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HomeMy WebLinkAbout2008 CON National City Historical Society - Lease Termination 1615 E. 4th St. / Granger HallNOTE TO FILE 03-24-10 IN THE MATTER OF: Resolution of the City Council of the City of National City accepting the termination of the Lease with the City of National City and the National City Historical Society for the land on which the Granger Hall is located, accepting a Quitclaim Deed from the Historical Society for said land, and directing the recordation of said Quitclaim Deed. Please note the following: A FULLY EXECUTED ORIGINAL LEASE AND QUITCLAIM DEED WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: X CDC Housing & Grants _ City Attorney _ Human Resources _ City Manager _ MIS Community Svcs. _ Planning Engineering _ Police Finance _ Public Works Fire NTF LEASE BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (LESSOR) AND THE NATIONAL CITY HISTORICAL SOCIETY (LESSEE); AND AGREEMENT BY AND BETWEEN THE LESSOR, THE LESSEE, AND THE CITY OF NATIONAL CITY FOR THE TRANSFER OF THE LESSEE'S INTEREST IN A HISTORIC STRUCTURE TO THE LESSOR, AND FOR THE CONVEYANCE OF THE LESSEE'S PRIOR LEASEHOLD INTEREST TO THE CITY This Lease is made and entered into this 19th day of August, 2008, by and between the Community Development Commission of the City of National City ("CDC"), hereinafter designated as "Lessor," the City of National City, hereinafter designated as "City", and the National City Historical Society, hereinafter designated as "Lessee." RECITALS Lessee is desirous of leasing from Lessor, and Lessor is desirous of leasing to Lessee, the first floor of the historic residential structure located at 923 A Avenue, National City, California, as more fully described below and hereinafter referred to as the "Leased Premises". The residential structure in which the Leased Premises are located is known as the Frank Kimball House. B. Lessee is the owner of a certain historic structure, commonly known as the Granger Hall, which is located at 1615 East 4th Street, National City, California. The land on which the Granger Hall is located is owned by City and leased to Lessee, pursuant to what is sometimes referred to herein as the "Granger Hall Lease". Lessee is willing to terminate the Granger Hall Lease concurrently with the execution of this Lease, and to convey to City all of its right, title, and interest in the real property located at 1615 East 4th Street, including the Granger Hall Lease. Lessee is further willing to transfer all of its right, title, and interest in the Granger Hall, together with all accessory buildings, to Lessor, in consideration for Lessor entering into this Lease with Lessee. C. Lessee desires to use the Leased Premises to maintain a cultural and educational program to encourage an understanding and appreciation of the history of National City for the benefit of the residents of and visitors to National City. The specific uses to be made of the Leased Premises are described in detail herein below. D. It is in the best interests of City and Lessor, on behalf of the people of National City, for Lessor to enter in a lease of the Leased Premises with Lessee, and to acquire the Granger Hall. City and Lessor envision that the use of the Granger Hall by Lessor will enrich the lives of the citizens of National City by providing an educational and cultural resource within the City. NOW, THEREFORE, in consideration of the mutual benefits to be derived herefrofn, the parties hereto agree as follows: 1. Leased Premises. Lessor does hereby lease, demise, and let to Lessee the Leased Premises, consisting of the first floor (approximately 1,604 square feet) of the historic residential structure located at 923 A Avenue in National City, California, commonly known as the Frank Kimball House. Neither Lessee nor its invitees shall be permitted to enter the second floor of the Frank Kimball House, and Lessor may erect a partition to prevent entry to the second floor. 2. Use. Lessee shall at all times during the term of this Lease maintain the historic nature of the Leased Premises. Lease shall make the Leased Premises available for public tours at a minimum from 11:00 a.m. to 1:00 p.m. Saturdays and Sundays, and for special events for the public. Lessee shall post in a visible location the hours that the Leased Premises will be open to the public. Lessor recognizes that the activities that Lessee will engage in within the Leased Premises will benefit the National City Redevelopment Project Area. In order to encourage and support Lessee in these activities, Lessor agrees to grant Lessee, upon commencement of this Lease, sufficient funds, up to Five Thousand and no/100 Dollars ($5,000.00), to have room partitions installed upon the Leased Premises in order to facilitate public tours. Lessee shall account to Lessor for the expenditure of said funds within thirty (30) days of the installation being completed. Lessor shall further grant to Lessee, upon commencement of this Lease, and upon each anniversary of the commencement, the sum of Five Thousand and no/100 Dollars ($5,000.00) to be used by Lessee for promotions, the cost of printing informational brochures, and for such other activities that will publicize the Frank Kimball House and National City in a positive manner. Lessee shall, at each anniversary of the commencement of this Lease, provide a report detailing the use of said funds to the CDC's Board at a public meeting of the Board. 3. Term. This Lease shall commence August 20, 2008, and expire August 19, 2023. 4. Rent. Lessor and Lessee acknowledge that the consideration for this Lease shall be the mutual benefit to be derived from Lessee's use of the Leased Premises, and Lessor's acquisition of the Granger Hall. 5. Assignment & Subletting. This Lease shall not be assigned, sublet, hypothecated, leveraged, or transferred without the prior written consent of the Lessor. Repairs by Lessor. Lessor shall be required to make such repairs or replacements to the Leased Premises as may be required for normal maintenance and operation, which shall include the repairs to and/or replacements of all structural portions of the Building and all walls, floors, corridors, windows, HVAC, mechanical. electrical, plumbing, paving and parking, exterior windows, and other structures and equipment within and serving the Leased Premises, and such additional maintenance as may be necessary because of 2008 Lease of Premises known 2 City of National City/NC Historical Society as the Frank Kimball House damages by persons other than Lessee, its agents, employees, invitees, or visitors. Lessor shall be responsible for extermination/pest control for the Leased Premises. Without limiting the foregoing, notwithstanding anything to the contrary set forth herein, if Lessor is required to make repairs or take other corrective action in the Leased Premises by reason of Lessee's negligent acts or negligent failure to act reasonably, Lessor shall have the right to recover from Lessee the reasonable cost of the repairs or other work. 7. Repairs by Lessee. Lessee agrees to repair or replace any damage or injury done to the Leased Premises, or any part thereof, caused by Lessee or Lessee's agents, employees, invitees, or visitors, at Lessee's own cost and expense within a reasonable time after written notice from Lessor. If Lessee fails to make such repairs or replacements within a reasonable time after written notice, Lessor may, at its option, make such repairs or replacements, and Lessee shall repay the cost thereof to the Lessor as additional rent within ten (10) days of written demand. However, for any repair work, other than repair work in emergency situations, costing over Five Hundred and no/100 Dollars ($500.00) to be performed by Lessee or Lessee's agents, Lessee shall not perform such repair work without Lessor's prior written consent. Any repairs or replacements in or to the Leased Premises, other than repair work in emergency situations, that would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00), and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for/by Lessor and let to the lowest responsible bidder after notice. Lessee shall not be liable for damage or loss that results from Lessor's failure to consent to repair work costing over Five Hundred and no/100 Dollars ($500.00) or from Lessor's failure to contract for repair work exceeding Five Thousand and no/100 Dollars ($5,000.00). 8. Routine Maintenance by Lessee. Lessee shall, at its own cost and expense, make all repairs and replacements required by this Lease, reasonable wear and use excepted, and excepting those repairs to be made by Lessor as set forth in Section 7 above. It is anticipated by the parties that in general, Lessee shall make repairs to the interior of the Leased Premises, and that Lessor shall make repairs to the exterior of the Leased Premises. 9. Waste. Lessee shall not commit waste (property abuse, destruction, or damage) beyond normal wear and tear of the Leased Premises. 10. Improvements, Alterations, and Additions. Lessee shall not make or allow to be made any major alterations or physical additions in or to the Leased Premises that affect the structure or any other improvements without first obtaining the written consent of Lessor, which shall not be unreasonably withheld. All work shall be done by contractors approved by Lessor. Any alterations or physical additions in or to the Leased Premises, other than repair work in emergency situations, that would require an expenditure exceeding Five Thousand and no/100 Dollars ($5,000.00), and which constitute a "public project" under Section 20161 of the California Public Contract Code, shall be contracted for by Lessor and let to the lowest responsible bidder after notice. Any and all such alterations, physical additions, or improvements, when made to the Leased Premises by Lessee, shall at once become the property of Lessor, and shall be surrendered to 2008 Lease of Premises known 3 City of National City/NC Historical Society as the Frank Kimball House Lessor upon the termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to trade fixtures, equipment, or furniture owned by Lessee. Any Lessee improvements, alterations, or additions shall comply with all government, local building code, permitting, and competitive bidding requirements. . Lessee shall give Lessor written notice five (5) days prior to employing any laborer or contractor to perform major work on the Leased Premises so that Lessor may post a notice of non -responsibility, if allowed by law. Lessee shall not be required to remove alterations, physical additions, or improvements upon termination of this Lease. 11. Utilities. Lessor will be responsible for payment of utilities, including but not limited to, electric, gas, telephone, security, fire alarm, sewer, trash, and water. Lessee understands that it is responsible for the proper disposal of debris in the designated trash receptacles provided by the Lessor. No trash is to be placed in front of or on the sides of the container nor should any trash be placed on top of the lids. Lessee further understands that it will be billed accordingly for not disposing of trash in the proper manner, which includes breaking down all boxes and containers prior to being placed in the trash bins. 12. Indemnity and Insurance. a. Disclaimer of Liability. Lessor shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, or dismantling of the Leased Premises, except to the extent caused by Lessor's negligence or willful misconduct. b. Indemnification. Lessee shall, at its sole cost and expense, defend, indemnify, and hold harmless Lessor and its officials, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "indemnitees"), from and against: ii. Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses, and expenses, including without limitation, reasonable fees and expenses of attorneys, expert witnesses, and consultants, which may arise out of or be in any way connected with Lessee's construction, maintenance, repair, use, operation, or dismantling of the Leased Premises or Lessee's failure to comply with any federal, State, or local statute, ordinance or regulation. iii. Lessee's obligations to indemnify indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the negligence or willful misconduct of one or more indemnitees. c. Assumption of Risk. Lessor warrants that it does not have actual knowledge that a dangerous condition exists at the Premises, except as may be specifically set forth in this Lease. Lessee undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors, and employees (collectively for the 2008 Lease of Premises known 4 City of National City/NC Historical Society as the Frank Kimball House purpose of this section), all risks of unknown dangerous conditions, if any, on or about the Leased Premises, and Lessee hereby agrees to indemnify and hold harmless Lessor against and from any claim asserted or liability imposed upon the Indemnitiees for personal injury or property damage to any person (other than from Indemnitee's negligence or willful misconduct) arising out of Lessee's construction, maintenance, repair, use, operation, or dismantling of the Leased Premises or Lessee's failure to comply with any federal, State, or local statute, ordinance or regulation. Defense of Lessor. In the event any action or proceeding shall be brought against Lessor by reason of any matter for which Lessor is indemnified hereunder, Lessee shall, upon notice from Lessor at Lessee's sole cost and expense, resist and defend the same with legal counsel mutually selected by Lessor and Lessee, provided however, that Lessee shall not admit liability in any such matter on behalf of Lessor without written consent of Lessor, and provided further that Lessee shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Lessor. e. Notice, Cooperation, and Expenses. Lessee shall give Lessor prompt notice of the making of any claim or the commencement of any action, suit, or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Lessor from cooperating with Lessee and participating in the defense of any litigation by Lessor's own counsel. f. Insurance. During the term of the Lease, Lessee shall maintain, or cause to be maintained, in full force and effect, and at itssole cost and expense, the following types and limits of insurance: Commercial general liability insurance with minimum limits of One Million and no/100 Dollars ($1,000,000.00) per occurrence and Two Million and no/100 Dollars ($2,000,000.00) aggregate for bodily injury, personal injury, and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability. ii. At the start of and during the period of any construction by Lessee, builders' risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery, and supplies of any nature whatsoever that are to be used in or incidental to the installation of improvements. iii. All policies shall be written on an occurrence, and not on claims made basis. iv. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. 2008 Lease of Premises known 5 City of National City/NC Historical Society as the Frank Kimball House g• v. Lessee shall furnish certificates of insurance and all required endorsements to Lessor before commencement of the Lease term. Additional Insureds. All policies shall name Lessor, the City of National City, and their officials, boards, commissions, employees, agents, and contractors as additional insureds (herein referred to as the "Additional Insureds"), pursuant to separate endorsements. h. Evidence of Insurance. Certificates of Insurance of each insurance policy required to be obtained by Lessee in compliance with this paragraph, along with written evidence of payment of required premiums shall be filed and maintained with Lessor annually during the term of the Lease. Lessee shall immediately advise Lessor of any claim or litigation that may potentially expose Lessor to liability. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following endorsement: At least thirty (30) days' prior written notice shall be given to Lessor by the insurer of any intention not to renew such policy or to cancel, replace, or materially alter same. Insurance Companies. All insurance shall be provided by insurers licensed to do business by the State of California or surplus lines carriers on the State of California Insurance Commissioner's approved list of companies qualified to do business in the State of California ("LESLI List"). All insurance carriers and surplus line carriers shall be rated A+, VII, or better by A.M. Best Company, or as otherwise approved by Lessor's Risk Manager. k. Deductibles. All insurance policies may be written with deductibles not to exceed $50,000, unless approved in advance by Lessor. Lessee agrees to indemnify and save harmless Lessor, the indemnitees, and Additional Insureds from and against the payment of any deductible, and from the payment of any premium on any insurance policy required to be furnished by the Lease. 1. Contractors. Lessee shall require that each and every one of its contractors and their subcontractors who perform work on the Leased Premises on behalf of Lessee to carry in full force and effect, workers' compensation, commercial general liability, and automobile liability insurance coverage of the type which Lessee is required to obtain under the terns of this paragraph with appropriate limits of insurance. m. Survival of Indemnity Provisions. The indemnity provisions of this Section 13 shall survive any termination of this Lease. n. Review of Limits. Once during each calendar year during the term of this Lease or any renewal thereof, Lessor may review the insurance coverages to be carried by Lessee. If Lessor determines that higher limits of coverage are necessary to 2008 Lease of Premises known 6 City of National City/NC Historical Society as the Frank Kimball House protect the interests of Lessor or the Additional Insureds, Lessee shall be so notified, and shall obtain the additional limits of insurance, at its sole cost and expense. 13. Inspection. Lessor, by and through its proper officers and employees, reserves and shall always have the right, upon reasonable notice and at a reasonable time, to enter the Leased Premises for the purpose of viewing and ascertaining the conditions of the same, and the operation and maintenance thereof. 14. Optional Termination by Lessor. After completion of the initial ten (10) years of the Lease term, this Lease may be terminated by Lessor upon one hundred eighty (180) days' written notice to Lessee, if Lessor determines, in its sole discretion, that the Leased Premises are needed for a public purpose. In the event of such termination, Lessor shall reimburse Lessee the Fair Market Value of all improvements installed by Lessee on the Leased Premises, as determined by an independent qualified appraiser retained by Lessor, and subject to Lessee's reasonable approval. 15. Removal of Personal Property. At the termination or expiration of this Lease or any extension thereof, Lessee shall, within ninety (90) days of written request by Lessor, remove any and all personal property not owned by Lessor, placed or erected on the Leased Premises during the term thereof, or any extension thereof, and that all expense connected with such removal shall be borne by Lessee. Lessor shall have the right to sell, destroy, remove, or otherwise dispose of any such personal property left on the Leased Premises longer than ninety (90) days after termination of this Lease. The premises shall be left by Lessee in a clean, neat, and safe condition, and the exclusive possession and use of the Leased Premises shall revert to Lessor. 16. Termination and Release of Prior Lease and Ownership in Historical Structure. Lessee agrees that concurrently with its execution of this Lease, it hereby terminates and releases the City all of its right, title, -and interest, including its leasehold interest in the real property located at 1615 East 4th Street, National City, and transfers to Lessor its ownership interest in the historic structure known as the Granger Hall, together with all accessory buildings, located at 1615 East 4th Street, National City. Lessee further agrees, concurrently with the execution of this Lease, to convey to City all of its right, title, and interest, including its leasehold interest, in the real property located at 1615 East 4th Street, National City, pursuant to a quitclaim deed, which shall be in the form attached hereto as Exhibit "A". Lessee further agrees, concurrently with the execution of this Lease, to transfer to Lessor all of its right, title, and interest in the Granger Hall, together with all accessory buildings, to Lessor pursuant to a Bill of Sale, which shall be in the form attached hereto as Exhibit "B". Said transfer from Lessee to Lessor shall include the entire contents of the Granger Hall including, without limitation, the piano and antique buffet located therein, but excluding the tables and chairs, which will remain in the Granger Hall and may be used by Lessor, but will remain in the ownership of Lessee. Lessor hereby grants Lessee a license, to remain in effect during the Lease term, to utilize 100 square feet of the Granger Hall, or of an accessory building the location of which shall be mutually agreed upon, for the storage of said tables and chairs, as well as other items of personal property belonging to Lessee. City consents to said termination of 2008 Lease of Premises known 7 City of National City/NC Historical Society as the Frank Kimball House Lessee's said leasehold interest, and accepts from Lessee the aforementioned Quitclaim Deed. Lessor consents to Lessee's transfer of the Granger Hall, and accepts from Lessee the aforementioned Bill of Sale. 17. Use of Granger Hall by Lessee. Lessor and Lessee agree that, subsequent to the execution of this Lease, Lessee shall be entitled to the exclusive use of the Granger Hall for twelve (12) days each year, at no cost to Lessee. The dates of such use shall be mutually agreed upon in advance by Lessor and Lessee. In its use of the Granger Hall, Lessee shall be responsible for the organization, set-up, and cleanup of its activities. 18. Non -Discrimination. Lessee agrees that there shall be no discrimination against or segregation of any person or group of persons because of race, color, creed, national origin, sex, sexual orientation, ancestry, marital status, physical handicap, or medical condition in the use, occupancy, or enjoyment of the Leased Premises, nor shall Lessee, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of users of the Leased Premises. 19. Waiver. The failure or omission of Lessor to terminate this Lease for any violation of any of its terms, conditions, or covenants shall in no way be deemed to be a consent by Lessor to such violation, and shall in no way bar, stop, or prevent Lessor from terminating this Lease thereafter, either for such or for any subsequent violation of any such term, condition, or covenant. 20. Signs. Lessee agrees that no sign, advertisement, or notice shall be inscribed, painted, or affixed on or to any part or portion of the outside of the Leased Premises, except to be of such type and color, size and style, and in such place as may be approved by Lessor, and which shall comply with the National City Municipal Code. Any additional signage or changes to existing signage after the commencement of this Lease will require Lessee to obtain all regulatory sign approvals (permits) for the Leased Premises. Lessee shall not be required to pay the customary fees for any such approvals or permits. 21. Waiver of Relocation Assistance. In consideration for the execution of this Lease by Lessor, Lessee hereby waives any claim for relocation assistance benefits to which it may otherwise be entitled under federal, State, or local law or regulations, upon vacation of the Leased Premises. 22. Compliance with Environmental and Other Laws. Lessee shall not engage in activities upon the Leased Premises, or any portion thereof, for the purpose of, or in any way involving the handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional), or any hazardous or toxic substances, materials or wastes, or any wastes regulated under any local, State or federal law; provided, however, normal quantities and use of those hazardous or toxic substances or materials customarily used in the conduct of Lessee's permitted uses, such as office supplies, cleaning products, and similar materials, may be used and stored by Lessee at the Leased Premises. 2008 Lease of Premises known 8 City of National City/NC Historical Society as the Frank Kimball House Lessee shall be, and remain for the term of this Lease, in full compliance with all applicable laws governing the use and occupancy of the Leased Premises, including, without limitation, the handling, manufacturing, treatment, storage, disposal, discharge, use, and transportation of hazardous or toxic substances, materials, or wastes, and any wastes regulated under any local, State or federal law. Lessee has been advised that no digging or excavation at the site, will be authorized without appropriate environmental oversight. In addition, Lessee has been advised that this site may have been constructed with building materials that at this time are considered hazardous substances. 23. Obstruction. Except as permitted by this Lease, and except for those materials customarily used in the conduct of Lessee's permitted uses, Lessee shall not place, install, maintain, or allow any combustible materials in buildings, structures, or other improvements upon the Leased Premises, and shall not cause or allow the surface elevation therein to be changed in any way whatsoever without Lessor prior written approval. 24. Lessee's Obligation to Quit. Lessee shall, upon termination of this Lease, leave, and peaceably and quietly surrender and deliver to Lessor the Leased Premises and all improvements, buildings, and fixtures hereon or constituting a part thereof, and any replacements or renewals thereof in a good condition, order, and repair as the same were at the commencement of this Lease or thereafter may have been put, reasonable wear and use excepted. Notwithstanding the foregoing or anything in this Lease to the contrary, Lessee shall have the right at any time during this Lease to remove from the Leased Premises Lessee's trade fixtures, furniture, equipment, and personal property, provided that Lessee repairs any damage caused by such removal. 25. Hazardous Substances. Lessee shall indemnify, protect, and hold harmless Lessor and its officials, agents, and employees from and against all costs and damages incurred by Lessor in connection with the presence, emanation, migration, disposal, release, or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from the Leased Premises as a result of (i) the operations of Lessee after the commencement of this Lease, and (ii) the activities of third parties affiliated with Lessee or invited on the Leased Premises by Lessee. Each party agrees that such party will promptly give written notice to the other party of any investigation, claim, demand, lawsuit, or other action by any governmental or regulatory agency or private party involving the Leased Premises, and any hazardous substance or environmental law of which such party has actual notice. 26. Lessor Remedies upon a Lessee Default. If Lessee is in Default and has failed to cure such Default within thirty (30) days, Lessor may, at its option, perform such duty or obligation giving rise to the Default on behalf of Lessee, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee within ten (10) days of receipt of invoice therefor. In the event of a Default, which Lessee has failed to cure within thirty (30) days, Lessor may, with or without further notice or demand and without limiting Lessor in the exercise of any right or remedy that Lessor may have by reason of such Default, terminate the Lessee's right to possession of the Leased Premises by any lawful 2008 Lease of Premises known 9 City of National City/NC Historical Society as the Frank Kimball House means, or continue the Lease, and/or pursue any other remedy now or hereafter available under the laws or judicial decisions of the State of California. 27. Representations and Warranties. The parties represent and warrant that they have powers adequate for the execution, delivery, and performance of their obligations under this Lease, they have taken all necessary actions required to make this Lease the valid and enforceable obligation it purports to be, and this Lease has been duly executed and delivered. 28. Severability; Choice of Law. If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. Provided however, that if any portion of Section 3 herein is determined to be void or unenforceable, this Lease shall terminate. Notwithstanding the foregoing, Lessor and Lessee shall first make best efforts to revise Section 3 to the extent necessary to bring it in compliance with any law by which it is declared void or unenforceable without sacrificing, to the extent possible, the intentions of Lessor and Lessee when initially drafting Section 3. This Lease shall be governed and construed in accordance with the laws of the State of California. 29. Brokers. Each party hereto represents and warrants to the other that it has not dealt with any broker in connection with the Leased Premises or this Lease. Each party hereto hereby indemnifies and holds the other harmless from and against any liability for commissions due any broker or finder with whom such party has dealt in connection with this Lease. 30. Mailings & Noticing. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, fax or email; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility; (iii) if mailed by registered, certified, or ordinary mail, three (3) days (five (5) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service; (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid; or (v) if given by telex, telecopy, facsimile, fax, or email, when sent. Any payment, notice, request, demand, direction, or other communication delivered or sent as specified above shall be directed to the following persons: To City: City Manager City of National City 1243 National City Boulevard National City, California 91950-430I 2008 Lease of Premises known 10 City of National City/NC Historical Society as the Frank Kimball House To Lessor: To Lessee: Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, California 91950-4301 National City Historical Society do Janice Martinelli 926 A Avenue National City, CA 91950-3318 31. Entire Agreement. This Lease supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 32. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength; (ii) each party has actively participated in the drafting, preparation and negotiation of this Lease; (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Lease; (iv) each party, and such party's counsel and advisors, have reviewed this Lease; (v) each party has agreed to enter into this Lease following such review and the rendering of such advice; and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Lease, or any portions hereof, or any amendments hereto. 33. No Agency. Nothing in this Lease Agreement shall cause or imply any agency relationship or duty between Lessor and Lessee. 34. Counterparts. This Lease may be signed in counterparts. 35. Recordation. This Lease may be recorded. (Signature Page to Follow) 2008 Lease of Premises known as the Frank Kimball Ilouse 1 1 City of National City/NC Historical Society IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written above. COMMUNITY DEVELOPMENT COMMISSION NATIONAL CITY OF THE CITY OF NATIONAL CITY HISTORICAL SOCIETY (Lessor) (Lessee) Ron Morrison Chairman CITY OF NATIONAL CITY on Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III City Attorney/Legal Counsel BY: Print: Title:. il\ktekovy, a f('`' iiiaelli By: 'ems es Print: Zed/se > k%1 Title: 0,'• /%?,15E4- 2008 Lease of Premises known IZ City of National City/NC Historical Society as the Frank Kimball House RECORDING REQUESTED BY: George H. Eiser, III, City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4301 WHEN RECORDED MAIL THIS DEED AND, UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: George H. Eiser, III, City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4301 SPACE ABOVE THIS LINE FOR RECORDER'S USE Quitclaim Deed APN 554-050-11 The undersigned grantor(s) declare(s): Document transfer tax is $ -0- City of National City, and FOR TEN DOLLARS ($10) AND OTHER VALUABLE CONSIDERATION, receipt of which is hereby acknowledged The National City Historical Society hereby REMISE(S), RELEASE(S) AND FOREVER QUITCLAIM(S) to The City of National City that property in the City of National City, County of San Diego, State of California, described as: 1615 East Fourth Street, National City, CA 91950, as more fully described in the attached Exhibit "A" Dated State of California County of San Diego ) S.S. , 2008. Signature of Grantor On before me personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public MAIL TAX STATEMENT TO: (This area for official notarial seal) EXHIBIT A EXHIBIT "A" A.P.N. 554-050-11 GRANGER HALL ALL THAT PORTION OF THE WEST HALF OF 80 ACRE LOT 1 IN QUARTER SECTION 130, RANCHO DE LA NACION, ACCORDING TO MAP THEREOF NUMBER 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE NORTHERLY 100 FEET OF THE SOUTHERLY 140 FEET OF THE WESTERLY 574.50 FEET OF SAID WEST HALF. EXCEPTING THEREFROM: THE WESTERLY 180 FEET, AND ALSO THE PORTION EASTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE AFORESAID WESTERLY 574.50 FEET; THENCE NORTH 17° 46' 41" WEST 12.36 FEET; THENCE NORTH 40° 42' 58" WEST 95.02 FEET TO THE NORTH LINE OF THE SAID SOUTHERLY 140 FEET OF SAID WEST HALF. AND ALSO, EXCEPTING THEREFROM THAT PORTION RESERVED FOR COMMERCIAL RENTAL, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWESTERLY CORNER OF SAID 80 ACRE LOT 1, IN SAID QUARTER SECTION 130; THENCE NORTH 72° 00' 25" EAST, ALONG THE SOUTHERLY LINE OF SAID 80 ACRE LOT 1, A DISTANCE OF 574.50 FEET; THENCE NORTH 17° 46' 41" WEST., 52.36 FEET; THENCE NORTH 40° 42' 58" WEST, 84.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 40° 42' 58" WEST, 10.87 FEET; THENCE SOUTH 72° 00' 25" WEST, 35.00 FEET; THENCE SOUTH 17° 46' 41" EAST, 10.00 FEET; THENCE NORTH 72° 00' 25" EAST, 39.26 FEET MORE OR LESS TO THE TRUE POINT OF BEGINNING. AREA FOR COMMERCIAL RENTAL: 371 SQUARE FEET OR 0.0085 ACRES.AREA OF GRANGER HALL EXCEPTING 371 SQUARE FEET RESERVED FOR COMMERCIAL RENTAL: 37,457 SQUARE FEET OR 0.8599 ACRES. NATI CITY ENGR. DEFT. No. 4' 7 B �} REF. ip16 ] BY W.T DATE gl2/92 CKD. DATE. CKD DATE BILL OF SALE For Ten Dollars ($10.00) and other valuable consideration, receipt of which is hereby acknowledged, THE NATIONAL CITY HISTORICAL SOCIETY hereby sells, conveys, and assigns all rights, title, and interest in the improvements and personal property located at 1615 East 4th Street, National City, CA 91950, commonly known as The Granger Hall, including therewith all accessory buildings and structures appliances, fixtures, furniture (excluding the tables and chairs kept inside the building), and equipment, to THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY. The National City Historical Society covenants and agrees that it is the lawful owner of said improvements and personal property; that it is free from encumbrances; and that it has the right to sell said improvements and personal property. Dated: , 2008. NATIONAL CITY HISTORICAL SOCIETY By: (Print) Dated: , 2008. By: (Print) EXHIBIT B CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Sr'vi DIPct0 On flaffj5t2.1A) 8 , before me, personally appeared .Sail ice Al_a_dEine_ /t 41hcli • ra.i Name(s) of Signer(s V. M. QRCUTT Commission # 1631682 Notary Public CaNtornla San Diego County f MyCanm.F mDec 20. Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ia/are subscribed to the within instrument and acknowledged to me that he/s#c,/they executed the same in his/tier/their authorized capacity(ies), and that by fief/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 61. ,Ar Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: /45/4 jee ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardiannor Conservator ( Other: trct NAPitt r'-f Signer Is Reppnresenting: N5'.'fionaY e 1-(11-drice; Q t3tCLf ?J) Corporate Officer — Title(s): RIGHTT OF 9 HUMBPRINT GNER Top of thumb here Signer's Name: Zf c .xtic e_ /cr f ill. i/i ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee 1-1 Guardian or Conservator l Other: Pr _5/4 ')7 f Signer Is Representing: i-f f73r)csaJ 0Ci h1 RIG HTT OF UMBPRINT GNER Top,of. thumb here 02007 National Notary Association-9350 De Soto Ave., P.0, Box 2402- Chatsworlh, CA 91313-2402. www.NatonalNotaryorg Item 45907 Reorder:Call Toll -Free 1-80-876-6827 Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General LJ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: M!'A(���Y (VIA � LI�Ce ; /'rhn :f Signer Is Representing: L� ' C « !-r1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of SO l e f (� On #.2 57/U before me, J�, °�e } a n I Lc 6 I/ Date I ere Insert name and the of a cer personally appeared } T7 (,LOrI-I'sesr-) Name(s) of Signer(s) 1C M. ORCUTT Carolinian* 1631452 Hatay Public California rl San Diego Cos y [ yCocmt.ExpiresDec 20.20091 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s)-whose name* is/ire subscribed to the within instrument and acknowledged to me that he/she/they executed the same in histier/ttteir..authorized capacity(ies) and that by his/herttheir-signature(s) on the instrument the persor>fs1, or the entity upon behalf of which the person(syacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document p Title or Type of Document: �er s to -t7rr 4-113► y-6 t�5 c� �.�' s 1, /1 4e i L -S 7 L L c.f.( rt Document Date: B//Gj J08 Nu'moer—o ge i.a Signer(s) Other Than Named Above: [{) Capacity(ies) Claimed by Signer(s) 1' Ull %fScThr, RIGHT THUMBPRINT OF SIGNER 4vr • ere Signer's Name: ❑ Individual LJ Corporate Officer —Title(s): 0 Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02007 National Notary Assodalan • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • Top of thumb here NalionalNotaryorg Item rt5907 Roorder: Cot Tat -Free 1-800-876-6827 RESOLUTION NO. 2008 — 167 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ACCEPTING THE TERMINATION OF THE LEASE WITH THE CITY OF NATIONAL CITY AND THE NATIONAL CITY HISTORICAL SOCIETY FOR THE LAND ON WHICH THE GRANGER HALL IS LOCATED, ACCEPTING A QUITCLAIM DEED FROM THE HISTORICAL SOCIETY FOR SAID LAND, AND DIRECTING THE RECORDATION OF SAID QUITCLAIM DEED WHEREAS, the National City Historical Society ("Historical Society") is desirous of leasing from the Community Development Commission ("CDC"), and the CDC is desirous of leasing to the Historical Society, the first floor of the historical residential structure located at 923 "A" Avenue, National City, commonly known as the Frank Kimball House ("Kimball House"); and WHEREAS, the Historical Society is desirous of transferring all of its right, title, and interest in the Granger Hall to the CDC; and WHEREAS, the City of National City ("City") is the owner of the real property located at 1615 East Fourth Street, National City on which the Granger Hall is located; and WHEREAS, the Historical Society leases said real property from the City, which lease ("Granger Hall Lease") will no longer be necessary once the Historical Society no longer owns the Granger Hall; and WHEREAS, the Historical Society is willing to terminate the Granger Hall Lease concurrently with the execution of the Kimball House Lease and the transfer to the CDC of all of its right, title, and interest in the Granger Hall; and WHEREAS, the City is willing to terminate the Granger Hall Lease concurrently with the execution of the Kimball House Lease and the transfer to the CDC of the Granger Hall;, and is further willing to accept a quitclaim deed from the Historical Society for the land on which the Granger Hall is located. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby accepts the termination of the Granger Hall Lease by and between the City of National City and the National City Historical Society for the land on which the Granger Hall is located (1615 East Fourth Street), accepts a quitclaim deed from the Historical Society for said land, directs that a certificate of acceptance be executed, and that said quitclaim deed and certificate of acceptance be recorded in the Office of the San Diego County Recorder. PASSED and ADOPTED this 19th day of Augu , 2►,08. L n Morrison, Mayor ATTEST: d APPROVED AS TO FORM: 4r Mich: -I R. Dalla, City Clerk George H."Eiser, Ill City Attorney Passed and adopted by the Council of the City of National City, California, on August 19, 2008 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Ungab, Zarate. Nays: None. Absent: Councilmember Natividad. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City City, California CI of the City of tional By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-167 of the City of National City, California, passed and adopted by the Council of said City on August 19, 2008. City Clerk of the City of National City, California By: Deputy City of National City, California CITY COUNCIL AGENDA STATEMENT MEETING DATE August 19, 2008 AGENDA ITEM NO. 11 ITEM TITLE A resolution accepting the termination of the Lease with the National City Historical Society for the land (1615 East 4th St) on which Granger Hall is located, accepting a quitclaim deed from the Historical Society for said land, and directing the recordation of said quitclaim deed. PREPARED BY Patricia Beard (ext 4255) Redevelopment Manager DEPARTMENT Redevelopment Division EXPLANATION: On this evening's CDC agenda, the Board will consider approving a lease with the National City Historical Society ("Society") related to the Kimball House and, in consideration, transferring ownership in the Granger Hall from the Society to the CDC. This resolution is a companion to the proposed CDC lease and acquisition. It terminates said Granger Hall Lease should the CDC item be approved. Please see the companion CDC agenda statement for full information. Environmental Review Not applicable. Financial Statement None. Account No STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION Not applicable. STRATEGIC GOAL le) Partner with community groups; 7b) invest in aging public facilities; 8a) cultivate a plan for City -owned historic and cultural properties. J I ATTACHMENTS Resolution No.