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HomeMy WebLinkAboutAT & SF Railway Company; 1986-05-01; 175533--_.-. ------ ___I_*I_-e -- I* >.“.i ^ -...*>.,;.~ .,.,, x.9_ *.> )(,,, I ,. ,,?... ., -. ./,. --, - .,, I < _._. _*, . ^, .- ._. - *. -4 1 . . I . . I . , 11000258-26 !RfIS tLt&SE, made as of the 1st day bf %iy 19136, between THS ATCHISW, TWSM AMD SAUTA PE lUlLWAY COHWW, a Delware corporation (hereinafter called “Lessar’“) and CITX OF CIIIEW, (h&reinaftar, whether one party or momI called %easee”? . Far and in cansideratian of the rental and bf th@ eovmants and agreements hereinafter contained, the parties hereto agree as fallows: 1. m?#l Leesar hereby leastas ta Lessee , dntbjest to thr rights and aasemants hereinafter excepted and reserved and upon the terms and conditions hereinafter set forth, the land (hereinafter called “Prtises”) situated at or near Gsrlsbad, Ccrunty of San ftiegcr, State of Cafffamfk\, ~1s described w shown cm print hereto attached, NO. l-04444, dated December Xl 1 1985, marked Exhibit “A”, and madn a part hare&* for a term beginning on Hay 1, 1986, and continuing thereafter cm a menth-to-month basis, unless or until this Lease shall be tarminatad as hereinafter pravided, 2, EXISTRIG PACfLrPIS3 Lessor hereby excepts and reserves the right, ta be exercised by Lessbr and by any 6tbers who have obtained or may obtain permission or authority from Lassor to to do, to: (a) Operate, maintain, renew and rsalacate any and all existing pipe, power and cam- munication ifnes and appurtenances and other facilities of like character upon, over or under the eurface of Premises; and (b) Construct, Operate, maintain, renew srnd relocate such additicrlzal facilities af the same character as ~111. not unreasonably interfers. with Lesaeefs use of Pranzisas as speeif fed in Section 6 heraof. Lesssree shall pay to Lessor for the use of the Pre&ae% rental as foll6us: “(al Subject ta Swhaaction 3(c) balaar, the base rent shall be 81% #Kindred sixty-Five and Mo/lOU Do&ws (S&63.WII per mm-&b payable, for convmSevlca only, tmnually in advance withollxt demand. Said base rent shall bet adjusted annually in R0Y. fC86 (H4twClM) -l- + . I.(.. ^ _. “.,” ., - *. . 1 , ,. . . ._ I ,..,.. .t, _, .,^._,._ ” . . “. , _ . I_., /, . . A -8 . . ’ ,” raccordanca with Subesction 3(b) below, lent for any fractional ,mnth at the beginnin or end of the contract tam shall be prorated. Rent. ia due and owing on or be B ore the date this Coutmct cmmmoes and themafter shall be payable on or before the first day of each ylear during the mntraet tam, Upon termination of this Cmtract, unless Lasrsee ie then fn default, any unearned portion of said rental, paled in advancs, wfll be refunded to Less- upon written demand by Lessee therefor mode within thirty (301 days followkng termination. 013 Comsmncfng on the first annual anniversary of than first dlay of the first full calendar mnth af the 1ease and a3.l annual anniveesarfes of such date thsreaftac, the base rental shafl be adjustcsd in arxordanee with the changes in the Consmer Price Index indfcatad 3rn the colum frrt Urban Wage Eamcal*s and ClerPcal Work&m, U.S. city average, (hereinaf tar calbd the “Index”), pubfished by the Bumm~ of Lax&w Statistiics, U,S. Genattmer Prim Indetx from the basa %ndax number to the’curmnt index number. The index nmber fndicated fn the colum for Urban Wage garners and ClarfcaL Workers, ernitit.led “all ftems” I for the period moot recently released prior to the anniversary date fn the previ.ous calendar year , shall be the ‘%ase index number” and the corresponding index mmbec for the period mst recently released prior to the amual anniversary of thfr Lease shall be the “current index nmber” . The cwrrmt index number shall be divided by the base index number, to fom the rantal adjustmmt factor. Tha new base rent aball be datemtinsd by multfplying the thm currant base rent by the rmtal adjuatsmt factar and this figure shall be rounded to the nearest bs.aa* The new base rant, as so detemimd, shall be due and payable in accordames with Subaeetion 3(a) above. 32~ no events , however, shall mch new base rent be less than the than current baee rent, Tf publication of the Cozmmer Pric.e Index shall b diaoantinued, the parties hereto shall thereafter accept comparable statistics on the cost of living for Urban Wage garners and Clerical Workers f as they shall be computed md published by an agency of the United States or by a rasponsfble ffnaneial periodical of I-ecognited authority them to br selected by the Lessor. Xn the avant of (1) use of comparabla statistics in place of ths Consumer Price Index as above smtfoned, or (21 publication of tha Index figure at other than quarterly intervals, there shall be meh revisions as the cirmnmtancss my require to carry out the intant of this provieion. Lessor may, at its sole dSrscration and in conjunctfort with its ovsrsll rental ad$ustmnt program, use index nmbers in the colum for All Urban Consmre, V,S. city average, entftied “all items”, or such silailar index that may be published in tha faxture to indicate statisthes emparable to tba indexes named above. . cc1 The base rental shall ba subject to raviskon at five-ysar fntarvals to adjust Barn to a fair @ark& value baoie. Lsasee covenants and wamants that Lessee either owns, or has obtained frora the owmr or ownem ,thereof the right to use, any 3sagrmmmnts now on the Premises shown or dascrflwd Rev. Z/86 u44um/eaCi 1 -2% on said mhibit “A” sip “LmBe8’s Paxblting fmpmv8faants”. 3uch inlpmvemmtr ) if my, together wkth any other ~rovements and/or personal propirertp* hemfter placed upon th8 Pr&aes by or far account of LeEsseas Bre herainlefter eslled “Impsovmtsnte”. to) ~oa;lss shakl we 42~~ Prearissrr lamlusiwe3.y a@ B si4a for vehisle parking purpoeece * Lesoee, covsnante that It will not treat, store or dispase ef on the Prsmises Hhazardms waste’* or “haxsardaus substances”, as “hmmxiaus waste” md “ha~ardrms substmcss” may now ar in tbs futu~8 be dsftngrd by my fedasrel, state, or laca2 governmental agency or body. ln the e~cmt the Premises am now or hn the future used in gmmating, handling, or Craahspartfng of “haeardou$ waste” or. “hazrrdous substsz’mm‘, Lwmrae sgmtbsc fulZy to camply with a31 applicable fednra1, #tata, and lfxal laws, rules, regulatiane, c)rdms, decisbms and o~dinamces (herainafter referred to as “Standards”) concerning “hazs~dous waste” and %w%wdorta cwbstanccrs”. twame furthaw eqpms ~rarfodfcait9 ta furnish Leesor wdth pmmf, satisfactory to Lessor, that Lessee is in su;eh Compli~8. In any event, Lessbae shell allcw Lessor to enter upan the PremAses at r*eesunabls t&s far the ~W$WW af ~nsy#batfun. Should Lessee n& cosnpiy fulty with the abcm-statad obligstions of thfs Section, notwithstanding snything contained in my other prevision her8of, Leseor may, at its optic, terminate this Lease by serving ffve (51 day@* notice of teminatim upon Gessee3 but any waiver by Lessor of any breach of Lf%mmt!d obligations shell not Cxmatitute 81 wsfvar of th8 right to terfainate this Coerce for any subsequent breach which may occur, or to enforce any other prcivision of tNs Lease. Vpon tadnation, Lesme shall be governed by the two sections of this Lease regardfug LessceTs ssurrmdor of possession of the PkV%is8s. (b) #&w%thrstanding mything cantaSned ltn the lfebillty s8ecctitsns tkereof, in case of e breach of the obli~stiuno cantmined in tNs &M&m, QC my of thm, regard~ass of the negl9~enccr or 8lleged neglig8nce of Lassar, Lessee agrees ta 81s~~~ lfobility for and to sx+ve and hold harmlass Lesear frtm and ag&&st all injuries to any person snd dmeg8 to property, including without lititatfm, employrsa md proparty of tsgsdr and Lasses?, and all ra&&ed tmcpmms, hctuding wfthwt limitatkm attornays’ fees, investkgators* fess ernd litigst5on expenses * resulting in wbule ar im part from Lessee’s failure to ccm~ly tith any gtmdard iarsued by any goverfmmtal autharftp cmesmin~ hcna~dous substances sndlm hazmdous msta. Lesbeee, at its cust, shall &ssWW the. Qefense OF all cl&~, suits or actions brma@t far? dmmges, and fines or pema3tfae hereunder t rsgmdleco a4 whether they ers asserted against Lessor or Lesrsae l Lessee aisu agre8s to reimburse Lessor for all costs af any kind incurr8d as9 a rrissult of thle Lessee’s f&lure ts comply with this S~ectim, including, but not H&ted to, finssl penrclties, c3ean-ugp md disposal mmtt, and keig;zh% casts incurcedl 8s 8 result of L8ss8e~s generating, handUng, trmapo&fng, treating, staring, or disposing of *hmardous wmte*’ or %ezarduutJT fkUbstW%4?8s”’ on the Pmmiaas, R8V. Z/86 ow3lsm%) -3- -e-- ---- --- --, 4 - (c) It ia understood and agreed that a Lessee Who does not now, or in tb future, generota, handle, transport, treat, store or dispose of “hazardous waste” or %azardous substances”’ within the meaning of this Section, is not subject to the provision8 of Subsection (b) supra. (dl Lemme shall not use or permit the use of the leased premises fn any amnnec that will tend to create waste or a nuisance. In using the Premises, and in constructing, maintafning, operating and using the Improvements thereon, Leseee shall comply with any and all requiremmta &s&posed by federal or state statues, or by ordinance8, order8 or regulations of any gove m-mental body having jurisdiction thereover, including, but not limited to, building and zoning ordinances, restricting or regulating or prohibiting ths occupancyI use or enjoyment of the Pr48es or regulating the character, dinmn8ions or locatfons of any izaprovements on the PrenUes. Should any governmental biddy having jurisdiction in the matter require Lessor to dedfcate, restrict or otherwise encumber sny portion of the Premises, or any of it8 adjoining propertyp a8 a condition to approval of Lessee’s use of the Prem9ses, Lsssor may, if said condition fs unacceptable to Le8aor. terminate this Lease, Lessee covenants to properly notify Lessor accordfngly should any of the above occur. (a) Lessee shall pay before the 8ame become delfnquent all taxes, charges, rates, and assessments which may, during the term of this Lease, be levied upon, or assessed against, or be equitably chargeable to or assessed in resrpect of the fYQWOVkWMi4!lt8 ; and where any such tax, rate, Charge, or assessment may be embraced in the general amount of taxes charged upon the Premises separately o .,,” in connection with other property of Lesrsor and Leesor shall pay al2 of said “xy’c ’ u taxes, then Lessee 8h811 pmnptly repay or refund to Lessor the amount or part of the tax, charge, rate or assessment equitably or fairly apportionable to the Improvements. (b) In addition to the taxes and assessments specified above, Lessee shall pay to Les8or any privilega, sales, gross income or other tax (not including federal or state income tax) imposed upon the rental8 received by Lessor by any agancy bwing ths authority so to do. 7. CXmITIQIi w PRmsISES Lessee warrants that, prior to taking posseeslon 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. Lessee shall make no change or alteration in nor additions to Prtises without first obtaining the written conecant of Loseor. Rev. l/86 (134W/cD6) -6 Leseee .&all keep and maintain the Frwaisea and any and all Beprovemmta in conditim and repair satisfactory to Lessor and shsll not causa or permit any waste or nuisaaxze in, on or about Prein~res. Any and all necessary repaira sh%.ll b% xu%de at Gassee"s wpensc?l and Leawee hereby waiveo sll r*fght to make r%pafrs at the %xp%nse of Lessor. ff hmeta fsiils to make reapairs wit?& fift%en (15) days after notification in writing that repafrs are n%cesaary, L6kwar may make mch r%pairer a61 Llsssvr deem8 nec%ssary to maintain tIma in a cl%ml sightly, sanitary and good eondftion and Lame% agrs%s to promptly rabimlmree Lessor for the cost of rnsch repairs upon rracefpt of bill tharefor. (a) ltrrsaee shsll pay any and all charges fvr water, g%8, s-r, heat, light, peer and tel%phon% ServlPce aad all other s%rvice% supplied to or used on PrcauaidPes or aVaiI8ble. assaassd 69‘ taxed to pmmisas. Lelsoea agmmap thst Lessor shall not be r%qwired to furnish to L%ss%e %ny wst%r, gas, smer, beat, light, pow&r or Cel%pbone mm&% or any othabr facilitiss, equipment. labor, nater$ala or aearvfcater of any kind whatsoever. fb) Xf any utility ccmpamy requires a license or petit frm Lessor to crass pmp%rty of Lessor, other than Ptwmises, b%fore the aforesaid service% tibi be. provfdad, Leaese shall pay to Lessor the sum of 'p#ra )PurrzSred pifty and Mo/loO DoSlars <#2SC).OOI, or such other sum as Lessor aray fmm tiste. to teach put into erffect, to cover the exp%nse of preparing and procsarlring each snrch liccense or p%raFdt * t&seee shall, at ts8S%e's %xp%nse , er>ntttrUct aad thsrb8ftiezr mhktab 0 fMtC% or barrf.cade, of a type approved in wr9ting by L%s%or, along the bomdary linae of Pmmiacbs 8djoinling othmr property of Lessor. Lessee hall at all ti.ms us% and secupy Frtmisss $n such manner and shall adopt such aafsguards o&a will tiniraize fiz'% hazard to th% fuxlast extent possible CiBn8istetnt tith th% um3 of Pm&ass apecitied in gectim 6 braroof. <a) I;easars shall indtmnify and SW% hamales% Lessor against all loss, damage or exp%nse which Lessor my sustain, incur or become liable for,.fncluding loss of or damge to property or injury to or death of persons, fncludfng th% p%tson clr property of tIma psrt3%8 h%ret6 and thesr loyes, and finear or pmattfes imposed upon or assessed mg%inst Les80rl arisinhr; fn any nmmr out of: Il? The u8e of PrenWes by L%mme, iLht %n@aye8, lic&s%%s and invit%e%; R%V. 3/86 t3f4wGbb 1 -5- .------ -- --VT----------- --- -- (2) Any breach by L8ssee of the terms, covenants or conditions herein contain8d ; (3) The construction, aieintenance or location on Premises of Improvementa, utility lines or services; or (41 !fhe solo or cmtrfbuting acts or miasiona of Lessee or the employea, licensees or invftees of Leaaee in, on or about PreaaQaes or Inqrrovements, except that if Leaaor shall perticipate in any such contributing acts or omissions, then the 1086, damage or oxpenee miring therefrom shall be borne by the parties h%r8tO equally. tb) Leaaee shall alao Pndemnify and aave hamlea Lessor against 811 fines or penalties imposed upon or assessed egainst Lessor , reeulting frown the violation by Leactee of any statute or order of competent governmental authority. (cl Upon written request by Leaaor, Leesee ah-611 8aau6m the defenae of 8ny suit or action brought against Leaaor, &ta agenta or employes, alleging any claim for loss or danage against which it indemnifies Leaaor hereunder, and Lessee ah811 pay all expense, includfng attorneys' fee6, incurred by Lessee and/or Lessor in defending and settling 811 claima and liabilities againat which it indemnifies Lessor hereunder. Leasee oh811 promptly pay and discharge any end all lien6 ariakng out of any construction, alterationa or repairs done , suffered or permitted to be done by Lessece on Premisea and/or Improvmuents and shall indemnify Leaaor against any loaa incurred by Lessor on account of such liens. Leaaor 16 hereby authorized to post any notices or take any other ection upon or with reapeet to Pre&ses that is or msy 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 ahall not r8lieVe Lessee of any obligation or liability under this Section 15 or any other section hereof. (al Lessee ohall, st its Qxpen68, procure and keep in force at all timea during the term of this Lease, a comprehensive fora of inaurmce covering its liability, Including but not limited to, Public Liability and Property Dmuage, assumed by Lesaea under thi6 Leeae covering bodily injury to or death of peraot-16 and property dmge or deatruetGm, in the amount of $3,OOO,OoO.OO. Lessor ah811 be named aa one of the insured partiea. (b) All insursnee shall be placed with inaumnca coaqaniea licensed to do business in the State in which Preatises are located, and approved by Lessor. Lessee shall furnish Leasor with a certificate, or certificates evidencing such insurance. iEach policy shall provide thst it shall not be cancelled or tide nraterially changed unless at leaat thirty (30) days* prior written notice of cancellation or change shall have baan mailed by th8 insurance company to Lessor at the address deaignated on the signature page of this instrument. Rev. 1186 U44owcD6) -6 - w-C__ -i- - -- L8aaee ah811 promptly furnish L8eaor tith eertiffed copy of Said policy or polfeiea upon wrftten request from Lessor. T'he providing or furnishing of such insurance or evidence of such insurance shall not in any manner limit tha liability of Lessee under Section 13 hereof or any other provision of this Lease a Lessee shell not piace nor perwit to be placed on Premisea or Improvements any afgn not aoleiy for the purpose of advertlaing Leasee's business conducted on Premiaea, without having fir6t obtained the written consent end approval of Lessor in 88Ch instance. Upon request by Le66Or. Leerwe shall i6tmediet8ly remove any silgn or decoration which Leaaea ha6 placed or permitted to be placed in, on or about Premises or Xaqprovements which, in the opinion of Leaaor, fa objectionable or offensive. If Lessee fails to meke such removef, Lessor may enter Pre-mi6ea or Improvejnenta and remove said eign or decoration at Leaaee*a 8xpenae. Uotwithatending any other provlaiona of this Lease, teases shall comply with all stetutes, ordfnancea, rules, regulations, orders and decisions (hereinafter referred to es "Standards"), iaaued by any federaf, state or local govern6kental body or agency established thereby (hereinafter referred to a6 "'Authority"), relating to Lessee's uae of the Premises hereunder. In it6 us8 of the Prem~eea, Lessee shell at all times be in full compliance with all Standards, present or futur6 , set by any Authority, including, but not limited to, Standards concerning air quality, water quality, noise, hazardous substances and hazardous waste, In the event Lessee fail6 to be in full cwlfsnce with St6ndarda set by eny Authority, Leaaor atay, after giving raaaonable notice of the failure to Lessee, and Leaaee, within thirty (30) days of such notice, fails either to correct such noncompliance or to give written notice to the Lessor of its intent to contest the allegation of noncompliance before the Authority eetabliahing the Standard or in any other proper forum, take whetev8r action is necessary to bring the Premiees into compliance. Lessee shell reimburse the LIsbaaor for ell costs (including but not limited to, consulting, engineering, cllean-up and dispose1 costs, end legal coat81 Incurred by the Lessor in complying rith 6uch Standards , and also such coats fnCuCT8d by the Leasor in abeting a violation of wfch Standarda, protecting egainat e threatened violation of such Standerda, defending eny claim of violation of such Stsndards in any proceeding before any Authority or court, and paying any fine6 or penalties isposed for such violations. Lessee shall aa6ume lfabiifty for and shall save and hold hermleea the Iaibaeor from any clai6I of a viol8tion of such St8nd8rd8 regardless of the nsture thereof or the Authority or person aasertlng 6uch claim, which reaulta from Lessee*6 uae of the Pr6aIiaea, whether rnrch claim srises in whole or in part from the negligence or alleged neglfgence of the Leaaor or otherwiscr. Le668e, at its cost, shall 86awrm the dafen68 of 811 such elasma regardless of whether they are aas%rted against Leases or Les6or. Upon written notice from Lessor, Leseee agrees to eaaume th8 defenae of any lewauit, adatkniertretive action or other proceeding brought againat Lessor by any public body, individual, partnership, corporation , or other legal entity, relating to any matter covered by this Leese for whfch Lessee has en obligation to esaume liability for and/or to save and hold hermle6a the Lessor. Lessee shell pay all the costs incident to such defenae, including, but not limited to, attorney8 fees, inv8atig8torst fees, litigation Rev. l/86 OMhafCD6) -7- - -T--7_-“- ‘-“-T-.------v .,. rs-.,,%,, . _.. . , . * : . expasas, astthtwmt paymanta, ancl mmunta paid S/.n satPsfscti.on of judgments. Aay and all lawsuita or administrative or&ions brought or threatened on any theory of relief ibvailable at low, in equity or unbar the rules of any adminietratfve agency shall be covsred by thla Section, Including, but not Sjlrait& to, the theories of intentiona misconduct, neglig~~.s, breach af rrtatute or ordinance, or upon any theory created by statute or orQfnanea, state or federal. m c3Loe of oviGtiQn of L%sscss by %nyQmB owning OF claiming tit2e to or any Int8r8st an Px”~seps, Lasrar shall not be Gable to Lessee for d&sage of prny nature whatsoev&r or ta refund any rental paid hereunder, 8xeept the proportienlate part of any rental paid in advance I l+i3seee shall, not assign this Lesae titt;hout first 6bttaining Leseor*s wrftten cons4knt th8rtdfor. Lekstmrcl &all not sublsW3e Prtioes CFr any part ?&4Weof without first obtsfnmg LWasor”s written cansent tJler8for I ta) p&c? L8as8 t?wf b8 tetinisrt~~ tit38 by either oartjy; hereto zperviQ$ $&,$rty (30). days* written xlotice of term.in*t&a upon the other party, statfng thesrein tha date such termination ehatI.1 take effect, Upon the expiration af the tlnm apecifirrd in such not&c&, thia Las;asa and all rights of Leases he?reunQsr shall. rshroolute3.y csesa and determine; but upan any mch termination, Leaerae shsllf. bs entitled to hava rsfunded by Le~tar, a proportfonate part of any rentals pa%d in advance, (bl Upon termination of thisr Leers% in any ZWWMW prov$dad herein, Lessee shoS1 rmva from Premises, at L4M~.~83*s expense, plny Xsprovemente ~3 appurtenank&s, I~~ludfng all trade ffxtures, pereonsl property, utiXSty lines, paving, foundations and any and ~$1 debris, lsavfng Premises 5n 6t cleared and rsasonably 1SV81 conditiwl satisfactory tu &t%wQr. r:f La78l8 farifai to coxqBlete the XWIRQV~~ of aaid 33aprovemeMs and appurtenances within thirty (30) &yip after tamin8tian of this hse, Lmmor shall have the option, to b8 r%emiasd in writing at any t%se ttrer8afterc, to eithert (1) Perform such reval and cl&~ Premieee fur the account of Lessee an4 in such event Lesrsea shall re&mburse Lsassor for a11 costs so incur& w3thfn fifteen (lS3 days after mmdXti.m of bill thsrefor; or (2) ‘fake and hold @aid fnlprovements and appurtcansncas aas its solie property WittrOUt C~M&S%tb3~ t0 t&SS8& , and in sruch evaatt Le~sas @hall be r~~l2eved of ths obligatfczn to remove or pay for re@tovat of s&d liraprovemento and appurt8nt?llc8s. Eav. T/66 tn4wcas> -a- * ‘. . . . . 4 Al5 notlcm to be g&van harader ohalZ be givasr in wrfthng, by dbpositfng mme in tha Vnited St&ass M&I. duly r8gfstecred or cerkffki, with poartsgs prepaid, and addramed to ths Lessee or ttlseor 08 the cmm my be &t the addrcbra shorn on thet signature page hfbmof or %dQremed to such other addrams 8s the partiss herrto my from tine to tirarm drasigtmt%. ff Mesas@ should become inraXvent or fail in bu&ness3 or sm?m an assignment for the bemfft of creditor-s, then tramor my, at its option, tarmimats this Lerasre upm fivla (5) days’ writtm natfes. 26. l!Damr3!uRE FOE ammILT If my mmtatl hemund8r shall be due md unpaid, or if default shall be made in any of the covmmnts or sgmummts of L&msh9 harein contsained, or fn case of any assfgmmnt or trmrafcar of this I&mm by opratfbn of law, Lemor may , at its opt&an, tsminate thfe tslasg. by wmrlng five (5) days* aot4ccs ia writMg upon Lmasee or mmm notice in writ%ng upon Lesem~ notify&ng Leescree to cure’ any dsfault or defaults w&thin five (5) days from service and kf Lsralsrcbe fairs to da so, this Lwss will be deem& forf&t& anct tmminated: but any waiver by Lmmor of any default or defaults shall not constitute 8 w@iwesr of tke! right to terminate this Lease for any subsequent or cantfnuing default or dsfeults. Ef Lessee fails ta smwmdsr Ptxm&ms to L~~wx upon any terminatXon of this Lame, all the liabilities and obligations of L,essm hmxmnder aphall continue in effect until Prespia%rs girds mm2mdared. No tmmination hm?so% aheX1 re2%as~ Lessee fsaar any liability i or obligation hwmsnder, whether of andmmity or atherwiro, m?ultEng from my act@, cmimsf~ or events happmhtg prim to the date of tarmilation, or dntle of surrmder if it be iatar. If Lmmor c~neegr an unlawful detafner ectbm or any at&w act&m glgainst Less~ to snforciPa any obligation arising under the ~~IIM and prcwfoicme of thla Lemm, is againat any subterm& or assignes~ of Lssme using the Premises, Ltmaee shall pay all court co&s and reasonlable attormys’ fees Prarsocfated with rouch action. ‘Xn the mm~t aSl or any portion of tti Prtises shall be CS far ong public use or qua&-public use under any statute or by right nf eminent domin, OT by purchase 3n Ifear t.hereuf , Lmoee shall have no c,Saim to any cmpmcsation awarded for the taking of ttw Prem3;s~s or any pwtfon thersof, including Lessea*s 1ewlbhQld hnterwt thm-ein or to any cozupettmatiotl aa sevCbrance damsgaff 9 or far losrj bf or dtE&magQa ta L8bb%84?‘% rlltprav~nts. Rw. l/36 awl%A/cbii) -9- . . “- r , : . ,: . . . - lrfo waiver by eithar prrty hereto at any time of any of the terms and c~ndftions of this teaee shell be dewed a w~fve~r at any t3.me thereafter of tbPr. 8am or any other tami9 or conditkms hereof, nor shell any provi8itm hemof be wtrPwed except by an instrmmt in writing ameuted by duly authorfzad reprssentativse of the part&es. 29. TlDIlJO?Tml@EwmmB ‘3 Tima and specific performance a??@ each of tha! eliisgn~5 of thh &erase. -. ! 30. #ttmmas ARDTr'EL%trp c‘ _ , 1.' i' The headings and titles to the sections of this Laase are not a part of this Leosa and shall have no effect upon the cmstruction or laitmpratat~m of any part of this Learn.. It Is undex~stuud euld agmed that th3&1 Lease shall not ~CI placed of pubI& mcord, 3% is srgrersd that mither Lessor nor Lessee nor any of their e.mpIoyes cw agents haue made any statement, prmisss or sgraemntt werbaXly or in writing in eonfltict with the terms of this Lease and that this Lease sets forth all of the promises0 agreements,, coniiitkms, inducements and un&arstandinga between the parties relative ta the lease of 1 the PrexuPsse by Lessee and that them are no proxnIses, a~seements, cmdlitions, '! understandings, indueemnts, wsrrantiea or representations, ofi31 or written, cmpxws or implied, between tha or their qloyes OF agmts other than RC% hareln set forth and that this agreement &all not be edified in any mtnner except by an .kstrummt in writ&g executed by duly authorized rapreaentativea of the parties. All khir covenants and agratmants of Lessee hm-&n contwkad shali be binding upm ts" heirs, Pegal rqmmmtative~, successors and assfsns of Lessea, and shall inure to t?m ! benefit of the successors and assiggxs of Lessor. Rav. ld@d fH4Om/CWl X -3o- x X .._ ,,” -m. . . I _ - . l . ‘1 - . . T . - I@ WERZlMI UQW!!Of?, this &ma haip bssen duly emcutlcad, lin duplicate, by t?m parties hereto as of tha day and year f&M. above wrfttan. 34X AWeroEoL TOFm AIt0 SAWA FE RAIWAT COI’@‘- Una Santa Fe Pleaa 5200 E, s!h%ila dke%k LO8 Angelles, CA 90040 -..___--- b7. Manager of Contracts cr!mo?- 1200 1GI.a Awmue 3x5 Mayor ( Lmwee? L MY ‘ :- -- . SECY’S NO. f--m, .- * I . -.-&-,B,T *A” . ATTACHED TO CONTRACT BETWEEN THE ATCHISON, TOPEKA ANtNtANTA FE RAILWAY COMPANY c/rLv OY CwLe!!SAw~ CHICAGO, ILLINOIS /4/G. ,w.Z&?? -------m---v- SCALE: 1 IN. TO y FT. CHIEF ENGINEER LO3 #9MG&L DIV. DESCRIPTION APPROVED f/Rr/‘/ DIST. DATE : ~~crzxw/z /d /yfs- 70 /v’~f/O/VW.~ m-m I I ,--, C/f/ [ /k!i/i I/d& _- 0 l/vzs+/dGmd SjT I r v 1 I I DIV. DWQ. NO. DIV. FILE NO. GM FILE NO. ./‘++Q~Q~G0 C.E. FILE NO.& 4 T - 00 .A> 11000258--2G ‘* COrnBRCIr”” Lhm B FASF .A---..‘_II_. :“%-.-2.-~.-r~ .f as of the 1st day of May 1986, between THEI ATCH3cSON, TOPEKA AND SANTA Ei3 RYULWAP CePEPAW, a DoI.awae’c! corporation (hereirzaFt;er ealEed "Lesser") and CITY OF CmISBA13, Checeinaftor, whether one party err mme, called “Lessee”) * w 1 T FTS- s s B T H: For and in consideration of the rental ant: of the covenants and agreements hereinafter contained, the parties hereto agxxz as fo.lows: Lessor hereby leases to Lessee, stabjcct to the ri.ghts end easements hereinafter excepted and reserved and upon the terczs and ccz~dition:; hereinafter set forth, the land (hereinafter calLEd ‘P3x’:isesF’ ) si.fl?atod at or near Cnrlsbad, County of San Diego, State of California, es dcscrikd or shorn 02 ~?t”-n”c ~w:xd.u aktxhed * Bo. L-04244 ,> da”,4 %?i~cm??e!r 11) 1.60.5 ( i~larke:::: T:!rErLlri.t ‘f/i” L md ?zd?? ;1 par. I kac.?rcof , for a tcrx bc~iinl-in:; on Kay 1, 1986, and conti.m:.~~, __ t.ticreaf ter on n ~-~on~th-- t a--y;?ont,l~ basis ~ . p Lin?.c~ss or x-itt1 ‘i-hi.:: Lease ski311 be tcmirnatc~d 2s lp-;ei.nafter yrc:rj.$f:r’l. r) de . EXTSTnlG f?ACILS:TEES LeSSOr hc!seby cx~qD&s aI?? I::‘s:2r’(icl’: : he p”” ; t:t, to be c:srcrcised by r,cs~or azl ;;:lJ a:1!, others who have ob~:,airl~~? (7 i” E%>f Obz-.;i i..t?. F”L; 1 i:.:S .iOll (52” at,tti?f,?E-!. %j’ c roTi? LC13S5!~ SC’ to do , to: k <a> Operate, RXliXltCJi.!l, YC%t‘W :?2d ?Xl.C::ECtE! 3i?Y Zind 233.X f~Xi~‘~iP.~ pipe, pfXJ@TJ 2nd COW- nwlicntion t,incs and apqi'c't‘.cnclFc~~s aria oth@r facilities of like character upon, aver or ander &he !;uPf2C.t? of PrCm~SEE:; and (I>> Constrwt, 0pexit~.: mairtt;a;n, renew and relocate such additionaL Pocilities of the same char;;cter as wi.LL not, u;arcasonab.!.y interfere wit?; Lessae’s use af Pt-emises as specified in section G hcrcof. Lessee shall. pay to Lessor for the IlSC of the Premises rental as follows: “(a) Subject to Subscckion 3!cl below, t.he base smt shal.1 be Six Hundred Sixty-Five. and NoflOO Coll;lrx ($665.001 per month payable, for convenience only, annun~2y in advance wit.hout de- Said hasc rent sRaI.1 be adjusted enmmlly in . Rev. l/86 (miQml'cxJb) ". I- VC ~- ----- ,/“’ ‘.,A .- 5 ‘, , 3 ‘ , * accordance with Subsection 3(b) below. Rent for any fractional month at the beginning or end of the contract term shall be prorated. Rent is dqe..*and otiing on or before the date this Contract commences and thereafter shall b&payable on or before the first day of each year during the contract term. Upon termination of this Contract, unless Lessee is then in default, any unearned portion of said rental, paid in advance, will be refunded to,Lessce upon written demand by Lessee thorefcr made within thirty (30) days following termination. (b) Commencing on the first annual anniversary of the first day of the first full calendar month of the lease and all annual anniversaries of such date thereafter, the base rental shall be adjusted in accordance with the changes in the Consumer Price Index indicated in the column for Urban Kage Earners and Clerical Workers, U.S. city average, (hereinafter called the *'Index*'), published by the Bureau of Labor Statistics, U.S. Consumer Price index from the I base index number to the current index number. The index number indicated in the column for Urban Wage Earners and Clerical Workers, entitled “all items”, for the period most recently released prior to the anniversary dzte in the previous calendar year, shall be the "base index number” and the corresponding in&x number for the period most recently released prior to, the annual anniversary of this Lease shall be the “current index number”. The current index number shall be divided by the base index number, to form the rental ndjcstxent factor. The new base rent shall be dcterclined by multiplying the then current base rent by the rental ndjustmc~t factor ;lnd this Pigurc shall be rounded to the nearest $5.00. The nc?:r br?sc rent, 3s ~3 cJct:?,raincd, shall bc due :~d payable in accordance with Subsccticn 3(a) above. In no event, howewec, shall such new base rent be less than the tken ci!rrcnt bcsc rent. If publication of t’,:e Consumer Price Index shall be discontinued, the parties hereto shall thcrcafkcr accept ~~q;zrable statistics on t&c cost of living for Urban GJage Earners 2nd C!.erlca! %&ers, x they sha11 bc ctaputed ncd published by in azcncy of the U;rii;cd States or by a rcspor;siblc f Fnancinl periodical of recognized authority then.to De selected by the Lessor. Xn the event of (1) use of ccmparable statistics in place of the Consumer Price Index as above mentioned, or (2) publication of the Index figure at other than quarterly intervals, there shnl.1 bc such revisions as the c i rccms tances may require to carry out the intent of I;his provision. Lessor may, at its sole discretion and in conjunction with its overall rental adjustment progreq, use index numbers in the colurr~ for All Urban Consumers, U.S. city average, entitled “all itC:xs”, or such similar index that may be p-dblished in the future to indicate statistics comparable to the indexes named above. (c) The base rental shall be subject to revision at five-year intervals to adjbst same to a fair market value basis. 4. IMPROVEHEWN Lessee covenants and wart-ants that Lc:;scc either owns, or has obtained from the owner or owners thereof the right to LIW, any iF:provcncnts now on the Dremiscr; shown or described ReV. l/86 (W40m/CD6) -.2.. 1 , , -: ,‘3 -_ on said Exhibit “A” as “Lcsscc’s existing Improvements”. Such improvements, if any, together with any other improvements and/or personal property hereafter placed”upon the Premises by or for account of Le ssee are hereinafter called “Tmprovements”. 5. USE > (a) Lessee shall use the Premises exclusively as a site for vehicle parking purposes. Lessee covenants that it will not treat, store or dispose of on the Premises “hazardous waste” or “hazardous substances”, as “hazardous waste” and “hazardous substances” may now or in the future be defined by any federal, state, or local governmental agency or body. Tn the event the Premises are now or in the future used in generating, handling, or transporting of “hazardous waste” or “hazardous substances”, Lessee agrees fully to comply with all applicable federal, state, and local laws, rules, regulations, orders, decisions and ordinances (hereinafter referred to as “Standards”) concerning “hazardous waste” and “hazardous substances”. Lessee further agrees periodically to furnish Lessor with proof, satisfactory to Lessor, that Lessee is in such compliance. In any event, Lessee shall allow Lessor to enter upon the Premises at reasonable times for the purpose of inspection. Should Lessee not comply fully with the above-stated obligations of this Section, notwithstanding anything contained in any other provision hereof, Lessor may, at its option, terminate this Lease by serving. five (5) days’ notice of termination upon Lcssec; but any waiver by Lessor of any breach of Lessee’s obligations shall not constitute a waiver of the right to terminate this Lease for any subsequent breach which may occur, or to enforce any other provision of this Lease. Upon termination, Lessee shall bc governed by the two sections of this Lcaso regarding; Lcssr.c’s surrender of possession of the Premises. (b) Notwithstanding anything containc:l in the ?iabllity section:; hct’cof9 in cn~c of a breach of the obligations contnincd inStlGs Section, or any of them, regardless of the negligence or alleged negligence of Lessor, Lessee agrees to assume liability for and to save and hold harmless Lessor from and against all injuries to any person and damage to property, including without limitation, employes and property of Lessor and Lessee and all related expenses, including without limitation attorneys’ fees, investigators’ fees and litigation expenses, resulting in whole or in part from Lcssce’s failure to comply with any Standard issued by any governmental authority concerning hazardous substances and/or hazardous waste. Lessee, at its cost, shall assume the defense of all claims, suits or actions brought for damages, and fines or penalties hereunder, regardless of whether they are asserted against Lessor or Lessee. Lessee also agrees to reimburse Lessor for all costs of any kind incurred as a result of the Lessee’s failure to comply with this Section, including, but not limited to, fines, penalties, cleanup and disposal costs, and legal costs incurred as a result of Lessee’s generating, handling, transporting, treating, storing, or disposing of “hazardous waste” or “hazardous substances” on the IJrt?miCclr .J -a. . fieV, l/86 (~i40m/CD6 ) -3, .af T- /’ ---- , . I 6. I :3 . 1 .- . . (c) It is understood and agreed that a Lessee who does not now, or in theiuture, generate, handle, transport, treat, store or dispose of "hazardous was&*' or "hazardous substances" within the Illeaning of this Section, is not subject to the provisions of Subsection (b) supra. ,# (d) Lessee shall not use or permit the use of the leased premises in any manner that will tend to create wastq or a nuisance. In using the Premises, and in constructing, maintaining, operating and using the Improvements thereon, Lessee shall comply with any and all requirements imposed by federal or state statues, or by ordinances, ordek or.regulations of any governmental body having jurisdiction thereover, including, but not limited to, building and zoning ordinances, restricting or regulating or prohibiting the occupancy, use or enjoyment of the Premises or regulating the character, dimensions or locations of any improvements on the Premises. Should any governmental body havine jurisdiction in the matter require Lessor to dedicate, restrict or otherwise encumber any portion of the Premises, or any of its adjoining property, as a condition to approval of Lessec*s use of the Premises, Lessor may, if said condition is unacceptable to Lessor, tcrminatc this Lease. Lessee covenants to properly notify Lessor accordingly should any of the above occur. 6. TAXES (a) Lessee shall pay before the same become delinquent all taxes, charges, rates, and assessments which may, during the term of this Lcasc, bc levicd'upon, or assessed against, or be equitably chargcablc to or assessed in respect of the Tmprovemcnts; and where any such tax, rate, charge. or asscssaent may bc l'@ CT- / 1 embraced in the general amount of taxes charged upon the Premises separately r I - in connection with other property of Lessor and Lessor shall pay all of said taxes, then Lessee shall promptly repay or refund to Lessor the amount or part of the tax, charge, rate or asscssnenli cquitob?y or fairly cpportionable to the Improvements. (b) In addition to the taxes and asscssments"spcciEicd above, Lessee shall pay Lessor any privilege, sales, gross inccze or other tax (not including federal / or state income tax) imposed upon the rcntols received by Lessor by any agency having the authority so to do. 7. CONDITIOI OP PREXISES Lessee warrants that, prior to taking pod,-. cprssion of the IJrenises under this Lease, he has examined Premises and accepts the use and occupnncy thereof with full and complete knowledge of the physical condition of the I'rcmlscs a:ld of the conditicnc, covenants, restrictions, encumbrances 2nd all nattcrc of rccr>rd relating to Promises. 8. ALTERATIONS Lessee shall make no ck~gc or altcraticn in nor adrli.kions to Premises without first obtaining the written ccn!.:cnt of Lessor. k?W. l/86 (M4&ii/CW~ -4- 9. HAIRTEtllmcE OF PREnISeS . . . y;* Lessee shall keep and maintain the Premises and any and all Improvements in condition and repair satisfactory to Lessor and shall not cIausc or permit any waste or nuisance in, on or about Premises. Any and all necessary repairs shall he maderat 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 that repairs are necessary, Lessor may make such repairs as Lessor deems necessary to maintain them in a clean, sightly, sanitary and good condition and Lessee agrees to promptly reimburse Lessor for the cost of such repairs upon receipt of bill therefor. 10. UTILITIeS (a) Lessee shall pay any and all charges for water, gas, sewer, heat, light, power and telephone service and all other services supplied to or used on Premises or available, assessed or taxed to Premises. Lessee 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 a license or permit from Lessor to cross property of Lessor, other than Premises, bafore the aforesaid services will be provided, Lessee shall pay to Lessor the Dollars ($250.001, or such other sum as sum of Two Hundred Fifty and NollOO Lessor may from time to time put into effect, to cover the expense of preparing and processine each such license or permit. 11. FREE Lessee shall, at Lessee's expense, construct and thereafter maintain a fence or barricade, of a type approved in writing by Lessor, along the boundary lines of Premises adjoining other property of Lessor. I- 12. FIRE KAZAEU 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 6 hereof. 13. IlSDBMr!!ITY (a) Lessee shall indemnify and save harmless Lessor against all loss, damage or expense which Lessor may sustain, incur or become liable for, including loss of or damage to property or injury to or death of persons, including the person or property of the parties hereto and their employes, and fines or penalties imposed upon or assessed against Lessor, arising in any manner out of: (1) The use of Promises by Lcsscc, its omploycs, liccnsccs and invitees; hidr, l/86 (X4omisrCD69 - 5.. TV ;--- -- ;/, _*---. ;’ . 0. l’ 3 ,’ .? . * ; (2) Any breach by Lessee of the terms, contained; covenants or conditions herein. '.'-,, (3) The construction, maintenance or location on Premises of Improvements, utility lines or services; or c (4) The sole or contributing acts or omissions of Lessee or the cmploycs, licensees or invitees of Lessee in, on or about Premises or Improvements, except that if Lessor shall participate in any such contributing acts oe . . omlssrons, 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 governmental authority. (c) Upon written request by Lessor, Lsssee shall assume the defense of any suit or action brought against Lessor, it:; agents or cmployes, alleging any claim for loss or damage against which it ihdennifics Lessor hereunder, and Lessee shall pay all expense, including attorneys' fees, incurred by Lessee and/or Lessor in defending and settling all claims and liabilities against which it indemnifies Lessor hereunder. 14. LIENS Lessee shall promptly pay and discharge any and all lions 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 .Lcssor against any loss incurred by 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 15 or any other section heroof. 15. IWlRAWE c (a) Lessee shall, at its expense, procure and keep in force at all times during the term of this Lease, a comprehensive form of insurance covering its liability, including but not limited to, Public Liability and Property Damage, assumed by Lessee under this Lease covering bodily injury to or death of persons and property damage or destruction, in the amount of $3,000,000.00. Lessor shall?$d@ be named as one of the insured parties. (b) All insurance shall be placed with insurance companies licensed to do business in the State in which Premises are located, and approved by Lessor. Lessee shall furnish Lessor with a certificate, or certificates evidencing such insurance. Each policy shall provide that it shall not be cancelled or y$fh materially changed unless at least thirty (301 days' prior written notice of cancellation or change shall have been mailed by the insurance company to Lessor at the address designated on the signot~~rc page of this instrument, #Mr; 1186 (MSOm,CUc) --(;- I 7 ;.’ .3 Lessee shall promptly furnish LPO? ,O...or with certified copy of said policy or' policies upon written request from Lessor. The providing or furnishin&of such insurance or evidence of such insurance shall not in any manner limit the liability of Lessee under Section 13 hereof or any other provision of this Lease. 16. SICbTS Lessee shall not place nor permit to bc placed cn Premises or Improvements any sign not solely for the purpose of advertising Le ssec'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'makc such removal, Lessor may enter Premises or Improvements and remove said sign or decoration at Lessee's expense. Notwithstanding any other provisions of this Lease, Loasee shall comply with all statutes, ordinances, rules, regulations, orders and decisions (hereinafter referred to as "Standards"), issued by any federal, state or local governmental body or agency established thereby (hereinafter referred to as "Authority"), relating to Lessee's use of the Premises hereunder. In its use of the Premises, Lessee shall at all times be in full compliance with all Standards, present or future, set by any Authority, including, but not limited to, Standards concerning air quality, water quality, noise, hazardous substances and hazardous waste. In the event Lessee fails to, be in full compliance with Standards set by any Authority, Lessor may, after giving reasonable notice of the failure to Lessee, and Lessee, within thirty (30) days of such notice, fails either to correct such noncompliance or to give written notice to the Lessor of its intent to contest the allegation of noncompliance before the Authority establishing the Standard or in any other proper forum, take whatever action is necessary to-bring the Premises into compliance. Lessee shall reimburse t!x Lessor for all costs (including but not limited to, consulting, engi.nccrinG, clean up end disposal costs, and legal costs1 incurred by the Lessor in cozzplying with such Standards, and also such costs incurred by the Lessor in abating a violation of such Standards, protecting against a threatened violation of such Standards, defending any claim of violation of such Standards in any . proceeding before any Authority or court, and paying any fines or penalties imposed for such violations. Lessee shall assu~nc liability for and shall save and hold harmless the Lessor from any claim of a violation of :.;uch St;xtdnrds regardless of the nature thereof or the Authority or person asserting, such cla-im, which results from Lessee's use of the Premises, whether such claim arises in whole or in part from the negligence or allcgcd negligence of the Lessor or othcrwisc. I,c~ccc I at its cost, shall assume the dcfcnse of al1 such claims regardless of whcthcr they arc asserted against Lessee or Lessor. Upon written notice from Lfxsor, Lcrsec agrees to assume the defensc of any lawsuit, administrative action or other proceeding brought against Lessor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this Lease for which Lessee has an obligation to assume liability for and/or to save and hold harmless the Lessor. Lessee shail pay all the costs incident to such deferise, including, but not 1irnited to, :k:torneys' fws, investigators fees, litigation , RevI I/86 (K40mlCDti) 7- y-- ___. ., _-_---___.- : /y ,’ I ,* 4 -. . 3 -I - ” -’ expenses, settlement payments, and amounts paid in satisfaction of judgments. Any and all lawsuits or administrative actions brought or threatened on any theory .of?,elief available at law, in equity or under the rules of any administrative agency shall be covered by this Section, including, but not limited to, the theories of intentional misconduct, negligence, breach of statute or ordinance, or upon any theory created by statute or ordinance, state or federal. .I In case of eviction of Lessee by anyone owning or claiming title to or any interest in Premises, Lessor shall not be liable to Lessee for damage of any nature whatsoever or to refund any rental paid hereunder, except the proportionate part of any rental paid in advance. 19. ASSIG&lMBlT Lessee shall not assign this Lease without first obtaining Lessor's written consent therefor. 20. SUBLEUSE Lessee shall not sublease Premises or any part thereof without first obtaining Lessor's written consent therefor. 21. TBi?l4IffATIObJ (a) This Lease may be terminated at any time by esther party hereto s&ving thirty (30) days' written notice of terminat,a 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; but upon any such termination, Lessee shall be entitled to have refunded by Lessor, a proportionate part of any rentals paid in advance. (b) Upon termination of this Lease in any manner provided herein, Lessee shall remove from Premises, at Lessee's expense, any Improvements and appurtenances, including all trade fixtures, personal property, utility lines, paving, foundations and any and all debris, leaving Premises in a cleared and reasonably level condition satisfactory to Lessor. If Lessee fails to complete the removal of said Improvements and appurtenances within thirty (30) days after termination of this Lease, Lessor shall have the option, to be exercised in writing at any time thereafter, to either: (1) Perform such removal and clear Promises for the account of Lessee and in such event Lessee shall reimburse Le ssor for all costs so incurred within fifteen (15) days after rendition of bill therefor; or (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 appurtenances. R&V 6 l/86 ~H4Om/CrM) -0 ‘3 22. mTICES 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. 23. RARKRUPTCY If Lessee should become insolvent or fail in business, or make an assignment'for the benefit of creditors, then Lessor may, at its option, terminate this Lease upon five (5) days* written notice. 24. FORFBITDRE BOB DEFAULT If any rental hereunder shall be due and unpaid, or if default shall be made in any of the covenants or agreements of Lessee herein contained, or in case of any assignment or transfer of this Lease by operation of law, Lessor may, at its option, terminate this Lease by serving five (5) days' notice in writing upon Lessee or serve notice in writing upon Lessee notifying Lessee to cure any default or defaults within five (51 days from service and if Lessee fails to do so, this Lease will be deemed forfeited and terminated; but any waiver by Lessor of any default or defaults shall not constitute a waiver of the right to terminate this Lease for any subsequent or continuing Cdefault or defaults. 25. 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. Do 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. v 26. ATTO-’ FEES If Lessor commences an unlawful detainer action or any other action against 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. 27. CONDREWATIOM 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. #(lVh l/86 (#40m/CD6) 28, WUVRE No waiver by either party hereto at any tine 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 shal.1 any provision hereof bc waived except by dn instru,ment in writing executed by duly authorizcd represcntativcs of the parties. 29. TIHR OF THR .ESSENCE Time and specific performance are each of the essence of this Lease. 30. HRADIBIGS AAlP 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 intccprctation of any port of this Lease. 31. PUBLIC RECORD It is understood and agreed that this Lssc shnI.1 not be placed of public record. 32. AHRNDEtEtdT OF LmE It is agreed that neither Lessor nor Lcssec nor any of their employcs or agents have made any statement, promises or agreements vcrbslly or in writing irt conflict with the terms of this Lease and that this Lease sets forth all of the promises, agreements, conditions, inducements and undcrstzndings botwecn ihc p;lrties retntivc to thk lease of the Premises by Lessee and that there are no promises, agreements, conditions, understandings, inducements p warranties or representations, oral or wrhttcn, express or implied, between them or their enployes or agents other than as horcin srt forth and that this agreement shall not be modified in any na:iner except by an instrxmant in writing executed by du1.y authorised rcprescntatives of the parties. All the covenants and agreements of Le ssee herein-contained shall be binding upon the heirs, legal representatives, successors and assigns of Lessee, and shall inure to the benefit of the successors axi assigns of Lessor. X X X x Rev. l/86 (I440ml’co93 EN WITLJESS WHEFEOF, this Lcasc has been duly I?XCCZI?,C~, in duplicate, hereto as of the day and year first ~bovc written. THE AYCZEI SGN p TOPEKA AND SAmA One Santa Fe Pk~zn bY FE 5200 B. Sheila Street Los Atigelcs, CA 90040 the parties I* FUILWAY c0I4PAuY ATTACHED TO CONTWAC? ElETWEEN CHICAGO, ILLINOIS /CI’G kc/A9B SCALE: 1 IN. TO ‘Q~Y FT. -- - -_. --- -.-- _ _- - .J - - ___ CHBEF ENGlMEER / Q.5 ,@9/+Gi&~.rf( . . QSV. BESCRBPTIBM APF’fi6VED -sue- .- _,...-- _C_, ---_. -_ ---, -*....-- -*mx^_ym DIY. RWQ. NO. RI\’ E’I! E NO. -.,_- I___I_ C&M. FLLE NO. a&‘~@~~~$~ C.E. F&E NO.s$k-dflf -z 1db-N ’ -_.-,-- --- Y ._-._-__ ________ - .,Y.y, c,. :/ ./’ ‘;.--,f.,<p. ,*:-/ -:>y :,-;<- -~-c%~‘~~~;:A//-‘~ 94/o I’ j;’ , CT’;, *- .I _* -Y<?,&&- (T*,r_’ i &-Jy 4.2 -1’ ..;.> ,<‘* ,,,, .,..’ . . ~:‘~~4c.d~;‘+./ JJ ~_r-#29&9~yg /,:. .<: : .: ,.,? Ehta Fe .Original 11000258-26 CCMHRRCIALLANDLRASE THIS LEASE, made as of the 1st day of Hay 1986, between THR ATCHISOR, TOPEXA AND SANTA FE RAILWAY CCHPANY, a Delaware corporation (hereinafter called "Lessor") and CITY OF CARLSRAD, (hereinafter, whether one party or more, called "Lessee"). WITNBSSETH: For and in consideration of the rental and of the covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. TERM Lessor hereby leases to Lessee, 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 Carlsbad, County of San Diego, State of California, as described or shown on print hereto attached, No. l-04944, dated December 11, 1985, marked Exhibit "A**, and made a part hereof, for a term beginning on Hay 1, 1986, and continuing thereafter on a month-to-month basis, unless or until this Lease shall be terminated as hereinafter provided. 2. EXISTING FACILITIES Lessor hereby excepts and reserves the right, to be exercised by Lessor and by any others who have obtained or may obtain permission 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) Cbnstruct, 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 6 hereof. 3. RKNTALANDBRNTALADJUSTRRNTS Lessee shall pay to Lessor for the use of the Premises rental as follows: "(a) Subject to Subsection 3(c) below, the base rent shall be Six Hundred Sixty-Five and No/100 Dollars ($665.00) per month payable, for convenience only, annually in advance without demand. Said base rent shall be adjusted annually in Rev. l/86 (l44Om/CW) -l- r accordance with Subsection 3(b) below. Rent for any fractional month at the beginning or end of the contract term shall be prorated. Rent is due and owing on or before the date this Contract commences and thereafter shall be payable on or before the first day of each year during the contract term. Upon termination of this Contract, unless Lessee is then in default, any unearned portion of said rental, paid in advance, will be refunded to Lessee upon written demand by Lessee therefor made within thirty (30) days following termination. (b) Commencing on the first annual anniversary of the first day of the first full calendar month of the lease and all annual anniversaries of such date thereafter, the base rental shall be adjusted in accordance with the changes in the Consumer Price Index indicated in the column for Urban Wage Earners and Clerical Workers, U.S. city average, (hereinafter called the "Index"), published by the Bureau of Labor Statistics, U.S. Consumer Price Index from the base index number to the current index number. The index number indicated in the column for Urban Wage Earners and Clerical Workers, entitled "all items”, for the period most recently released prior to the anniversary date in the previous calendar year, shall be the “base index number” and the corresponding index number for the period most recently released prior to the annual anniversary of this Lease shall be the.“current index number”. The current index number shall be divided by the base index number, to form the rental adjustment factor. The new base rent shall be determined by multiplying the then current base rent by the rental adjustment factor and this figure shall be rounded to the nearest $5 .oo. The new base rent, as so determined, shall be due and payable in accordance with Subsection 3(a) above. In no event, however, shall such new base rent be less than the then current base rent. If publication of the Consumer Price Index shall be discontinued, the parties hereto shall thereafter accept comparable statistics on the cost of living for Urban Wage Earners and Clerical Workers, as they shall be computed and published by an agency of the United States or by a responsible financial periodical of recognized authority then to be selected by the Lessor. In the event of (1) use of comparable statistics in place of the Consumer Price Index as above mentioned, or (2) publication of the Index figure at other than quarterly intervals, there shall be such revisions as the circumstances may require to carry out the intent of this provision. Lessor may, at its sole . . discretion and in conjunction with its overall rental adjustment program, use index numbers in the column for All Urban Consumers, U.S. city average, entitled "all items", or such similar index that may be published in the future to indicate statistics comparable to the indexes named above. (c) The base rental shall be subject to revision at five-year intervals to adjust same to a fair market value basis. 4. InPRo- 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 Rev. l/86 (M4Om/CJ%) -2- lo on said Exhibit “A” as “Lessee’s existing Improvements”. Such improvements, if any, together with any other improvements and/or personal property hereafter placed upon the Premises by or for account of Lessee are hereinafter called “Improvements”. 5. USE (a) Lessee shall use the Premises exclusively as a site for vehicle parking purposes. Lessee covenants that it will not treat, store or dispose of on the Premises “hazardous waste” or ‘*hazardous substances”, as “hazardous waste” and “hazardous substances” may now or in the future be defined by any federal, state, or local governmental agency or body. In the event the Premises are now or in the future used in generating, handling, or transporting of “hazardous waste” or “hazardous substances” , Lessee agrees fully to comply with all applicable federal, state, and local laws, rules, regulations, orders, decisions and ordinances (hereinafter referred to as “Standards”) concerning “hazardous waste” and “hazardous substances”. Lessee further agrees periodically to furnish Lessor with proof, satisfactory to Lessor, that Lessee is in such compliance. In any event, Lessee shall allow Lessor to enter upon the Premises at reasonable times for the purpose of inspection. Should Lessee not comply fully with the above-stated obligations of this Section, notwithstanding anything contained in any other provision hereof, Lessor may, at its option, terminate this Lease by serving five (5) days’ notice of termination upon Lessee; but any waiver by Lessor of any breach of Lessee’s obligations shall not constitute a waiver of the right to terminate this Lease for any subsequent breach which may occur, or to enforce any other provision of this Lease. Upon termination, Lessee shall be governed by the two sections of this Lease regarding Lessee’s surrender of possession of the Premises. (b) Notwithstanding anything contained in the liability sections hereof, in case of a breach of the obligations contained in this Section, or any of them, regardless of the negligence or alleged negligence of Lessor, Lessee agrees to assume liability for and to save and hold harmless Lessor from and against all injuries to any person and damage to property, including without limitation, employes and property of Lessor and ,Lessee and all related expenses, including I without limitation attorneys* fees, investigators’ fees and litigation expenses, resulting in whole or in part from Lessee’s failure to comply with any Standard issued by any governmental authority concerning hazardous substances and/or hazardous waste. Lessee, at its cost, shall assume the defense of all claims, suits or actions brought for damages, and fines or penalties hereunder, regardless of whether they are asserted against Lessor or Lessee. Lessee also agrees to reimburse Lessor for all costs of any kind incurred as a result of the Lessee’s failure to comply with this Section, including, but not limited to, fines, penalties , clean-up and disposal costs, and legal costs incurred as a result of Lessee’s generating, handling, transporting, treating, storing, or disposing of **hazardous waste” or **hazardous substances” on the Premises. Rev. l/86 044Om/CD6) -3- 7 - (c) It is understood and agreed that a Lessee who does not now, or in the future, generate, handle, transport, treat, store or dispose of “hazardous waste” or “hazardous substances” within the meaning of this Section, is not subject to the provisions of Subsection (b) supra. (d) Lessee shall not use or permit the use of the leased premises in any manner that will tend to create waste or a nuisance. In using the Premises, and in constructing, maintaining, operating and using the Improvements thereon, Lessee shall comply with any and all requirements imposed by federal or state statues, or by ordinances, orders or regulations of any governmental body having jurisdiction thereover, including, but not limited to, building and zoning ordinances, restricting or regulating or prohibiting the occupancy, use or enjoyment of the Premises or regulating the character, dimensions or locations of any improvements on the Premises. Should any governmental body having jurisdiction in the matter require Lessor to dedicate, restrict or otherwise encumber any portion of the Premises, or any of its adjoining property, as a condition to approval of Lessee’s use of the Premises, Lessor may, if said condition is unacceptable to Lessor, terminate this Lease. Lessee covenants to properly notify Lessor accordingly should any of the above occur. 6. TAXES (a) or assessm separately or ay all of said he amount or part rate or assessme equitably or fa portionable to the 7. CORDITIOR OF PRRHISES Lessee warrants that, prior to 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. a. ALTRRATIORS Lessee shall make no change or alteration in nor additions to Premises without first obtaining the written consent of Lessor. Rev. l/86 (MhdCD6) - - 9. MAINTENAMCE OF PRmISES 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 that repairs are necessary, Lessor may make such repairs as Lessor deems necessary to maintain them in a clean, sightly, sanitary and good condition and Lessee agrees to promptly reimburse Lessor for the cost of such repairs upon receipt of bill therefor. 10. UTILITIBS (a) Lessee shall pay any and all charges for water, gas, sewer, heat, light, power and telephone service and all other services supplied to or used on Premises or available, assessed or taxed to Premises. Lessee 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 a license 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 Two Hundred Fifty and No/LOO Dollars ($250.00), or such other sum as Lessor may from time to time put into effect, to cover the expense of preparing and processing each such license or permit. 11. FENCE Lessee shall, at Lessee’s expense, construct and thereafter maintain a fence or barricade, of a type approved in writing by Lessor, along the boundary lines of Premises adjoining other property of Lessor. 12. PIRB 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 6 hereof. 13. INDm4wITy (a) Lessee shall indemnify and save harmless Lessor against all loss, damage or expense which Lessor may sustain, incur or become liable for, including loss of or damage to property or injury to or death of persons, including the person or property of the parties hereto and their employes, and fines or penalties imposed upon or assessed against Lessor, arising in any manner out of: (1) The use of Premises by Lessee, its employes, licensees and invitees; Rev. l/86 Of4CbnND6) -5- - - (2) Any breach by Lessee of the terms, covenants or conditions herein contained; (3) The construction, maintenance or location on Premises of Improvements, utility lines or services; or (4) The sole or contributing acts or omissions of Lessee or the employes, licensees or invitees of Lessee in, on or about Premises or Improvements, except that if Lessor shall participate in any such contributing acts or omissions, 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 governmental authority. (~1 Upon written request by Lessor, Lessee shall assume the defense of any suit or action brought against Lessor, its agents or employes, alleging any claim for loss or damage against which it indemnifies Lessor hereunder, and Lessee shall pay all expense, including attorneys* fees, incurred by Lessee and/or Lessor in defending and settling all claims and liabilities against which it indemnifies Lessor hereunder. 14. 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 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 15 or any other section hereof. 15. INSUEUHCB (a) Lessee shall, at its expense, procure ep in force at al term of this Lease, comprehensive f insurance coveri including but no bility and Prope ge, assumed by Lessee under thi property dama be named as o the insured (b) All insur shall be plac ith insurance compan in which Premi are located, and a sh Lessor wi rtificate, or cer provide that it s y changed unl at least thirty (30 ation or ch all have been maile r at the addr esignated on the si Rev. l/86 (U4OuVCD6) -6- Lessee shall 16. SIGI?S 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 or decoration at Lessee's expense. 17. ERVIRORKRRT Notwithstanding any other provisions of this Lease, Lessee shall comply with all statutes, ordinances, rules, regulations, orders and decisions (hereinafter referred to as "Standards"), issued by any federal, state or local governmental body or agency established thereby (hereinafter referred to as "Authority"), relating to Lessee's use of the Premises hereunder. In its use of the Premises, Lessee shall at all times be in full compliance with all Standards, present or future, set by any Authority, including, but not limited to, Standards concerning air quality, water quality, noise, hazardous substances and hazardous waste. In the event Lessee fails to be in full compliance with Standards set by any Authority, Lessor may, after giving reasonable notice of the failure to Lessee, and Lessee, within thirty (30) days of such notice, fails either to correct such noncompliance or to give written notice to the Lessor of its intent to contest the allegation of noncompliance before the Authority establishing the Standard or in any other proper forum, take whatever action is necessary to bring the Premises into compliance. Lessee shall reimburse the Lessor for all costs (including but not limited to, consulting, engineering, clean-up and disposal costs, and legal costs) incurred by the Lessor in complying with such Standards, and also such costs incurred by the Lessor in abating a violation of such Standards, protecting against a threatened violation of such Standards, defending any claim of violation of such Standards in any proceeding before any Authority or court , and paying any fines or penalties imposed for such violations. Lessee shall assume liability for and shall save and hold harmless the Lessor from any claim of a violation of such Standards regardless of the nature thereof or the-.Authority or person asserting such claim, which results from Lessee's use of the Premises, whether such claim arises in whole or in part from the negligence or alleged negligence of the Lessor or otherwise. Lessee, at its cost, shall assume the defense of all such claims regardless of whether they are asserted against Lessee or Lessor. Upon written notice from Lessor, Lessee agrees to assume the defense of any lawsuit, administrative action or other proceeding brought against Lessor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this Lease for which Lessee has an obligation to assume liability for and/or to save and hold harmless the Lessor. Lessee shall pay all the costs incident to such defense, including, but not limited to, attorneys* fees, investigators' fees, litigation Rev, 1186 (WOmKD61 -7- expenses, settlement payments, and amounts paid in satisfaction of judgments. Any and all lawsuits or administrative actions brought or threatened on any theory of relief available at law, in equity or under the rules of any administrative agency shall be covered by this Section, including, but not limited to, the theories of intentional misconduct, negligence, breach of statute or ordinance, or upon any theory created by statute or ordinance, state or federal. 18. EVICTION In case of eviction of Lessee by anyone owning or claiming title to or any interest in Premises, Lessor shall not be liable to Lessee for damage of any nature whatsoever or to refund any rental paid hereunder, except the proportionate part of any rental paid in assign this Lease without first obtaining Lessor’s written consent advance. 19. ASSIGMMRNT Lessee shall not theref or. 20. SUBLEASE Lessee shall not written consent therefor. sublease Premises or any part thereof without first obtaining Lessor’s 2 1. TERMIMATIOP (a) 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; but upon any such termination, Lessee shall be entitled to have refunded by Lessor, a proportionate part of any rentals paid in advance. (b) Upon termination of this Lease in any manner provided herein, Lessee shall remove from Premises, at Lessee’s expense, any Improvements and appurtenances, 0 including all trade fixtures, personal property, utility lines, paving, foundations and any and all debris, leaving Premises in a cleared and reasonably level condition satisfactory to Lessor. If Lessee fails to complete the removal of said Improvements and appurtenances within thirty (30) days after termination of this Lease, Lessor shall have%he option, to be exercised in writing at any time thereafter, to either: (1) Perform such removal and clear Premises for the account of Lessee and in such event Lessee shall reimburse Lessor for all costs so incurred within fifteen (15) days after rendition of bill therefor; or (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 appurtenances. Rev. l/86 (M4OmKD6) -8- I?+ 22. ZfOTICES 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. 23. BANKRUPTCY If Lessee should become insolvent or fail in business, or make an assignment for the benefit of creditors, then Lessor may, at its option, terminate this Lease upon five (5) days' written notice. 24. FORFEITURR FOR DEFAULT If any rental hereunder shall be due and unpaid, or if default shall be made in any of the covenants or agreements of Lessee herein contained, or in case of any assignment or transfer of this Lease by operation of law, Lessor may, at its option, terminate this Lease by serving five (51 days' notice in writing upon Lessee or serve notice in writing upon Lessee notifying Lessee to cure any default or defaults within five (5) days from service and if Lessee fails to do so, this Lease will be deemed forfeited and terminated; but any waiver by Lessor of any default or defaults shall not constitute a waiver of the right to terminate this Lease for any subsequent or continuing default or defaults. 25. HOLDOVRR 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. 26. ATTORNEYS' FEES If Lessoi commences an unlawful detainer action or any other action against 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. 27. COblDRMUATIOI 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. Rev. l/86 (lWknKD6) -9- 13 28. 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. 29. TIM OF THE ESSERCL Time and specific performance are each of the essence of this Lease. 30. HEADIRGS ARD 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. 31. PUBLIC RECORD It is understood and agreed that this Lease shall not be placed of public record. 32. AHENDMJZRT OF LRASE 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, conditions, 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 authorised representatives of the parties. 33. BIRDING 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. X X Rev. 1186 (H4Gm/CD6) -lO- X 1c-J . . - II WITNESS WHEREOF, -this Lease has been duly executed, in duplicate, by the parties hereto as of the day and year first above written. THE ATCHISOI, TOPEKA AM) SANTA FE RAILWAY COMPANY One Santa Fe Plaza 5200 E. Sheila Street Los Angeles, CA 90040 CITYOFCARLSBAD 1200 Elm Avenue MARY H. @SLER Its Mayor (Lessee) 46515CR(4) Rev. l/86 (n40m/~~6) -11- . ’ 3 m&i d SECY’S NO. -* i- ’ . -’ i * > EXHIBIT “A” - ATTACHED TO CONTRACT BETWEEN . - THE ATCHISON, TOPEKA ANtN$ANTA FE RAILWAY COMPANY C#vY OF cx?k!!s43f%u7 CHICAGO, ILLLNOIS MC. JwZZ~~ -----------we SCALE: 1 lN;TO Fd FT. CHIEF ENGINEER /G!! A d-z.5 DIV. DESCRIPTION APPROVED /TdrP5@~ DIST. DATE : D&CZX?JK& /4 /yfs \ \ -=e . I -II- J ; /e/N L/d& -- j.-dAWC/dG7CYd 5ir I DIV. DWQ. NO. DIV. FILE NO. G.M. FILE NO. //oddg’d C.E. FILE NO. 64 d +- 4 & ,