HomeMy WebLinkAboutAGMT - Bancap Commercial Real Estate (Chamber of Commerce) FACILITY LEASE
This Facility Lease Agreement ( "Lease ") is made as of April 14, 2008 by and
between the City of Seal Beach, a California municipal corporation ( "City "), and the Seal
Beach Chamber of Commerce ( "Tenant ").
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 life 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:
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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.
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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 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, employees 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
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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 place 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
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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 Car ny, Yap:.., - ,
City Manager Seal Beach Cha •er of Commerce
Attest:
By: r),L, ��Ll %Ifs
Linda Devine, City Clerk
Approved as to F•f :
By: C_
Quinn Barrow, City Attorney
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OFFICE LEASE AGREEMENT
BY AND BETWEEN CITY OF SEAL BEACH AND SEAL BEACH CHAMBER OF COMMERCE
This lease is made this o?/ '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.
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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
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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 8 Street
Seal Beach, California 90740
Attention: City Clerk
To Lessee: Seal Beach Chamber of Commerce
201 8 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
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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.
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LESSOR: LESSEE:
CITY OF SEAL BEACH SEAL BEACH CHAMBER OF COMMERCE
By: . / _ :41#1 � _ B
Ma • Executive Director
ATTEST:
B : _
T ity Clerk
APPROVED AS TO FORM:
By:
c
City Attorney
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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 corner 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 8th 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 8th Street, along the exterior face of said wall and its
prolongation, 58.3 feet;
Thence, northeasterly, parallel to 8th Street, 10.7 feet;
Thence, northwesterly, perpendicular to 8th Street, 59.2 feet, to the westerly line of said Lots 1,3,5 and
7;
Thence, southwesterly 97.7 feet along said westerly line to the southwest corner of Lot 1;
Thence, southeasterly 117.5 feet along the southerly line of Lot 1 to the point of beginning.
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Exhibit "B"
Site Plan of Premises
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CERTIFICATE OF INSURANCE
......... This certifies that ® STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois
r � ❑ STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois
,,.�...< ❑ STATE FARM FIRE AND CASUALTY COMPANY, Scarborough, Ontario
❑ STATE FARM FLORIDA INSURANCE COMPANY, Winter Haven, Florida
❑ STATE FARM LLOYDS, Dallas, Texas
insures the following policyholder for the coverages indicated below:
Policyholder Seal Beach Chamber and Business Association
Address of policyholder 201 8TH ST STE 120 •
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Location of operations 201 8TH ST STE 120
Description of operations Seal Beach Chamber of Commerce
The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is
subject to all the terms, exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims.
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period)
92 -LE- 0861 -9 G Comprehensive 09 -27 -2007 09 -27 -2008 BODILY INJURY AND
Business Liability 09 -27 -2007 09 -27 -2008 PROPERTY DAMAGE
This insurance includes: ❑ Products - Completed Operations
❑ Contractual Liability Each Occurrence $1,000,000
❑ Personal Injury
❑ Advertising Injury General Aggregate $ 2,000,000
❑ Products - Completed $
❑ Operations Aggregate
POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE
EXCESS LIABILITY Effective Date ; Expiration Date (Combined Single Limit)
❑ Umbrella Each Occurrence $
❑ Other Aggregate $
POLICY PERIOD Part I - Workers Compensation - Statutory
Effective Date Expiration Date
Workers' Compensation Part II - Employers Liability
and Employers Liability Each Accident $ .
Disease - Each Employee $
Disease - Policy Limit $
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period)
THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY
AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN.
Name and Address of Certificate Holder If any of the described policies are canceled before
their expiration date, State Farm will try to mail a
written notice to the certificate holder 30 days before
City of Seal Beach cancellation. If however, we fail to mail such notice,
Attn: City Manager no obligation or liabil will be imposed on State
211 8th Street Farm or it agents ,/ repres- tatives.
Seal Beach, CA 90740
Signatu Authorized Representative
State Farm Agent 04 - 07 - 2008
Title Date
Eric Lenahan
Agent Name
Telephone Number 562 598 - 2488
Agent's Code Stamp
Agent Code 75 - 3190
AFO Code F415
558 -994 a.5 Rev. 11 -08 -2004 Printed in U.S.A.