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HomeMy WebLinkAboutCC AG PKT 2008-04-14 #M e AGENDA STAFF REPORT DATE: April 14, 2008 TO: Honorable Mayor and City Council THRU: David N. Carmany, City Manager FROM: June Yotsuya, Assistant City Manager SUBJECT: OFFICE LEASE AGREEMENT BETWEEN CITY OF SEAL BEACH AND SEAL BEACH CHAMBER OF COMMERCE SUMMARY OF REQUEST City Council to approve an office lease agreement between City of Seal Beach and Seal Beach Chamber of Commerce. e BACKGROUND In 2002, the City of Seal Beach and the Seal Beach Chamber of Commerce entered into a lease and operating agreement for the use of office space known at the Old City Hall building located at 201 Eighth Street. The original lease terms included rental of Suite 120 for a period of five years for a total sum of $5.00 ($1.00 a year). In exchange for the current lease value of said office space, the Seal Beach Chamber of Commerce would provide in-kind community and business service support of public benefit for the City of Seal Beach. Under the agreement, the Chamber of Commerce was also responsible for its share of common area maintenance and operating expenses and would pay for all pro rata share of gas, electricity, water, sewers and other public utility services supplied to the premises during the term of the lease as such charges became due and payable. By providing an office space for the conduct of Chamber business at a nominal fee of five dollars, the city provided a critical contribution to the Chamber of Commerce's ongoing success and obviated a significant Chamber of Commerce expense. e The Seal Beach Chamber of Commerce continues to provide a public benefit to the City of Seal Beach through its business and community involvement. It 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 continue to have the Agenda Item M Page 2 e Chamber in close proximity to City Hall, it is in the best interest of both entities to approve a new agreement for continued lease of said office space. The new term of the lease will grant the Chamber of Commerce use of Suite 120 at the Old City Hall building until April 30, 2013 and may be renewed for an additional period of years upon mutual agreement between the City and the Chamber. The Chamber shall pay to the City a sum of one dollar ($1.00) per year, for a sum of five dollars ($5.00) to be paid upon execution of the lease. 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 and 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-kind services from the Chamber of Commerce through its business and community activities, volunteerism and goodwill. e RECOMMENDATION It is recommended that the City Council approve a facility lease agreement between the City of Seal Beach and the Seal Beach Chamber of Commerce for a period of five years from April 14, 2002 to April 30, 2013, renewable for an additional period of years as may be mutually agreed upon between the City and the Chamber of Commerce. al , Assistant City Manager NOTED AND APPROVED: ....c 'j <.-0-7 c-: David N. camflany, City Manager Attachments: e A. B. Proposed Facility Lease Resolution Approving Lease e e e FACILITY LEASE This Facility Lease Agreement ("Lease") is made as of Aoril 14. 2008 by and between the City of Seal Beach, a California municipal corporation ("City"), and the Seal Beach Chamber of Commerce ("Tenanr). RECITALS WHEREAS, on or about March 25, 2002, City and Tenant entered into a lease and operating agreement (the "Prior Lease Agreement") whereby City leased to Tenant those certain premises commonly described as Suite 120 of the Old City Hall building, 201 Eighth Street for the operation of the Seal Beach Chamber of Commerce (the "Chamber of Commerce"); and WHEREAS, the Chamber of Commerce is made up of merchants, business and organizations in and around the Seal Beach area; and WHERAS, the Chamber of Commerce's mission is to provide a healthy environment to sustain, promote and grow businesses, civic and community organizations in the area, while providing opportunity to enhance the quality of iife of the greater Seal Beach community through local events; and WHERAS, by providing at no cost an office from which to conduct Chamber business, the City is providing a critical contribution to the Chamber of Commerce's ongoing success, obviating a significant Chamber of Commerce expense; and WHERAS, the City and Chamber of Commerce have mutual interests in enhancing the economic growth and vitality of the community, this Agreement is intended to assist in the accomplishment of the following goals: (1) To cultivate community involvement, (2) To encourage business alliances, (3) To nurture the growth and development of new and existing businesses, (4) To create educational opportunities for community youth, (5) To ensure that operation of the. Chamber of Commerce is performed in the most responsible, cost-effective and efficient manner possible; and WHERAS, City and Tenant wish to enter into a new lease agreement to continue to allow Tenant to operate the Chamber of Commerce on the Premises. NOW, THEREFORE, CITY AND TENANT AGREE AS FOLLOWS: 1 of 5 e . e AGREEMENT Section 1. Lease 1.1 City grants Tenant a lease to those certain premises commonly described as Suite 120 of the Old City Hall building, 201 Eighth Street, (the "Premises") to operate the Chamber of Commerce on the Premises in accordance with the terms and conditions set forth herein. 1.2 Tenant shall only use the Premises for the activities and business conducted by the Chamber of Commerce. 1.3 Tenant shall not damage the Premises or make any alterations, changes, or additions in or to the Premises without the written consent of the City first being obtained. 1.4 In the event Premises is used for any other purpose or use, or in the event Premises remains vacant or unused by Tenant for a period of one hundred eighty (180) consecutive days, City, at its option, may terminate this lease and take possession of the Premises without further notice to Tenant. 1.5 Tenant shall not use the Premises in any manner contrary to the terms of this Lease without City's prior written consent. 1.6 City shall not be obligated to provide any parking of Tenant. Tenant shall not have the right to use any parking area on the Premises, but shall makes its own arrangement with the City, by separate agreement outside of this lease, for use of City public or permit lots. 1.7 No signs shall be placed on the interior or exterior of the Property unless the written approval of the City is first obtained. 1.8 City's consent or approval, in each instance, may be withheld by City in its sole and absolute discretion. Section 2. Rent 2.1 Rent. All sums paid by Tenant to the City pursuant to this Lease shall be deemed rent. 2.2 Base Rent. Tenant shall pay to City 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. 2.3 Utilities. Tenant 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 charge 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 Tenant, Tenant shall pay to City a late charge equal to ten percent (10%) of the amount of the overdue payment. 2 of 5 e e e Section 3. Term 3.1 Term. The term of this Lease shall extend from the effective date of this Lease until April 30, 2013; 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. Section 4. Relationship of the Parties 4.1 The only relationship created by this Lease is of that of lessor and lessee. Neither City nor any of its officers, employees, or agents shall have control over the means of service or means of production of Tenant or any of its officers, agents, or employees. Tenant is solely responsible for all aspects of its operations, including, without limitation, its use of the Premises. Tenant shall not, at any time or in any manner, represent that it or any of its officers, agents, or employees are in any manner agents or employees of City. Section 5. Use of Premises 5.1 Maintenance of Premises. Tenant shall maintain the premises in a good, safe, neat and sanitary condition to the satisfaction of the City and shall contribute to maintaining the common areas of the Property in good condition and repair 5.2 No Unlawful Uses. Tenant agrees not to use the Premises for any immoral or unlawful purpose. Tenant shall comply with all Local, State, and Federal ethics laws and regulations. 5.3 No Waste or Nuisance. Tenant shall not commit any waste or any public or private nuisance upon the Premises. 5.4 Legal Compliance. Tenant shall not violate any law, rule, or order of any federal, state, or municipal government or agency that may be applicable to use of the Premises. 5.5 Vacating Premises. On or before the effective date of termination of this Lease, Tenant shall vacate the Premises, remove all of Tenant's personal property from the Premises, and leave the Premises in good order and repair, subject to the satisfaction of City. Section 6. Indemnity 6.1 To the fullest extent permitted by law, Tenant shall indemnify, defend and hold harmless the City, its governing board and commissions and the individuals thereof, and all its officers, agents, empioyees and representatives (collectively hereinafter referred to as the "City" in this Section 6) from and against any and all demands, debts, liens, claims, losses, damages, liability, costs, expenses (including, but not by way of limitation, fees and costs actually incurred, whether or not litigation has commenced), judgments or obligations, action, or causes of actions whatsoever, for or in connection to any injury, damage or loss (including, but not limited to bodily injury, death, personal injury, property damage, violation of any applicable Municipal, County, State, and Federal laws and regulations, Court Rules or ordinances, or any other type of 3 of 5 e e e loss) sustained or claimed to have been sustained by any person or persons, or corporation, or public or private entity arising out of the performance or nonperformance of services, operations, duties, and other obligations of the Tenant, its officers, agents, employees, representatives, and subcontractors under this Lease. The provisions of this indemnification clause shall not be limited to the availability or ability to collect insurance coverage, and shall survive the termination of this agreement. Section 7. Risk Management 7.1 Tenant shall follow the principles of a sound risk management program. Whenever possible, risk shall be avoided. 7.2 Tenant, at its own expense, shall obtain and maintain in effect at all times during the term of this Lease, all insurance coverage related to every aspect of its use of the Premises. Tenant is responsible for securing and maintaining all insurance coverage to operate the Chamber of Commerce pursuant to requirements of City, State, or Federal statutes. Tenant shall provide proof of general liability, workers compensation, vehicle, and other insurance to City before the commencement of the operating term and again prior to each anniversary of the commencement of the operating term. Tenant shall obtain and maintain general liability insurance of $1,000,000. City shall be named as additional insured. 7.3 Tenant shall not commit any acts on the Premises, nor use the Premises in any manner that will cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises. Section 8. Notices 8.1 All notices and demands that may be required or permitted by this Lease must be made in writing. All notices and demands must be sent by national overnight delivery service (e.g., Federal Express) or certified U.S. mail, return receipt requested, to the addresses specified below, or to any other piace that the respective party may from time to time designate in a notice to the other. City: City Manager City of Seal Beach 211 8th Street Seal Beach, CA 90740 Tenant: President Seal Beach Chamber of Commerce 201 Eighth Street, Suite 120 ' Seal Beach, CA 90740-6368 Section 9. Miscellaneous 9.1 Tenant hereby represents and warrants that as of the date he signs this Lease: (a) Tenant is not in default or breach of any of the terms, covenants, or conditions of any previously existing lease of the Premises; and (b) Tenant has not 4 of 5 e e e committed any act or omission which, after notice or the passage of time, or both, would constitute an event of default under any previously existing lease of the Premises. 9.2 Assignment. Tenant shall not assign or sublet the Lease without the City's prior consent, which shall be granted or withheld in the City's sole discretion. 9.3 Entire Agreement. This Lease, dated April 14, 2008 contains the entire agreement between the parties hereto with respect to the subject matter hereof, and any other prior agreement or purported agreement made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such purported agreement is in writing and signed by the party against whom enforcement is sought. 9.4 Applicable Law. This Lease shall be governed and interpreted in accordance with the laws of the State of California. 9.5 No Brokers. Each party represents to the other that it has not engaged or used the services of any broker, finder, or salesperson in connection with this Lease. 9.6 Counterparts. This Lease may be executed in multiple counterparts each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties have executed this Lease as of the date first written above. CITY OF SEAL BEACH TENANT ~. By: David Carmany, City Manager Seal Beach Cha Attest: By: Linda Devine, City Clerk Approved as to Form: By: Quinn Barrow, City Attorney 5 of 5 e RESOLUTION NUMBER A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH, CALIFORNIA APPROVING A FACILITY LEASE BETWEEN THE CITY OF SEAL BEACH AND SEAl BEACH CHAMBER OF COMMERCE. The City Council of the City of Seal Beach hereby resolves as follows: Section 1. The City Council hereby approves the Agreement between City of Seal Beach and Seal Beach Chamber of Commerce for lease of office space at Old City Hall building. Section 2. The Council hereby directs the City Manager to execute the Facility Lease wtth the Seal Beach Chamber of Commerce. PASSED, APPROVED and ADOPTED by the City Council of the City of Seal Beach at a regular meeting held on the 14th day of Acril , 2008 by the following vote: AYES: NOES: ABSENT: Councllmember Council member Councllmember ASST AIN: Council member e Mayor ATTEST: City Clerk STATE OF CALIFORNIA} COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, Callfomla, do hereby certify that the foregoing resolution Is the original copy of Resolution Number on file In the office of the City Clerk. passed, approved, and adopted by the City Council of the City of Seal Beach at a regular meeting held on the 14th day of Aortl , 2008. City Clerk e