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HomeMy WebLinkAboutAgr 2013-06-01 (State of California; Zelinsky Properties)To: From: Subject: Reviewed By: TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Mayor and Members of the Town Council Office of the Town Attorney Town Council Meeting June 5, 2013 Agenda Item Recommendation to Approve an Agreement with the State of California Department of Parks and Recreation and Zelinsky Properties to Terminate the Lease between Said Parties. BACKGROUND AND ANALYSIS The State of California Department of Parks and Recreation ( "State Parks ") has leased the restrooms at 23 -25 Main Street from Zelinsky Properties since 1996. That lease will expire on June 30, 2014 and the State does not plan to renew it. On March 6, 2013, the Town Council approved a lease between the Town and Zelinsky Properties for the restrooms. That agreement will become effective upon the termination of the State Parks lease. Also on March 6r�, the Council approved plans to renovate the restrooms. However, the construction cannot proceed until the State Parks lease is terminated and the Town's new lease takes effect. Staff has negotiated an agreement with State Parks and Zelinsky Properties that would terminate the State Parks lease effective July 1, 2013. In consideration for its early release from the lease, State Parks would make mon y payments to the Town in the amount of the current rent, $684.00, until July 1, 2014. The Town would agree to use those funds to offset the improvements of the premises. FINANCIAL IMPACT State Parks monthly payments would total $8208.00 during fiscal year 2013 -2014. This would represent a small offset the cost of the project's construction costs. On the debit side, the Town would become responsible for rent and other payments to Zelinsky Properties effective July 1, 2013. However, the Council accepted these costs in approving the lease on March 6, 2013. RECOMMENDATION Staff recommends that the Town Council: TOWN OF TIBURON PAGE 1 OF 2 Town Council Mcering junc .5, 2013 Move to approve the attached Agreement with the State of California, Department of Parks and Recreation and Zelinsky Properties and authorize the Town Manager to execute it after making any necessary minor changes.' Exhibits: Draft Agreement Prepared By: Ann R. Danforth, Town Attorney Attorneys for the respective parties are still working on minor wording changes. nil Tlrt `7:0\ P., e 2 ni 2 AGREEMENT REGARDINGTERMINATION OF LEASE OF RESTROOM FACILITIES LOCATED AT TIBURON, CALIFORNIA THIS AGREEMENT, made and entered into this day of 2013, by and between the TOWN OF TIBURON, a municipal corporation ( "Town "), THE STATE OF CALIFORNIA acting by and Through the Department of Parks and (hereinafter "State ") and ZELINSKY PROPERTIES, LLC, ( "Lessor"). RECITALS A. On March 5, 1996, the State entered into an agreement with Main Street Properties for, among other things, the lease of 465 square feet of space upon which were located restroom facilities, together with certain access rights ( 'Premises'). A copy of this agreement ( "State Parks Lease") is attached hereto and incorporated herein as Exhibit A. The State Parks Lease will terminate on June 30, 2014 and the State does not intend to renew the Lease. B. In 2006, Lessor acquired Main Street Properties' interest in the Premises and Main Street Properties no longer has an interest in the Premises or the State Parks Lease. C. For many years, before and since the date of the State Parks Lease, the Premises have served as the primary public restroom facilities in downtown Tiburon and the Town and several downtown businesses have cooperated in the maintenance of the Premises. D. The Premises' condition has deteriorated and they require significant improvements for public convenience and to comply with current building codes. E. The Town has negotiated a lease agreement with the Lessor for the Premises ( "Town Lease "), which lease shall take effect upon the termination of the State Park Lease. A copy of the Town Lease is attached hereto and incorporated herein as Exhibit B. However, for the enhancement of the downtown, the Town would like to begin the necessary improvements of the Premises before the expiration of the State Parks Lease. The Parties have agreed to the earlier termination of the State Parks Lease under -the terms. and conditions set forth in this Agreement. AGREEMENT 1. The State Parks Lease shall be terminated as of July 1, 2013 ("Termination Date'. 2. As of the Termination Date, Lessor agrees to release State and State agrees to release Lessor of all rights and obligations of the State Parks Lease. 3. The State Parks Lease requires the State to make monthly rental payments of $684.00 to Lessor, payable in arrears at the end of each month. In lieu of making the 12 remaining rental payments, the State shall pay $8,208.00 ($684.00 X 12) to the Town within 45 days of the Termination Date or upon the passage of the 2013 -2014 Budget Act, whichever is later. Town shall use these funds for the necessary improvements of the Premises Town shall provide State an accounting of the expenditure of these funds upon request of State. Other than paying Town as required herein, State shall have no further responsibility regarding the Premises. State's visitors will benefit from Town performing the necessary improvements of the Premises. 4. During the term of this Agreement, the Town shall continue to use the Premises for public restroom facilities. 5. The Town accepts the Premises on an "as -is" basis and acknowledges that the State has made no representations or warranties regarding the condition of the Premises. 6. The Town will indemnify, defend and hold the State harmless against any and all claims, damages and expenses (including, without limitation, attorneys fees), liabilities and judgments relating to injury to persons, loss of life or damage to property arising from the alleged active or passive negligence or willful misconduct of Town, its agents, employees and contractors in connection with Town's use of the Premises. This section shall not apply to claims arising or accruing before the Termination Date. Town obligations under this section shall survive the termination of this Agreement with respect to claims arising or accruing before said termination. 7. The term of this Agreement shall end on July 1, 2014. 7. Miscellaneous. A. Governing Law. The laws of the State of California shall govern this Agreement. B. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on the Parties. C. Successors in Interest, Assignment. This Agreement shall be binding on the assigns and successors in interest to all Parties. No Party may assign their obligations under this Agreement without the written consent of the other Parties. D. Entire Agreement; Amendment. This Agreement represents the entire Agreement between the Parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the Parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. 2 THE STATE OF CALIFORNIA DEPARTMENT OF PARKS AND RECREATION By: Danita Rodriguez Its: District Superintendent LESSOR: Zelinksy Properties, LLC 0 Its: APPROVED AS TO FORM: Ann R. Danforth, Town Attorney 3 TOWN OF TIBURON By: Margaret A. Curran Its: Town Manager Tara Lynch, Senior Staff Counsel State of California Department of Parks and Recreation Claude Perasso, Attorney for Lessor AGREEMENT REGARDINGTERMINATION OF LEASE OF RESTROOM FACILITIES LOCATED AT TIBURON, CALIFORNIA THIS AGREEMENT, made and entered into this L d y of 20131, by and between the TOWN OF TiBURON, a municipal corporation ( "Town "), THE STATE OF CALIFORNIA acting by and Through the Department of Parks and (hereinafter "State ") and ZELINSKY PROPERTIES, LLC, ( "Lessor"). RECITALS A. On March 5, 1996, the State entered into an agreement with Main Street Properties for, among other things, the lease of 465 square feet of space upon which were located restroom facilities, together with certain access rights ( "Premises'). A copy ofthis agreement ( "State Parks Lease ") is attached hereto and incorporated herein as Exhibit A. The State Parks Lease will terminate on June 30, 2014 and the State does not intend to renew the Lease. B. In 2006, Lessor acquired Main Street Properties' interest in the Premises and Main Street j Properties no longer has an interest in the Premises or the State Parks Lease. C. For many years, before and since the date of the State Parks Lease, the Premises have served as the primary public restroom facilities in downtown Tiburon and the Town and several downtown businesses have cooperated in the maintenance of the Premises. D. The Premises' condition has deteriorated and they require significant improvements for public convenience and to comply with current building codes. E. The Town has negotiated a lease agreement with the Lessor for the Premises ( "Town Lease'), which lease shall take effect upon the termination of the State Park Lease. A copy of the Town Lease is attached hereto and incorporated herein as Exhibit B. However, for the enhancement of the downtown, the Town would like to begin the necessary improvements of the Premises before the expiration of the State Parks Lease. The Parties have agreed to the earlier termination of the State Parks Lease under -the terms. and conditions set forth in this Agreement. AGREEMENT 1. The State Parks Lease shall be terminated as of July 1, 2013 ("Termination Date'). 2. As of the Termination Date, Lessor agrees to release State and State agrees to release Lessor of all rights and obligations of the State Parks Lease. 3. The State Parks Lease requires the State to make monthly rental payments of $684.00 to Lessor, payable in arrears at the end of each month. In lieu of making the 12 remaining rental payments, the State shall pay $ 8,208.00 ($684.00 X 12) to the Town within 45 days of the Termination Date or upon the passage of the 2013 -2014 Budget Act, whichever is later. Town shall use these funds for the necessary improvements of the Premises Town shall provide State an accounting of the expenditure of these funds upon request of State. Other than paying Town as required herein, State shall have no further responsibility regarding the Premises. State's visitors will benefit from Town performing the necessary improvements of the Premises. 4. During the term of this Agreement, the Town shall continue to use the Premises for public restroom facilities. 5. The Town accepts the Premises on an "as -is" basis and acknowledges that the State has made no representations or warranties regarding the condition of the Premises. 6. The Town will indemnify, defend and hold the State harmless against any and all claims, damages and expenses (including, without limitation, attorneys fees), liabilities and judgments relating to injury to persons, loss of life or damage to property arising from the alleged active or passive negligence or willful misconduct of Town, its agents, employees and contractors in connection with Town's use of the Premises. This section shall not apply to claims arising or accruing before the Termination Date. Town obligations under this section shall survive the termination of this Agreement with respect to claims arising or accruing before said termination. 7. The term of this Agreement shall end on July 1, 2014. 7. Miscellaneous. A. Governing Law. The laws of the State of California shall govern this Agreement. B. Severabili ty. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on the Parties. C. Successors in Interest; Assignment. This Agreement shall be binding on the assigns and successors in interest to all Parties. No Party may assign their obligations under this Agreement without the written consent of the other Parties. D. Entire Agreement; Amendment. This Agreement represents the entire Agreement between the Parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the Parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. 2 THE STATE OF CALIFORNIA DEPARTMENT OF PARKS AND RECREATION By: Danita Rodriguez Its: District Superintendent LESSOR: Zelinksy Properties, LLC 0 Its: APPROVED AS TO FORM: Ann R. Danforth, Town Attorney 3 TOWN OF TIBURON By: Margaret A. Curran Its: Town Manager Tara Lynch, Senior Staff Counsel State of California Department of Parks and Recreation Claude Perasso, Attorney for Lessor THE STATE OF CALlF0RN'.l.A DEPART'IMEN'T OF P ARKS .A,.ND RECREATION By:-Daiiita Rodriguez Its:—District Superintendent LESSOR: Zellliksy Properties, BY: Its: APPROVED AS TO FOR-1\11: Aim R. Danforth,Torn Attorney 3 TOWN OF TIBURON By: Margaret A. Curran Its: Town Manager T,,ira Lynch, Senior Staff Counsel Suite of California Department of Parks and Recreation Chitide Perasso,, Attorney, for Lessor