HomeMy Public PortalAbout1983-04-08 Commercial Land Lease - Amtrak
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BH-56090-26
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COMMERCIAL LAND LEASE
THIS LEASE, made as of .the 8th day of' April, 1983, between THE ATCHISOR"
TOPEKA AND SANTA FE RAILWAY COMPANY,. a De1awa're, c';rpo'ration (he'reinafter
called. "L.essor.") and THE FULLERTON REDEVELOPMENT AGENCY, (hereinafter,
whether one party or more, ~alled "Lessee");
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WIT N E SSE T H:
For and in consideration of the rental and of the covenants and agreeme~ts hereinafter
contained, the parties hereto .agree as follows.:
1. TERM
Lessor hereby leases to ~essee, subject to the rights and easements hereinafter excepted
and reserved and upon the terms and conditions hereinafter set forth, the land
(hereinafter called "Premises") situated at or near Fullerton, County of Orange, State
of California, as described, or shown on print hereto attached, No. 603-42488, dated
Apri1.6, 1983,. marked Exhibit "A", and made a ,part hereof, for a term beginning on
April 15, 1983, and continuing thereafter on a'month-to-month basis, unless or until
this Lea~e shall be terminated as hereinafter provided.
2. EXISTING FACILITIES .
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Lessor hereby excepts and reserves the
others who ha~e obtained or may obtain
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right, to be ,exercised by,Lessor and by any
permi~sion or authority from Lessor so to do, to:
(a) -Operate, maintain, renew and relocate any and all existing pipe, power and com-
munication lines and appurtenances and other facilities of like character upon,
over or under the surface of Premises; and
(b) Construct, operate, maintain, renew and relocate such additional facilities of
the same character as will ,not unreasonably interfere with Lessee's use of
Premises'as specified in .Section 7 ,'hereof. '
3. RENTAL
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Lessee shall pay to Lessor as rental for use of Premises the sum of One and No/100
Dollars ($1.00).
4. IMPROVEMENTS
Lessee covenants and warrants that Lessee either owns, or has obtained from the owner or
owners thereof the right to use, any improvements now on the Premises shown or described
on said Exhibit itA" as ItLessee's existing Improvements". Such improvements. if any.
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together with any other improvements and/or personal property hereafter placed upon the
Premises ;by. or. for account of Lessee are hereinafter called "Improvements".
S.USE
(a) Lessee shall use the Premises exclusively as a site for the installation of a
...... .paved parking area and for a decorative masonry walk and platform area.
(b) In relation to. said paving and masonry work, Lessee shall be responsible for
F.lagman protection any time work is' performed within 15 feet from centerline of
Lessor'.s track,' such Flsgman to be .furnished by Lessor, and Lessee' will bear'
such costs; however, payment may be made by Lessee's Contractor on Lessee's
behalf. ..'
6. CONDITION OF PREMISES
Lessee warrants that,.'prior tP. taking possession of the..Premises under this Lease, .he
has examined. Premises and accepts the. use .and occupancy thereof with full and" complete
knowledge of the physical condition of the Premises and of the conditions, covenants,
restrictions, encumbrances and all matters of record relating to Premises.
7. ALTERATIONS
Lessee:sha~l make. no change.or alteration in nor additions to Premises without first
obtaining the written consent. of Lessor.
8. MAINTENANCE OF,PREMISES
Lessee shall keep and maintain the Premises and any and all Improvements in condition
and repair satisfactory to Lessor and shall not cause or permit any waste or nuisance
in, on or about Premises. Any and all necessary repairs shall be made at Lessee's
expense'and Lessee hereby waives all right to make repairs at the expense of Lessor. If
Lessee fails to make repairs within fifteen (15) days after notification in writing ~hat
repairs' are necess'ary, Lessor'may make such repairs as Lessor deems nece'ssary 'to"
maintain them in a clean, sightly, sanitary and good condition and Lessee agrees to
promptly reimburse Lessor for the cost of such.~epair~ upon receipt of bill therefor.
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9. UTILITIES
(a) Lessee shall pay any and'all charges f~r water, gas, sewer, heat, light, power
and .telephone serv.ice ,and ,all"other serv~ces supplied,to or used on Premises or
available, assessed or faxed .to.Prem.ises. ~essee agrees that Lessor shall not
be required to furnish to Lessee any water, gas, sewer, heat, light, power or
telephone service or any other facilities, equipment, labor,' materials or
services of any kind whatsoever.
(b) If any utility company requires ii. Heins'e'-or permit from Lessor to cross
property of Lessor, other than Premises, before the aforesaid services will be
provided, Lessee shall pay to Lessor the sum of One Hundred Fifty and No/IOO
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Dollars
effect,
permit.
($fso. 00), O~UCh other sum as' Lessor may f! time t~ time put into
to cover the expense of preparing and processing each such license or
10. FIRE HAZARD SAFEGUARDS
Lessee shall at all times use and occupy Premises in such manner and shall adopt such
safeguards as will minimize fire hazard to the fullest extent possible consistent with
the use of Premises specified in Section'] hereof.
11. INDEMNITY
(a) Lessee' sha:tl indemnify and save harmless' Lessor against 'all 'loss, damage or
expense which 'Lessor may s~stain, incur 'or became liable for, including'loss of
or damage to property or injury to or death of persons, includi~g the person or
property 'of the parties 'hereto and their employes, and fines or penalties
im?osed ~pon or ~ssessed ~gainst Lessor, arising in any manner out of:
(1) The use of Premises by Lessee, its employes, licensees and invitees;
(2) Any breach by Lessee of the terms, covenants or conditions herein
contained;
(3) The construction, maintenance 'or ,location on Premise's, of Improvements,
utility ,lines or services,; or
(4) The sole or contributing acts or omissions of Lessee 0, the employes,
'licensees or' invitees of Lessee in, on or, about Premi'se's or Improvements,
ex!"ept' that if Lessor shan participate in any such contributing acts or
ami'ssions,' then the loss, damage or expense arising therefrom shall be
borne by the parties hereto equally. "
(b) Lessee shall also indemnify and save harmless Lessor against all fines or
penalties imposed upon or assessed' against Lessor, resulting 'from the violation
by Lessee of any statute or order of competent go~ernmental authority: '
(c) Upon 'written request by Les'sor, 'Lessee shall' assume the defense of any suit or
action brought against Lessor, its agents or ~mployes, alleging any claim for
loss or damage against which it indemnifies Lessor hereunder, and Lessee shall
pay all expense, including attorneys' fees, 'incurr'edby 'Lessee and/or Lessor in
defending and settling all cla'ims and liabilities against which it indemnifies
Lessor hereunder.
(d) In the event Lessee's Contractor performs the work de'scribed "in Section' S(a),
Contractor shall be required to complete Lessor's' standard form 'Save Harmless
Agreement attached hereto. Any 'contractor or subcontractor performing work on
or in connection with that outlined in'Section S(a), shall for 'the purpose of
this Lease, and particularly for the purpose of Section llof this Lease, be
conclusively deemed to be the servant and agent of Lessee acting on behalf and
',..within the scope of such contractor's or subcontractor's employment for Lessee.
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12. INSURANCE
(a) Before commencing any work hereunder~ Lessee's Contractor sball procure, and shall
thereafter ma1.ntain in force d'uring the' p'eriod of this Agreement,' all at its own
expense; the' insurance hereinafter described, with' insurance"companies satisfactory
'to the Lessor, covering all of the work and services to he performed hereunder by
the Contractor and each of its subcontractors:
(1) Workers l Compensa'tion, Employe'rs" Liability and Occ~pationa:l Disease Insurance
covering each of .the St~tes in which work is to be performed.
Lessor... 'Santa Fe. t"ndustrie's, "rnc., and 'subsidiarj arid affiliated companies',
'shall be 'named as Additional Insureds in'the policy or policies 'described' under
this Subsection (I), as respects operations described in this Agreement. Such
coverage. may be referred to as the Master~Servant, Alterhate' Empl~yer', or
Additional Interest'endorsement, and shall contain wording similar to.the
following:' . .
"It is"agreed that the company will pay 'on behalf of, or reimburse, any person
or organization 'named 'below (herein called the Alternate Employ'er>. all ..'
compensation and other benefits' required under a Workers', Compensation law
designated 1n the policy, or damages based on.a master~servant relationship,
that the Alternate Employ"er is' legaily"obligated to pay because of bodily
injury by accident or disease, including death at any time resulting therefrom,
sustained by any employee. of the "insured arising out .o~ and in the course of
work performed 'by the insured for the Alternate Employ"er. .
"This' Agreement is subject (a) with respect to damages, to the applicable limit
of liability under Coverage.B,' 'and (b) to all of" the other terms of 'the policy
not inconsistent herewith."
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(2)
Comprehensive general. liability including personal injury and property damage,
with coverage of at least $1;000,000 combined 'single limit or' the equivalent,
comprehensive automobile liability including personal injury and property.
damage;' 'with coverage o'f at least $t, ODD, 000 combined single liinit or the
equivalent," products and completed operations coverage of at' leastSl;OOO,OOO
combined single limit or the equivalent. Where explosion, collapse, or
underground hazards are involved, the X, C and U exclusions must be removed
from the policy.
Lessor, Santa Fe Industries, Inc., 'and s~bsidiary and affiliated companies
.(collectively called "Lessor"),' shall be named as Additionat Insureds in the
policies described under this Subsection (2), as respects operations described
in..this Agree.m.ent, with wording as follows:
"It is agreed
endorsed. with
that each of the general liability
the following. wording: ,
policies described herein is
"(A) The 'Persons Insured' provision is amended to include 'as an insured, the
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person or organ~tion named below but only with~espect to liability
arising out of operations performed for such insured by or on behalf of
the named insured.
"(B)
The applicable limit of the company's liability for the insurance afforded
under the Contractual Liability Insurance Coverage Part forming a part of
this insurance, shall be reduced by any amount paid as damages under this
endorsement in behalf of the person or organization named below.
"Name of Person or organization as Additional Insured is Lessor, Santa Fe
Industries, Inc., and subsidiary and affiliated companiea (collectively
called Lessor).
"(C) Any coverage afforded Lessor, the Certificate Holder, as an Additional
Insured shall apply as primary and not excess to any insurance issued. in
the -name of Lessor.1t .
(3) .. Contractual Liability Insurance covering all. of .the liability assumed by' the'
Contractor under the provisions of Section 10, of this Contract, with coverage
of at least $1,000,000 combined single limit or the equivalent. All policy or
endorsement limitations relating specifically to operations proximate to
railroad property shall be eliminated.
(4) .If appropriate, Builders' All Risk Insurance naming the Contractor, each
subcontractor employed by the Contractor as herein provided, and Lessor, as
their interests may appear, covering labor and materials in place, and
materials on the site, and in transit to the job site, during the work period.
(b) Before commencing any work hereunder, the Contractor shall furnish to the Lessor,
Certificates of Insurance on the form (see Form 1919 Standard attached) prescribed
by Lessor, evidencing the issuance to the Contractor of the policies of insurance
providing. the types of insurance and limits of liability prescribed above, and
certifying that the Lessor shall be given not less than thirty (30) days' written
notice prior to any material change, substitution or cancellation prior to normal
expiration dates. Cancellation or expiration of any of said policies of insurance
shall not. preclude Lessor from recovery thereunder for any liability arising under
this Agreement.
If the Lessor Certificate Form 1919 Standard is not furnished, the Contractor shall
furnish signed policy endorsement from the insurance companies involved, providing
the coverage outlined above.
(c) It is mutally understood and agreed that the purchase of insurance as herein
provided shall not in any way limit the liability of the Contractor to Lessor, as
herein set forth.
13. LIENS
Lessee shall promptly pay and discharge any and all liens arising out of any
construction, .alterations or repairs done, suffered or permitted to be done by Lessee on
Premises and/or Improvements and shall indemnify Lessor against any loss incurred by
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Lessor on account of such liens. Lessor is hereby authorized to post any notices or
take any other action upon or with respect to Premises .that is or may be permitted by
law to prevent the attachment of any such liens to Premises; provided, however, that
failure of Lessor to take any such action shall not relieve Lessee of any obligation or
liability under this Section 16 or any other section hereof.
14. SIGNS
Lessee shall not place nor permit to be placed on Premises or Improvements any sign not
solely for the purpose .of advertising Lessee's business conducted on Premises, without
having first obtained the written consent and approval of Lessor .in each instance. Upon
request by Lessor, Lessee shall immediately remove any sign or decoration which Lessee
has placed or permitted to be placed in, on or about Premises or Improvements which, in
the opinion of Lessor, is objectionable or offensive. If Lessee .fails to make.such
removal, Lessor may enter Premises or Improvements and remove said sign ~r decoration at
Lessee's expense.
15. ASSIGNMENT
Lessee. shall.not assign this Lease without first obtaining Lessor's written consent
therefor.
16. SUBLEASE
Lessee shall not sublease Premises o~ any part thereof without first obtaining Lessor's
written consent therefor.
17. TERMINATION
This Lease may be terminated at any time by either party hereto serving thirty (30)
days' written notice of termination upon the other party, stating therein the date
such termination shall take effect. Upon the expiration of the time specified in
such notice, this Lease and all rights of Lessee hereunder shall .absolutely cease
and determine.
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(2) Take and hold said Improvements and appurtenances as its sole property
without compensation to Lessee, and in such event Lessee shall be relieved
of the obligation to remove or pay for removal of said Improvements and
appurtena nces.
18. NOTICES
All notices to be given hereunder shall be given in 'writing, by depositing same in the
United States mail duly registered or certified, with postage prepaid, and addressed to
the Lessee or Lessor as the case may be,at the address shown on the signature page
hereof or addressed to such other address as the parties hereto may from time to time
designate.
19. HOLDOVER
If Lessee fails to surrender Premises to Lessor upon'any termination of this Lease, all
the liabilities and obligations of Lessee hereunder shall'continue in effect until
Premises are surrendered. No termination hereof shall release Lessee from any liability
or obligation hereunder, whether of indemnity'or'otherwise, resulting 'from any acts,
omissions or events happening prior to the date of termination, or date of surrender if
it be later.,
20. ATTORNEYS' FEES
'If Lessor commences an unlawful detainer action 'or 'any other actionCagainst Lessee to
'enforce any obligation arising under the terms and provisions of this Lease, or against
any subtenant or assignee of Lessee using the Premises, Lessee shall pay all court costs
,and reasonable attorneys' fees associated with such action.
,21. CONDEMNATION
In the event all or any portion of the Premises shall be taken for any'public use or
quasi-public use under any statute or by right of eminent domain, or by purchase in lieu
thereof, Lessee shall have no'claim to any compensation awarded 'for the taking of the'
Premises or any portion'thereof, including Lessee's leasehold interest therein or to any
compensation as severance damages. or for loss of or damage to Lessee's Improvements.
-22. -WAIVER
No waiver by either party hereto at any time of any'-of the- terms and ,conditions of this
Lease shall be deemed a waiver at any time thereafter of the same or any other terms or
conditions hereof, nor shall any provision hereof be waived except by an instrument in
writing executed by duly authorized representatives of the parties.
23. TIME OF THE ESSENCE
Time and specific performance are each of the essence of this Lease.
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24. HEADINGS AND TITLES
The headings and titles to the sections of this Lease are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part of this Lease.
25. PUBLIC RECORD
It is understood and agreed that this Lease Bhall not be" placed of public record.
26; AMENDMENT OF LEASE
It is agreed that neither Lessor nor Lessee nor any of their employes or agents have
made any statement, promises or" agreements verbally or in writing in conflict with the
terms of this Lease and "that this Lease sets forth all of the promises, agreements,
conditions, inducements and understandings between" the parties relative to the lease of
the Premises by Lessee and that there are no promises, agreements, condltions,
understandings," inducements, warranties or representations, oral or written, express or
implied, between them or their employes or agents other than as herein set forth and
that this agreement shall not be modified in any manner except by an instrument in
writing executed by duly authorized representatives of the parties.
27. BINDING
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All the covenants and agreements of'Lessee herein contained shall be binding upon the
heirs, legal representatives, successors and assigns of Lessee, and shall"" inure to" the
benefit of the successors and assigns of Lessor.
IN WITNESS WHEREOF, this Lease has been duly executed, in duplicate, by the parties
hereto as of the day and year first above written.
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THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY
"One Santa" Fe" Plaza"" " "
.. 5200 E." Sheila Street
Los Angeles, CA 90040
By
THE FULLERTON REDEVELOPMENT AGENCY
303 West Commonwealth Avenue
Fullerton, CA 92632
By *J ,.. ~f2'J_V
Ita Chairman
(Lessee)
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ATTEST: ~ J?...~
ANN M. YORK, S ETAR'(i
l2437CHL*
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