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HomeMy WebLinkAboutItem NJune 10, 2002 Ms. Kim Masoner, Executive Director Seal Beach Chamber of Commerce 201 — 8t° Street Seal Beach, California 90740 Dear Kim, Forwarded for the records of the Chamber is a fully executed copy of the Office Lease Agreement between the City of Seal Beach and the Seal Beach Chamber of Commerce for office space in the City owned building located at 201 — 8N Street. The Amendment was approved by the City Council at their regular meeting of March 25`°. My apology for not getting this to you in a more timely manner. Very truly yours, Joanne M. Yeo, City Clerk City of Seal Beach Encl. AGENDA REPORT DATE: March 25, 2002 TO: Honorable Mayor and City Council THRU: Jdhn B. Bahorski, City Manager FROM: June Yotsuya, ACM SUBJECT: OFFICE LEASE AGREEMENT BETWEEN CITY OF SEAL BEACH AND SEAL BEACH CHAMBER OF CONIMERCE SUMMARY OF REQUEST City Council to consider for approval an office lease agreement between City of Seal Beach and Seal Beach Chamber of Commerce. In August 2001, the City of Seal Beach reacquired the Old City Hall building located at 201 Eighth Street by purchasing the leasehold interest from California Historic Properties. As partt of this acquisition, the City gained lease tenant agreements for office space in the building. In addition, the City recently contracted with a property management company, Bancap Investment Group, to provide property management services for City owned property, including this building. At present, the Seal Beach Chamber of Commerce rents tenant space on Main Street in Seal Beach. As directed by City Council during last year's budget session, City staff has been working with Bancap and the Chamber of Commerce to identify office space at the Old City Hall building for the chamber's use. The Chamber of Commerce would like to relocate to 201 Eighth Street, Suite 120. An adjacent tenant has been using the office space for storage based on a verbal month -to -month agreement with the previous owner. This office would suit the Cbamber's need because it has immediate outside access through a side entrance. The Seal Beach Chamber of Commerce provides public benefit to the City of Seal Beach through its business and community involvement. It regularly coordinates beach cleanups, promotes activities that enhance businesses and attracts visitors and residents to Seal Beach's Old Town area, City pier and beach. To promote a positive working environment between the City and the Chamber, to have them physically in closer proximity to City Hall and to the mutual benefit of both entities, the following agreement proposes to lease office space to the Chamber of Commerce under the following terms of agreement. The City would lease office space at the Old City Hall building to the Seal Beach Chamber of Commerce for a period of five years for a total sum of $5.00 ($1.00 a year). In exchange for the current lease value Agenda Item /Y/ March 25, 2002 City Council Agenda Report — Seal Beach Chamber of Commerce Office Lease Agreement Page 2 of said office space, the Seal Beach Chamber of Commerce shall provide in -kind community and business service support that will be of public benefit for the City of Seal Beach. Under this agreement, the Chamber of Commerce will be responsible for its share of common area maintenance and operating expenses and shall pay for all pro rata share of gas, electricity, water, sewers an other public utility services supplied to the premises during the term of the lease as such charges become due and payable. FISCAL IMPACT By executing this agreement, the City would not receive current lease value for the proposed office space but, instead, would receive the value of in -]rind services from the Chamber of Commerce through its business and community activities, volunteerism and goodwill. It is recommended that the City Council consider for approval an office lease agreement between the City of Seal Beach and the Seal Beach Chamber of Commerce for a period of five years from April 1, 2002 to March 31, 2007, renewable for an additional period of years as may be mutually agreed upon between the City and the Chamber of Commerce. 7 otsuya VtM NOTED AND PROVED: 0 6 /)Z'----' John B. B rslti, City Manager OFFICE LEASE AGREEMENT BY AND BETWEEN CITY OF SEAL BEACH AND SEAL BEACH CHAMBER OF COMMERCE This lease is made this day of March, 2002, by and between the CITY OF SEAL BEACH, a municipal corporation (hereinafter referred to as "Lessor"), and the SEAL BEACH CHAMBER OF COMMERCE, a non - profit, mutual benefit corporation (hereinafter referred to as "Lessee "). - WHEREAS, Lessor is the owner of that certain real property located in the City of Seal Beach, County of Orange, State of California, commonly known as 201 Eighth Street and now referenced as Old City Hall building, as legally described on Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); and WHEREAS, Lessor and Lessee desire to enter into a lease agreement for use of certain building office space on the Property, referred to as Suite 120; and WHEREAS, said building office space will be used as the site of the Seal Beach Chamber of Commerce; and WHEREAS, the Seal Beach Chamber of Commerce is an organization incorporated and existing for the purpose of serving its members and the general 'public of the City of Seal Beach; and WHEREAS, the location of the office of the Seal Beach Chamber of Commerce at said Old City Hall building is of benefit to the parties: NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the parties hereto agree as follows: 1. Lessor hereby leases to Lessee and Lessee leases from Lessor that certain office space in the Old City Hall building on the Property, as shown in Exhibit "B" attached hereto and incorporated by reference herein and referenced as 201 Eighth Street, Suite 120, Seal Beach, California (the "Premises "). 2. The term of this lease shall be for a period of five (5) years commencing upon April 1, 2002 and expiring on March 31, 2007; provided, however, it is the intention of the parties that said lease may be renewed for an additional period of years and upon terms and conditions as may be mutually agreed upon between said parties. 3. Lessee shall pay to Lessor for the rights granted hereunder the sum of one dollar ($1.00) per year, for a sum of five dollars ($5.00) to be paid upon the execution of this lease. 4. In exchange for the current lease value of the Premises, the Lessee shall provide community and business service support that will be of public benefit for the City of Seal Beach. 5. The Premises shall be used only for the activities and business conducted by the Seal Beach Chamber of Commerce. In the event Premises is used for any other purpose or use, or in the event Premises remains vacant or unused by Lessee for a period of one hundred eighty (180) consecutive days, Lessor, at its option, may terminate this lease and take possession of the Premises without further notice to Lessee. 6. Lessee shall not damage the Premises or the Property or make any alterations, changes or additions in or to the Premises or the Property, without the written consent of the Lessor first being obtained. No signs shall be placed on the interior or exterior of the Property unless the written approval of the Lessor is first obtained. Lessor's consent or approval, in each instance, may be withheld by Lessor in its sole and absolute discretion. 7. Lessee shall maintain the Premises in a good, safe, neat and sanitary condition to the satisfaction of the Lessor and shall contribute to maintaining the common areas of the Property in good condition and repair. 8. During the term of this lease, Lessee shall procure and keep in force, at its sole cost and expense, commercial general liability insurance in the aggregate amount of One Million Dollars ($1,000,000.00) written by a reliable insurance company authorized to do business in the State of California. Said policy shall provide that the Lessor is an additional insured thereunder and that said policy shall be primary to any other policy of the Lessor. Lessee shall furnish to Lessor, upon or prior to execution of this lease, a certificate of such insurance and shall be notified at least thirty (30) days prior to cancellation, reduction in scope or amount of coverage, or any other modification of said policy. 9. During the term of this lease, Lessee shall procure and keep in force, at its sole cost and expense, a policy insuring loss or damage to all of Lessee's personal property, fixtures, equipment, utility installations and tenant improvements in, on, or about the Premises in an amount equal to one hundred percent (100 %) of their replacement value, and proceeds from such insurance shall be used by Lessee for the replacement of such personal property and the restoration of such fixtures, equipment, utility installations and tenant improvements located on the Premises. 10. Lessee shall pay its pro rata share of common area maintenance and operating expenses and shall pay its pro rata share of all gas, electricity, water, sewer and other public utility services supplied to the Premises during the term of this lease as such charges become due and payable. If any payment is not received within ten (10) days after the due date, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal to ten percent (10 %) of the amount of the overdue payment. 11. If Lessee uses or consumes utilities or services after building hours or in amounts that are appreciably in excess of that which Lessor reasonably determines are average for tenants of the Property, Lessee shall reimburse Lessor for the cost of such excess consumption immediately upon receipt of demand thereof. 12. Lessor shall not be obligated to provide any parking for Lessee. Lessee shall not have the right to use any parking area on the Property, but shall make its own arrangements with the City of Seal Beach, by separate agreement outside of this lease, for use of City public or permit lots. 13. Lessee covenants and agrees with Lessor that Lessor shall not be liable for any injuries or damages to person or property from any cause whatsoever by reason of the use, occupation, control or enjoyment of the Premises and /or the Property by Lessee, Lessee's agents, employees or representatives, or any person invited, suffered or permitted by Lessee to go or be upon the Premises or the Property. Lessee shall indemnify, defend and save Lessor harmless from and against any and all liability, losses, penalties, causes of action, damages, expenses (including attorneys' fees) and judgments whatsoever on account of such injuries or damages. The indemnity provisions contained herein shall survive the expiration or earlier termination of this lease. 14. Lessee shall not assign, convey, hypothecate or otherwise transfer, by operation of law or otherwise, its interest in whole or in part in this lease or sublet all or any portion of the Premises. Any transfer in violation of this section shall be void ab initio and shall be of no force or effect, and shall constitute a breach of this lease by Lessee. 15. In the event of a breach by Lessee of any of the terms, covenants or conditions contained herein, Lessor, at its option, may give Lessee a thirty (30) day written notice to correct such breach. In the event Lessee fails to correct such breach within said thirty (30) day period. Lessor without further notice or process of law may declare this lease terminated and all of Lessee's rights hereunder terminated. And thereupon, all of Lessee's rights and interests in the Premises shall immediately terminate and be of no further force or effect. 16. Lessee may terminate this lease at any time during its term by giving sixty (60) days prior written notice to Lessor. 17. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party hereunder shall be in writing and shall be deemed given as of the time of hand delivery to the addresses set forth below, on the next business day after delivery by a nationally recognized overnight delivery service, or three (3) days after deposit into the United States mail, postage prepaid, by registered or certified mail, return receipt requested. Unless notice of a different address has been given in accordance with this section, all such notices shall be addressed as follows: To Lessor: City of Seal Beach 211 81" Street Seal Beach, California 90740 Attention: City Clerk To Lessee: Seal Beach Chamber of Commerce 201 81" Street, Suite 120 Seal Beach, California 90740 Attention: Executive Director 18. Except as provided herein, this lease may be amended, or modified only by the written agreement of the parties hereto. 19. In the event any legal or equitable action or proceeding is instituted between the parties hereto seeking enforcement or interpretation of any of the terms or provisions of this lease, the prevailing party in such action shall be entitled to have and to recover from the other party all of the prevailing party's costs of suit, including but not limited to actual attorneys' fees awarded by the court. 20. No waiver of breach of any of the covenants, agreements, restrictions, or conditions of this lease by Lessor shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this lease. No delay or omission of Lessor in exercising any right, power or remedy herein provided in the event of default shall be construed as a waiver thereof, or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than is herein provided be construed as a waiver of, or a variation of, any of the terms of this lease. Lessor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Lessor's consent or approval of any subsequent act by Lessee. 21. This lease shall be governed by the laws of the State of California. The captions of the various sections of this lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this lease or of any part or parts of this lease. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the neuter, and each includes corporation, partnership, or other legal entity whenever the context so requires. The singular number includes the plural whenever the context so requires. The term "days" as used in this Lease shall refer to calendar days, unless specified otherwise. 22. This lease constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Lessor and Lessee hereby acknowledge that they have neither made nor accepted any other promise or obligation with respect to the subject matter of this lease. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statements, law or custom to the contrary notwithstanding. The failure or refusal of either party to inspect the Premises, to read this lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. Each party represents and warrants that it has the power and authority to enter into and carry out the provisions of this lease. 23. Time is of the essence hereunder. 24. Nothing in this lease shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent, partnership, joint venture, or any other association between Lessor and Lessee other than the relationship described herein. 25. Lessee warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this lease, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 26. Each and every provision of this lease is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this lease or the application thereof shall to any extent be held to be invalid or unenforceable as determined by a court of competent jurisdiction, the remainder of this lease, or the application of such term or provision to circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected hereby, and each term and provision of this lease shall be valid and shall be enforced to the extent permitted by law. 27. This lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this lease, facsimile signatures shall be deemed to be original signatures, and shall be followed by the immediate overnight delivery of original signature pages. IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed as of the day and year first above written. LESSOR: CITY OF SEAL BEACH By:� M r ATTEST: By: %City Clerk APPROVED AS TO FORM: By:,�2- � 13a4-s� City Attorney LESSEE: SEAL BEACH CHAMBER OF COMMERCE By: Executive Director STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this _ day of 2002, before me a notary public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Signature: (Seal) Notary Public STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this _ day of 2002, before me a notary public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his /her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Signature: (Seal) Notary Public Exhibit "A" Legal Description of Property Being those portions of Lots 1,3,5 and 7, and Block 107 of Bay City Map in the City of Seal Beach, County of Orange, State of California, recorded in Book 3, Page 19 of miscellaneous maps, records of Orange County, more particularly described as follows: Beginning at the southeast comer of said Lot 1; Thence, northeasterly 87 feet along the easterly line of sid Lots 1,3,5 and 7, said easterly lot line also being the westerly line of So street, to a point of intersection with the easterly prolongation of the exterior face of the northerly wall of the old City Hall building constructed in 1929; Thence, northwesterly perpendicular to said 8� Street, along the exterior face of said wall and its prolongation, 58.3 feet; Thence, northeasterly, parallel to 8' Street, 10.7 feet; Thence, northwesterly, perpendicular to 80 Street, 59.2 feet, to the westerly line of said Lots 1,35 and 7; Thence, southwesterly 97.7 feet along said westerly line to the southwest comer of Lot 1; Thence, southeasterly 117.5 feet along the southerly line of Lot 1 to the point of beginning. 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