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HomeMy WebLinkAboutAGMT - Seal Beach Historical Society (Red Car)November 13, 2020 Mrs. Marie Antos Mr. Charles Antos Seal Beach Historical Society P.O. Box 152 Seal Beach, CA 90740 RE: Seal Beach Historical Society Lease with the City of Seal Beach Dear Mr. and Mrs. Antos: The City Council and the residents of the City of Seal Beach appreciate all the work the Seal Beach Historical Society ("SBHS") has done over many years to accumulate and preserve relics that help bring to life the rich history of our City. Most specifically, we thank you and SBHS for the long-standing efforts to try to preserve the historic Pacific Electric "Red Car" currently located on the Green Belt. In recent years, however, it has become apparent to the City, and to many in the community, that the physical condition of the Red Car has deteriorated so much that it is currently unusable as a community resource. The City wants to help preserve the Red Car in its current location in a condition that, combined with the City's preserved "Blue House," will provide a unique window into the history of Seal Beach for all to enjoy. However, we believe that the steps necessary to repair and preserve the Red Car for the benefit of the community, and the costs of those steps, are now so extensive that they appear to be beyond what SBHS currently can provide. Therefore, the City believes that significant changes are necessary to accomplish what we assume is also SBHS' preservation goal. We are willing to continue the current lease agreement with SBHS only if SBHS agrees in an amendment to the existing lease to make the following changes: 1. SBHS amends its corporate bylaws and controlling documents, as well as its corporate management practices to provide for the following: a. The membership will appoint a working Board of Directors made up of at least 5 members from throughout the Seal Beach community. No member of the Board of Directors may be related by blood or marriage to any other member of the Board. A representative of the City shall be appointed as an ex officio member of the Board. b. There will be no approval required for membership in SBHS, and any person who pays the annual membership dues shall become a member. C. SBHS will timely file all required corporate documents, including IRS tax documents. d. SBHS will hold an annual meeting, open to its members, and provide annual financial and program reporting to the members, subject to approval by the Board of Directors. 2. SBHS will undertake annual fundraising efforts and commit to spending a mutually agreeable amount each year on maintenance and repairs of the Red Car. The City will permit and support the fundraising efforts necessary to hold fundraising events on the Greenbelt or adjacent City property each year. Although a special event permit may be required for such fundraising events, the City will waive any permit fees and provide, at City expense, special event insurance coverage for each event. 3. As soon as practicable after raising the necessary funds, SBHS will rehabilitate the Red Car completely and, thereafter, maintain it in a condition suitable for public viewing and tours in the opinion of the City's Building Official. If necessary, the City will engage and pay for a historic resources consultant to provide a report on the condition of the Red Car and necessary repairs and preservation. SBHC will cooperate in the preparation of such report and provide the consultant with access to the Red Ca r. 4. Once rehabilitation is complete, the City will pay for and install an improvement necessary, in the discretion of the City's Building Official, to meet the accessibility requirements of the ADA and State law, if such access is feasible. S. The City will waive permit fees applicable to the rehabilitation work. 6. Once rehabilitation is complete, and when safe to do so, SBHC will allow public access to the Red Car through docent -supervised tours on a regular basis, and as often as practical. The condition of the Red Car is deteriorating so significantly that it is in danger of becoming a public nuisance and a liability concern to the City. If SBHS is not willing to make these changes in the very near future for the benefit of the community, and to ensure that a community resource is preserved, we see no path forward where the Red Car can remain on City property. In that event, we will have no choice but to recommend that the City Council take action to terminate the lease between the City and SBHS and direct that the Red Car be removed. Nobody wants that to happen, and we have proposed reasonable steps above to prevent it. In the alternative, we take seriously Mrs. Antos' apparent suggestion recently in the Sun Newspaper that perhaps another entity should take ownership of the Red Car and preserve it. The City is willing to do so if the City and SBHS could agree on that alternative. We are willing to explore the City's acquisition of the Red Car from the SBHS to relieve SBHS of the future cost of maintaining this asset. In so doing, we would be willing to reimburse SBHS' documented Costs of maintaining and repairing the Red Car over the past 5 years. In consideration, the City would commit to establishing a Seal Beach Historical Resources non-profit corporation to own, preserve, and provide public access to historic resources such as the Red Car, the Blue House, and other resources that document the history of this area. Such a corporation would be established by the City, with an initial financial contribution by the City and a separate Board of Directors. As required by applicable law, this Board of Directors would comply with the Brown Act so that discussions and actions would occur in open and public meetings. We want to reiterate the City's respect and appreciation for the work the SBHS has done already, and our willingness to work together to preserve this important community resource. But the status quo is no longer acceptable, and we feel strongly that the changes proposed above are necessary for us to keep working together. We would appreciate your written response to this letter not later than December 10, 2020. Thank you for your consideration. Sincerely, Schelly Sustarsic Mayor cc: City Council �R44v""4 Joe Kalmick Mayor pro Tem Q*L (A. 1.4, Jill R. Ingram City Manager AGREEMENT THIS AGREEMENT is made and entered into this 0 day of October, 2015, by and between THE CITY OF SEAL BEACH, hereinafter referred to as "City," and the SEAL BEACH HISTORICAL SOCIETY, a California corporation, hereinafter referred to as "Society." WITNESSETH WHEREAS, Society is a nonprofit corporation interested in the accumulation, preservation, and restoration of historical artifacts representing the City's past history; and WHEREAS, City recognizes the need to accumulate and preserve these artifacts for future citizens of the City of Seal Beach; and WHEREAS, Society owns an original Pacific Electric railroad car that has become a historical focal point for the community. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed by and between the parties hereto as follows: 1. This Agreement supersedes that certain agreement between parties (with the City of Seal Beach now the legal Successor Agency to the dissolved Seal Beach Redevelopment Agency) dated October 27, 1981 pertaining to the same subject matter. 2. The term of this Agreement shall be for a period of one year commencing on October 1, 2015 and shall be renewed automatically for a one year term each year thereafter unless terminated earlier. Either party may cancel this Agreement upon thirty (30) days prior written notice to the other party. 3. City hereby leases to Society the portion of the City of Seal Beach Greenbelt now occupied by the railroad car as well as a portion of the adjacent area ( "the Site ") as shown on Exhibit A, attached hereto and incorporated herein by this reference, at an annual lease fee of one dollar ($1.00) per year, payable in advance. 4. Society shall control and regulate ingress to and egress from the Site and all of Society's activities within the Site, except that Society shall have no right to exclude any person from using the public sidewalk that traverses the Site. 5. Society shall restrict all vehicular access to the Site except for the loading and unloading of supplies. 6. The uses of the Site may include museum showings, concerts, art shows, and other similar activities including fund raising functions. All activities conducted on the Site shall comply with the ordinances of the City of Seal Beach and any applications for permits for activities as required by such ordinances shall be completed and submitted to City by Society in advance. 7. Society shall hold harmless and indemnify City against any and all obligations or liabilities whatsoever arising out of Society's use or possession of the Site. Society shall obtain and maintain at all rimes during the term of this Agreement public liability and property damage insurance protecting Society in amounts not less than $1,000,000.00 for personal injury to any one person, $1,000,000.00 for injuries arising out of any one occurrence, and $500,000.00 for property damage. Said insurance shall name City, its officers, agents and employees as additional named insured parties, and shall not be cancellable nor shall the coverage be reduced without a thirty (30) day prior written notice to City. Society shall file and maintain on file with City at all times during the term of this Agreement a current copy or certificate of said insurance. 8. Society shall maintain the Site in a neat and orderly condition so that the activities thereon will have a minimum impact on adjacent properties to the satisfaction of City. 9. City shall maintain the landscaped area within and adjacent to the Site. City may, in its sole discretion, control the use of areas adjacent to the Site and may repair, replace and/or extend the public sidewalk on the Site. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SEAL BEACH HISTORICAL SOCIETY, THE CITY OF SEAL BEACH a California corporation By: By: resident Ellery Deaton, Mayor ATTEST: Y: Secretary; By: n City Clerlc'?���9E�21y in By: ._._ raig A. S eele, City Attorney qlwow,qqw, A- 1 Ilk `, ljp°r I I AGREEMENT S AGREEMENT is made and entered into this4::;;' day of r , 1981, by and between THE REDEVELOPMENT AGENCY OF SEAL BEACH, hereinafter referred to as "Agency," and SEAL BEACH HISTORICAL SOCIETY, a California corporation, hereinafter referred to as "Society." WITNESSETH WHEREAS, Society is a nonprofit corporation interested in the accumulation, preservation, and restora- tion of historical artifacts representing the City's past history; and WHEREAS, Agency recognizes the need to accumulate and preserve these artifacts for future citizens of the City of Seal Beach; and WHEREAS, Society has obtained an original Pacific Electric railroad car which has become a historical focal point for the community. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed by and between the parties hereto as follows: 1. The term of this Agreement shall be for a period of one year commencing on October 1, 1981 and shall be renewed automatically for a one year term each year there- after. Either party may cancel this Agreement upon thirty (30) days prior written notice to the other party. 2. Agency shall lease to Society the portion of the Pacific Electric Right of Way now occupied by the railroad car as well as a portion of the adjacent area ("the site") as shown on Exhibit A, attached hereto, at an annual fee of one dollar ($1.00) per year, payable in advance. 3. Society shall control and regulate ingress to and egress from the site and all activities within the site. 4. Society shall restrict all vehicular access to the site except for the loading and unloading of supplies. 5. The uses of the site shall include museum showings, concerts, art shows, and other similar activities including fund raising functions. All activities conducted on the site shall comply with the ordinances 6f the City of Seal Beach and any applications for activities required by such ordinances shall be completed and submitted by Society. 6. Society shall hold harmless and indemnify Agency against any and all obligations or liabilities whatso- ever arising out of Society's use or possession of the site. Society shall obtain and maintain at all times during the term of this Agreement public liability and property damage insur- ance protecting Society in amounts not less than $1,000,000.00 for personal injury to any one person, $1,000,000.00 for injuries arising out of any one occurrence, and $500,000.00 for property damage. Said insurance shall name Agency and the City of Seal Beach as additional insured parties and shall not be cancellable nor shall the coverage be reduced without a thirty (30) day prior written notice to Agency. Society shall file and maintain on file with Agency at all times during the term of this Agreement a copy or certificate of said insurance. 7. Society shall maintain the site in a neat and orderly condition so that the activities thereon will have a minimum impact on adjacent developments to the satisfaction of Agency. ORM S. Agency shall maintain the landscaped area within and adjacent to the site. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SEAL BEACH HISTORICAL SOCIETY, a California corporation By-, -President By: Secretary -3- THE REDEVELOPMENT AGENCY OF SEAL BEACH Chairman AT ST B etary By: Exec ve rector car as well as a portion of the adjacent area ( "tne site") as