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HomeMy WebLinkAboutFresno Revitalization Corporation i ; 30pry � C O ,0) U) � MEMORANDUM OF UNDERSTANDING ujcc: m Between 0 THE CITY OF FRESNO, THE CITY OF FRESNO AS SUCCESSOR AGENCY TO THE REDEVLEOPMENT AGENCY OF THE CITY OF FRESNO And THE FRESNO REVITALIZATION CORPORATION This Memorandum of Understanding ("MDU") is entered into this day of 2012, by the CITY OF FRESNO, a municipal corporation ("City"), the CITY OF FRESNO AS SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO, a public agency created pursuant to Health & Safety Code section 34173 ("Successor Agency"), and the FRESNO REVITALIZATION CORPORATION, a California nonprofit public benefit corporation("FRC"). WHEREAS, the Redevelopment Agency of the City of Fresno ("Agency").is a public body, corporate and politic, organized and existing under the California Community Redevelopment-Law(Health& Safety Code section 33000 et seq. ("CRL")); and WHEREAS,the City is a municipal corporation and charter city under the Constitution of the State of California; and WHEREAS, the Successor Agency to the City of Fresno Redevelopment Agency is an entity created pursuant to Health & Safety Code section 34173 and by authorization of the City of Fresno; and WHEREAS, the Fresno Revitalization Corporation is a California not-for-profit public benefit corporation; and WHEREAS, on January 26, 2012, the City adopted Resolution No. a0 i 1-!a-. ("Resolution"), in which it elected to serve as the Successor Agency to the Agency, to assume the housing functions of the Agency, provide for employment of former Agency employees, and approve this MOU; all recitals and findings of the Resolution are incorporated into this MOU; and WHEREAS, under the Agency's current lease, the landlord consents to the Agency sharing or subleasing a part of the leased space to the Successor Agency and/or FRC; and WHEREAS, the Parties intend that FRC shall occupy the space currently occupied by the Agency and shall reimburse Successor Agency therefor. NOW THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual covenants herein contained and such other and further consideration as is hereby acknowledged, the parties agree as follows: 1. RELATIONSHIP OF THE PARTIES. The parties to this MOU acknowledge that they are each separate legal entities. While maintaining their respective autonomy, the parties seek to cooperate in all actions necessary pursuant to Health & Safety Code Sections 34170- 34191. 1 2. DELEGATION OF DUTIES TO FRC. FRC shall act as the agent of the Successor Agency in performing those actions delegated to it by the City and Successor Agency that are necessary for the dissolution and wind down of the affairs of the Agency as provided in the Resolution. 3. HOUSING FUNCTION. FRC shall act as the agent of the City and/or Successor Agency in performing those actions delegated to it that are associated with the housing activities of the Agency in accordance with Health & Safety Code Section 34176 (the "Housing Function"). 4. FRC BUDGET. Successor Agency shall allocate to FRC for its use the amount of funds budgeted in the Administrative Cost Allowance for successor agencies pursuant to California Health & Safety Code section 34177, as well as all other funds legally available to the Successor Agency. 5. EMPLOYEES. FRC may hire its own employees or the Successor Agency shall delegate employees to FRC to perform the activities covered in this MOU, who shall serve under the full control and supervision of FRC, and FRC shall assume all rights and responsibilities for the employees, except as otherwise provided in the Resolution and this MOU. As compensation for employee services rendered to FRC by any delegated employees, FRC shall reimburse the City and/or Successor Agency, as the case may be, on a monthly basis the sum of the City and/or Successor Agency salaries and other benefits and expenses directly incidental thereto. Delegated employees shall be compensated according to the terms and conditions of their employment with the Agency, as more fully set forth in the Resolution. Not later than the twentieth day of each month during the term of this MOU, the City and/or Successor Agency shall provide FRC with a detailed accounting, satisfactory to FRC, as to the above salaries and other benefits and expenses directly relating to the Employees pursuant to this MOU. 6. DIRECTOR/PRESIDENT OF FRC. The Director of the Successor Agency, currently Marlene Murphey, shall serve as the Director/President ("Director") of FRC and shall operate under the direction of its Board of Directors; the Director shall be delegated the authority to oversee and administer all FRC employees and employees delegated to the FRC from the City and/or Successor Agency. 7. LEASE. As of February 1, 2012, the Successor Agency shall assume all rights and obligations under the current lease between the Agency and Roger K. Boman for the space located at 2344 Tulare Street, Suite 200. The Successor Agency shall make the premises as defined in the Lease available for the use of FRC and FRC will reimburse the Successor Agency for all actual costs incurred by Successor Agency under the terms of the Lease. A true and correct copy of the Lease is attached hereto as Exhibit "A." The Successor Agency reserves the right to reduce the leased space and cost therefor and/or terminate the lease in its discretion. 8. INDEMNITY. FRC agrees to indemnify, hold harmless and defend the City and Successor Agency from any liability, claims or damages arising from or related to the actions or omissions of FRC. FRC agrees to provide proof of liability, errors and omissions, and property insurance in the form and amounts required by the City's Risk Manager. Liability is to be limited as provided in Health & Safety Code section 34172(e), with no liability exposure to the City's General Fund, Risk Fund, or any other funds or assets of the City or its employees. 2 i 9. EXISTING ASSETS AND LIABILITIES OF FRC. Any existing assets or liabilities of FRC prior to the effective date of this MOU shall be maintained separate of any assets or liabilities taken on by FRC as a result of this MOU. 10. MEETINGS. FRC shall hold regular public meetings as necessary coinciding with the regular meetings of the Fresno City Council. FRC shall, in all respects, comply with the Ralph M. Brown Act. 11. ENTIRE MOU. It is mutually understood and agreed that the foregoing constitutes the entire MOU between the parties. Any modifications or amendments to this MOU must be in writing signed by an authorized agent of each party. This MOU shall extinguish any and all existing agreements or MOUS between the Agency and FRC where the terms of those agreements may be contrary to the terms of this MOU. 12. INCORPORATION OF TERMS. All other terms and conditions of the Resolution shall be incorporated into and made a part of this MOU. 13. EFFECTIVE DATE. This MOU shall become effective upon execution by appropriate officers of the City, Successor Agency, and FRC, but shall in no event become effective before the date of dissolution of the Agency. This MOU shall remain in full force and effect until terminated by any party upon thirty (30) days' notice, subject to repayment of any indebtedness incurred hereunder. IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this MOU as of the date first set forth above. CITY OF FRESNO, a municipal corporation FRESNO REVITALIZATION CORPORATION, a California nonprofit corporation By: Aiz/ By: Mark Scott, City Manager Name: e LL Title: Date: Z 1 I Z, Date: - - 12- CITY 2CITY OF FRESNO AS SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO, a public agency 114 By: /0� hv(4A Marlene Murphey, Director Date: 11- 3 ATTEST YVONNE SPENCE, CMC City Clerk [. I By: c— I , Deputy APPROVED AS TO FORM: CITY ATTO OFFICE 4 By: Katherine B. Doerr, Senior Deputy Attachment: Exhibit"A7' - Lease KBD:pm[57915pm/kbd]01-25-12 4 COMMERCIAL LEASE This commercial lease ("lease") is made between ROGER K. BOMAN ("Landlord"), and REDEVELOPMENT AGENCY OF THE CITY OF FRESNO, a public body corporate and politic ("Tenant"). 1. Lease of Office Premises. Landlord leases to Tenant the office premises, commonly known as 2344 Tulare Street, Suite 200, Fresno, California (the "premises"), on the terms and conditions of this lease. The premises consist of approximately 5,100 square feet of leasable office space, comprising the second floor of the Maubddge Building, at the corner of Tulare and "N" Streets. The premises also include nonexclusive use of common areas, and exclusive use of fifteen parking spaces as described herein. 2. Term. The term of this lease is three years, beginning June 1, 1997 and ending May 31, 2000, unless terminated sooner as provided herein. Should Tenant retain possession after expiration of the original or any extended term, Tenant will become a month-to-month tenant on the same terms and conditions of this lease. 3. Option to Extend. If Tenant is not then in default, Tenant has the option of extending this lease for an additional term of three years, beginning at the expiration of the initial term. The terms and conditions of this lease will apply during the extended term. Tenant will exercise the option by written notice to Landlord not less than 90 days before expiration of the initial term. If Tenant does not give notice in the manner provided, and within the time specified, this option will expire. 4. Right of First Refusal to Lease Additional Space. Landlord grants Tenant a right of first refusal to lease additional space in the Maubridge Building, when space Page 1 EXHIBIT 'A' becomes available. This right does not extend to offers Landlord receives from current tenants - tenants occupying space in the Maubridge Building when the parties sign this lease. If Landlord receives a bona fide offer from a third party to lease space in the building, Landlord will promptly notify Tenant of the offer, its terms and conditions. Tenant will have fifteen business days within which to notify Landlord whether Tenant agrees to lease the additional space on the same terms and conditions as the third-party offer. If Tenant fails to give notice of its election to lease the additional space within the time required, Landlord will be free to accept the bona fide offer and lease the space to the third-party offeror. If the additional space subsequently becomes available during the term of this lease, Tenant will have the same right of first refusal granted herein. 5. Rent. During the first twenty-four months of the term, monthly rent is $4,950 or approximately $.97 per square foot. During the last twelve months of the lease, monthly rent is $5,500 or approximately 1.08 per square foot ($5,508). Rent is due in advance on the first day of each month, beginning June 1, 1997, payable to Landlord at 955 "N" Street, Suite 400, Fresno, CA 93721. Notwithstanding the foregoing, Tenant will pay the rent for June and July($9,900 total), and the last month's rent of$5,500 immediately after Landlord and Tenant sign this lease. 6. Security Deposit. Tenant will deposit$1,500.00 with the Landlord immediately after Landlord and Tenant sign this lease. Landlord may appropriate and apply the security deposit necessary to remedy Tenant's default as follows: (a) to apply to a default in the payment of rent, (b) to repair damage to the premises through Tenant's agents or employees' negligence or want of ordinary care, (c) to clean or restore the premises if on Page 2 EXHIBIT 'A' termination of this tenancy Tenant fails to leave the premises in a condition comparable to the condition received, ordinary wear and tear excepted. Landlord will hold the deposit for Tenant, free from the claim of any creditor of Landlord. Landlord will return the deposit to Tenant after any deductions permitted by this lease, or deductions otherwise authorized by law. If Landlord has deducted an amount only for the nonpayment of rent, Landlord will return the remainder within two weeks after the date Landlord receives possession of the premises. If Landlord deducts an amount for any other reason authorized by this article or by law, he will return the remainder to Tenant within 30 days after Landlord receives possession of the premises. If Landlord applies any of the deposit to cure a Tenant default, Tenant will.restore the amount of the security so applied after written request of the Landlord. 7. Late Charge. If Tenant does not pay the rent within ten days after it is due, Tenant will pay a one-time late charge of$100 for each late payment. Fixing the actual damages which Landlord may suffer is impracticable and extremely difficult if Tenant pays rent late. The late charge represents a reasonable approximation of the damages Landlord is likely to suffer from a late rental payment. This provision does not establish an additional grace period for rent payments. Landlord may make a written demand for the payment of rent anytime after it is due. 8. Increase in Taxes as Additional Rent. Landlord will pay all real property taxes and assessments levied or assessed against the premises. Tenant will pay to Landlord as additional rent, a prorated portion of any increase in real property taxes levied against the Maubridge Building. The increase will be based on the amount that the property taxes in Page 3 EXHIBIT 'A' any year during the term of this lease exceed the property taxes levied against the building for the fiscal year 1996-1997. The maximum increase in property taxes that Landlord may pass through in any year is 3 percent. Tenant's obligation will be a prorated share of the increase, using a ratio of the leasable square footage in the premises to the total leasable square footage in the Maubridge Building. The additional rent will be due and payable within 30 days after Landlord serves Tenant a notice stating the amount due, and the manner in which Landlord computed it. 9. Landlord's Alterations or Improvements. Landlord will, at Landlord's sole cost and expense, make the following improvements to the office areas of premises: (a) paint all wall surfaces within premises, (b) install new carpeting throughout office areas of premises, (c) install French doors in the entryway to the office premises, (d) install hardwood floors and wallpaper in the foyer of the premises, (e) modify cubical walls to fit Tenant needs, (f) install muttons on inner-office windows of reception area, (g) remove all hallway bookcases and counter tops, and (h) relocate bookcases to meet tenant requirements. Landlord will complete the improvements by June 1, 1997. Tenant, at its option, may take possession of the premises though Landlord has not completed the improvements. Landlord will diligently pursue completion of improvements. Landlord and Tenant will negotiate any equitable reduction in rent until Landlord complets improvements. 10. Use. Tenant will use the premises for business offices, and for no other purpose. Landlord represents that Tenant may lawfully use the premises for such purposes. 11. Maintenance.Tenant, at Tenant's own expense, will repair all deteriorations or Page 4 EXHIBIT 'A' injuries to the premises occasioned by Tenant's lack of ordinary care. Tenant will surrender the premises at termination of this lease, in as good condition as received, normal wear excepted. Except for Tenant's obligations to repair, Landlord, at his sole expense, will maintain the premises and the Maubridge Building in good and safe condition. Landlord's obligations to repair include, but are not limited to, electrical wiring, plumbing and heating installations, and any other system or equipment. Landlord, at his sole expense, will provide janitorial service. Tenant will give Landlord written requests for repairs and maintenance of the premises. Except in an emergency, Landlord will not enter the premises to make repairs, alterations, or improvements other than during normal business hours. Landlord will give Tenant 24-hours' notice of the intention to enter for those purposes. Except in emergencies, Landlord will make.all repairs as soon as is practical. If Landlord does not make a repair within 30 days after written notice from Tenant, Tenant has the right to make the repair and be reimbursed by Landlord. 12. Alterations, Improvements, Fixtures. Tenant will not, without first obtaining the written consent of Landlord, make any alterations, additions, or improvements, in, to or about the premises. Tenant may remove any improvements, additions or fixtures at Tenant's cost on termination of this lease, provided Tenant repairs any damages to the premises caused by such removal. Tenant may remove trade fixtures anytime. 13. Compliance with Laws. Tenant will not use the premises in any way that violates or conflicts with any law, statute, ordinance, or governmental rule or regulation, whether now in force or later enacted. Page 5 EXHIBIT'A' 14. Assignment and Subletting. Tenant may sublet any of the leased premises or assign Tenant's interest in this lease, upon written notice to the Landlord, and Landlord's prior consent to the proposed assignee or sublessee. Landlord will not unreasonably withhold consent. Landlord, by signing this lease, consents to Tenant sharing or subleasing a part of the premises to the Fresno Revitalization Corporation, a current tenant in the building. Landlord's consent to one assignment, subletting, or occupation and use by another person will not be a consent to any subsequent assignment, subletting, or occupation and use by another person. 15. Utilities. Landlord, at Landlord's expense, will provide the following utilities to the premises: (a) garbage, (b) sewer, water, gas, and electricity, available twenty-fours a day, seven days a week, (c) heating and air conditioning for the premises, available 7:00 a.m. to 7:00 p.m. each weekday, and (d) daily janitorial service. In addition, Landlord will provide heating and air conditioning, operable by Tenant during extended hours, including weekends. Landlord will maintain the heating and air-conditioning facilities in acceptable working condition. Tenant will be responsible for obtaining and paying for telephone services. 16. Entry and Inspection. Tenant will permit Landlord or Landlord's agents to enter the premises at reasonable times and upon reasonable notice, to inspect the premises. Landlord's entry is limited to determining Tenant's compliance with the lease, and to do lawful acts necessary to protect Landlord's interest in the premises. Tenant will permit Landlord, within sixty 60 days prior to the expiration of this lease, to place "To Let" or "For Lease" signs on the premises, and to show the premises to persons wanting to Page 6 EXHIBIT 'A' 1 lease the premises. 17. Common Areas of the Maubridge Building. Landlord will make available to Tenant, any portion of the Building that Landlord designates common areas, including, but not limited to, automobile parking, restrooms, hallways, and other common areas. Tenant i will have the nonexclusive right during the term of this lease to use the common areas. 18. Indemnification. Landlord will not be liable to Tenant for any injury or damage to any person or property in or about the premises from any cause, except injury or damage to Tenant resulting from the acts or omissions of Landlord or his authorized agents. Tenant will hold Landlord harmless from any liability for any injury to any person or property when the act or omission of Tenant, its agents, servants, employees, or invitees causes the injury. 19. Insurance. Tenant will secure and maintain public liability insurance for at least $500,000.00 for injury to or death of any person, and $1,000,000.00 for injury to or death of more than one person in a single accident. The .insurance will insure Tenant against liability for injury or death occurring in or on the premises or the common areas. Landlord acknowledges that Tenant is currently self-insured under the City of Fresno's self-insurance retention. Tenant may provide the required coverage through this or equivalent means during the term of this lease. Tenant will give Landlord a Certificate of Insurance showing Landlord as additional insured. The Certificate will provide for a ten-day written notice to Landlord in case of cancellation or material change of coverage. To the extent permitted by their respective policies, Tenant and Landlord, waive subrogation rights against the other. Page 7 EXHIBIT 'A' 20. Eminent Domain. If any part of the premises, or any part of the Maubridge Building is taken by eminent domain, and the taking will materially affect Tenant's use of the premises, this lease will terminate on the date when title or possession vests pursuant to the taking (whichever first occurs). Landlord will prorate the rent, and any additional rent to the termination date. If part of the premises is taken and the parties agree not to terminate this lease, Landlord will reduce the rent by the same percentage that the floor area of the portion taken bears to the total floor area of the premises. Tenant will not be entitled to any part of the award or any payment instead of it. Nevertheless, Tenant may file a claim for any taking of fixtures and improvements owned by Tenant, and for moving expenses. 21. Destruction of Premises. if the premises or the Maubridge Building is partially damaged or destroyed during the term, from any cause, Landlord at his sole expense will promptly repair the same, provided Landlord can make the repairs within 60 days. Partial damage or destruction will not terminate this lease. However, Landlord will abate the rent for the time and to the extent Tenant cannot occupy the premises and to the extent the repairs interfere with the business or operations of Tenant. If Landlord cannot make the repairs within 60 days, then (a) either party, by notice to the other, may terminate this lease, or (b), Landlord, by written agreement with Tenant, may make the repairs within a reasonable time. If the parties agree that Landlord will make the repairs, this lease will continue in effect and Landlord will abate the rent as described. If the costs to repair the damage or destruction equal or exceed one-third the replacement costs of the Maubridge Building, Landlord may elect to terminate this lease. Page 8 EXHIBIT 'A' If the Maubridge Building is totally destroyed, this lease will terminate. 22. Default and Landlord's Remedies. Tenant is in default if any of the following occur: (a) Tenant fails to pay rent or any additional rent when due and the nonpayment continues for ten days after written notice from Landlord to pay or surrender the premises, or (b) Tenant fails to perform any of the other covenants or conditions, and does not cure the failure within 30 days after Landlord notifies Tenant of the specific failure. If the default is one which Tenant cannot reasonably cure within 30 days, Tenant will not be in default if Tenant begins to cure within the 30 days and diligently pursues the cure to completion. If Tenant does not cure any default within the time prescribed, Landlord may terminate this lease If Tenant is in default, Landlord may: (a) Continue this lease in effect by not terminating Tenant's right to possession, and enforce all Landlord's rights and remedies under this lease; or (b) Terminate this lease on not less than ten days' notice to Tenant, and recover possession of the premises from Tenant. 23. Waiver. The waiver by either party of a breach by the other is not a continuing waiver or a waiver of any subsequent default or breach of the same or a different provision of this lease. 24. Attorney's Fees. If any litigation is begun between the parties concerning the premises, this lease, the party prevailing will be entitled, in addition to any other relief granted, to reasonable attorneys' fees. The court in the litigation will determine the fees in the litigation or in a separate action brought for that purpose. 25. Notices. Any notice which any party may, or is required to give, will be in Page 9 EXHIBIT 'A' writing and delivered personally, or by depositing the notice in the U.S. mail, postage prepaid, as follows: (a) to Tenant, attention Executive Director, at the premises, or (b) to Landlord at the address for rent payments. The parties may change their addresses for notice in the manner provided in this paragraph. 26. Heirs, Assigns, Successors. This lease is binding upon and inures to the benefit of the heirs, personal representatives, assigns, and successors of the parties. 27. Time of Essence. Time is expressly declared to be of the essence in this lease. 28. Subordination. This lease will be subordinate to the lien of all mortgages and deeds of trust, which are hereafter recorded against the premises to secure construction and permanent financing for the Maubridge Building and other improvements by Landlord to the premises. The subordination is conditioned on and subject to the following: (1) For each mortgage or deed of trust, Landlord will obtain from the mortgagee or beneficiary an agreement in writing that, in case of foreclosure, or any sale thereunder, it will not terminate this lease or disturb Tenant's right to possession, if Tenant is not then in default; and (2) In consideration of the agreement described, Tenant agrees to attorn to the purchaser at any foreclosure, sale, or other action or proceeding. 29. Parking. Tenant will have the exclusive right to fifteen assigned, covered, secured, parking spaces on the second level of the attached Maubridge Building parking garage. Subject to availability, Tenant may lease additional spaces at a monthly cost of Page 10 EXHIBIT'A' $40 per space. Tenant and Landlord, by mutual agreement, may relocate any or all of the Tenant's fifteen parking spaces. 30. Termination. Tenant may terminate this lease with six months written notice to the Landlord, after a period of two years. Notwithstanding the term of this lease, or the foregoing sentence, Tenant may terminate this lease for failure or inability of the Tenant's Board to appropriate funds. The term of this lease is contingent on of an appropriation annually by the Redevelopment Agency's governing board for the rent. If the board does not appropriate funds, Tenant may terminate the lease by giving Landlord 90 days prior written notice. 31. Entire Agreement. This lease is the sole and only agreement between Landlord and Tenant respecting the premises, and correctly sets forth the obligations of Page 11 EXHIBIT 'A' parties to each other as of its date. Any agreements or representation respecting the premises or the leasing to Tenant not expressly set forth in this instrument are void. REDEVELOPMENT AGENCY OF THE LANDLORD CITY OF FRESNO BY: �[ By, Daniel Fitzpatrick V Roger K. Boman Interim Executive Director t Dated: ` -cf 7 Dated: ATTEST: APPROVED AS TO FORM: REBECCA KLISCH HILDA CANTU-MONTOY Ex Officio Clerk Ex Officio Attorney Redevelopment Agency of the Redevelopm-Ont Agency of the City of Fresno City,of Fre no y By. �� Y S Z GSr X}h 1 f g•f - cJ y: Clerkl eputy Ar�t1D uty Dated: '•ti,4 Dated: J:Vda1SM8:bep(154203R.sms) 06/03/97 Page 12 EXHIBIT 'A'