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HomeMy WebLinkAbout2007 CON CDC San Diego Electric Railway - National City DepotLEASE AGREEMENT By and hetween the COMMI JNITY DEVELOPMENT COMMISSION OF TI IE CITY OF NATIONAL CITY and the SAN DIEGO ELECTRIC RAILWAY ASSOCIATION. INC. This Lease Agreement is made and entered into this 20th day of March, 2007. by and hetween the Community Development Commission of the City of National City, hereinafter designated as "Lessor" or "CDC". and the San Diego Electric Railway Association. Inc., a non- profit corporation, hereinafter designated as " Lessee". RECITALS A. Lessee desires to coordinate and oversee the maintenance and operation of the property known as the National City Depot (NCD) for the conduct of a rail history museum, including exhibits and programs of general public interest on behalf of the CDC. Said property is hereinafter referred to as "NCI)" or "the Property". 13. It is in the best interest of Lessor, on behalf of the Citizens of National City, to enter into a (..ease Agreement with San Diego Electric Railway Association, Inc. for the use of the NCI) as a rail history museum. Activities include the promotion and conduct of programs of community interest relative to the historic role of railroad activities, including electric rail and streetcars, played in the development of the City and region. This Agreement specifically delegates the operation. maintenance and management of the subject property. In exchange for these services, San Diego Electric Railway Association, Inc. will pay no rent to Lessor. NOW, TI IEREF ORE, the parties hereto agree as follows: 1. PROPERTY. Subject to the Lessor's lease with MRW Group, Inc., the property is recognized as the approximate 1.1-acre parcel that includes the 5,000 square foot depot building (museum) and surrounding land, (paved parking lot) legally described in Exhibit "A". The Lessee hereby acknowledges that the Lessor will be leasing the upstairs southwest corner office and the southern half of the parking lot directly with MRW, Inc. to facilitate the development ofa hotel at Marina Gateway, and therefore those areas are excluded from the Agreement. and the use of these facilities by the Lessee is excluded. The anticipated $100 per month office rental income received from MRW. Inc. shall he set -aside by the Lessor and forwarded to the Lessee who is to use it exclusively for repairs and maintenance and/or general restoration of the property. The Lessee shall cooperate and coordinate with MRW. Inc. concerning security and other common issues which may arise as a result of residing within the National City Depot. As the owner of the NCD, all rights and obligations shall remain with the Lessor. 2. CONSIDERATION- I essor and Lessee acknowledge that the consideration for this Agreement shall be the mutual benefit to be derived from Lessee's use and maintenance of a rail history museum on the premises. 3. TFRM• The term of this Agreement is for a twelve (12) month period From April 2007 through March 31, 2008. 4. I EGA!. STA"1'US_ OF I.ESSFF• I .essee is a legal non-profit corporation, incorporated under the laws of the State of California whose articles of incorporation and bylaws are attached hereto as Exhibit "13". 5. OPERATION OE NCD• a. Schedule of Museum: Public operations of the NCD shall be scheduled at a minimum to the following timeline: two days a week (Saturday/Sunday) for the first year. h. Other Users: Lessee shall prepare and submit for approval by Lessor's Executive Director any agreements between the I.essee and other organizations that will have a need to establish operations and/or exhibits and displays on the grounds, including any sub -leases by the lessee of the property. Any such agreements shall be subject to final approval by the Lessor's Executive Director. c. Lessor Use: Lessor may use. without rental lee, the NCI) for gatherings for a maximum of 12 times during the twenty-four (24) month period and shall assume responsibility for costs and damages and other requirements for such gatherings that may he necessary by that activity. It is the desire of Lessor not to cause any burden upon the NCD or its operations. d. Public Access: It is understood and agreed between the Lessor and Lessee that the Depot, having two (2) stories to its structure, shall he occupied and used in such a manner in which the general public has access to the bottom floor, and not to the second floor. To this end, and due to the status of the NCI) as a museum, all public -oriented activities, displays and exhibits shall be contained on the bottom floor or outside the NCI) on its grounds. e. Responsibility of Exhibits: Lessee shall be responsible for any damage to or loss of exhibits, whether their own or belonging to others. I.essor shall not be responsible for any damage or loss of exhibits, except in the case of facility use by Lessor. 6. IMPROVEMENTS- Any permanent improvements to the building and/or grounds of the property shall require the advance written approval of Lessor. and shall become the property of Lessor. Any improvements and the operation thereof shall conform to all requirements of the laws of the State of California and the ordinances of the City of National City. Page 2 NC Depot Lease Agreement 2. CONSIDERATION: Lessor and Lessee acknowledge that the consideration for this Agreement shall be the mutual benefit to be derived from Lessee's use and maintenance of a rail history museum on the premises. 3. TERM: The term of this Agreement is for a twelve (12) month period from the date of this Agreement. 4. LEGAL STATUS OF LESSEE: Lessee is a legal non-profit corporation, incorporated under the laws of the State of California whose articles of incorporation and bylaws are attached hereto as Exhibit "B". 5. OPERATION OF NCD: a. Schedule of Museum: Public operations of the NCD shall he scheduled at a minimum to the following timeline: two days a week (Saturday/Sunday) for the first year. b. Other Users: Lessee shall prepare and submit for approval by Lessor's Executive Director any agreements between the Lessee and other organizations that will have a need to establish operations and/or exhibits and displays on the grounds, including any sub -leases by the Lessee of the property. Any such agreements shall be subject to final approval by the Lessor's Executive Director. c. Lessor Use: Lessor may use, without rental fee, the NCD for gatherings for a maximum of 12 times during the twenty-four (24) month period and shall assume responsibility for costs and damages and other requirements for such gatherings that may he necessary by that activity. It is the desire of Lessor not to cause any burden upon the NCD or its operations. d. Public Access: It is understood and agreed between the Lessor and Lessee that the Depot, having two (2) stories to its structure, shall be occupied and used in such a manner in which the general public has access to the bottom floor, and not to the second floor. To this end, and due to the status of the NCD as a museum, all public -oriented activities, displays and exhibits shall be contained on the bottom floor or outside the NCD on its grounds. e. Responsibility of Exhibits: Lessee shall be responsible for any damage to or loss of exhibits, whether their own or belonging to others. Lessor shall not be responsible for any damage or loss of exhibits, except in the case of facility use by Lessor. 6. IMPROVEMENTS: Any permanent improvements to the building and/or grounds of the property shall require the advance written approval of Lessor, and shall become the property of Lessor. Any improvements and the operation thereof shall conform to all requirements of the laws of the State of California and the ordinances of the City of National City. Page 2 NC Depot Lease Agreement 7. MAINTENANCF• Lessee shall provide all basic repair and maintenance to the property, including. but not limited to, deck sealing, replacing broken windows, scaling exterior doors and windows so that no moisture enters the premises. This includes custodial cleaning services, periodic removal of weeds and sweeping of pavement at a minimum of one time per month. Bathroom facilities are to he maintained in clean manner providing basic supplies such as tissue. paper towels. and hand soap. The property at all times should look well maintained. Lessee shall be responsible for organization, set up, and cleanup following events held on the property. 8. 11T 11.1'1'11-:5• The utility costs for the property. including gas, electric, water, telephone, security, fire alarm, trash and sewer, shall be the sole responsibility. of Lessee. 9. INSIiRANCE• I.essee, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: a. Owners of vehicles, when carrying out duties on behalf of Lessee, shall maintain automobile insurance of not less than the currents limits set forth by the California Vehicle Code. h. Comprehensive general liability insurance. with minimum limits of $1,000,000 combined single -limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. c. The previously mentioned policies shall constitute primary insurance as to Lcssor, its officers, employees, and volunteers, so that any other policies held by Lessor shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to Lessor of cancellation or material change. d. Said policies, except for the workers' compensation policies, shall name Lessor, the City of National City, their officers, agents and employees as additional insureds. e. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the City of National City's Risk Manager. If the Lessee does not keep all such insurance policies in lull force and effect at all times during the terms of this Agreement, Lessor may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. f. If required insurance coverage is provided on a "claims made" rather than "occurrence" form. Lessee shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement. Page 3 NC Depot. Lease Agreement g. Any aggregate insurance limits must apply solely to this Agreement. h. Lessor shall keep the buildings, improvements, and personal property owned by Lessor and located on the premises insured against loss or damage by lire in the amount of not less than ninety (90) percent of replacement value. This insurance does not cover personal property owned by Lessee. i. Insurance provisions of this Agreement may he reviewed by Lessor every year, and before any renewal of the Agreement, and the required coverages increased as deemed necessary by lessor. 10. i IOLD I iARMLGSS• I cssee hereby agrees to indemnify, defend and hold harmless the City of National City, Lessor, their officers, agents, employees and volunteers from any and all liability, loss, claims, damages or injuries to any person or property, including injury to Lessee's employees, and all expenses of investigating and defending against same, arising from or connected with performance of or failure to perform the obligations of this Agreement, or caused by the acts of i.essee, its officers, agents or volunteers or the concurrent acts of the Lessee. the City of National City, Lessor or their officers, agents, employees or volunteers. 11. JNSPFC'TION• Lessor, by and through its designated employees, shall have the right to enter the premises upon 36 hours notice for the purpose of viewing and ascertaining the conditions of same and the operation and maintenance thereof. 12. TFRMINATiON• Notwithstanding the provisions of Section 3. either Lessor or Lessee may terminate this Agreement without cause upon ninety (90) days written notice to the other party. 13. RF:MOVAI. OF iMPROVF.MFNTS- it is further agreed between the parties that at the termination or expiration of this Agreement or any renewal thereof. Lessee shall, within thirty (30) days of written request by Lessor, remove any and all personal property not owned by Lessor, placed or erected on the premises during the term thereof, or any renewal thereof, and that all expense connected with such removal shall be borne by Lessee. Lessor shall have the right to sell, destroy, remove, or otherwise dispose of any such personal property left on the premises longer than ninety (90) days alter termination of this Agreement. The premises shall be left by Lessee in a clean, neat and safe condition, and the exclusive possession and use of the property shall revert to Lessor. 14. NON DISCRIMINATION. Lessee agrees that there shall he no discrimination against or segregation of any person or group of persons because of race, color. creed, national origin, sex, sexual orientation, ancestry, marital status. physical handicap or medical condition in the use occupancy or enjoyment of the property. nor shall Lessee, or any person claiming under or through it. establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of users of the property. Page 4 NC Depot Lease Agreement 15. WAIVER- The failure or omission of Lessor to terminate this Agreement for any violation of any of its terms, conditions or covenants shall in no way be deemed to be a consent by Lessor to such violation, and shall in no way bar, stop or prevent Lessor from terminating this Agreement thereafter, either for such or tier anv subsequent violation of any such term, condition or covenant. 16. SIGNS' Lessee agrees that no sign, banner, advertisement or notices, whether permanent or temporary, shall he inscribed, painted or affixed on or to any pan or portion of the outside of the property except to be of such type, color, size and style, and in such place as may be approved by i "essor. 17. TAXES: Lessee recognizes and understands that this Agreement may create a possessory interest subject to property taxation, and that Lessee may be subject to the payment of property taxes levied on such interest. 1,essee further agrees to pay any and all property taxes. if any, assessed during the term of this Agreement pursuant to Sections 107 and 107.1 of the Revenue and Taxation Code against Lessee's possessory interest in the premises. 18. PROHIBITEi) A("l'IViTiES OF i FSSFE• It is specifically prohibited for Lessee to sponsor. engage in or permit any of the following activities upon the premises: a. Arcades or carnival type attractions or rides without a valid Temporary Use Permit (T1JP) issued by the City of National City. b. Consumption of alcoholic beverages, unless prior written approval of Lessor and the State Department of Alcoholic Beverage Control is first obtained. 19. NOTICES- Notices pursuant to this Agreement shall be by personal delivery or by deposit in the United States Postal Service, first-class, postage -prepaid and addressed as follows: LESSEE: President San Diego Electric Railway Association, Inc. Post Office Box 89068 San Diego, CA 92138-9068 LESSOR: Executive Director Community i)evelopment Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 20. COMPLIANCE WiTif Ai.i. LAWS AND ORDiNANCTS• Lessee shall comply at all times with all provisions of State and federal laws. all CDC rules. and regulations, and the ordinances of the City of National City. Page 5 NC Depot Lease Agreement 1 VAI.IDCIY• The invalidity in whole or part, of any provisions of this Agreement shall not affect the validity of any other provisions hereof. ?2. ('OMPT 1 'I'F ACRF.FMFN•I'• This Agreement contains the complete and entire Agreement between the parties, and supersedes any previous communications, representations or agreements, whether verbal or written, with respect to this subject matter. No change, addition or modification of any of the terms or conditions of this Agreement shall be valid or binding on the parties, unless in writing and signed by the parties. 23. ASSIGN,N1FNI'• Lessee shall not assign or transfer this Agreement, or any part thereof, without the written consent of Lessor. IN WITNESS WHEREOF. OF. the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written above. COMMUNITY DEVELOPMENT COMMISSION of: THE ('IlY O1-' NATIONAL CI•IY (Less() on Morrison Chairman APPROVED AS'I O FORM: George 1I. Fiser, III Legal Counsel SAN DIEGO F.I.F.0 IRIC RAILWAY ASSOCIATION. INC. (Lessee) (Sighs of two corporate officers required.) I-3y: Name: Title: Name: 714 AR( tQ. /VA7.S otJ Title: _TTAS'/ R R, Page 6 NC Depot Lease Agreement ORDER NO. 995620-18 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:• PARCEL 2 OF PARCEL MAP NO. 7651, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING A DIVISION OF A PORTION OF BLOCKS 297, 298, 299, 300 AND 301 AND VACATED PORTIONS OF HARRISON AVENUE (FORMERLY NINTH AVENUE) AND 20TH, 21ST, 22ND AND 23RD STREETS LYING BETWEEN SAID BLOCKS OF THE RAILROAD LANDS OF NATIONAL CITY, AS SHOWN ON MAP OF NATIONAL CITY ACCORDING TO MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,.00TOBER 2, 1882. EXCEPTING THEREFROM MINERALS CONTAINED IN THE ABOVE DESCRIBED LAND, INCLUDING WITHOUT LIMITING THE GENERALITY THEREOF,. OIL, .GAS AND OTHER HYDROCARBON SUBSTANCES AS WELL AS METALLIC OR OTHER SOLID MINERALS, PROVIDED THAT SANTA FE SHALL NOT HAVE THE RIGHT OF GO. UPON OR USE THE SURFACE, OF SAID LAND, OR .ANY PART THEREOF, FOR: THE PURPOSE OF DRILLING FOR, MINING, OR OTHERWISE REMOVING, ANY OF SAID.MINERALS, AS RESERVED BY THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY,. RECORDED AUGUST 8, 1978 AS FILE NO. 78-333826 OF OFFICIAL RECORDS. SANTA FE MAY, HOWEVER, AND HEREBY RESERVES THE RIGHT TO REMOVE ANY OF SAID MINERALS FROM SAID LAND BY MEANS OF WELLS, SHAFTS, TUNNELS, OR OTHER MEANS OF ACCESS TO SAID MINERALS WHICH MAY BE CONSTRUCTED, DRILLED OR DUG FROM OTHER LAND, PROVIDED THAT THE EXERCISE OF SUCH RIGHTS BY SANTA FE SHALL IN NO WAY INTERFERE WITH OR IMPAIR THE USE Of THE SURFACE OF THE LAND HEREBY CONVEYED OR OF ANY IMPROVEMENTS THEREON - ALSO: EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES CONTAINED IN THE ABOVE -DESCRIBED LAND, AS RESERVED BY SANTA FE LAND IMPROVEMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED AUGUST 8, 1978 AS FILE NO. 78-333827 OF OFFICIAL RECORDS PROVIDED THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER. HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND. OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF SLANT -DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID LAND. EXHIBIT "A" By -Laws for the SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE I - PRINCIPAL OFFICE The principal office for the transaction of business of the corporation is fixed and located in San Diego County, California. ARTICLE II - NAME AND PURPOSE Section 1. The name of this organization is the San Diego Electric Railway Association. Section 2. The specific purpose of this organization is to acquire, restore, preserve for disclosure and perusal of the citizens of the San Diego region artifacts, equipment, records and other material pertaining to the San Diego Electric Railway Company and other organizations and corporations involved in the area's electric railway heritage; to work with local governments, schools, museums and other groups toward the preservations and restoration of the aforesaid materials; and to work toward the establishment of an operational demonstration of San Diego's unique historical electric railway technology. ARTICLE III - MEMBERSHIP Section 1. The Association chall"ptovide for various voting and non -voting classifications of - membership within the Association. Only voting members may hold office.: Section 2. Various membership classifications shall be determined from time to time with regard to the functions of the Association. In setting the classifications, special attention should be given to such classifications, but not limited to: student, senior family, and life memberships. Section 3. Different names for the classifications may be used al long as the name and classification definition are defined together. Section 4. Any membership is only valid when dues associated to that membership classification are paid in full. Rights and privileges to any membership classification can only be exercised with a valid membership. Page 1 of 7 June 13, 1998 EXHIBIT "B" SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE IV - DUES AND CONTRIBUTIONS Section 1. Membership dues ahal be reviewed annually by the Board of Directors and changes in the dues schedule must be ratified by the general membership. Section 2. The Association may also receive voluntary contributions for its projects. ARTICLE V - MEETINGS OF THE ASSOCIATION Section 1. There shall be an annual meeting of the Association held in the mouth of November on such day and at such place as the Board Of Directors shall designate. Section 2. Other business meetings may be called at any time by the president, by a majority of the Board of Directors, or by the secretary upon the written request of not less than fifteen (15) members of the Association entitled to vote. Section 3. The presence of five percent of the membership at any business meeting of the Association shall be necessary to provide a quorum. If a quorum is not present within thirty (30) minutes after the time appointed for such a business meeting, the meeting shall be considered adjourned. The members may adjourn the meeting to be reconvened at a specified date, and the secretary is required to send all members of the Association notice of such adjournment and the new meeting date. Section 4. Written notice of all business meetings of the members cha1l be sent to every member at his listed address at least seven (7) days prior to the date of the meeting. Section 5. The order of business at all business meetings of the Association shall be that provided for such meetings of the Association. At special meetings (other than the annual meeting or regular business meetings) only business specified in the notice of the meeting may be acted upon. Section 6. The Association may have regularly scheduled general membership meetings at pre -defined date and time without prior notice given to members. These meetings may also be business meetings as long as Section 4 above has been followed. ARTICLE VI- BOARD OF DIRECTORS Section 1. The governing body of this Association shall be a Board of Directors consisting of the Officers and three (3) directors at large. Page 2 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Section 2. The three directors at large shall be elected at the annual meeting of the Association, each for a term of two years, on a staggered term basis. (Initially [1998], one director shall be elected for two years.) Section 3. If any vacancy shall occur among the members of the Board during the year by reason of death, resignation, or otherwise, the Board shall appoint a member of the Association to fill the vacancy for the balance of the unexpired term for which the vacated director was previously elected. The vacancy will be filled anew each succeeding year when this is necessary. Section 4. Any director may be removed by a two-thirds (2/3) vote of the Board of directors. Section 5. The Board of Directors shall have general charge and control of the affairs, funds and property of the Association and shall cant' out the purposes of the Association in accordance with these bylaws; but the Board shall not alter, amend, or rescind any resolution or motion duly adopted at a business meeting of the Association. All agreements with other organizations shall be ratified by the Board of Directors of this Association. Section 6. The Board of Directors shall adopt rules and procedures of the conduct of its meeting thereat, including provision for voting by mail. The Board shall keep a record of its proceedings and such record shall be available for inspection by any member of the Association at all reasonable times. Copies of minutes of meetings shall be delivered by the secretary to all directors. • Section 7. Meetings may be held upon the call of the president or any three (3) directors at such time and place as may be specified in the call, after five (5) days notice by mail to the directors stating the purpose of the meeting. When a majority of the directors is present, the meeting shall be deemed to have been regularly called and noticed unless otherwise objected to. The members present may adjourn the meeting to be reconvened at a specified date without further notice to the directors. Section 8. Except as otherwise specifically provided in these bylaws, the affirmative vote of a majority of the members of the Board of Directors who are present shall be necessary and sufficient to adopt any motion or resolution. Section 9. At any Board of Directors meeting of the Association, the presence of sixty (60%) percent members in person shall be necessary to provide a quorum. Section 10. The directors present at any meeting of the Board may cause a mail canvas to be made to the members of the Association on any matter in respect to which a written expression of opinion may be desired, but not be binding on the Board of Directors of the Association as a formal vote. Section 11. The Board may from time to time increase the number of board members in odd increments, but shall at no time operate the Association with fewer than 7 members. Page 3 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE VII - OFFICERS Section 1. The officers of the Association shall be a president, a vice president, a secretary and a treasurer, all of whom shall be valid members of the Association. Section 2. The officers shall be elected at the annual meeting in each year concurrently with the election of the directors and shall hold office from January 1 of the following year through December 31, or until the election and qualification of their respective successors. Each officer must have been a member of the Association for at least one year prior to election and must be able to attend business and board meetings regularly. The term of office shall be two years. All officers are subject to annual election and shall not be eligible to serve more than two consecutive terms in the same office. The restrictions of this section may be overridden by a majority vote of the general membership at the annual meeting. Section 3. If any vacancy shall occur in an office during the term of office by reason of death, resignation, or otherwise, the Board shall appoint a member of the Association to fill the vacancy for the unexpired term Section 4. In addition to the duties and prerogatives prescribed elsewhere in these bylaws, the president shall preside at all meeting of the Association and the Board of Directors, he shall enforce the bylaws of the Association, and he shall perform all executive and other duties ordinarily appertaining to the office of the president. Section 5. In the event of the absence, disability or refusal of the president to act, the vice president shall act in his stead. In the further event of the absence, disability, or refusal f the president and vice president to preside at any meeting, one of the members of the Board of Directors shall be elected to preside. The vice president shall have such additional powers and duties as may be assigned by the Board of Directors. Section 6. The secretary shall give notice of all business meetings of the Association and of - the Board of Directors; he shall cause a record of the proceeding at all such meeting to be made and of all matters of which a record shall be ordered; he shall keep a register of the names and residence of the members of the Association. Section 7. The treasurer shall have charge of all the funds and securities of the Association and make such deposits, investments and withdrawals as may be directed and approved by the Board. The treasurer shall keep regular accounts of the fiscal affairs of the Association, which accounts shall be subject to inspection by any member of the Board. He shall make a report in writing at each regular meeting of the Board, the said report to contain such information as may be specified by the Board. He shall furnish to the auditors, as elsewhere provided in these bylaws, in duplicate, a copy of his annual report. Section 8. The president and treasurer shall each render a calendar year annual report to the member ship of the Association. Page 4 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE VIII - NOMINATIONS AND ELECTIONS Section 1. The nominating committee shall be appointed by the Board. Suggestions for nominations for officers, directors and members of the subsequent nominating committee may be sent at any time to the committee by any member of the Association. The nominating committee shall meet by the end of July, at the call of the secretary or parliamentarian (if one is appointed), elect a chairman, and secure a proposed slate of officers and directors to be announced no later than September 1 of each year. Section 2. The report of the nominating committee of its nominations for officers, directors and members of the succeeding nominating committee shall be sent td all members in the mailing announcing the date of the annual meeting. Immediately following the presentation of the report, nominations shall be verified for eligibility and thereafter approved for voting by the membership. Section 3. The elections shall be by ballot when no more than one candidate is nominated for the same office. Other wise, there being no objections, elections may be by voice vote. Majority of the votes cast shall elect. Absentee or proxy voting shall not be permitted. ARTICLE IX - COMMITTEES AND APPOINTMENTS Section 1. The president, subject to approval by the Board of Directors, may designate such committees as may seem to be desirable from time to time, in order to carry out the purposes of the Association, and he, or they, may specify the number of members to compose each such committee and the duties thereof. The purposes and duties of such committees shall be consistent with Associations policies. Section 2. _. Committee chairmen shall be appointed by the president for a term of one year subject to the.ratification of the Board of Directors. They shall be members in good standing of the Association and may attend meetings of the Board of Directors. The president of the Association may be a member "ex offrcio" of every committee except the nominating and auditing committees. Section 3. No committee shall spend more than the amount of twenty five ($25) dollars without the prior approval of the Board of Directors. All money collected by the committees shall be remitted to the treasurer. Section 4. The chairman of each committee shall present a written report whenever requested to do so by the president. Each chairman shall submit a written report at the end of the fiscal year. Immediately following the meeting at which a successor is appointed, the retiring chairman shall tum over to the successor all records, reports and written procedures of the committee. Page 5 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Section 5. The officers of parliamentarian and historian may be appointive by the Board and their duties shall be as follows: the parliamentarian shall serve in an advisory capacity to the President, the Board of Directors and ail committees when requested and he ehall call the nominating committee together., instruct the committee in its duties, preside during the election of a chairman, and then leave. The historian shall keep a concise record of the Association's activities and submit a written requirement at the annual meeting. ARTICLE X - FINANCIAL ADMINISTRATION Section 1. The fiscal year of the Corporation shall run from the first day of Octoberthrough the thirtieth day of September. Section 2. A proposed budget shall be prepared by a committee of at least five members - including the treasurer, to be appointed by the president. It then must be reviewed and approved by the Board of Directors, and thereafter mailed with the notice of the annual meeting to all Association members. Section 3. A qualified auditor cball be appointed at the request of the president to audit the books of the Corporation at the end of the fiscal year, or upon resignation of the treasurer, or upon the written request of six directors. ARTICLE XI - DISSOLUTION All property is irrevocably dedicated to educational and charitable purposes and in the event of dissolution of the Corporation for any cause, said property will not inure to the benefit of any private person except a non-profit fund, foundation or corporation. ARTICLE XII - AMENDMENTS AND PARLIAMENTARY PROCEDURE Section 1. These bylaws may be altered or amended at any meeting of the members, or at any other meeting called for that purpose, by a two thirds (2/3) of the votes cast, providing members have received written notice of the proposed change, at least fifteen (15) days prior to the meeting at which a vote will be taken. Section 2. The rules contained in Robert's Rules of Order, current revision, shall govern in all cases to which they are applicable and in which they are consistent with these bylaws. Page 6 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Declaration These By -Laws are hereby declared to be voted on by the general membership at the meeting held on June 13, 1998, and approved. These By -Laws hereby supercede all previous versions published. In witness hereof on June 16, 1998: J u1as / Tom Matson President Secretary Page 7 of 7 June 13, 1998 • 'A.COR . CERTIFICATE OF. LIABILITY INSURANCE DATE (MWDDIYYYY) 03/13/2007 PROC'CER (714) 283-1999 Wriht, Finnegan L Sommer Ina. Assoc. gHOLDER. 22800 Savi Ranch Pkwy #202 r.- Yorba Linda CA 92887- . #0534315 , 1,5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED San Diego Electric Railway Asso. P.O. Box 89068 San Diego CA 92138-906 w$URER A: GOLDEN EAGLE INS CORP INSURERB: INSURERC: INSURER a INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I,I,TR ADM II D TYPE OF INSURANCE POI NUMBER, PDATTEE (YMMFIIDDDD/YYI E PDATCE Y(MMIDDIYY)N LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CBP9553826 03/29/2007 / / / / / / 03/29/2008 / / / / / / EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100 , 000 CLAIMS MADE n OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY 8 1,000,000 GENERAL AGGREGATE s 2,000,000 GENL AGGREG�ATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 j 7 POUCY I IJPCT l LOC AUTOMOBILE LIABILITY ANY AUTO AU. OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS / / / / / / / / / / / / / / / / COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Pew) BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) a GARAGE LIABILITY ANY AUTO / / / / AUTO ONLY - EA ACCIDENT 4 OTHER THAN EA ACC f AUTO ONLY: AGG e EXCESSAJMBRELLA LIABILITY / / / / / / / / EACH OCCURRENCE $ 7 OCCUR n CLAIMS MADE AGGREGATE $ DEDUCTIBLE DEDUCTIBLE RETENTION $ e — a _ $ WORKERS COMPENSATION AND EMPLOYERS' LWBLLRY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, descnbe Under SPECIAL PROVISIONS below / / / / / / / / yy�yCC gg77 ��JJ I TORY LIAMRS ER E.L EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE 9 E.L DISEASE - POLICY LIMIT $ OTHER / / / / / / / / / / / / DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSION8 ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION ( ) CITY ATTORNEY OF NATIONAL CITY, CITY GEORGE H. EISER III 1243 NATIONAL CITY BLVD. NATIONAL CITY CA 91950- ACORD 25 (2001/08) INS025 (0108).05 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER %ALL ENDEAVOR TO MAIL 1 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR RSENTAT/VES. ELECTRONIC LASER FORMS, INC. - (800)327-0545 CA 0 CORPORATION 1988 Page 1 of 2 State ofifornia OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, A1ARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this JAN 1 5 4987 Secretary of Stair ARTICLES OF INCORPORATION OF SAN DIEGO ELECTRIC RAILWAY ASSOCIATION I 10.tb n1 , ENDO2SED, FLED- ' in the office of the inrwo.y e: of the Shoe of Ca5foatfo ,Afl121987 MARCH fONG EU. Sontag of Sta The name of this corporation is San Diego Electric Railway Association. II A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person, group or organization. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this corporation is to aquire, restore and preserve for disclosure to and perusal of the citizens of the San Diego region artifacts, equipment, records and other materials pertaining to the San Diego Electric Railway Company system and other organizations and corporations involved in the area's electric railway heritage; to work with local governments, schools, museums and other groups toward the preservation and restoration of the aforesaid materials; and to work toward the establishment of an operational demonstration of San Diego's unique historical electric railway technology. III The name and address in the State of California of this corporation's initial agent for service of process is: Eric Sanders, 7861 Normal Avenue, La Mesa, California 92041. IV A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. B. No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. V The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the internal revenue code. 11 19$1, DA-i g1n.L Sarn444Q Eric Sanders I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. RESOLUTION NO. 2007 - 53 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE A LEASE AGREEMENT WITH SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. FOR THE OPERATION AND MAINTENANCE OF THE HISTORIC NATIONAL CITY DEPOT (SDERA) WHEREAS, the Community Development Commission of the City of National City (CDC) owns the National City Depot located at 922 West 23rd Street; and WHEREAS, the CDC obtained a grant from the federal government to purchase and restore the Historic California and Southern/Santa Fe Depot (Historic Depot); and WHEREAS, the purpose of owning the Historic Depot is to provide the citizens of National City and the San Diego region a living memorial of the past efforts of those persons who settled the area by the operation of a museum for the public; and WHEREAS, the San Diego Electric Railway Association, Inc. (SDERA) wishes to continue to operate the Historic Depot as a museum open to the public under the terms and conditions of a Lease Agreement for the next two years. NOW, THEREFORE, BE IT RESOLVED, that the CDC hereby authorizes the Chairman to execute a two-year Lease Agreement with San Diego Electric Railway Association, Inc. for the operation and maintenance of the Historic National City Depot. Said Lease Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of Marc on Morrison, Chairman APPROVED AS TO FORM: George H. riser, III Legal Counsel Passed and adopted by the Community Development Commission of the City of National City, California, on March 20, 2007, by the following vote, to -wit: Ayes: Commissioners Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Secretary, evelopment Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-53 of the Community Development Commission of the City of National City, Califomia, passed and adopted on March 20, 2007. Secretary, Community Development Commission By: Deputy coq PREPARED BY EXPLANATION City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE March 20, 2007 AGENDA ITEM NO. 27 1I-TEM TITLE Resolution of the Community Development Commission of the City of National City authorizing the Chairman to execute a one year Lease Agreement with the San Diego Electric Ilistoric Railway Association for the operation and maintenance of the National City Depot at 922 West 23`d Street. DEPARTMENT Brad Raulston (619) 336.4256 Community Development The original contract by and between the Community Development Commission of the City of National ('ity (CDC) and the San Diego Electric Railway Association (SDERA) was signed on August 4, 1998 and termed through August 3, 2003. The two extension contracts signed between this and the current contract termed from July 15, 2003 through July 14, 2004 and from July 15, 2004 through December 15, 2004 respectively. The most recent lease extension was signed on April 1, 2005 and is currently termed through March 31, 2007. S.D.E.R.A is currently developing a business plan in coordination with the Harbor District Specific Area Plan and Redevelopment Plan for the City of National City. Given that the IIarbor District Specific Area Plan has not been finalized and all parties would like to see that completed before committing to the use of this building for another 5-10 years; the joint recommendation from CDC, Community Services, and SDERA representatives was to extend the contract for one year in hopes that by then, it can be determined whether a Rail museum is a good fit for that region. Environmental Review v N/A Financial Statement N/A Approved By: Finance Director Account No. STAFF RECOMMENDATION Staff recommends that City Council approve attached lease agreement with the San Diego Electric Railway Association until March 31, 2008. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) 1) Lease Agreement 2) Resolution Resolution No. 00- A-200 (9/99) LEASE AGREEMENT By and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY and the SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. This Lease Agreement is made and entered into this 20th day of March, 2007, by and between the Community Development Commission of the City of National City, hereinafter designated as "Lessor" or "CDC", and the San Diego Electric Railway Association, Inc., a non- profit corporation, hereinafter designated as " Lessee". RECITALS A. Lessee desires to coordinate and oversee the maintenance and operation of the property known as the National City Depot (NCD) for the conduct of a rail history museum, including exhibits and programs of general public interest on behalf of the CDC. Said property is hereinafter referred to as "NCD" or "the Property". B. It is in the best interest of Lessor, on behalf of the Citizens of National City, to enter into a Lease Agreement with San Diego Electric Railway Association, Inc. for the use of the NCD as a rail history museum. Activities include the promotion and conduct of programs of community interest relative to the historic role of railroad activities, including electric rail and streetcars, played in the development of the City and region. This Agreement specifically delegates the operation, maintenance and management of the subject property. In exchange for these services, San Diego Electric Railway Association, Inc. will pay no rent to Lessor. NOW, THEREFORE, the parties hereto agree as follows: 1. PROPERTY: Subject to the Lessor's lease with MRW Group, Inc., the property is recognized as the approximate 1.1-acre parcel that includes the 5,000 square foot depot building (museum) and surrounding land, (paved parking lot) legally described in Exhibit "A". The Lessee hereby acknowledges that the Lessor will be leasing the upstairs southwest comer office and the southern half of the parking lot directly with MRW, Inc. to facilitate the development of a hotel at Marina Gateway, and therefore those areas are excluded from the Agreement, and the use of these facilities by the Lessee is excluded. The anticipated S100 per month office rental income received from MRW, Inc. shall be set -aside by the Lessor and forwarded to the Lessee who is to use it exclusively for repairs and maintenance and/or general restoration of the property. The Lessee shall cooperate and coordinate with MRW, Inc. concerning security and other common issues which may arise as a result of residing within the National City Depot. As the owner of the NCD, all rights and obligations shall remain with the Lessor. 2. CONSIDERATION: Lessor and Lessee acknowledge that the consideration for this Agreement shall be the mutual benefit to be derived from Lessee's use and maintenance of a rail history museum on the premises. 3. TERM: The term of this Agreement is for a twenty-four (24) month period from the date of this Agreement. 4. LEGAL STATUS OF LESSEE: Lessee is a legal non-profit corporation, incorporated under the laws of the State of Califomia whose articles of incorporation and bylaws are attached hereto as Exhibit "B". 5. OPERATION OF NCD: a. Schedule of Museum: Public operations of the NCD shall be scheduled at a minimum to the following timeline: two days a week (Saturday/Sunday) for the first year. b. Other Users: Lessee shall prepare and submit for approval by Lessor's Executive Director any agreements between the Lessee and other organizations that will have a need to establish operations and/or exhibits and displays on the grounds, including any sub -leases by the Lessee of the property. Any such agreements shall be subject to final approval by the Lessor's Executive Director. c. Lessor Use: Lessor may use, without rental fee, the NCD for gatherings for a maximum of 12 times during the twenty-four (24) month period and shall assume responsibility for costs and damages and other requirements for such gatherings that may be necessary by that activity. It is the desire of Lessor not to cause any burden upon the NCD or its operations. d. Public Access: It is understood and agreed between the Lessor and Lessee that the Depot, having two (2) stories to its structure, shall be occupied and used in such a manner in which the general public has access to the bottom floor, and not to the second floor. To this end, and due to the status of the NCD as a museum, all public -oriented activities, displays and exhibits shall be contained on the bottom floor or outside the NCD on its grounds. e. Responsibility of Exhibits: Lessee shall be responsible for any damage to or loss of exhibits, whether their own or belonging to others. Lessor shall not be responsible for any damage or loss of exhibits, except in the case of facility use by Lessor. 6. IMPROVEMENTS: Any permanent improvements to the building and/or grounds of the property shall require the advance written approval of Lessor, and shall become the property of Lessor. Any improvements and the operation thereof shall conform to all requirements of the laws of the State of California and the ordinances of the City of National City. Page 2 NC Depot Lease Agreement 7. MAINTENANCE: Lessee shall provide all basic repair and maintenance to the property, including, but not limited to, deck sealing, replacing broken windows, sealing exterior doors and windows so that no moisture enters the premises. This includes custodial cleaning services, periodic removal of weeds and sweeping of pavement at a minimum of one time per month. Bathroom facilities are to be maintained in clean manner providing basic supplies such as tissue, paper towels, and hand soap. The property at all times should look well maintained. Lessee shall be responsible for organization, set up, and cleanup following events held on the property. 8. UTILITIES: The utility costs for the property, including gas, electric, water, telephone, security, fire alarm, trash and sewer, shall be the sole responsibility of Lessee. 9. INSURANCE: Lessee, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: a. Owners of vehicles, when carrying out duties on behalf of Lessee, shall maintain automobile insurance of not less than the currents limits set forth by the California Vehicle Codc. b. Comprehensive general liability insurance, with minimum limits of S1,000,000 combined single -limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. c. The previously mentioned policies shall constitute primary insurance as to Lessor, its officers, employees, and volunteers, so that any other policies held by Lessor shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to Lessor of cancellation or material change. d. Said policies, except for the workers' compensation policies, shall name Lessor, the City of National City, their officers, agents and employees as additional insureds. e. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the City of National City's Risk Manager. If the Lessee does not keep all such insurance policies in full force and effect at all times during the terms of this Agreement, Lessor may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. f. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, Lessee shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement. Page 3 NC Depot Lease Agreement g. Any aggregate insurance limits must apply solely to this Agreement. h. Lessor shall keep the buildings, improvements, and personal property owned by Lessor and located on the premises insured against loss or damage by fire in the amount of not less than ninety (90) percent of replacement value. This insurance does not cover personal property owned by Lessee. i. Insurance provisions of this Agreement may be reviewed by Lessor every year, and before any renewal of the Agreement, and the required coverages increased as deemed necessary by Lessor. 10. HOLD HARMLESS: Lessee hereby agrees to indemnify, defend and hold harmless the City of National City, Lessor, their officers, agents, employees and volunteers from any and all liability, loss, claims, damages or injuries to any person or property, including injury to Lessee's employees, and all expenses of investigating and defending against same, arising from or connected with performance of or failure to perform the obligations of this Agreement, or caused by the acts of Lessee, its officers, agents or volunteers or the concurrent acts of the Lessee, the City of National City, Lessor or their officers, agents, employees or volunteers. 11. INSPECTION: Lessor, by and through its designated employees, shall have the right to enter the premises upon 36 hours notice for the purpose of viewing and ascertaining the conditions of same and the operation and maintenance thereof. 12. TERMINATION: Notwithstanding the provisions of Section 3, either Lessor or Lessee may terminate this Agreement without cause upon ninety (90) days written notice to the other party. 13. REMOVAL OF IMPROVEMENTS: It is further agreed between the parties that at the termination or expiration of this Agreement or any renewal thereof, Lessee shall, within thirty (30) days of written request by Lessor, remove any and all personal property not owned by Lessor, placed or erected on the premises during the term thereof, or any renewal thereof, and that all expense connected with such removal shall be borne by Lessee. Lessor shall have the right to sell, destroy, remove, or otherwise dispose of any such personal property left on the premises longer than ninety (90) days after termination of this Agreement. The premises shall be left by Lessee in a clean, neat and safe condition, and the exclusive possession and use of the property shall revert to Lessor. 14. NON DISCRIMINATION: Lessee agrees that there shall be no discrimination against or segregation of any person or group of persons because of race, color, creed, national origin, sex, sexual orientation, ancestry, marital status, physical handicap or medical condition in the use occupancy or enjoyment of the property, nor shall Lessee, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of users of the property. Page 4 NC Depot Lease Agreement 15. WAIVER: The failure or omission of Lessor to terminate this Agreement for any violation of any of its terms, conditions or covenants shall in no way be deemed to be a consent by Lessor to such violation, and shall in no way bar, stop or prevent Lessor from terminating this Agreement thereafter, either for such or for any subsequent violation of any such term, condition or covenant. 16. SIGNS: Lessee agrees that no sign, banner, advertisement or notices, whether permanent or temporary, shall be inscribed, painted or affixed on or to any part or portion of the outside of the property except to be of such type, color, size and style, and in such place as may be approved by Lessor. 17. TAXES: Lessee recognizes and understands that this Agreement may create a possessory interest subject to property taxation, and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes, if any, assessed during the term of this Agreement pursuant to Sections 107 and 107.1 of the Revenue and Taxation Code against Lessee's possessory interest in the premises. 18. PROHIBITED ACTIVITIES OF LESSEE: It is specifically prohibited for Lessee to sponsor, engage in or permit any of the following activities upon the premises: a. Arcades or carnival type attractions or rides without a valid Temporary Use Permit (TUP) issued by the City of National City. b. Consumption of alcoholic beverages, unless prior written approval of Lessor and the State Department of Alcoholic Beverage Control is first obtained. 19. NOTICES: Notices pursuant to this Agreement shall be by personal delivery or by deposit in the United States Postal Service, first-class, postage -prepaid and addressed as follows: LESSEE: President San Diego Electric Railway Association, Inc. Post Office Box 89068 San Diego, CA 92138-9068 LESSOR: Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 20. COMPLIANCE WITH ALL LAWS AND ORDINANCES: Lessee shall comply at all times with all provisions of State and federal laws, all CDC rules, and regulations, and the ordinances of the City of National City. Page 5 NC Depot Lease Agreement 21. VALIDITY: The invalidity in whole or part, of any provisions of this Agreement shall not affect the validity of any other provisions hereof. 22. COMPLETE AGREEMENT: This Agreement contains the complete and entire Agreement between the parties, and supersedes any previous communications, representations or agreements, whether verbal or written, with respect to this subject matter. No change, addition or modification of any of the terms or conditions of this Agreement shall be valid or binding on the parties, unless in writing and signed by the parties. 23. ASSIGNMENT: Lessee shall not assign or transfer this Agreement, or any part thereof, without the written consent of Lessor. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written above. COMMUNITY DEVELOPMENT COMMISSION SAN DIEGO ELECTRIC RAILWAY OF THE CITY OF NATIONAL CITY ASSOCIATION, INC. (Lessor) (Lessee) (Signatures of two corporate officers required.) Ron Morrison Chairman APPROVED AS TO FORM: George H. Eiser, III Legal Counsel By: Name: Title: By: Name: Title: Page 6 NC Depot Lease Agreement ORDER NO. 995620-18 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS':' PARCEL 2 OF PARCEL MAP NO. 7651, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING A DIVISION OF A PORTION OF BLOCKS 297, 298, 299, 300 AND 301 AND VACATED PORTIONS OF HARRISON AVENUE (FORMERLY NINTH AVENUE) AND 20TH, 21ST, 22ND AND 23RD STREETS LYING BETWEEN SAID BLOCKS OF THE RAILROAD LANDS OF NATIONAL CITY, AS SHOWN ON MAP OF NATIONAL CITY ACCORDING TO MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE••COUNTY RECORDER OF SAN DIEGO COUNTY,.00TOBER 2, 1882. EXCEPTING THEREFROM MINERALS CONTAINED IN THE ABOVE DESCRIBED LAND, INCLUDING WITHOUT LIMITING THE GENERALITY THEREOF,. OIL, .GAS AND OTHER HYDROCARBON SUBSTANCES AS WELL AS METALLIC OR OTHER SOLID MINERALS, PROVIDED THAT SANTA FE SHALL NOT HAVE.THE.RIGHT OF GO UPON OR USE THE. SURFACE:OF SAID LAND, OR ANY PART THEREOF, FOR: THE -PURPOSE OF' DRILLING FOR, MINING, OR OTHERWISE REMOVING, ANY OF SAID.MINERALS, AS RESERVED BY THE ATCHISON TOPEAA AND SANTA FE RAILWAY COMPANY,, RECORDED AUGUST 8, 1978 AS FILE NO. 78-333826 OF OFFICIAL RECORDS. SANTA FE MAY, HOWEVER, -AND HEREBY RESERVES THE RIGHT TO REMOVE.ANY OF SAID MINERALS FROM SAID LAND BY MEANS OF WELLS, SHAFTS, TUNNELS, OR OTHER MEANS OF ACCESS 'TO SAID MINERALS WHICH MAY BE CONSTRUCTED, DRILLED OR DUG FROM OTHER LAND, PROVIDED THAT THE EXERCISE OF SUCH RIGHTS BY SANTA FE SHALL IN NO WAY INTERFERE WITH OR IMPAIR THE USE OF THE SURFACE OF THE LAND HEREBY CONVEYED OR OF ANY IMPROVEMENTS THEREON. ALSO: EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES CONTAINED IN THE ABOVE -DESCRIBED LAND, AS RESERVED BY SANTA FE LAND IMPROVEMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED AUGUST 8, 1978 AS FILE NO. 78-333827 OF OFFICIAL RECORDS PROVIDED THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER. HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF SLANT -DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID LAND. EXHIBIT "A" By -Laws for the SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE I - PRINCIPAL OFFICE The principal office for the transaction of business of the corporation is fixed and located in San Diego County, California. ARTICLE II - NAME AND PURPOSE Section 1. The name of this organization is the San Diego Electric Railway Association. Section 2. The specific purpose of this organization is to acquire, restore, preserve for disclosure and perusal of the citizens of the San Diego region artifacts, equipment, records and other material pertaining to the San Diego Electric Railway Company and other organizations and corporations involved in the area's electric railway heritage; to work with local governments, schools, museums and other groups toward the preservations and restoration of the aforesaid materials; and to work toward the establishment of an operational demonstration of San Diego's unique historical electric railway technology. ARTICLE III - MEMBERSHIP Section 1. --The Association Shad provide -fa aarioi voting and non -voting classifications of membership within the Association. Only voting members may hold office.: Section 2. Various membership classifications shall be determined from time to time with regard to the functions of the Association. In setting the classifications, special attention should be given to such classifications, but not limited to: student, senior family, and life memberships. Section 3. Different names for the classifications may be used al long as the name and classification definition are defined together. . Section 4. Any membership is only valid when dues associated to that membership classification are paid in full. Rights and privileges to any membership classification can only be exercised with a valid membership. Page 1 of 7 June 13, 1998 EXHIBIT "B" SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE IV - DUES AND CONTRIBUTIONS Section 1. Membership dues shall be reviewed annually by the Board of Directors and changes in the dues schedule must be ratified by the general membership. Section 2. The Association may also receive voluntary contributions for its projects. ARTICLE V - MEETINGS OF THE ASSOCIATION Section 1. There shall be an annual meeting of the Association held in the month of November on such day and at such place as the Board Of Directors shall designate. Section 2. Other business meetings may be called at any time by the president, by a majority of the Board of Directors, or by the secretary upon the written request of not less than fifteen (15) members of the Association entitled to vote. Section 3. The presence of five percent of the membership at any business meeting of the Association Shall be necessary to provide a quorum. If a quorum is not present within thirty (30) minutes after the time appointed for such a, business meeting, the meeting shall be considered adjourned. The members may adjourn the meeting to be reconvened at a specified date, and the secretary is required to send all members of the Association notice of such adjournment and the new meeting date. Section 4. Written notice of all business meetings of the members shall be sent to every member at his listed address at least seven (7) days prior to the date of the meeting. Section 5. The order of business at all business meetings of the Association Shall be that provided for such meetings of the Association. At special meetings (other than the annual meeting or regular business meetings) only business specified in the notice of the meeting may be acted upon. Section 6. The Association may have regularly scheduled general membership meetings at pre -defined date and time without prior notice given to members. These meetings may also be business meetings as long as Section 4 above has been followed. ARTICLE VI- BOARD OF DIRECTORS Section. 1. The governing body of this Association Shall be a Board of Directors consisting of the Officers and three (3) directors at large. Page 2 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Section 2. The three directors at large shall be elected at the annual meeting of the Association, each for a term of two years, on a staggered term basis. (Initially [19981 one director shall be elected for two years.) Section 3. If any vacancy shall occur among the members of the Board during the year by reason of death, resignation, or otherwise, the Board shall appoint a member of the Association to fill the vacancy for the balance of the unexpired term for which the vacated director was previously elected. The vacancy will be filled anew each succeeding year when this is necessary. Section 4. Any director may be removed by a two-thirds (2/3) vote of the Board of directors. Section 5. The Board of Directors shall have general charge and control of the affairs, funds and property of the Association and shall carry out the purposes of the Association in accordance with these bylaws; but the Board sh211 not alter, amend, or rescind any resolution or motion duly adopted at a business meeting of the Association. All agreements with other organizations shall be ratified by the Board of Directors of this Association. Section 6. The Board of Directors shall adopt rules and procedures of the conduct of its meeting thereat, including provision for voting by mail The Board shall keep a record of its proceedings and such record shall be available for inspection by any member of the Association at all reasonable times. Copies of minutes of meetings shall be delivered by the secretary to all directors. Section 7. Meetings may be held upon the call of the president or any three (3) directors at such time and place as may be specified in the call, after five (5) days notice by mail to the directors stating the purpose of the meeting. When a majority of the directors is present, the meeting cha11 be deemed to have been regularly called and noticed unless otherwise objected to. The members present may adjourn the meeting to be reconvened at a specified date without further notice to the directors. Section 8 Except as otherwise specifically provided in these bylaws, the affirmative vote of a majority of the members of the Board of Directors who are present shall be necessary and sufficient to adopt any motion or resolution. Section 9. At any Board of Directors meeting of the Association, the presence of sixty (60%) percent members in person shall be necessary to provide a quorum. Section 10. The directors present at any meeting of the Board may cause a mail canvas to be made to the members of the Association on any matter in respect to which a written expression of opinion may be desired, but not be binding on the Board of Directors of the Association as a formal vote. Section 11. The Board may from time to time increase the number of board members in odd increments, but shall at no time operate the Association with fewer than 7 members. Page 3 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE VII - OFFICERS Section 1. The officers of the Association shall be a president, a vice president, a secretary and a treasurer, all of whom shall be valid members of the Association. Section 2. The officers shall be elected at the annual meeting in each year concurrently with the election of the directors and shall hold office from January 1 of the following year through December 31, or until the election and qualification of their respective successors. Each officer must have been a member of the Association for at least one year prior to election and must be able to attend business and board meetings regularly. The term of office shall be two years. All officers are subject to annual election and shall not be eligible to serve more than two consecutive terms in the same office. The restrictions of this section may be overridden by a majority vote of the general membership at the annual meeting. Section 3. If any vacancy shall occur in an office during the term of office by reason of death, resignation, or otherwise, the Board shall appoint a member of the Association to fill the vacancy for the unexpired term. Section 4. In addition to the duties and prerogatives prescribed elsewhere in these bylaws, the president shall preside at all meeting of the Association and the Board of Directors, he shall enforce the bylaws of the Association, and he shall perform all executive and other duties ordinarily appertaining to the office of the president. Section 5. In the event of the absence, disability or refusal of the president to act, the vice president shall act in his stead. In the further event of the absence, disability,orrefusal f the president and vice president to preside at any meeting, one of the members of the Board of Directors shall be elected to preside. The vice president shall have such additional powers and duties as may be assigned by the Board of Directors. Section 6. The secretary shall give notice of all business meetings of the Association and of ------ - _. - the Board of Directors; he shall cause a record of the proceeding at all such meeting tole made and of all matters of which a record shall be ordered; he shall keep a register of the names and residence of the members of the Association. Section 7. The treasurer shall have charge of all the funds and securities of the Association and make such deposits, investments and withdrawals as may be directed and approved by the Board. The treasurer shall keep regular accounts of the fiscal affairs of the Association, which accounts shall be subject to inspection by any member of the Board. He shall make a report in writing at each regular meeting of the Board, the said report to contain such information as may be specified by the Board. He shall furnish to the auditors, as elsewhere provided in these bylaws, in duplicate, a copy of his annual report. Section 8. The president and treasurer shall each render a calendar year annual report to the member ship of the Association. Page 4 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. ARTICLE VIII - NOMINATIONS AND ELECTIONS Section 1. The nominating committee shall be appointed by the Board. Suggestions for nominations for officers, directors and members of the subsequent nominating committee may be sent at any time to the committee by any member of the Association. The nominating committee shall meet by the end of July, at the call of the secretary or parliamentarian (if one is appointed), elect a chairman, and secure a proposed slate of officers and directors to be announced no later than September 1 of each year. Section 2. The report of the nominating committee of its nominations for officers, directors and members of the succeeding nominating committee shall be sent to all members in the mailing announcing the date of the annual meeting. Immediately following the presentation of the report, nominations shall be verified for eligibility and thereafter approved for voting by the membership. Section 3. The elections shall be by ballot when no more than one candidate is nominated for the same office. Other wise, there being no objections, elections may be by voice vote. Majority of the votes cast shall elect. Absentee or proxy voting chap not be permitted. ARTICLE IX - COMMITTEES AND APPOINTMENTS Section 1. The president, subject to approval by the Board of Directors, may designate such committees as may seem to be desirable from time to time, in order to carry out the purposes of the Association, and he, or they, may specify the number of members to compose each such committee and the duties thereof. The purposes and duties of such committees chap be consistent with Associations policies. Section 2. - "" Committee chairmen shall be appointed by the president for a term of one year subject to the•ratification of the Board of Directors. They shall be members in good standing of the Association and may attend meetings of the Board of Directors. The president of the Association may be a member "ex officio" of every committee except the nominating and auditing committees. Section 3. No committee shall spend more than the amount of twenty five ($25) dollars without the prior approval of the Board of Directors. All money collected by the committees shall be remitted to the treasurer. Section 4. The chairman of each committee shall present a written report whenever requested to do so by the president. Each chairman shall submit a written report at the end of the fiscal year. Immediately following the meeting at which a successor is appointed, the retiring chairman shall turn over to the successor all records, reports and written procedures of the committee. Page 5 of 7 June 13, 1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Section 5. The officers of parliamentarian and historian may be appointive by the Board and their duties shall be as follows: the parliamentarian shall serve in an advisory capacity to the President, the Board of Directors and all committees when requested and he shall call the nominating committee together., instruct the committee in its duties, preside during the election of a chairman, and then leave. The historian %hall keep a concise record of the Association's activities and submit a written requirement at the annual meeting. ARTICLE X - FINANCIAL ADMINISTRATION Section 1. The fiscal year of the Corporation shall run from the first day of Octoberthrough the thirtieth day of September. Section 2. A proposed budget cha11 be prepared by a committee of at least five members - including the treasurer, to be appointed by the president. It then must be reviewed and approved by the Board of Directors, and thereafter mailed with the notice of the annual meeting to all Association members. Section 3. A qualified auditor %hall be appointed at the request of the president to audit the books of the Corporation at the end of the fiscal year, or upon resignation of the treasurer, or upon the written request of six directors. ' ARTICLE XI - DISSOLUTION All property is irrevocably dedicated to educational and charitable purposes and in the event of dissolution of the Corporation for any cause, said property will not inure to the benefit of any private person except a non-profit fiord, foundation or corporation. ARTICLE XII - AMENDMENTS AND PARLIAMENTARY PROCEDURE Section 1. These bylaws maybe'altered or amended at any meeting of the members, or at any other meeting called for that purpose, by a two thirds (2/3) of the votes cast, providing members have received written notice of the proposed change, at least fifteen (15) days prior to the meeting at which a vote will be taken. Section 2. The rules contained in Robert's Rules of Order, current revision, %hall govem in all cases to which they are applicable and in which they are consistent with these bylaws. Page 6 of 7 June 13,1998 SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. Declaration These By -Laws are hereby declared to be voted on by the general membership at the meeting held on June 13, 1998, and approved. These By -Laws hereby supercede all previous versions published. In witness hereof on June 16, 1998: J' ulas ' Tom Matson President Secretary Page 7 of 7 June 13, 1998 RESOLUTION NO. 2007 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE A LEASE AGREEMENT WITH SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. FOR THE OPERATION AND MAINTENANCE OF THE HISTORIC NATIONAL CITY DEPOT (SDERA) WHEREAS, the Community Development Commission of the City of National City (CDC) owns the National City Depot located at 922 West 23rd Street; and WHEREAS, the CDC obtained a grant from the federal government to purchase and restore the Historic California and Southern/Santa Fe Depot (Historic Depot); and WHEREAS, the purpose of owning the Historic Depot is to provide the citizens of National City and the San Diego region a living memorial of the past efforts of those persons who settled the area by the operation of a museum for the public; and WHEREAS, the San Diego Electric Railway Association, Inc. (SDERA) wishes to continue to operate the Historic Depot as a museum open to the public under the terms and conditions of a Lease Agreement for the next two years. NOW, THEREFORE, BE IT RESOLVED, that the CDC hereby authorizes the Chairman to execute a two-year Lease Agreement with San Diego Electric Railway Association, Inc. for the operation and maintenance of the Historic National City Depot. Said Lease Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 20th day of March, 2007. Ron Morrison, Chairman ATTEST: Brad Raulston, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel 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 March 27, 2007 Mr. Dave Slater President San Diego Electric Railway Association, Inc. P.O. Box 89068 San Diego, CA 92138-9068 Dear Mr. Slater, On March 20, 2007, Resolution No. 2007-53 was passed and adopted by the Community Development Commission of National City, authorizing execution of a lease agreement with San Diego Electric Railway Association, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original lease agreement. Sincerely, Michael R. Da a, CMC City Clerk Enclosures cc: Community Development Commission ® Recycled Paper