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HomeMy WebLinkAbout1994-08-23 - AGENDA REPORTS - LACO MTA TRANSFER LEASEAGENDA REPOR AityManger pprova Item to be presented b . Jeff Kolin Deputy City Manager CONSENT CALENDAR DATE: August 23, 1994 SUBJECT: Transfer of Lease Agreement from Los Angeles County Metropolitan Transportation Authority (MTA) to City of Santa Clarita DEPARTMENT: Public Works BACKGROUND In January 1994, an emergency Metrolink Station was constructed in Eastern Santa Clarita, the Princessa Station. The MTA negotiated a lease with the property owner Newhall Land and Farm, and took responsibility for the period that the Federal Emergency Management Agency (FEMA) agreed to fund the lease payments. With the restoration of highway capacity between Santa Clarita and the Los Angeles Basin in July 1994, FEMA has ceased reimbursement payments for the lease. In keeping with the policy that local entities are responsible for Metrolink stations within their communities, the MTA is transferring responsibility for the lease of the Princessa Metrolink Station to the City of Santa Clarita. The current lease is $10,000 per month through January 1995, with an increase based on local inflation to take effect on February 1995. Long-term leasing of the site will impact the City's ability to fund ongoing transit operations. It is imperative that funding be secured to purchase the site to allow for continued long-term operation of the station. Currently the City has available $120,000 in Transit Development Act (TDA) funds for one year. Staff has been and continues to search for long term funding sources. Staff will approach Newhall Land and Farm to renegotiate the lease terms, possibly modeled after the lease currently in effect on the Santa Clarita Metrolink Station. Ridership is up approximately 300 % of last years numbers. The Southern California Regional Rail Authority will also be deciding how long and to what stations regular Metrolink service will continue to run after Highway 14 and Interstate 5 freeways are fully repaired. RECOMMENDATION City Council approve, and authorize the Mayor to execute the transfer agreement with the MTA for assumption of the lease for the Princessa Metrolink Station. 0110 A z�: Transfer of Lease Agreement Page 2 ATTACHMENT Draft transfer agreement and lease agreement. agenda.lse; dk ASSIGNMENT, ASSUMPTION & INDEMNIFICATION AGREEMENT This ASSIGNMENT, ASSUMPTION & INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of 1994,• by and between the SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY ("SCRRA"), and THE CITY OF SANTA CLARITA, a municipal corporation of the State of California ("Assignee"). RECITALS A. On January 24, 1994, the SCRRA and the Newhall Land and Farming Company, a California Limited Partnership ("Landlord") entered into that lease agreement known as MTA Contract No. A0008510 (the "Lease") covering the use of a portion of that property commonly known as the Santa Clarita/Via Princessa Metrolink station. Said Lease is attached hereto as Exhibit A. The Lease allows the SCRRA to provide its Metrolink service to the station as part of the Antelope Valley to Santa Clarita Valley service extension which was initiated in response to the freeway damage caused by the January 17, 1994 Northridge earthquake. The SCRRA entered into the Lease with the understanding that the Assignee would, at a then -future date, assume all of the SCRRA's right, title, interest and obligations thereunder. B. At this time, the SCRRA desires to assign all of its right, title, interest and obligations under the Lease, and the Assignee agrees to assume the same. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions herein contained, the parties hereto agree as follows: 1. ASSIGNMENT & ASSUMPTION. SCRRA hereby fully assigns, conveys and transfers to Assignee, its successors and assigns, all of SCRRA's right, title, interest and obligations, in, on, under and to the Lease (collectively, the "Obligations"), including, but not limited to SCRRA's obligation to pay rent and other sums now or hereafter owing thereunder. Assignee hereby fully assumes and accepts the Obligations from SCRRA. 2. MUTUAL INDEMNITY. Assignee hereby agrees to indemnify, defend and hold SCRRA, and its commissioners, directors, officers, employees, partners, shareholders, agents, contractors, successors and assigns (collectively, the "SCRRA Parties"), harmless from and against any liability, claim, demand, cause of action, 'loss, expense or cost (including, without limitation, attorneys' fees) (collectively, "Liabilities"), suffered or incurred by the SCRRA Parties, or any of them, by reason of any breach by Assignee of any of Assignee's Obligations under the Lease occurring from and after the Effective Date (as defined below). SCRRA hereby agrees to indemnify, defend and hold Assignee and its directors, officers, employees, partners, shareholders, agents, contractors, successors and assigns (collectively, the "Assignee Parties"), harmless from and against any Liabilities suffered or incurred by the Assignee Parties, or any of them, by reason of any breach by SCRRA of any of SCRRA's Obligations under the Lease occurring prior to the Effective Date. 3. ACKNOWLEDGMENT. SCRRA hereby acknowledges that, as of the Effective Date, to the best of SCRRA's knowledge: (a) the Lease is in full force and effect; (b) neither it nor the Landlord has exercised any right of termination thereunder; (c) there are no modifications or amendments to the Lease; and (d) SCRRA is not in default under, or in breach of, the Lease, nor are there any events which, with the giving of notice or the passage -of time, would constitute a default or breach thereunder. 4. EFFECTIVE DATE. This Agreement, including the assignment and the assumption set forth herein, shall be eective as of July 16, 1994 (the "Effective Date"). 5. ASSIGNMENT NOT A MODIFICATION TO LEASE. Except as may be expressly provided herein, nothing herein contained shall be construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions or conditions contained in the Lease. Assignee hereby expressly agrees to be bound by the terms and conditions of the Lease. 6. ATTORNEYS' FEES. Should any of the parties to this agreement institute any action or proceeding to enforce any provision of this Agreement or to recover damages by reason of an alleged breach of any provision hereof, the prevailing party shall be entitled to receive all costs and expenses (including reasonable attorneys' fee) incurred by such prevailing party in connection with such action or proceeding. 7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same instrument. 8. GOVERNING LAW. This Agreement shall be deemed to be an agreement made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with such laws. 9. NOTICES. With respect to Section 9.2 of the Lease, Assignee hereby acknowledges that its address for the receipt of any notice or document required or permitted to be delivered under the Lease is: City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, California 91355 Attention: Transportation Manager 10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the heirs, successors and assigns of SCRRA and Assignee. 11. REIMBURSEMENT OF EXPENDITURES. Assignee agrees to reimburse SCRRA for all cost and expenditures, incurred by SCRRA under the Lease which occur during, or accrue against, periods subsequent to the Effective Date. Such reimbursement shall be paid to SCRRA, by Assignee, within thirty (30) days of demand therefor by SCRRA. IN WITNESS WHEREOF, the undersigned, being duly authorized to execute this Agreement on behalf of the named parties hereto, have executed this Agreement as of the date first above written. "SCRRA" SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY By: Name: Title: "ASSIGNEE" JAMES D. Wiley Manager of Acquisition THE CITY OF SANTA CLARITA, a municipal corporation of the State of California By: Name: Title: [AGRMNTS\PRNCSSAI.ASS] w1fliffim LEASE AGREEMENT W68S10 THIS LEASE AGREEMENT ("Lease") is made and entered into this 24th day of January, 1994, by and between the SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY, a public agency existing under the laws of the State of California ("SCRRA"), and THE NEWHALL LAND AND FARMING COMPANY, a California Limited Partnership ("Landlord"). This Lease is entered into with respect to the following facts: RECITALS A. The SCRRA proposes to construct and operate a commuter transit rail line between the City of Los Angeles and the City of Lancaster ("Metrolink - Palmdale/Lancaster Commuter Rail Project"). B. Landlord owns that certain real property ("Property") within the the City of Santa Clarita, County of Los Angeles adjacent to the proposed Metrolink - Palmdale/Lancaster Commuter Rail Project right-of-way, more particularly shown on Exhibit "A" attached hereto and incorporated herein. C. The SCRRA desires to construct and operate a parking facility and related transit improvements in connection with the Metrolink - Palmdale/Lancaster Commuter Rail Project on said Property. NOW, THEREFORE, in consideration of the above recitals and the covenants and conditions herein, the SCRRA and Landlord agree as follows: ARTICLE 1 PUBLIC PURPOSE 1.1 The SCRRA proposes to construct and operate a parking facili- ty and related transit improvements on the Property in connection with the operation of the Metrolink - Palmdale/Lancaster Commuter Rail Project. The SCRRA shall utilize the Property as a regularly scheduled stop along the Metrolink - Palmdale/Lancaster Commuter Rail Project. 1.2 The proposed use of the Property is in the public interest and is planned and located in the manner that will be the most compatible with the greatest public good and the least private injury. ARTICLE 2 RIGHT OF POSSESSION 2.1 Landlord hereby agrees to lease to the SCRRA, and the SCRRA hereby agrees to lease from Landlord, the Property pursuant to the covenants and conditions contained herein. 2.2 This Lease shall commence on the date first mentioned above ("Commencement Date"), and continue until terminated as provided herein. 2.3 The "Initial Term" of this Lease shall be for two (2) months. The SCRRA shall have a first option ("First option") to extend this Lease through January 31, 1996. Thereafter, the SCRRA shall have the option to extend this Lease for two (2) one- year terms. As used herein, "Term" shall mean the Initial Term and any and all extensions under the options. 2.4 During the Term of this Lease, the SCRRA, its officials, officers, employees, agents, representatives, and invitees, subject to the provisions hereof, shall have reasonable rights of entry to and usage of the Property for the purposes contemplated by this Lease. ARTICLE 3 RENT 3.1 The SCRRA agrees to pay to Landlord the sum of Ten Thousand Dollars ($10,000.00) per month ("Base Rent") during the Initial Term, and if applicable, during that portion of the First option period ending on January 31, 1995. 3.2 On February 1, 1995, the Base Rent shall be adjusted, as provided below. The adjusted Base Rent shall be equal to the Base Rent for January, 1995, multiplied by a fraction, the numerator of which is the CPI figure for November, 1994 and the denominator of which is the CPI figure for November, 1993. As used in this Section, the term "CPI" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers, Los Angeles/ Anaheim/ Riverside, all items (1982-84 = 100), published by the US Department of Labor, Bureau of Labor Statistics, or if such index is no longer published, the US Department of Labor's most comprehensive official index then in use that most nearly corresponds to the index named above. If it is calculated from a base different from the base period 1982-84 = 100, figures used for calculating the adjustment shall first be converted to the base period used under a formula supplied by the Bureau. If a comparble index shall no longer be published by the US Department - 2 - of Labor, another index generally recognized as authoritative shall be substituted by the Landlord. 3.3 The rent payment for the Initial Term shall accrue from Lne Commencement Date and shall be paid within two weeks of the execution of this Lease. 3.4 Subsequent rents under the Term of this Lease during the option periods shall be paid to Landlord, in advance, on the first day of each month. 3.5 Rent for portions of the Term which are partial calendar months shall be prorated on a per -diem basis using'a thirty (30) day month. 3.6 If SCRRA exercises any of its options to extend the Term of this Lease other than the First Option,as provided in Section 2.3, above, then the Base Rent for the applicable one year extension period shall be adjusted to reflect the then fair market rental value of the Property as determined by the Landlord in good faith. Such increases shall be effective on the beginning of the applicable extension period. Landlord shall give SCRRA written notice of the amount of any such adjustment not less than thirty (30) days following sCRRA's notice to Landlord that it plans to extend the Term hereof. 3.7 The SCRRA may terminate this Lease at any time during the Term by giving thirty (30) days prior written notice to Landlord. `such.termination shall be,effective thirty (30) days from receipt of such notice by Landlord. Landlord shall refund`to SCRRA any unearned rent received by Landlord for periods subsequent to the effective date of the termination. ARTICLE 4 CONSTRUCTION 4.1 Any work performed or caused to be performed by SCRRA, or its agents, on the Property shall be done in accordance with any and all applicable laws and regulations. 4.2 The SCRRA shall be responsible for all design and construction costs for the parking facility and other related transit improve- ments on the Property. 4.3 The sCRRA and/or any contractors of the sCRRA performing work on the Property shall carry casualty, liability and workers' compensation insurance. - 3 - 4.4 The SCRRA shall fully and promptly pay for all materials used on the Property and fully and promptly pay all persons who perform labor upon the Property in connection with any work performed or caused to be performed by the SCRRA on the Property. The SCRRA shall not suffer or permit to be filed or enforced against the Property, or any part thereof, any mechanics', materialmens', contractors', or subcontractors' liens arising from the work performed or caused to be performed by SCRRA on the Property. The SCRRA may contest any lien, claim or demand by furnishing a statutory lien bond to Landlord in compliance with applicable California laws. 4.5 The SCRRA acknowledges that it is taking possession of the Property in "AS IS" condition. Upon the expiration or sooner termination of the Term of this Lease, SCRRA shall surrender the Property in as good condition as when received, reasonable wear and tear excepted, free of trash and rubbish, and free from all tenancies or occupancies by any person. Unless Landlord elects to the contrary, by written notice to SCRRA, delivered prior to the expiration or earlier termination of this Lease, the SCRRA shall remove, at its sole cost, all alterations, additions, and improvements made by the SCRRA to the Property. Alternations, additions, and improvements remaining on the Property that Landlord elects by written notice to the SCRRA to acquire and retain at the expiration or earlier termination of this Lease shall become the property of Landlord. SCRRA shall, at its own cost, completely repair any and all damage to the Property resulting from or caused by the removal of any of its alterations, additions or improvements. ARTICLE 5 SUBLET 5.1 Subject to prior written approval of Landlord, the SCRRA shall have the right to sublease portions of the Property for concession -type businesses, including but not limited to, adver- tising displays, vending machines, pay telephones and food/coffee carts and stands. Landlord shall not unreasonably withhold approval. Any revenues received by the SCRRA from said subleases shall be retained by the SCRRA and applied to offset the costs incurred by the SCRRA for the operation, maintenance and security of the Property ("Operation Costs"). 5.2 The SCRRA shall not permit any person under its control to use the Property during the Term of this Lease in a manner which constitutes a nuisance, or which violates any public law, ordi- nance or regulation. - 4 - ARTICLE 6 MAINTENANCE 6.1 Throughout the term of this Lease, the sCRRA shall, at its expense, maintain the Property (including the improvements thereon). 6.2 Said maintenance may include, but not be limited to, lighting, striping, signage, landscaping, litter removal, concrete and asphalt repairs, graffiti removal, maintenance of the parking facility and other related transit improvements. ARTICLE 7 TERMINATION 7.1 Should The SCRRA breach, or fail to keep, observe or perform any agreement, covenant, term or condition on its part herein contained during the Term of this Lease, then, in addition to any other available rights and remedies, Landlord, at its option, may terminate this Lease upon delivery of written notice thereof to the SCRRA. 7.2 Prior to any termination by Landlord because of a SCRRA's breach or failure to keep, observe, or perform any agreement, covenant, term or condition contained in this Lease, Landlord shall notify the sCRRA in writing of any alleged breach or default by SCRRA, and the SCRRA shall have sixty (60) days after receipt of such notice to correct or cure such breach or default. If said breach or default cannot reasonably be corrected or cured within said sixty (60) days following receipt of such notice to correct or cure such breach or default, Landlord and the SCRRA shall mutually agree to a reasonable schedule for the SCRRA to correct or cure said breach or default beyond the sixty (60) day period specified herein. ARTICLE 8 HAZARDOUS SUBSTANCES 8.1 During the Term of this Lease, the SCRRA shall not cause or permit any hazardous or toxic wastes or materials to be stored or generated on the Property. In addition, the SCRRA shall not cause nor permit the release of any hazardous or toxic wastes or materi- als in, on, under, or from the Property during the Term of this Lease. Should any discharge, leakage, spillage, emission, or pollution of any type occur upon or from the Property due to - 5- r- the SCRRA's use or occupancy thereof, the SCRRA, at its expense, shall clean all property affected thereby, to the satisfaction of the governmental agencies having jurisdiction thereover. The SCRRA shall indemnify, hold harmless, and defend Landlord from and against all liability, claim, cost or expense (including without limitation, any fines, penalties, judgments, environmental clean- up, consulting, engineering, and construction fees and expenses, and reasonable litigation expenses and attorney fees) incurred as a result of the SCRRA's breach of this Article 8. The SCRRA shall not be responsible for any pre-existing contamination of the Property. ARTICLE 9 NOTICES 9.1 All notices required by this Lease or by statute shall be in writing and shall be personally delivered, delivered by a reputable document delivery service that provides a receipt show- ing the date and time of delivery, or delivered by the U.S. mail, postage prepaid, certified return receipt requested. Notices personally delivered or deliveredby document delivery service shall be effective upon receipt. Notices delivered by U.S. mail shall be effective at noon of the third day following deposit by the sender in the U.S. mail. Either party may change the address for notices by giving the other party notice to that effect in accordance herewith. 9.2 All notices shall be delivered or mailed to the applicable party to the following addresses, until such time as a written notice of an address change is made to the other party: SCRRA: Southern California Regional Rail Authority 818 W. Seventh Street 1700 Los Angeles, CA 90017 Attn: Velma C. Marshall, Director of Real Estate LANDLORD: Newhall Land and Farming Company 23823 Valencia Blvd. Valencia, CA 91355 Attn: Jim Backer, Director of Marketing - 6 - e ARTICLE 10 INSURANCE lo.l The SCRRA shall procure and maintain, at its cost and for the duration of the Term of this Lease, comprehensive all general liability and property damage insurance, against claims for injuries against persons or damages to property which may arise from or in connection with the performance of the obli- gations under this Lease. The minimum amount of insurance coverage maintained by the SCRRA shall be Ten Million Dollar's ($10,000,000.00), and shall include Landlord as an additional insured. ARTICLE 11 GENERAL PROVISIONS 11.1 This Lease shall be governed by the laws of the State of California. The parties agree that the Municipal and Superior Courts of the State of California in and for the County of Los Angeles shall have exclusive jurisdiction of any litigation between the parties arising out of or connected with this Lease. 11.2 The time period for the obligations hereunder shall be extended because of delays caused by unforeseen causes beyond the control of and without the fault or negligence of the delaying party, such as causes typically associated with force majeure. 11.3 If any term, covenant, condition, or provision of this Lease shall to any extent be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, covenants, conditions, and provisions of this Lease and right of entry shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. 11.4 This Lease may be amended at any time by a written agreement between the SCRRA and Landlord. All amendments, and revisions, and discharges of this Lease in whole or in part, from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall be in writing and executed by the parties hereto. 11.5 The SCRRA shall have the right to assign this Lease to another governmental agency. Assignment to a non -governmental agency shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld. - 7 - 11.6 If Landlord or the SCRRA is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Lease, the party prevailing in the final judgment in such action or proceeding, in addition to whatever other relief which may be granted, shall be entitled to reason- able attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, appeal, and all other necessary costs the court allows. 11.7 The terms of this Lease shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Lease or any other rule of construction which might otherwise apply. 11.8 This Lease sets forth the entire agreement between the parties with respect to the usage of the Property and supersedes all prior agreements, communications, representations, oral or written, expressed or implied. 11.9 The individuals signing this Lease hereby represent that they hold the position identified after their signature and that they have full authority to bind their respective principal to this Lease. 11.10 This Lease may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this License as of the Effective Date. SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY, a public agency BY: D. of Acquisit - 8 - s THE NEWHALL LAND AND FARMING COMPANY, a California Limited Partnership BY: NEWHALL MANAGEMENT LIMITED PARTNERSHIP, a California Limited Partnership, its Managing General Partner BY: NEWHALL MANAGEMENT a California Corpo its Managing d�kner MA f3`E vice CORPORATION ration, al Partner NA_ LO Ln Lu" I D