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HomeMy WebLinkAbout2008 CON CDC San Diego Electric Railway - National City DepotLEASE 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 2nd day of September, 2008, by and between the Community Development Commission of the City of National City, a community development commission, 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 lease a portion of the depot building known as the National City Depot (NCD), together with the land surrounding the depot building, for the conduct of a rail history museum, including exhibits and programs of general public interest on behalf of the CDC. Said depot building is hereinafter referred to as the "National City Depot" or the "NCD". The NCD and surrounding land together are hereinafter referred to as the "Premises". B. It is in the best interests of Lessor, on behalf of the people of National City, to enter into a Lease Agreement with San Diego Electric Railway Association, Inc. for the use of the Premises 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, and education of the public concerning the role such activities played in the development of the City and region. This Lease Agreement specifically delegates the operation, maintenance, and management of the subject Premises. 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. PREMISES: Excluding the area that is currently subject to Lessor's lease with MRW Group, Inc., the Premises consist of 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". Lessee hereby acknowledges that Lessor will be leasing the upstairs southwest corner office and four (4) undesignated parking spaces within the parking lot directly to MRW, Inc. to facilitate the development of a hotel at Marina Gateway, and therefore those areas are excluded from this Lease Agreement, and the use of these facilities by Lessee is excluded. The anticipated office rental income, not to exceed $300, received from MRW, Inc. shall be set -aside by Lessor and forwarded to Lessee who is to use it exclusively for repairs and maintenance and/or general restoration of the Premises. 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 Lessor. At such time as Lessor's lease with MRW, Inc. is no longer in effect, Lessor shall retain all rights of ownership and possession of the area formerly leased to MRW, Inc. If a fence is installed that prevents MRW from using their parking immediately south of the Depot, SDERA shall reserve to MRW Group, Inc., four parking spaces perpendicular to a fence (that is parallel to 23 Street) that separates the south side of the parking lot from the Depot. In addition, SDERA shall make 17 other spaces available on the Leased Premises, if from time to time, there is a need for overflow parking. If MRW's parking is restricted by means other than a fence as described above, SDERA and the Lessor shall work in good faith with MRW to achieve a result prescribed by the spirit of the language above. . 2. CONSIDERATION: Lessor and Lessee agree that the consideration for this Lease Agreement is the mutual benefit to be derived from Lessee's use and maintenance of a rail history museum on the Premises. As and for additional consideration that will inure to the benefit of Lessor, Lessee agrees that at all times that this Lease Agreement is in effect, Lessee shall remain in compliance with the provisions of the Memorandum of Understanding ("MOU"), entered into between Lessor and Lessee concurrently with this Lease Agreement. Said MOU is attached hereto as Exhibit "B", and incorporated herein by reference. 3. TERM: The term of this Lease Agreement is for a three (3) year period, from September 2, 2008 through September 1, 2011. Provided that Lessee is in compliance with the provisions of this Lease Agreement and of the MOU, as currently drafted or as may be mutually revised in the future, Lessor and Lessee may mutually agree to renew this Lease Agreement upon expiration of the three (3) year term for up to four (4) additional three (3) year terms. If at the end of the three (3) year term, either party desires to renew the Lease Agreement, then that party shall give the other party written notice at least ninety (90) days prior to the end of the term. 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 "C". 5. OPERATION OF NCD: a. Schedule of Museum: Public operations of the NCD shall be scheduled at a minimum for Saturday and Sunday of each week. b. Other Users: Lessee shall prepare and submit for approval by Lessor's Executive Director any agreements between the Lessee and other organizations that desire to establish operations and/or exhibits and displays on the grounds, including any sub -leases by Lessee of the Premises. Any such agreements or sub -leases shall be subject to final approval by Lessor's Executive Director. All such uses, whether granted by Lessee pursuant to agreement or sub -lease, must be uses compatible with the NCD. No commercial businesses shall be allowed at any time. c. Lessor Use: Upon sixty (60) days prior notice to Lessee, Lessor or its designee may use, without rental fee, the NCD for gatherings for a maximum of 18 times during any three (3) year term, and shall assume responsibility for costs and damages and other requirements for such gatherings that may be made necessary by that activity. It is the desire of Lessor not to cause any overuse of the NCD or interference with Lessee's operations. Lessor shall be responsible for organization, set-up, and clean-up following events held by Lessor on the Premises. d. Public Access: It is understood and agreed between Lessor and Lessee that the NCD, 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 Page 2 2008 NC Depot Lease Agreement public -oriented activities, displays, and exhibits shall be contained on the bottom floor or outside the NCD on its grounds. e. Responsibility for Exhibits: Lessee shall be responsible for any damage to or loss of exhibits, whether its 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, or Lessor's agents, contractors, or sub -lessees who are not parties to this Lease Agreement. 6. IMPROVEMENTS: Any permanent improvements to the building and/or grounds of the Premises 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. Lessor reserves the right during the term of this Lease Agreement or any extension thereof to make traffic, parking, infrastructure, and like improvements on or in the vicinity of the Premises, without first obtaining the permission of Lessee, provided that such activities will not cause undue interference with Lessee's operations. 7. MAINTENANCE: Lessee shall provide all basic repair and maintenance to the Premises, including, but not limited to, deck sealing, replacing broken windows, and sealing exterior doors and windows so that no moisture enters the Premises, but excluding roof repairs. 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 Premises at all times should look well maintained. Lessee shall be responsible for organization, set up, and cleanup following events held on the Premises. Lessee's maintenance obligations shall include the outdoor portion of the Premises, including any fence surrounding the Premises. 8. UTILITIES: The utility costs for the Premises, 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 Lease Agreement, the following insurance policies: a. Commercial general liability insurance, with minimum limits of $2,000,000 per occurrence, covering all bodily injury and Property damage arising out of its operations under this Lease Agreement. b. Workers' Compensation insurance meeting applicable statutory requirements for all employees covered by California law. 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, and their officers, agents and employees as additional insureds, pursuant to separate additional insured endorsements. Page 3 2008 NC Depot Lease Agreement e. This Lease 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 Lessee does not keep all such insurance policies in full force and effect at all times during the terms of this Lease Agreement, Lessor may elect to treat the failure to maintain the requisite insurance as a breach of this Lease Agreement and terminate the Lease 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 Lease Agreement. g. 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. h. Insurance provisions of this Lease Agreement may be reviewed by Lessor every year, and before any renewal of the Lease Agreement, and the required coverages increased as deemed necessary by Lessor. J• All insurance shall be provided by insurers licensed to do business by the State of California and rated A, VII or better by A.M. Best Company, or as otherwise approved by Lessor's Risk Manager. Coverage may be written by surplus lines carriers provided they are included in the current Califomia List of Eligible Surplus Lines carriers ("LESLI" list") and otherwise meet rating requirements. Deductibles or self -insured retentions in excess of ten thousand dollars ($10,000) must be disclosed to and approved by Lessor's Risk Manager. k. Lessee shall require that each and every one of its contractors and their subcontractors who perform work on the Premises on behalf of Lessee to carry in full force and effect, workers' compensation, commercial general liability, and automobile liability insurance coverages of the type which Lessee is required to obtain under the terms of this Paragraph 9 with appropriate limits of insurance. 10. HOLD HARMLESS: Lessee hereby agrees to indemnify, defend, and hold harmless Lessor, the City of National City, and their officials, agents, and employees from all liability, loss, costs, claims, demands, lawsuits, and defense costs (collectively "Liabilities") arising out of Lessee's failure to observe or comply with any laws in any material respect or the negligence or willful misconduct of Lessee in or about the Premises or any portion thereof. Lessor agrees to indemnify, defend, and hold harmless Lessee and its officials, agents, and employees from all Liabilities arising from Lessor's failure to observe or comply with any laws in any material respect or the negligence or willful misconduct of Lessor in or about the Premises or any portion thereof. 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. Page 4 2008 NC Depot Lease Agreement 12. TERMINATION: Notwithstanding the provisions of Section 3, this Lease Agreement may be terminated by Lessor or Lessee upon one hundred eighty (180) days' written notice to the other party. In the event of termination by Lessor, Lessor shall reimburse Lessee the Fair Market Value of all improvements installed by Lessee on the Premises, as determined by an independent qualified appraiser retained by Lessor. Notwithstanding anything to the contrary herein, Lessor may not exercise its option to terminate as set forth in this Section 12 during the initial Term, and may only exercise its option to terminate the Lease no sooner than the first day of the initial extended term of this Lease Agreement, if any. 13. LESSOR REMEDIES UPON A LESSEE DEFAULT. If Lessee is in Default and has failed to cure such Default within thirty (30) days, Lessor may, at its option, perform such duty or obligation giving rise to the Default on behalf of Lessee, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee within then (10) days of receipt of invoice therefor. In the event of a Default which Lessee has failed to cure within thirty (30) days, Lessor may, with or without further notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Default, terminate the Lessee's right to possession of the Leased Premises by any lawful means, or continue the Lease, and/or pursue any other remedy now or hereafter available under the laws or judicial decisions of the State of California. 14. REMOVAL OF PROPERTY: At the termination or expiration of this Lease 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 Lease Agreement. The Premises shall be left by Lessee in a clean, neat, and safe condition, and the exclusive possession and use of the Premises shall revert to Lessor. 15. 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 Premises, 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 Premises. 16. WAIVER: The failure or omission of Lessor to terminate this Lease 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 Lease Agreement thereafter, either for such or for any subsequent violation of any such term, condition, or covenant. 17. 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 Premises except to be of such type, color, size, and style, and in such place as may be approved by Lessor. Page 5 2008 NC Depot Lease Agreement 18. TAXES: Lessee recognizes and understands that this Lease Agreement may create a possessory interest in the Premises 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 against the Premises leased by Lessee during the term of this Lease Agreement pursuant to Sections 107 and 107.1 of the Revenue and Taxation Code against Lessee's possessory interest in the Premises. Lessee shall not be responsible for taxes assessed against other leasehold interest in the NCD and surrounding land. 19. 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 Lease 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. 21. VALIDITY: The invalidity in whole or part, of any provisions of this Lease Agreement shall not affect the validity of any other provisions hereof. 22. COMPLETE AGREEMENT: This Lease 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 Lease 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 Lease Agreement, or any part thereof, without the written consent of Lessor. Page 6 2008 NC Depot Lease Agreement 24. WAIVER OF RELOCATION ASSISTANCE: In consideration for the execution of this Lease Agreement by Lessor, Lessee hereby waives any claim for relocation assistance benefits to which it may otherwise be entitled under federal, State, or local law or regulations, upon vacation of the Premises. 25. CONSTRUCTION: The parties acknowledge and agree that (i) each party is of equal bargaining strength; (ii) each party has actively participated in the drafting, preparation, and negotiation of this Lease Agreement; (iii) each such party has consulted with or has had the opportunity to consult with its own independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Lease Agreement; (iv) each party and such party's counsel and advisors have reviewed Lease this Agreement; (v) each party has agreed to enter into this Lease Agreement following such review and the rendering of such advice; and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Lease Agreement, or any portions hereof, or any amendments hereto. 26. NO AGENCY: Nothing in this Lease Agreement shall cause or imply any agency relationship or duty between Lessor and Lessee. 27. COUNTERPARTS: This Lease Agreement may be signed in counterparts. 28. RECORDATION: This Lease Agreement may be recorded. IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (LESSO Morrison Chairman APPROVED AS TO FORM: George H. Eiser, III Legal Counsel SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. (LESSEE) (Signatures of two corporate officers required.) By: Print Title: � d r/U-1— By: c�.��i T'lj2,/1--/��1%�/ Print: W, 7 g te-er y Title: Page 7 2008 NC Depot Lease Agreement CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of San 1 e cJ 0 On 6 -1G-0before me, VICk1 Gtkce (Here insert name and title of th officer) D v , ci �i . s \ 6 . - r-- personally appeared who proved to me on the basis of satisfactory evidence to be the person whose namet..D:re subscribed to the within instrument and acknowledged to me that teshe/they executed the same i ! ' er/their authorized capacity4), and that b er/their signature on the instrument the person, or the entity upon behalf of which the personacted, 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. GL.e.(2- Sjg$ature of Notary Public (Notary Seal) VICKI GLACE ROGERg COMM.117811471 � 0E00 COUNTY Casa 17 1011 DESCRIPTION OF THE ATTACHED DOCUMENT ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certfing the authorized capacity of the signer) Please check the document carefully for proper notarial wording and attach this form if required. Lease - k �.-e�an� vr' (Title or description o attached document) (Title or description of attached document continued) Number of Pages Document DateV -0 (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact D Trustee(s) ❑ Other • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization, • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. Ire/she/t1 y1- is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. t• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CA PA v 12.10.07 800-873-9865 www.NotaryClasses.com CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of SCti1 1 e-c O On 'e before me, personally appeared �t ck i G‘et Q oc\e cs, (Here insert name and tit& of the officer) 1� al4-er who proved to me on the basis of satisfactory evidence to be the person4whose nam - ._,e e subscribed to the within instrument and acknowledged to me tha he/they executed the same i 6!) er/their authorized capacity( S), and that b �/ er/their signature) on the instrument the personK or the entity upon behalf of which the personKt 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. ,(1 WITNESS my hand and official seal. ature of Notary Publi(c)Cif (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT L eGce -cC6e12-wtMmt (Title or description of auhched document) (Title or description of attached document continued) Number of Pages Document Date 8' 1 Q-c) (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances. any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personalty appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. if the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA v12.10.07 800-873-9865 www.NotaryClasses.com Exhibit A 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, OCTOBER 2, 1882. EXCEPTING THEREFROM MINERALS CONTAINED IN THE ABOVE DESCRIBED LAND, INCLUDING WITHOUT LIMITING THE GENERALITY THEREOF, OIL, .GAS AND OTul.R 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•40F 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 8Y 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 "B" MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND THE SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. This Memorandum of Understanding ("MOU") is made and entered into this 2nd day of September, 2008, by and between the Community Development Commission of the City of National City, a community development commission, hereinafter designated as "CDC", and the San Diego Electric Railway Association, Inc., a non-profit corporation, hereinafter designated as "SDERA". RECITALS A. The CDC and the SDERA have, concurrently with entering into this MOU, entered into a Lease Agreement wherein SDERA is leasing from the CDC a portion of the depot building, commonly known as the National City Depot (the "NCD"), together with the land surrounding the depot building. The NCD and surrounding land are referenced to in the Lease Agreement and in this MOU as the "Premises". Said Lease Agreement is for the purpose of allowing SDERA to operate a railroad history museum in the Premises. B. As consideration inuring to the benefit of the CDC for the lease of the NCD, SDERA has agreed to comply with certain obligations in connection with its operation of the railroad history museum. It is the purpose of this MOU to memorialize said obligations, and to establish a schedule of performance for SDERA's performance of said obligations. NOW, THEREFORE, the parties hereto agree as follows: 1. Contribution. SDERA shall, during the term of the Lease Agreement, demonstrate to the CDC the investment of $25,000 in cash, or a greater amount, or such lesser amount as is approved by the CDC (the "cash contribution"), and in -kind contributions having a value of at least $75,000. During the term of the Lease Agreement, SDERA must demonstrate to the satisfaction of the CDC the distribution of said contributions as follows: a) The $25,000 cash contribution shall be utilized by SDERA in its discretion to: i) fund exhibits and programs benefiting the public, but excluding utility costs such as, but not limited to, gas, electric, water, telephone, sewer and trash, and also excluding costs for custodial care and the security and fire alarm; provided, however, that no later than September 2, 2009, at least $12,500 in cash raised during the three (3) year term of the Lease Agreement shall be paid to CDC to fund construction of the fence surrounding the premises, which construction shall be accomplished by CDC, and which at a minimum will run along the property line on Bay Marina Drive and Harrison Avenue. If the fence is not constructed during the three (3) year term of the Lease Attachment 1 Schedule of Performance Improvement Deadline Upon completion of fence by CDC, SDERA will contribute $12,500 to CDC for construction of fence. 1 year from Lease commencement SDERA shall install landscaping to include native shrubs and trees throughout Site, provided CDC has constructed fence and resurfaced southern parking lot. End of term SDERA shall install site amenities to include picnic tables, benches, and trash/recycling receptacles. End of term • SDERA shall relocate antique trolley(s) for display purposes. End of term SDERA shall provide 17 overflow parking spaces for the Marina Gateway Hotel in the parking lot north of the Historic Depot building upon completion of resurfacing by CDC. Ongoing responsibility CDC shall install outdoor lighting in southern parking lot area consistent with improvements made on Bay Marina Drive, Harrison Avenue, Cleveland Avenue, and 23rd Street. Exhibit "C" By -Laws for the San Diego Electric Railway Association 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 shall provide the following classes of membership: Individual Membership - This membership shall be open to all persons 18 years of age or over who are interested in and who will further the purposes and activities of the Association and Museum. Each individual member is entitled to one vote and to participate in all activities, provided such activities are not in conflict with the health and safety of the person or persons involved. Family Membership - This one -family membership will provide all participants with the same rights, privileges and opportunities as the individual membership and as appropriate to their respective age levels. Student Membership - This membership shall be open to all students, age 17 and under, who are interested in the purposes and activities of the Association and Museum. Each student member has all the rights and privileges of the individual membership, except the right to vote and hold office. Honorary Membership - This membership is for those individuals and organizations who have made a substantial contribution, financial or otherwise, to the Association and Museum. Selection and term of membership of an honorary membership is determined by the Board of Directors. An honorary member is not entitled to vote or hold office. Sponsorship Membership - This membership shall be open to clubs, business firms, organizations and associations - civic, professional, and social - which wish to further the interests of the Association and the Museum and which are approved by the Board of Directors. Each sponsor member is entitled to one vote and to participate in all activities. 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 or December on such day and at such place as the Board Of Directors shall designate. Section 2. Other 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 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. ARTICLE VI- BOARD OF DIRECTORS Section 1. The governing body of this Association shall be a Board of Directors consisting of the Officers,the immediate past president, and five(5) directors at large. Section 2. The fivedirectors 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, one year termsshall be usedfor two directors. ) 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 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 mailed 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 six (6) 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. 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 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 mush 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 bienniel election and shall not be eligible to serve more than one consecutive term in the same office. 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. ARTICLE VIII - NOMINATIONS AND ELECTIONS Section 1. The nominating committee shall consist of five members who shall be elected at each annual meeting as and when appropritae. 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 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 October 15 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 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 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. Inunediately 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. Section 5. The officers of parliamentarian and historian shall be appointive 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 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 January through the thirty first day of December. 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 shall 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 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, Newly Revised, shall govern in all cases to which they are applicable and in which they are consistent with these bylaws. State • Caiifornia o OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION 1, L\'LARCH 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 1887 S,fcrc(ary of Stoic ARTICLES OF INCORPORATION OF SAN DIEGO ELECTRIC RAILWAY ASSOCIATION The name of this corporation is Association. I II rvL;E1 ti ENDOPSEht Ff` ED 1 in the office of the J':c:c•OfY o::kat of d.. Sion. of Citifo^io AA 121987 MARCH FoNG Eu. sectary of Sk San Diego Electric Railway 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. 1\4111-virdr-vt- 11. 198c,_ DALE Eric Sanders I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. ACORD,,,, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/25/2008 PRODUCER (714) 283-1999 Wright,Finnegan & Sommer Ins. Assoc. �3�J 22800 Savi Ranch Pkwy #202 Yorba Linda CA 92887- #0534315 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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 69066 San Diego CA 92138-906 INSURER A GOLDEN EAGLE INS CORP INSURER B INSURERC INSURER D _ 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 INSR LTR ADM NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POUCY EXPIRATION DATE (MM/DD/YY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CBP9553826 03/29/2008 / / / / / / 03/29/2009 / / / / / / EACH OCCURRENCE S 1,000,000 X DAMAGE TO RENTED PREMISES (Ea occurrence) 100 OOO s r CLAIMS MADE [ X OCCUR MED EXP (Any one person) S 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEM_ AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 2,000,000 POLICY n JEPRCOT n LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS / / / / / / / / / / / / / / / / COMBINED SINGLE LIMIT (Ea acadent) $ BODILY INJURY (Par person) $ BODILY INJURY (Per acadent) $ PROPERTY DAMAGE (Per acadenl) $ GARAGE LIABIUTY ANY AUTO / / / / AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY. AGG S A EXCESS/UMBRELLALIABILITY CU 8458400 07/01/2008 / / 03/29/2009 / / EACH OCCURRENCE $ 1,000,000 X OCCUR CLAIMS MADE AGGREGATE e 1,000,000 DEDUCTIBLE RETENTION S $ S S WORKERS COMPENSATION AND EMPLOYERS'UABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, descrbe under SPECIAL PROVISIONS below / / / / / / / / WC� �UJ TORS L MINS I OT ER E L EACH ACCIDENT S E L DISEASE - EA EMPLOYEE s E L DISEASE - POLICY LIMIT S OTHER / / / / / / / / / / / / DESCRIPTION OF OPERATIONS/LOCAT1ONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND ITS OFFICIALS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED. 10 DAY NOTICE FOR NON PAYMENT OF PREMIUM. CERTIFICATE HOLDER CANCELLATION ( ) CITY ATTORNEY OF NATIONAL CITY, CITY HAL GEORGE H. EISER III 1243 NATIONAL CITY BLVD. NATIONAL CITY CA 91950- ACORD 25 (2001108) INS025 (0108) 06 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL Vig/SMI(XX4r MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, %( % AXAM)(614i4)ix l WI LY1iiXKONNX01(lk)4XXXANYYC 1%f)(E AUTHORIZED REPRESENTATIVE ORD CORPORATION 1988 Page 1 of 2 ,Dumber: CBP 9553826 rage Is Provided In PEERLESS INSURANCE COMPANY - A STOCK COMPANY famed Insured: SAN DIEGO ELECTRIC RAILWAY ASSOCIATION INC Agent: GENERAL PARTNERS INS-YORBA LIN Agent Code: 4295699 Agent Phone: (714)-283-1999 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY THE CDC AND ITS OFFICIALS AND EMPLOYEES ARE ADDITIONAL INSUREDS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. 3 20 26 (07/04) © ISO Properties, Inc., 2004 AGENT COPY 29/2008 9553826 NEUSXVPP3001 PGDMOGOD J14439 GCAFPPN 00005220 Page 27 -t-• CALIFORNIA •-P NATIONAL CITY .t VY INCORPORATED City Of National City DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: San Diego Electric Railway Association, Inc. For the purpose of inducing the City of National City to go forward with any contracts awarded to San Diego lectric Railway Association, Inc., I declare as follows: I (name) ,1/ll� -: F (title), am authorized to execute this document on behalf of San Diego Electric Railway Association, Inc. with respect to compliance with the California Workers' Compensation and Labor laws. All work required will be performed personally and solely by volunteers of San Diego Electric Railway Association, Inc., who are independent contractors. If, however, San Diego Electric Railway Association, Inc. shall ever be required to hire employees or Subcontractors to perform this contract, San Diego Electric Railway Association, Inc. shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by San Diego Electric Railway Association, Inc. against its financial interest, relative to any claims which may be asserted under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded by San Diego Electric Railway Association, Inc. San Diego Electric Railway Association, Inc. will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event it hires an employee in violation of this addendum or if a volunteer of the organization makes a claim against or alleges liability of the City of National City for Workers' Compensation, and it will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any bid or contract awarded to: San Diego Electric Railway Association, Inc. Dated: 6 T' QUI,/ , 2008. San Diego ctric Rail ay Ass on, Inc. By: (Signa urr/eoo Authorized Repres ative) ', d de c, f. srak,t/� ame and Title) 1243 National City Boulevard; National City, California 91950 Tel.: (619) 336.4250 Fax: (619) 336.4286 hranictnni )r.i natinnal-r.ity ra iec Agreement, then said $12,500 may be used by SDERA in its discretion to fund the acquisition, restoration, and maintenance of its exhibits, to be placed on the Premises or on some other location within National City. ii) make capital improvements to the Premises, as more specifically described in the Schedule of Performance b) The in -kind contributions with a value of $75,000 or greater shall include volunteer activities valued at prevailing market wages, salaries, and fees, such as preparation and presentation of educational programs; restoration, installation, and maintenance of exhibits, museum spaces, and Premises; acquisition, installation and maintenance of landscaping and public amenities on the Premises; administration of the organization and its programs, website, newsletter, archives, fundraising, bookkeeping, etc. In -kind contributions will also include materials and services donated by individuals, businesses, and organizations. 2. Schedule of Performance. A Schedule of Performance for the completion of improvements by SDERA is attached hereto as Attachment 1, and is incorporated herein by reference. 3. Target Date for Improvements: The deadline for completion of all improvements by SDERA shall be no later than the end of the term of the Lease Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION SAN DIEGO ELECTRIC RAILWAY OF THE CITY OF NATIONAL CITY ASSOCIATION, INC. (Lessor) (Lessee) (Signatures of two corporate officers required.) By: Ron on / e Chairman Name: /` (lf APPROVED AS TO FORM: George H. Eiser, III Legal Counsel Title: By: -4 .- Name: >,)1 T 'G'-. e E y; R Title: 2 NC Depot MOU - 2008 MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND THE SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. This Memorandum of Understanding ("MOU") is made and entered into this 2nd day of September, 2008, by and between the Community Development Commission of the City of National City, a community development commission, hereinafter designated as "CDC", and the San Diego Electric Railway Association, Inc., a non-profit corporation, hereinafter designated as "SDERA". RECITALS A. The CDC and the SDERA have, concurrently with entering into this MOU, entered into a Lease Agreement wherein SDERA is leasing from the CDC a portion of the depot building, commonly known as the National City Depot (the "NCD"), together with the land surrounding the depot building. The NCD and surrounding land are referenced to in the Lease Agreement and in this MOU as the "Premises". Said Lease Agreement is for the purpose of allowing SDERA to operate a railroad history museum in the Premises. B. As consideration inuring to the benefit of the CDC for the lease of the NCD, SDERA has agreed to comply with certain obligations in connection with its operation of the railroad history museum. It is the purpose of this MOU to memorialize said obligations, and to establish a schedule of performance for SDERA's performance of said obligations. NOW, THEREFORE, the parties hereto agree as follows: 1. Contribution. SDERA shall, during the term of the Lease Agreement, demonstrate to the CDC the investment of $25,000 in cash, or a greater amount, or such lesser amount as is approved by the CDC (the "cash contribution"), and in -kind contributions having a value of at least $75,000. During the term of the Lease Agreement, SDERA must demonstrate to the satisfaction of the CDC the distribution of said contributions as follows: a) The $25,000 cash contribution shall be utilized by SDERA in its discretion to: i) fund exhibits and programs benefiting the public, but excluding utility costs such as, but not limited to, gas, electric, water, telephone, sewer and trash, and also excluding costs for custodial care and the security and fire alarm; provided, however, that no later than September 2, 2009, at least $12,500 in cash raised during the three (3) year term of the Lease Agreement shall be paid to CDC to fund construction of the fence surrounding the premises, which construction shall be accomplished by CDC, and which at a minimum will run along the property line on Bay Marina Drive and Harrison Avenue. If the fence is not constructed during the three (3) year term of the Lease Agreement, then said $12,500 may be used by SDERA in its discretion to fund the acquisition, restoration, and maintenance of its exhibits, to be placed on the Premises or on some other location within National City. ii) make capital improvements to the Premises, as more specifically described in the Schedule of Performance b) The in -kind contributions with a value of $75,000 or greater shall include volunteer activities valued at prevailing market wages, salaries, and fees, such as preparation and presentation of educational programs; restoration, installation, and maintenance of exhibits, museum spaces, and Premises; acquisition, installation and maintenance of landscaping and public amenities on the Premises; administration of the organization and its programs, website, newsletter, archives, fundraising, bookkeeping, etc. In -kind contributions will also include materials and services donated by individuals, businesses, and organizations. 2. Schedule of Performance. A Schedule of Performance for the completion of improvements by SDERA is attached hereto as Attachment 1, and is incorporated herein by reference. 3. Target Date for Improvements: The deadline for completion of all improvements by SDERA shall be no later than the end of the term of the Lease Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION SAN DIEGO ELECTRIC RAILWAY OF THE CITY OF NATIONAL CITY ASSOCIATION, INC. (Lessor) (Lessee) (Signatures of two corporate officers required.) APPROVED AS TO FORM: George H. Eiser, 1II Legal Counsel e , By:• Name i l /' I h/ Q Title:I?2esck57 14:21:( - By: lea,„ Name: WA1--/- Title: 1) ICE P r -/ h t! N T 2 NC Depot MOU - 2008 Attachment 1 Schedule of Performance Improvement Deadline Upon completion of fence by CDC, SDERA will contribute $12,500 to CDC for construction of fence. 1 year from Lease commencement SDERA shall install landscaping to include native shrubs and trees throughout Site, provided CDC has constructed fence and resurfaced southern parking lot. End of term SDERA shall install site amenities to include picnic tables, benches, and trash/recycling receptacles. End of term SDERA shall relocate antique trolley(s) for display purposes. End of term SDERA shall provide 17 overflow parking spaces for the Marina Gateway Hotel in the parking lot north of the Historic Depot building upon completion of resurfacing by CDC. Ongoing responsibility CDC shall install outdoor lighting in southern parking lot area consistent with improvements made on Bay Marina Drive, Harrison Avenue, Cleveland Avenue, and 23rd Street. RESOLUTION NO. 2008 — 185 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE A LEASE AGREEMENT AND MEMORANDUM OF UNDERSTANDING WITH SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC., FOR AN APPROXIMATELY 1.1 ACRE PARCEL (APN 559-040-03) TO OPERATE AN ELECTRIC RAILWAY HISTORY MUSEUM AT THE HISTORIC DEPOT FOR A TERM OF THREE YEARS WHEREAS, San Diego Electric Railway Association, Inc. ("SDERA") and the Community Development Commission of the City of National City ("CDC") desire to enter into a Lease Agreement and Memorandum of Understanding for an approximately 1.1 acre parcel (APN 559-040-03) located at 922 West 23rd Street, commonly known as the Historic Depot, to operate an electric railway history museum, and perform historic railcar restoration; and WHEREAS, SDERA is a non-profit public benefit corporation, organized under the Nonprofit Public Benefit Corporation Law for charitable purposes; and WHEREAS, the lease proposes to allow SDERA to continue offering educational tours and exhibits dedicated to the history of the San Diego region's railcar heritage for a term of three years; and WHEREAS, the Memorandum of Understanding memorializes certain obligations SDERA has committed to in connection with its operation of the railroad history museum. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute a Lease Agreement and Memorandum of Understanding with San Diego Electric Railway Associations, Inc., for a term of three years on an approximately 1.1 acre parcel (APN 559-040-03) located at 922 West 23rd Street, commonly known as the Historic Depot to operate an electric railway history museum, and perform historic railcar restoration. Said Lease Agreement and Memorandum of Understanding are on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of September, 2008. on Morrison, Chairman APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Community Development Commission of the City of National City, California, on September 2, 2008, 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 Secre ry, e6rrtfy Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-185 of the Community Development Commission of the City of National City, California, passed and adopted on September 2, 2008. Secretary, Community Development Commission By: Deputy caoog c't City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE September 2, 2008 AGENDA ITEM NO. 26 ITEM TITLE RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY APPROVING A LEASE AGREEMENT AND MEMORANDUM OF UNDERSTANDING BETWEEN SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, INC. AND COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY FOR A TERM OF THREE YEARS ON AN APPROXIMATELY 1.1 ACRE PARCEL (559-040-03) KNOWN AS THE "HISTORIC DEPOT" LOCATED AT 922 W. 23RD STREET, NATIONAL CITY, CA, AND AUTHORIZING THE CHAIRMAN TO EXECUTE SAID AGREEMENT PREPARED BY Colby Young Project Manager (x4297) EXPLANATION DEPARTMENT Redevelopment (� San Diego Electric Railway Association, Inc. (SDERA) and the Community Development Commission of the City of National City (CDC) desire to enter into a Lease Agreement for the property at 922 W. 23'1 Street, known as the Historic Depot (APN 559-040-03), to operate an electric railway history museum and perform historic railcar restoration. SDERA is a nonprofit public benefit corporation, organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The proposed Agreement would allow SDERA to continue offering educational tours and exhibits dedicated to the history of the San Diego region's railcar heritage. Environmental Review Ni N/A Financial Statement N/A SEE BACKGROUND REPORT Approved By: Finance Director Account No. 511-409-500-598- 3018-003018-0000-299 STAFF RECOMMENDATION Adopt resolution. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) Resolution No. a ° ° ' %5 1. Background Report 2. Proposed Agreement A-200 (9/99) 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 September 10, 2008 Mr. David Slater President San Diego Electric Railway Association, Inc. P.O. Box 89068 San Diego, CA 92138-9068 Dear Mr. Slater, On September 2nd, 2008, Resolution No. 2008-185 was passed and adopted by the Community Development Commission of the City of National City, authorizing execution of a lease agreement and memorandum of understanding with San Diego Electric Railway Association, Inc. We are forwarding for your records a certified copy of the above Resolution and a fully executed original agreement. Sincerely, 1 41‘ Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission Recycled Paper