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HomeMy WebLinkAboutCC RESO 13,155RESOLUTION NO. 13,155 A RESOLUTION OF THE CITY OF NATIONAL CITY AUTHORIZING EXECUTION OF A REVISED LEASE AGREEMENT AND FIRST AMENDMENT TO REVISED LEASE AGREEMENT WITH METROPOLITAN. TRANSIT DEVELOPMENT BOARD WHEREAS, by Resolution No. 13,048 dated May 15, 1979, the City authorized the leasing of eight buses from Metropolitan Transit Development Board for operation of transit services in National City, and WHEREAS, route change as well as need for temp- orary fuel dispensing facilities have required a change in the scope of said lease agreement with Metropolitan Transit Development Board; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of National City as follows: Section 1. The City Manager is hereby authorized to execute that certain revised lease agreement and first amendment to lease agreement between the City of National City and Metropolitan Transit Development Board. (MTDB Document No. 62) Section 2. That certain lease agreement author- ized pursuant to National City Resolution No. 13,048 is hereby superseded. A copy of said lease and agreement is on file with the office of the City Clerk and reference is made thereto for all particulars contained therein. PASSED AND ADOPTED this 23rd day of October, 1979. ATTEST: 7o ORIGINAL FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT is entered into this 23rd day of October , 1979, by and between the SAN DIEGO METROPOLITAN TRANSIT DEVELOPMENT -BOARD, a public agency established under Section 120050, et seq., of the Public Utilities Code, hereinafter "Board," and the CITY OF NATIONAL CITY, a municipal corporation, hereinafter "Lessee." WITNESSETH: WHEREAS, Board and Lessee entered into a Lease Agreement on August. 27 , 1979, for the lease of transit buses and for the tem- porary use of a fuel storage and dispensing facility; and WHEREAS, the lease of the fuel storage and dispensing facility will expire on September 30, 1979, and Lessee desires to extend the_term__of.the lease of the facility through November 5, 1979; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Paragraph 2.2 of Section 2 of the Lease Agreement is amended to read as follows: "2.2 .The fuel storage lease shall commence on July 1, 1979 and end on November 5, 1979, unless sooner terminated pursuant to this lease." 2. All remaining portions and conditions of the Lease Agreement, and amendments thereto, shall continue in full force and effect. 7p •. ..JN WITNESS WHEREOF, the parties have executed this First Amendment to Lease Agreement on the day, month and year first above written. CITY OF NATIONAL CITY SAN DIEGO METROPOLITAN TRANSIT DEVELOPMENT BOARD By: Approved as to form: Approved as to form: By: Donald •F. McLean, Jr., City Attorny By: Peterson, Gamer, Muns & Price, A Professional Corporation -2- OtIIGINAL . LEASE AGREEMENT MTDB DOCUMENT NO. 62 THIS LEASE AGREEMENT is entered into this 23rd day of October , 1979, by and between the SAN DIEGO METROPOLITAN TRANSIT DEVELOPMENT BOARD, a public agency established under Sections 120050, et seq., of the Public Utilities Code, here- inafter "Board," and the CITY OF NATIONAL CITY, a municipal corporation, hereinafter "Lessee." • W ITNESSET H: WHEREAS, on May 22, 1979, Board and Lessee entered into a Bus LeaseAgreementwhereby Lessee leased from Board eight (8) buses from a fleet of fifteen (15) 1962 and 1963 non -air- conditioned "Flxible" transit buses which Board had obtained from American Machinery & Equipment Company of Fort Worth, Texas ("AM&E"), through McDonald Transit Association, Inc. ("McDonald"); and WHEREAS, on June 25, 1979, Board executed a First Amend- ment to that lease whereby Board authorized Lessee to lease a total -of ten (10) buses, as requested by Lessee; and WHEREAS, Lessee now has a temporary need for a fuel stor- age facility where it can dispense diesel fuel to those buses, and desires to lease such a facility from Board; and WHEREAS, Board owns property at 717 "H" Street, Chula Vista, California, more particularly described as: Lots 7, 8, 17 and 18 inclusive of GLENVALE, in the City of Chula Vista, County of San Diego, State of California, according to the Map thereof No. 2953, -1- filed in the Office of the County Recorder of said San Diego County, February 9, 1953, hereinafter referred to as "Premises," which Premises are im- proved with three (3) underground fuel storage tanks and a building, one of which tanks will not presently be needed for Board's own fuel storage and which Board therefore can lease to Lessee; and WHEREAS, Lessee has delayed executing the First Amend- ment to the Bus Lease Agreement to permit preparation of this new Lease Agreement; and WHEREAS, the parties intend that this Lease Agreement shall supersede the May 22, 1979, Bus Lease Agreement and the First Amendment; NOW, THEREFORE, in consideration of the covenants, agree- ments and conditions hereinafter set forth, the parties agree as follows: Section 1. EQUIPMENT TO BE LEASED 1.1. Lessee shall lease from Board at least six (6) and not more than ten (10) of the "Flxible" transit buses which Board has in its possession, the•exact number to be determined by Lessee from time to time as Lessee deems necessary for its transit operations. The buses to be leased may be selected by Lessee from those made available by Board. This portion of the lease shall hereinafter be referred to as "bus lease.". 1.2. Board shall lease to Lessee one (1) under- ground fuel storage tank located at 717 "H" Street, at the northeast corner .of "H" Street and Woodlawn Avenue in Chula Vista, California, being the tank commonly referred to as the "middle tank" at that site. This portion of the lease shall hereinafter be referred to as "fuel storage lease." -2- Section>"'. 2.1: TERM The bus lease shall be for a one-year period commencing,;une 14, 1979, and shall be automatically renewed for additional one-year periods unless either party gives writtennot e of non -renewal as below. specified in Section 18.1 2.2. The fuel storage lease shall be for three (3) months, commencing July 1, 1979, and ending on September 30, 1979, unlesssooner terminated pursuant to this lease. Section`3. RENTAL PAYMENT 3.1. In consideration of the bus lease, Lessee shall pay to,Board the sum of $100.0:0 per bus per month, pay- able in advance-. 3.2. In consideration of the fuel storage lease, -Lessee shall pay to Board the -sum of'$100-per-month, payable on the first:day of each month. Section.4. DELIVERY OF BUSES Lessee -shall take possession of buses at Board's facility in San Diego, and shall return buses to Board at the termination: of the lease. Section 5. RIGHT TO SUBLET BUSES Lessee may sublet the buses to its contract opera- tor without first obtaining the written approval of Board. However, in the event of such a sublease, Lessee shall remain responsible for complying with all requirements of this lease. Section 6. USE OF "H" STREET PREMISES 6.1. The Premises shall beused and occupied by -3- Lessee for bus fueling purposes and for no other purpose without the prior written consent of Board. Lessee shall not use the building on the Premises for any purpose other than to obtain necessary electrical power required to dispense fuel from the underground fuel storage tank. Lessee may sublet the Premises to its contract operator without first obtaining the written approval of Board. However, in the event of such a sublease, Lessee shall remain responsible for complying with all require- ments of this lease. 6.2. Lessee acknowledges that neither Board nor any agent of Board has made any representation or warranty with respect to the Premises or with respect to the suitabil- ity of Premises for the conduct of Lessee's business, nor has Board agreed to undertake any modification, alteration or im- provement to the Premises except as provided in this lease. The taking of possession of the Premises by Lessee shall con- clusively establish that the Premises were at such time in satisfactory condition unless within fifteen (15) days after such date Lessee shall give Board written notice specifying in reasonable detail the respects in which the Premises were not in satisfactory condition. 6.3. Lessee shall not do or permit anything to be done in or about the Premises nor bring or keep anything there- in which will in any way increase the existing rate or affect any fire or other insurance upon the Building or facilities (unless Lessee shall pay any increased premium as a result of such use or acts), or.cause a cancellation of any insurance -4- policy covering said Building, facilities or any part thereof or any of its contents, nor shall Lessee sell or permit to be kept, used or sold in or about said Premises any articles which may be prohibited by a standard form policy of fire insurance for similar such Premises. 6.4. Lessee shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building., if any, or injure or annoy them or use or allow the Premises to be used for any unlawful or objection- able purpose, nor shall Lessee cause, maintain or permit any nuisance in or about the Premises. Lessee shall not commit. or suffer to be committed any waste in or about the Premises. 6.5. Lessee shall not use the Premises or permit anything to be done in or aboutthe Premises which will in any way conflict with any law, statute, ordinance or govern- mental rule or regulation or requirement of duly constituted public authorities now in force or which may hereafter be en- acted or promulgated. 6.6. Lessee shall pay for, prior to delinquency, all telephone, water, gas, electricity and all other materials and services which may be furnished to or used in, on or about the Premises by Lessee during the term of this lease. Lessee shall pay for janitorial, scavenger and security service cus- tomary to similar properties in the immediate geographical area, necessary to keep clean and secure those parts of the Premises required for Lessee's fueling access and operations. -5- 6.7. Lessee shall maintain those parts of the Pre- mises used and occupied by Lessee in good order and repair. Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Board's expense or to terminate this lease because of Board's failure to keep the Premises in good order, condition and repair. 6.8. Lessee shall make -no alterations, additions or improvements to the Premises or any part thereof without obtaining. the prior written consent of Board. 6.9. Board reserves and shall at any and all times have the right to enter the Premises to inspect the same, to submit said Premises to prospective purchasers or tenants, to post notices of non -responsibility and "for lease" signs, and to alter, improve or repair the Premises and any -portion._ of the Building without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be per- formed, always providing the entrance to the Premises shall not be blocked thereby, and further providing that the busi- ness of Lessee shall not be interfered with unreasonably. 6.10-. Lessee and Lessee's agents, servants, employ- ees, visitors, licensees and contract operators, shall observe and comply fully and faithfully with all reasonable and non- discriminatory rules and regulations adopted by Board for the care, protection, cleanliness and operation of the premises, provided Board shall give written notice thereof to Lessee. -6- Board shall not be responsible to Lessee for the non-perfor- mance by any other tenant or occupant of the Building, if any, of any of said rules and regulations. 6.11. Lessee agrees to repair any damage to the Premises caused by or in connection with the removal of any articles of personal property, business or.trade fixtures, machinery, equipment, or permanent improvements or additions, all at Lessee's sole cost and expense. Lessee shall indem- nify the Board against any loss or liability resulting from delay by Lessee in so surrendering the Premises, including without limitation any claims made by any succeeding Lessee founded on such delay. 6.12. Upon the expiration or earlier termination of this lease, Lessee shall surrender the Premises in the same condition as received, ordinary wear and tear and --damage by fire, earthquake, act of God or the elements alone excepted, and shall promptly remove or cause to be removed at Lessee's expense from the Premises any signs, notices and displays placed by Lessee. 6.13. Lessee may authorize Texaco fuel trucks, or the trucks of any other appropriate oil company, to enter onto and deliver diesel fuel into the underground fuel storage tank at the site. 6.14. Lessee may install a temporary fuel dispenser at the site to assist in the transfer of diesel fuel from the storage tank to the buses. -7- Section 7. INSURANCE Lessee, or its contract operator, shall at its own expense, procure and maintain in effect during the term of this lease, insurance coverage in at least the following amounts for both the buses and the Premises: Comprehensive Public Liability and Property Damage, including Automobile Worker's Compensation (only if Lessee contracts with a contract operator) $10,000,000.00 Combined Single Limit Statutory Requirements Employer's Liability (only As Required by if Lessee contracts with a . Law contract operator) Catastrophic Loss as to Material Damage to the Buses from Fire Fire and Extended Coverage for the Premises $5,000.00 Deductible Amount Equal to Full Replacement Value of All Fix- tures/Improvements Prior to selection of the first bus, Lessee, or its contract operator, shall. furnish Board with a Certificate of Insurance evidencing the first four of the above coverage requirements. On or before the date of execution of this Lease Agreement, Lessee, or its contract operator, shall furnish Board with a Certificate of Insurance ments have been obtained lease. The Certificates evidencing the above coverage require - with respect to the fuel storage shall make provisions for cross lia- bility and contain substantially the following language: (1) "The San Diego Metropolitan Transit Develop- ment Board is an additional insured." -8- (2) "Except for the standard care, custody and control exclusion, the liability assumed by the City of Na- tional City under the provisions of the hold harmless and indemnity clause contained in the lease agreement between the City of National City and the San Diego Metropolitan Transit Development Board is covered by the terms of the policy." (3) "This policy of the City of National City [or "This policy of the contract operator of the City of National City . . .") is primary over any other insurance carried by the San Diego Metropolitan Transit Development Board. for claims arising out of the City of National City's (and its contract operator's) possession, operation-, maintenance and repair of the leased buses, or fuel storage tank." (4) "The policy will not be canceled or materially changed without thirty (30) days' prior written notice to the San Diego Metropolitan Transit Development Board." Section 8. INDEMNITY AND HOLD HARMLESS Lessee agrees to indemnify and hold harmless from all claims, damages, liabilities, losses and expenses on ac- count of bodily injury to or death of any person, including employees of Board, and damage to or loss of use of property, including the buses and fuel storage tank leased herein, aris- ing out of or in any way connected with this Lease Agreement and Lessee's possession, operation, maintenance and repair of the leased buses and fuel storage tank; provided, however, Lessee's obligations hereunder shall not extend to claims, -9- damages, liabilities, losses and expenses arising out of or in any way connected with the sole negligence of Board. Section 9. CONDITION OF BUSES The buses are provided to Lessee on an "as is" basis, and Lessee, at its expense, shall be responsible for making all modifications, and installing all equipment, required for safety or other reasons by applicable Federal, State and lo- cal laws and regulations. All modifications and equipment in- stalled by Lessee shall remain upon termination of this lease. Lessee shall return buses to Board in the same condition as taken, reasonable wear and tear excepted, with no credit being given for any of Lessee's modifications or improvements. Section 10 MAINTENANCE AND REPAIRS OF BUSES Lessee at its expense shall maintain and repair all -buses according -to the -best standards of the industry while same are in its possession. Section 11. PAINTING OF BUSES Lessee shall remove or cover any existing name and logo appearing on the buses at the time of delivery. Lessee may, if it chooses, paint the buses in its color. There shall be no mention of "MTDB" or "Metropolitan Transit Development Board" on the buses themselves. Upon termination or cancella- tion of this lease, Lessee shall remove or cover any name and logo which Lessee or its contract operator may have placed on the buses. Section 12. SIGNS ON PREMISES 12.1. Lessee shall not place or permit to be placed -10- in or upon the Premises, where visible from outside the Pre- mises, or outside the Premises or any part of the Building any signs, notices, drapes, shutters, blinds or displays of any type without the prior written consent of Board. 12.2. Board reserves the right in Board's sole dis- creation to place and locate on the roof, exterior of the Build- ing, and in any area of the Building such signs, notices, dis- plays and similar items as Board deems appropriate in the pro- per operation of the Building. Section 13. TAXES, FEES, LICENSES, PERMITS AND REGULATIONS Lessee shall, at its expense, pay any and all taxes, fees, and other charges associated with this Lease Agreement and the -bus operation and fuel storage tank use. Lessee, through --its efforts and at its expense, shall obtain all re— quired licenses and other permits, and shall comply with all applicable Federal, State and local laws andregulations re- lating to bus operation and fuel storage tank use. Section 14. DEFAULT If Lessee defaults in the performance of any condi- tion or covenant in this Lease Agreement and fails to rectify said default within fifteen (15) days after written notice thereof is given to Lessee by Board, Board may, at its option, immediately terminate this Lease Agreement. Section 15. NOTICES Any notice required or permitted under this Lease Agreement may be personally served on the other party, by the -11- party giving notice, or may be served by certified mail, re- turn receipt requested, to the following addresses: TO BOARD: TO LESSEE: General Manager San Diego Metropolitan Transit Development Board 620 "C" Street, Fourth Floor San Diego, California 92101 City Manager City of National City 1243 National City Boulevard National City, California 92050 Section 16. ATTORNEYS' FEES In the event of any controversy, claim, or dispute between the parties hereto, arising out of or relating to this Lease Agreement or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs. Section 17. NOTICE OF TAXABLE PROPERTY INTEREST The terms of this Lease Agreement may result in the creation of a possessory interest. If such a possessory in- terest is vested in a private party to this Lease Agreement, the private party may be subjected to the payment of personal property taxes levied on such interest. Section 18. TERMINATION AND CANCELLATION 18.1. Bus Lease. Either party may terminate the bus lease at the end of any annual period by giving written notice to the other party at least'sixty (60) days prior to the beginning of any succeeding annual period. -12 18.2. Fuel Storage Lease. Either party may ter- minate the fuel storage lease by giving fifteen (15) days written notice to the other party. 18.3. Entire Agreement. Lessee shall have a right of cancellation of this Lease Agreement by giving written no- tice to Board if funding to Lessee from the State of Califor- nia is eliminated or reduced so that the undertakings in this Lease Agreement cannot be met, or any changes in State or Federal law or regulations limit the ability of Lessee to operate transit service. Section 19. DESTRUCTION OF BUSES BY FIRE OR OTHER CAUSE If, during the term of this bus lease or any exten- sions thereof, any bus shall be totally destroyed._by fire or any other casualty, or partially damaged -or destroyed by fire or any other casualty so that the reasonable cost of re- pair exceeds an amount determined by subtracting the fair mar- ket value of all modifications and equipment installed by Lessee (pursuant to Section 9 above) in that bus to date from the fair market value of that bus just prior to the casualty, then the bus need not be repaired provided that Lessee pays Board the amount so determined. Under such circumstances, Lessee may then select another similar bus from Board's sup- ply to the extent.any are available, or it may determine to continue the bus lease as to only the remaining buses. -13- Section 20. DESTRUCTION OF PREMISES BY FIRE OR OTHER CAUSE In the event the Premises are totally destroyed, notwithstanding the availability of insurance proceeds, this fuel storage lease shall be terminated effective the date of the damage. Section 21. PREVIOUS AGREEMENT SUPERSEDED This Lease Agreement shall supersede the May 22, 1979,- Bus Lease Agreement and the First Amendment thereto. IN WITNESS WHEREOF, the parties have executed this Lease Agreement on the day, month and year first above written. CITY OF NATIONAL CITY By: By: Approved as to form: By: Donald F. McLean, Jr., City Attorney SAN DIEGO METROPOLITAN TRANSIT DEVELOPMENT BOARD Approved as to form: By: Peterson, Gamer, Muns & Price, A Professional Corporation -14-