HomeMy WebLinkAboutHIP UNLIMITED, LLC-2014JUN 3 2014
N-2014-071
Cj •. CDA (2)
SUBLEASE AGREEMENT
This Sublease is made and entered Into this first day of April 2014 by and between CSU FULLERTON
AUXILIARY SERVICES CORPORATION, a California non-profit corporation ("ASC") and HIP UNLIMITED,
LLC, a Delaware corporation ("Tenant").
1. ASC leases the GRAND CENTRAL BUILDING ("Grand Central") located in Santa Ana, California from the
City of Santa Ana under a Lease Agreement dated June 19, 1995, as amended June 20,1998, and April 5,
2004, December 5, 2011, collectively, ("Master Lease Agreement").
2, Under the terms and conditions of said Master Lease Agreement, ASC is permitted to sublet portions
of Grand Central with the approval of the property owner, the City of Santa Ana.
3, This Sublease sets forth the terms of the parties' agreement.
Therefore, the parties to this Sublease mutually agree to the following terms and conditions:
TERMSANDCONO DNS
1, PREMISES, The space subleased to Tenant at Grand Central Is hereinafter referred to as the
("Premises"). The Premises are situated at 125 N. Broadway, Suite C, In the City of Santa Ana and are
more particularly described In Exhibit A attached hereto and incorporated herein. The Premises contain
approximately eight hundred sixty (860) square feet of floor area.
2. USE. The Premises are subleased to Tenant for the purpose of conducting thereon the following use:
hands-on educational cooking classes focused on healthy, fresh, organic and local foods, and retail of
kitchen Items. Tenant shall not use the Premises for any other purpose without ASC's prior written
consent. Tenant agrees to use such Premises under the name "Hipcooks,"
3. TERM, The term of this Sublease ("Term") shall be for a period of five (5) years. The term shall
commence on June 1, 2014 ("Commencement Date"). This Agreement may be renewed at Tenant's
option for one (1) additional term of five (5) years.
4. RENT AND UTILITIES, Tenant shall pay rent for the Premises at $1,350 per month ("Rent" which
Includes utilities) for the first year of this Sublease. Annual Increases will be calculated using the
Consumer Price index (All Urban Consumers — CUURA421SAO) for "Los Angeles— Riverside -Orange
County, CA" and will be effective, June I" of each year. In calculating the Index, if the overall change in
the Index is negative, then the negative change will be disregarded and the amount of the increase shall
be zero, In a year with a positive index which immediately follows a year with a negative index, the
Increase shall be the addition of CPI indexes between years (example; -2 (Year 1) +5 (Year 2) _ +3
increase], If the overall change in the index remains negative, then the negative change will be
disregarded and the amount of the increase shall be zero.
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5. TAXES, During the Term, Tenant shall pay prior to delinquency, all taxes assessed against and levied
upon its occupancy, the Sublease, or any of its fixtures, furnishings, equipment or other personal
property contained In the Premises.
6. USES PROHIBITED. Tenant shall not use or permit the Premises or any part thereof, to be used for any
purpose or purposes other than the express purpose or purposes for which the Premises are leased
pursuant to Article 1 above or carry on Its business other than under the trade name designated in
Article 1. No use shall be made or permitted to be made of the Premises, nor acts done, which will
violate any use restrictions or exclusive use provisions existing as of the date of this Sublease or that are
subsequently placed upon the real property of which the Premises are a part, or which will increase the
existing rate of insurance on the building in which the Premises are located, or cause a cancellation of
any insurance policy covering said building or any part thereof.
7, ALTERATIONS AND FIXTURES, Tenant shall not make, or suffer to be made, any alterations to the
Premises or change the appearance of the Premises without the prior written consent of the ASC. Any
alterations to the Premises, except moveable furniture and trade fixtures, shall at the expiration or
earlier termination of this Sublease belong to ASC or be promptly removed by Tenant at ASC's option.
Any and all fixtures and appurtenances installed by Tenant shall conform with the requirements of all
municipal, state, federal and governmental authorities including requirements pertaining to the health,
welfare or safety of employees or the public.
B. MAINTENANCE AND REPAIR. Tenant shall at all times during the Term, and at its sole cost and
expense, keep, maintain and repair the Premises (including plumbing) and other improvements within
the Premises in good and sanitary order, condition and repair.
9. COMPLIANCE WITH LAWS. Tenant shall, at its sole cost and expense, comply with all the
requirements of all municipal, state and federal authorities now In force or which may hereafter be in
force, including, without limitation, the requirements of the Americans with Disabilities Act (ADA) and all
regulations issued thereunder, pertaining to the Premises, and shall faithfully observe all said municipal
ordinances, state and federal statutes, or other governmental regulations now in force or which shall
hereinafter be in force. The ASC is responsible for all ADA compliance issues outside the Premises.
Tenant's violation of law shall constitute a default under this Sublease. The judgment of any court of
competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether
ASC is a party thereto or not, that Tenant has violated such order or statute in said use, shall be
conclusive of that fact as between ASC and Tenant.
1.0. INSURANCE.
A. Personal Property Insurance, Tenant, at its expense, shall maintain fire and extended
coverage Insurance, together with insurance against sprinkler and water damage, vandalism,
theft and malicious mischief on its trade fixtures, equipment, personal property and inventory
within the Premises from loss or damage to the extent of their replacement value. Tenant
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assumes all risks from theft or vandalism and agrees to keep Premises secured and provide
appropriate alarm systems.
B. Worker's Compensation. Tenant shall also carry Worker's Compensation Insurance as
required by law.
C. Tenant to Provide Liability Insurance, During the Term, Tenant shall, at its cost and expense,
maintain general liability insurance against claims for bodily injury, death or property damage
occurring in, upon or about the Premises with an insurance company that has a Best Rating of
AM or better. Such insurance shall have combined single limits of not less than Two Million
Dollars ($2,000,000.00) for bodily injury, death and property damage written on occurrence
form, All such policies of Insurance shall be issued in the name of Tenant and shall name ASC
and the parties set forth below as additional insureds. Tenant shall provide ASC with a
certificate of insurance evidencing such policy and limits, Such policy shall provide that not less
than thirty (30) days written notice shall be given to ASC prior to the cancellation or
modification of any such policy. CSU Fullerton Auxiliary Services Corporation, California State
University, Fullerton, and the State of California are not liable for the payment or premiums or
assessments on this policy. The Tenants' policies will be considered primary and ASC's policies in
excess.
This policy or policies of liability insurance shall provide an additional insured endorsement
containing the following special endorsement:
Hip Unlimited, LLCshall indemnify, defend and hold harmless the State of California, the Trustees
of the California State University, California State University Fullerton, CSU Fullerton Auxiliary
Services Corporation, their officers, employees, representatives and volunteers from and against
any and all liability, loss, damage, expense, costs (including without limitation costs and fees of
litigation) of every nature arising out of or in connection with Hip Unlimited, LLC's performance
or its failure to comply with any of its obligations contained In this agreement except where
such loss or damage is caused by the sole negligence or willful misconduct of the CSU Fullerton
Auxiliary Services Corporation.
11, WAIVER AND INDEMNIFICATION. Tenant, as a material part of the consideration to be rendered to
ASC under this Sublease, hereby waives all claims against ASC and/or the State of California or any
subdivision thereof for damage to equipment or other personal property, trade fixtures, leasehold
improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for
Injuries to persons in or about the Premises, from any cause arising at any time (including but not
limited to the police or the security system for Grand Central); and Tenant agrees indemnify, defend and
hold ASC, the City of Santa Ana, and the State of California harmless from any loss, damage or injury to
any person, equipment or property arising from the use of the Premises by Tenant or Its Invitees, or
from Tenant's breach of this Sublease, including but not limited to Tenant's failure to keep the Premises
in good condition and repair.
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12. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during the term of
this Sublease; and If Tenant shall abandon, vacate or surrender the Premises or be dispossessed by
process of law or otherwise, any personal property belonging to Tenant left on the Premises shall be
deemed to be abandoned after thirty (30) days and shall disposed of by ASC at its discretion.
13. ENTRY AND INSPECTION. Tenant shall permit ASC, the City of Santa Ana, and their respective agents
to enter Into and upon the Premises at all reasonable times for the purpose of inspecting the same or
for the purpose of making repairs, alterations or additional to any other portion of Grand Central.
14. DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the
Premises or the building, containing same during the Term which requires repairs to either the Premises
or building, or (b) the Premises or building being declared unsafe or unfit for occupancy or occupation,
which declaration requires repairs to either the Premises or building, ASC Intends to repair or restore
the building of the Premises or to cancel the Sublease. Damage to the Premises shall not terminate this
Sublease unless ASC provides notice to Tenant of Its Intent not to rebuild or restore the Premises. In the
event of damage to the Premises or a governmental declaration requiring repairs be made, Tenant shall
be entitled to a proportional to the extent to which the ASC determines that the damage or repairs shall
interfere with the business carried on by Tenant In the Premises.
15. FORCE MAJEURE, Neither Tenant nor ASC shall be liable for the failure to perform their respective
obligations under this Sublease when such fallure is caused by fire, explosion, water, acts of God or
Inevitable accident, civil disorder or disturbances, strikes, vandalism, war, riot, weather, governmental
rules or regulations, or like causes beyond the control of each party, nor for real or personal property
destroyed or damaged due to such causes.
16, ASSIGNMENT AND SUBLEASE. Tenant shall not sublease the Premises or any part thereof, without
first obtaining the prior written consent of ASC and the City of Santa Ana. Any attempt to sublease the
Premises onto assign the Sublease without the written consent of ASC shall be a breach of the Sublease
and shall be null and void.
17. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and
breach of this Sublease by Tenant.
A. The failure by Tenant to make any payment of Rent, as and when due, where such failure
shall continue for a period of three (3) days after receipt by Tenant of written notice from ASC of
such failure.
B. The failure by Tenant to observe or perform any of the non -monetary obligations of this
Sublease where such failure shall continue for a period of ten (10) days after receipt by Tenant
of written notice from ASC of such failure; provided, however, that If the nature of the condition
Is such that more than ten (10) days are reasonably required for Tenant's performance, then
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Tenant shall not be deemed to be in default If Tenant commences performance within such ten
(10) day period and thereafter diligently pursues the same to completion.
C. Them a king by Tenant of a general assignment for the benefit of creditors; the filing by or
against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization
or arrangement under any law relating to bankruptcy; the appointment of a trustee or a receiver
to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's
interest In this Sublease; or the attachment, execution or otherjudicial selzure of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this Sublease.
18. REMEDIES FOR DEFAULT. In the event of any default by Tenant after notice and opportunity to
cure, as provided for in Section 18, ASC may at any time thereafter, in its sole discretion, without limiting
ASC in the exercise of any right or remedy now or hereafter available to ASC at law or in equity by
reason of such default, do any of the following:
A, Terminate Tenant's right to possession of the Premises by any lawful means, in which case
this Sublease shall terminate and Tenant shall Immediately surrender possession of the
Premises to ASC. In such event ASC shall be entitled to recover from Tenant all damages
incurred by ASC by reason of Tenant's default including, but not limited to, unpaid Rent,
Insurance and the cost of recovering possession of the Premises, and reasonable expenses of
reletting.
B. Pursue any other remedy now or hereafter available to ASC under the laws of the State of
California.
19. TERMINATION WITHOUT CAUSE. The Sublease is subject to termination without cause by either
party upon thirty (30) days written notice.
20. NOTICES. Wherever in this Sublease it shall be required or permitted that notice and demand be
given or served by either party to this sublease or on the other, such notice or demand shall be given or
served in writing and shall not be deemed to have been duly given or served unless in writing, and
personally forwarded by registered or certified mail, postage prepaid, addressed as follows:
To: ASC Executive Director
CSU Fullerton Auxiliary Services Corporation
2600 N4tWOod Ave., Suite 210
Fullerton, CA 92831-3106
To: Tenant Hip Unlimited, LLC
3809 N. Williams Ave,
Suite 120
Portland, OR 97212
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21. INTERPRETATION. ASC and Tenant have both had the opportunity to review and revise this
Sublease. As such, this Sublease shall be construed and interpreted as the joint work product of ASC and
Tenant and/or their attorneys. The rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed In any interpretation of this Sublease. This
Sublease and all of its terms shall he construed equally as to ASC and Tenant.
22. HAZARDOUS MATERIALS.
A. As used In this Sublease, the term "Hazardous Material" means any flammable Items,
explosives, radioactive materials, hazardous or toxic substances, material or waste or related
materials, including, without limitation, any substances defined as or included in the definition
of "hazardous substances," "hazardous wastes," "infectious wastes," "hazardous materials," or
"toxic substances" now or subsequently regulated under any federal, state or local laws or
regulations Including, without limitation, petroleum -based products, printing Inks, acids,
pesticides, asbestos, P6s and similar compounds, and including any different products and
materials which are subsequently found to have adverse effects on the environment or the
health and safety of persons and are outside the scope of a reasonable restaurant operation.
B. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought
upon, used, stored, treated or disposed of in or about the premises by Tenant, its agents,
employees, contractors, affiliates, or invitees. Tenant shall protect, Indemnify, defend and hold
ASC harmless from all actions (including, without limitation, remedial or enforcement actions of
any kind, and administrative orjudicial proceedings and orders orjudgments), costs, claims,
damages (including punitive damages), expenses (including attorneys', consultants' and experts'
fees, court costs), amounts paid in settlement, fines, forfeitures or other civil, administrative or
criminal penalties, injunctive or other relief, liabilities or losses in any way arising or resulting
from a breach of this prohibition by Tenant, its agents, employees, contractors, affiliates or
invitees. Upon expiration or earlier termination of this Sublease, Tenant shall cause any
Hazardous Materials arising out of the use or occupancy of the Premises by Tenant or its agents,
affiliates, customers, employees, business associates or assigns to be removed from the
Premises and properly transported for use, storage or disposal In accordance with all applicable
laws, regulations and ordinances.
23. GENERAL PROVISIONS.
A. Waiver. The waiver by ASC or Tenant of any termm, covenant on condition in this Sublease
shall not be deemed to be a waiver of any other term, covenant or condition or any subsequent
waiver of the same or any other term, covenant or condition contained in this Sublease. The
subsequent acceptance of Rent hereunder by ASC or any payment by ASC or Tenant shall not be
deemed to be a waiver of any preceding default of any term, covenant or condition of this
Sublease, other than the fallure to pay the particular amount so received and accepted,
regardless of the knowledge of any preceding default at the time of the receipt or acceptance.
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8, Headings. The headings and paragraph titles in this Sublease are not a part of this Sublease
and shall have no effect upon the construction or interpretation of any part of this sublease,
C. Time of the Essence. Time is of the essence of this Sublease and each and all of its provisions.
D. Late Charges. If any Installment of Rent or any sum due from Tenant shall not be paid by
Tenant within ten (10) days after the end of each month that said amount Is past due, then
Tenant shall pay to ASC a late charge of five percent (5`y) of the amount past due. Acceptance of
such late charge by ASC shall In no event constitute a waiver of Tenant's default with respect to
such overdue amount, nor shall It prevent ASC from exercising any of the other rights and
remedies granted under this Sublease,
E. Prior and Future Agreements, This Sublease contains all of the agreements of ASC and Tenant
with respect to any matter covered or mentioned in this Sublease and except as provided herein
no prior agreements or understanding pertaining to any such matters shall be effective for any
purpose. No provision of this Sublease may be amended or supplemented except by an
agreement in writing signed by both ASC and Tenant or their respective successors in interest.
F, Partial Invalidity. Any provision of this Sublease which shall be held by a court of competent
jurisdiction to be invalid, vold or illegal shall In no way affect, impair or invalidate any other
provision or term of this Sublease, and such other provision or terms shall remain in full force
and effect,
G. Dispute Resolution. Except for sults by ASC seeking eviction or unpaid Rent, the parties agree
to mediate their claims arising out of this Sublease before a third party mediator prior to
initiating legal action. Any party that files suit without diligently attempting to meditate its claim
shall be barred from collecting any attorneys' fees or costs.
H. Choice of Law. This Sublease shall be governed by the laws of the State of California, and any
action brought under this Sublease shall be filed in Orange County Superior Court,
1. Attorneys' Fees. In the event of any action or proceeding brought by one party against the
other under this Sublease, provided it complied with subsection (G) the prevailing party shall be
entitled to recover it reasonable attorneys' fees and costs in such action or proceeding from the
other party, including all reasonable attorneys' fees and costs incurred in connection with any
appeals or efforts to collect on any judgment.
J. Counterparts. This Sublease may be executed in one or more separate counterparts, each of
which, once are executed, shall be deemed to be an original. Such counterparts shall be and
constitute one and the same instrument.
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24. NON-DISCRIMINATION. Tenant herein covenants by and for itself, its heirs, executors,
administrators and assigns and all persons claiming under or through it, and this Sublease is made and
accepted upon and subject to the following conditions. That there shall be no discrimination against or
segregation of any person or group of persons on account of race, gender, genetic information, sexual
preference, gender expression, gender identity, medical condition, marital status, pregnancy, color,
creed, national origin, ancestry, disability, handicap or status as a veteran, in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the Premises herein Subleased, nor shall Tenant
Itself, or any person claiming under or through It, establish or permit such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subleases, subtenants or vendees in the Premises.
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IN W1I MSS W1ILR1'r F, the parties IfIve duly nvuned this sublease tolpethol with horein reha red to
I xhihits which aro ;it [;Iow, Ihemto, on Iho day nud year lial above writ I' III.
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A( IIIfoplid naq- IitofII corporal inn
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Ptauk A. Mutnffmi
Fffecutive 011octor
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",II:
A Uclawam cusp 'a ion
Mw ..Itc ti
Ot iCl
Harald Wuesthof
Owner
The City of Santa Ana is nol a pally to this Sublease Agteenienl; however, consent Is f;ranfnd to CSU
1-ullertoil Auxiliary Selvlces Corporation to enter Into this Sablcase Agivement.
CITY OF SAIN'1'A AN C
I%Y
David Cavale"
City Manage,
Maria D. hlulxar
Clerk of the Council
s
Approved:
G f Sonia H. Calvalho
J City Attorney
911'::l,,
EXHIBITA
Premises Description
101Page
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