Resolution No. 7471I RESOLUTION NO. 7471
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON REPEALING THE GROUND LEASES EXECUTED ON OR
ABOUT OCTOBER 3, 1969, JUNE 5, 1979 AND JUNE 5, 1990
4 AND APPROVING AND AUTHORIZING THE EXECUTION OF A
GROUND LEASE BY AND BETWEEN THE CITY OF VERNON AND
5 KAL KAN FOODS, INC.
6
7 WHEREAS, the City of Vernon owns certain real property
8 located on the west side of Downey Road between Vernon Avenue and 44th
9 Street; and
10 WHEREAS, § 37380(a) of the Government Code of the State of
11 California provides that a city may lease property owned or held or
12 controlled by it or any of its departments for a term not to exceed 55
13 years; and
14 WHEREAS, the City Council of the City of Vernon finds and
15 determines that the real property identified as Area 1, Area 2 and
16 Area 3 on Exhibit "A," which is attached hereto and made a part hereof
17 by reference, is not necessary for immediate use and occupancy by the
18 City of Vernon; and
19 WHEREAS, Kal Kan Foods, Inc. ("Kal Kan") of 3250 44th Street,
20 Vernon, California has expressed an interest and desire to lease the
21 real property (herein identified as Area 1, Area 2 and Area 3 on
22 Exhibit "A") for the purposes of, respectively, (i) landscaping and as
23 an ingress/egress access way, (ii) a parking lot, and (iii) a
24 placement site for a boiler and ancillary equipment; and
25 WHEREAS, the property identified as Area 1 on Exhibit "A" is
26 the subject of a Ground Lease, approved by the City Council of the
27 City of Vernon by minute order on June 5, 1979; and
28 WHEREAS, the property identified as Area 2 on Exhibit "A" is
I the subject of a Ground Lease, approved by the City Council of the
2 City of Vernon by minute order on October 7, 1969; and
3 WHEREAS, the property identified as Area 3 on Exhibit "A" is
4 the subject of a Ground Lease, dated June 5, 1990, which was approved
5 by the City Council of the City of Vernon on June 5, 1990, by
6 Resolution No. 5768; and
7 WHEREAS, Kal Kan and the City of Vernon desire to terminate
8 and replace the existing Ground Lease, dated June 5, 1990, which
9 pertains to Area 3 on Exhibit "A" with a Ground Lease which
10 consolidates the leaseholds for Area 1, Area 2 and Area 3 into one
11 lease; and
12 WHEREAS, Kal Kan has offered to lease the real property
13 herein identified on Exhibit "A" as Area 1, Area 2 and Area 3, for a
14 total of Three Thousand Five Hundred Seventy-two Dollars and Fifty
15 Cents ($3,572.50) per month for a period not to exceed five (5) years;
16 and
17 WHEREAS, the Lease may be terminated on ninety (90) days
18 notice pursuant to Section 10 of the Lease; and
19 WHEREAS, the City of Vernon and Kal Kan wish to enter into a
20 Ground Lease setting forth the terms and conditions for the use of the
21 real property identified as Area 1, Area 2 and Area 3 on Exhibit "A.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
23 CITY OF VERNON AS FOLLOWS:
24 SECTION 1:The City Council of the City of Vernon hereby
25 finds and determines that the recitals contained hereinabove are true
26 and correct.
27 SECTION 2: The City Council of the City of Vernon hereby
2811 repeals the Ground Leases Ofor the areas identified as Area 1 and Area
2 -
2 in the attached Exhibit "A."
SECTION 3: The City Council of the City of Vernon hereby
terminates the existing Kal Kan Ground Lease, dated June 5, 1990, for
the area identified as Area 3 in the attached Exhibit "A."
SECTION 4: The City Council of the City of Vernon hereby
approves the Ground Lease for Area 1, Area 2 and Area 3 of Exhibit
"A," a copy of which has been presented to the City Council
concurrently with this resolution, and the City Council hereby orders
said Ground Lease to be received and filed by the City Clerk.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Ground Lease
for, and on behalf of, the City of Vernon.
SECTION 6: The City Clerk of the City of Vernon,shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 4tn day of January, 2000.
ATTEST•
40
BRUCE V. MALKENHORST, City Clerk
LE,ONIS C. MALBfJRG, Ma r
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7471, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Tuesday,
January 4, 2000, and thereafter was duly signed by the Mayor of the
City of Vernon.
BRUCE V. MALKENHORST, City Clerk
(SEAL)
6
- 4 -
SUPPORTING
DOCUMENTS
EXHIBIT A
EXHIBIT A
4355 DOWNY ROAD
--------------- R0.--- ---------
DOM
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' AREA 1
R=297.94• (4,281 SF
i ARC-209.39
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f li i
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j I t 130•—
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1
1 , too' RIGHT OF WAY OF THE LOS ANGELES
-----1 1 , -----------------
' DEPARMENT OF WATER AND POWER
1 � f
i
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1
1
f
1
1
1
I
1
1
yl
1
I
I
1
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I
I
AREA 2
(22,167 SF)
AREA 3
(9,278 SF)
CITY CLERK'S OFFICE
INTER -DEPARTMENT MEMORANDUM
OFFICE OF THE CITY CLERK
INTEROFFICE MEMORANDUM
DATE: March 1, 2000
R., i7
TO: Kevin Wilson
Director of Community 4
Services & Water
FROM: Gloria J. Orosco
Chief Deputy City
RE: Ground Lease - Kal Kan, Inc.
Dear Kevin•
Attached hereto is the fully executed Ground Lease Agreement
with Kal Kan, Inc. which was approved by the City Council on
January 4, 2000. Please forward said document to Kal Kan and
provide this office with a copy of your transmittal letter.
Thank you.
cc: Agreement File (#00-001)
RECEIVED
MAR 12000
Community Services
CM COUNCIL
DAVID B. BREARLEY
City Attorney
LEONIS C. MALBURG
FAX: (626) 330-5818
Mayor
KEVIN WILSON
THOMAS A. YBARRA
Director of Community Services & Water
Mayor Pro -Tern
FAX: (323) 588-2761
Wm. 'BILL" DAVIS
Councilman
KENNETH j. DeDARIO
Director of Municipal Utilities
H. "LARRY" GONZALES
FAX: (323) 583-1983
Councilman
DAVE TELFORD
W. MICHAEL McCORMICK
Fire Chief
Councilman
FAX: (323) 581-1385
CITY HALL
BRUCE V. MALKENHORST
BRUCE W. OLSON
City Administrator / City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
Police Chief
FAX (323) 581-7924
TELEPHO Eg323�5� �811
FAX: (323) 583-5236
MarcJohn
Glenn
KAL KAN FOODS, INC.
3250 Street
Vernon, CA 90058
Dear Mr. Glenn:
Enclosed for your
records is a duplicate original of the
Ground Lease approved
by the Vernon City,Council by
Resolution
Number 7471 at the meeting
of January 4, 2000.
Very y rs,
uel�e in Wilson,
P.E.
Director of Community Services
& Water
/ps
Enclosure
cc: GJO (letter only)
C:\My Documents\LETTERS\Agreements\KALKAN.doc
DATE: March 1, 2000
TO: Martha Valenzuela
Finance Office Ma ages
'FROM:Gloria J. Oros o
Chief Deputy C erk
RE: Ground Lease - Kal Kan, Inc.
Dear Martha:
The City Council approved a Ground Lease agreement with Kal Kan
Foods, Inc. on January 4, 2000. Both
ttheGrofirstnd and
disa t months
lease payments have been made and the
maximum period of 5 years.
Attached hereto is a copy
of the said Ground Lease agreement for
,your records. Please note that Section 3`addresses the monthly
payments and any CPI adjustments, if required.
cc: K. Wilson
Agreement File (#00-001)
gjo
RECEIVED
MAR 1 2000
Community Services
v.
1 GROUND LEAS
This Ground Lease (hereinafter referred to as the or this
"Lease") is made, entered into and executed in duplicate originals,
either copy of which may be considered and used as the original hereof
for all purposes, as of this `"day of ,
BY AND BETWEEN THE CITY OF VERNON, a
municipal corporation
(hereinafter referred to as
the "Lessor")
4305 Santa Fe Avenue
Vernon, CA 90058
AND KAL KAN FOODS, INC., a
corporation (hereinafter
referred to as the "Lessee")
3250 44th Street.
Vernon, CA 90058
RECITALS
WHEREAS, Lessor owns certain real property located at 4355
Downey Road in the City of Vernon, County of Los Angeles, State of
California, which is situated on the west side of Downey Road between
Vernon Avenue and 44th Street, as shown on Exhibit "A" which is
attached hereto and made a part of the Lease hereof by reference; and
WHEREAS, Lessor wishes to lease to Lessee the real property,
identified as Area l on Exhibit "A,"' which consists of approximately
4,280 square feet, for the purposes of landscaping and as an
ingress/egress access way as shown on Exhibit "A;" and
WHEREAS, Lessor wishes to lease to Lessee the real property,
identified as Area 2 on Exhibit "A," which consists of approximately
22,167 square feet, to be used as a parking lot as,shown on Exhibit
"A.' t and
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WHEREAS, Lessor wishes to lease to Lessee the real property,
identified as Area 3 on Exhibit "A," which consists of approximately
9,278 square feet, for the placement of a boiler and ancillary
equipment as shown on Exhibit "A;" and
WHEREAS, the property identified as Area 1 on Exhibit "A is
the subject of a Ground Lease approved by the City.Council of the City
of Vernon on June 5, 1979, which the parties desire to terminate and
replace with this Lease; and
WHEREAS, the property identified as Area 2 on Exhibit "A" is
the subject of a Ground Lease approved by the City Council of the City
of Vernon on October 7, 1969, which the parties desire to terminate
and replace with this Lease; and
WHEREAS, the property identified as Area 3 on Exhibit "A" is
the subject of a Ground Lease, dated June 5, 1990, which the parties
desiretoterminate and replace with this Lease; and
WHEREAS, Section 37380 of the Government Code'of the State of,
California provides that a city may lease property owned or held or
controlled by it or any of its departments for a term not to exceed 55
years; and
WHEREAS, the City Council of the City of Vernon has found and
determinedthat the described portions of said real property are not
necessary for immediate use and occupancy by the City of Vernon for a
public purpose and may be leased on a short-term basis for uses not
incompatible with the .use to which the property is presently
dedicated; and
WHEREAS, Lessee has expressed an interest and desire to lease
said the real property herein identified for the purposes described
above; and
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u
IR
WHEREAS, the parties hereto desire to jointly provide for the
use of said portions of real property in such a manner as to be
compatible with the City of Vernon's needs and uses of'the property.
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREIN
CONTAINED AND THE MUTUAL BENEFIT TO EACH PARTY, IT IS HEREBY AGREED AS.
FOLLOWS;
SECTION 1: The recitals contained hereinabove are true
and correct and are incorporated herein as though fully set forth at
length.
SECTION 2: The real property shown on the attached
Exhibit "A" and identified as Area 1, Area 2 and Area 3 are hereby
leased to Lessee effective as of the date first stated in the Lease,
to have and to hold for a period not to exceed five (5) years or until
terminated pursuant'to Section 10.
SECTION 3: Lessee shall pay to the Lessor at the time of
acceptance of the Lease the sum of Three Thousand Five Hundred
Seventy-two Dollars and Fifty Cents ($3,572.50) for the month of
,:WANunR-f/ 01000
Neye,►nber-, 1-9-", and shall deposit Three Thousand Five Hundred Seventy-
two Dollars and Fifty Cents ($3,572`.50) for the last 'month of the
Lease. Lessee shall also pay monthly during the term of this Lease,
to Lessor, the sum of Three Thousand Five Hundred Seventy -two -Dollars
and Fifty Cents ($3,572.50) on the first day of each month. This
monthly fee shall be revised annually in accordance with the changes
in the Consumers Price Index (hereinafter referred to as the "Index")
published by the United States Department of Labor, Bureau of Labor
Statistics for Urban Wage Earners and Clerical Workers -Annual Average
- Los Angeles - Anaheim - Riverside Area, California - all items. In
the event said Index as of the anniversary date is higher than said
_3_
I Index for the issuance date, the monthly fee shall be increased
2 effective the anniversary, date by multiplying said renewal fee by a
31 fraction, the numerator of which is the index for the current
4 anniversary date and denominator of which is the Index existing on the
5 issuance date. There shall be no reduction in fees by operation of
6 this provision. If, in the future, said Index shall be changed so
7 that the base year differs from that used as of the date of
8 commencement of the term hereof, it shall be converted in accordance
9 with the conversion factor published by the United States Department
101 of Labor, Bureau of Labor Statistics. in the event said Index is
11` discontinued or revised during the term of the Lease, such other
12 governmental Index or computation with which it is replaced, shall be
13 used in order to obtain substantially the same result that would be
14 obtained if said present Index had not been discontinued or revised.
15 Upon termination, pursuant to Section 10, any prorated amount which is
16 due and payable to Lessee shall be refunded by Lessor when the
17 property has been vacated in proper order.
18 SECTION_4: Lessor leases the real property described and
19 identified as Area 1 in Exhibit "A" to Lessee to use for landscaping
20 and ingress/egress purposes; and leases the real property described
21 and identified as Area.2 in Exhibit "A" to Lessee'to use for parking
22 and maneuvering purposes; and leases the real property described and
23 identified as Area 3 in Exhibit "A" to Lessee for the purposes of the
24 placement of a boiler and ancillary equipment. Any other use of said
25 property by Lessee must receive written approval of the Lessor.
26 SECTION 5 Lessee shall pay for all materials placed upon
27 said property and shall not cause or permit any liens of any kind or
28 nature to be levied against said premises for any work done or
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materials furnished thereon and shall perform all reasonable
maintenance including, but not limited to, repairing the chain -link
fence and posts and removing all weeds and debris.
S-ECTION__6: Lessor, its agents, representatives, and
employees, reserve and shall at any and all times have the right to
enter the premises at all reasonable or necessary times for the
purposes of carrying on business or activities requiring the use of
any or all of the leased -area until such business or activities are
complete.
SECTION 7: Lessee, shall indemnify and hold harmless
Lessor, its officers, agents, and employees, against and from any and
all claims arising from Lessee's use of the premises from any
activity," work or other thing done, permitted or suffered by the
Lessee in or about the premises and shall further indemnify and hold
harmless Lessor, its officers; agents, and employees, against and from
any and all claims arising from any act or negligence of the Lessee or
any officer, agent, employee guest or invitee of the Lessee, and from
and against all costs, attorney's fees, expenses and liabilities
incurred by reason of any such claim or any action or proceedings
brought against Lessor by reason of any such claim. Lessee, upon
notice from Lessor, shall defend the same at Lessee's expense by
counsel reasonably satisfactory to Lessor. Lessee, as a material part
of the considerationto Lessor, hereby assumes all risk of damage to
property or injury to persons in, upon or about the premises, from any
cause other than Lessor's negligence, and Lessee hereby waives all
claims in respect thereof against Lessor.
r 9RCTION_8: Lessee shall faithfully observe and comply
with the rules and regulations of all federal, state or local agencies
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which have jurisdiction over its operations on the real property which
is the subject of this Lease.
SECTION 9: Lessee shall not, either voluntarily or by
operation of law, transfer, mortgage, pledge, hypothecate, or encumber
this Lease or any interest therein, and shall not sublet the said
premiseIs or any part thereof, or any right or privilege appurtenant
thereto, or suffer any other person (employees, agents and servants of
Lessee excepted) to occupy or use the said premises, or any portion
thereof. Lessee shall not assign this Lease without the prior written
consent of the Lessor.
SECTION0: The Lease may be terminated by either party
giving written notice to the other of its intention to _terminate at
least ninety (90) days in advance. The Lease may also be terminated
for breach or for cause by giving ten (10) days notice in writing with
a statement setting forth the breach or cause. Interference with the
Lessor's use of the non -leased portion of'the property for whatever
purpose shall constitute cause for termination. Lessor shall have the
right to enter and take possession of said premises upon the
termination of the Lease, in addition to any other remedy provided by
law or the Lease. Such notice may be given by delivering the same
personally or by mailing the same to the address hereinabove given or
to such address as each may in writing from time to time direct, and
the giving of such notice by mail shall be complete at the time of
mailing. Upon termination of the Lease, Lessee shall leave the
premises clear of all debris, weeds, and equipment and all
appurtenances (chain -link fence and posts) shall be in proper working
condition as determined by the Lessor's Director of community Services
(the "Director") and shall be returned to their original locations.
-6
Failure to restore the property to the reasonable satisfaction of the
Director will result in the Lessor having the necessary work done at
the expense of the Lessee.
SECTION 11: Throughout the term of the Lease, Lessee
shall, at its sole cost, keep or cause to be kept in force, for the
mutual benefit of Lessor and Lessee, insurance policies in the amount`
and proof thereof in accordance with the insurance schedule attached
hereto as Exhibit "B" and made a part hereof by reference.
SECTION 12_: Failure by Lessor to exercise any of the
stipulated rights arising under the Lease shall not be considered a
waiver of any right or condition hereof.
SECTION 13: The Lease contains all of the agreement of the
parties with respect to the tenancy created and cannot be amended or
modified except by a written agreement.
SECTION 14: The parties mutually agree that the Ground
Lease dated June 5, 1990, for the area identified as Area 3 in the
attached Exhibit "A" is hereby terminated and thattheterms and
conditions of Lessee's use of said Area 3 shall henceforth be governed
by this Lease.
S ,, TIQN 15 : The Lease shall not be recorded.
SECTION 16: The Lease shall be construed and interpreted
in accordance with the laws of the State of California.
SECTION _17: Lasses shall not use the premises or permit
anything to be done in or about the premises which will in any way
conflict with any law, statute, ordinance or governmental rule or
regulation now in force or which may hereafter be enacted or
r
promulgated. Lessee shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances and governmental rules,
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regulations or requirements now in force or which may hereafter be in
force and with the requirements of any board of fire insurance
underwriters or similar bodies now or hereafter constituted relating
to or affecting the condition, use or occupancy of the premises. A
judgment of any court of competent jurisdiction or the admission of
Lessee in any action against Lessee whether Lessor be a party ,thereto
or not, that Lessee has violated any law, statute, ordinance or
governmental rule, regulation or requirement, shall be conclusive of
that fact as between the Lessor and Lessee..
SECTION 18' Any notices, demands or other communications
required or desired to be given or made under the terms of the Lease
shall be in writing and personally served, or served by United States
Mail with postage thereon fully prepaid and addressed as follows:
LESSO; THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR/CITY CLERK
4305 SANTA_FE AVENUE
VERNON, CA 90058-0805
LESSEE: KAL KAN FOODS, INC.
ATTN: JOHN GLENN
3250 44th Street
Vernon, CA 90058
Any notice, demand or other communication shall be deemed
given or made on the day personally served, or, if service is by mail;
three (3) days following the date such notice was deposited in the
United States mail with postage thereon fully prepaid.
SECTION 19: This Lease may be executed in counterparts, each
of which so executed shall be deemed an original irrespective of the
1 date of the execution, and said counterparts together shall constitute
2 one and the same instrument.
3
4 CITY OF VERNON
5 By:
6 ONIS C. MALB G, Ma or
7 ATTEST-
8
9 BRUCE V. MALKENHORST, City Clerk
10 APPROVED AS TO FORM:
11
12 EDUARDO OLIVO, City Attorney
KAN FOODS, INC.
13
14
By:
Of
__F Tzll_�� �
15 Name • T_�IL 11
print Name Here
16
Title.
17 ( int Tit a Here)
18
191
Name.
20 (Print Name Here)
21 Title •%A�
(Print Title Here)
22
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Sri »
EXHIBIT A
4555 DOWNEY ROAD
- - - - - - - - - - - - 00WNEY --- RD.---------
7&4e— -
1 1
AREA 1
L (4,281 SF)
RC-209.3 ` a ,
ARC-209.39
/SWOM „*ff 2 ! ,
I
L I 1
AREA 2
(22,167 SF)
1%i 1
NO SC4Xj j j j j
r ,
e
e
AREA 3
13W (9,278 SF)
e,
f 1
loo, R/GNT Of WAY OF THE LOS ANMES
- 1 - - - - - - - , f
II 1 D£RARi EW Of WATER AND POWER
EXHIBIT B
INSURANCE SCHEDULE (Lessee)
The Lessee shall provide proof of insurance, including a standard
certificate of insurance, in at least the following amounts and
coverage (combined single limit permitted):
I.
Hazards
Automobile Liability
Owned Automobiles
Hired Automobiles -
Non -Owned Automob
Workers' Compensatio
T-%- l ....Arc / TA =hi 1 i *%)
.IL. General Liability
Premises Operations
Elevators
(if applicable)
Independent
Contractor
Products — Completed
Operations
Coverage and L mits
Bodily Injury property Damage
Each Person Each Accident Each Accident
$ 500,•000
$ 500,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000 $ 500,000
$1,000,000 $ 500,000
$2,000,000
$1,000,000
$2,000,000
$1,000,000
$2,000,000
$1,000,000
$2,000,000
$1,000,000
a. The general liability policy shall contain the following special
endorsements which shall be noted on or attached to the standard
certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and
employees as insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days -
notice of cancellation or material reduction of coverage.
3. An endorsement providing coverage for all operations under
this Ground Lease.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of
general and umbrella liability coverage shall be furnished in the form
checked below. Certification of the following proofs by the insurance
agent or broker will not be accepted:
X For each policy, a notarized letter from the underwriter or
carrier certifying that the coverage and statements in the
standard certificate of insurance (attached thereto) are true
and correct and that the signature is an officer authorized
to so certify.
A copy of each policy certified by an officer of the
underwriter or carrier and notarized.
EXHIBIT B