HomeMy WebLinkAboutCC Res 3240 1983-02-28
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RESOLUTION NUMCER ;r~~~
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEAL BEACH APPROVING A LICENSE AGREEMENT BETWEEN
DOLLAR BUSINESS CENTRE (ROSSMOOR BUSINESS CENTER)
AND THE CITY OF SEAL BEACH CONCERNING NORTH SEAL
BEACH COMMUNITY CENTER AND COMMON AREAS.
WHEREAS.
the City of Seal Beach entered into a lease dated March
6. 1967 with the Rossmoor Business Center concerning
lease of the North Seal Beach Community Center and
associated common area uses and changes; and
the City is in the process of purchasing the North Seal
Beach Community Center; and
a new agreement is necessary due to purchase of the North
Seal Beach Community Center.
NOW. THEREFORE. BE IT RESOLVED that the City Council does hereby
approve the agreement attached hereto as Exhibit "A".
WHEREAS.
WHEREAS.
PASSED. APPROVED and ADOPTED :J,Jhe Seal Beach ~council at a
meeting thereof held on the "" day of "hA,u~ ~
1983 by the following vote: ~
AYES: COuncilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ATTEST:
\ ,. (\. J
1',;)..QiJfl.1.. V~ OtAA J'A~t_~
Mayor '!
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Resolution Number ;J2, ~t::)
REVOCABLE LICENSE AGREEMENT
This Agreement is entered into as of this
day of March, 1983, by and ,between Dollar Business
Centre Incorporated, a California corporation (here-
inafter "Seller-) and the City of Seal Beach, a Char-
tered City and Municipal corporation (hereinafter the
"City-) with reference to the following facts:
A. Seller and City entered into that certain
lease dated as of the sixth day of March, 1967 (herein-
after the -Lease-), pursuant to which Seller leased to
City the land described in the description and set forth
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on the accompanying map attached hereto as Exhibit A,
together with the building subsequently built thereon
(such land and the building thereon hereinafter indiv~-
dually and collectively referred to as the -Premises-)~
B. City has, pursuant to the Lease, exercised
its opt1on to purchase the Premises, and has purchased
the Premises for its use as a Community Center.
In consideration of the mutual covenants and
agreements herein contained, Seller and City hereby
agree as follows:
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1. Definitions. As used in this License:
(a) The term "business center" shall mean
the area and facilities referred to as the Rossmoor
Business Center in Article I of the Lease, as such area
and facilities have heretofore been or may hereafter be
changed, modified, altered, increased or reduced from
time to time.
(b) The term "collllllOn area" shall mean
all areas and facilities within the exterior boundaries,
from time to time, of the business center not held for
or appropriated to the occupancy of business center
tenants. It shall include, by way of specification and
not limitation, all parking areas, sidewalks, malls,
planted areas, public rest-rooms, maintenance buildings
and space, but shall exclude areas and facilities held
for or appropriated to gasoline service stations or
automobile wash racks.
(c) The term "Landlord" shall mean Seller
or such other individual or individuals, entity or
partnership as shall at the time in question own and/or
operate the business center.
(d) The term "parking area" shall include
vehicle parking spaces, driveways, accessways, ingress
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and egress, streets, rights of way, and any other areas
within the business center upon which automobiles and
other vehicles can be driven or parked.
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(e) The phrase "personal and non-assignable"
when used herein with respect to this License shall mean
that this License shall inure to the benefit of City, or
(1) in the event that City shall be consolidated with
any other city or cities, pursuant to law, then the
successor city by virtue of such. consolidation, or (2) a
public agency having power or authority to operate and
manage the Premises which is an agency or instrumental-
ity of City or such successor city, or (J) a public
agency created by a joint power agreement to which City
is a contracting party and by which City grants to such
public agency the power or authority to operate anli
manage the Premises, but shall not inure to the benefit
of, or be assignable to, or exercisable by, any other
person, firm, corporation or entity whatsoever, by
operation of law or otherwise, and whether directly or
indirectly, in any manner whatsoever.
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(f) The term "store building" shall mean any
building in the business center containing a store or
stores in which merchandise or services are sold,
exclusive of any buildings or space under lease as a
gasoline service station or automobile wash rack.
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(g) The term "vacant space" shall mean
the floor area within a store building or buildJ.ngs
available for rent but not occupied by a business center
tenant.
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(h) The term "business center tenant"
shall mean a person occupying a store building or other
space in the business center for the purpose of selling
merchandise or services under a lease with Landlord,
exclusive of a person operating a gasoline service
station or an automobile wash rack.
(i) The term "floor area," including the
use of that term in connection with the Premises, means
the aggregate of:
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(1) The actual number of gross
square feet of floor space, including
balconies, basement space and sub-
terranean areas, within the exterior
faces of the exterior walls (except
party and interior walls, in which
case the center thereof instead of
the exterior faces shall be used) of
all floors in the Premises and the
store buildings, plus (unless the
phrase "of store buildings" is used
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specifications and not by way of limitations: all
maintenance, construction and replacements reasonably
required to preserve and maintain the appearance and
utility of the common area in good order and condition
and even though of a capital nature, replacing or
redoing or re-installing any part or portion or all of
the common area7 reasonable compensation of the agents,
servants and employees of and all independent contrac-
tors hired by Landlord for supervising, managing,
maintaining, operatinq, repairing and protecting the
common area or any part or portion thereof7 policinq,
security protection, traffic direction, landscaping,
maintenance and supplies incidental thereto7 all pre-
miums on public liability and property damage insurance
carried by Landlord in connection with or covering the
common area and City or any or all of the tenants of the
business center7 all costs of utilities utilized in
connection with said common area, includinq, but not
limited to, maintenance of liqhting facilities and storm
drainage systems pertinent thereto 7 all taxes (real and
personal), assessments (general or special), and similar
levies (general, special, ordinary or extraordinary) of
any type, nature, kind or description whatsoever which
may be fixed, charged, levied, assessed or otherwise
imposed upon or aqainst said common area7 every cost and
expense and charge of every type, nature, kind or
description whatsoever incurred, created or paid by
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after the term "floor area");
(2) The actual number of square feet
of any selling area, if any, outside
of store buildings, used for the sale
of merchandise or services by a
business center tenant.
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The term "floor area II shall not include any
vacant space which has not theretofore been occupied by
a business center tenant, any loading area or accommo-
,;
dation area, multi-level or other parking facility area,
or employees' parking area. It is intended hereby that
the term "floor area" refers to gross floor area and not
net floor area allocated to any business center tenant,
and no deduction shall be made from "floor area" com-
puted under the foregoing definition by reason of
columns, stairs, escalators, elevators, conveyors, or
other interior construction or equipment. A determin-
ation by Landlord's architect shall be conclusive as to
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the number of square feet of "floor area" in each
instance in which a determination thereof shall be
required under the provisions of this License.
(j) The term "operating cost" is defined as
and includes, the total costs and expenses of maintain-
ing and operating the common area, including, by way of
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Landlord in the maintaining, preserving, replacing, and
operatJ..ng of the common area. Landlord shall be the
sole judge, in its absolute and arbitrary discretion, of
what is reasonably necessary or proper for the mainten-
ance, preserving, replacing and operating of said common
area. All thereof shall be a part of the .operating
cost".
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2. Designation and Size of Licensed Area.
The Licensed Area shall be such area, comprised of up to
but not exceeding thirty-five (35) parking spaces in the
parking area of the business center, as Landlord shall
from time to time designate by notice hereunder; pro-
vided that in designating the Licensed Area, Landlord
shall duly take into account the reasonable convenience
of City's permittees and invitees in using the Premises.
It is understood and agreed that for the time being and
until changed by Landlord in accordance herewith, the
Licensed Area shall be that area, comprised of up to but
not exceeding thirty-five (35) parking spaces, in the
parking area located generally north of the Premises and
west of the hardware store, and outlined in red on the
map of such general portion of the business center
attached hereto as Exhibit B.
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3. License to Use. The covenants and oblig-
ations of Landlord under this Paragraph 3 of this
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License are upon the conditions, and subject to limit-
ations and the rights reserved, each constituting a
condition subsequent to the covenants and obligations of
Landlord, as hereinafter in Paragraph 7 of this License
provided.
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Subject to the foregoing, Seller hereby grants
to City, for the use and benefit of City, and City's
officers, directors, agents, servants, employees,
suppliers, concessionaires, invitees and permittees,
(such persons and entities hereinafter referred to as
"City's permitteesD), a non-exclusive, in-common,
revocable, personal and non-assignable license (herein-
after the DLicense") (al to park automobiles in the
Licensed Area, and (b) to have ingress to and egress
from the Premises on and over the common area, in ea~h
case while and only while engaging in their functions
for City at the Premises or engaging in activities or
attending functions permitted by City at the Premises.
Said License is and shall be in common with Landlord and
all tenants of the business center, their and each of
their employees, sublessees, licensees, agents, service
suppliers, customers and patrons (inviteesl, now and
hereafter existing, upon however the conditions, pre-
cedent and subsequent, that said use shall be in accor-
dance with and subject to the rules and regulations now
and hereafter made and promulgated by Landlord.
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Landlord reserves and shall have the right to
make and promulgate, and change from time to time,
reasonable rules and regulations for, governing, limit-
ing and restricting the use and the right to use the
common area, including the Licensed Area, and the
License granted to City, provided that such rules and
regulations are consistent with the License granted to
the City hereunder.
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Landlord at all times during the term and
existence of the License shall have the sole and
exclusive control of the common area, including the
Licensed Area, and may at any time and from time to
time exclude, restrain or limit any person from the use
or occupancy thereof, excepting only, however, City and
City's Permittees engaged in the bona fide use of the
same in accordance with this License, and in accordance
with the said rules and regulations.
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City shall comply and shall cause City's
Permittees, and each and every and all thereof, to
comply with the said rules and regulations and cooperate
with Landlord and all other tenants, now and hereafter,
of the business center to the end: that the common area
be used and maintained in a uniform, clean and efficient
manner 1 and be kept free and clear of any and all
obstructions created or permitted by City or City's
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Permittees or resulting from City's operations or the
operations or activities of any of the foregoing; and
that said common area, including the Licensed Area, be
used to its highest, best and beneficial use by and for
all of the tenants now and hereafter of the business
center.
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If, in the opinion of Landlord, City or City's
Permittees, or unauthorized persons claiming by, through
or under City, or otherwise, are using any portion of
the common area, including the Licensed Area, or any
portion thereof, in an unauthorized manner, City, upon
demand of Landlord, shall take appropriate action and
proceedings to remove or restrain all such unauthorized
persons or prevent all such unauthorized uses. Nothing
herein shall affect the right of Landlord at any time to
remove or restrain such unauthorized persons or to
prevent the common area, including the Licensed Area,
from being used in an unauthorized manner.
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4. Contribution by City. City shall pay
Landlord for the "License to Use" the common area, for
each calendar year during the term of the License, a sum
arrived at by multiplying the total operating cost of
the common area for said year by a fraction having as
its numerator the "floor area" of the Premises and as
its denominator the total Rfloor areaR of the business
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center plus that of the Premises, which sum shall be
payable as follows:
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(a) On the first day of each and every
calendar month during the term of this License, City
shall pay Landlord on account of City's proportionate
share of the operating costs of the common area, the sum
of One Hundred Sixty Dollars ($160.00). Landlord may
adjust the amount of such monthly installments at the
end of any calendar year, on the basis of Landlord's
experience during such year, as reasonably anticipated
common area operating costs, provided, however, that
City shall not be required to pay in any calendar year
monthly installments greater than one-twelfth (1/12) of
City's proportionate share of the common area operating
costs for the calendar year just completed increased by
fifteen per cent (15%).
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(b) Within ten (10) days after receipt of
Landlord's annual statement (as provided in Paragraph 5
hereinafter), City shall pay Landlord the deficiency, if
any, shown on said annual statement, between City's
proportionate share of the total operating cost for the
year just completed and the actual payments made by the
City to Landlord pursuant to (a) above. If said annual
statement shows that City's payments pursuant to (a)
above exceed City's proportionate share of said oper-
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ating cost, Landlord shall refund such excess therewith,
or, at Landlord r s option, credit such excess against
payments next thereafter to become due Landlord from
City under (a) above.
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If City defaults in making any payments
required hereunder, Landlord may, in addition to any
other remedies hereunder or as provided by law or in
equity, deny City and City's Permittees the right to use
any part or all of the common area and may withhold all
privileges herein granted so long as City remains in
such default. City shall be liable only for City's
proportionate share of the operating costs of the common
area and shall not be liable for the share of any
business center tenant with respect thereto. In the
event of any vacant space arising after completion of
any store building and the initial occupancy of such
space by a business center tenant, Landlord shall, to
the extent that any of the common area is allocable to
said vacant space, bear the portion of the operating
costs allocable to such vacant space during the period
of such vacancy. If such vacancy is for less than a
calendar year, Landlord's obligations in this regard
shall be adjusted pro rata.
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s. Landlord's Annual Statement and Records.
Within thirty (30) days after the conclusion of each
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calendar year, Landlord shall furnish City with a
statement, certified as correct by an authorized employ-
ee of Landlord, showing, for the calendar year just
completed, the total operating cost of the common area,
the amount of City's proportionate share of said operat-
ing cost and the monthly payments made by City pursuant
to Paragraph 4(a) above. The deficiency or excess shown
on said statement with regard to City's obligations to
contribute its proportionate share of the operating cost
of the common area shall be adjusted in accordance with
the provisions of Paragraph 4(b) above. Landlord shall
keep a separate account covering the operating cost of
the common area, and the statements to City required
herein shall accurately reflect said operating cost.
Said account records of Landlord shall be retained and
preserved for,a period of at least 12 months after the
expiration of each calendar year to which they apply.
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6. Public Liability Insurance. Landlord
shall procure and maintain a policy of comprehens1ve
public liability insurance with limits of not less than
$200,000.00 as to anyone person, and $500,000.00 as to
anyone accident, and $50,000.00 as to property damage.
The insurer thereof shall be an insurance company or
companies, qualified to issue such policies wi thin the
State of California. The insureds thereunder shall be
Landlord and City and each, every and all of the
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tenants now and hereafter of the business center.
Landlord shall, upon request of City supply or cause it
to be supplied with a certificate of said insurance.
As long as Landlord procures and maintains the
aforedescribed policy of comprehensive public liability
insurance, Landlord shall have no further or other
obl~gation or liability or duty to City by reason of any
claim or demand or obligation or liability or cause or
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cause of action asserted or claimed or filed or main-
tained by any user, authorized or not, of the common
area, including, by way of specification and not limit-
ation, any of City's Permittees. City does hereby waive
and release and discharge Landlord of and from any and
every obligation, liability or duty which it may at any
time hereafter assert with respect to any such claim or
demand or obligation or liability including any rights
under Civil Code Section 1542.
7. Riqhts Reserved to Landlord. In addition
to all other rights herein reserved to Landlord, Land-
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lord has and shall have the right in Landlord's sole and
absolute discretion to:
(a) Determine the nature, size, extent
and location of the common area; whether the same shall
be surface, underground and/or multi-deck; to at any
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t1me and from time to time, make such changes in the
physical character, size, location, layout and operation
of the common area as Landlord may deem advisable in the
future development of the business center, including,
but not limited to, the locating and relocating of
driveways, entrances, exits, the direction and flow of
traffic, number of vehicle parking spaces, the instal-
lation of prohibited areas and other changes to the
parking area and common area in general. The common
area as shown or delineated on any plot plan at any
time, heretofore or hereafter, used or filed or issued
by Landlord, was, is and shall be only tentative and
illustrative in nature. It was, is and shall not be a
representation or agreement of or as to nor constitute a
permanent delineation of the common area. The common
area was, is and shall be subject to change in accord-
ance herewith. Portions thereof may be used for addi-
tional store buildings or other structures or for any
other purposes whatsoever and entirely; and
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(b) To establish, and from time to time to
change, alter, amend, and enforce against City and other
users of the common area such reasonable rules and
regulations promulgated' in writing, and notice thereof
given to City as provided hereinafter, as may be deemed
by Landlord reasonably necessary and advisable for the
proper and efficient operation and maintenance of the
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common area and the business center. The rules and
regulations herein provided shall include, without being
limited to, the hours which the common area shall be
open for use. City shall conform to and abide by all
such rules and regulations in its use, and the use of
City's Permittees, provided however, that all such rules
and regulations and other matters affecting City's
Permittees (other than any such rules or regulations
enforcing the confinement of City I S Permittees to the
Licensed Area) shall apply equally without discretion to
all persons entitled to use the common area. City shall
be deemed to have agreed to any such rules and regul-
ations when a copy thereof is mailed to City in accord-
ance with the procedure for mailing notices; and
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(c) To designate at any time and from time to
time, by written notice to City certain parts or sec-
tions within the common area, or other available areas
outside the common area (but not more than one eighth
(1/8th) mile distance from the nearest boundary of the
common area) for use as parking space by City and City's
Permittees. In that event, City shall require such
persons to use only such designated space. It is
further understood and agreed that should it become
necessary, at Landlord's sole and absolute discretion,
to have the persons specified herein park in some area
outside the common area, Landlord shall have the right
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to charge all of said persons a nominal charge for such
parking; provided, however, that the charge made to said
persons shall be equal to the charge made to the employ-
ees of Landlord and of all other business center
tenants.
8. Term. The License granted to Buyer
hereunder shall continue so long as all of the follow-
ing conditions are met:
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(a) City shall use the Premises solely
for a Community and Recreation Building for the use of
the residents of City and/or the adjacent area for the
purpose of conducting therein and therefrom Town Meet-
ings, Civic Organization Meetings, Community Youth
Activities, Veteran Organization Meetings, and other
customary community uses of a non-commercial nature and
for no other purpose or purposes whatsoever without the
prior written consent of Landlord. City's assessment of
user charges to cover clean-up and supervision costs and
similar items of expense incidental to community meet-
ings or activities shall not be deemed to be commercial
in nature. City shall not use the Premises for, nor
conduct therein, any manufacturing or wholesale or
retail business, nor manufacture thereon or use the
Premises to supply any other facility or building or
function of City.
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lb) The property currently within the
bus~ness center and reasonably convenient to the Pre-
mises shall continue to be used principally as a retail
shopping center; and
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lcl Landlord shall remain obligated under
its then existing leases or agreements to its then
ten~nts as lessee's of retail sales space in the busi-
ness center to provide automobile parking sufficient to
fulfill the requirements of this License in an area of
the existing business center property reasonably con-
venient to the Premises.
Should any of the above conditions cease to
exist, the License granted to City hereunder shall
thereupon terminate. However, notwi thstanding the
foregoing, the City shall not be deprived of adequate
access to the Premises under any circumstances.
9. Indemnification of Landlord and Public
Liability Insurance.
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la) Indemnification. City shall forever
indemnify and save harmless Landlord of and from any and
all claims, demands, obligations, liabilities, cause or
causes of action whatsoever, even though groundless,
including reasonable costs and attorneys' fees if
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Landlord be made a party to any action to which City's
indemnity runs hereunder, by reason of any claimed
injury to the person or property of any kind whatsoever
of City or City's Permittees from any cause or cause
whatsoever (except City shall not be required to in-
demnify Landlord for damage or injury occasioned by the
acts or omissions of Landlord) while in, or upon, or in
any way connected with the Premises, the common area or
the approaches thereto or the appurtenances thereof.
City hereby waives any rights of subrogation it may
have, if any, against Landlord as a result of any
happening covered herein.
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(b) Public Liabilitv Insurance. In
addition to, and independently of the provisions of (a)
above, City shall, at City's sole cost and expense,
procure and maintain in full force and effect du~ing the
term of this License, comprehensive public liability
insurance with limits of not less than Two Hundred
Thousand ($200,000) Dollars for anyone personal injury,
Five Hundred Thousand ($500,000) Dollars for anyone
accident, and Fifty Thousand ($50,000) Dollars for
property damage, and shall cause Landlord to be an
addi tional named insured thereunder. Landlord under-
stands and agrees that City is self-insured for the
first $25,000.00 of liability. The insurance spec1fied
in the preceding sentence shall specifically insure the
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performance by City of the indemnity agreement contained
in (a) above. In the event that at any time during the
term of this License Landlord deems the limits of any of
the foregoing insurance requirements insufficient,
Landlord shall have the right, to be exercised reasona-
bly, to alter or amend the limitations on the amounts
provided herein and City agrees to obtain coverage in
such increased amounts as Landlord may from time to time
specify.
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(c) Policy Form. All policies of
insurance required by this License to be procured and
maintained by City shall:
(i) Be written by companies autho-
rized to do business in the State of
California, and rated "triple A" or
better in Best' s Insurance Reports;
and
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(ii) Contain an endorsement requir-
ing thirty (30) days written notice
to Landlord prior to cancellation or
change in the coverage, scope or
amount of such policy or policies f
and
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(iii) City waives all rights of
subrogation, if any, which the City
or insurer or insurers might other-
wise have against Landlord.
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A full, true and correct copy of all policies
required by this License to be procured and maintained
by City or a certificate of insurance in the case of
blanket coverage, shall promptly be delivered to Land-
lord marked "premium paid" by the company or agency
issuing the same, or accompanied by other evidence
satisfactory to Landlord that the premiums thereon have
been paid, and thereafter a similar such copy or certi-
ficate (including evidence satisfactory to Landlord that
the premium has been paid) shall be delivered to Land-
lord not less than ten (10) days prior to the expiration
of any then current policy. In the event that City
chooses to deliver a certificate of insurance in com-
pliance with the preceding sentence, each such certi-
ficate shall contain the provisions required in sub-
paragraphs (ii) through (iv) above.
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10. City shall not assign, mortgage, pledge
or otherwise encumber or hypothecate or affect City's
License or rights hereunder in any manner or to any
extent inconsistent with the personal and non-assignable
character thereof. Any act or attempt to do so (volun-
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tarily or involuntarily, by operation of law or other-
wise) shall be null and void.
11. Assiqnment or Sale by Landlord. The term
"Landlord" as used in this License, so far as covenants,
conditions or obligations on the part of Landlord are
concerned, shall be limited to mean, include and desig-
nate only the owner or owners at the time in question of
the fee of the business center; and in the event of any
transfer or transfers of the title to such fee, Landlord
herein named (and in case of any subsequent transfers or
conveyances, the then grantor), shall be automatically
freed and relieved, from and after the date of such
transfer or conveyance, of all personal obligation or
liability as respects the performance of any covenants
or conditions or obligations on the part of Landlord
contained in this License thereafter to be performed;
provided only, that any such transfer shall be in good
faith and the transferee shall agree to assume all the
obligations of Landlord hereunder, it being intended
hereby that the covenants, conditions, obligations and
liabJ.lities contained in this License on the part of
Landlord shall, subject as aforesaid, be binding on
Landlord, his successors and assigns only during and in
respect of their respective successive periods of
ownership.
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12. Subordination by City. Landlord reserves
the right, at its option and declaration, to place liens
and encumbrances on and against the business center or
any part or portion thereof, superior in lien and effect
to this Licenser provided, however, that Landlord shall
use reasonable efforts to procure such lienor or encum-
brancer to agree for the benefit of City that, in the
event of foreclosure under any such lien or encumbrance,
this License will not be disturbed or affected and shall
remain in full force and effect as long as City be not
in default hereunder.
Should Landlord exercise its right in accor-
dance with the preceding sentence, this License is and
shall be, subject, subordinate and inferior to the lien
and estate of any such liens and encumbrances, and to
any and all advances made or to be made thereunder, and
to the interest thereon, and to all renewals, extensions
and replacements thereof.
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City shall, upon the written request of
Landlord execute and deliver any and all instruments as
may be requested from time to time to subordinate the
rights and interests of City under this License to the
lien of any such lien or encumbrance at any time placed
on any of Landlord's property within the business
center, including, but not limited to, such agreement of
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subordination of whatsoever covenants or conditions as
shall be designated by the title company issuing any
policy of title insurance insuring the lien, estate and
the effect of said lien or encumbrance.
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13. Notices. Any notice, demand, objection,
statement or other communication which either party
hereto is required or desires to give or to make here-
under upon the other or upon any third party shall be in
writing and shall be given or made by United States
registered or certified (return receipt requested) mail,
addressed in case of the Landlord to Rossmoor Business
Center, 12121 Seal Beach Blvd., Seal Beach, California
90740; and addressed in the case of the City to City of
Seal Beach, 211 8th Street, Seal Beach, CA 90740. Each
party shall have the right to designate a differen,t
address from time to time by notice similarly given.
Any notice so sent shall be deemed to have been duly
given and received, if mailed in Los Angeles or Orange
County, forty-eight (48) hours after the time the same
was deposited in a United States Post Office or postal
box with postage and registry or certified fees thereon
fully prepaid, or, if mailed elsewhere, five (5) days
after deposit in any United States Post 'Office or postal
box with postage and registry fees thereon fully pre-
paid.
I
- 24 -
.
Resolution Number ~~~
14. Miscellaneous.
I
(a) Entire Agreement. This Agreement
contains all the terms, covenants, conditions and
agreements between Landlord and City with respect to the
subject matter hereof; and there is merged herein all
prior and contemporary negotiations and all alleged
agreements. No prior or contemporaneous agreement or
understanding pertaining to the same shall be valid or
of any force or effect. The terms, covenants, condi-
tions and provisions of this Agreement cannot be al-
tered, changed, modified, waived, or added to, except in
writing signed by Landlord and City. No representation,
inducement, understanding or anything of any nature
whatsoever, made, stated or represented by Landlord or
anyone acting for or on Landlord's behalf, either orally
or in writing, has induced City to enter into this
Agreement, and City acknowledges, represents and war-
rants that City has entered into this Agreement under
and by virtue of City's own independent investigation.
I
(b) Construction of Agreement. The
language in all parts of this Agreement shall in all
cases be construed as a whole and in accordance with its
fair meaning and not restricted for or against either
Landlord or City. The captions of the paragraphs and
sub-paragraphs of this Agreement are for convenience and
- 25 -
.
I
I
"
Resolution Number ~~
easy reference only and shall not be considered or
referred to in resolving questions of construction. The
words "Landlord" and "City" wherever used herein shall
be applicable to one or more persons as the case may be.
The singular shall include the plural. The neuter shall
include the masculine and feminine. The word "person"
wherever used shall include individuals, firms, asso-
ciations and corporations.
Whenever in this License any words of
obligation or duty are used, such words shall have the
same force and effect as though made in the form of
covenants.
All of City's covenants and agreements
herein contained are conditions, and the strict, full
and prompt performance and observance of each shall be a
subsequent condition precedent to the right of City to
retain the License hereunder.
If any provision of this Agreement shall
be adjudged to be invalid, void or illegal, it shall in
no way affect, impair or invalidate any other provisions
hereof, the parties hereto agreeing that they would have
entered into the remaining portion of this Agreement
notwithstanding the omission of the portion or portions
adJudged invalid, void, or illegal.
- 26 -
-
Resolution Number ~~
I
(c) Binding on Successors. Each and all
of the covenants and obl~gations of this Agreement shall
be binding upon and inure to the benefit of the parties
hereto (except as herein otherwise specifically pro-
vided), their respective heirs, executors, adminis-
trators, successors and assigns, subject at all times,
nevertheless, to all agreements and restrictions herein
contained with respect to assignment, subletting or
hypothecation of City hereunder.
(d) Any sum payable to Landlord under the
terms and provisions of this Agreement, which shall not
be paid when due (whether or not a default has been
perfected hereunder) shall bear interest at the maximum
rate allowable as of such due date from the date when
the same becomes due and payable by the terms and
provisions hereof until paid.
I
(e) Attorneys' Fees. Should either party
hereto institute any action or proceeding in court to
enforce any provision hereof or for damages by reason of
a default under this Agreement or for a declaration of
such party's rights or obligations hereunder or for any
other judicial remedies, the party in whose favor final
judgment shall be entered shall be entitled to recover
from the losing party such amount as the court may judge
to be reasonable attorneys' fees for the services
- 27 -
.
I
I
.
Resolution Number ~~
,
rendered the party prevailing in any such action or
proceeding.
(f) Time of Essence and Waiver. Time of
payment of each and every sum payable by City to Land-
lord, and of the observance and performance by City of
each and every covenant or condition on its part under
this Lease, is of the essence. A waiver by Landlord of
any breach or default by Tenant hereunder shall not
constitute or be deemed a waiver of any subsequent or
other breach or default by Tenant.
(g) Default by Landlord. Landlord shall
in no event be or be deemed in default or in breach in
the performance or observance of any of its covenants or,
conditions or obligations or liabilities under this
Agreement unless and until Landlord shall have failed to
perform such obligation or liabilJ.ty or covenant or
condition within fifteen (15) days, or such additional
time as may be reasonably required to correct or per-
form, after service upon it by City of written notice,
specifying with particularity wherein it be claimed that
Landlord shall have failed to observe or perform any of
- 28 -
.
..
."
"'" . . "
Resolution Number ~~~
its said covenants o~ conditions or liabilities or
obligations.
Dated: /fJ!JlLh /. ,qt2.
I
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D.ted~~
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DOLLAR BUSINESS CENTRE
INCORPORATED
By:
CITY OF SEAL BEACH
By:
- 29 -
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Resolution Number .:J2~ ()
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That portion of the west one-half of Sec-
tion 31, Township 4 South, Range 11 West, in that
portion of the Rancho Los Alamitos, in the County
of Orange, State of California, as per map filed in
and made a part of the Decree of Partition in Case
No. 68582 of the Superior Court of said State, in
and for said County, a copy of which was recorded
March 8, 1910, in Book 177, Page 337 of Deeds in the
Office of the County Recorder of said County, des-
cribed as follows:
Beginning at the intersection of the south
line of Tract No. 5317 recorded in Book 192 at Pages
46 to 50, inclusive, of Miscellaneous Maps of said
County with the easterly line of Kontecito Rosd, 80
feet wide, as shown on said map of Tract No. 5317;
thence along said easterly line South 00 10' 50" West
1731.54 feet to the beginning of a tangent curve con-
cave to the northeast and having a radius of 260 feet;
thence southeasterly along the arc of said curve
347.86 feet to the true point of beginning for this
descriftion (a radial line to said point bears South
130 31 22" West); thence continuing southeasterly
along the arc of said curve 60.55 feet to the point
of tangency of said curve (said last point being on
the northerly line of St. Cloud Drive, 80 feet wide);
thence along said northerly line South 890 49' 10"
East 68' feet; thence North 00 10' 50" East 77.50
feet, thence North 890 49' 10" West 128 feet to a
point which is North 00 10' 50" East 70.48 feet from
the true point of beginning; thence South 00 10' 50"
West 70.48 feet to the true point of beginning.
I
I
EXHIBIT A
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IIAP TO ACCO:IPMIY l-f.~:\!. OESCRIPTlO;1
PRl:P;'R!D FOR: ROSSMOOR BUSINESS CENTER
P::ZI'l'Ir.:lI BY: PSO:IAS & YOU:IG - SUnVEY03S
8.21 \lILSHIRE BLVD. 8EVERLY HILLS. CALIF
SCALE: I"" 50' nov, 15,1966 YI 066429
PREm'tED FROM INFOnK'AnON FURNISHED DR BOYLE
ENGU.ECRlr:e SURvEy DATED DEe 8.1964.
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