CDC - Item 4A - Rosemead Inn Hotel Operating AgreementE M 6
s
®v~
Q~Q
NC~PORATED \8y9
11*
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
STAFF REPORT
TO: THE HONORABLE CHAIRMAN AND COMMISSIONERS
FROM: OLIVER CHI, EXECUTIVE DIRECTOR &fZ-(~P
DATE: OCTOBER 14, 2008
SUBJECT: ROSEMEAD INN HOTEL OPERATING AGREEMENT
SUMMARY
On August 26, 2008, the Rosemead Community Development Commission selected
Rosemead Inn Hotel Partners, LLC as the operator for the Commission owned
Rosemead Inn Hotel. Attached to this report is the draft operating agreement
(Attachment A) between the Commission and the Rosemead Inn Hotel Partners, LLC
and includes the following deal points:
➢ Two year operating term (with an optional extension if mutually agreed upon by
both the Commission and the Rosemead Inn Hotel Partners, LLC); .
➢ The Commission may terminate the Agreement without just cause and without
penalty at any time upon giving at least sixty (60) days notice to the Operator;
➢ The Commission will contribute $100,000 towards the renovation of the hotel;
➢ The Operator must complete the renovation and open the hotel for business no
later than ninety (90) days from the day the agreement is executed;
➢ The Operator agrees to compensate the City 60% of any excess profits not less
than $6,000 per month during the first year of operation and 60% of any excess
profits not less than $10,000 per month during the second year of operation. It
should be noted that does not include any transient occupancy tax (TOT) which
is estimated to be an additional $50,000 per year.
Staff Recommendation
Staff recommends that the Community Development Commission authorize the
Executive Director to enter into an operating agreement with the Rosemead Inn Hotel
Partners, LLC to operate the Rosemead Inn Hotel.
ITEM NO, l~ A
APPROVED FOR CITY COUNCIL AGENDA: 0 '
0 •
Community Development Commission
October 14, 2008
Pace 2 of 2
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Submitt d b
Bria aeki
Assistant City Manager
Attachment A - Rosemead Inn Hotel Operating Agreement
• •
MANAGEMENT AGREEMENT FOR THE OPERATION
OF HOTEL ROSEMEAD
This MANAGEMENT AGREEMENT FOR THE OPERATION OF HOTEL
ROSEMEAD (the "Agreement") is entered into as of October 14, 2008 by and between
the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a California
redevelopment agency (the "Commission"), and ROSEMEAD INN HOTEL
PARTNERS, LLC, a California limited liability company (the "Operator"), who agree
as set forth in this Agreement. The Commission and the Operator are sometimes referred
to in this Agreement, individually, as a "Party", and collectively as the "Parties".
1. Recitals. This Agreement is made with reference to the following facts and
circumstances:
(a) The Commission is the owner of certain hotel facilities and related
improvements, including appurtenant parking areas, currently known as the Rosemead
Inn (collectively, the "Facilities"), and which Facilities are located at 8832 Glendon Way
in the City of Rosemead, California. The Facilities are not currently in operation.
(h) The Commission desires to engage the services of the Operator for the
purpose of renovating, equipping, rebranding and operating the Facilities on and subject
to the terms and conditions of this Agreement.
(c) The Operator represents that it is well qualified through its experience to
renovate, equip, rebrand, and operate the Facilities and is willing to do so on and subject
to the terms and conditions of this Agreement.
2. Appointment of The Operator; Acceptance. The Commission hereby appoints the
Operator, as an independent contractor, for the purpose of renovating, equipping,
rebranding and operating the Facilities in accordance with the terms and conditions of
this Agreement. The Operator represents that it has inspected the Facilities and is
familiar with them and the Operator hereby accepts its appointment by the Commission,
as an independent contractor, for the purpose of renovating, equipping, rebranding and
operating the Facilities in accordance with the terms and conditions of this Agreement.
3. Term• Extension. The term of this Agreement (the "Term") commences on the
Commencement Date (as defined in Section 4(c) below) and, unless extended or sooner
terminated as provided herein, expires on the second anniversary of the Commencement
Date. The Term of this Agreement is subject to extension for such additional period of
time and on the same or such other terms and conditions as may be mutually agreed upon
by the Commission and the Operator, each in its sole discretion.
(a) Termination Option. This Agreement may be terminated without just
cause and without penalty at any time at the option of the Commission upon the giving of
not less than sixty (60) days prior written notice of termination.
LA 948144325-0179 v3
• A
4. Renovation of Facilities. Following the execution of this Agreement by the
Parties, the Operator agrees to renovate and equip the Facilities for operation as a three
star-class hotel, and agrees to open the Facilities to the public, in accordance with the
following:
(a) Scope of Renovation. The Operator agrees to perform all renovation work
and to provide and install all fixtures, equipment, furnishings and supplies necessary for
the operation of the Facilities as a three star class hotel, including, without limitation,
performing the renovation work and providing and installing the fixtures, equipment,
furnishings and supplies as set forth on Exhibit A attached to this Agreement
(collectively, the "Renovation"). The Renovation is to be performed by duly licensed
and reputable contractors experienced in performing work of the nature involved in the
Renovation and is to be performed in a professional and workmanlike manner, using new
and used materials of good quality, and in compliance with all applicable laws,
ordinances, building permits, rules and regulations. Without limiting the foregoing, the
Operator acknowledges that prevailing wages must be paid in connection with the
Renovation and the Operator agrees to comply with all applicable provisions of the
California Labor Code in that regard, including, but not limited to, sections 1720 et seq.
and 1770 et seq.
(b) Approval of Plans. Prior to the commencement of the Renovation, the
Operator will provide to the Commission, for approval, plans and specifications for the
Renovation in such detail as the Commission may reasonably require. Approval of the
plans and specifications by the Commission will not be unreasonably withheld. The
Operator agrees to perform the Renovation in accordance with the plans and
specifications as so approved, except to the extent changes to the plans and specifications
are required in order to obtain necessary building permits and approvals.
(c) Completion of Renovation; Rebrandine. The Operator agrees to perform
and to complete the Renovation, and to open the Facilities for business to the public, by
no later than ninety (90) days from contract execution subject only to delays due to Force
Majeure Events as described in Section 20 (such date, as so extended, being the
"Commencement Date").
(d) Costs of Renovation. Except for the Commission's Contribution (as
defined in Section 4(e) below), all costs and expenses of the Renovation, including,
without limitation, architectural and engineering fees, insurance costs, permit fees, and
costs of labor, materials, fixtures, equipment, furnishings and supplies, shall be solely
borne by the Operator and the Commission shall have no liability whatever in connection
therewith. In performing the Renovation, the Operator agrees that it will expend not less
than the amounts set forth on Exhibit A for each of the items of work, fixtures,
equipment, furnishing and supplies set forth on Exhibit A; provided that, notwithstanding
the foregoing, if the Operator is able to perform an item of work or obtain items of
fixtures, equipment, furnishings or supplies for less than the corresponding amounts set
for on Exhibit A, then the Operator shall be entitled to expend such savings on other
LA #4814-0325-0179 Q 2
• 0
items set for on Exhibit A. The Operator agrees that it will keep accurate and complete
books and records reflecting all amounts expended in connection with the Renovation,
including the Commission's Contribution.
(e) Commission Contribution. The Commission agrees to contribute the
amount of One Hundred Thousand Dollars ($100,000) towards payment of the costs and
expenses of the Renovation (the "Commission's Contribution"), and except as provided
below in this Section, the Commission's Contribution shall only be used for such
purpose. The Commission's Contribution shall be disbursed to the Operator as follows:
Fifty Thousand Dollars ($50,000) within seven (7) days following the execution of this
Agreement by the Parties; and, Fifty Thousand Dollars ($50,000) upon the issuance by
the City of Rosemead of necessary building permits and approvals for the Renovation.
Within fifteen (15) days following the completion of the Renovation, the Operator agrees
to provide to the Commission a detailed accounting showing the expenditures. for which
the Commission's Contribution was used, together with supporting invoices, bills or
other evidences of payment, and the unexpended balance, if any, of the Commission's
Contribution. Upon request by the Commission, the Operator will permit duly authorized
representatives of the Commission to review and inspect the Operator's books and
records required to be maintained under Section 4(d). If there is an unexpended balance
of the Commission's Contribution, such balance is to be deposited into the Operating
Account (as defined in Section 8(a), below) and used toward the payment of the expenses
of managing and operating the Facilities.
5. Rebrandine. The Facilities are to be opened to the public and operated under the
name "Hotel Rosemead", and the Operator agrees to take all such actions as may be
necessary to enable the Facilities to be opened and operated under that name. The Parties
acknowledge that proper signage for the Facilities is critical in order to take advantage of
the location of the Facilities and their income generation potential. Subject to applicable
laws, ordinances, rules and regulations, the Commission agrees to use its good faith
efforts to assist the Operator in securing freeway signage for the Facilities facing
Interstate 10 and parking lot signage on the adjacent Levitz's property.
6. Operational Duties. During the Term of this Agreement, the Operator agrees to
undertake and perform to the best of its abilities the day to day operation and
management of the Facilities as a three star - class hotel and for the purpose of
maximizing the public's use of the Facilities and the profits received by the Commission
and the Operator therefrom. The Operator agrees to operate and manage the Facilities in
an efficient, cost-effective and professional manner and in accordance with procedures
and practices followed by other three star -class hotel the Operators in Los Angeles
County, California and the terms of this Agreement. Without limiting the foregoing, the
Operator's duties in this regard will include, without limitation:
(a) Management. Administrative services, including, without limitation,
operational management and oversight, human resources management (including,
without limitation, employee supervision, hiring, discharge and discipline), and the
provision of necessary and appropriate security services.
LA 1{48144325-0179 v3 3
(b) Maintenance. Maintenance and repair (including the making of necessary
replacements) of the Facilities in a first-class, clean and safe condition acceptable to the
Commission, in its reasonable discretion, at all times.
(c) Services and Utilities. Arranging for the provision of all services and
utilities necessary for the efficient operation and maintenance of the Facilities and the
comfort and convenience of guests, including, without limitation, water, electricity, gas,
telephone, internet access, cable or satellite television, laundry facilities, pool cleaning,
window cleaning and rubbish removal.
(d) Taxes. The timely filing of all applicable tax returns and reports,
including, without limitation, income, franchise, sales tax and transient occupancy tax
returns and reports, and the timely payment and remittance of all taxes which are due and
owing.
(e) Accounting. Accounting and bookkeeping services, including, without
limitation, payroll, accounts receivable and accounts payable services and the preparation
of financial statements, revenue forecasts and budgets as required by this Agreement.
(f) Marketing. The promotion and marketing to the public of the Facilities as
a convenient and desirable lodging location and for the purpose of attempting to insure
the financial and operating success of the Facilities.
7. Operating Budget. Except as otherwise provided in this Agreement, the Operator
will not be required to expend its own funds in performing its duties under this
Agreement. Rather, all expenses of operating and managing the Facilities are intended to
be paid for from the revenues generated from the operation of the Facilities. Within sixty
(60) days following the execution of this Agreement by the parties, the Operator will
provide to the Commission for the Commission's approval a reasonably detailed
proposed operating budget (the "Proposed Operating Budget") for the Facilities. The
Proposed Operating Budget will show projected revenues and expenses on a monthly
basis, together with proposed room rates, for the first year of the Term. Upon approval
by the Commission, which approval will not be unreasonably withheld, the Proposed
Operating Budget will constitute the "Approved Operating Budget" for the first year of
the Term. Thereafter, not less than thirty (30) days prior to the end of each succeeding
year of the Term, the Operator will provide the Commission for the Commission's
approval a Proposed Operating Budget for the next ensuring year of the Term showing
projected revenues and expenses on a monthly basis, together with proposed room rates,
for such year. Upon approval by the Commission, which approval will not be
unreasonably withheld, such Proposed Operating Budget will constitute the Approved
Operating Budget for such next ensuing year of the Term.
8. Receipts and Disbursements. The Operator's receipt and disbursement of funds
and revenues relating to the Facilities will be in accordance with the following:
LA #4814-0325-0179 0 4
• •
(a) Operating Account. All funds and revenues collected or received in
connection with or attributable to the operation of the Facilities are to be promptly
deposited into a separate bank account established and maintained with a bank mutually
acceptable to the Parties and whose deposits are insured by the Federal Deposit Insurance
Corporation (the "Operating Account"). All funds in the Operating Account are the
property of the Commission and are held in trust and managed for the Commission by the
Operator. No payments from the Operating Account are to be made unless made in
accordance with this Agreement.
(b) Disbursements. The Operator is only authorized to disburse the funds and
revenues deposited in the Operating Account for the payment of the expenses of
managing and operating the Facilities as provided in this Agreement and in accordance
with the Approved Operating Budget, and for no other purpose.
(c) Accountings. On or before the fifteenth (15th) day of each month, the
Operator agrees to provide the Commission with a written income and expense report for
the immediately preceding month that shows a summary of all funds and revenues
received and a summary of all operating expenses incurred. The report shall also include
a comparison of actual revenues and expenses to date with the Approved Operating
Budget, and shall be accompanied by a reconciliation between the bank account and the
check register. After review of this information, the Commission may request, and the
Operator shall promptly provide, reasonable additional reports which detail previous
transactions.
(d) Shortfalls. If at any time the amounts on deposit in the Operating Account
are insufficient to cover the expenses of operating the Facilities, the Operator shall
advance its own funds to pay for such deficiency. The Operator shall also notify the
Commission of the existence and amount of the deficiency and shall promptly provide
any and all financial and accounting information reasonably requested by the
Commission to document the deficiency. In addition, the Parties shall promptly meet and
confer regarding the reason(s) for the deficiency and the expected duration thereof. Any
amounts advanced by the Operator under this Section 8(d) will be treated as expenses of
operating and managing the Facilities and will be reimbursable to the Operator from
excess revenues, if any, in the Operating Account prior to the payment of the
Commission Share and the Operator Share pursuant to Section 11.
9. Books and Records. The Operator agrees to keep accurate and complete books
and records of account of all receipts and disbursements respecting the operating and
management of the Facilities in accordance with generally accepted accounting
principles. These books and records are to show all income and expenditures, accounts
payable, accounts receivable, payroll expense, available cash, and other assets and
liabilities pertaining to the Facilities. These books and records are to be kept throughout
the Term of this Agreement and for a period of 2 years following its expiration or
termination. The Commission may, at any time during the Operator's normal business
hours and either in person or through a representative, inspect all records and supporting
and related documentation kept by the Operator relating to the management and operation
LA #4814-4325-0179 v3 5
• •
of the Facilities, including, without limitation, checks, bills, vouchers, statements, cash
receipts, bank account records, and correspondence. The Commission may, at its own
expense, have an audit made of all account books and records connected with the
management and operation of the Facilities.
10. Meetings. Representatives of the Commission and the Operator shall meet once
in each calendar quarter and at such other times as may be reasonably necessary for the
purpose of reviewing the monthly financial reports submitted by the Operator, reviewing
the Operator's performance under this Agreement, and discussing any other matters
relating to the operation of the Facilities.
11. Management Fee. If the operation of the Facilities results in the actual receipt of
revenues during a given calendar quarter (or portion thereof, if any, at the beginning or
end of the Term of this Agreement) in excess of expenses incurred for that calendar
quarter (or portion thereof), the Operator will provide the Commission with a report
detailing such excess (which report may be a part of the report provided for in Section
8(c) above). Within fifteen (15) days following receipt of such report, and unless the
Commission in good faith questions the accuracy of such report, the Operator shall pay
sixty percent (60%) of the amount of such excess to the Commission (the "Commission
Share") and forty percent (40%) of the amount of such excess to the Operator (the
"Operator Share") by means of disbursements from the Operating Account. The
Operator acknowledges and agrees that payment to the Operator of the Operator Share, if
any, constitutes, and will be accepted by the Operator as, the sole and total compensation
to the Operator for its services under this Agreement.
12. Independent Contractor: Operator Employees. The Commission and the Operator
acknowledge and agree that this Agreement establishes and constitutes only a
management agreement between the Parties, that the Parties are not joint venturers or
partners, and that the Operator is not and is not to be deemed to be an employee of the
Commission. The Operator shall at all times be an independent contractor. The Operator
shall hire, discharge, supervise and pay all personnel necessary for the management and
operation of the Facilities and all such personnel shall be the servants or employees of the
Operator and not of the Commission. Except to the extent provided for in the Approved
Operating Budget, the Operator shall pay from its own funds without reimbursement
from the Commission all salaries, wages and fringe benefits and all local, state and
federal taxes (including, without limitation, Social Security taxes, unemployment
insurance and withholding taxes) applicable to such servants and employees. The
Operator shall have sole responsibility for the preparation and filing of all tax and other
returns required under applicable federal, state or local laws, regulations and ordinances
governing employment and for otherwise complying with the applicable requirements of
such laws, regulations and ordinances.
13. Compliance With Law:' Covenant Against Liens. The Operator will keep and
maintain all licenses and permits necessary for the operation and management of the
Facilities and the performance of its duties under this Agreement and will operate and
manage the Facilities in compliance with all applicable laws, ordinances, rules and
LA H48144325-0179 v3 6
regulations, including, without limitation, health and safety laws and the Americans with
Disabilities Act. The Operator shall at all times keep the Facilities and the Commission's
title thereto free and clear of all liens and claims, including for labor or materials supplied
or claimed to have been supplied to the Facilities in connection with the Renovation or
later work. In the event of the filing of any such lien, the Operator shall give the
Commission prompt notice thereof and shall secure in a prompt and diligent manner (and
in any event within ten (10) days after becoming aware of the filing of any lien) the
release of the same by bonding or other appropriate means. If the Operator shall desire to
contest any claim of lien, it shall furnish the Cotmnission, at the Commission's election,
adequate security of the value or in the amount of the claim, plus estimated costs, or a
bond of a responsible corporate surety in such amount conditioned on the discharge of the
lien, and shall thereafter prosecute such contest with due diligence and in good faith. If a
final judgment establishing the validity or existence of a lien for any amount is entered,
the Operator shall pay and satisfy the same.
14. Insurance. As a part of the expenses provided for in the Approved Operating
Budget, the Operator will keep and maintain the following types of insurance:
(a) A policy of comprehensive general liability insurance respecting the
Facilities in the amount of not less than $5,000,000 per occurrence insuring against
claims of bodily injury, death and property damage, and a policy of all-risk extended
coverage insurance covering all risks of physical loss or damage to the Facilities, with
liability limits of not less than ninety percent (90%) of the replacement cost of the same
and including coverage for fire, sprinkler damage, vandalism and malicious mischief .
The Commission will be named as an additional insured on each such policy. Each such
policy shall be written by an insurer admitted in the State of California and reasonably
acceptable to the Commission and shall contain a waiver of subrogation provision and
other terms and provision reasonably acceptable to the Commission.
(b) A policy of worker's compensation insurance as required by law.
(c) A fidelity bond in the principal sum of $1,000,000, and otherwise in form
and substance and written by a surety reasonably satisfactory to the Commission, to
protect the Commission against the misapplication of funds by the Operator and its
employees, agents and servants.
(d) Such other types of insurance as the Commission may reasonably require.
15. General Indemnity. The Operator abvees to indemnify, protect, defend (by
counsel reasonably satisfactory to the Commission) and hold the Commission and its
officials, officers, agents and employees (the "Indemnified Parties") harmless from and
against all claims, losses, liabilities, damages, actions, judgment, costs and expenses
(including reasonable attorneys' fees and expenses) arising out of (a) the negligence or
willful misconduct of the Operator, its officers, agents, contractors, servants and
employees in or about the Facilities or in managing and operating the Facilities, or (b) the
LA H48144325-0179 v3 7
• 0
default by the Operator in the performance of its obligations under this Agreement. This
provisions of this Section shall survive the expiration or termination of this Agreement.
16. Hazardous Materials; Hazardous Materials Indemnity.,
(a) No Representations. The Commission makes no representations or
warranties of any kind or nature respecting the presence or absence of any Hazardous
Materials (as defined in Section 16(b) below) in, on, under or about the Facilities, and in
performing the Renovation, the Operator accepts the Facilities in their "AS-IS, WITH
ALL FAULTS" condition and assumes all responsibility and obligation for any required
remediation or abatement of Hazardous Materials required as a result of the Renovation.
In performing the Renovation and its other obligations under this Agreement, the
Operator agrees that it will not use, store on the Facilities, or bring or release onto the
Facilities, any Hazardous Materials, except is strict accordance with all applicable laws,
ordinances, rules and regulations.
(b) Hazardous Material Indemnity. Without limiting the , Operator's
obligations of indemnity under Section 15, the Operator agrees to indemnify, protect,
defend (by counsel reasonably satisfactory to the Commission) and hold harmless the
Indemnified Parties from and against any and all claims, actions, damages, losses, liabilities,
judgments, costs and expenses (including reasonable attorneys' fees and costs), and
including, without limitation, all foreseeable and unforeseeable consequential damages,
which the Indemnified Parties, or any of them, may suffer or incur directly or indirectly
arising out of or connected with (a) the use, generation, storage, disposal, release or
threatened release of Hazardous Materials in, on, under or about the Facilities due to the acts
or omissions of the Operator, its employees, servants, contractors or agents, (b) any required
or necessary repair, cleanup or detoxification and the preparation of any closure or other
required plans, whether such action is required or necessary prior to or following the
Commencement Date of the term of this Lease, to the full extent that such action is
attributable, directly or indirectly, to the presence, use, generation, storage, disposal, release
or threatened release of Hazardous Materials in, on, under or about the Facilities due to the
acts or omissions of the Operator, its employees, servants, contractors or agents. As used
herein, "Hazardous Materials" means (1) any flammable explosives, radioactive materials,
asbestos, PCB's, hazardous wastes, toxic substances or related materials, including, without
limitation, all substances, wastes, pollutants and contaminants now or hereafter included
within such (or any similar) term under any federal, state or local statute, ordinance, code,
rule or regulation now existing or hereafter enacted or amended. The provisions of this
Section shall survive the expiration or termination of this Agreement.
17. Termination. Without limiting the right of the Commission to terminate this
Agreement pursuant to Section 3(a), this Agreement may be terminated as follows:
(a) For Cause. If either Party to this Agreement defaults in the performance
of it obligations under this Agreement, the other Party may give written notice of such
default to the defaulting party. If the defaulting Party fails to cure such default within
five (5) days following receipt of such notice in the case of a monetary default, or fails to
LA #48144325-0179 v3 8
•
cure such default within a reasonable time (not to exceed thirty (30) days) after receipt of
such notice in the case of a non-monetary default, then the non-defaulting Party may
terminate this Agreement upon the giving of written notice of termination. The non-
defaulting Party's right to terminate this Agreement as provided in this Section 17(a)
shall be in addition to any other right or remedies available to the non-defaulting Party.
(b) Without Cause. The Commission shall have the right to terminate this
Agreement at any time and without cause or penalty if. (i) the Commission Share (as
defined in Section 11 above, on an annualized basis, does not equal or exceed six
Thousand Dollars ($6,000) per month during the first year of the Term of this Agreement
or Ten Thousand Dollars (S 10,000) per month during the second year of the Term of this
Agreement, or (ii) the Board of the Commission finds and determines that the purposes
for which the Commission was formed are more appropriately furthered by utilization of
the Facilities, or the property on which the Facilities are located, for a purpose other than
that contemplated by this Agreement, or (iii) there is a deficiency in the Operating
Account as provided in Section 8(d). Termination pursuant to clause (i) or (ii) of this
Section 17(b) shall be effective upon the giving of not less than thirty (30) days prior
written notice by the Commission to the Operator, and termination pursuant to clause (iii)
of this Section 17(b) shall be effective on the date specified in a written notice of
termination given by the Commission to the Operator. If this Agreement is terminated
pursuant to this Section 17(b), the Parties shall cooperate with one another in promptly
shutting down the operation of the Facilities, in transferring to the Commission the
records, or copies thereof, relating to the operation and management of the Facilities, in
settling any financial obligations between the Parties, and in otherwise winding up the
business which was being conducted at the Facilities.
18. Notices. All notices, requests, demands and other communications required or
permitted to be given under the terms of this Agreement by one Party to the other shall be
in writing addressed to the recipient Party's Notice Address set forth below and shall be
deemed to have been duly given or made (a) if delivered personally (including by
commercial courier or delivery service) to the Party's Notice Address, then as of the date
delivered (or if delivery is refused, on presentation), or (b) if mailed by certified mail to
the Party's Notice Address, postage prepaid and return receipt requested, then at the time
received at the Party's Notice Address as evidenced by the return receipt, or (c) if mailed
by first class mail to the Party's Notice address, postage prepaid, then on the third (3rd)
business day following deposit in the United States Mail. Any Party may change its
Notice Address by a notice given in the foregoing form and manner. The Notice
Addresses of the Parties are:
LA 1148144325-0179 v3 9
•
C
If to the Commission: Rosemead Community Development Commission
8838 East Valley Boulevard
Rosemead, California 91770
Attention: Executive Director
With copy to: Joseph M. Montes, Esq.
Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
Los Angeles, California 90071
If to the Operator: Rosemead Inn Hotel Partners LLC
16388 East Colima Road, Suite 206
Hacienda Heights, California 91745
Attention: Ahmed M. Seirafi
19. Commission Representative. The Commission's representative with respect to
this Agreement is the City Manager of the City of Rosemead or his authorized designee
(the "Commission Representative"). Whenever this Agreement requires the consent of
the Commission to a matter, the Commission Representative is authorized to give such
consent and the Operator shall be entitled to rely thereon. The Commission may by
written notice given to the Operator at any time designate another City or Commission
official or officials as the Commission Representative(s).
20. Force Maieure. Any prevention, delay or stoppage due to strike, lockouts, labor
disputes, acts of God, inability to obtain labor or materials or reasonable substitutes
therefor, failure of power, governmental restrictions, judicial orders, riots, insurrection,
enemy or hostile governmental action, civil commotion, terrorism, fire or other casualty,
and other reason of a similar or dissimilar nature beyond the reasonable control of the
Party obligated to. perform, shall excuse the performance by such Party for a period equal
to any such prevention, delay or stoppage and the period for the performance of any act
shall be extended for the period of the delay. The provisions of this Section shall not,
however, operate to extend the Term. Delays or failure to perform resulting from lack or
insufficiency of funds shall not be deemed delays. beyond the reasonable control of a
Party.
21. Other Terms.
(a) This Agreement is to be governed by and construed in accordance with the
internal laws of the State of California, without regard to principles of conflicts of laws.
(b) No term or provision of this Agreement may be amended, altered, modified
or waived orally or by a course of conduct, but only by an instrument in writing signed by a
duly authorized officer or representative of the Party against which enforcement of such
amendment, alteration, modification or waiver is sought. Any amendment, alteration,
modification or waiver shall be for such period and subject to such conditions as shall be
LA 94814-43254)179 v3 10
• •
specified in the written instrument effecting the same. Any waiver shall be effective only in
the specific instance and for the specific purpose for which given.
(c) The section headings in this Agreement are for convenience of reference
only and are not to be referred to in construing or interpreting this Agreement. The
recitals to this Agreement, and all exhibits referred to in this Agreement, are a part of this
Agreement.
(d) The invalidity or unenforceability of any term or provision of this
Agreement shall not affect the validity or enforceability of any other term or provision of
this Agreement all of which shall remain in full force and effect.
(e) This Agreement may be executed in counterparts, each of which is an
original but all of which together constitute but one and the same instrument. Any
signature page of this Agreement may be detached from any counterpart and re-attached
to any other counterpart of this Agreement which is identical in form hereto but having
attached to it one or more additional signature pages.
(f) The Operator understands and agrees that this Agreement and all
information provided to or obtained by the Commission under it may be or become
subject to public inspection and/or reproduction as public records.
The Parties have caused this Agreement to be duly executed by their respective
duly authorized officers or agents as of the date first set forth above.
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION,
a California redevelopment agency
ROSEMEAD INN HOTEL PARTNERS
LLC,
a California limited liability company
By
Print Name
Its Executive Director
ATTEST:
Commission Secretary
By
Print Name & Title
LA #4814-4325-0179 v3
•
APPROVED AS TO FORM:
Joseph M. Montes,
Commission Counsel
•
LA #48144325-0179 v3 _ 12
0
EXHIBIT "A"
Exterior
0
WORK, FIXTURES, EQUPMENT, FURNISHINGS AND SUPPLIES
AND RELATED COSTS FORMING A PART OF THE RENOVATION
Landscape
Power Wash and Paint
Sinage
Patch/ Re pair/M isc/
Pool/new deck
Parking Lot
Front door focus pt.
Misc.
Remove/trash Canopy
Relocate entrance
Patio / Pool Furniture
Description
Budget Length
$
2,000.00 150
$
15,000.00
$
8,000.00
$
3,500.00
$
5,500.00
$
2,000.00
$
5,000.00
$
580.00
$
3,000.00
$
1,200.00
80.00
Subtotal 45,7
Interior Description Budget
LOBBY Furninshing
$
3,000.00
Focus pt. lighting
$
1,500.00
Paint and theme for reception an
$
4,000.00
Misc.
$
1,500.00
Elevator
$
700.00
Sound/speaker
$
800.00
00.00
Subtotal 11's
Hallway
Carpet $ -
Paint $ 4,500.00
Lighting $ 2,400.00
00.00
Subtotal 6,9
Width
100
length width
150 5
Rooms unit 53
Sand and paint Doors $ 75.00 $ 3,975.00
Paint $ 320.00 $ 16,960.00
Carpeting $ 600.00 200 sq.ft $ 31,800.00
A-1
0
Restroom
Light and exhaust fans
$
175.00
Faucets
$
200.00
A/C service
$
50.00
Refinish Curtains
$
80.00
Sand popcorn ceiling.
$
50.00
Subtotal:
$
1,550.00
Furnishing
subtotal
Operations
Marketing
Sub total
T.VS 1 $ 100.00
Liens/towels
$
200.00
Pillows
$
300.00
Lamps
$
100.00
Desk
$
150.00
Bed Frame (250 single, 400 dou
$
375.00
Mattress (500 s, 800 double)
$
625.00
Drawers
$
150.00
Nightstands
$
80.00
Rug
$
100.00
Duvet/comforter 300s, 500 d
$
450.00
Mirror
$
40.00
Decor/ Misc.
$
145.00
Uniforms
$
1,000.00
Robe for Rooms
$
800.00
Slippers
$
400.00
POS System / Computer
$
1,250.00
Cameras
$
1,500.00
Bell Cart
$
250.00
Hotel misc,.shampoo, etc.
$
1,500.00
Name Tags
$
500.00
Wifi Service
$
1,500.00
Website I $ 1,000.00
•
$
9,275.00
$
10,600.00
$
2,650.00
$
4,240.00
$
2,650.00
$ 82,150.00
$
10,600.00
$
15,900.00
$
5,300.00
$
7,950.00
$
19,875.00
$
33,125.00
$
7,950.00
$
4,240.00
$
5,300.00
$
23,850.00
$
2,120.00
$
7,685.00
A-2
•
Ext.
$
45,780.00
Lobby
$
11,500.00
Hallway
$
6,900.00
Rooms
$
82,150.00
Furnishing
$
149,195.00
Operations & marketing
$
9,700.00
Grand total
$
305,225.00
A-3