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HomeMy WebLinkAboutAGMT - Rossmoor Business Center (Tenancy Agmt) NOM TENANCY AGREEMENT (Rossmoor Business Center - 12433 Seal Beach Boulevard) THIS TENANCY AGREEMENT ( "Agreement ") is made and entered into as of the 1st day of August, 1996, by and between CENTURY NATIONAL PROPERTIES, INC. D /B /A ROSSMOOR BUSINESS CENTER ( "Owner ") and the CITY OF SEAL BEACH ( "City "). R E C I T A L S A. Owner is the owner and operator of a shopping center (the "Center "), located at the northwest corner of Seal Beach Boulevard and St. Cloud Drive, Seal Beach, California. B. The parties mutually desire that the City establish a Community Oriented Policing Program ( "the Program ") in the area of the Center. C. In order to facilitate the establishment of the Program, Owner is willing to permit the City to use rent -free the retail space ( "the Premises ") shown as Space 16 on Exhibit A attached hereto and incorporated herein by this reference, also identified as 12433 Seal Beach Boulevard, Seal Beach, CA 90740, as an operations base for the Program, on the terms and conditions stated in this Agreement. NOW THEREFORE, the parties agree as follows: 1. Tenancy. Owner hereby lets the Premises to the City and the City hereby leases the Premises from Owner for a month -to -month term, commencing August 1, 1996. 2. Common Areas; Parking. During the term of this Agreement the City and its authorized representatives and invitees as Licensee shall have the nonexclusive right ( "Common Area License ") to use the common areas of the Center in accordance with the General License Provisions attached hereto as Exhibit B and made a part hereof. In addition, Owner shall provide City with the exclusive use of two (2) parking spaces (at the locations shown in Exhibit A), designated by red curbing and /or other signs or markings indicating that those spaces are for police vehicles only. 3. Rent. Owner shall provide the Premises gratis to City during the term in exchange for City's promise to use the Premises in connection with the operation of the Program (or any similar program), and for no other purpose, and in exchange for City's promise to abide by the other terms and conditions contained herein. • 960812 S7296-00001 dcs B941.aer (3) r 4. Condition of the Premises. Prior to the commencement of the term, Owner at Owner's expense shall repaint (including removing existing pegboard and /or corkboard from the walls) and recarpet the interior of the Premises to the City's reasonable specifications. (The parties acknowledge that Owner is concurrently donating to the City certain office furniture and equipment which the City intends to use initially in the operation of the Program at the Premises.) 5. Alterations. City shall not make any structural, interior or exterior alterations to the Premises without Owner's prior written consent. All permitted alterations, improvements, additions and utility installations shall become the property of Owner and remain upon and be surrendered with the Premises at the termination of this Agreement. Notwithstanding the provisions of this paragraph, City's fixtures, furnishings and equipment, other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises, shall remain the property of City and may be removed by City. 6. Maintenance and Repairs. a. Owner shall, at Owner's cost and expense, maintain in good condition and repair the exterior walls, exterior roof, structural supports and foundation of the building -in which the Premises are located, the plumbing, electrical and HVAC facilities and equipment included in or servicing the Premises (including without limitation those portions of those systems lying outside the Premises), and all landscaping, driveways, parking lots, sidewalks and parkways adjacent to the Premises or included in the Center. b. Except as provided in §6.a, the City shall keep and maintain the interior portions of the Premises. 7. Utilities. The City shall pay for all water, electricity, telephone and other utilities supplied to the Premises, and will provide all janitorial, custodial and cleaning services for the Premises. 8. Operation of the Program. In operating the Program, any Program participant or volunteer who is not a duly - sworn active police officer shall be unarmed while performing , duties at the Center, and shall be under direct police supervision. 9. Indemnification; Insurance. a. Owner agrees to indemnify, defend and hold harmless City and its agents, officers and employees from and against any and all liability, claims, losses, damages and expenses (including but not limited to defense costs, disbursements and reasonable legal fees), of any nature whatsoever, including but not limited to, bodily injury, death, 960812 S7296 -00001 dcs B941.aer (3) — 2 - ' 411 . personal injury or property damage, arising from or connected with the Owner's ownership or maintenance of the Premises or the negligence or intentional wrongful acts of Owner or its agents, officers or employees, unless such liability, claims, losses, damages and expenses arise out of the negligence or intentional wrongful acts of City or its agents, officers or employees. b. City agrees to indemnify, defend and hold harmless Owner and its agents, officers and employees from and against any and all liability, claims, losses, damages and expenses (including but not limited to defense costs, disbursements and reasonable legal fees), of any nature whatsoever, including but not limited to, bodily injury, death, personal injury or property damage, arising from or connected with the City's use, or ownership, or maintenance of the Premises, unless such liability, claims, losses, damages and expenses arise out of the negligence or intentional wrongful acts of Owner or its agents, officers or employees. c. Each party at its cost shall maintain public liability and property damage insurance with a single combined liability limit of not less than $1,000,000, insuring performance by that party of the foregoing indemnity provisions. Each party shall be named as an additional insured on the other's policy, and each policy shall contain cross - liability endorsements. If required by law, the City will maintain workers compensation insurance. The City may satisfy its obligations under this paragraph through a program of self- insurance. d. Owner shall maintain on the building and other improvements in which the Premises are located a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of at least 80k of full replacement value. e. The parties release each other, and their respective authorized representatives, from any claims that are caused by or result from risks insured against under any insurance policies carried (or required hereunder to be carried) by the parties and in force at the time of any such damage. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all rights of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by this Agreement. 10. Liens. • a. The City shall indemnify and save Owner, the Center and the Premises and the building of which it be a part, free and harmless of and from any and all mechanics' and all 960812 57296 -00001 des 5941.aer (3) — 3 - • • • other liens by reason of any work, labor, services or materials supplied or performed, or claimed to have been supplied or performed to or for The City, or anyone whomsoever in possession of or on the Premises, or any part thereof, through or under the City. b. The City shall give Owner prompt written notice of any and all claims of lien filed or threatened to be filed against the Premises, or the building of which it be a part, or the Center and of the commencement of any action or proceeding affecting the title thereto, by reason of any work, labor, services or materials supplied or performed, or claimed to have been supplied or performed to or for the or anyone whomsoever in possession of or on the Premises, or any part thereof, through or under the City. 11. Owner's Right of Entry, Inspection, Posting and Display. The City shall permit Owner and its authorized representatives to enter the Premises at reasonable times for the, or any of the, purposes of: serving or posting, and keeping posted thereon, notices such as (by way of illustration and not of limitation) Notices of Non - Responsibility and otherwise which Owner may deem reasonably necessary or appropriate for the protection of the Center or the Premises, or the building of which it be a part; inspecting the Premises, making any reasonably necessary or advisable repairs or restoration work to the Premises in accordance with the duties or obligations or rights of Owner or the City under this Agreement. Notwithstanding anything herein to the contrary, because of the nature of the City's law enforcement activities to be conducted at the Premises Owner shall not enter the Premises unless Owner (i) has given reasonable prior notice of the proposed entry to the on -duty officer, and (2) is accompanied by the on -duty officer or the on -duty officer's designee. 12. Notices. All notices which are required or may be given to either party to this Agreement shall be given in writing and served personally or by depositing the same in the United States mail, postage prepaid, addressed as follows: To Owner: Rossmoor Business Center 12121 Seal Beach Blvd. Seal Beach, CA 90740 Attn: J. Brian Gibbons To City: Seal Beach Police Department 911 Seal Beach Blvd. Seal Beach, CA 90720 Attn: W.D. "Bill" Stearns, Police Chief 960812 S7296-00001 dcs B941.aer (3) — 4 - III T ' With a copy to: Richards, Watson & Gershon, A Professional Corporation 333 South Hope St., 38th Floor Los Angeles, CA 90071 Attn: Quinn M. Barrow, City Attorney Either party may designate in writing a different address for any notice required to be given herein. 13. Relationship of Parties. The relationship of the parties is that of landlord and tenant; neither shall become or be deemed a partner or a joint venturer with the other by reason of the provisions of this Agreement. 14. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. IN WITNESS' WHEREOF, the parties have executed this Agreement as of the date first written above. CENTURY NATIONAL PROPERTIES, INC. D /B /A ROSSMOOR BUSINESS CENTER ( "Owner ") By: • - - --- . Brian Gibbons, Vice President CITY OF SEAL BEACH, a municipal corporat'on ( "City ") i i BY= - City Manag Seal Beach, California �• � ( O (SEAL ) it JOJ2 E YEO f y Clerk ' 960812 S7296 -00001 dcs B941.aer (3) — 5 - • • EXHIBIT A • 0 0 N I - Bradbury - { W � 1 � c — Z �0 7... - em �Nm � D �'m�mC m�c D!1 �nmN$Z �p ' 1 itim aY 0 O m_ < �p ° t �i na y �n {C° ° WON f } '1 �Az �i� di P r V A m a a Z w� - R< ce5 t m "3) A � ICI ^ m -- a m m � i ' r R s a rn a g - c W _ C! a 0 m I I w t G w Q m fn i a 1 – p WI �, i i 1 t o E i I © - = = • : 1 E 'er _ so N 01 g + + s s -.a.,s (J+'+'s a a O ti V1 �A A O (I) – • Y/ �� °�°o ieryv�k'�'o om min''�i �� �o ,�i��i }o"! �'f � m''Dtd',�oem ..S1 . i -- S '1°`T,1 0 Ali+ Clg � m / ' \ % it I 1N r ,, i /MI loli:11,1 6 2 1 ' - CD 4 a x o- m g p 3Q L M 1 � y v m i a � ve iij u . ; - 7C j R. ii xsi aRift- 10,,,d1 if g e ' .1 3t1 gE, ra' . V • - C mg prN; { fir; 'O ro . 1 J V - � - + bt \ I -- ' cl- �DiS�mroTS i3 n'� a.:81 E.O1i �VD4, 'o2 8 L . _ -_ : - , -- L _ y m i b u u P, o -- Rossmoor- Center - Way - ------ --- -- _- --- -- -- - _- , --- \ / / / / / / / /� / / / / / / / / / / / / /� //L my s i\ \ \ \ \ \� \ \ \ \ \ \ \� 1 i . - � //���!/ // / ; / /1 — - o a NMI i \ w \a y East Mali Lane to [off // f 1 co N '� 1 03 73 — t 7 1 Rk 0 kk x\ xAa _,0 . 0. d ' • ��j / m Z V T /T��� /� LCl m a \ J [ b j N U � (%�r�/// /// /! "v l H a 1 Io =A 0 West Mall Lane - ►a Ns m m N S o r ikk D® j =o °cam > s [ 3 m t' fD [\ \ \a \\ ' l �, t / s o J 1 ° _ / / / / / /0 / / / //� 14 23 23 l� `: p o o 21 a o D, T. D i: .?::-IfiAL .. - m • .: ---∎ 1 , r 1. ; \ \ _ – r C ' - x ;�i '`/' /71 R \ \ \ \ \ \% \ \ \ \ \ \ \ z ` I TA, �1 • m m ] to South Way - \ ,‘ . : 5 es 0“ of T. Lf' 0Ty in - �. IT..i g \\� \ \ \- ° n x; — o A 41 1n - I �K ., _ 9� Lill l - S ' i 1 a �'�I m c s �0 , mu gym . C� �uu • , , , , , , , 1 I 1 I a ) 1 c I -t ` -1 m I .1��1\\\\ \ \\\ ' I -- llWI1L1111Ci - - ll 11 Z / -- --- -- — - - - - - -- St. Drive - - - - -- -- - -- - - - - -- f 410 111 EXHIBIT "B" GENERAL LICENSE PROVISIONS I. COMMON AREA (A) Definitions. (i) The term Common Area means: All areas and facilities, including Parking Areas existent from time to time within the exterior boundaries of Rossmoor Business Center (The Center), excluding however all Store Buildings, all areas and facilities designated for Automobile and Gasoline Service Stations and Civic or Governmental Buildings. (ii) The term Parking Areas means: Vehicle parking areas; driveways; access ways; ways for ingress and egress; streets; alleys; rights of way, bike ways; and all other similar areas within The Center, excluding only sidewalks upon which persons may walk. The term Parking Areas is included in the term Common Area. (iii) The term Store Buildings means: Any building in The Center containing a store or office designed for the sale of merchandise or other properties or services, excepting however any buildings designed for Automobile or Gasoline Service Stations or Civil or Governmental Agencies or Government buildings. (B) Common Area License (i) Owner confers upon Licensee, and each other Center Tenant, its employees, sublessees, licensees, agents, service suppliers, customers and patrons (Invitees) a non - exclusive in- common license to use the Common Area ( "Common Area License ") during the term and existence of and prior to the termination of the Agreement, in conjunction with Licensee's use of the Premises. The foregoing Common Area License is and shall be in- common with Owner and all other Center Tenants, now and hereafter, of The Center and their Invitees. The Common Area License shall, however, be used by Licensee and its Invitees in accordance with and subject to the rules and regulations promulgated under paragraph (B)(iii) governing, limiting and restricting the use of and right to use the Common Area now and hereafter made by Owner, as reserved by it from time to time. (ii) Owner shall have no duty or obligation or liability or indebtedness to Licensee or any of Licensee's Invitees by reason of any claim or claims, demands, obligations, liability, indebtedness or cause or causes of action alleged or asserted or claimed or filed or instituted or maintained by any occupant or user, authorized or not, of The Center or the Common 960812 S7296-00001 des 5941.aer (3) — 6 - �' j� Area, other than any of the foregoing arising out of the negligence of Owner or its employees or agents. (iii) The Common Area as shown and delineated on the Exhibit "A" to the Agreement is and shall be only tentative and illustrative in nature; it is not, and shall not constitute, a permanent delineation of the Common Area or the Parking Areas. The Common Area is and shall remain subject to modification and change in accordance with the provisions of The License. Portions of the Common Area may be used from time to time by Owner for additional Store Buildings or other structures or for any other purpose or purposes Owner may deem necessary or desirable. Owner may establish, change, alter, amend and enforce against Licensee, its Invitees and all other users of the Common Area such regulations, made in writing and notice thereof given to Licensee, as may be deemed reasonably necessary or advisable by Owner for the proper and efficient operation and maintenance of the Common Area and /or The Center. (C) Regulations Owner reserves and has the right and discretion to make and to change from time to time regulations ( "Regulations ") governing, limiting and restricting the use and right to use the Common Area, including (the following being by way of illustration and not of limitation) the right to exclude, restrain or limit any person from the use or occupancy of the Common Area. Licensee shall, and shall use its best efforts to cause its Invitees to, comply with said Regulations and cooperate with Owner and all other Center Tenants, now and hereafter and from time to time, to the end that the Common Area shall be used and maintained in a uniform, clean and efficient manner and kept free and clear of any and all obstructions created or permitted by Licensee or Licensee's said Invitees or resulting from Licensee's operations or the acts of said Invitees; that the Common Area be used to its highest, best and greatest beneficial use by and for all of the Center Tenants. If in the opinion of Owner, Licensee or its Invitees use the Common Area or any portion thereof in a manner not authorized by Owner, Licensee shall, upon demand of Owner, take reasonable and appropriate action and proceedings to remove or restrain all such persons or prevent all such unauthorized uses. Nothing herein shall modify or otherwise affect the uncontrolled right of Owner to, at any time and from time to time, remove or restrains such persons in the use of the Common Area or to prevent the Common Area from being used in a manner not authorized by or contrary to Owner's Regulations. The Regulations may include (without being• limited to): The hours during which the Common Area may be open for use. Licensee and its Invitees shall conform to and abide by all 960812 S7296-00001 dcs B941.aer (3) — 7 - , Regulations in its and their use of the Common Area. Licensee shall be deemed to have agreed to all such Regulations by the signing of the Agreement, or, in the event of Owner's amendment of such Regulations, by the notifying Licensee thereof in writing. Licensee shall: (a) Be responsible for the proper parking of Licensee's employees, agents, sublicensees, concessionaires and vendors in parking areas designated by Owner. Except as otherwise provided in the Agreement, Owner reserves the right to change the area designated at any time upon notice in writing to Licensee. (b) Comply with all governing laws, regulations and directives which may be existent from time to time, and indemnify and save Owner free and harmless from any fines, penalties, damages, charges or otherwise imposed for any failure or omission of Licensee (or any person occupying its store or any part thereof under or by sufferance of Licensee) to comply with such laws, regulations or directives; (c) Store, keep and maintain all merchandise, wares, goods, objects or any other property belonging to Licensee or in Licensee's care and control entirely within the interior walls of the Premises; (d) Store all trash and garbage in metal containers and only in the location or locations in The Center designated by Owner from time to time, so stored as not to create or permit any health or fire hazard or offensive odors. Licensee shall, at Licensee's expense, remove said trash, garbage and containers at regular times, all as directed by Owner; (e) Control and enforce at all times the parking in areas designated by Owner of Licensee's employees or invitees. From the Commencement Date of The License, and thereafter continuously during the term of The License and any renewal or extension thereof, Licensee shall not: (i) Use or suffer or permit to be used the Premises or the Common Area or any other part of The Center for any purpose or use in violation of any law, ordinance, regulation or directive of any government or public body or agency; (ii) Except as specifically permitted by the Agreement, use or suffer or permit to be used the Premises or the Common Area or any other part of The Center in any manner that will constitute a nuisance or hazard to any other Center Tenant or The Center or any of its customers, patrons or invitees, or any resident or occupant of the properties neighboring The Center, or that injures the reputation of any Center Tenant or The Center, nor for any hazardous purposes nor in any manner which violates or suspends or voids or increases the premium rate 960812 S7296-00001 dcs B941.aer (3) 8 - W. • 410 • of, or makes inoperative, any policy or policies of insurance of any kind whatsoever at any time carried on the Premises or the Common Area or any other part or portion of The Center by Licensee or by Owner or by any other Center Tenant; (iii) Use any portion of the Premises for storage or warehouse purposes beyond the needs of the goods or merchandise reasonably necessary in connection with Licensee's business; (iv) Burn or permit the burning of any papers, trash, garbage or goods of any type, nature, kind or description in, on or about The Center; (v) Overload,.or permit the overloading of, any floor in the Premises; • (vi) Use, or allow the use of, the plumbing facilities in the Premises for any other purpose than that for which they were constructed; or dispose of, or allow the disposal of, or damage or deposit or allow the deposit of any injurious substance therein; (vii) Use or load, or permit or allow the use or loading of, the electrical facilities of the Premises so as to become overloaded; (viii) Use, or permit the use of, any portion of the Premises or The Center as living quarters or sleeping accommodations or lodging rooms, or for any other use or purpose whatsoever not expressly permitted by the Agreement; (ix) Except as otherwise permitted by the Agreement or by the License, solicit, hawk or carry on, or permit_ the soliciting, hawking or carrying on of any activities whatsoever in the Common Area; (x) Display or keep, or allow the displaying or keeping of, any merchandise or other objects whatsoever on, or otherwise obstruct, any sidewalks, walkways, streets or any other areas in The Center. (xi) Harbor, keep or permit any animals of any kind in or about or upon the Premises or The Center, except as part of the Program; • (xii) Offer, distribute, hawk, throw, store, display, or permit any thereof, any newspapers, hand - bills, throw - aways, advertising material or any other matter whatsoever on or about the Common Area or sidewalks or streets or alleys or passageways or any other areas or on any automobiles in The Center; 960812 S7296-00001 dcs B941.aer (3) — 9 - I�'' '�' (xiii) Conduct or permit any "fire ", "bankruptcy ", "going out of business ", "auction" or other sales similar thereto, in, on or about the Premises or The Center or any part or portion thereof, including the approaches thereto unless Owner has theretofore issued approval for so doing in writing; (xiv) Place or install, erect or maintain, or cause or allow or permit any thereof, on or adjacent to The Center or the Premises or the building of which it be a part or the exterior walls (including glass), or on the inside of any glass constituting or a part of any exterior wall thereof so as to be visible or readable from the exterior of the Premises, or on the roof or marquees or otherwise of the building of which it be a part, any sign or marking, writing, banners or any other object or thing of whatsoever kind, color or description unless Owner has theretofore. issued approval for so doing in writing; (xv) Change the color or size or location or composition of any sign or advertisement on the exterior of the Premises or the building of which it be a part that theretofore had been approved by Owner, or affect or allow or permit any change thereof; (xvi) Alter, modify, affect or otherwise change the exterior of the Premises, or the building or any part thereof of which the Premises is a part, including (but not limited to) the color of the exterior walls; (xvii) Park or operate or load or unload, or allow or permit any thereof, any truck or other delivery vehicle on any part of The Center other than that portion thereof designated by Owner from time to time; (xviii) Install, or permit or cause to be installed, on or about the exterior of the Premises, or the building of which it be a part, any object or thing of any kind whatsoever, including (by way of illustration and not of limitation) any lighting or plumbing or other facilities, or shades or amplifiers, or any other devices whatsoever; nor use in or cause or allow or permit to be used in, on or about the Premises, or the building of which it be a part, any devices whatsoever, including (by way of illustration and not of limitation) flashing lights or other lights or searchlights, loudspeakers, phonographs, squawk boxes, radios, televisions or otherwise visible or audible outside the Premises. (xix) Install or operate, or permit the installation or operation of, any coin or token operated vending machine or similar device for the sale of any merchandise or service, including (by way of illustration and not of limitation) pay lockers, pay toilets, scales, amusement devices and machines for the sale of beverages, food, candy, cigarettes or other commodities, unless Owner's consent has theretofore been obtained, in writing. 960812 57296 -00001 dcs B941.aer (3) - 10 - Y4A