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HomeMy WebLinkAbout2006 CON American Medical Response - LeaseLEASE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND AMERICAN MEDICAL RESPONSE This Lease is made and entered into this 5th day of September, 2006, by and between the City of National City, hereinafter, ("Landlord") and American Medical Response Ambulance Service, dba American Medical Response (hereinafter, "Tenant"). 1. Lease. In consideration of the rent and other payments and covenants of Tenant hereinafter set forth, and upon the following terms and conditions, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those positions of the building (the "Building") as identified by the Landlord and all other improvements now or hereafter located thereon, located at 343 East 16th Street, National City, CA (Said Building and other improvements being hereinafter sometimes collectively referred to as the "Leased Premises"), all as shown as the attached Exhibit "A", which is incorporated herein by reference. 2. Term. The minimum Term of the Lease shall be for a period of one (1) year, commencing on September 6, 2006 (the "Commencement Date"). Upon expiration of the initial Term, this lease shall continue month to month on the same terms and conditions as set forth herein, terminable by either party upon thirty (30) days' written notice to the other party. 3. Use of the Premises. Tenant may use the Premises to house a medical transportation business, and for any other uses permitted by law. Tenant employees must abide by Landlord policies, procedures and regulations. 4. Rent. Tenant covenants and agrees to pay Landlord as rent for the Premises during the Term the sum of $1,965.00, payable monthly in advance on the first day of each month commencing on the Commencement Date (or appropriate pro rata proportion thereof for any portion of a month at the beginning or end of the Term). Beginning with the first anniversary of the Commencement Date, the Rent paid shall be increased by five percent (5%) each year. All rental payments shall be made to Landlord at its address set forth in Section 28 below, or such other address as Landlord may hereafter designate in writing to Tenant. 5. Indemnity and Insurance. a. Disclaimer of Liability. Landlord shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant's construction, maintenance, repair, use, operation, condition or dismantling of the Leased Premises except to the extent caused by Landlord's negligence or willful' misconduct. Property: NCFD Station 34 Page 1 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response b. Indemnification. Tenant shall, at its sole cost and expense, defend, indemnify and hold harmless Landlord and its officials, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "indemnitees"), from and against: Any and all liability, obligation, damages, penalties claims, lien, costs, charges, losses and expenses including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants, which may arise out of or be in any way connected with the Tenant's construction, installation, operation, maintenance, use, or condition of the Leased Premises caused by Tenant or Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. ii. Tenant's obligations to indemnify indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the negligence or willfull misconduct of one of more indemnitees. c. Assumption of Risk. Subject to Landlord's obligation to indemnify Tenant for Hazardous Materials as set forth in Paragraph 26 herein, Tenant undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively "Tenant" for the purpose of this section), all risks of dangerous conditions, if any, on or about the Leased Premises, and Tenant hereby agrees to indemnify and hold harmless the Landlord against and from any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to any person (other than from Indemnitee's gross negligence or willful misconduct) arising out of the Tenant's installation, operation, maintenance, condition or use of the Leased Premises, Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. d. Defense of Landlord. In the event any action or proceeding shall be brought against the Landlord by reason of any matter for which the Landlord is indemnified hereunder, Tenant shall, upon notice from Landlord, at Tenant's sole cost and expense, resist and defend the same with legal counsel mutually selected by Tenant and Landlord; provided however, that Tenant shall not admit liability in any such matter on behalf of the Landlord without written consent of Landlord and provided further that Landlord shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Tenant. e. Notice, Cooperation and Expenses. Landlord shall give Tenant prompt notice of the making of any claim or the commencements of any action, suit or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Landlord from cooperating with Tenant and participating in the defense of any litigation by Landlord's own counsel. Property: NCFD Station 34 Page 2 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response f. Insurance. During the term of the Lease, Tenant shall maintain, or cause to be maintained, in full force and affect and at its sole cost and expense, the following types and limits of insurance: i. Worker's compensation insurance meeting applicable statutory requirements and employer's liability insurance with minimum limits of One Hundred Thousand Dollars ($100,000) for each accident. ii.. Comprehensive commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, independent contractor's liability; coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. iii. Automobile liability insurance covering all owned, hired, and non -owned vehicles in use by Tenant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence for bodily injury and property damage. iv. At the start of and during the period of any construction, builders all-risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or accidental to the installation of improvements. Upon completion of the installation of the improvements, Tenant shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious mischief insurance on the Leased Premises. The amount of insurance at all times shall be representative of the insurable values installed or constructed. v. All policies other than for Worker's Compensation shall be written on an occurrence and not on claims made basis. vi. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. vii. Tenant shall furnish certificates of insurance to Landlord before commencement of the Lease term. Property: NCFD Station 34 Page 3 Lease Agreement between City of Located at 343 East 16tb Street National City and American Medical Response g. Named Insureds. All policies, except for worker's compensation policies, shall name Landlord and its officials, boards, commissions, employees, agents and contractors, as their respective interests may appear, as additional insureds (herein referred to as the "Additional Insureds"). h. Evidence of Insurance. Certificates of Insurance of each insurance policy required to be obtained by Tenant in compliance with this paragraph, along with written evidence of payment of required premiums shall be filled and maintained with Landlord annually during the term of the Lease. Tenant shall immediately advise Landlord of any claim or litigation that may result in liability to Landlord. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following endorsement: "At least thirty (30) days' prior written notice shall be given to Landlord by the insurer of any intention not to renew such policy or to cancel, replace or materially alter same, such notice to be given by registered mail to the parties named in this paragraph of the lease." J. Insurance Companies. All insurance shall be affected under valid and enforceable policies, insured by insurers licenses to do business by the State of California or surplus carriers on the State of California Insurance Commissioner's approval list of companies qualified to do business in the State of California. All insurance carriers and surplus line carriers shall be rated A+ or better by A.M. Best Company, or as otherwise approved by Landlord's Risk Manager. Deductibles. Tenant agrees to indemnify and save harmless Landlord, the indenmitees and Additional Insureds from and against the payment deductible and from the payment of any premium on any insurance policy required to be furnished by the Lease. 1. Contractors. Tenant shall require that each and every one of its contractors and their subcontractors who perform work on the Leased Premises to carry, in full force and effect, workers' compensation, comprehensive public liability and automobile liability insurance coverages of the type which Tenant is required to obtain under the terms of this paragraph with appropriate limits of insurance. m: Review of Limits. Once during each calendar year during the term of this Lease or any renewal thereof, Landlord may review the insurance coverages to be carried by Tenant. If landlord determines that higher limits of coverage are necessary to protect the interests of Landlord or the Additional Insureds, Tenant shall be so notified and shall obtain the additional limits of insurance at its sole cost and expense. Utilities and Services. Monthly rent is inclusive of all utilities with the exception of Cable Television. Landlord shall pay direct to the public utility company providing all Property: NCFD Station 34 Page 4 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response services and utilities provided to the Premises and separately metered or sub -metered, including without limitation, water, electricity, gas, sewer service and local telephone service. 7. Taxes. Tenant recognizes and understands that this Lease may create a possesory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant further agrees to pay any and all property taxes, if any, assessed during the term of this Lease pursuant to Section 107 and 107.1 of the Revenue and Taxation Code against Tenant's possesory interest in the Leased Premises. 8. Representations and Warranties of Landlord. Landlord represents and warrants to Tenant that: (i) Landlord (a) has power adequate for the execution, delivery and performance of its obligations under this Lease; (b) has taken all necessary action required to make this Lease the valid and enforceable obligation it purports to be; (ii) this Lease has been duly executed and delivered by Landlord; (iii) the structural support elements of the Building and the nonstructural components of the Building, including, without limitation, the mechanical systems, plumbing, lighting, air conditioning, ventilation, electricity, walls (interior and exterior), foundation, ceilings, roofs (interior and exterior), floors, windows, doors, landscaping, driveways, parking lots, heating and loading doors of the Building shall, on the Commencement Date, be in good repair and operating condition and comply in all material with respects with all applicable laws, ordinances and regulations; and (iv) applicable laws, ordinances, regulations and restrictive covenants permit the Premises to be used for a medical transportation business. 9. Repairs and Maintenance. From and after the Commencement Date and during the Term, Tenant shall, at its own cost and expense, make interior nonstructural repairs, replacements and renewals necessary to keep the Premises in as good condition, order and repair as the same are at the Commencement Date or thereafter may be put, reasonable wear and use and damage by fire or other casualty only excepted. From and after the Commencement Date and during the Term, Landlord shall, at its own cost and expense, make all necessary repairs, replacements and renewals, interior and exterior, structural and nonstructural to: (i) keep the roof of the Building free of leaks and to maintain the foundation, floor slabs and other structural supports of the Building in good and sound condition; and (ii) keep all electrical, mechanical, heating, ventilating and air conditioning, plumbing and any other systems serving the Building and the driveways, sidewalks, parking areas, sprinklers and other improvements on the Premises in as good condition, order and repair as the same are at the Commencement Date or thereafter may be put. 10. Alterations by Tenant; Signs. Tenant shall not make, or permit to be made, any major structural alterations, additions, or improvements to the Premises, except with the prior written consent of Landlord, provided that such structural alterations, additions or improvements do not adversely affect the Premises or the value thereof. Tenant agrees that no sign, advertisement or notice shall be inscribed, painted, or affixed on or to any part of the outside of the Leased Premises without the prior written consent of the Landlord. Page 5 Property: NCFD Station 34 Located at 343 East l6" Street Lease Agreement between City of National City and American Medical Response 11. Landlord's Access. Tenant agrees to permit Landlord or its authorized representatives to enter the Premises at all times with the exception of dormitory rooms during normal sleep times (except in the case of an emergency) for the purposes of inspecting the same, repair and, within a period commencing 3 months prior to the expiration of the term if no notice of renewal has been given to Landlord by Tenant, of exhibiting the same to prospective tenants; provided, however, that in connection with the exercise by Landlord of its right of access hereunder, Landlord shall use all reasonable efforts to minimize any interference with the conduct of business at the Premises by Tenant. 12. Condemnation. In the event that all or part of the Leased Premises or any interest of Tenant in the Leased Premises is taken by eminent domain by the City of National City or any other governmental agency, quasi -governmental agency or other public body thereby making it physically or financially unfeasible, as determined by Tenant in its sole discretion, for the Leased Premises to be used in the manner it was intended to be used by Tenant under this Lease Tenant shall have the right to terminate this Lease effective as of the date the condemning agency takes possession of the Leased Premises, and the rent shall be equitably prorated. Tenant shall have the right to terminate this Lease effective as of the date the condemning agency takes possession of the Leased Premises, and the rent shall be equitably prorated. Tenant shall not be entitled to any portion of the award paid for the taking, (except for personal property of Tenant), and Landlord shall receive the remainder of such award. Tenant hereby expressly waives any right of claim for loss of business or goodwill. All damages awarded as compensation for diminution in value of the leasehold or to the Landlord's Property shall belong to the Landlord. If only a portion of the Leased Premises is taken by eminent domain, and Tenant elects not to terminate this Lease under this provision their rental payments provided under this Lease shall be reduced proportionally as to the portion taken which is not then usable by Tenant and this Lease shall continue in effect. 13. Landlord's Covenant of Quiet Enjoyment; Title. Landlord covenants that it has good and clear record and marketable title to the Premises and that Tenant, upon paying the rent and performing and observing all of the other covenants and provisions hereof, may peaceably and quietly hold and enjoy the Premises for the Term as aforesaid, subject, however, to all of the terms and provisions of this Lease. 14. Tenant's Obligation to Quit. Tenant shall, upon termination of this Lease, leave and peaceably and quietly surrender and deliver to Landlord the Premises and all improvements, buildings and fixtures hereon or constituting a part thereof and any replacements or renewals thereof in as good condition, order and repair as the same were at the Commencement Date or thereafter may have been put, reasonable wear and use and damage by fire or other casualty only excepted. Notwithstanding the foregoing, Tenant shall have the right at the expiration of earlier termination of the Term to remove from the Premises Tenant's trade fixtures, equipment and personal property, provided that Tenant repairs any damage caused by such removal. Property: NCFD Station 34 Page 6 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response 15. Transfers of Tenant's Interest. Tenant shall not assign its interest in this Lease or sublease all or any part of the Premises without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may without either notice to or the consent of Landlord, assign this Lease to a successor corporation or entity in connection with any merger, consolidation, reorganization or other corporate restructuring of Tenant, or any sale of all or substantially all of the stock or assets of Tenant, provided only that the successor corporation or entity acquiring Tenant's stock or assets agrees to be bound by all of the terms and provisions of this Lease for the benefit of Landlord. 16. Transfers of Landlord's Interest. Landlord may sell, mortgage or further encumber its interest in the Premises provided that any .such sale, mortgage or further encumbrance shall be subject to Tenant's interests under and pursuant to this Lease. 17. Tenant's Default; Landlord's Remedies. If Tenant shall default in the payment of any rent and such default shall continue for fifteen (15) days after written notice to Tenant from Landlord of such default; or if Tenant shall default in the observance of any of the other covenants contained in this Lease and on Tenant's part to be performed or observed and shall fail, within thirty (30) days after written notice to Tenant from Landlord of such default, to cure such default (or, if such default is not susceptible of cure within thirty (30) days, to commence such cure within said thirty (30) day period and thereafter to pursue such cure to completion); or if the estate hereby created shall be taken on execution, or by other process of law; or if Tenant shall be found by a court of competent jurisdiction to be bankrupt or insolvent, then and in any of said cases, Landlord may, to the extent permitted by law, immediately or at any time thereafter while the situation still exists, enter into and upon the Premises, or any part thereof in the name of the whole, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant and remove its effects without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate. In the event of any such termination or repossession, Tenant shall pay to Landlord, in advance on the first day of each month, for what would have been the entire balance of the Term, one -twelfth (1/12) (and a pro rata portion thereof for any fraction of a month) of the rent and all other amounts for which Tenant is annually obligated hereunder, less, in each case, the actual net receipt by Landlord by reason of any good faith reletting of the Premises. 18. Estoppel Certificates. Landlord and Tenant hereby agree from time to time, and each upon not less than ten (10) days' prior written notice from the other, to execute, acknowledge and deliver, without charge, to the other part, or any other person designated by the other party, a statement in writing certifying: that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof); that to the knowledge of such party there exists no defaults (or if there be any defaults, specifying the same); the amount of the rent, the dates to which the rent and other sums and charges payable Property: NCFD Station 34 Page 7 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response hereunder have been paid; and that such party to its knowledge has no claims against the other party hereunder except for the continuing obligations under this Lease (of if such party has any such claims, specifying the same). 19. Bind and Inure. All of the covenants and agreements set forth herein shall be considered as running with the Land and shall extend to, bind and inure to the benefit of Landlord and Tenant, which terms as used in this Lease shall include their respective successors, and where the context so admits, assigns. 20. Captions. The captions used herein are provided for reference only and they do not constitute a part of this Lease or any indication of the intentions of the parties hereto. 21. Integration. The parties acknowledge that all prior written and oral agreements between them and all prior representations made by either party to the other with respect to the subject matter hereof have been incorporated into this instrument or otherwise satisfied prior to the execution hereof. 22. Severability; Choice of Law. If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. This Lease shall be construed in accordance with the domestic substantive laws of the State of California without giving effect to any choice or conflict of laws. 23. Notice of Lease. The parties hereby agree, at the request of either, to execute, acknowledge and deliver in recordable form a notice of lease and such other notices as may from time to time be necessary for the protection of any interest of Landlord or Tenant. 24. Brokers. Each party hereto represents and warrants to the other that it has not dealf with any broker in connection with the Premises or this Lease. Each party hereto hereby indemnifies and holds the other harmless from and against any liability for commissions due any broker of finder with whom such party has dealt in connection with this Lease. 25. Compliance with Laws and Regulations. Tenant shall, at its own cost and expense, comply with all applicable laws, ordinances, rules and regulations of governmental authorities ("Applicable Laws"): (i) regarding the physical condition of the Premises, but only to the extent the Applicable Laws pertain to the particular manner in which Tenant uses the Premises; or (ii) that do not relate to the physical condition of the Premises but relate to the lawful use of the Premises and with which only the occupant can comply, such as laws governing maximum occupancy, workplace smoking and illegal business operations, such as gambling. 26. Hazardous Substances. Tenant shall indemnify, protect and hold harmless Landlord and each of its respective subsidiaries from and against all costs and damages incurred by Landlord in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or Property: NCFD Station 34 Page 8 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response substances on, within, or to or from the Premises as a result of (i) the operations of the Tenant after the Commencement Date, and (ii) the activities of third parties affiliated with Tenant or invited on the Premises by Tenant. Landlord shall indemnify, protect and hold harmless Tenant and each of its respective subsidiaries and affiliates from and against all costs and damages incurred by Tenant in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from the Premises as a result of (i) any activity or action by any party prior to the Commencement Date; (ii) the condition of the Premises prior to the Commencement Date, including any future manifestations of such conditions; or (iii) the activities of Landlord or the activities of any third party not affiliated with Tenant and not invited on the Premises by Tenant. Each party agrees that such party will promptly give written notice to the other party of any investigation, claim,demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Premises and any hazardous substance or environmental law of which such party has actual notice. 27. Acceptance of Premises. By taking possession of the Leased Premises, Tenant accepts the Leased Premises in the condition existing as of the Commencement Date. Landlord makes no representations or: warranty as to the condition of the Leased Premises, and Landlord shall not be liable for any latent or patent defect in the Leased Premises, except as otherwise stated herein. 28. Authority to Bind Tenant. Tenant represents and warrants that it has the full right, power and authority, acting through its designated representatives, to execute this Lease. 29. Recordation. This Lease may be recorded. 30. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to be given when delivered in fully legible form with a copy by certified mail, return receipt requested. Notices shall be addressed to Landlord or Tenant at is address set forth above and with copies to: In case of Landlord: In case of Tenant: Properly: NCFD Station 34 Fire Chief National City Fire Department 140 East 12th Street, Suite A National City, CA 91950-3312 Lou Meyer CEO, Northern Pacific Region American Medical Response 7575 Southfront Road Livermore, CA 94554-8226 Page 9 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response Either party may change the address to which notices are to be sent to it by providing notice of same to the other party in accordance with the provisions of this Section. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal as of the date first above written. CITY OF NATIONAL CITY AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. tc nza, Mayor ( eyer, Vice Presi APPROVED AS TO FORM: George H. Eiser, III City Attorney Property: NCFD Station 34 Page 10 Lease Agreement between City of Located at 343 East l6th Street National City and American Medical Response RESOLUTION NO. 2006 — 207 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A LEASE AGREEMENT WITH AMERICAN MEDICAL RESPONSE TO LEASE SPACE FOR ONE AMBULANCE AND TWO AMERICAN MEDICAL RESPONSE PARAMEDICS AT FIRE STATION NO. 34 WHEREAS, on June 20, 2006, the City Council adopted Resolution No. 2006- 106, approving an agreement with American Medical Response (AMR) to provide Advance Life Support (ALS) ambulance service to the residents and visitors of National City, effective July 1, 2006; and WHEREAS, to provide a high level of service, AMR is placing a second ambulance within National City; and WHEREAS, to facilitate the increased level of service in District 34, AMR is requesting the second ambulance unit and two AMR paramedics be housed at Fire Station No. 34 located at 343 East 16th Street; and WHEREAS, AMR agrees to pay a annual rental fee in the amount of $23,580 annually to the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Lease Agreement with American Medical Response to house the second ambulance unit and two AMR paramedics serving National City at Fire Station No. 34, located at 343 East 16th Street for the annual rental fee of $23,580. Said Lease Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of October, 2006. Nick Inzufrca, Mayor ATTEST: Mich Dalla 1 , Ci yf Jerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on October 3, 2006, by the following vote, to -wit: Ayes: Councilmembers Inzunza, Morrison, Natividad , Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California Q; City CI k of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-207 of the City of National City, California, passed and adopted by the Council of said City on October 3, 2006. City Clerk of the City of National City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE 10/03/06 7 AGENDA ITEM NO. 7-ITEM TITLE Resolution of the City Council of the City of National City Authorizing the Mayor to Execute a Lease Agreement Between the City of National City and American Medical Response to Lease Space for One Ambulance and Two American Medical Response Paramedics at Station #34 for $23,580 Annually per this Lease Agreement PREPARED BY DEPARTMENT Donald Condon, Fire EXPLANATION Battalion Chief, 336-4552 The City on July 1, 2006 entered into an agreement with American Medical Response (AMR) to provide Advance Life Support (ALS) ambulance service to the residents and visitors of National City. To provide a high level of service, AMR is placing a second ambulance within National City. To facilitate the increased level of service in District 34, AMR is requesting the second ambulance unit be housed at Fire Station #34 (343 E. 16th Street). AMR will pay $23,580 annually per this lease agreement. Environmental Review Financial Statement N/A The lease agreement will generate $23,580 annually. Account No. STAFF RECOMMENDATION Authorize Staff to implement the lease agreement between the City of National City and American Medical Response. BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No.).-1 1. Lease Agreement 2. Resolution. A-200 (9/80) RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A LEASE AGREEMENT WITH AMERICAN MEDICAL RESPONSE TO LEASE SPACE FOR ONE AMBULANCE AND TWO AMERICAN MEDICAL RESPONSE PARAMEDICS AT FIRE STATION NO. 34 WHEREAS, on June 20, 2006, the City Council adopted Resolution No. 2006- 106, approving an agreement with American Medical Response (AMR) to provide Advance Life Support (ALS) ambulance service to the residents and visitors of National City, effective July 1, 2006; and WHEREAS, to provide a high level of service, AMR is placing a second ambulance within National City; and WHEREAS, to facilitate the increased level of service in District 34, AMR is requesting the second ambulance unit and two AMR paramedics be housed at Fire Station No. 34 located at 343 East 16th Street; and WHEREAS, AMR agrees to pay a annual rental fee in the amount of $23,580 annually to the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Lease Agreement with American Medical Response to house the second ambulance unit and two AMR paramedics serving National City at Fire Station No. 34, located at 343 East 16th Street for the annual rental fee of $23,580. Said Lease Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of October, 2006. ATTEST: Michael Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Nick Inzunza, Mayor LEASE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND AMERICAN MEDICAL RESPONSE This Lease is made and entered into this 5th day of September, 2006, by and between the City of National City, hereinafter, ("Landlord") and American Medical Response Ambulance Service, dba American Medical Response (hereinafter, "Tenant"). Lease. In consideration of the rent and other payments and covenants of Tenant hereinafter set forth, and upon the following terms and conditions, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those positions of the building (the "Building") as identified by the Landlord and all other improvements now or hereafter located thereon, located at 343 East 16'h Street, National City, CA (Said Building and other improvements being hereinafter sometimes collectively referred to as the "Leased Premises"), all as shown as the attached Exhibit "A", which is incorporated herein by reference. 2. Term. The minimum Term of the Lease shall be for a period of one (1) year, commencing on September 6, 2006 (the "Commencement Date"). Upon expiration of the initial Term, this lease shall continue month to month on the same terms and conditions as set forth herein, terminable by either party upon thirty (30) days' written notice to the other party. 3. Use of the Premises. Tenant may use the Premises to house a medical transportation business, and for any other uses permitted by law. Tenant employees must abide by Landlord policies, procedures and regulations. 4. Rent. Tenant covenants and agrees to pay Landlord as rent for the Premises during the Term the sum of $1,965.00, payable monthly in advance on the first day of each month commencing on the Commencement Date (or appropriate pro rata proportion thereof for any portion of a month at the beginning or end of the Term). Beginning with the first anniversary of the Commencement Date, the Rent paid shall be increased by five percent (5%) each year. All rental payments shall be made to Landlord at its address set forth in Section 28 below, or such other address as Landlord may hereafter designate in writing to Tenant. 5. Indemnity and Insurance. a. Disclaimer of Liability. Landlord shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant's construction, maintenance, repair, use, operation, condition or dismantling of the Leased Premises except to the extent caused by Landlord's negligence or willful! misconduct. Property: NCFD Station 34 Page 1 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response b. Indemnification. Tenant shall, at its sole cost and expense, defend, indemnify and hold harmless Landlord and its officials, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "indemnitees"), from and against: Any and all liability, obligation, damages, penalties claims, lien, costs, charges, losses and expenses including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants, which may arise out of or be in any way connected with the Tenant's construction, installation, operation, maintenance, use, or condition of the Leased Premises caused by Tenant or Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. ii. Tenant's obligations to indemnify indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the negligence or willfull misconduct of one of more indemnitees. c. Assumption of Risk. Subject to Landlord's obligation to indemnify Tenant for Hazardous Materials as set forth in Paragraph 26 herein, Tenant undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively "Tenant" for the purpose of this section), all risks of dangerous conditions, if any, on or about the Leased Premises, and Tenant hereby agrees to indemnify and hold harmless the Landlord against and from any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to any person (other than from Indemlutee's gross negligence or willful misconduct) arising out of the Tenant's installation, operation, maintenance, condition or use of the Leased Premises, Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. Defense of Landlord. In the event any action or proceeding shall be brought against the Landlord by reason• of any matter for which the Landlord is indemnified hereunder, Tenant shall, upon notice from Landlord, at Tenant's sole cost and expense, resist and defend the same with legal counsel mutually selected by Tenant and Landlord; provided however, that Tenant shall not admit liability in any such matter on behalf of the Landlord without written consent of Landlord and provided further that Landlord shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Tenant. e. Notice, Cooperation and Expenses. Landlord shall give Tenant prompt notice of the making of any claim or the commencements of any action, suit or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Landlord from cooperating with Tenant and participating in the defense of any litigation by Landlord's own counsel. Property: NCFi) Station 34 Page 2 Lease Agreement between City of Located at 343 East l6th Street National City and American Medical Response f. Insurance. During the term of the Lease, Tenant shall maintain, or cause to be maintained, in full force and affect and at its sole cost and expense, the following types and limits of insurance: Worker's compensation insurance meeting applicable statutory requirements and employer's liability insurance with minimum limits of One Hundred Thousand Dollars ($100,000) for each accident. ii.. Comprehensive commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, independent contractor's liability; coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. iii. Automobile liability insurance covering all owned, hired, and non -owned vehicles in use by Tenant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence for bodily injury and property damage. iv. At the start of and during the period of any construction, builders all-risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which arc to be used in or accidental to the installation of improvements. Upon completion of the installation of the improvements, Tenant shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious mischief insurance on the Leased Premises. The amount of insurance at all. times shall be representative of the insurable values installed or constructed. v. All policies other than for Worker's Compensation shall be written on an occurrence and not on claims made basis. vi. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. vii. Tenant shall furnish certificates of insurance to Landlord before commencement of the Lease temrr. Property: NCED Station 34 Located at 343 East 16th Street Page 3 Lease Agreement between City of National City and American Medical Response g. Named Insureds. All policies, except for worker's compensation policies, shall name Landlord and its officials, boards, commissions, employees, agents and contractors, as their respective interests may appear, as additional insureds (herein referred to as the "Additional Insureds"). h. Evidence of Insurance. Certificates of Insurance of each insurance policy required to be obtained by Tenant in compliance with this paragraph, along with written evidence of payment of required premiums shall be filled and maintained with Landlord annually during the term of the Lease. Tenant shall inunediately advise Landlord of any claim or litigation that may result in liability to Landlord. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following endorsement: "At least thirty (30) days' prior written notice shall be given to Landlord by the insurer of any intention not to renew such policy or to cancel, replace or materially alter sane, such notice to be given by registered mail to the parties named in this paragraph of the lease." J. Insurance Companies. All insurance shall be affected under valid and enforceable policies, insured by insurers licenses to do business by the State of California or surplus carriers on the State of California Insurance Commissioner's approval list of companies qualified to do business in the State of California. All insurance carriers and surplus line carriers shall be rated A+ or better by A.M. Best Company, or as otherwise approved by Landlord's Risk Manager. k. Deductibles. Tenant agrees to indemnify and save harmless Landlord, the indenuritees and Additional Insureds from and against the payment deductible and from the payment of any premium on any insurance policy required to be furnished by the Lease. Contractors. Tenant shall require that each and every one of its contractors and their subcontractors who perform work on the Leased Premises to carry, in full force and effect, workers' compensation, comprehensive public liability and automobile liability insurance coverages of the type which Tenant is required to obtain under the terms of this paragraph with appropriate limits of insurance. m> Review of Limits. Once during each calendar year during the temp of this Lease or any renewal thereof, Landlord may review the insurance coverages to be carried by Tenant. If landlord determines that higher limits of coverage are necessary to protect the interests of Landlord or the Additional Insureds, Tenant shall be so notified and shall obtain the additional limits of insurance at its sole cost and expense. Utilities and Services. Monthly rent is inclusive of all utilities with the exception of Cable Television. Landlord shall pay direct to the public utility company providing all Property: NCFD Station 34 Page 4 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response services and utilities provided to the Premises and separately metered or sub -metered, including without limitation, water, electricity, gas, sewer service and local telephone service. 7. Taxes. Tenant recognizes and understands that this Lease may create a possesory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant further agrees to pay any and all property taxes, if any, assessed during the term of this Lease pursuant to Section 107 and 107.1 of the Revenue and Taxation Code against Tenant's possesory interest in the Leased Premises. 8. Representations and Warranties of Landlord. Landlord represents and warrants to Tenant that: (i) Landlord (a) has power adequate for the execution, delivery and performance of its obligations under this Lease; (b) has taken all necessary action required to make this Lease the valid and enforceable obligation it purports to be; (ii) this Lease has been duly executed and delivered by Landlord; (iii) the structural support elements of the Building and the nonstructural components of the Building, including, without limitation, the mechanical systems, plumbing, lighting, air conditioning, ventilation, electricity, walls (interior and exterior), foundation, ceilings, roofs (interior and exterior), floors, windows, doors, landscaping, driveways, parking lots, heating and loading doors of the Building shall, on the Commencement Date, be in good repair and operating condition and comply in all material with respects with all applicable laws, ordinances and regulations; and (iv) applicable laws, ordinances, regulations and restrictive covenants permit the Premises to be used for a medical transportation business. 9. Repairs and Maintenance. From and after the Commencement Date and during the Term, Tenant shall, at its own cost and expense, make interior nonstructural repairs, replacements and renewals necessary to keep the Premises in as good condition, order and repair as the same are at the Commencement Date or thereafter may be put, reasonable wear and use and damage by fire or other casualty only excepted. From and after the Commencement Date and during the Term, Landlord shall, at its own cost and expense, make all necessary repairs, replacements and renewals, interior and exterior, structural and nonstructural to: (i) keep the roof of the Building free of leaks and to maintain the foundation, floor slabs and other structural supports of the Building in good and sound condition; and (ii) keep all electrical, mechanical, heating, ventilating and air conditioning, plumbing and any other systems serving the Building and the driveways, sidewalks, parking areas, sprinklers and other improvements on the Premises in as good condition, order and repair as the same are at the Commencement Date or thereafter may be put. 10. Alterations by Tenant; Signs. Tenant shall not make, or permit to be made, any major structural alterations, additions, or improvements to the Premises, except with the prior written consent of Landlord, provided that such structural alterations, additions or improvements do not adversely affect the Premises or the value thereof. Tenant agrees that no sign, advertisement or notice shall be inscribed, painted, or affixed on or to any part of the outside of the Leased Premises without the prior written consent of the Landlord. Property. NCFD Station 34 Located at 343 East le Sheet Page 5 Lease Agreement between City of National City and American Medical Response 11. Landlord's Access. Tenant agrees to permit Landlord or its authorized representatives to enter the Premises at all times with the exception of dormitory rooms during normal sleep times (except in the case of an emergency) for the purposes of inspecting the same, repair and, within a period commencing 3 months prior to the expiration of the terns if no notice of renewal has been given to Landlord by Tenant, of exhibiting the same to prospective tenants; provided, however, that in connection with the exercise by Landlord of its right of access hereunder, Landlord shall use all reasonable efforts to minimize any interference with the conduct of business at the Premises by Tenant. 12. Condemnation. In the event that all or part of the Leased Premises or any interest of Tenant in the Leased Premises is taken by eminent domain by the City of National City or any other governmental agency, quasi -governmental agency or other public body thereby making it physically or financially unfeasible, as determined by Tenant in its sole discretion, for the Leased Premises to be used in the manner it was intended to be used by Tenant under this Lease Tenant shall have the right to terminate this Lease effective as of the date the condemning agency takes possession of the Leased Premises, and the rent shall be equitably prorated. Tenant shall have the right to terminate this Lease effective as of the date the condemning agency takes possession of the Leased Premises, and the rent shall be equitably prorated. Tenant shall not be entitled to any portion of the award paid for the taking, (except for personal property of Tenant), and Landlord shall receive the remainder of such award. Tenant hereby expressly waives any right of claim for loss of business or goodwill. All damages awarded as compensation for diminution in value of the leasehold or to the Landlord's Property shall belong to the Landlord. If only a portion of the Leased Premises is taken by eminent domain, and Tenant elects not to terminate this Lease under this provision their rental payments provided under this Lease shall be reduced proportionally as to the portion taken which is not then usable by Tenant and this Lease shall continue in effect. 13. Landlord's Covenant of Ouiet Enjoyment; Title. Landlord covenants that it has good and clear record and marketable title to the Premises and that Tenant, upon paying the rent and performing and observing all of the other covenants and provisions hereof, may peaceably and quietly hold and enjoy the Premises for the Term as aforesaid, subject, however, to all of the terms and provisions of this Lease. 14. Tenant's Obligation to Quit. Tenant shall, upon termination of this Lease, leave and peaceably and quietly surrender and deliver to Landlord the Premises and all improvements, buildings and fixtures hereon or constituting a part thereof and any replacements or renewals thereof in as good condition, order and repair as the same were at the Commencement Date or thereafter may have been put, reasonable wear and use and damage by fire or other casualty only excepted. Notwithstanding the foregoing, Tenant shall have the right at the expiration of earlier termination of the Term to remove from the Premises Tenant's trade fixtures, equipment and personal property, provided that Tenant repairs any damage caused by such removal. Property: NCFD Station 34 Page 6 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response .... wnawws tH 15. Transfers of Tenant's Interest. Tenant shall not assign its interest in this Lease or sublease all or any part of the Premises without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may without either notice to or the consent of Landlord, assign this Lease to a successor corporation or entity in connection with any merger, consolidation, reorganization or other corporate restructuring of Tenant, or any sale of all or substantially all of the stock or assets of Tenant, provided only that the successor corporation or entity acquiring Tenant's stock or assets agrees to be bound by all of the terms and provisions of this Lease for the benefit of Landlord. 16. Transfers of Landlord's Interest. Landlord may sell, mortgage or further encumber its interest in the Premises provided that any such sale, mortgage or further encumbrance shall be subject to Tenant's interests under and pursuant to this Lease. 17. Tenant's Default; Landlord's Remedies. If Tenant shall default in the payment of any rent and such default shall continue for fifteen (15) days after written notice to Tenant from Landlord of such default; or if Tenant shall default in the observance of any of the other covenants contained in this Lease and on Tenant's part to be performed or observed and shall fail, within thirty (30) days after written notice to Tenant from Landlord of such default, to cure such default (or, if such default is not susceptible of cure within thirty (30) days, to conunence such cure within said thirty (30) day period and thereafter to pursue such cure to completion); or if the estate hereby created shall be taken on execution, or by other process of law; or if Tenant shall be found by a court of competent jurisdiction to be bankrupt or insolvent, then and in any of said cases, Landlord may, to the extent permitted by law, immediately or at any time thereafter while the situation still exists, enter into and upon the Premises, or any part thereof in the name of the whole, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant and remove its effects without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate. In the event of any such termination or repossession, Tenant shall pay to Landlord, in advance on the first day of each month, for what would have been the entire balance of the Term, one -twelfth (1/12) (and a pro rata portion thereof for any fraction of a month) of the rent and all other amounts for which Tenant is annually obligated hereunder, less, in each case, the actual net receipt by Landlord by reason of any good faith reletting of the Premises. 18. Estoppel Certificates. Landlord and Tenant hereby agree from time to time, and each upon not less than ten (10) days' prior written notice from the other, to execute, acknowledge and deliver, without charge, to the other part, or any other person designated by the other party, a statement in writing certifying: that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof); that to the knowledge of such party there exists no defaults (or if there be any defaults, specifying the same); the amount of the rent, the dates to which the rent and other sums and charges payable Property: NCFD Station 34 Page 7 Lease Agreement between City of Located at 343 East I6th Street National City and American Medical Response hereunder have been paid; and that such party to its knowledge has no claims against the other party hereunder except for the continuing obligations under this Lease (of if such party has any such claims, specifying the same). 19. Bind and Inure. All of the covenants and agreements set forth herein shall be considered as running with the Land and shall extend to, bind and inure to the benefit of Landlord and Tenant, which terms as used in this Lease shall include their respective successors, and where the context so admits, assigns. 20. Captions. The captions used herein are provided for reference only and they do not constitute a part of this Lease or any indication of the intentions of the parties hereto. 21. Integration. The parties acknowledge that all prior written and oral agreements between them and all prior representations made by either party to the other with respect to the subject matter hereof have been incorporated into this instrument or otherwise satisfied prior to the execution hereof. 22. Severability Choice of Law. If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. This Lease shall be construed in accordance with the domestic substantive laws of the State of California without giving effect to any choice or conflict of laws. 23. Notice of Lease. The parties hereby agree, at the request of either, to execute, acknowledge and deliver in recordable form a notice of lease and such other notices as may from time to time be necessary for the protection of any interest of Landlord or Tenant. 24. Brokers. Each party hereto represents and warrants to the other that it has not dealt with any broker in connection with the Premises or this Lease. Each party hereto hereby indemnifies and holds the other harmless from and against any liability for commissions due any broker of finder with whom such party has dealt in connection with this Lease. 25. Compliance with Laws and Regulations. Tenant shall, at its own cost and expense, comply with all applicable laws, ordinances, rules and regulations of governmental authorities ("Applicable Laws"): (i) regarding the physical condition of the Premises, but only to the extent the Applicable Laws pertain to the particular manner in which Tenant uses the Premises; or (ii) that do not relate to the physical condition of the Premises but relate to the lawful use of the Premises and with which only the occupant can comply, such as laws governing maximum occupancy, workplace smoking and illegal business operations, such as gambling. 26. Hazardous Substances. Tenant shall indemnify, protect and hold harmless Landlord and each of its respective subsidiaries from and against all costs and damages incurred by Landlord in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or Property: NCFD Station 34 Page 8 Lease Agreement between City of Located at 343 East l6th Street National City and American Medical Response substances on, within, or to or from the Premises as a result of (i) the operations of the Tenant after the Commencement Date, and (ii) the activities of third parties affiliated with Tenant or invited on the Premises by Tenant. Landlord shall indemnify, protect and hold harmless Tenant and each of its respective subsidiaries and affiliates from and against all costs and damages incurred by Tenant in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from the Premises as a result of (i) any activity or action by any party prior to the Commencement Date; (ii) the condition of the Premises prior to the Commencement Date, including any future manifestations of such conditions; or (iii) the activities of Landlord or the activities of any third party not affiliated with Tenant and not invited on the Premises by Tenant. Each party agrees that such party will promptly give written notice to the other party of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Premises and any hazardous substance or environmental law of which such party has actual notice. 27. Acceptance of Premises. By taking possession of the Leased Premises, Tenant accepts the Leased Premises in the condition existing as of the Commencement Date. Landlord makes no representations or. warranty as to the condition of the Leased Premises, and Landlord shall not be liable for any latent or patent defect in the Leased Premises, except as otherwise stated herein. 28. Authority to Bind Tenant. Tenant represents and wan -ants that it has the full right, power and authority, acting tluough its designated representatives, to execute this Lease. 29. Recordation. This Lease may be recorded. 30. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to be given when delivered in fully legible form with a copy by certified mail, return receipt requested. Notices shall be addressed to Landlord or Tenant at is address set forth above and with copies to: In case of Landlord: In case of Tenant: Fire Chief National City Fire Department 140 East I2th Street, Suite A National City, CA 91950-3312 Lou Meyer CEO, Northern Pacific Region American Medical Response 7575 Southfront Road I,ivermore, CA 94554-8226 Property: NCFI Station 34 Page 9 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response Either party may change the address to which notices are to be sent to it by providing notice of same to the other party in accordance with the provisions of this Section. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal as of the date first above written. CITY OF NATIONAL CITY AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. By. Nick Inzunza, Mayor Liu Meyer, iceent APPROVED AS TO FORM: George H. Eiser, III City Attorney Property: NCFD Station 34 Page 10 Lease Agreement between City of Located at 343 East 16th Street National City and American Medical Response City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 October 9, 2006 Lou Meyer, CEO, Northern Pacific Region American Medical Response 7575 Southfront Road Livermore, CA 94554-8226 Project: National City — Lease Agreement at Fire Station #34, Resolution No. 2006-207 Dear Mr. Meyer: On October 5, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006 - 207, executing a lease agreement between American Medical Response and the City for space for one Ambulance and Two Paramedics to be housed at Fire Station #34. We are pleased to enclose one fully executed original contract and one certified copy of the Resolution for your records. Sincerely, �% Michael R. Dalla City Clerk MRD Enclosure cc: Fire File C2006-47 ® Recycled Paper FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 WHEN RECORDED PLEASE MAIL TO: City of National City Housing, Grants, and Asset Management Department Attn: Property Agent 140 East 12th Street National City, CA 91950 A.P.N.: tLvO - °q 1- ' OB DOC# 2015-0016958 1111111111111111111111111111111I1111!1111! 111IIIIII1111111 II Jan 14, 2015 02:20 PM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $87.00 PCOR: N/A SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This Deed of Trust, Security Agreement, and Fixture Filing with Assignment of Rents (this "Deed of Trust") is made as of June 25, 2014, by the City of National City, a municipal corporation ("Trustor"), whose address is 140 East 12th Street, National City, CA 91950, to Chicago Title Company, a California corporation ("Trustee"), whose address is 2365 Northside Drive, Suite 600, San Diego, CA 92108, for the benefit of the Secretary of Housing and Urban Development ("Beneficiary") whose address is 451 Seventh Street, SW, Room 7180, Washington, DC 20410. RECITALS On August 7, 2003, pursuant to the Section 108 Loan Guarantee Program, the City of National City entered into a contract between the Trustor, as Borrower, and the Beneficiary, as guarantor for the guarantee made pursuant to section 108 of Title I of the Housing and Community Development Act of 1974, as amended, and 24 CFR Part 570, Subpart M, of the promissory note numbered B-00-MC-06- 0560, in the Aggregate Principal Amount of $6,900,000.00 (the "Note"), and any amended note or note issued in substitution for such note and having the same note number (the "Contract"). Beneficiary has, among other things, provided a loan guarantee to the Trustor for the construction of Fire Station 34 in the City of National City, on the property described in Exhibit A, and shown on the map in Exhibit B, attached to and incorporated into this Deed of Trust (the Property"). American Medical Response Ambulance Service, dba American Medical Response ("AMR"), leases a certain portion of Fire Station 34 to house an ambulance unit and two AMR paramedics serving Fire Station 34, pursuant to the Lease Agreement Between the City of National City and American Medical Response, dated September 5, 2006 (the "Lease"). ARTICLE I PROPERTY IN TRUST For good and valuable consideration, including the indebtedness cited above and the trust created pursuant to this Deed of Trust, the receipt of which is hereby acknowledged, Trustor hereby grants, transfers, conveys and assigns to Trustee, in Trust, with power of sale, for the benefit and security of Beneficiary, under and subject to the terms and conditions set forth below, all the Trustor's right, title and interest in the Property: (a) Together with Fire Station 34 and any and all buildings and other improvements of whatever nature or kind now or hereafter erected thereon, and all property of Trustor now or hereafter affixed to or placed upon the Property, including, without limitation, all fixtures and attachments (whether fixed or movable) and other articles (including, in each instance, improvements, restorations, replacements, repairs, additions, accessions or substitutions thereto or therefor) it being intended and agreed that all such items will be conclusively considered to be a part of the real property conveyed by this Deed of Trust, whether or not affixed to the real property (the "Improvements"); (b) The rents from the Property, reserving to Trustor the right, prior to any default by Trustor of Trustor's obligations under the Contract, to collect and retain such rents as they become due and payable; (c) This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of San Diego County with respect to all fixtures included within the term "Property" as used in this Deed of Trust and with respect to any goods, collateral, or other personal property that may now be or later becomes fixtures; and (d) All of the foregoing, together with the Property, shall be hereinafter referred to as the "Security." ARTICLE II OBLIGATIONS SECURED This Deed of Trust is given to secure the performance of all of Trustor's obligations under the Contract, including: (a) Payment of the principal and interest as set forth in the Note payable to order of the Beneficiary in the principal sum of Six Million Nine Hundred Thousand dollars ($6,900,000) or such amount as advanced under the terms of the Note, and other indebtedness of Trustor as provided in the Note, and any extension, modification or renewal of the Note; To protect the Security of the Deed of Trust, the Trustor agrees to: 1) pay and perform all indebtedness and obligations that are secured by this Deed of Trust in accordance with their terms; and, (2) to perform all affirmative covenants and refrain from doing all negative covenants set forth in Articles III-VII of this Deed of Trust; and (c) Notwithstanding any term contained in this Deed of Trust, Trustor's liability shall be limited as set forth in Part II, Paragraph 13, titled "Limited Liability", of the Contract. (b) Deed of Trust, Security Agreement and 2 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 ARTICLE III MAINTENANCE OF THE SECURITY; EASEMENTS 3.1 Maintenance and Modification of the Security by Trustor. Trustor agrees that, at all times prior to the release of the lien of this Deed of Trust, Trustor shall, at Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained, preserved and kept in good order, condition and repair. Trustor shall from time to time make or cause to be made all repairs, reconstruction, replacements and renewals proper and necessary to perform its obligations hereunder. Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. 3.2 Payment. Trustor shall pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with all or any portion of the Security, diligently to file or procure the filing of a valid notice of completion upon completion of construction of any part of the Security, diligently file or procure the filing of a notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of 30 days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security or any part thereof. Within twenty (20) days of a recording of a claim of lien against all or any part of the Security or within twenty (20) days of service upon Beneficiary of a bonded stop notice, Trustor shall satisfy, pay, discharge or make provision satisfactory to Beneficiary in its sole discretion for full payment of such claim or stop notice. 3.3 Granting of Easements. Trustor shall not grant easements, rights -of -way or, other rights or privileges in the nature of easements with respect to any property or rights included in the Security (except those required or desirable solely for installation and maintenance of public utilities serving the Security including, without limitation, water, gas, electricity, sewer, telephone, or those required by law) without the prior written approval of Beneficiary. In the event such rights are granted following Beneficiary's approval, Trustor shall promptly so advise Beneficiary in writing. ARTICLE IV TAXES, INSURANCE, AND ADVANCES 4.1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid, (i) at least ten (10) days prior to delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof including, without limitation, rent, royalties, profits, and income and (ii) all charges for labor, material and supplies that, if unpaid, might become a lien encumbering any part of the property of Trustor; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as: Deed of Trust, Security Agreement and 3 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 a. the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings; or b. no part of the Security is subject to forfeiture or sale. With respect to special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security unless Trustor has secured the prior written approval of Beneficiary to pay such amounts in installments over a period of years. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after Beneficiary has notified Trustor of such failure to pay and Trustor fails to fully pay such item within three (3) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance, shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust and Trustor agrees to pay all such amounts. 4.2 Insurance. Trustor is permissively self -insured pursuant to the rules and regulations applicable in the State of California. Additionally, Trustor possesses excess liability risk financing through SANDPIPA, a Municipal Insurance pool. 4.3 Advances. In the event Trustor shall fail to keep the Security in good order, repair, and operating condition, Beneficiary may (but shall be under no obligation to) make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by Beneficiary shall become an additional obligation of Trustor to Beneficiary (together with interest from the date of the advance until the date paid by Trustor) and shall be secured by this Deed of Trust, which amounts Trustor agrees to pay on the demand of Beneficiary. ARTICLE V DAMAGE, DESTRUCTION, OR CONDEMNATION 5.1 Damage and Destruction. T rustor shall promptly notify Beneficiary in writing after any loss or damage caused by fire or other casualty to the Property, and shall furnish evidence satisfactory to Beneficiary of the repairs or reconstruction of the Property. 5.2 Condemnation. Trustor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion of it, shall notify Trustee and Beneficiary of the pendency of the proceedings. Trustee and Beneficiary may participate in and control any proceedings and Trustor from time to time shall deliver to Beneficiary all instruments requested by Beneficiary to permit participation and control. If there are condemnation proceedings, the award or compensation payable is assigned to and will be paid to Beneficiary. Deed of Trust, Security Agreement and 4 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 ARTICLE VI REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE TRUSTOR 6.1 Defense of the Title. Trustor covenants that it is lawfully seized and possessed of title in fee simple to the Security, that it has good right to sell, convey or otherwise transfer or encumber the Security, and that Trustor, for itself and its successors and assigns, warrants and will defend the right and title to the foregoing described and conveyed Security unto Beneficiary, its successors and assigns, against the claims of all persons whomsoever, excepting only encumbrances approved in writing by Beneficiary. 6.2 Inspection of the Security. Trustor covenants and agrees that at any and all reasonable times, Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security. 6.3 Waste. Trustor shall not commit any waste on the Security or take any actions that might invalidate any insurance carried on the Security. The Trustor shall maintain the Security in good order, condition, and repair. 6.4 Records. The Trustor shall keep adequate books and records of account of the Security and its own financial affairs sufficient to permit the preparation of financial statements therefrom in accordance with generally accepted accounting principles. The Beneficiary shall have the right to examine, copy and audit the Trustor's records and books of account at all reasonable times. 6.5 Trustor's Estoppel. The Trustor shall promptly furnish, upon the Beneficiary's request made at any time and from time to time during the term of this Deed of Trust, a duly acknowledged written statement setting forth all amounts due on the indebtedness secured by this Deed of Trust and stating whether any offsets or defenses exist, and containing such other matters as the Beneficiary may reasonably require. ARTICLE VII AGREEMENTS AFFECTING THE SECURITY, FURTHER ASSURANCES, AND PAYMENT OF PRINCIPAL 7.1 Contract and Other Agreements Affecting Security. Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Contract and/or any other agreements affecting the Security and/or any other deed of trust or other instrument or agreement encumbering the Security and/or any lease or any other agreement of any kind or nature whatsoever now or hereafter involving or affecting the Security or any part thereof. 7.2 Further Assurances. At any time, and from time to time, upon the request of Beneficiary, Trustor shall make, execute and deliver, or cause to be made, executed and delivered, to Beneficiary and, where appropriate, cause to be recorded and/or filed, and from time to time Deed of Trust, Security Agreement and 5 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 thereafter to be re -recorded and/or refiled, at such time and in such offices and places as shall be deemed desirable by Beneficiary, any and all such other and further deeds of trust, security agreements, financing statements and continuation statements, instruments of further assurance, and other certificates and documents as may be, in the opinion of Beneficiary, reasonably necessary to effectuate, complete or perfect, or to continue and preserve: (a) the obligations of Trustor under this Deed of Trust; (b) the lien of this Deed of Trust; and (c) any right, title or interest of Beneficiary in or to the Security. 7.3 Payment of the Principal and Interest. Trustor shall promptly pay to Beneficiary, or its designee, the principal, interest and other sums as set forth in the Note in the amounts and by the times set out therein. 7.4 Subrogation; Payment of Claims. Beneficiary shall be subrogated to the claims and liens of all parties, whose claims or liens are discharged or paid by Beneficiary pursuant to the provisions hereof. If this Deed of Trust is subject to a prior lien, (approved in writing by Beneficiary), as permitted by law, Beneficiary shall have the right to pay and discharge the obligations secured by said lien. 7.5 Operation of the Security. Trustor agrees and covenants to operate the Security (and, in case of a permitted transfer of a portion of the Security, the transferee shall operate such portion of the Security) in full compliance with this Deed of Trust. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 8.1 Events of Default. The events that shall constitute a default under this Deed of Trust (each such event is referred to herein from time to time as an "Event of Default") are those set forth in Part II, Paragraph 11(a), titled "Default" of the Contract. The Trustor shall be given the opportunity by Beneficiary and Trustee to cure any default prior to Beneficiary invoking any remedy, including those set forth in the Deed of Trust and the Contract. 8.2 Acceleration of Maturity. In the Event of Default as set forth above, the Beneficiary, prior to acceleration, shall give notice to Trustor specifying: (a) The breach; (b) The action required to cure such breach; (c) A date, not less than 10 business days from the date the notice is mailed to Trustor, by which such breach must be cured; and (d) That failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. Deed of Trust, Security Agreement and 6 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 The notice shall further inform Trustor of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Trustor to acceleration of sale. If the breach is not cured on or before the date specified in the notice, Beneficiary, at Beneficiary's option, may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this Paragraph, except for attorney's fees. The time in which to cure may be extended by Trustor upon notice to Beneficiary that Trustor is making good faith attempts to cure the default and that additional time is required to cure the Event of Default. Trustor may provide the date by which it expect the default to be cured. If Beneficiary invokes power of sale after Trustor's failure to cure, Beneficiary shall execute or cause Trustee to execute a written notice of the occurrence of an Event of Default and of Beneficiary's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. Beneficiary or Trustee shall mail copies of such notice in the manner prescribed by applicable law. Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, after notice to Trustor, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Beneficiary or Beneficiary's designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) To all reasonable costs and expenses of the sale, except for attorney's fees; (b) To all sums secured by this Deed of Trust; and (c) The excess, if any, to the person or persons legally entitled thereto. 8.3 Trustor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of the sums secured by this Deed of Trust due to Trustor's Event of Default, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to three (3) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor cures all breaches of any other covenants or agreements of Trustor contained in the Deed of Trust; and Deed of Trust, Security Agreement and 7 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 (b) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary's and Trustee's remedies, except attorney's fees. Upon such cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 8.4 Fee for Requested Statements. The Beneficiary may charge a fee not to exceed Sixty Dollars ($60.00) for furnishing the statement of obligation as provided in Section 2943 of the Civil Code of California. 8.5 Remedies Cumulative. No right, power or remedy conferred upon or reserved to Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. 8.6 No Waiver. No delay or omission of Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to Beneficiary may be exercised from time to time and as often as may be deemed expeditious by Beneficiary. No consent or waiver, expressed or implied, by Beneficiary to or of any breach by Trustor in the performance of the obligations hereunder shall be deemed or construed to be a consent to or waiver of obligations of Trustor hereunder . Failure on the part of Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by Beneficiary of its right hereunder or impair any rights, powers or remedies consequent on any breach or Event of Default by Trustor. If Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted herein or in the Contract or in the Note, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements of this Deed of Trust, the Contract, or the Note (v) consents to the granting of any easement or other right affecting the Security, or (vii) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in an Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by Beneficiary, shall the lien of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Security, Beneficiary, without notice, is hereby authorized and empowered to deal with any such vendee or transferee with Deed of Trust, Security Agreement and 8 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 reference to the Security (or a part thereof) or the indebtedness secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with Trustor, and without in any way releasing or discharging any liabilities, obligations or undertakings of Trustor. 8.7 Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Trustor, its creditors or its property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Beneficiary allowed in such proceedings for the entire amount due and payable by Trustor under this Deed of Trust at the date of the institution of such proceedings including, without limitation, any additional amount which may become due and payable by Trustor hereunder after such date. ARTICLE IX MISCELLANEOUS 9.1 Amendments. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the parties. 9.2 Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, except for attorney fees, Trustee shall reconvey to Trustor, or to the person or persons legally entitled thereto, without warranty, the Security then held hereunder. Such person or persons shall pay all recording fees. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or persons legally entitled thereto." 9.3 Notices. Whenever Beneficiary, Trustor or Trustee shall desire to give or serve any notice, demand, request or other communication with respect to this Deed of Trust, each such notice, demand, request or other communication shall be in writing and shall be effective only if the same is delivered by personal service or mailed by certified mail, postage prepaid,return receipt requested, addressed to the address set forth in the first paragraph of this Deed of Trust. Any party may at any time change its address for such notices by delivering or mailing to the other parties hereto, as aforesaid, a notice of such change. 9.4 Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Beneficiary may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by Beneficiary and duly acknowledged and recorded in the office of the San Diego County Recorder, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Deed of Trust, Security Agreement and 9 140 East 12t' Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee. 9.5 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. 9.6 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain as binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. 9.7 No Merger. Any interest the Beneficiary may hold in the Security shall be freely alienable separate and apart from any other such interest. In the event that Beneficiary acquires an interest, whether as beneficiary under a deed of trust or otherwise, in any lease or reversion in the Security, or any part thereof, and if both the lessor's and lessee's estate under any such lease or any portion thereof shall at any time become vested in one owner, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger and, in such event, Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary as to the estates of lessor and lessee. In addition, upon foreclosure under this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Security shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice of termination to such tenant or subtenant. 9.8 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. The venue shall be in state or federal court located in San Diego County. 9.9 Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, ifthe context so requires. 9.10 Trustor and Beneficiary Defined. The term "the Trustor" includes both the original Trustor and any subsequent owner or owners of any of the Security, and the term "the Beneficiary" includes the original Beneficiary and also any future owner of holder, including pledges and participants, of the Note or any interest therein. Deed of Trust, Security Agreement and 10 140 East 12a' Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 9.11 Successors. The terms of this Deed of Trust will bind and benefit the heirs, legal representatives, successors and assigns of the Trustor and the Beneficiary and the successors in trust of the Trustee. If the Trustor consists of more than one person or entity, each will be jointly and severally liable to perform the obligations of the Trustor. 9.12 No Presumption Regarding Construction. This Deed of Trust was drafted by the Trustor. The presumption that ambiguities are resolved against the drafting party shall be inapplicable, and any such ambiguities shall not be construed against the Trustor. By signing below, Trustor accepts and agrees to the terms and covenants contained in this Deed of Trust in accordance with the terms of the Contract and the Note. Trustor has executed this Deed of Trust as of the day and year first above written. TRUSTOR: CITY OF NATIONAL CITY, a municipal corporation B n Morrison, Mayor APPOVED AS TO FORM: B Deed of Trust, Security Agreement and 11 140 East 12th Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 Exhibit A LOTS 1 TO 6 INCLUSIVE AND LOTS 11 TO 20 INCLUSIVE IN BLOCK 4 OF 10 ACRE LOT 8 IN QUARTER SECTION 154 OF THE RANCHO DE LE NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 552, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 2, 1888. TOGETHER WITH THOSE PORTIONS OF THE SOUTH HALF OF 15TH STREET, ADJACENT TO LOTS 1 AND 20, VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 6576 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED MARCH 2, 1956 IN BOOK 5999, PAGE 508 OF OFFICIAL RECORDS. ALSO TOGETHER WITH THE EASTERLY 10 FEET OF C AVENUE ADJACENT TO LOTS 1 THROUGH 6 INCLUSIVE, VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 6759 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED OCTOBER 5, 1956 IN BOOK 6287, PAGE 413 OFFICIAL RECORDS. ALSO TOGETHER WITH THAT PORTION OF THE SOUTH HALF OF 15TH STREET ADJACENT TO LOTS 1 AND 20 AND THE ALLEY LYING BETWEEN LOTS 1 THROUGH 6 INCLUSIVE AND LOTS 15 THROUGH 20 INCLUSIVE VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 2004-44 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED MARCH 29, 2004 AS FILE NO. 2004-0257565 OFFICIAL RECORDS. APN: 560-092-08 Deed of Trust, Security Agreement and 12 140 East 12111 Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 Exhibit B \© -SEE DETAIL PLEASE COMPLETE THIS INFORMATION. RECORDING REQUESTED BY: City of National City Housing, Grants, & Asset Management AND WHEN RECORDED MAIL TO: Housing, Grants, & Asset Management Department Attn: Property Agent 140 East 12th Street, Suite B National City, CA 91950 APN: 560-092-08 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 DOC# 2015-0016957 III1I(1101111� 11!II1IIIII0110 IIII 11�1IIIII IIII1 11! 1� Jan 14, 2015 02:20 PM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES. $57.00 PCOR: N/A THIS SPACE FOR RECORDERS USE ONLY Subordination, Nondisturbance, and Attornment Agreement (Please fill in document title(s) on this line) iti\V-tc(*cm), �aSA THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) 9/95 Rec.Forni #R25 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 WHEN RECORDED PLEASE MAIL TO: City of National City Housing, Grants, and Asset Management Department Attn: Property Agent 140 East 12th Street National City, CA 91950 A.P.N.: SioO -- O�'2 O , SPACE ABOVE THIS LINE FOR RECORDER'S USE SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT NOTICE: THIS SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. This Subordination, Nondisturbance, and Attornment Agreement ("Agreement") is entered into as of June 25, 2014, by and between the City of National City, a municipal corporation ("City") and American Medical Response Ambulance Service, Inc., dba American Medical Response ("AMR"). RECITALS A. The City owns certain real property at 343 East 16th Street in the City of National City, County of San Diego, State of California, more particularly described in Exhibit A and shown on the map in Exhibit B, attached to and incorporated into this Agreement. The term "Property" in this Agreement means that real property, together with Fire Station 34 and all other improvements ("Improvements") located or constructed on it. B. On August 7, 2003, pursuant to the Section 108 Loan Guarantee Program, the City entered into a contract between the City, as Borrower, and the Seeretaty of Housing and Urban Development, ("HUD") as guarantor for the guarantee made pursuuant to section 108 of Title I of the Housing and Community Development Act of 1974, as amended, and 24 CFR Part 570, Subpart M, of the promissory note numbered B-00-MC-06-0560, in the Aggregate Principal Amount of $6,900,000.00 (the "Note"), and any amended note or note issued in substitution for such note and having the same note number (the "Contract"). C. The City has executed a Deed of Trust Deed of Trust, Security Agreement, and Fixture Filing with Assignment of Rents as of June 25, 2014 whereby the City grants, transfers, conveys and assigns to Chicago Title as Trustee, in Trust, with power of sale, for the benefit and security of HUD, as Beneficiary, all the City's right, title and interest in the Property. The Contract, the Note, the Deed of Trust, and this Agreement shall be collectively referred to in this Agreement as the "Loan Documents." D. The City, as landlord, and AMR, as lessee, entered into a lease dated September 5, 2006 (the "Lease"), under which the City leased to AMR a portion of the Improvements located on the Property, more particularly described in the Lease (the "Premises") to house an ambulance unit and two AMR paramedics serving Fire Station 34 . E. Section 16 of the Lease provides that the City may mortgage or further encumber its interest in the Premises provided that any such mortgage or further encumbrance be subject to AMR's interests under and pursuant to the Lease. F. It is a requirement of the Contract that AMR agree, among other things, to subordinate AMR's rights under the Lease to the lien of the Loan Documents and to attorn to HUD on the terms and conditions of this Agreement. AMR is willing to agree to such subordination and attornment and other conditions, as set forth below. AGREEMENT Now therefore, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the City and AMR agree as follows: SECTION 1. WAIVER OF SECTION 16 OF THE LEASE. AMR waives the provisions of Section 16 of the Lease and agrees that its interests under and pursuant to the Lease shall be subject to and of lower priority to the lien created in the Loan Documents. SECTION 2. SUBORDINATION. The Loan Documents and all supplements, amendments, modifications, renewals, replacements, and extensions of and to them shall unconditionally be and remain at all times a lien on the Property prior and superior to the Lease, to the leasehold estate created by it, and to all rights and privileges of AMR under it. That Lease and Leasehold estate, together with all rights and privileges of AMR under that Lease, are unconditionally made subordinate to the lien of the Loan Documents in favor of HUD. SECTION 3. DEFINITIONS OF "'TRANSFER OF THE PROPERTY" AND "PURCHASER". As used in this Agreement, the term "Transfer of the Property" means any transfer of the City's interest in the Property by foreclosure, trustee's sale, or other action or proceeding for the enforcement of the Deed of Trust, or by deed in lieu of foreclosure. The term "Purchaser," as used in this Agreement, means any transferee, including HUD, of the interest of the City as a result of any such Transfer of the Property, and also includes any and all successors and assigns, including HUD, of such transferee. SECTION 4. NONDISTURR NCE. The enforcement of the Deed of Trust shall not terminate the Lease or disturb AMR in the possession and use of the Premises unless at the time of foreclosure AMR is in default under the Lease or this Agreement and HUD notifies AMR in writing at or prior to the time of the foreclosure sale that the Lease will be terminated by foreclosure because of such default. City of National City and 2 Subordination, Nondisturbance, American Medical Response Ambulance Service, Inc. and Attornment Agreement SECTION 5. ATTORNMENT. Subject to Section 4 above, if any Transfer of the Property should occur, AMR shall and does attorn to Purchaser, including HUD if it should become the Purchaser, as the landlord under the Lease, and AMR shall be bound to Purchaser under all of the terms, covenants, and conditions of the Lease for the balance of the Lease term and any extensions or renewals of it that may then or later be in effect under any validly exercised extension or renewal option contained in the Lease, all with the same force and effect as if Purchaser had been the original landlord under the Lease. This attornment shall be effective and self -operative without the execution of any further instruments upon Purchaser's succeeding to the interest of the landlord under the Lease. SECTION 6. LIMITATION ON HUD'S PERFORMANCE. Nothing in this Agreement shall be deemed or construed to be an agreement by HUD to perform any covenant of the City as landlord under the Lease. AMR agrees that if HUD becomes Purchaser, then upon subsequent Transfer of the Property by HUD to a new owner, HUD shall have no further liability under the Lease. SECTION 7. HUD NOT OBLIGATED. HUD, if it becomes Purchaser or if it takes possession under the Deed of Trust, and any other Purchaser shall not be (a) liable for any damages or other relief attributable to any act or omission of any prior landlord under the Lease, including the City; (b) subject to any offset or defense not specifically provided for in the Lease that AMR may have against any prior landlord under the Lease; (c) bound by any prepayment by AMR of more than one month's installment of rent; (d) obligated for any security deposit not actually delivered to Purchaser; or (e) bound by any modification or amendment of or to the Lease unless the amendment or modification shall have been approved in writing by HUD. SECTION S. INTEGRATION; CONFLICT; EXECUTION. This Agreement integrates all of the terms and conditions of the parties' agreement regarding the subordination of the Lease to the Loan Documents, attomment, nondisturbance, and the other matters contained in this Agreement. This Agreement supersedes and cancels all oral negotiations and prior and other writings with respect to (a) such subordination (only to such extent, however, as would affect the priority between the Lease artd the Loan Documents), including any provisions of the Lease that provide for the subordination of the Lease to a deed of trust or to a mortgage and (b) such attornment, nondisturbance, and other matters contained in this Agreement. If there is any conflict between the terms, conditions, and provisions of this Agreement and those of any other agreement or instrument; including the Lease, the terms, conditions, and provisions of this Agreement shall prevail. This Agreement may not be modified or amended except by a written agreement signed by the parties or their respective successors in interest. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one and the same instrument. SECTION 9. NOTICES. All notices given under this Agreement shall conform to Section 30 of the Lease. City of National City and 3 Subordination, Nondisturbance, American Medical Response Ambulance Service, Inc. and Attornment Agreement SECTION 10. MISCELLANEOUS PROVISIONS. This Agreement shall inure to the benefit of and be binding on the parties and their respective successors and assigns. This Agreement is governed by the laws of the State of California. CITY OF NATIONAL CITY B Morrison, Mayor PROVED AS TO FORM: udia Gacitua Silva City Attorney AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. DBA AMERICAN MEDICAL RESPONSE (Corporation —signatures of two corporate officers required) By: By: (Print) Goo • kesbefse; -1 (Title) e) M‘C.14At — »vep (Print) GM- AM le,Sed4P' (Title) PLEASE SEE NOTARY ATTACHMENT City of National City and 4 Subordination, Nondisturbance, American Medical Response Ambulance Service, Inc. and Attornment Agreement Exhibit A LOTS 1 TO 6 INCLUSIVE AND LOTS 11 TO 20 INCLUSIVE IN BLOCK 4 OF 10 ACRE LOT 8 IN QUARTER SECTION 154 OF THE RANCHO DE LE NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 552, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 2, 1888. TOGETHER WITH THOSE PORTIONS OF THE SOUTH HALF OF 15TH STREET, ADJACENT TO LOTS 1 AND 20, VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 6576 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED MARCH 2, 1956 IN BOOK 5999, PAGE 508 OF OFFICIAL RECORDS. ALSO TOGETHER WITH THE EASTERLY 10 FEET OF C AVENUE ADJACENT TO LOTS 1 THROUGH 6 INCLUSIVE, VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 6759 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED OCTOBER 5, 1956 IN BOOK 6287, PAGE 413 OFFICIAL RECORDS. ALSO TOGETHER WITH THAT PORTION OF THE SOUTH HALF OF 15TH STREET ADJACENT TO LOTS 1 AND 20 AND THE ALLEY LYING BETWEEN LOTS 1 THROUGH 6 INCLUSIVE AND LOTS 15 THROUGH 20 INCLUSIVE VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 2004-44 OF THE CITY OF NATIONAL CITY, A CERTIFIED COPY RECORDED MARCH 29, 2004 AS FILE NO. 2004-0257565 OFFICIAL RECORDS. APN: 560-092-08 Deed of Trust, Security Agreement and 12 140 East 12' Street, National City, CA Fixture Filing with Assignment of Rents June 25, 2014 Exhibit B California Acknowledgment Form State of Californi County of } SS. On &r..„'i-obtr 30 20IL1 before me, A�<<k.rc 1-t. No'f { ,L.l<< personally appeared 1.1,o1--r‘s o who proved to me on the basis of satisfactory evidence to be the person whose name( is/0 subscribed to the within instrument and acknowledged to me that he/Alley ex cuted the same in his/1r/th0r au- thorized capacity(i s), and that by his/h�r/th1ir signature on the instrument the perso), or the entity upon behalf of whi h the personr acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Seal WITNESS my hand and official seal. Notes Signatur ANGELITA MARCH` i COMM. # 2046693 c, NOTARY PUBLIC 'CALIFORNIA :' SAN DIEGO COUNTY My Comm. Exp. October 25.2017 Please provide information about the document that this form is attached to. ***This is not required under Califomia State notary public law.*** et-rin pddrss 313 e---1/4sI e4-`' ©2007 Golden State Notary, Inc. www.GoldenStateNotary.com (888) 263-1977 ACKNOWLEDGMENT State of California County of San Diego On ALICii_- Lc) £DI44 before me, Staci Hempstead, Notary Public �F (insert name and title of the officer) personally appeared I" 11 C_\1Ct -I \M )hi-t , who proved to me on the basis of satisfactory evidence td be the person whose nameKis/are subscribed to the within instrument and acknowledged to me that he/sh>s/tI2efj executed the same in his/her/their authorized capacity(ies), and that by his/b r/t tr signature(sOn the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatu OFFICIAL SEAL STACI HEMPSTEAD NOTARY PUBLIC-CALIFORNIA COMM. NO. 2062772 SAN DIEGO COUNTY MY COMM. EXP. MAR. 29, 2018 State of lttu row County of ,("ir7 On Arc ACKNOWLEDGMENT before me, s? ?(kif IoTPy cgel lc — (insert name and title of the officer) personally appeared hornan rtS who proved to me on the basis of satisfact ry evidence to be the person,(.s-)'vvhose name(s) ism subscribed to the within instrument and ac nowledged to me that he/sile/tilesTexecuted the same in his/her/their authorized capacity(iesr, and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s)'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal)