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HomeMy WebLinkAboutReso 1959-2201 . . ;,. RESOLUTION No .2201 RESOLUTION APPROVING TIDELANDS LEASE WITH ROHR AIRCRAFT CORPORATION BE IT. RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA AS FOLLOWS: That that certain lease agreement, a copy of which is attached hereto and made a part and parcel hereof as if set forth herein in full, is hereby approved, and that the Mayor of the City of Chula Vista is hereby authorized and directed to execute the same on behalf of said City. 382:,3r ~ .r~ ry r ~~ ' ~ ~r 'j, AAGPTED AP1D AppRGdED by the CITY CGUTdCIL of the CI'fl'Y C?F CT,dJ:d..A dISTA, CAL% L~x2P=T1A, tb.i~ 20th Day of ` March. 1959 be' t,IaN fo:Mowing vote,; ;to wit: AYES: CGUPdCILMEPd 1.icJ311ister, Menzel, DeGraaf, DicD9ains PI:sY'ii: COUPdC%L1t9EYd None ABSEPIT: COUPdCILY?EN Smith ~~1 ~f~E_~~~~~~~~ avo. o~'~~Ti~e a It la~-is€a ATTEST: 1ty C. s: STATE GF CAL%PGRTdIA ) CCUi7TY Gl: SAPd DIEC,G ) ss. CI'PIt CF CItiY3LA dIS'fA ) %, KEIdPIET,I P?. CAI~Iy~BE?~.TM.,, City Clerk of the City of CP:ula dista, California DG IiEREBY CERT%FY that the aboee and foregoing is a full, true and correct copy of and that the same has not been amended or repealed. DATED: iyCer L E A S E .THIS LEASE, made and entered into in triplicate this 20th day of filar ch , 19 ;i5 , by and between THE CITY OF CHULA VISTA, a municipal corporation, hereinafter called the "Lessor", and the ROHR AIRCRAFT CORPORATION, A California Corporation, hereinafter called the "Lessee", W I T N E S S E T H• That the Lessor, for the considerations hereafter set forth, hereby leases to the Lessee for the term and upon the conditions hereafter set forth, a portion of those certain lands bordering and extending into the Bay of San Diego and being a portion of those lands conveyed to the City o£ Chula Vista, in trust, by the State of California under the provisions of various Acts of the Legislature of the State of California, which leased lands are more particularly described in Exhibit "A" attached hereto and which by this reference made a part hereof, and which may be referred to hereinafter as "premises". TO HAVE AND TO HOLD said leased premises for the term of this lease and upon the conditions as follows: First. The Lessor shall fill the land described in Exhibit "A" to the grade, including drainage facilities, substantially in accordance with the plans and specifications on file in the office of the City Engineer of the Lessor, numbered A-181 ("Drainage In Tidelands Fill - Bay Area" dated 2-28-59; "Rohr Bay Front Fill - Log No. 96780"; "Rohr - Bay Front Filling"- Loq No. 96780),. Lessor agrees promptly following the execution of this lease to diligently proceed with said work, Following completion of said work, the effective date upon which the term of this lease shall commence shall be the day the Lessor serves notice upon the Lessee that said work has been completed and said premises are available to the Lessee, The term of this lease shall be for twenty (20) years from the effective date set forth above; provided, however; that the Lessee shall have the right and option~to extend said term for three (3) additional terms of ten (10) years each; to commence at the expiration of each of the terms herein provided, subject however, to there being in existence at the time of said extensions, legislative authority authorizing said extensions. Said options to extend shall be exercised by Lessee giving notice in writing to the City Council of Lessor at least ninety (90) days before the expiration of each of the terms herein provided. Upon exercise of said options]. this lease shall continue in full force and effect in accordance with the terms and conditions hereof, including the adjustment in rental as herein provided. Second. As and for the rental and fcr and in consideration of the leasing aforesaid, Lessee agrees to pay to Lessor the following sum annually, in advance: p ' 3~2 3d'7•C J fF Ypn.-~ f.T. ~,ic. qq JC,o o+..f , SY...frc~ l~e..f First through the third years, one and one-half cents {1-1/2~). a square foot. In the event that an agreement cannot be reached at any of the times hereihabove mentioned, then the matter shall be determined by submission to a board of arbiters consisting of three members: One arbiter shall be selected by the City Council of the Lessor and one by the Lessee, and the two arbiters so selected shall select a third. The decision of such board shall be final and both the Lessor and the Lessee shall be bound thereby. Third. Lessee is hereby granted the right to use said leased premises for commercial, or industrial and commercial purposes, and for no other purpose whatsoever without the con- sent of the City Council of the Lessor evidenced by resolution first had and obtained, and is permitted to build all proper and useful facilities suitable for subject purposes, together with rights of ingress and egress. Fourth, It is mutually agreed that the Lessee may, at its own expense, make any alterations or changes in the leased premises or cause to be built, made or installed thereon any other buildings or other structures, or any machines, appliances, utilities, signs or ether improvements necessary or desirable for its use of said premises, and may alter and repair any such buildings, structures, machines and other improvements. Fifth, Lessee agrees that it will at all times save Lessor free and harmless and indemnify it against all claims for labor or materials in connection with improvements, repairs or alterations installed or constructed by Lessee on the leased premises, and the costs of defending against such claims, includ- ing reasonable attorney's fees. In the event that a lien is recorded under Chapter II of Title 4 of Part 3 of the California Code of Civil Procedure against-the leased premises for work performed and contracted for -3- t i by Lessee and the lienholder attempts to perfect such lien by a lawsuit and the Lessee has failed within forty-five (45) days following the entry of final judgment in such lawsuit to satisfy or otherwise stay said judgment, Lessor shall have the option to terminate the lease. Sixth. The Lessee agrees not to assign or transfer the whole or any part o: this lease or any interest therein, nor to sublease the whole or any part of the leased premises, nor to permit the occupancy of any part thereof by any other per- son, without the consent of the City Council of Lessor evi- denced by resolution, first had and obtained. Lessee further agrees that no assignment, voluntary or involuntary, in whole or in part, of this lease or any interest therein, and no sublease of the whole or any part of the leased premises and no permission to any person to occupy the whole or any part of the leased premises, shall be valid or effective, without the said consent of the City Council of Lessor, first had and obtained. In the event Lessor shall refuse to consent to an assignment or sublease of all or part of said premises where the prospective assignee or sublessee shall have indicated a proposed use which would be permitted under the zoning ordinance of the City of .:Chula Vista and authorized for tidelands use then Lessee may terminate this lease as to the portion of the premises to be covered by such assignment or sublease and rental payments therefor shall be adjusted pro rata to the date of such refusal; such termination shall not, however, relieve Lessee from its obligation with respect to the balance of said premises for which Lessee shall be liable for the payment of rentat the rental schedule then in effect. Seventh. It is mutually agreed that the Lessee shall keep and maintain all improvements of any kind which may be erected, installed or made thereon by the Lessee in good and substantial repair and condition, including the painting thereof, and shall -4- make all necessary repairs and alterations thereto, and that the Lessor shall not be required at any time to make any improve- ments or repairs whatsoever on or for the benefit of the leased premises, except that Lessor will maintain its drainage facili- ties thereon. Lessee further agrees to provide proper containers for trash and garbage and to keep the demised premises free and clear of rubbish, debris and litter at all times. The Lessor shall at all times during ordinary business hours have the right to enter upon and to repair and maintain its drainage lines and to inspect said premises, subject to the then existing National Security requirements of the United States Government. Eighth. Should the premises or any portion thereof for any reason beyond the control of Lessee be made nonusable for the purpose of this lease for a period in excess of sixty (60) days, Lessee shall notify Lessor, who shall promptly remedy such condition. In the event Lessor shall fail to remedy said condition or shall fail to agree with Lessee to remedy the situa- tion, Lessee shall have the right to remedy the situation and deduct the cost from subsegent rental payments or shall have the option to terminate this lease. In such event Lessee shall be liable for rent up to the effective date of termination and shall be entitled to an immediate refund of the total unamortized balance of the advance rental payment. Lessee shall elect within thirty (30) days after the event or occurrence causing the non- use whether or not it will terminate this lease or allow it to remain in full force and effect. In the event of continuance an :'. corresponding to the time abatement shall be made in the rent ;;'' during which and the extent to which the premises could not be used by the Lessee, said abatement to be on a pro rata basis if _ during an annual rental period, and at the then applicable rate per square foot. Ninth. It is mutually agreed that any installation or improvements placed on the leased premises shall be and remain the property of Lessee. Lessee agrees to remove any such instal- lations or improvements within thirty (30) days after the expira- tion o{ this lease or sooner termination thereo{, should Lessor request Lessee to do so in writing, and should Lessee fail to do so, Lessor shall have the right to sell, remove or demolish the same and Lessee agrees to pay Lessor .any expense incurred therewith provided, however, nothing shall prevent Lessee and Lessor agreeing at any time upon the abandonment by Lessee of any improvements or portions thereof in which event Lessee shall have no further obligation or liability therein or there- for and provided further that a termination under the provisions of paragraph Fifteenth below shall .not require a removal of such installations or improvements by Lessee, Tenth. Lessee agrees that upon the expiration of this lease or the sooner termination as herein provided, it will within thirty (30) days remove all debris, surplus ahd salvage materials from the leased property so as to leave the same in as good a condition as when first occupied by Lessee; provided, however, that if any of said debris, surplus .or salvage materials shall not be so removed within thirty (30) days by Lessee, the Lessor may remove and/or sell and/or destroy the same at the expense of the Lessee and the Lessee hereby agrees to pay to the Lessor the reasonable cost of any such removal, sale or destruc- tion; or at the option of the Lessor the title to said debris, surplus or salvage materials not removed shall become the prop- erty of the Lessor and title therein-shall rest in the Lessor. Eleventh. The Lessee agrees to pay before delinquency all taxes and assessments assessed or levied upon the Lessee or the leased premises by reason of any machines, appliances or -6- other improvements of any nature whatsoever erected, installed or maintained by Lessee or by reason of the business or other activities of Lessee upon or in connection with the said pre- mises, and to pay any fees imposed by law for licenses or permits for any business or activities of the Lessee upon the leased premises or under this lease, and to pay before delinquency any and all charges for utilities at or on the leased premises. Twelfth. It is mutually agreed that in the event the Lessee is adjudicated bankrupt or insolvent or makes any general assignment for the benefit of creditors, or in the event of any judicial sale of the Lessee's interest under this lease, this lease shall at the option of the Lessor immediately termin- ate and all rights of the Lessee hereunder shall immediately cease and terminate. Thirteenth Except for the negligent acts of Lessor or its agents, the Lessee agrees that the Lessor shall not be nor be held liable for any damage to the goods, properties or effects of the Lessee or any of the Lessee's representatives, agents, employees, guests, licensees, invitees or of any other person whatsoever, nor for personal injuries to or deaths of them caused by or resulting from any act or omission of any person on the premises or from any defect in any part thereof. The Lessee further agrees to indemnify and save free and harmless the Lessor and its authorized agents, officers and employees aginst any of the foregoing liabilities and any costs and expenses incurred by the Lessor on account of any claim or claims therefor. Fourteenth. The Lessee agrees to take out public liability insurance with an insurance carrier satisfactory to Lessor to protect against loss from liability imposed by law for damages on account of bodily injury, including death resulting therefrom, suffered or alleged to be suffered by any person or persons -~- whatsoever resulting directly or indirectly from any act or activities of the Lessee or any person acting for it or under its control or direction, or any person authorized by it to use the leased premises, and also to protect against loss from lia- bility imposed by law for damages to any property of any person caused directly or indirectly by or-from the acts or activities of ahe Lessee or any person, or any person acting for it or under its control or direction, or any person authorized by it to use the leased premises. Such public liability and property damage insurance shall be maintained in full force and effect during the entire term of ,~ this lease in amounts of not less than $100,000 for one person injured in one accident, and not less than $300,000 for more than one person injured in one accident, and in the amount of not less than $25,000 with respect to any property damage aforesaid. Certificates of such insurance shall be filed with the Lessor and shall be satisfactory in form to the Lessor. Said policies shall have a non-cancellation-without-notice clause and shall provide that copies of all cancellation noticesshall be sent to Lessor fifteen (15) days prior to cancellation. The Lessor shall be named as an additional insured on said insurance -. policy. Provisions of this paragraph as to maintenance of insurance shall not be construed as limiting in any way the extent to which the Lessee may be held responsible for the payment of y~amages to persons or property resulting from its activities or the activities of any person or persons for which it is otherwise responsible. Fifteenth. If at any. time during the term of this lease, or any extension thereof, the tenancy hereunder shall become inconsistent with the trust under which the said tidelands are i <, -g- i held from the State of California, the Lessor shall have the - right to terminate this lease upon one (1) year's notice and the payment to the Lessee of reasonable compensation which shall be based upon and limited to compensation for the actual value at the time of the termination of this lease of such improvements constructed upon the demised premises by the Lessee, as are authorized or permitted under the terms of this lease, but shall not be held to include or require compensation to be paid in any amount to the Lessee, for any damage to or interference ,. with or the loss of business or franchise occasioned by any such termination. Zn the event an agreement cannot be reached as to the amount of compensation for actual value at the time of termination, the matter should be submitted to a board of arbiters as described in paragraph Second hereinbefore set forth. Sixteenth. If the whole or a substantial part of the premises hereby leased shall be taken by any paramount public authority under the power of eminent domain, then the term of this lease shall cease as to the part so .taken, from the day the possession of that part shall be required for any public purpose, and the rent shall be paid up to that day, and from that day the Lessee shall have the right either to cancel this lease and declare the same null and void or to continue in the possession of the remainder of the same under the terms herein provided, except that the rent shall be reduced in proportion to the amount of the premises taken. All damages awarded for the taking of the fee of the premises herein leased and any compensa- tion for the diminution in value of Lessor's leasehold interest shall belong to and be the property of Lessor and all damages awarded for the diminution in value of the Lessee's leasehold interest and for the loss of business and the value of any build- ings, structures, improvements or appurtenances installed by the Lessee shall belong to and be the property of the Lessee. -g- I `' . ' ,'' t ;:. Seventeenth.. It is mutually understood and agreed that if any default be made in the payment of the rental herein provided, or in the performance of the covenants, conditions or agreements hereof, or should the Lessee fail to fulfill in any manner the uses and purposes for which the said premises are leased as above stated, and such default shall not be cured within twenty- (20) days after written notice thereof, the Lessor shall have the option to immediately terminate this lease; and that in the event of such termination, the Lessee-shall have no further rights hereunder and the Lessee shall thereupon forthwith remove from said premises and shall have no further right or claim thereto, and the said Lessor shall immediately thereupon without recourse to the courts have the right to re-enter and take the possession of the teased premises, Eighteenth, The Lessee agrees that upon the termination of this lease by the expiration thereof, or the earlier termination as by the terms of this lease provided, the Lessee will peaceably yield up and surrender the leased premises and the whole thereof and allow the Lessor to take peaceable possession thereof: Nineteenth. It is mutually agreed that if the Lessee shall hold over after the expiration of this lease for any cause, such holding over shall be deemed a tenancy from month to month only, at the same rental per month and upon the same terms, conditions and provisions of this lease, unless other terms, conditions and provisions be agreed upon in writing by ,. the Lessor and the Lessee, Such holding over shall include any time employed by the Lessee to remove machines, appliances, and other improvements, during the thirty (30) day period hereinabove mentioned for such removal, Twentieth. It is :`mutually agreed that any waiver by the Lessor of any .breach of any one or more of the covenants, ,, . -10- a ,. _. conditions or agreements of this lease shall not be nor be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition or agreement of this lease, nor shall any failure on the part of the Lessor to require or exact full and complete compliance with any of the covenants, conditions or agreements of this lease be construed as in any manner changing the. terms hereof or to stop the Lessor from enforcing the full provisions heraof, nor shall the terms of this lease be changed or altered in any manner whatsoever other than by written agreement of the Lessor and the Lessee. Twenty-first. The Lessee agrees that in all activities on or in connection with the leased premises and in all uses thereof, including the making of any alterations or changes and the installation of any machines and other improvements, it will abide by and conform to all rules and regulations prescribed by. the City Charter of the City of Chula Vista, any ordinances of said City, including the $uilding Code thereof, and any general rules of the Harbor Commission of the said City and the Fire Department of the said City, and any appli- cable laws of the State. of California. Twenty-second. Zt is mutually agreed that any notice=~ or notices provided for by this lease or by law to be given or served upon the Lessee may be given or served by registered letter addressed to the Lessee, attention Corporate Secretary, at the leased premises, P.O., Box 878, Chula Vista, California, deposited in the United States mail, or may be served personally upon the said Corporate Secretary or any person hereafter authorized by it in writing to receive ,such notice; and that any notice or notices provided by this lease or by law to be served upon the Lessor may be given or served by registered letter -11- addressed to the Lessor at 276 Guava Street, Chula Vista, California, attention Administrative Officer, deposited in the United States mail or may be served personally upon said Administrative Officer or his duly authorized representative, and that any notice or notices given or served, as provided herein, shall be effectual and binding for all purposes upon the parties so served. Twenty-third. It is mutually agreed that time is of the essence of each and all of the terms and provisions of this lease and that this lease shall inure to the benefit of and be binding upon the parties hereto and any successors of the Lessee as fully and to the same extent as though specifically mentioned in each instance, and that all covenants, stipulations and agreements in this lease shall extend to and bind any assigns and sublessees of the Lessee. IN WITNESS WHEREOF, The City has executed the foregoing lease by and through the City Council of said City and the Lessee has caused this lease to be executed the day and year first hereinabove written. THE CITY OF CHULA VISTA By ~ ~~ ~~~ ®-/! ~or of City of Chu Vista ROHR AIRCRAFT CORPORATION ~} ~«U~ ~0~7 I HERESY APPROVE the form and legality of the foregoing lease this Z"~ .d ay of ~ l1~9h~.1~~~~~ City Attorney ~2- EX!?IBIT A. Description of Tidelands area to be leased by Rohr Aircraft Corporation, in the City of Chula Vista, County of San Diego, State of California: "Commencing at D'Hemecourt Nonument 107 on the Mean High Tide Line as re-established by the California Land Commission survey and as shown on the State Land Commission map titled "Survey of the Ordinary High Water Mark, Vicinity of Chula Vista", said map having been filed as Miscellaneous Map 217 on September 25, 1950 in the County Recorder's Office, County of San Diego, California; thence S 58°28'01" E 297.87 feet to the true point of beginning; Thence S 40032'01" E, 525.67 feet to Station 109; Thence S 38°43'31" e. 344.37 feet to Station 110; Thence S 30019'01" E. 392.8 feet to Station 111; Thence S 70°39'29" W. 102.56 feet; Thence S 19020'31" E. 327,58 feet; Thence S 72°05'29" 1V. 315.98 feet; Thence N 17054' 31" W. 153 2 40 feet to the true point of beginning." ..