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HomeMy WebLinkAboutAGMT - Fire Station #44RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Seal Beach 211 Eighth Street Seal Beach, California 90740 Recorded in Official Records, Orange County Tom Daly, Clerk- Recorder IIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII NO FEE 2010000517053 3:37 pm 10/13/10 276 421 Al2 12 0.00 0.00 0.00 0.00 33.00 0.00 0.00 0.00 Exempt from fees per Government Code § 27383 (space above for recorder's use) LEASE AGREEMENT FOR FIRE STATION #44 between City of Seal Beach 211 - 8th Street Seal Beach, California 90740 Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 This Facility Lease Agreement ( "the Lease ") is made as of Sept d3 2010 (the "Effective Date "), by and between the Orange County Fire Authority ( "O ( FA" or "LESSEE "), a California joint powers authority, and the City of Seal Beach ( "CITY" or "LESSOR"), a California charter city, (collectively, "the Parties "). E 1� RECITALS A. WHEREAS, in 1988 CITY leased its fire station facility known as Seal Beach Fire Station No 44, located at 718 Central Avenue, Seal Beach, California ( "Fire Station No. 44 ") to the County of Orange ( "County ") pursuant to a written lease agreement (the "1988 Lease ") because at that time, CITY contracted with the Orange County Fire Department for fire protection and emergency medical services; and B. WHEREAS, OCFA is the successor to the County as the provider of fire protection and emergency medical services in the CITY and as the lessee under the 1988 Lease; and C. WHEREAS, CITY is a member of OCFA and is a party to that certain Amended Orange County Fire Authority Joint Powers Agreement, dated September 23, 1999, as amended by that certain First Amendment to the Amended Joint Powers Agreement, effective July 1, 2010, (the "Joint Powers Agreement "); and D. WHEREAS, the Joint Powers Agreement requires fire stations owned by member cities to be leased to OCFA for one dollar ($1.00) per annum; and E. WHEREAS, CITY and OCFA are also parties to that certain Fire Services and Emergency Medical Services Agreement, dated July 27, 2000 (the "Fire Services Agreement "), which sets forth the terns pursuant to which OCFA provides fire protection, emergency medical, and related services to CITY; and F. WHEREAS, the term of the Fire Services Agreement runs concurrently with the tern of the Joint Powers Agreement and remains in effect for so long as CITY is a member of OCFA; and G. WHEREAS, Section 11 of the Fire Services Agreement requires CITY to lease Fire Station 44 to OCFA pursuant to the 1988 Lease and amends the 1988 Lease to provide that Fire Station 44 shall be leased to OCFA for one dollar ($1.00) per year and that the term of the 1988 Lease shall be the same as the term of the Fire Services Agreement; and H. WHEREAS, the Parties mutually desire to enter into a new lease agreement for the Fire Station 44 facility located on the City -owned property situated at 718 Central Avenue, Seal Beach, California (the "Premises "), which will supercede and replace the 1988 Lease. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Premises 1.1. CITY leases to OCFA and OCFA leases from CITY that portion of the Premises described in Exhibit A and depicted in Exhibit B attached hereto and incorporated herein (hereinafter the "Leased Premises "). 2.0 Term 2.1 The 1988 Lease shall terminate and be of no further force and effect upon the Effective Date of this Lease. 2.2 The term of this Lease shall run concurrently with the tern of the Fire Services Agreement and any extensions or renewals thereof If the Fire Services Agreement is terminated for any reason, this Lease shall concurrently terminate in its entirety. This Lease may not be terminated during the term of this Lease except upon mutual agreement of the Parties. 3.0 Use of Premises 3.1. OCFA warrants it has inspected the Leased Premises prior to the Effective Date. OCFA's possession and use of the Leased Premises after the Effective Date shall constitute acknowledgment that the Leased Premises are in good and acceptable condition. 3.2. The Leased Premises shall be used exclusively by OCFA, its officers, agents, employees, and volunteers to provide fire protection, suppression, and medical aid services, and related activities, to CITY and in surrounding geographic areas in accordance with the Joint Powers Agreement and Fire Services Agreement, or any subsequent amendments thereto, and for no other puiposes. 3.3. OCFA shall not use the Premises in any manner contrary to the terms of this Lease without CITY's prior written consent. CITY's authorized representative shall have the right at all reasonable tunes to inspect the Leased Premises to determine if the OCFA and its guests are complying with the provisions of this Lease. 3.4. )CFA shall not commit any waste or any public or private nuisance on the Premises. 3.5. OCFA shall not violate any law, rule, or order of any federal, state, or municipal government or agency that may be applicable to the use of the Premises. 3.6. OCFA shall not commit any act on the Premises nor use the Premises in any manner that causes the cancellation of any fire, liability, or other insurance policy insuring the Premises or any improvement on the Premises. 3. On or before the effective date of termination of this Lease, OCFA shall vacate the Premises, remove all of OCFA's personal property from the Premises, and leave the Premises in good order and repair subject to the satisfaction of the City Manager. 4.0 Rent OCFA shall pay CITY as rent for the Leased Premises the sum of One Dollar ($1.00) per year, at the begiiu of the first and subsequent years of the term of this Lease. Rent shall not include the cost of utilities or telephone services. 5.0 Telephone Service and Utilities 5.1 Telephones desired by OCFA for use by OCFA, its employees, or agents, and the cost thereof shall be secured by and paid for by OCFA. 5.2 OCFA shall pay all costs of utilities for the Leased Premises. 6.0 Alterations and Improvements 6.1. OCFA may make alterations, improvements and changes in or to the Leased Premises, including but not limited to, the installation of fixtures, partitions, counters, shelving, and equipment as OCFA deems necessary, with the prior written consent of the City Manager, which consent shall not be unreasonably witl It is agreed that any such fixtures, partitions, counters, shelving, equipment, or other alterations or improvements attached to or placed upon the Leased Premises by OCFA shall be considered as personal property of OCFA, which may be removed by OCFA upon termination of this Lease. OCFA shall repair any damages to the Leased Premises from such removal and agrees that the Leased Premises shall be left in as good condition as when received, reasonable wear and tear excepted. 6.2. Capital improvements to the Leased Premises required by OCFA shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.0 Maintenance and Repairs 7.1. OCFA shall keep the Leased Premises in good condition and repair. All damages or injury to the Leased Premises or its contents caused by OCFA, its employees, agents or visitors shall be promptly repaired by OCFA to the satisfaction of the City Manager. 7.2. Maintenance and repairs to the Leased Premises shall be funded in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.3. The cost of repairs required to assure structural integrity and to maintain the habitability of the Premises in compliance with building and health and safety codes will be the sole responsibility of CITY. Significant maintenance or repairs to the Leased Premises that constitute capital improvements pursuant to the Joint Powers Agreement shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.4. Unless otherwise mutually agreed by the Parties, CITY shall be responsible for maintenance and repair of all exterior landscaping, parking areas, driveways, joint use areas, if any, and all portions of the Premises other than the Leased Premises. 8.0 Party Representatives 8.1. The City Manager is the CITY's representative for purposes of this Lease. 8.2. The Fire Chief is the OCFA's primary representative for purposes of this Lease. 9.0 Notices 9.1. All notices pennitted or required under this Lease shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To CITY: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To OCFA: Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 Attn: Fire Chief 9.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 10.0 Relationship of the Parties The only relationship created by this Lease is that of lessor and lessee. Neither CITY nor any of its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, shall have control over the means of service or means of production of OCFA or any of its of officers, employees, agent, or volunteers. 11.0 Assignment Neither Party shall not assign or transfer any interest in this Lease whether by assignment or novation, without the prior written consent of the other Party. Any purported assignment without such consent shall be void and without effect. 12.0 Insurance 12.1. OCFA must not commence use of the Leased Premises under this Lease until it has provided evidence satisfactory to the CITY that OCFA has secured all insurance required under this Section. OCFA shall furnish CITY with original certificates of insurance and endorsements effecting coverage required by this Lease on forms satisfactory to the CITY. All certificates and endorsements shall be received and approved by the CITY before OCFA takes possession of the Leased Premises. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any tune. 12.2. OCFA shall, at its expense, procure and maintain for the duration of the Lease, comprehensive general liability insurance against claims for injuries to persons or damages to property that may arise from or in connection with its use of the Leased Premises. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the CITY. Coverage shall be at least as broad as the latest version of: General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). OCFA shall maintain limits no less than: General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease /location or the general aggregate limit shall be twice the required occurrence limit. 12.3. The insurance policies shall contain the following provisions, or OCFA shall provide endorsements on forms supplied or approved by the CITY to state: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the CITY, its directors, officials, officers, (3) coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the OCFA's scheduled underlying coverage and that any insurance or self - insurance maintained by the CITY, its directors, officials, officers, employees, agents and volunteers shall be excess of the OCFA's insurance and shall not be called upon to contribute with it; and (4) for general liability insurance, that the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the OCFA, including materials, parts or equipment fiunished in connection with such work. 12.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the CITY, its directors, officials, officers, employees, agents, and volunteers. 12.5. Any deductibles or self - insured retentions shall be declared to and approved by the CITY. OCFA guarantees that, at the option of the CITY, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the CITY, its directors, officials, officers, employees, agents, and volunteers; or (2) OCFA shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.6. CITY shall maintain throughout the duration of the Lease fire insurance with extended coverage on the Premises to the full insurable value of improvements located on the Premises. At the time of execution of this Lease the CITY shall provide OCFA with evidence of compliance with these requirements. 13.0 Indemnification, Hold Harmless, and Duty to Defend 13.1. OCFA shall defend, indemnify and hold harmless the City and its officers, employees, agents and representatives with respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses and costs relating thereto (including attorneys fees) arising out of or in any way related to acts or omissions of OCFA, its officers, employees or agents relating to OCFA's occupancy and use of the Premises. 13.2. City shall defend, indemnify and hold harmless OCFA and its officers, employees, agents and representatives with respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses and costs relating thereto (including attorneys fees) arising out of or in any way related to acts or omissions of City, its officers, employees or agents relating to CITY's ownership, occupancy, and use of the Premises. 13.3. All duties and obligations under this Section shall survive termination of this Lease. 14.0 Taxes and Assessments All taxes and assessments, if any, which become due and payable upon the Premises, shall be the full responsibility of CITY, and CITY shall cause said taxes and assessments to be paid promptly. 15.0 Equal Opportunity OCFA affinnatively represents that it is an equal opportunity employer. OCFA must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 16.0 Labor Certification By its signature hereunder, OCFA certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing use of the Premises. 17.0 Defaults and Remedies In the event of any breach of this Lease by either party, the aggrieved party may notify the other in writing of such breach, and the breaching party shall have thirty (30) days in which to initiate action to cure said breach before the other party may proceed to complete the cure of such breach with due diligence or to take any other remedies for default. 18.0 Successors in Interest Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, assigns of all of the parties hereto, all of whom shall be jointly and severally liable hereunder. 19.0 Destruction of or Damage to Premises In the event of (A) partial destruction of the Premises; or (B) the Premises being declared unsafe or unfit for occupancy by any public authority authorized to make such declaration, for all reason other than OCFA's act, use, or occupation, except as otherwise provided herein: CITY shall immediately snake repairs as are necessary to restore the Premises to the condition which existed prior to destruction or damage and /or make repairs as are necessary to make the Premises safe and fit for occupancy. The destruction (including any destruction necessary in order to make repairs required by any declaration), damage or declaration shall in no way render this Lease null and void. If CITY refuses to snake such repairs or if such repairs are not completed by CITY within 60 days, OCFA may, at its option, terminate the Lease, or, OCFA's cost of such repairs, including labor, materials, and overhead, may be included by OCFA in amounts owing by CITY to OCFA pursuant to the Joint Powers Agreement, as it may be amended from time to time. 20.0 Circumstances Which Excuse Performance If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing in this clause shall excuse either Party from the prompt payment of any rental or other charge required of it except as may be expressly provided elsewhere in this Lease. 21.0 Entire Agreement This Lease contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements, including without limitation, the 1988 Lease. This Lease may only be modified by a writing signed by both parties. Notwithstanding the foregoing, this Lease shall be subject to, and interpreted to be consistent with, the Joint Powers Agreement and the Fire Services Agreement, as they may be amended from time to tune. In the event of any inconsistency between the terms of this Lease and the terms of the Joint Powers Agreement and/or the Fire Services Agreement, as they may be amended, the terms of the Joint Powers Agreement, then the terms of the Fire Services Agreement, shall govern, and the terms of this Lease shall be deemed to have been amended in accordance therewith. 22.0 Severability The invalidity in whole or in part of any provisions of this Lease shall not void or affect the validity of the other provisions of this Lease. 23.0 Construction and Governing Law The validity, interpretation, and performance of this Lease shall be controlled by and construed under the laws of the State of California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Lease shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Lease or who drafted that portion of the Lease. 24.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Lease. 25.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 26.0 Holding Over In the event OCFA shall continue in possession of the Leased Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month -to -month and shall be governed by the conditions and covenants contained in this Lease. 27.0 Time Time is of the essence in this Lease. 28.0 Prohibited Interests OCFA maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for OCFA, to solicit or secure this Lease. Further, OCFA warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for OCFA, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or malting of this Lease. For breach or violation of this warranty, CITY has the right to rescind this Lease without liability. For the term of this Lease, no member, officer or employee of CITY, during the tern of his or her service with CITY, shall have any direct interest in this Lease, or obtain any present or anticipated material benefit arising therefrom. 29.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Lease, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. 30.0 Incorporation of Recitals and Exhibits All Recitals set forth above and exhibits referenced in this Lease are hereby incorporated into the Lease as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms set forth in the main body of this Lease, the terms set forth in the main body of this Lease shall control. 31.0 Corporate Authority The persons executing this Lease on behalf of the Parties warrant that they are duly authorized to execute this Lease on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Lease. 32.0 Lease Organization The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate sections and paragraphs are for purposes of convenience only and shall not be considered otherwise. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Lease as of the date and year first above written. CITY OF SEAL BEACH By: David Carmany, City Manager Attest: By: Linda Devine, City Clerk Approved as to Form• By: Quinn Barrow, City Attorney ORANGE COUNTY FIRE AUTHORITY By. � Bla-is, Neil Chair Attest: Lo Approved as to Form: B Ter y C. Andrus, General Counsel /D E XHIBI T A. A PORTION OF LOTS 37, 39, 41, AND 43, AND ALL OF LOTS 45 AND 46 OF BLOCK 7 OF THE BAY CITY TRACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AS DELINEATED AND SHOWN ON EXHIBIT B AND AS DESCRIBED AS FOLLOWS. BEGINNING AT THE MOST WESTERLY CORNER OF LOT 47 OF THE BAY CITY TRACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY THENCE NORTH 58 43' EAST, 117.5 FEET; THENCE SOUTH 31° 17' EAST, 62.2 FEET; THENCE SOUTH 58° 43' WEST, 63.6 FEET; THENCE SOUTH 31° 17' EAST, 2.0 FEET; THENCE SOUTH 58° 43' WEST, 4.1 FEET; THENCE SOUTH 31 17' EAST, 8.7 FEET; THENCE SOUTH 58° 43' WEST, 2.8 FEET; THENCE SOUTH 13° 43' WEST, 23.8 FEET; THENCE SOUTH 58° 43' WEST, 10.2 FEET; THENCE SOUTH 31° 17' EAST, 45.3 FEET; THENCE SOUTH 58 43' WEST, 20.0 FEET; THENCE NORTH 31° 17' WEST, 135.0 FEET TO THE POINT OF BEGINNING. CONTAINING 9,423 ACRES MORE OR LESS. — — o 0 . :- - I� ---- -� Cl LINE TABLE NUMBER BEARING DISTANCE Q N 58 43'E 117.5' Q S31 °17'E 43'W 62.2 ® S 58 43' W 63.6' ® S31 2.0' Q S 58° 43' W 4.1' ® S31 °17'E 17' W 8.7' Q S 58° 43'W 2.8' ® S 13° 43'W 23.8` Ug S 58° 43' W 10.2' ® S31 45.3' © S 58 43'W 20.0' N 31' 17' W 135.0' BAY CITY TRACT BOOK 3, PAGE 19 0 50 100 SCALE 1" = 50' k- I� LOT 31 �111I11 0fall11 � I'I E I +PREMISES FIRE STATION #44 718 CENTRAL AVENUE SEAL BEACH, CA 90740 PORTION OF ASSESSOR PARCEL NO. 199 - 033 -02