LEASE AGREEMENT BETWEEN
THE CITY OF SALINAS AND LAZ
PARKING CALIFORNIA, LLC
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 City of Salinas Page 1 of 10
Lease Agreement—5 Station Place
August 10, 2021
TABLE OF CONTENTS
RECITALS .................................................................................................................................................................... 2 AGREEMENT .............................................................................................................................................................. 2
1. PREMISES. ...................................................................................................................................................... 2
2. TERM. .............................................................................................................................................................. 2
3. RENT................................................................................................................................................................ 2
4. USE. ................................................................................................................................................................. 2
5. COMPLIANCE WITH LAWS. ....................................................................................................................... 3
6. TAXES AND ASSESSMENTS. ...................................................................................................................... 3
7. UTILITIES. ...................................................................................................................................................... 3
8. ALTERATIONS AND IMPROVEMENTS. ................................................................................................... 3
9. MAINTENANCE AND REPAIRS. ................................................................................................................. 3
10. INDEMNIFICATION. ..................................................................................................................................... 3
11. INSURANCE. .................................................................................................................................................. 3
12. HAZARDOUS SUBSTANCES. ...................................................................................................................... 3
13. ENTRY AND INSPECTION. .......................................................................................................................... 4
14. REMOVAL OF PERSONAL PROPERTY; RESTORATION OF PROPERTY. ............................................ 4
15. ASSIGNMENT AND SUBLETTING. ............................................................................................................ 4
16. DEFAULT AND REENTRY. .......................................................................................................................... 4
17. FORCE MAJEURE. ......................................................................................................................................... 4
18. SUCCESSORS AND ASSIGNS. ..................................................................................................................... 4
19. ENTIRE AGREEMENT................................................................................................................................... 4
20. AMENDMENTS. ............................................................................................................................................. 4
21. NOTICES. ........................................................................................................................................................ 4
22. WARRANTY OF TITLE. ................................................................................................................................ 5
23. NON-DISCRIMINATION IN USE AND AVAILABILITY. .......................................................................... 5
24. ACCIDENT REPORTS. ................................................................................................................................... 5
25. AMERICANS WITH DISABILITIES ACT AND TITLE 24 COMPLIANCE. .............................................. 5
26. SIGNS AND ADVERTISING. ........................................................................................................................ 5
27. LIENS AND ENCUMBRANCES. ................................................................................................................... 5
28. JURISDICTION. .............................................................................................................................................. 5
29. COUNTERPARTS. .......................................................................................................................................... 5
30. FURTHER ASSURANCES. ............................................................................................................................ 5
31. RIGHTS AND OBLIGATIONS UNDER THIS LEASE. ................................................................................ 5
32. INVALIDITY. .................................................................................................................................................. 5
33. SURVIVAL. ..................................................................................................................................................... 6
34. EXHIBIT A ...................................................................................................................................................... 7
35. EXHIBIT B ....................................................................................................................................................... 8
36. EXHIBIT C ....................................................................................................................................................... 9
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 City of Salinas Page 2 of 10
Lease Agreement—5 Station Place
August 10, 2021
LEASE AGREEMENT
5 Station Place, Salinas, California
THIS LEASE AGREEMENT is made and entered into this 10th day of August 2021, by and between the City of Salinas, a California charter city and municipal corporation, hereinafter called the “City,” and LAZ Parking California, LLC, a Connecticut Limited Liability Corporation, hereinafter called “Tenant.”
RECITALS
WHEREAS, the City is the owner of that real property (the “Property”) in the City of Salinas, California, County of Monterey, said Property being Monterey County Assessor’s Parcel Number 002 -171-033-000; and
WHEREAS, Tenant desires to utilize a portion of the Property consisting of approximately 394 square feet of space at 5 Station Place, which is more particularly shown on Exhibit A, attached hereto and incorporated herein by reference (the “Premises”); and
WHEREAS, the City desires to lease the Premises to the Tenant for the term hereinafter pro vided and the Tenant desires to accept such Lease upon the terms and subject to the conditions contained herein .
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Lease, the parties agree as follows:
AGREEMENT
1. PREMISES. The City hereby leases to the Tenant and the Tenant hereby leases from the City, upon the terms and conditions herein set forth, that certain real property and its appurtenances, situated at 5 Station Place, Salinas, CA 93901 and described more particularly in Exhibit A, which is attached and incorporated herein by reference. The Tenant shall accept the Premises “as -is, where -is” following an inspection of the premises and execution of the “Acceptance of the Leased Premises” provided in Exhibit B to this Agreement.
2. TERM. This Lease shall be for a term of two (2) years, commencing on August 10 , 2021, ("Commencement Date"), and ending on August 31, 2023 (the “Initial Term”), unless terminated earlier pursuant to the provision of this Lease. The Tenant may request a renewal of the Lease for an additional two (2) year period from September 1, 2023 to August 31, 2025 (the “Extended Term”) by submitting a written request to the City at least sixty (60) days prior to the expiration of the Initial Term. The terms and conditions of a renewed lease shall be subject to the negotiation of the parties to this Lease.
Upon the expiration or the earlier termination of this Lease, Tenant shall peaceably vacate the Premises and any and all improvements located thereon and deliver the same to the City in at least as good a condition as it was delivered to Tenant on the Commencement Date, reasonable wear and tear and casualty excepted.
Any holding over after the expiration of the term, or any renewal thereof, with the consent, express or implied, of the City, shall be construed to be a tenancy from month to month, and shall otherwise be on the terms and conditions herein specified, as far as applicable. This Lease may only be extended upon then mutual written agreement of the parties.
3. RENT. Commencing on the Commencement Date and continuing through the entire term of this Lease, Tenant shall pay to the City, as rent, the am ount of eight-hundred sixty-seven dollars ($867.00) per month (“Rent”) for the use and the possession of the Premises . If pursuant to Section 2 “Term” th is Lease is extended , this Rent shall be increased to nine hundred ten dollars ($910.00) per month, effective at the beginning of the Extended Term.
4. USE. Tenant shall use the Premises for general office use. Tenant may alter said use to any lawful purpose, upon the written consent of the City, which consent shall not be unreasonably withheld.
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 City of Salinas Page 3 of 10
Lease Agreement—5 Station Place
August 10, 2021
5. COMPLIANCE WITH LAWS. Tenant shall comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal relating to Tenant’s use and occupancy of the Premises whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted.
6. TAXES AND ASSESSMENTS. This Lease may create a taxable possessory interest, the timely payment of whic h, together with any other taxes or assessments imposed against Tenant or the activities of Tenant shall be paid by Tenant before they become delinquent. The City shall be responsible for the payment of all real property assessments imposed on the Premise s by any improvement district or special taxing authority. During the lease term, all real estate taxes for the Premises shall be paid by the City.
7. UTILITIES. City shall be responsible for all charges for the furnishing of gas, water, electrici ty, telephone service, garbage pickup and disposal, and other public utilities to the Premises during the term of this Lease.
8. ALTERATIONS AND IMPROVEMENTS. Prior to occupancy, Tenant acknowledges personal inspection of the Premises and of the surrounding areas and evaluation of the extent to which the physical condition of the Premises and of the surrounding area will or may affect the operation of the Premises. By signing the “Acceptance” provided in Exhibit B and attached hereto, the Tenant has completed its evaluation, and accepts the Leased Premises in “As-is, Where-is” condition, provided that the City shall clean and refurbish the interior of the Premises to reasonable standards prior to the Commencement Date. Tenant shall, at its sole cost and expense, make any and all alterations necessary to use the Premises for Tenant’s business purposes. The City has made no other representations or warranties as to the condition of the Pre mises or to its fitness for the uses intended by the Tenant.
Tenant shall make no demand upon the City for any improvements, rehabilitation, repairs or alterations of the Premises.
Any alterations, remodeling or utility installations by Tenant during the term of the Lease shall be performed only upon the City’s written approval and shall be done in a good and workmanlike manner, with good and sufficient materials, and in compliance with all applicable laws, regulations, and building codes. All improvements, alterations and fixtures (including, but not limited to, trade fixtures as that term is defined in Civil Code Section 1019) made or placed in or on the Premises by Tenant during the term of this Lease shall be owned and insured by Tenant, and such improvements, alterations, and fixtures may be depreciated for income tax purposes by Tenant, provided that Tenant removes, at its sole expense, such improvements, alterations , and fixtures at or prior to the expiration or sooner termination of this Lease and restores the Premises to their original condition as nearly as practicable. In the event that Tenant does not so remove such improvements, alterations , and fixtures, they shall become the property of the City for no further consideration of any kind, and Tenant shall execute any documents that may be required to convey its interest in such improvements, alterations and fixtures to the City.
9. MAINTENANCE AND REPAIRS. The City shall keep in good repair the exterior walls, roofs, parking lot, sidewalks, and heating and cooling system, excluding all windows, doors, glazing, and landscaping of the building. Except as provided in the preceding sentence, Tenant, at its sole cost, shall keep and maintain the Premises and every part thereof, both in side and outside, including all windows, doors, glazing, and landscaping clean and in good repair, and including, but not limited to, the repair of all appurtenances to the same condition or better as when received, damages by fire, act of God, or by the e lements excepted, and to remove all of Tenant's signs from the Premises upon termination or expiration of this agreement. Further, Tenant shall provide its own custodial services for said Premises.
10. INDEMNIFICATION. Tenant shall defend, hold harmless, and indemnify City and its officers, officials, employees, and volunteers from and against any and all liability, loss, damage, expense, and costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with this Lease, Tenant’s performance of work hereunder, or Tenant’s failure to comply with any of its obligations contained in this Lease, except such loss or damage which was caused by the sole negligence or willful misconduct of the City.
11. INSURANCE. Tenant shall, at its own cost and expense, maintain the insurance specified and required at Exhibit C hereto.
12. HAZARDOUS SUBSTANCES. Tenant shall not use any portion of the building or parking lot for DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 City of Salinas Page 4 of 10
Lease Agreement—5 Station Place
August 10, 2021
the storage or use of flammable or hazardous substances. The City understands and acknowledges that vehicles parked at the parking spaces will use hazardous substances in order to operate, including gasoline and oil. Tenant shall be solely responsible for the clean-up and remediation of any spill or discharge or any hazardous substances including, but not limited to, gasoline and oil from such vehicles. As required by law, Tenant shall immediately notify the City in writing of any material release of haz ardous substances and of any hazardous substances that have come to be located on or beneath the Premises.
13. ENTRY AND INSPECTION. The City shall have the right to enter the Premises at all reasonable times for the purpose of inspection, posting notices, or other lawful purposes.
14. REMOVAL OF PERSONAL PROPERTY; RESTORATION OF PROPERTY. At the expiration or the earlier termination of this Lease, Tenant shall at its sole cost and expense remove all items of personal property and all improvements placed in the Premises by Tenant and shall clean the Premises such that the same is restored to at least as good as condition as it was at the time of commencement of this Lease.
15. ASSIGNMENT AND SUBLETTING. Tenant shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any improvements that may now or hereafter be constructed or installed on the Premises to any other person or entity without first obtaining the express written consent of the City. The Tenant shall ensure that the terms and the conditions of this Lease are incorporated into the terms and the conditions of any sublease or assignment, including the sublease from the Tenant.
16. DEFAULT AND REENTRY. In the event of any breach of any obligation to be performed by Tenant hereunder, including non-payment of rent, which is not cured within thirty (30) days of the date upon which notice of such breach is given to Tenant, or upon the abandonment or vacation of the Premises by Tenant, the City, in addition to any other rights or remedies as may be provided by law, shall have the right to terminate this Lease, immediately reenter the Premises, without notice, and remove all persons and property from the Premises.
17. FORCE MAJEURE. If either party is unable to perform its duties under this Lease due to acts of God, strikes, lockouts, labor disputes, inability to obtain labor, governmental restrictions, regulations or controls, civil commotion, fire or other casualty, emergency , or any other cause beyond the reasonable contr ol of the party, such non-performing party shall be excused from performance by the other party, and shall not be in breach of this Lease, for a period equal to any such prevention, delay or stoppage.
18. SUCCESSORS AND ASSIGNS. Except as otherwise provided for herein, the parties expressly agree that, subject to the terms of this Lease, all terms and conditions of this Lease shall extend to and be binding upon or inure to the benefit of the heirs, executors, administrators, personal repr esentative, assigns and successors in interest of both the respective parties hereto.
19. ENTIRE AGREEMENT. This Lease expresses the whole contract between the parties, there being no representations, warranties, or other understandings not here exp ressly set forth or provided. This Lease may be executed in duplicate, each of which when so executed and delivered shall be deemed an original, but such duplicate together shall constitute but one and the same instrument.
20. AMENDMENTS. This Lease may be amended at any time and from time to time, provided that no amendment to this Lease shall be legally enforceable against the City or Tenant unless it is in writing, executed and acknowledged by both parties.
21. NOTICES. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been given fully, when made in writing and personally delivered as shown below, or deposited in the United States mail, certified, return receipt requested, postage prepaid, and addressed as follows:
City: City of Salinas Tenant: Rod Howery, RVP 200 Lincoln Avenue 5901 Christie Ave, Ste. 202 Salinas, CA 93901 Emeryville, CA 94608 Attn: City Manager (510) 250-2052
w/copy to: City Attorney [email protected] DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 City of Salinas Page 5 of 10
Lease Agreement—5 Station Place
August 10, 2021
22. WARRANTY OF TITLE. The City warrants and represents that it has the sole and the exclusive title to the Premises such that it may enter into this Lease. The City further warrants and represents that the execution, delivery, or performance of this Lease will not conflict wit h or violation any other agreements by which the City is bound, or any law, rules, regulation, or ordinance by which the City is bound.
23. NON-DISCRIMINATION IN USE AND AVAILABILITY. Tenant shall not discriminate on the basis of a person’s place of res idence, their race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex , or sexual orientation, against any participant in, recipient of, or applicant for any services or programs provide d by at the Premises. Tenant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and non -discrimination in the provision of any services or programs offered at the Premises.
24. ACCIDENT REPORTS. Tenant shall immediately report to the City in writing any accident causing or reasonably estimated to have caused more than one thousand dollars ($1,000) worth of property damage or any serious injury to person or to property that occurs on or in connection with the Premises. This written report shall contain the names and addresses of the parties involved, a statement of the circumstances, the date and the hour, the names and the addresses of any witnesses, and any other pertinent information.
25. AMERICANS WITH DISABILITIES ACT AND TITLE 24 COMPLIANCE. Prior to occupancy, City shall ensure and shall be responsible for ensuring that all building improvements and other improvements on the Premises are compliant with the Americans with Disabilities Act and Title 24 of the California Code of Regulations and Tenant shall be solely responsible for making any repairs or improvements n ecessary to bring such buildings, structures, and other facilities into compliance. Consistent with the provisions of Section 8 of this agreement, (Alterations and Improvements), the Tenant shall be responsible for compliance with the Americans with Disabilities Act and Title 24 of the California Code of Regulations for those changes to the premises o ccurring after occupancy by the Tenant.
26. SIGNS AND ADVERTISING. Tenant shall not place or erect any temporary or permanent signs or advertising upon the Premises which will cause damage or which will otherwise alter the physical structure of any structure or building located on the Premises. The placement or erection of any sign or advertising upon the Premises shall be in accordance with the requirements of the Salinas City Code in effect at the time such sign is proposed to be placed or erected.
27. LIENS AND ENCUMBRANCES. Tenant shall keep the Premises free and clear of any liens or encumbrances of any kind whatsoever created by Tenant or any of its acts or omissions.
28. JURISDICTION. This Lease shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Lease shall be in the State of California, in the County of Monterey, or in the appropriate federal court with jurisdiction over the matter. In case suit shall be brought to interpret or to enforce this Lease, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall b e entitled to recover their reasonable attorney fees in addition to such costs as may be allowed by the court. City’s attorney fees, if awarded, shall be calculated at the market rate.
29. COUNTERPARTS. This Lease may be executed in one or more counter parts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
30. FURTHER ASSURANCES. Both parties agree to take whatever action may be necessary to perform their respective and their mutual obligations under this Lease.
31. RIGHTS AND OBLIGATIONS UNDER THIS LEASE. By entering into this Lease, the Parties do not intend to create any obligations express or implied other than those set out herein; further, this Lease shall not create any rights in any party not a signatory hereto.
32. INVALIDITY. The invalidity or unenforceability of any provisions of this Lease shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
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Lease Agreement—5 Station Place
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33. SURVIVAL. In no way shall the insurance requirements herein limit Tenant’s indemnification obligations hereunder, and Tenant’s indemnification obligations shall survive termination of this Lease.
IN WITNESS WHEREOF, the undersigned, as authorized representatives of the parties, have entered into this Lease as of the date first written above.
CITY OF SALINAS LAZ PARKING CALIFORNIA, LLC
_______________________________ _______________________________ Kimbley Craig, Mayor Michael Harth
Chief Cultural Officer
APPROVED AS FORM:
_________________________________
□ Christopher A. Callihan, City Attorney or
□ Rhonda Combs, Assistant City Attorney
ATTEST:
_______________________________
Patricia Barajas, City Clerk
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851
EXHIBIT A
The Premises, located at 5 Station Place, being a portion of Monterey County Assessor’s Parcel Number 002-171-033-000
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851
EXHIBIT B
ACCEPTANCE OF THE LEASED PREMISES
I, Michael Harper , Operations Manager , representing LAZ Parking California, LLC , have inspected the offices and common grounds at 5 Station Place , Salinas California, owned by the City of Salinas. I have determined that this building and property will be suitable for my business practices, and I hereby accept the Leased Premises in “as-is, where-is” condition.
Signature: __________________________________ Date________________
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851 8/26/2021 | 8:22 AM PDT
EXHIBIT C
INSURANCE REQUIREMENTS
Tenant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Tenant, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Tenant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Property insurance: against all risks of loss to any tenant personal property, improvements, or betterments at full replacement cost with no coinsurance penalty provision.
If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be ent itled to the broader coverage and/or the higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Tenant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the Tenant’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Tenant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.
Waiver of Subrogation
Tenant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Tenant may acquire against the Entity by virtue of the payment of any loss under such insurance. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.
Verification of Coverage
Tenant shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
DocuSign Envelope ID: 9E277808-9FCB-4554-81D9-4EEADEB28851