign upon the Public Parking without City s prior written consent. The Stand Up Club will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 8. ASSIGNMENT. Except in connection with a Permitted Transfer (as defined below), The Stand Up Club cannot assign or transfer any interest in this Agreement (collectively or individually, a Transfer ) without the City Council s consent. The Stand Up Club may assign its entire interest under this License to a successor entity/tenant by purchase, merger, consolidation or reorganization, such assignment and sublease, upon confirmation by the City Manager ( Permitted Transfer ). 9. INDEPENDENT CONTRACTOR. City and The Stand Up Club agree that The Stand Up Club will act as an independent contractor and will have control of all work and the manner in which is it performed. The Stand Up Club will be free to contract for similar service to be performed for other employers while under contract with City. The Stand Up Club is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this Agreement that may appear to give City the right to direct The Stand Up Club as to the details of doing the work or to exercise a measure of control over the work means that The Stand Up Club will follow the direction of the City as to end results of the work only. Page 2 of 8 - Page 5 of 11 -
Page 3 of 8 10. INDEMNIFICATION. A. The Stand Up Club will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City s sole negligence or willful misconduct. Should City be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, The Stand Up Club will defend City (at City s request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section City includes City s officers, officials, employees, agents, representatives, and certified volunteers. C. The Stand Up Club expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by The Stand Up Club as required by Section 11 above, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by The Stand Up Club pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 11. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, The Stand Up Club will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits (combined single) Commercial general liability: $2,000,000 Workers compensation Statutory requirement Page 3 of 8 - Page 6 of 11 -
Page 4 of 8 Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as additional insureds under said insurance coverage and to state that such insurance will be deemed primary such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an occurrence, not a claims made, basis and will not be cancelable except upon thirty (30) days prior written notice to City. B. The Stand Up Club will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of A:VII. 12. COMPLIANCE WITH LAW. The Stand Up Club will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Public Parking and will faithfully observe in the use of the Public Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of The Stand Up Club in any action or proceeding against The Stand Up Club, whether City be a party thereto or not, that The Stand Up Club has violated any such ordinance or statute in the use of the Public Parking will be conclusive of that fact as between City and The Stand Up Club 13. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by The Stand Up Club, and in such event said License will automatically cease and terminate. 14. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License. 15. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to The Stand Up Club. 16. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of The Stand Up Club, or a general assignment by The Stand Up Club for the benefit of creditors, or any action taken or offered by The Stand Up Club under any insolvency or bankruptcy action, will constitute a breach of this License by The Stand Up Club, and in such event said License will automatically cease and terminate. Page 4 of 8 - Page 7 of 11 -
Page 5 of 8 17. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: The Stand Up Club at: The Stand Up Club 12035 Burke Street, Suite 11 Santa Fe Springs, CA 90670 Attn: John Giries, CEO City at: City of Bellflower 16600 Civic Center Drive Bellflower, CA 90706 Attn: City Manager Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 18. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 19. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 20. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and The Stand Up Club respecting the Public Parking, the use of the Public Parking by The Stand Up Club, and the specified License term, and correctly sets forth the obligations of City and The Stand Up Club. Any agreement or representations respecting the Public Parking or its licensing by City to The Stand Up Club not expressly set forth in this instrument are void. 21. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. Page 5 of 8 - Page 8 of 11 -
Page 6 of 8 22. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City s City Manager, or designee, may execute any such amendment on behalf of City. 23. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY: CITY OF BELLFLOWER, a municipal corporation DEVELOPER: THE STAND UP CLUB, a California corporation Jeffrey L. Stewart, City Manager John Giries, CEO ATTEST: Mayra Ochiqui, City Clerk APPROVED AS TO FORM: Karl H. Berger, City Attorney Page 6 of 8 - Page 9 of 11 -
Page 7 of 8 EXHIBIT A Property Location 9831 Belmont Street North Not to scale Page 7 of 8 - Page 10 of 11 -
Page 8 of 8 EXHIBIT B Public Parking LEGEND - Public Parking North (not to scale) Page 8 of 8 - Page 11 of 11 -