HomeMy WebLinkAbout2014-04-15 Additional Information Item 5 I� 5
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LEASE AND IMPROVENIENTS AGREEA4ENT
[PROVENCE HOUSE PARKING]
This LEASE AND IMPROVEMENTS AGREEMENT ("Aereemenr-) is entered into
effective as of .2014("Effective Date ');by behveen the Cin�of Chula Vista,a
chartered municipal corporation(`Ciri�')and the Counri•of San Dieeo(`Countt�')�vith reference to
the follo���ing facts:
RECITALS
A. Cin�o��ms approsimately one(1)acre of real properq�H�ithin the Ciry and Rohr Park
located adjacent to certain real property ow�ned by County at 4370 SN�eenrater Road, commonlv
l:no��m as the"Pro��ence House"property. The real proper[}�subject to this Aereement is depicted in
Eshibit A [Property Description] attached hereto and incorporated herein by this reference (the
"Properh�"); and
B. Counh� desires to lease the Propem� to construct certain parking and trail
improvements thereon (the "ProjecY') in order to allow for and facilitate the operation of the
Pro��ence House as a re�ional event center ("E��ent Center"); and
C. Cih� has determined that the construction of the Project, the operation of the Event
Center and the additional consideration pro��ided to Cit}�by Count}�hereunder���ill pro��ide Cih�and
its residents a substantial public benefit, and,therefore; Cit}�is�ti�illine lease the Property to Countv
on the terms and conditions set forth herein.
AGREEA'IENT
1�'OW. THEREFORE. in consideration of the abo��e recitals. the covenants, conditions and
considerations contained herein, and for other eood and valuable consideration, the receipt and
sufficiency of ti�hich the parties hereby acknowledge. Cin� and County hereb�� agree as follows:
SECTION 1: LEASING CLAUSE AND RIGHT OF ENTRY
1.01 Lease. Subject to the terms and conditions contained herein, Ciry hereby leases to
Counh�and Counp-hereby leases from Cit��, the Property. The Property is described in Recital A.
above, and depicted in Exhibit A [Property Description] attached hereto.
1.02 Access for Construction of Imnro��ements and A7aintenance. In addition [o the
lease riehts described in Section 1.01, above, during the term of this Aereement. CiR�also grants to
Counri�a license over and across the City propem� located immediately adjacent to the Propem-;to
be used, as reasonabl}� necessan�, for the construction and maintenance of the Project.
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1.03 Use. Counn�'s use of the Propem� and the Project shall be for parkin� and related
uses that facilitate the operation of the Event Center, and for trail uses related to Rohr Pazk. and for
no other purposes whatsoever ti�ithout prior�aritten approval of the Cih�.
1.04 Resen•ation of Riehts. City shall not unreasonably or substantially interfere with
Counri�'s use of the Propem�while County is in possession thereof. Howe��er,the City specifically
retains the follo���ine rights: .
a. Subsurface Rights. Cih�hereby reseroes all rights, title and
interest in an��and all subsurface natural gas.oil.minerals and«�ater on or���ithin the
Propem�.
b. Easeme�ts.Cin�resemes the right to grant and use easements
or to establish and use rights-of-wa}� over, under, along and across the Propem� for
utilities;thoroughfares.or access as it deems necessary for the public good;provided;
however, in Cin�'s use or grant of use of the Propem� for such purpose(s) (1) Cit}�
shall exercise best efforts not to interfere���ith the County s use of the Propem�and to
mitigate any adverse impacts thereon; and (2) except in the e��ent of an emergency
(�+�here prior notice ma�� not be possible): Cip� shall provide Counq� a minimum of
sixn� (60) da}�s prior notice before an}� such use.
c. Right to Eoter. Cin- has the right to enter the Propert}� as
necessarv for the purpose of performine maintenance, inspection, repairs or
impro��ements,or developing municipal resources and services_that either remain on
the Propem�, or aze located on City's adjacent propeRies.
SECTION 2: TERM
2.01 Initial Term. The initial term ofthis Agreement(`Initial Term ')shall commence on
the Effective Date hereofand shall expire on December 31,2035,unless earlier terminated pursuant
to the pro��isions hereof. The Initial Term, together ���ith any Estended Term shall be referred to
herein as the "Term."
2.02 Extended Term. Upon the expiration of the Initial Term,the County may request to
estend the term of the A2reement for nvo successi��e terms, the first for an additional fifteen (1�)
vear period, the second for an additional ten(10)��eaz period (each; and collectively,the"Extended
Term"). ln order to exercise its option for an E�tended Term,Counri�shall ei��e written notice to the
City Manager of its request for an estension no later than ninety(90)days prior to the expiration of
the then effective Term. The County's option notice letter shall reference the provisions of this
Agreement described below�which eive the Ciri�Manager thirty(30)days to respond to the request.
Cin�Manager shall esercise his/her reasonable discretion to approve or disapprove Count}�'s request
in H�riting within thirty (30) days of receipt of Counn�'s notice. Cin� Manaeers decision shall be
made in good faith based on County's record of compliance ��ith the Lease terms; compatibility of
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Event Center uses �ith Rohr Pazk uses. and other reasonable factors. So lone as Counri�'s notice
conforms�aith the requirements of this Section, Citi�Manager's failure to respond within this time
period shal l be deemed his/her approval of the Estended Term. If the City Mana�er disapproves the
County`s request to esercise its option to e�tend the Term of this Agreement, the reason for
disapproval shall be outlined in in the Ciri�Managers response letter,and the Counh�and Cin�shall
meet and confer to use their best efforts to resol��e the issue prior to the expiration of the then
effective Term. Ifthe issue is resolved to the satisfaction ofthe Cin�Manaeer priorto the expiration
of the then effecti��e Term; the Counh�`s request for the Estended Term shall be deemed approved.
Unless otherti�ise mutually agreed by the parties in u�riting, all terms and conditions in the
Agreement shall remain unchanged and in full force and effect during the Extended Term. Future
extensions beyond the planned Extended Term shall be negotiated in good faith by both parties prior
to termination.
2.03 Holdo��er Teoancv. In the e��ent the Counri�elecu not to extend the Term but retains
possession of the Propem�upon the espiration ihereof;ti�ith the Ciri's consent the Counh�'s tenancy
shall be con��erted to a month to month arrangement,subject ro termination bv the Ciry upon one(I)
months �vritten notice. but otherN�ise on the same terms and conditions then in effect.
2.04 Surrender. Upon the termination of this Agreement; Counn� shall surrender the
Propem�to Cin�in its Project improved state, lien free, in good condition, reasonable ti�ear and tear
excepted. Such improvements shall become the propem� of Cit}�.
SECTION 3: CONSIDERATION
In consideration of Cin�'s agreement to the lease of the Propem�, Counn�agrees to pay and
pro��ide City the follo�ain2:
3.01 Annual RenL County shall pav Cin-annual rent in the amount of one dollar(S 1.00)
per}�eaz payable on Januan� 1 of each yeaz durine the Initial Term and, if applicable, the Estended
Term; and in addition hereto. County agrees to do and perform the other covenants and conditions
set forth herein. At Counp�'s option, Counry may prepay the rent for the entire Initial Term as a one-
time lump sum payment within thirty(30)da�-s after the Effective Date or,ifapplicable,Counn�may
prepay the rent for the Extended Term as a one-time lump sum payment within thim�(30)days afrer
the commencement of the Extended Term.
3.02 Proiect Impro��ements Construction and Use.
(1) By, on or before June 30th, 201�; Count�� shall construct the Project on the
Propem and any adjacent County property necessan�to implement same. The Project shall contain
the impro��ements described on Ezhibit B [Project Description] attached hereto and incorporated
herein by this reference. The Project shall be constructed and maintained by County as provided in
Section � of this Aereement.
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(2) Tlvouehout the Term, Counh�, its subcontractors and invitees shall have
exclusive access to Project parking spaces in connection with Event Center use and operations
durine all times Hfien a reservation has been made throueh the Counri�for an event or activin�at the
Event Center. Not���ithstandine the foregoing.tivoughout the Term;City and the general public shall
have priorih� access to Project pazking spaces for access to Rohr Park during reeular pazk hours at
times ��fien there are no events are scheduled at the Event Center. A eeneral protocol for
coordinating each n�pe of access to Project parking spaces is attached hereto as Ezhibit C [Pazkine
Space Use Allocation Protocol]. At the request of either pam�. Counri� and Ciry shall meet and
confer from time to time during the Term in order to resolve and/or to de�•elop more specific rules
and procedures to address parking space use conflicts bet���een the Event Center and Rohr Pazk.
3.03 Lump Sum Pavment for Cih� Out-Buildin¢ Impro��ements. Bv no later than ten
(10) days after the Effective Date, Counh� shall pay Citi� the lump sum of thim thousand dollars
(530,000). Citv aerees to use this amount �+�ithin nvo ��ears afrer the Effective Date to improve the
Ciri�"out-buildine ']ocated immediately south of the proposed E��ent Center("Cin�Out-Buildine').
Citv's current intent is to impro��e the City Out-Building for its ultimate use as a concession stand,or
another ri�pe of facilin�beneficial to Rohr Park users.
3.04 Cih�Use of E�•ent Center. Cin�shall have access to and full use of the Event Center
up to four(4)reservations per yeaz for Cin�sponsored events. at no cost; pro��ided that Cin�shall be
responsible for its owm costs for set-up and clean-up. Proposed City reservations will be subject to
Counrv approval; provided,however,Counn�agrees to eaercise best efforts to accommodate City's
proposed event dates. City shall schedule use of Event Center throuoh the Counp� of San Diego
Department of Pazks and Recreation. Ciri�'s resen�ation shall be based on current availability at the
time ofthe request. Existine Event Center resen�ations shall be honored and City may need to select
alternate dates and times if a conflicting resen�ation has alreadv been made. Cin�shall comply w�ith
all applicable Event Center rules and regulations.
SECTION �: PURPOSE
d.01 Purpose. Counn� shall use the Propem� solel�� for the followine purposes: (1)
constructing, maintainine and operating thereon; at the Counri�'s sole cost, the Project ���hich shall
pro��ide needed pazkine spaces for the Event Center and, subject to the provisions of Section 3.02
herein, abo��e, parking and trail improvements for Rohr Park and communin�trail users; and(2)all
reasonable and la„�ful purposes incidental thereto. No other use of the Property shall be permitted
«ithout the prior �ti=ritten appro��al of City �vhich may be withheld in its sole and unfettered
discretion.
SECTIO\`5: CONSTRUCTION,MAINTENA\'CE Al�`D OTHER RESPONSIBILITIES OF
COUNTI' WITH RESPECT TO THE PROPERTY AND PROJECT
5.01 Site Improvements. Countv shall construct the Project in accordance ��ith design
plans reasonably appro��ed bv City in ad��ance. and in accordance w�ith all applicable Counry codes
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and regulations.
5.02 No Other Impro�•ements without Prior Ciri� Apnro��al. Count�� shall not mal:e
other material improvements or additions outside the scope of the Project to the ProperR� �vithout
prior ti�ritten appro��al of the Cip� Manager or his designee.
5.03 Liens. County shall keep the Propem�and its impro��ements free and cleaz from any
liens arising out of the���ork performed,materials fumished, or oblieations incurred bv Counn�or its
contractors in connection therewith. Failure to keep Property free of liens shall constitute a major
breach and default, of the covenants of this Aereement and be erounds for termination bv Cih�, at
Cin's sole option.
5.0� Counri�'s Alaintenance Oblieation. Counri�agrees to accept full responsibility for
the maintenance and repair of the Propem�and the Project including landscapine, and any adjacent
areas or impro��ements damaged by Counn�, County's contractors or in��itees use thereof. Count��
shall, at Counn's sole cost and espense, keep the Propem�and the Project and every part thereof; in
good condition and repair; comparable to other propeR}� held b}� the Cih- in the general vicinin�.
City shall have no obligations to alter, remodeL repair. decorate, or paint an}�structures or Facilities
located upon the Propem�.
5.05 Utilities. County covenants and aerees that all utilities and services necessan�for the
use of the Properh�and the Project shall be provided and paid for by Counri�.
5.06 Possessorv Interest Tax. Counp- understands that the Propem� may be subject to
possessory interest tas. Counri- shall be responsible for the pa}�ment of, and shall pay before
delinquent, all ta�es, assessments and fees assessed or levied upon County; on premise or any
interest thereon.an��buildin2,structures;machines,appliances or to the improvemenu ofany nature
���hatsoever or anv interest therein,or by reason of the business or other activities of Counri�upon,or
in connection with the Propem�. The failure of Counri� to pa}� such le��ied ta�, resultine in the
establishment of a tai lien by any taxing agency, shall constitute a major breach. and default, of this
Aereement and constitute grounds for recovery of possession by Cin�.
5.07 Damase and Destruction. If during the Term of[his Agreement the Propem�or the
Project are damaged or destro��ed, in whole or in part;and if such damaQe materially interferes w�ith
County's use of the Propem�, County shall,at its sole espense;repair the damage and this Agteement
shall remain in full force and effect, provided that such repairs can reasonably be eYpected to be
made H�ithin one-hundred hi•enty (120) days from the date County commences to repair such
damage,or such reasonable time as required to remedy the damage("Repair Period")in compliance
with applicable la���s and regulations.
Any repairs undertal;en pursuant to this section shall be diligently pursued to completion bv
Counri�. Prior to commencine such repairs, Counn� shall ei��e Ciri� an estimate of the time ���ithin
which such repairs are e�pected to be completed.
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If. in the sole judament of Counn%s Lease Administrator.the Propem�cannot reasonabl��be
expected to be restored ti�ithin the Repair Period, or such reasonable time as required for such
restoration,to substantially the same condition they were in before the damage occurred,Counn-may
terminate this A2reement by notice to the Cit�� given sixh� (60) days afrer such damage or
destruction;provided,ho�=ever, in the event of such a termination,City shall ha��e the rieht to require
Counp�to retum the Propem�to the condition it was in prior to Counh�'s construction of the Project.
prior to Counri�'s return of the Propem�to the City.
[f the impro��ements on the Propem� aze, in whole or in part, ruined bv a calamin- or a
progressi��e degenerative process, the Cin� shall be under no dun�to the County to undertal:e any
repairs or provide substitute or replacement facilities during any repair or reconstruction of the
Property undertaken b�� Counn�; or to pay the rental ��alue thereof; reeazdless of cause of the
damage ro the Property. I�'othing herein shall be deemed to relieve the County for damaee to the
Property it may have otherti�ise caused.
5.08 Anti-Discrimination and ADA. Counri�. for itself and its successors and assiens.
aerees that during the occupancy and use of the Propem-. Counh� will not, with respect to its
operation of the Propem�,discriminate aeainst any person because ofrace,color,creed,religion,sex,
sexual orientation; marital status, age, handicaps, ancestr}� or national origin. In addition, in its
construction of the Project for use as pazkine for Rohr Park. Counn� agrees to comply ti�ith all
applicable provisions of the Americans ���ith Disabilities Act, and the reeulations promulgated
thereunder.
SECTION 6: RESPONSIBILITIES OF CITY
6.01 Cih�'s 114aintenance Oblieation. It is intended by the parties hereto that Ciri�has no
obligation, in any manner ��hatsoever, to repair and maintain the Propem� nor the structural
improvements.including any buildings,now located or to be constructed thereon,nor the equipment
no��� located or to be constructed therein. «�hether structural or non-structural, all of which
obligations are intended to be that of the Counn�, unless othenrise pro��ided for in this Agreement.
Counn� expressly wai��es the benefit of any statute noti�, or hereinafier in effect which �vould
otherw=ise afford Counn�the right to mal:e repairs at Cip�'s espense or to terminate this Aereement
because of Cin's failure to keep the Propem� in eood order. condition and repair.
SECTION 7: COA7PLIANCE �i'ITH LA�'1'S AND REGULATIONS
7.01 In General. Counh�aarees to design, construct, maintain and operate the Propem�
and the Project in compliance�ti�ith all applicable federal, state and local la�i�s, rules and regulations
applicable thereto.
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SECTION S: CONDITION OF PROPERTY
8.01 Acceptance of Proaerh�. Counn�hereby accepts the Propem�in its"as is'condition
esisting as of the Effecii��e Date or the date that Counn�takes possession of the Property,whichever
is earlier, subject to all applicable zonine; municipal, counp� and state laws; ordinances and
re�ulations govemine and regulatine the use of the Properq�. and am� covenants or restrictions of
record and accepts this Aareement subject thereto and to all matters disclosed thereby and by any
e�hibits attached hereto. Counn� acl:no���ledges that neither City nor Ciri's aeent has made any
representation or���arrann�as to the present or future suitabilit��of the Propem�for Counry's intended
purpose. Specificall��,Counn-ackno���ledges the proximiri ofthe Propem�to Rohr Pazk and accepts
all risks associated therewith.
8.02 Hazardous Materials. Furthermore, City mal:es no representations as to the
possibilit�-oFhazardous materials or to�ic�ti�aste beine located on the Propem�. Counri�has the right •
to inspect and conduct soil tests and studies to thereby determine that the soil's condition is
satisfacton� for Counri�'s intended purpose.
SECTION 9: SUSPENSIO\� OF OPERATIONS
9.01 Failure to A7aintain and Oaerate. In the event that Counri� fails to maintain and
operate Propem�for the principal purpose for which the same are hereb}�demised or fails to maintain
reasonable and adequate supervision and maintenance of Property . the City shall notifi�Counn� in
���riting. County shall remed��any such faults or defects as soon as practicable, but in no event later
than ninen� (90) da��s afrer �+ritten notice from the Cin�.
9.02 Failure to Correct. All of the conditions and co��enants contained herein to be
performed b}� Counn� shall be deemed to be conditions of Count��'s right to possession of the
Propem�. If afrer ninety (90) days �ti�ritten notice to County, any default in said conditions is not
remedied or corrected or performed to Cit�'s satisfaction. City and Counn�shall meet and confer to
determine a satisfacton�solution. If a satisfactory solution cannot be reached after good faith efforts,
Cin� shall have the rieht to pursue any and all rights and remedies available at law or in equih� to
enforce the Aereement.
9.03 Abandonment. In the event that Counh� abandons Propem�, the Ciri may elect to
terminate this Agreement. Abandonment is herein defined to include(a)any absence of Counn�from
the Propem�for nineq�(90)days or longer�i�hile in default ofan}�pro�•ision ofthis Agreement escept
��fiere escused by law or circumstances beyond Counri�'s convol, or (b) no use of the Propem in
support of Event Center operations for a period of three (3) consecuti��e �-ears.
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SECTION 10: REPRESENTATIVES OF PARTIES TO AGREEA7ENT
10.01 Cih� Renresentatives. City designates the Cih� Manager or his/her desienee as its
representative in all matters under this contract(escept execution hereo fl and all notices given to the
City shall be so addressed to the above desienated representative as follo���s:
Ciri� of Chu1a Vista
Attention: Cin� Manager
276 Fourth A��enue
Chula Vista, Califomia 91910
V�'ith a cop}� to:
Citv of Chula Vista
Attention: Cih� Attome��
276 Fourth A��enue
Chula Vista. California 91910
10.02 Counh� Renresentati��es. Counri� designates the Director; Department of General
Sen�ices as the Counn�'s Lease Administrator of this contract. All notices sent to Counri� shall be •
addressed as follo���s:
Counri� of San Dieao
Attention: Director, Department of General Services
��60 Overland Avenue
. Suite 410
San Diego. Califomia 92123-1294
V�%ith a cop}�to:
Countv of San Dieeo
Attention: Director Department of Parks and Recreation
»00 Overland Avenue
Suite 410
San Diego. Califomia 9212.i
and a cop��to:
Counn� of San Dieeo
Attention: Count�� Counsel
1600 Pacific Highway
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Room 3�5
San Dieeo. Califomia 92101
10.03 Notices. Communications shall be deemed to ha��e been given and received on the
first to occur of: (i)actual receipt at the offices of the pam�to w-hom the communication is to be sent.
as designated abo��e: or (ii) three business days following the deposit in the United States mail of
certified mail; postage prepaid. retum receipt requested, addressed to the offices of the pam� to
whom the communication is to be sent, as designated above, or (iii) acival receipt if made by
recognized reliable courier sen�ice who maintains a receipt of delivery.
SECTION 11: ASSIGNAIENT
11.01 Consent Reauired. Neither this Agreement nor an}�duties or obligations hereunder
pertainine to the Propem�or the Project shall be assignable by Counn����ithout prior written consent
of the Ciry; �i�hich consent may be ti�ithheld in the reasonable discretion of the Ciri�. In the e��ent of
an assignment by Counh� to which the City has consented, the assienee or its leeal representative
shall aeree in�i�ritin2 with the City to assume.perform, and be bound by the covenants;obligations,
and aereement contained herein. Any consent to an assi�nment shall not, in the absence of espress
provisions to the contran�.constitute a release ofthe Counri�from the provisions ofthis Aereement.
SECTION 12: SUCCESSORS AND ASSIGNS
12.01 Bindioe Assignment. Subject to the provision regazdine assignment and sublease,
this Agreement shall be binding on the heirs, executors, administrators, successors, assigns and
sublessees of the respective parties.
SECTION 13: INDEA'il�'ITIES AND INSURANCE
13.01 Indemnih�. To the ma�imum e�tent allowed by law;Couniy shall defend,indemnify,
protect and hold harmless Cin� from and against any and all claims arisine from Count}%s use of the
Propem�(includine specificall�-,but not limited to,deposit of toxic or hazardous material in or about
the Propem�; or uses of such material in any structure on the Propem�) or from the conduct of
County's business or from any activin-, work or thines done, permitted or suffered by Counri in or
about the Propem�or else���here and shall further indemnif}�and hold harmless City from and against
an}� and all claims arising from any breach or default in the performance of any obligation on
Counri's part to be performed under the terms of this Agreement,or arisine from an}�negligence of
the Counry, or any of Counh's agents, contractors, or employees, and from and aeainst all cost,
attomey's fees, expenses and liabilities incurred or associated �i�ith any such claim or any action or
proceeding brought thereon;and in case any action or proceeding is brought aeainst City b}�reason of
any such claim; Counh�upon notice from City; shall defend the same at County's expense. Counn=,
as a material part of the consideration to City,herebv assumes all risk ofdamage to property or injury
to persons, in, upon or about the Propem� arising from any cause and County hereby waives all
claims in respect thereof against Cih�. Counh�'s indemnity obligations under this Section shall not
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extend to claims arisine as a result of Ciri's. or any of Ciri�'s agents,contractors or employees, sole
neglieence or sole willful misconduct.
13.02 Esemption of Cih�from Liabilih-. Countv hereby agrees that Cit'v shall not be liable
for injun-to Counri�'s business or an}� loss of income therefrom or for damaee to the goods; ���azes,
merchandise or other propem� of Counri�; Countv's emplo}�ees, invitees; customers. or anv other
person in or about the Propem�,nor shall Cin�be liable for injun-to the Counn�,County's emplovees,
aeents or contractors, whether such damaee or injury is caused b�� or results from fire, flood, rain,
���ater, steam, electricity,gas;or from the breal:age, leal:age,obstruction or other defects ofthe land,
gradine, elevation of the land,pipes, N�ires, appliances.plumbing, or from any other cause,�ahether
the said damage or injury results from conditions arising upon the Propem�or from other sources or
places and re�ardless of whether the cause of such damage or injury or the means of repairine the
- same aze inaccessible to Countv. City shall not be liable for any damages arising from activities
occurring at Rohr Park or the adjacent trail.
13.03 Counh�'slnsuranceOblieations. CounrymaintainsapolicyofAll-RiskInsurance
coverine the Count}%s improvements, personal propem in the Property. includine anv fistures or
equipment in the Propem� o«med by Counn�. The Counh� utilizes a program of self-funding �i-ith
regazd to an}� liabilin� it ma}� incur for personal injun� or properq� damage arising out of its use or
occupancy of the Propem�or the improvements thereon.
SECT[ON 1�: SUBLEASES
14.01 Appro��al ReQUired. Counp�shall not sublease or license any ponion ofthe Property
or the Project without prior written approval of the Ciri� Manager or his desienee. Such approval
shall not be unreasonabh� �vithheld or delaved. In the event of a sublease bv Counri�to which the
Ciri� has consented, the sublessee or its legal representative shall agree in �rriting with the Ciri� to
assume, perform, and be bound by the covenants, obligations, and agreement contained herein.
Counn�resen�es the right to transfer,assien,sublease or license(collectivel}�,"transfer")its interesu
in the Event Center property or operations "�ithout Ciri� consent, so lone as such transfer does not
include riehts or interest in the Property or the Project.
SECTION 15: GENERAL PRO�'IS[ONS
15.01 Entire A2reement. This Agreement supersedes am�prior a�eement and contains the
entire agreement of the Parties on the matters co��ered. I�'o other agreement, statement or promise
made b��any Pam�or bv anv employee,officer or agent of any Party that is not in���riting and signed
by all Parties shall be bindine. Neither this Agreement nor any pro��ision hereof may be amended,
modified. ���ai��ed or dischazeed except b�� an instrument in writing executed by the party against
���hich enforcement of such amendmen[, wai��er. or discharee is souaht.
15.02 Go��ernin¢Larr•Nenue. This Aoreement has been executed in and shall be govemed
b��and construed in accordance H-ith the la�+�s of the State of Califomia. Anv action arising under or
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relatine to this Aereement shall be broueht onl}� in the federal or state courts located in San Dieeo
Counp�, State of Califomia.and if applicable;the Ciri�of Chula Vista,or as close thereto as possible.
Venue for this Aareement and performance hereunder shall be the Cirv of Chula Vista.
15.03 In��alidih�. Ifany term,covenant,condition or provision ofthis Aereement is held by
a court of competent jurisdiction to be im�alid, void or enforceable, the remainder of the pro��isions
hereof shall remain in ful] force and effect and shall in no �ti�ay be affected, impaired or invalidated
therebv.
15.0� Breach. Counn�'s refusal or failure to meet its obligations under this Aereement shall
be deemed a breach of this Agreement, and in such e��ent. Cin�shall pro��ide notification to Counp-
and pro��ide Counn�nineh� (90) da}�s to remedy the breach. If Counn�fails to satisfactoril}�remed}�
the breach, City and Counri� shall meet and confer to determine a satisfactory solution. If a
satisfactory solution cannot be reached afrer good faith efforts,Cit}�shall have the right to pursue any
and all rights and remedies available at law or in equih�to enforce the Aereement.
15A5 �i'ai��ers. The���aiver by one Pam�of the perFormance ofany co��enant,condition or
promise shall not in��alidate this Agreement. nor shall it be considered a�vaiver b}•him of any other
covenant, condition or promise. The ti�aiver by either or both Parties of the time for performing any
act shall not constitute a waiver of the time for performine an}�other act or an identical act required
to be performed at a later time. The esercise of any remedy provided in this Agreement shall not be a
�ti�ai��er of any consistent remedy provided b}� law, and any provision of this Agreement for any
remedy shall not e�:clude other consistent remedies unless the}� aze expressl}� excluded.
15.05 Condemnation. If the Propem�or any portion thereof aze tal:en under the po�ver of
eminent domain,or sold under the threat ofthe ezercise of said power(all of�ahich are herein called
"condemnation"); this Aereeme�t shall terminate as to the part so tal:en as of the date the
condemnine authorin�tal;yes title or possession. u�hichever first occurs.
(End of paee. Ne�t page is Signamre Page.)
11
[SIGNATURE PAGE TO LEASE AND IMPROVEA4ENTS
AGREEI7ENT]
[PROVENCE HOUSE PARKII�'G]
CITY OF CHULA VISTA COUI�'TY OF SAN DIEGO
B��: Bv:
Chen�l Cox April F. Heinze, P.E., Director
Mayor Department oF General Services
ATTEST: Approved as to form and leealin�:
Bv:
Donna Norris. Cih� Clerk David Smith.
Senior Deputy County Counsel
APPROVED AS TO FORM BY
Glen R. Googins
Cit�� Attomev
12
EXHIBIT A
Propertv Description
[To be attached]
��
.r
.:� �
EXHIBIT B
Proiect Description
The County of San Dieeo proposes to construct improvements on City of Chula
Vista, Rohr Park land adjacent to the Provence House, located at 4370 Sweetwater
Road. The project ��ork includes parking lot construction and trail improvements.
The new parking lot will be located just west of Provence House. The parking lot !
�vork will include grading, paving, striping and associated appurtenances to
construct a connection to the existing Provence House paving and a ne�v parking
lot. The finished parking lot will contain approximately 30 to 35 paved parking
spaces. The trail improvements will occur around the perimeter of the Provence
House and the new� parking lot. The trail w�ork will include grading, construction of
an 8' wide Decomposed Granite trail, construction of a trail fence and associated
appurtenances
]4
EXHIBIT C
Parkin� Space Use Allocation Protocol
l. County shall have exclusive use of the Project parking spaces for
reserved/scheduled activities at Event Center. County shall be responsible
for opening and closing Event Center gate for these events and controlling
access for participants of activiry at Event Center.
2. On a monthly basis, at a minimum, and prior to any reserved/scheduled
`' ' activities at Event Center, County shall provide City �vith a list of
reserved/scheduled activities at Event Centec
I3. City and the general public shall have prioriry use of Project parking spaces
when there is no activity scheduled at the Event Center.
4. County shall open Event Center gate for priority City and general public
use/access of Project parking spaces on ���eekends (including Friday and
Monday holidays) and, upon Ciry request, during the week, when no event is
scheduled at Event Center.
�. City shall close Event Center gate on weekends (including Friday and
Monday holidays) and on weekends where City has requested the gates be
open, at same time Rohr Park gates are closed.
6. The City and the County shall meet periodically to discuss the parking
protocol to address any concerns either parq� may have during the term of
this Agreement.
1�