Resolution No. 90051
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ME
RESOLUTION NO. 9005
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
GROUND LEASE BY AND BETWEEN THE CITY OF VERNON AND
MASTERFOODS USA
WHEREAS, the City of Vernon owns certain real property
located on the west side of Downey Road between Vernon Avenue and 44th
Street; and
WHEREAS, § 37380(a) 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
1years; and
WHEREAS, the City Council of the City of Vernon finds and
determines that the real property identified as Area 1, Area 2 and Area
3 on Exhibit A, which is attached hereto and incorporated herein by
reference (the "Property"), is not necessary for immediate use and
occupancy by the City of Vernon; and
WHEREAS, Masterfoods USA ('"Masterfoods") of 3250 44th Street,
Vernon, California has expressed an interest and desire to lease the
Property for the purposes of, respectively, (i) landscaping and as an
ingress/egress access way, (ii) a parking lot, and (iii) a placement
site for a boiler and ancillary equipment; and
WHEREAS, the City and Masterfoods wish to enter into a Ground
Lease setting forth the terms and conditions for the use of the
Property for a total of Four Thousand Six Hundred Forty -Four Dollars
and Twenty -Five Cents ($4,644.25) per month for a period not to exceed
five (5) years, subject to termination upon ninety (90) days written
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notice pursuant to Section 10 of the Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Ground Lease with Masterfoods, a copy of which is attached
hereto as Exhibit B and incorporated herein by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Lease for, and on behalf of, the
City of Vernon and the Acting City Clerk is hereby authorized to attest
thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one ful]l(k
executed Lease to:
Masterfoods USA
Attn. Peter McGree
3250 44th Street
Vernon, CA 90058
SECTION 5: The Acting 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 5th day of April, 2006.
ATTEST:
BRU�LKENHORST, JR.,
Acting City Clerk
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EONIS C. MAL URG, ayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9005, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, April 5, 2006, and thereafter was duly signed by the Mayor
of the City of Vernon.
(SEAL)
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f./V. MALKENHORST, JR.
ng City Clerk
EXHIBIT
VA,
EXHIBIT "A
4355 DOWNY ROAD
---------------- R� --- ---------
I
AV SCVE
,
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AREA 1
(4,281 SF)
AREA 2
(22,167 SF)
AREA 3
(9,278 SF)
EXHIBIT
GROUND LEASE
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 considered and used as the original hereof
for all purposes, as of this let day of December, 2005
BY AND BETWEEN THE CITY OF VERNON, a
municipal corporation
(hereinafter referred to as
the "Lessor")
4305 Santa Fe Avenue
Vernon, CA 90058
AND MASTERFOODS USA, a Mars
Incorporated Company, a
Delaware 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 1 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;" and
I WHEREAS, Lessor wishes to lease to Lessee the real property,
2 identified as Area 3 on Exhibit "A," which consists of approximately
3 9,278 square feet, for the placement of a boiler and ancillary
4 equipment as shown on Exhibit "A;" and
5 WHEREAS, Section 37380 of the Government Code of the State
6 of California provides that a city may lease property owned or held or
7 controlled by it or any of its departments for a term not to exceed 55
8 years; and
9 WHEREAS, the City Council of the City of Vernon has found
10 and. determined that the described portions of said real property are
11 not necessary for immediate use and occupancy by the City of Vernon
12 for a public purpose and may be leased on a short-term basis for uses
13 not incompatible with the use to which the property is presently
14 dedicated; and
15 WHEREAS, Lessee has expressed an interest and desire to
16 lease said the real property herein identified for the purposes
17 described above; and
18 WHEREAS, the parties hereto desire to jointly provide for
19 the use of said portions of real property in such a manner as to be
20 compatible with the City of Vernon's needs and uses of the property.
21 NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREIN
22 CONTAINED AND THE MUTUAL BENEFIT TO EACH PARTY, IT IS HEREBY AGREED AS
23 FOLLOWS:
24 SECTION 1: The recitals contained hereinabove are true
25 and correct and are incorporated herein as though fully set forth at
26 length.
27 SECTION 2: The real property shown on the attached
28 Exhibit "A" and identified as Area 1, Area 2 and Area 3 are hereby
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I leased to Lessee effective as of the date first stated in the Lease,
2 to have and to hold for a period not to exceed five (5) years or until
3 terminated pursuant to Section 10. The Lessor, at its sole option,
4 and with the concurrence of Lessee, may renew this Lease on a month-
s to -month basis, until terminated pursuant to Section 10, on the same
6 terms and conditions as prescribed herein, subject to any change in
7 the rent to be paid to Lessor as hereinafter provided in Section 3.
8 If Lessor desires to exercise its renewal option, Lessor shall advise
9 Lessee in writing of its intent to extend the Lease and adjust the
10 rent no later than 30 days prior to the term expiring. The City
11 Administrator, or his designee, is authorized to exercise said option
on behalf of Lessor.
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13 SECTION 3: Lessee shall pay to the Lessor at the time of
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acceptance of the Lease the sum of Four Thousand Six Hundred Forty-
15 Four Dollars and Twenty -Five Cents ($4,644.25) for the month of April
16 2005, and shall deposit Four Thousand Six Hundred Forty -Four Dollars
17 and Twenty -Five Cents ($4,644.25) for the last month of the Lease.
18 Lessee shall also pay Lessor monthly during the term of this Lease the
19 sum of. Four Thousand Six Hundred Forty -Four Dollars and Twenty -Five
20 Cents ($4,644.25) on the first day of each month. This monthly fee
21 shall be revised annually in accordance with the changes in the
22 Consumers Price Index (hereinafter referred to as the "Index")
23 published by the United States Department of Labor, Bureau of Labor
24 Statistics for Urban Wage Earners and Clerical Workers -Annual Average
25 - Los Angeles - Anaheim - Riverside Area, California - all items. In
26 the event said Index as of the anniversary date is higher than said
27 Index for the issuance date, the monthly fee shall be increased
28 effective the anniversary date by multiplying said renewal fee by a
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I fraction, the numerator of which is the Index for the current
2 anniversary date and denominator of which is the Index existing on the
3 issuance date. There shall be no reduction in fees by operation of
4 this provision. If, in the future, said Index shall be changed so
5 that the base year differs from that used as of the date of
6 commencement of the term hereof, it shall be converted in accordance
7 with the conversion factor published by the United States Department
8 of Labor, Bureau of Labor Statistics. In the event said Index is
9 discontinued or revised during the term of the Lease, such other
10 governmental Index or computation with which it is replaced, shall be
11 used in order to obtain substantially the same result that would be
12 obtained if said present Index had not been discontinued or revised.
13 Upon termination, pursuant to Section 10, any prorated amount which is
14 due and payable to Lessee shall be refunded by Lessor when the
15 property has been vacated in proper order.
16 If Lessor gives notice of its intention to extend the Lease
17 on a month -to -month basis as provided for above, Lessor may adjust the
18 rent to be paid by a sum mutually agreed upon by both Lessor and
19 Lessee.
20 SECTION 4: Lessor leases the real property described and
21 identified as Area 1 in Exhibit "A" to Lessee to use for landscaping
22 and ingress/egress purposes; and leases the real property described
23 and identified as Area 2 in Exhibit "A" to Lessee to use for parking
24 and maneuvering purposes; and leases the real property described and
25 identified as Area 3 in Exhibit "A" to Lessee for the purposes of the
26 placement of a boiler and ancillary equipment. Any other use of said
27 property by Lessee must receive written approval of the Lessor.
28 SECTION 5: Lessee shall pay for all materials placed upon
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I said property and shall not cause or permit any liens of any kind or
2 nature to be levied against said premises for any work done or
3 materials furnished thereon and shall perform all reasonable
4 maintenance including, but not limited to, repairing the chain -link
5 fence and posts and removing all weeds and debris.
6 SECTION 6: Lessor, its agents, representatives, and
7 employees, reserve and shall at any and all times have the right to
8 enter the premises at all reasonable or necessary times for the
9 purposes of carrying on business or activities requiring the use of
10 any or all of the leased area until such business or activities are
11 complete.
12 SECTION 7: Lessee, shall indemnify and hold harmless
13 Lessor, its officers, agents, and employees, against and from any and
14 all claims arising from Lessee's use of the premises from any
15 activity, work or other thing done, permitted or suffered by the
16 Lessee in or about the premises and shall further indemnify and hold
17 harmless Lessor, its officers, agents, and employees, against and from
18 any and all claims arising from any act or negligence of the Lessee or
19 any officer, agent, employee, guest or invitee of the Lessee, and from
20 and against all costs, attorney's fees, expenses and liabilities
21 incurred by reason of any such claim or any action or proceedings
22 brought against Lessor by reason of any such claim. Lessee, upon
23 notice from Lessor, shall defend the same at Lessee's expense by
24 counsel reasonably satisfactory to Lessor. Lessee, as a material part
25 of the consideration to Lessor, hereby assumes all risk of damage to
26 property or injury to persons in, upon or about the premises, from any
27 cause other than Lessor's negligence, and Lessee hereby waives all
28 claims in respect thereof against Lessor.
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I SECTION 8: Lessee shall faithfully observe and comply
2 with the rules and regulations of all federal, state or local agencies
3 which have jurisdiction over its operations on the real property which
4 is the subject of this Lease.
5 SECTION 9: Lessee shall not, either voluntarily or by
6 operation of law, transfer, mortgage, pledge, hypothecate, or encumber
7 this Lease or any interest therein, and shall not sublet the said
8 premises or any part thereof, or any right or privilege appurtenant
9 thereto, or suffer any other person (employees, agents and servants of
10 Lessee excepted) to occupy or use the said premises, or any portion
11 thereof. Lessee shall not assign this Lease without the prior written
12 consent of the Lessor.
13 SECTION 10: The Lease may be terminated by either party
14 giving written notice to the other of its intention to terminate at
15 least ninety (90) days in advance. The Lease may also be terminated
16 for breach or for cause by giving ten (10) days notice in writing with
17 a statement setting forth the breach or cause. Interference with the
18 Lessor's use of the non -leased portion of the property for whatever
19 purpose shall constitute cause for termination. Lessor shall have the
20 right to enter and take possession of said premises upon the
21 termination of the Lease, in addition to any other remedy provided by
22 law or the Lease. Such notice may be given by delivering the same
23 personally or by mailing the same to the address hereinabove given or
24 to such address as each may in writing from time to time direct, and
25 the giving of such notice by mail shall be complete at the time of
26 mailing. Upon termination of the Lease, Lessee shall leave the
27 premises clear of all debris, weeds, and equipment and all
28 appurtenances (chain -link fence and posts) shall be in proper working
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I condition as determined by the Lessor's Director of Community Services
2 (the "Director") and shall be returned to their original locations.
3 Failure to restore the property to the reasonable satisfaction of the
4 Director will result in the Lessor having the necessary work done at
5 the expense of the Lessee.
6 SECTION 11: Throughout the term of the Lease, Lessee
7 shall, at its sole cost, keep or cause to be kept in force, for the
8 mutual benefit of Lessor and Lessee, insurance policies in the amount
9 and proof thereof in accordance with the insurance schedule attached
10 hereto as Exhibit "B" and made a part hereof by reference.
11 SECTION 12: Failure by Lessor to exercise any of the
12 stipulated rights arising under the Lease shall not be considered a
13 waiver of any right or condition hereof.
14 SECTION 13: The Lease contains all of the agreement of the
15 parties with respect to the tenancy created and cannot be amended or
16 modified except by a written agreement.
17 SECTION 14: The Lease shall not be recorded.
18 SECTION 15: The Lease shall be construed and interpreted
19 in accordance with the laws of the State of California.
20 SECTION 16: Lessee shall not use the premises or permit
21 anything to be done in or about the premises which will in any way
22 conflict with any law, statute, ordinance or governmental rule or
23 regulation now in force or which may hereafter be enacted or
24 promulgated. Lessee shall, at its sole cost and expense, promptly
25 comply with all laws, statutes, ordinances and governmental rules,
26 regulations or requirements now in force or which may hereafter be in
27 force and with the requirements of any board of fire insurance
28 underwriters or similar bodies now or hereafter constituted relating
ME
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 17 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:
LESSOR: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST, JR.
ACTING CITY CLERK
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
LESSEE: MASTERFOODS USA., INC.
ATTN: PETER MCGREE
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 18: Forum. Any dispute related to this Contract
shall be adjudicated in a state court serving the County of Los
Angeles, California.
SECTION 19: Arbitration. The parties agree that any and
all disputes arising out of or in relation to this Contract, including
without limitation any action in tort, shall be resolved exclusively,
finally and conclusively by arbitration in Los Angeles County,
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I California under the auspices of and pursuant to the rules of the
2 Judicial Arbitration & Mediation Services Inc. (JAMS). Each party
3 will select an arbitrator. Those two arbitrators will then select a
4 third. The three -member panel will make the final decision. All
5 decisions of the arbitrators shall be in writing, and the arbitrators
6 shall provide written reasons for their decision. The arbitration
7 decision shall be final and binding on the parties. Notwithstanding
8 the foregoing, the parties shall be permitted to access the court
9 system to enforce any arbitration award or to obtain injunctive
10 relief. The exclusive jurisdiction and venue for any such action
11 shall be the Superior Court of California, Los Angeles County. Any
12 and all contracts between Contractor and any subcontractor relating to
13 this Agreement shall include the same arbitration clause.
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SECTION 20: This Lease may be executed in counterparts,
each of which so executed shall be deemed an original irrespective of
the date of the execution, and said counterparts together shall
constitute one.and the same instrument. '
(ATTEST:
IBRUCE V. MALKENHORST, City Clerk
JAPPROVED AS TO FORM:
IERIC T. FRESCH, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
MASTERFOODS USA, INC.
By:
Name•
Z-Lo Curtiss
Title:
VP/General Manager
By..,-<
Name:
Jim Fitzsimmons
Title:
Chief Financial Officer
- 10 -
EXHIBIT A.
EXHIBIT "A A'
4355 DOWNEY ROAD
------------- --- ---------
LU[)WNEY R�
01PAREA 1
I I a-297.94' I (4,281 SF)
ARC-209.39
RAW 2
f I
I
I AREA 2
I I i (22,167 SF)
Nn SCALE
I'
, II
r � �
! I I lyl
I I I AREA 3
(91278 SF)
r �
.I I
foo' RxRr Of WAY OF THE LOS ANGELES
I
---+ i----------------- I --
I '
' OEPARTA/ENT OF WATER AMC POWER
r r I I
-_--1 i-_-_------------_--- _--
t
,.EXHIBIT 6
I EXHIBIT B
2 INSURANCE SCHEDULE (LESSEE)
3 Lessee shall provide proof of insurance, including but not limited to, a standard certificate of insurance,
in at least the following amounts and coverage (combined single limit permitted):
4
I. Coverage and Limits
5 Bodily jury P=gM Damage
Hazards Each Person Each Accident Each Accident
6
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 11. Liabili
General Liability $1,000,000 $2,000,000 $1,000,000
12 Premises Operations $1,000,000 $2,000,000 $1,000,000
13 Elevators (If Applicable) $1,000,000 $2,000,000 $1,000,000
Independent Contractors $1,000,000 $2,000,000 $1,000,000
14 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
Contractual Liability $1,000,000 $2,000,000 $1,000,000
15 Umbrella Liability $1,000,000 $1,000,000 $1,000,000
16 a. The general liability policy shall contain the following special endorsements which shall be noted
17 on or attached to the standard certificate of insurance:
18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
19 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
20 material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
21 4. Such other endorsement as may be required by City.
22 b. In addition to the above, the Contractor shall provide such further proof of insurance
23 documentation as the City deems necessary.
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EXHIBIT B
SUPPORTING
DOCUMENTS
GROUND LEASE
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 ist day of December, 2005
BY AND BETWEEN THE CITY OF VERNON, a
municipal corporation
(hereinafter referred to as
the "Lessor")
4305 Santa Fe Avenue
Vernon, CA 90058
AND MASTERFOODS USA, a Mars
Incorporated Company, a
Delaware 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 1 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;" 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, 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 determined that 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
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
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I leased to Lessee effective.as of the date first stated in the Lease,
2 to have and to hold for a period not to exceed five (5) years or until
3 terminated pursuant to Section 10. The Lessor, at its sole option,
4 and with the concurrence of Lessee, may renew this Lease on a month-
5 to -month basis, until terminated pursuant to Section 10, on the same
6 terms and conditions as prescribed herein, subject to any change in
7 the rent to be paid to Lessor as hereinafter provided in Section 3.
8 If Lessor desires to exercise its renewal option, Lessor shall advise
9 Lessee in writing of its intent to extend the Lease and adjust the
10 rent no later than 30 days prior to the term expiring. The City
11 Administrator, or his designee, is authorized to exercise said option
on behalf of Lessor.
12
13 SECTION 3: Lessee shall pay to the Lessor at the time of
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acceptance of the Lease the sum of Four Thousand Six Hundred Forty-
15 Four Dollars and Twenty -Five Cents ($4,644.25) for the month of April
16 2005, and shall deposit Four Thousand Six Hundred Forty -Four Dollars
17 and Twenty -Five Cents ($4,644.25) for the last month of the Lease.
18 Lessee shall also pay Lessor monthly during the term of this Lease the
19 sum of Four Thousand Six Hundred Forty -Four Dollars and Twenty -Five
Cents ($4,644.25) on the first day of each month. This monthly fee
20
21 shall be revised annually in accordance with the changes in the
Consumers Price Index (hereinafter referred to as the "Index")
22
23 published by the United States Department of Labor, Bureau of Labor
24 Statistics for Urban Wage Earners and Clerical Workers -Annual Average
25 Los Angeles - Anaheim - Riverside Area, California - all items. In
26 the event said Index as of the anniversary date is higher than said
27 Index for the issuance date, the monthly fee shall be increased
28 effective the anniversary date by multiplying said renewal fee by a
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I fraction, the numerator of which is the Index for the current
2 anniversary date and denominator of which is the Index existing on the
3 issuance date. There shall be no reduction in fees by operation of
4 this provision. If, in the future, said Index shall be changed so
5 that the base year differs from that used as of the date of
6 commencement of the term hereof, it shall be converted in accordance
7 with the conversion factor published by the United States Department
8 of Labor, Bureau of Labor Statistics. In the event said Index is
9 discontinued or revised during the term of the Lease, such other
101 governmental Index or computation with which it is replaced, shall be
III used in order to obtain substantially the same result that would be
12 obtained if said present Index had not been discontinued or revised.
13 Upon termination, pursuant to Section 10, any prorated amount which is
14 due and payable to Lessee shall be refunded by Lessor when the
15 property has been vacated in proper order.
161 If Lessor gives notice of its intention to extend the Lease
17 on a month -to -month basis as provided for above, Lessor may adjust the
18 rent to be paid by a sum mutually agreed upon by both Lessor and
19 Lessee.
201 SECTION 4: Lessor leases the real property described and
21 identified as Area 1 in Exhibit "A" to Lessee to use for landscaping
22 and ingress/egress purposes; and leases the real property described
23 and identified as Area 2 in Exhibit "A" to Lessee to use for parking
24 and maneuvering purposes; and leases the real property described and
25 identified as Area 3 in Exhibit "A" to Lessee for the purposes of the
26 placement of a boiler and ancillary equipment. Any other use of said
27 property by Lesfipe must receive written approval. or the Lessor.
28 SECTION 5: Lessee shall pay for all materials placed upon
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0
I said property and shall not cause or permit any liens of any kind or
2 nature to be levied against said premises for any work done or
3 materials furnished thereon and shall perform all reasonable
4 maintenance including, but not limited to, repairing the chain -link
5 fence and posts and removing all weeds and debris.
6 SECTION 6: Lessor, its agents, representatives, and
7 employees, reserve and shall at any and all times have the right to
8 enter the premises at all reasonable or necessary.times for the
9 purposes of carrying on business or activities requiring the use of
10 any or all of the leased area until such business or activities are
11 complete.
12 SECTION 7: Lessee, shall indemnify and hold harmless
13 Lessor, its officers, agents, and employees, against and from any and
14 all claims arising from Lessee's use of the premises from any
15 activity, work or other thing done, permitted or suffered by the
16 Lessee in or about the premises and shall further indemnify and hold
17 harmless Lessor, its officers, agents, and employees, against and from
18 any and all claims arising from any act or negligence of the Lessee or
19 any officer, agent, employee, guest or invitee of the Lessee, and from
20 and against all costs, attorney's fees, expenses and liabilities
21 incurred by reason of any such claim or any action or proceedings
22 brought against Lessor by reason of any such claim. Lessee, upon
23 notice from Lessor, shall defend the same at Lessee's expense by
24 counsel reasonably satisfactory to Lessor. Lessee, as a material part
25 of the consideration to Lessor, hereby assumes all risk of damage to
26 property or injury to persons in, upon or about the premises, from any
V7 cause other than Lessor's negligence, and Lcoscc hereby waives all
28 claims in respect thereof .against Lessor.
-5-
I SECTION 8: Lessee shall faithfully observe and comply
2 with the rules and regulations of all federal, state or local agencies
3 which have jurisdiction over its operations on the real property which
4 is the subject of this Lease.
5 SECTION 9: Lessee shall not, either voluntarily or by
6 operation of law, transfer, mortgage, pledge, hypothecate, or encumber
7 this Lease or any interest therein, and shall not sublet the said
8 premises or any part thereof, or any right or privilege appurtenant
9 thereto, or suffer any other person (employees, agents and servants of
10 Lessee excepted) to occupy or use the said premises, or any portion
11 thereof. Lessee shall not assign this Lease without the prior written
12 consent of the Lessor.
13 SECTION 10: The Lease may be terminated by either party
14 giving written notice to the other of its intention to terminate at
15 least ninety (90) days in advance. The Lease may also be terminated
16 for breach or for cause by giving ten (10) days notice in writing with
17 a statement setting forth the breach or cause. Interference with the
18 Lessor's use of the non -leased portion of the property for whatever
19 purpose shall constitute cause for termination. Lessor shall have the
20 right to enter and take possession of said premises upon the
21 termination of the Lease, in addition to any other remedy provided by
22 law or the Lease. Such notice may be given by delivering the same
23 personally or by mailing the same to the address hereinabove given or
24 to such address as each may in writing from time to time direct, and
25 the giving of such notice by mail shall be complete at the time of
26 mailing. Upon termination of the Lease, Lessee shall leave the
27 premises clear of all debris, weeds, and nquipmc-_nL and all
28 appurtenances (chain -link fence and posts) shall be in proper working
Sem
I condition as determined by the Lessor's Director of Community Services
2 (the "Director") and shall be returned to their original locations.
3 Failure to restore the property to the reasonable satisfaction of the
4 Director will result in the Lessor having the necessary work done at
5 the expense of the Lessee.
61 SECTION 11: Throughout the term of the Lease, Lessee
7 shall, at its sole cost, keep or cause to be kept in force, for the
8 mutual benefit of Lessor and Lessee, insurance policies in the amount
9 and proof thereof in accordance with the insurance schedule attached
10 hereto as Exhibit "B" and made a part hereof by reference.
11 SECTION 12: Failure by Lessor to exercise any of the
12 stipulated rights arising under the Lease shall not be considered a
13 waiver of any right or condition hereof.
141 SECTION 13: The Lease contains all of the agreement of the
15 parties with respect to the tenancy created and cannot be amended or
16 modified except by a written agreement.
17 SECTION 14: The Lease shall not be recorded.
18SECTION 15: The Lease shall be construed and interpreted
19 in accordance with the laws of the State of California.
20 SECTION 16: Lessee shall not use the premises or permit
21 anything to be done in or about the premises which will in any way
22 conflict with any law, statute, ordinance or governmental rule or
23 regulation now in force or which may hereafter be enacted or
24 promulgated. Lessee shall, at its sole cost and expense, promptly
25 comply with all laws, statutes, ordinances and governmental rules,
26 regulations or requirements now in force or which may hereafter be in
27 force and with the requirements of any hoard of fire insurance
28 underwriters or similar bodies now or hereafter constituted relating
-7-
I to or affecting the condition, use or occupancy of the premises. A
2 judgment of any court of competent jurisdiction or the admission of
3 Lessee in any action against Lessee whether Lessor be a party thereto
4 or not, that Lessee has violated any law, statute, ordinance or
5 governmental rule, regulation or requirement, shall be conclusive of
6 that fact as between the Lessor and Lessee.
7 SECTION 17 Any notices, demands or other communications
8 required or desired to be given or made under the terms of the Lease
9 shall be in writing and personally served, or served by United States
10 Mail with postage thereon fully prepaid and addressed as follows:
11
LESSOR: THE CITY OF VERNON
12 ATTN: BRUCE V. MALKENHORST, JR.
13 ACTING CITY CLERK
4305 SANTA FE AVENUE
14 VERNON, CA 90058-0805
15 LESSEE: MASTERFOODS USA, INC.
ATTN: PETER MCGREE
16 3250 44TH STREET
VERNON, CA 90058
17
18 Any notice, demand or other communication shall be deemed
19 given or made on the day personally served, or, if service is by mail,
20 three (3) days following the date such notice was deposited in the
21 United States mail with postage thereon fully prepaid.
22 SECTION 18: Forum. Any dispute related to this Contract
23 shall be adjudicated in a state court serving the County of Los
24 Angeles, California.
25 SECTION 19: Arbitration. The parties agree that any and
26 all disputes arising out of or in relation to this Contract, including
27 without limitation any action in tort, shall be resolved exclusively,
28 finally and conclusively by arbitration in Los Angeles County,
-8-
California under the auspices of and pursuant to the rules of the
Judicial Arbitration & Mediation Services Inc. (JAMS). Each party
will select an arbitrator. Those two arbitrators will then select a
third. The three -member panel will make the final decision. All
decisions of the arbitrators shall be in writing, and the arbitrators
shall provide written reasons for their decision. The arbitration
decision shall be final and binding on the parties. Notwithstanding
the foregoing, the parties shall be permitted to access the court
system to enforce any arbitration award or to obtain injunctive
relief. The exclusive jurisdiction and venue for any such action
shall be the Superior Court of California, Los Angeles County. Any
and all contracts between Contractor and any subcontractor relating to
this Agreement shall include the same arbitration clause.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SECTION 20: This Lease may be executed in counterparts,
each of which so executed shall be deemed an original irrespective of
the date of the execution, and said counterparts together shall
constitute one and the same instrument.
ATTEST;
T, City Clerk
APPROVED AS TO FORM:
ERIC*--?-.—FRIMCH, City Attorney
CITY OF VERNON
By :
LEONI S C . LBURG,"Mayor
MASTERFOODS USA, INC.
By:
Name:
4ie:
Jo Curtiss
VP/General Manager
By
Nam
Jim Fitzsimmons
Title
Chief Financial Officer
- 10 -
EXHIBIT 1�4
4355 DOWNEY ROAD
-------------
OOWNEY --- RD- - - - - - - - -
1
1 AREA 1
' a-297 4" �/� I (4,281 SF)
/ eGott7ex AL4v7 1 •
• • 1 1
I AREA 2
(22, >67 SFJ
I
t ,
t I I
1 t t
i � I lyi
t , ICI
r , t
AREA 5
(9,278 SF)
! I'
00,
t
I , 1
1
I I '
//JJjj 1
100' RIGHT OF WAr OF THE LOS ANCEL£S I
-----------------
I1 I OEPARTiVfW OF WATER AND POWER
----------- i----
1 EXHIBIT B
2 INSURANCE SCHEDULE (LESSEE)
3 Lessee shall provide proof of insurance, including but not limited to, a standard certificate of insurance,
in at least the following amounts and coverage (combined single limit permitted):
4
I. Coveraize and Limits
5 Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
6
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non Owned Automobiles $ 500,000 $1000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 H. Liabili
General Liability $1,000,000 $2,000,000 $1,000,000
12 Premises Operations $1,000,000 $2,000,000 $1,000,000
13 Elevators (If Applicable) $1,000,000 $2,000,000 $1,000,000
Independent Contractors $1,000,000 $2,000,000 $1,000,000
14 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
Contractual Liability $1000 000 $2 000 000 $1,000,000
15 Umbrella Liabilitv $1,000,000 $1,000,000 $1,000,000
16 a The general liability policy shall contain the following special endorsements which shall be noted
17 on or attached to the standard certificate of insurance:
18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
19 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
20 material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
21 4. Such other endorsement as may be required by City.
22 b. In addition to the above, the Contractor shall provide such further proof of insurance
23 documentation as the City deems necessary.
24
25
26
27
28
EXHIBIT B