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HomeMy WebLinkAbout116-99 RESOLUTION NO. 116-99 RENEWING THE DANVILLE AREA CULTURAL ALLIANCE/ DANVILLE FINE ARTS GALLERY LEASE AGREEMENT WHEREAS, the Town of Danville owns and manages the Village Theatre; and WHEREAS, the upper floor of the Village Theatre is suitable for exhibit space for art exhibits; and WHEREAS, the Danville Area Cultural Alliance has successfully operated this space as a non- profit arts gallery for the past seven years; and WHEREAS, the Town Council believes that the utilization of this space as a gallery benefits the Town; now, therefore, be it RESOLVED, by the Danville Town Council that the Town Manager be and hereby is authorized to execute on behalf of the Town, a Lease Agreement with the Danville Area Cultural Alliance for use of the Village Theatre Art Gallery in substantially the same form as attached hereto, together with such changes as may hereafter become necessary, provided such changes do not materially increase the obligations of the Town thereunder. APPROVED by the Danville Town Council at a regular meeting on July 20, 1999, by the following vote: AYES: Arnerich, NOES: None ABSTAINED: None ABSENT: None Greenberg, Doyle, Shima,~J,,,~~nsky, Waldo CITY ATTORNE;~c~A;~Y CITY CLERK LEASE AGREEMENT THIS AGREEMENT is made this 1st day of July 1999 by and between the Town of Danville (hereinafter referred to as "Town"), and the Danville Area Cultural Alliance, (hereinafter referred to as "DACA"), who hereby agrees to rent the upstairs space of the Village Theatre owned by the Town and located at 233 Front Street, (hereinafter referred to as "Premises"). Town and DACA hereby agree to the following terms and conditions: (1) TERM: The term hereof shall commence on July 1, 1999, and continue until June 30, 2002, unless either party shall have earlier terminated same by giving the other party 120 day written notice or unless Town invokes the termination provisions in paragraph~ 19 and 22. (2) RENT: DACA agrees to pay rent directly to the Town. Rent shall be paid quarterly and shall be due on the 15th of the month following the end of each quarter and shall be paid at a rate of: $1 00/mo + 3.5% of gross sales There shall be no cap on the amount of gross sales. Annual review of rental payments and rates will be conducted, Any adjustment of either flat or percentage rates will be made as an amendment to this agreement. (3) USE: The premises shall be used solely for the purpose of operating a non-profit Art Gallery, and conducting DACA meetings and DACA-sponsored programs. (4) CONDITION OF PREMISES AND MAINTENANCE: The Town shall be responsible for the structural maintenance and repair of the Village Theatre building including additions and modifications required by law. The Town reserves the right to retain keys to the Gallery and shall give reasonable notice to Gallery management prior to any entry except in case of emergency unless Gallery management consents at the time of entry. DACA shall provide, at its own expense, all custodial, minor upkeep, equipment, supplies and furniture for the Gallery. The Town will provide for Gallery use: two six-foot folding tables and six folding chairs. (5) PRORATION: Should DACA move or should the lease be terminated during a period for which rent has been paid to the Town, rent will be prorated as of the date of DACA's move or as of the date of termination, whichever applies. (6) REPAIRS OR ALTERATIONS: DACA shall not make or suffer any alterations or improvements to be made in or on said property without first obtaining the written consent of the Town. Any such approved alterations or improvements made by DACA shall be at its sole cost and expense. Upon mutual agreement, DACA may request services or materials to be provided by the Town. The Town will have no liability or responsibility to DACA or any third parties by reason of such alterations or improvements. (b) No alterations or improvements or repairs of any kind or character made by DACA shall, in any way, impair or impede the Town's right to terminate this tenancy on 120 day's notice specified in condition (1). Before commencing any work relating to such alterations and improvements affecting the premises, DACA shall notify the Town in writing of the expected date of commencement. The Town shall then have the right at any time to post and maintain on the premises such notices as the Town reasonably deems necessary to protect the premises and the Town from mechanics' liens, materialmen's liens, or any other liens. In any event, DACA shall pay, when due, all claims for labor or materials fumished to or for DACA at or for use in the premises. DACA shall not permit any mechanics' or materialmen's liens to be levied against the premises for any labor or material fumished to DACA or claimed to have been fumished to DACA or to DACA's agents or contractors in connection with work in any character performed or claimed to have been performed on the premises by or at the direction of DACA. (7) OPERATING AND MAINTENANCE COSTS: DACA will promptly pay when due any and all operating and maintenance costs for the premises, and the Town shall have no obligation or liability whatsoever for such costs or for any other cost or expense arising out of DACA's use and occupancy of the premises. (8) MAINTENANCE, REPAIR, AND COMPLIANCE WITH LAWS: DACA will make all necessary repair to the premises in good, clean, neat, orderly and safe condition and repair at all times. In addition, DACA will not permit any encroachment on any sidewalk or street area adjacent to the premises. Any and all cost or expense incurred by DACA in performing its obligations under this paragraph shall be the sole obligation of DACA and the Town shall have no liability or responsibility whatsoever for such costs. DACA shall comply with all the requirements of local, State and Federal law now or hereafter in force pertaining to the premises. 2 (9) SIGNS: No additional signs shall be placed upon the premises except with the express written consent of the Town. (10) INDEMNIFICATION: DACA hereby agrees to defend, hold harmless and indemnify the Town, and its members, officers, agents and employees of and from any and all claims, loss, damage, injury, actions, causes of action and liability of every kind, nature and description, directly or indirectly, arising from its tenancy its use of the premises, including, but not limited to: (a) bodily injury, death or property damage suffered or alleged to have been suffered by DACA or any of its agents, contractors, employees or invitees; (b) any approved alteration or improvement, repairs, operations and maintenance, and insurance. The foregoing agreement to defend, hold harmless, and indemnify shall enure to the benefit of the Town regardless of responsibility for negligence, except to the extent caused by the Town's active negligence or willful misconduct. The Town hereby agrees to defend, hold harmless and indemnify DACA and its members, officers, agents and employees of and from any or all liability of every kind, nature and description, directly or indirectly arising from the Town's use of the premises. (11) LIABILITY FOR LOSS OR DAMAGE: DACA shall be responsible for any and all loss or damage to the premises, for any alterations or improvements made thereon, and for any personal property situated thereon. This responsibility for loss or damage shall include, but is not limited to, loss or damage caused by water, fire, theft, vandalism and windstorm. (12) INSURANCE: DACA shall maintain in full force and effect during its tenancy comprehensive general liability and property damage insurance in the minimum amount stated below. Said insurance shall name the Town and its members, officers, agents and employees as additional insureds, and shall cover all legal liability for bodily injury, death and property damage which may arise out of the use and occupancy of the premises or any part thereof. The minimum limits are the following: Bodily Injury or Death Property Damage $1,000,000 per person $1,000,000 one occurrence (two or more persons) $1,000,000 or combined single limit for the foregoing of $2,000,000. Such insurance shall be procured and maintained by DACA at its sole cost and expense. DACA shall fumish the Town prior to occupancy of the premises a true copy of the policy of such insurance or a certificate evidencing such insurance, which certificate or policy, as the case may be, shall provide that at least thirty (30) days prior notice shall be given the Town before such insurance shall be cancelled or changed in any material way. (13) ASSIGNMENT AND SUBLETTING: DACA shall not assign this tenancy or sublet the premises without the express prior written consent of the Town. In the event of breach of this condition, the Town shall have full and immediate rights of re-entry and possession. DACA is allowed to charge a special use fee for special activities approved by the Town where the Gallery space is used by outside groups. DACA shall pay the Town 50% of the fees collected by DACA for non-DACA uses. DACA is prohibited from sub-leasing the Gallery for any uses exceeding five days. (14) PAYMENT OF ASSESSMENTS: DACA promises to pay promptly all lawful taxes, excises, licenses, permit fees, charges and assessments of whatever nature applicable and assessed to the operation of its business and the improvements of DACA on the demised premises. DACA agrees not to allow or suffer any lien to be imposed upon said demised premises or upon any equipment or personal property located thereon without promptly discharging the same. (15) COVENANT: DACA herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased, nor shall DACA, or any person claiming under or through DACA, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, occupancy, or employment of tenants, lessees, sublessees, subtenants, vendees, or employees in the premises herein leased. DACA shall include the foregoing provision in any assignment or sublease of the demised premises permitted hereunder. (16) SURRENDER OF PREMISES: DACA agrees to vacate said premises at any time within 120 days after receipt of a notice to do so from the Town. Upon vacating the premises, DACA shall remove any and all personal property located thereon and shall, in addition, remove any and all alterations and improvements made thereto, and will restore the premises to the condition thereof prior to DACA's occupancy of the same. The Town shall have the fight, without notice or liability, to dispose of in any manner it deems fit, any property left upon the premises after the DACA has vacated the same. (17) INELIGIBILITY FOR RELOCATION BENEFITS: It is agreed and understood that DACA is not eligible for any relocation payments or services by reason of this tenancy or upon vacation of the premises, 4 (18) ENTRY AND INSPECTION: The Town or its representatives may enter upon the premises at all reasonable times for purposes of inspecting the same, or making necessary repairs. The Town shall give reasonable notice to Gallery management prior to entry except in an emergency. After DACA sponsored events, the Tom will receive priority for use of the Gallery for Town sponsored events. The Town will use its best efforts to provide fourteen (14) days prior written notice to DACA if it intends to reserve the Gallery and will consult with the Gallery management as to the nature of the Town's intended use. No use fee will be charged for Town use. (19) DEFAULT: Upon violation of any of the terms or conditions of this lease by DACA, and the failure to remedy the same within 120 days after written notice from the Town, this lease may, at the option of the Town, be terminated immediately. The remedies of the Town shall not be exclusive, but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided for in this Agreement. (20) WAIVER: The Town's failure to take advantage of any default or breach of covenant on the part of DACA shall not be construed to be a waiver thereof. Acceptance of a partial payment of rent shall not be deemed a waiver of the Town's right to the full amount. A waiver by the Town of a particular breach of default shall not be deemed to be a waiver of any subsequent breach or default. (21) COST AND EXPENSES: DACA agrees to pay the Town all costs and expenses, including attomey's fees in a reasonable sum to be fixed by a court, in any action brought by the Town to recover any rent due and unpaid hereunder, or for the breach of any covenants or agreements contained in this rental agreement, or to recover possession of said property, whether such action progresses to judgment or not. (22) TERMINATION REQUIRED BY LAW: In the event use of the Premises is prohibited under state, federal or local law, Town shall have the option of terminating this lease upon five (5) days written notice to DACA. (23) NOTICES: Any notice, which either party is required to give, may be given by mailing the same, postage prepaid, to: Town of Danville Attn: Town Manager 510 La Gonda Way Danville, California 94526 DACA Attn: Vicky Richardson 233 Front Street Danvii!e, California 94526 (24) TIME: Time is of the essence of this Agreement. (25) ENTIRE AGREEMENT: The foregoing constitutes the entire Agreement between the parties and may be modified only by a writing signed by both parties. DATED: Danville Area Cultural Alliance DATED: Joseph A, Calabrigo, Town Manager