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HomeMy WebLinkAboutDenny's Inc. - 2012-02-2114 VV'61. Council/Agency Meeting Held: / Deferred/Continued to: Ap ov ❑ nditi n ly r ved ❑Denied Cit (er ' Sign re Council Meeting Date: February 21, 2012 Departme ID Number: ED 12-12 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Bob Hall, Deputy City Manager/Director of Economic Development SUBJECT: Approve and authorize execution of a Lease Agreement with Denny's Inc. for use of Parking Lot at 18477 Beach Boulevard Statement of Issue: The City Council is asked to approve a five-year Lease Agreement with Denny's Inc. for the use of a portion of 18477 Beach Blvd for parking. The property is located adjacent to the existing Denny's Restaurant. Financial Impact: The yearly rent will increase from $1,200 to $4,800 with yearly CPI increases. Recommended Action: Motion to: Approve the Lease Agreement and authorize the Mayor and City Clerk to execute the "Lease Agreement between the City of Huntington Beach and Denny's Inc." Alternative Action(s): Do not approve Lease and direct staff as necessary. Analysis: On August of 1965, the City Council agreed to a Lease Agreement with Denny's Inc. ("Denny's") for a portion of a City owned property located at 18477 Beach Blvd. This property has been used as parking for the Denny's restaurant since this time. The original agreement had a month to month clause which has been in effect since 1969. The City has been collecting $100 per month in rent since this time. Real Estate Services determined that the lease was under market and began to work with the local franchise and Denny's corporate office to come to terms for a new agreement. The Economic Development Committee has reviewed and recommends approval of the proposed Denny's new agreement with the following terms: Term: Five (5) years with two (2) five-year options at City's discretion Rent: $400 per month ($4,800 annually) HB -91- Item 14. - 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 2/21/2012 DEPARTMENT ID NUMBER: ED 12-12 Increase Factor: Percentage Increase in CPI on a yearly basis, no less than 2% and not to exceed 5% Permitted Use: Parking Lot Denny's currently has a 30 year lease on its property until January 2030; the parking made available through this lease is required for the operation of their business. The lease can be terminated with a 90 day notice. Environmental Status: Not applicable Strategic Plan Goal: Enhance economic development Attachment(s): Item 14. - 2 HB -92- ATTACH-MENT . r LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENNY'S INC. THIS AGREEMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY", and the DENNY'S INC., a Florida corporation, hereinafter referred to as "LESSEE." WHEREAS, CITY is the property owner of certain real property located in the City of Huntington Beach; and CITY desires to let the certain real property to LESSEE for use as a parking lot, NOW, THEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all terms and conditions hereof, the parties hereto do hereby agree as follows: 1. DESCRIPTION OF PROPERTY CITY hereby leases to LESSEE that certain real property, hereinafter referred to as "Leased Property," described as a portion of the parking lot located at 18477 Beach Boulevard adjacent to Denny's Restaurant in Huntington Beach, California. 2. TERM This Lease shall be for a term of five (5) years commencing upon City Council approval of this Lease and ending on Aim V d/. �/ R unless sooner terminated as 9 herein provided. CITY may extend this Lease at its sole and absolute discretion, for two (2) additional five (5) year terms, commencing on expiration of the term specified above. 3 RENT LESSEE agrees to pay CITY as rent for the use and occupancy of the Leased Property the sum of Four Hundred Dollars ($400.00) per month, to be paid on or before the first of the month. The rent specified in this section shall be paid by LESSEE to CITY to Finance Department, Post 11-2985/67617 1 Office Box 711, Huntington Beach, California, 92648. Rent shall increase on each anniversary date of this Lease by a percentage equal to the Los Angeles/Anaheim/Riverside All Urban Consumers Price Index (CPI), no less than 2% and not to exceed 5% annually. If the payment required by this section is not received by the Finance Department within ten (10) calendar days after the end of the month for which the payment is paid, or the next business day if the tenth day falls on a weekend or holiday, LESSEE shall pay the following late charge and penalty: 1) a late charge of ten percent (10%) shall be applied to any outstanding balance after any payment hereunder is due but unpaid; and 2) one and one-half percent (1-1 /2%) penalty per month shall be added for each month such payment hereunder is due but unpaid. 4. PERMITTED USE The Leased Property shall, during the term of this Lease and any extensions thereof, be used for the purpose of a parking lot. CITY or its contractors shall have reasonable access to the Leased Property, after notice to LESSEE, to conduct environmental testing including any subsurface tests. CITY shall be responsible for repairing the property to the condition it was before the testing. One driveway will remain open at all times. 5. FITNESS OF PROPERTY It is expressly understood by all parties to this Lease that LESSEE takes the Leased Property as is, and that CITY makes no representation, covenant, warranty or promise that the Leased Property is fit for any particular use, including the use for which this Lease was obtained. 6. TERMINATION 61 This Lease shall be subject to cancellation and termination by CITY or LESSEE at any time by giving the other party notice, in writing, at least ninety (90) days prior to the date such termination shall become effective. 11-2985/67617 2 7. SERVICES AND UTILITIES LESSEE shall pay for all utility services which may be needed to operate this Lease. LESSEE shall arrange for and pay for its own maintenance services. 8. HOLD OVER Should LESSEE hold over and continue in possession of said Leased Property after expiration of the term of this Lease, or any extension thereof, LESSEE's continued occupancy of the Leased Property shall be considered a month -to -month tenancy subject to all the terms and conditions of this Lease. 9. LESSEE'S COVENANT OF INDEMNITY LESSEE hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with LESSEE's (or LESSEE's subcontractors, if any) negligent (or alleged negligent) performance of this Lease Agreement or its failure to comply with any of its obligations contained in this Lease Agreement by LESSEE, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by LESSEE for all costs and attorney's fees incurred by CITY in enforcing this obligation. LESSEE will conduct all defense at its sole cost and expense. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by the LESSEE. 11-2985/67617 3 10. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and LESSEE's covenant to defend, hold harmless and indemnify CITY, LESSEE shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Leased Property. This policy shall indemnify LESSEE, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Leased Property, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Leased Property. This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Lease Agreement shall be deemed excess coverage and that LESSEE's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or any other similar form of limitation on the required coverage. 11. PROPERTY INSURANCE LESSEE shall provide before commencement of this Lease Agreement and shall obtain and furnish to CITY, at LESSEE's sole cost and expense, property and fire insurance with extended coverage endorsements thereon, by a company acceptable to CITY authorized to conduct insurance business in California, in an amount insuring for the full insurable value of all Improvements, Trade Fixtures, personal property whether or not owned or leased by LESSEE, and all trade inventory in or on the Leased Property against damage or destruction by fire, theft or the elements. This policy 11-2985/67617 4 shall contain a full replacement cost endorsement naming LESSEE as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming CITY as an Additional Insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures, personal property whether or not owned or leased by LESSEE, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding any insurance proceeds for Trade Fixtures, personal property whether or not owned or leased by LESSEE, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to CITY. The policy shall also contain a special endorsement that if the Leased Property is so destroyed, and either party elects to terminate the Lease Agreement, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or leased by LESSEE and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to CITY. The proceeds of any such insurance payable to CITY may be used, in the sole discretion of CITY, for rebuilding or repair as necessary to restore the Leased Property or for any such other purpose(s) as CITY sees fit. This policy shall also contain the following endorsements: (a) The insurer shall not cancel or reduce the insured's coverage without (30) days prior written notice to CITY; (b) CITY shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with CITY contemporaneously with the execution of this Lease Agreement. At least thirty (30) days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with CITY. 11-2985/67617 5 12. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Contemporaneously with commencement of this Lease Agreement, LESSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Lease Agreement; these certificates shall: (a) provide the name and policy number of each carrier and policy; (b) shall state that the policy is currently in force; and (c) shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of CITY; however ten (10) days' prior written notice in the event of cancellation for nonpayment of premium, which 10-day notice provision shall not apply to property insurance as provided herein. LESSEE shall maintain the foregoing insurance coverages in force during the entire term of the Lease Agreement or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from LESSEE's defense, hold harmless and indemnification obligations as set forth in this Lease Agreement. CITY or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. LESSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 13. MAINTENANCE BY LESSEE LESSEE shall, at its own cost and expense, keep and maintain all portions of the Leased Property, including parking lot maintenance, as well as all improvements on the Leased Property and all facilities appurtenant to the Leased Property, in good order and repair and in as safe and clean condition including graffiti removal as it was when received by LESSEE from CITY, reasonable wear and tear also excepted. 11-2985/67617 6 14. ALTERATIONS AND LIENS LESSEE shall not make, or permit any other person to make, any alterations to Leased Property or to any improvement thereon or facility appurtenant thereto without the prior written consent of CITY first had and obtained. LESSEE shall keep the premises free and clear from any and all liens, claims and demands for work performed, materials furnished, or operations conducted on Leased Property at the instance or request of LESSEE. Furthermore, any and all alterations, additions, improvements and fixtures, made or placed in or on Leased Property by LESSEE or any other person shall on expiration, or sooner termination of this Lease, become the property of CITY and remain on Leased Property, except for LESSEE's trademarked property which includes the French diamond shape; provided, however, that CITY shall have the option on expiration, or sooner termination of this Lease, of requiring LESSEE, at LESSEE'S sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from Leased Property. Any improvements must be approved by CITY. 15. SUB -LEASING OR ASSIGNING AS BREACH LESSEE shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Leased Property or any of the improvements that may now or hereafter be constructed or installed on the Leased Property, without the express written consent of CITY, which may be withheld at the sole and absolute discretion of CITY, first had and obtained. Neither shall LESSEE sublet Leased Property, or any part thereof, or allow any other person, other than LESSEE'S agents, servants, and employees to occupy Leased Property, or any part thereof, without the prior written consent of CITY which may be withheld at the sole and absolute discretion of CITY. A consent by CITY to one assignment, one subletting, or one occupation of Leased Property by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of Leased Property by another person. Any encumbrance, assignment, 11-2985/67617 7 transfer, or subletting without the prior written consent of CITY, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of CITY, terminate this Lease. CITY agrees to give or deny such consent in writing within thirty (30) days of notice by LESSEE. 16. RELEASE OF INDEMNITY No termination or cancellation hereof shall release LESSEE from any liability or obligation (whether of indemnity or otherwise) which may have attached or accrued previous to, or which may be accruing at the time of such termination or cancellation. 17. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Lease or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 18. LESSEE'S COVENANT TO PEACEABLY SURRENDER PROPERTY Upon the termination of this Lease by the expiration of the term thereof, or otherwise, LESSEE agrees to peaceably quit and surrender the Leased Property to CITY in good order and condition. Any and all property of whatsoever kind or character remaining upon the Leased Property upon the expiration or sooner termination of the Lease shall there upon be and become the personal property of CITY, but this shall not prevent CITY from requiring LESSEE to remove, at LESSEE'S expense, any and all personal property placed upon the Leased Property by LESSEE, which CITY may desire removed from the Leased Property. 19. CUMULATIVE REMEDIES The remedies given to CITY in this agreement shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this Lease. 11-2985/67617 8 20. WAIVER OR BREACH The waiver by CITY of any breach by LESSEE of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by LESSEE either of the same or another provision of this Lease. 21. FORCE MAJEURE — UNAVOIDABLE DELA Should the performance of any act required by this Lease to be performed by either CITY or LESSEE be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent by LESSEE as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, CITY or LESSEE, requited to perform this act. 22. EMERGENCY CLOSING OR CLOSING TO EFFECT REPAIR/REMODELING THE PREMISES CITY may close the Leased Property without liability therefore at any time it deems necessary for the protection of life, limb, or property, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by CITY. 23. SURRENDER OF POSSESSION LESSEE understands and agrees that upon surrender of possession he will not be entitled to a moving cost payment or any other relocation payment under any State or Federal Relocation Assistance Program. 11-2985/67617 9 24. NOTICE Any written notice, given under the terms of this agreement, shall be either delivered personally or mailed, postage prepaid, addressed to the party concerned, as follows: CITY: City of Huntington Beach Attn: Director of Economic Development 2000 Main Street Huntington Beach, CA 92648 25. ENTIRE AGREEMENT LESSEE: Denny's, Inc. sPo�#owb�v� SC `l3ti CITY and LESSEE agree that this Lease constitutes the entire agreement between the parties. 26. PARTIAL INVALIDITY Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not impaired. 27. BINDING ON HEIRS AND SUCCESSORS This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, CITY and LESSEE, but nothing in this section contained shall be construed as a consent by CITY to any assignment of this Lease or any interest therein by CITY except as provided in this Lease. 28. SUPERCEDING LEASE CITY and LESSEE agree that this Lease Agreement is the only Lease agreement between the parties regarding the Leased Property and supersedes any other Lease that may exist. 11-2995/67617 10 29. CAPTIONS Captions of the sections of this agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction or meaning of the provisions of this agreement. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by and through their authorized officers ��l/ v% �10 Z 19\, DENNY'S, INC. By: aim. 1 print name SENIOR VICE PRESIDENT ITS: (circle on ice President AND---_ print name ITS: (circle tart'/Chief Financial ice sst. Secretary - reasurer REVIEW D APPROVED: i Manager 11-2985/67617 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State,of INITIATE AND APPROVED: Director of Economic Development _,.- -_ __ t - - 4 - !__ � 6 f � - + _ _ � i E ! 9 �� __ J CERTIFICATE OF LIABILITY INSURANCE 'DA7E(MMIDD,YYYY( 12r14/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE .AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,. the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of.such endorsements . PRODUCER Marsh USA Inc. 550 South Main Street; Suite 600 Greenville, SC 29601 CONTACT NAME: ANCN o FA No): E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A : Twin City Fire Insurance Co 29459 054000--ALL-11-12 HUNTI 7500 INSURED DENNY'S CORP. 203 EAST MAIN STREET INSURER B : NIA INSURER C : NIA NIA NIA SPARTANBURG, SC 29319 INSURERD: NIA NIA INSURER E: NIA NIA INSURER F : NIA NIA COVERAGES CERTIFICATE NUMBER- ATI-n09R9965q-OR RFVISInN Nt1MRFR.q THIS IS TO'CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE WAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUSR POLICY NUMBER POLICY EFF M 1DDNYYY) POLICY IMMIDDNYYYI LIMITS A GENERAL LIABILITY X 20 ECS R20606 0613OJ2011 06/3012012 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE M OCCUR FNTED PREMISES Ea occurrence $ 1,DWQ000 MED EXP (Any one person) $ EXCLUDED X $500,000 SIR PERSONAL &ADV INJURY $ 1,000,000 X UquorLiability GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, PRODUCTS - COMP/OP AGG $ 1,000,000 POLICY PRO X LOC $ AUTOMOBILE LIABILITY BI D SINGLE LIMIT Ea accidert BODILY INJURY (Per person) '$ ANYAUTO ALL UTOWNED SS AUTOS SCHEDULED TOS BODILY INJURY _(Per accident) $" HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident 8 - $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION VVC STATU- OTH- - ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFiCER/MEMBEREXCLUDEO? N/A E,L, EACH ACCIDENT $ E.L. DISEASE"- EA EMPLOYEd S (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT 1 $" DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD tat, Additional Remarks Schedule, if more space is required) E: DENNY.'S # 7500-18477 BEACH BLVD HUNTINGTON BEACH CA HE CITY, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS ARE SHOWN AS ADDITIONAL INSUREDS) SOLELY WITH RESPECT TO GENERAL (ABILITY COVERAGE AS EVIDENCED HEREIN AS REQUIRED BY WRITTEN CONTRACT AS RESPECTS THE LOCATION SHO OVE. AS T01 3 M R i`ai, Cit CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 SHOULD ANY OF THE ABOVE: DESCRIBED POLICIES BE CANCELLED BUMe THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. OO 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Policy Number; 20 ECS R20606 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) THE CITY OF HUNTINGTON BEACH AND ITS ELECTED OR APPOINTED OFFICIALS, AGENTS, OFFICERS, EMPLOYES AND VOLUNTEERS. LOCATION: 2000 Main Street HUNTINGTON BEACH, CA 92648 Re: All Operations of the Named Insured for the Certificate Holder issued effective 11/10/2011, Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 (c) ISO Properties, Inc., 2004 Page 1 of 1 DATE EVIDENCE OF PROPERTY INSURANCE ( 12/DV2QMM/DD/YYYY) 11 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES. NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY PHONE COMPANY Marsh USA Inc. Various - See Attached 550 South Main Street, Suite 60o Greenville, SC '29601 ff DENNY'S CORP. 203 EAST MAIN STREET SPARTANBURG, SC 29319 HUNTIN 7500 CODE: PROPERTY INFORMATION LOCATIONIDESCRIPTION RE: DENNY'S # 7500-18477 BEACH BLVD HUNTINGTON BEACH CA LOAN NUMBER POLICY NUMBER See Next Page EFFECTIVE DATE EXPIRATION, DATE CONTINUED UNTIL I 12/01/2011 1210112012 F j TERMINATED IF.CHECKED THIS REPLACES PRIOR EVIDENCE DATED: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGEIPERILS/FORMS I AMOUNT OF INSURANCE DEDUC Real property, personal property and business interruption and extra expense $25,000,000 $5D,000 Special Risk of Direct Physical Loss, Replacement Cost, Agreed Amount, Blanket Limit PER SOV Equipment. Breakdown 10,000,000 50,000 Demolition and Increased Cost of Construction 2,500,000 50,000 Earthquake see addl page text see addl page text Flood see adds page text see adds page text Waiver of Subrogation -INCLUDED TRIA Excluded REMARKS(including Special Conditions AS,r9yoRm 1 1FER cGMT H, City Atto y r' r`ANI!`CI 1 ATIANI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST ATL-002603049-05 NAME AND ADDRESS MORTGAGEE X ADDITIONAL INSURED CITY OF HUNTINGTON BEACH LOSS PAYEE 2000 MAIN STREET LOAN 4 HUNTINGTON BEACH, CA 92648 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Rodney L. Stanis ACORD 27 (2009/12) c01993-2009 ACORD CORPORATION. All riahts reserved, The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 054000 LOC #: Greenville Page 2 of 3 GENCY arsh USA Inc. POLICY NUMBER CARRIER M NAIC CODE NAMED INSURED DENNY'$ CORP. 203 EAST MAIN S7 REET SPARTANBURG, SC 2.9319 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 27 FORM TITLE: Evidence of Properly Insurance $25,000,000 Urnii provided by the following carriers; Carrier: Lexington Insurance Company Policy Ntunber. 017728116 Effective: 1210112011-1210112012 Carrier: Liberty Mutual Fire insuranxo Company Policy Number: YS2-L9L-446234 011 Effuctive: 1210112011 -1210112012 Carrier: Liberty Surplus Insurance Corporation I'oticy Number: OUESP00217022 Effective: 1210112.011 .1210112012 Sublimity: $2.5,000,000 annual aggregate for flood, except: $15,000,000 annual aggregate for special flood hazard areas (SFHA), areas of 100-year floating $25,000,000 aniwal aggregate for earthquake in the slate of CA Deduclibles: L=AR1'1-IQUAKE: $50,006 deductible per occurrence for canhquake, except: 5'% of the actual value per unit of Insurance at 1110 time Such loss ocOWS at each location subject to a minimum of $100,000 per occurrence in the State of California and 2'% of the actual value per unit of insurance at the time when such loss occurs 51IbfCCI to a minimum of $100,00 per OcCUfrelce in the Pugel Sound, New Madrid, and Hawaii. FLOOD: With respect to locations wholly or partially within Special Flood Hazard Areas {SFI IA), areas of 100-year flooding, as Minod by the Federal Emergency Management Agency, the deductible shall be 5% of Vic Wea3 value per unit of insurance, per location involved in loss or damage, subject to a arninurrn of $250,000 any one occurrence. With respect 10 Named SIOflnS (a storm that has been declared by the National Weather Service to be a Hurricane, Typhoon, liopical Cyclone, or Tropical Slanm) in counfies designated as Tier 1, the deductible shall be 5% of the actual valtra per unit of insurance, [)of location involved in loss or damage, per occurrence, subject to a minimum of $100,000 any one Occurrence. With respect to any other Flood loss or damage, the deducible shall be 5% of the actual value per unit of insurance per location involved }n Inc loss or darnage, per occurrence, subject to a minimum of $25,000 per occurrence and a maximurn of $100,000 any one occurrence. VACANT PROPERTY: $200,000 deductible per occurrence for all vacant Plopelty Coverage applies to real property only for caAilXJeut property and vacant properly. .,.,vr,� w icvvvrv, 149 211W ACVHU CUHPUHATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 054000 _ LOC #: Greenville ACli ADDITIONAL REMARKS SCHEDULE Y Page 3 of 3 AGENCY NAMED INSURED Maish USA Inc. DI: NNY'S CORP. 203 EAST' MAIN STREE:.T POUCY NUMBER SPARTANBURG, SC 2.9319 CARRIER I NAiC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 27 FORM TITLE: Evidence of Property Insurance Tier I Wind Zones: Alabama: Baldwin and Mobile Flonda: All Counties Georgia: Bryan, Camden, Chalhcun Gfynu, Liberty, McIntosh Hawaii: Entire State l.ouisiana: Calscasieu. Cameron, Iberia, Jefferson, Lafourche, Livingston. Orleans, Plaqueniines, St, Bernard, St. Charles, St. James, Si, John the Bapusl, St. Mary, St. 'Iammmy, langipahoa, Torrebonne, vermilion Mississippi: Flalcock, Harrison, Jackson North Carolina: Beaufort, Berkley, Bfunswlck, Camden, Carteret, Chowen, Columbus, Craven, Currituck, Date, Eiyde, New Hanover, Onsiow, Pamlico, Pasquolank, Polder, PBI'quimalls, I'yroll, WW1111gt0n South Carolina: Beaufort. Berkley, Charleston, Colleton, GeotgLiown Horry, Jasper Texas: Aransas, Bramia, Calhoun, Cameron, Chambers, Galveston, Harris, Jackson, Jefferson, Kennedy, Moberg, Matagorda, Newton, Nueces, Orange, Refugio, San Patricia, Willacy, Victoria Virginia: Accomack, Chesapeake City, Gloucester, Hampton City, Isle of Wright, James City, I.ancaster, Mathews, Middlesex, Newport Neves, Norfolk City, Nonhampton, Northumberland, I'ogtmson City, P011SInOuth City, Suffolk City, Sully, Virginia Beach City, Westnwr,3and, Williamsburg City, York CANCELLATION A. This policy may be canceled al any time at the request of the insured or it play he canceled by the Company(ios) by maiFflil to the Insured at 203 East Main Street, Spartanburg, SC 29319 and to the addiliona€ Elanned InsEIledSilOSS payees1(nolt[gi1ge(-s, Indicated Oil IhO COltiffcalOS Of InSUraelCe issiled cul'Ing the will of lhl5 policy, wilhon notice staling when, not leis Man 90 days tbeieaffer, Such LaflcClladOn Silnll Ile effectve. The canted premium shall be rornputed on a pro rasa basis. 13, 1 he mailing of notice as aforesaid shall be sufficient proof of notice and the effective date and lour of cancellation stated ill the ratite $hdtl become the end of tic policy period. Delivory of such wrilten notice either by the loured or by 1110 Conlpany(ies) shall be oquivatenl to mailing. Cancellation shall not affcCl coverage on any shipment in transit on the date of cancellation. Coverage will contiixu; in full force until such properly is safely c1divcred and accepied at prate cif finat destination. D. In the event of nol•paymelt of promitinl this policy may be canceled by the Coinpany(ics) by mailing to who insured at the address shown in A. above Siting when, not less iilao 10 clays lhereafter, such cancellation shall be effcctive. Reinstatement of coverage shall be effective immediately upon receipt of premium by the C'onlpany{ius}. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City ®f Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Joan L. Flynn, City Clerk February 22, 2012 Denny's Inc. 203 E. Main St. P-14-14 Asset Management Spartanburg, SC 29319 To Whom It May Concern: Enclosed for your records is a copy the "Lease Agreement Between the City of Huntington Beach and Denny's Inc." Sincerely, m$ `�lienr: Jo L. Flynn, CIVIC City Clerk JF:pe Enclosure G:f611owup:agrmt1tr Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand