HomeMy WebLinkAbout1997-10-28; City Council; 14402; APPROVAL OF AND AUTHORIZATION TO EXECUTE LEASE AND SUBLEASE FOR PALOMAR TRANSFER STATIONt
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j L I ’7 GI I WF CARLSBAU - AGENUWILL -- 3.d
AB#- TITLE: APPROVAL OF AND AUTHORIZATION TO DEPT
MTG. /o’$&--qJ EXECUTE LEASE AND SUBLEASE CITY
CITY DEPT.
RECOMMENDED ACTION:
Adopt Resolution No. ’‘ * I$ ’approving and authorizing execution of the lease and sub
the Palomar Transfer Station.
CSD FOR PALOMAR TRANSFER STATION
3
ITEM EXPLANATION
For the past several years, the City’s authorized solid waste handler, Coast Waste Mat
leased the Palomar Transfer Station from the County on a month-to-month basis. As regi
waste issues became more volatile in 1994, the County of San Diego attempted to e\
Waste Management from the Palomar Transfer Station site. Coast Waste filed a suit a!
County of San Diego for restraint of trade. At that point, the City intervened, and initiate(
domain proceedings. The City, the County and Coast Waste then agreed to suspend all Ii
an attempt to negotiate a mutually beneficial settlement agreement. In the interim, a revi
extending the lease period until May 31, 1997 was executed.
On August 14, 1997, the County Recorder’s Office recorded the settlement agreement be
City of Carlsbad, the County of San Diego, and Coast Waste Management. Among 0th
the agreement stipulated the County Airports Division will lease the Palomar Transfer Stal
City of Carlsbad and, in turn, the City will sublease the facility to Coast Waste Man
Sublease terms mirror the lease terms. The documents before you tonight have been ap
concept via the settlement agreement, and are implementing documents of the I
agreement.
The term of the lease/sublease is five years, commencing June 1, 1997 and terminatin!
2002. There is no option to extend. However, the City retains the first right of refusal, I
County ever elect to sell the site. Coast Waste shall make lease payments directly to th
The documents have undergone extensive review by all parties, as well as outside counse
As this property is owned by the County Airports Division, rather than the Solid Waste Di!
ownership of the station and lease payment revenue is not affected by the sale of the s(
system to Allied Waste. However, Allied will operate the scalehouse/fee booth, currently
by County staff. The tip fee ($38/ton) is established via the settlement agreement
operating revenue (established at $17/ton) currently granted to the County will transfei upon closure of escrow, anticipated to occur November 1, 1997,
FISCAL IMPACT
The monthly rent for the Palomar Transfer Station is $24,634.90, and shall be adjusted ai
the consumer price index. The rent will be paid directly by Coast Waste to the County.
EXHIBITS
I. Resolution No. 9 9 c 6 5 3
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RESOLUTION NO. 97-653
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SUBLEASE FOR THE PALOMAR TRANSFER STATION AND AUTHORIZING EXECUTION
=- CARLSBAD, CALIFORNIA APPROVING THE LEASE AND
WHEREAS, the City of Carisbad, the County of San Diego, and Coasi
Management entered into a settlement agreement regarding the Palomar Transfer Stat1
WHEREAS, the settlement agreement stipulated the County of San Diego will I
Palomar Transfer Station to the City of Carisbad; and
WHEREAS, the settlement agreement stipulated the City of Carisbad will sub1
Palomar Transfer Station to Coast Waste Management; and
WHEREAS, to that end, all parties have negotiated the attached lease and sub1
NOW, THEREFORE, BE IT RESOLVED, BY THE City Council of the City of
as follows:
1. The above recitations are true and correct.
2. The Lease for the Palomar Transfer Station between the County of San [
the City of Carisbad attached hereto is hereby approved.
3. The Sublease for the Palomar Transfer Station between the City of Car'
Coast Waste Management attached hereto is hereby approved.
4. The Mayor is hereby authorized to execute said documents on behalf of th
PASSED, APPROVED AND ADOPTED by the City Council of the City of Carl
regular meeting held on the 28th day of October , 1997, by the following bo
AYES: Council Members Lewis, Finni
NOES None ABSENT: None
ATTEST
T&w&EN
<SEAL)
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PALOMAR SOLID WASTE FACILITY SUBLEASE
OWNERILES- COUNn, OF SAN DIEGO, AIRPORTS DIVISION
LESSEE: CITY OF CARLSBAO
SUBLESSEE: COAST WASTE MANAGEMENT, INC,
PARCELS:
This Sublease Agreement (‘Sublease’) is made and entered into effective as of b\rcm bQr 3,1997, concurrent with, and contingent upon, entry of that certain
Lease between the County of San Diego Airports Division (“County Airports”) and the
City of Carlsbad, a copy of which is attacfred hereto as Exhibit A This Sublease is between the City of Carlsbad (“Carl-), a municipal capomtion and bwee ofthe sum Propertyfbtn County Airports under the Lease attactred as Exhibit A and Coas Waste Management, Inc. (‘Coaa. OT ’Sublessee‘), a CaJbia corporation engaged ir the solid waste business.
1. RECITALQ.
A Incident to the settlement of litigation betwlesr, Coast, Carl-, and the County of San Diego (?he Couw), Carl- and County Airports are entering into the Lease of the subject property attached hereto as Exhibi
R It is the intent of the parties to this Sublease that Coast, under this
Sublease will assume and perform all of Carlsbad’s obligations under its
Lease with County Airports, including but not limited to, the obligations t(
pay rent, to maintain and protect the property and to use the PrOQerty on as authorized by the CountyAirports/Carlsbad Lease.
Coast, CarWad, and the County each also has certain rights under thai
cmtain Setthmt Agreement, a copy of which Settlement Agreement is m hereto as Exhibit 8. It is the intent of the parties that, pursuani
b @i$ Sublease, Coast will perform all of Cartsbad‘s operational and si1
mktd ~iom under the Settlement Agreement during the tenn of coasfs Sublease.
The parties to this Sublease recognize and acknowledge that Coast is wrgntly th$ franchised solid waste collection provider for the City of
CadSbad On a montbto-rnonth basis. Nothing in this Sublease shell bc
constfued to alter that relationship br to extend the term thereof.
B.
C.
R.Rs -aatcumdsubk# cITcAD7.324 R.ubdocbkr0,1007 1
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A. ermllws .-
The prmi88S subleased to Coast under this Sublease are the same Property and Premises which Carlsbad leases from County Airports under the Lease attached
hereto as Exhibit A The premises ("Premises") shall include any additional acreage
added to the Carlsbad Lease, and shall exclude any acreage deleted, during the term
of this Sublease.
6. gffective Date.
This Sublease shall become effective when all of the following have occurred:
The Settlement Agreement attached as Exhibit 6 is signed by all
the parties, approved by the Court, and entered as provided by
law. [The Settlement Agreement was signed on Aug4st 11,1997, and this condition has been satisfied.)
County Airports and Carlsbad have executed the Lease attached
as Exhibit A and the same has become effective.
Coast has provided the appropriate bonds and proof of insurance
1.
2.
3. to CarlsW and County Airports as provided beiow.
C. Tern and fmvlsionq.
The terms and provisions of the County AirportsICartsbad Lease attached as
Exhibit A are incorporated herein by this reference as the terms, provisions, and
conditions upon which the Premises are subleased to Coast. In the event there is an]
conflict between the tenns, provisions, and conditions of the Lease between County
Airports and Carlsbad and the terms, provisions, and conditions of this Sublease, the
terms, provisions, and Corrdions of the Lease between County Airports and Carlsbad
shall corrtrol, provided that it is understood that the County AirportdCarlsbad Lease
sets the minim requirements and any additional requirements imposed by this
Sublease ShaEl apply and shall not be deemed in conflict with the Lease.
0. m
me rent to be paid by Coast is as set out in the County AirpartdCartsbad Le3
and Settlement Agreement attached as Exhibits A and B, respectively. coast shall I:
rent in a timely manner diredly to County Airports, With a copy of rent pamt
documentation to Carlsbad confirming that rent has in fact been paid. The rent to bc
paid by Coast shall include, as may be authorized by the County AirportslCadsbad
Lease and Settlement Agreement, respectively, any adjustments in the rent, late
Onlts-CartlCuhbd.er----
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payment penalties, and any other Lease related charges ("extra rent' pursuant to
Section 1 .I 1 of the County Airport/Cartsbad Lease) due from Carlsbad to the County. It is expressly undrwaood and agreed by the parties to this Sublease that in no event is
Carlsbad to --my of the costs of rent or other Lease related charges. Rather, it is
Coast's obligatiarr to make all of these payments. tf 8 secufity depaSlt is M@red by
County Airports under its Lease to Carlsbad, Coast shall make the required deposit.
E. Pavmnt of Tin Fee Reductions to Carlsbad Per Settlement
Aareement.
In addition to rent, Coast shall transmit to Carlsbad the amount of reduced tip
fees called for by lll(C)(6) of the Settlement Agreement attached hereto as Exhibit '8."
($2.50 per ton for all waste disposed of in County facilities above Carlsbads trash up tc a total of 800 tons per day, and $3.25 per ton on all waste disposed of in County
landfills between 800 and lo00 tons per day, minus Carlsbads trash, all as set forth in
more detail in the attached Settlement Agreement). Coast shall keep accurate records
in order to comply with the provisions of the Settlement Agreement attached as Exhibit
'8' and with the provisions of this Sublease, and Coast shall, within 15 days of the end
of each calendar month transmit to Carlsbad by check all amounts due punwant to thi!
subparagraph, together with an accounting of how the amount was computed. Any
disputes concerning the manner, timeliness, or arnount of such payments shall be
subject to the dispute resaiutiarr provisions of this Subletis8 and of the Settlement
Agreement.
F.
Coast accepts the Premises subjed to any and all existing easements and
Accentance of Premises bv Coas?.
encumbrances. Coast further acknowledges that it has, in fad, been utilizing the site
for some number of years and that in entering into this Sublease it does 90 having full inspected the Premises to its satisfaction. in this regard, Coast accepts responsibility
for the cost of mitigating any existing or futum hazardous or toxic materials cleanup tf
may be required at the site by the County Airport/Carlsbad Lease or as a result of
Coast's presence at the site. Coast further certifies and warrants that in entering inta
this Sublease it is not relying upon any representation as to the condition of the
property or the Premises by Cartsbad or County Airports. Coast further accepts and
acknowledges @m obligatior# of the County AitportslCarlsbad Lease and of the Sefllement Agfwmnt attached as Exhibits A and 8, mpedively, and that it has
reviewed the smne to its satisfaction with its own independent attorneys and advisor!
fully understands the same, and undertakes to perform the obligatiorrs thereof as cal
for by this Sublease in full without reservation.
G. Taxes.Assess ments and Feer.
Carisbad shall not be obligated to pay any taxes or assessments wing
against Sublessee related to the Lease, the Sublease, or the Premises or any intere
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of Sublessee therein before, during or after the term, or any extension thereof. All such
payments shall k the sole responsibility of Sublessee. In addition, Sublessee shall be
solely respodbbfor payment of any taxes or assessments levied upon my
such taxes or - result from the business or other activities of SUbl8!~%
upon, or in connedion with, the Premises.
H. lndemnitvhlold Harmlee.
Coast shall indemnrfy, defend, and hold harmless the City of Carisbad, County
improvement^, @@IW 01 personal oroperty !gaited on the premises, to the extent that
Airports, and their officers, employees, and agents from and against any and all claims,
demands, liability, judgments, awards, fines, mechanics' liens or other liens, losses,
damages, expenses, rents, charges or costs of any kind or character, induding attorneys' fees and court costs (hereinafter colledively referred to as 'claims'), arising
from or in connection with, of caused by, diredly of indiredly (1) any breach or default
by Sublessee of its obligations under this Sublease; (2) any act, omission, or
negligence of Sublessee, adive or passive, OT of any sub-sub-tenant OT sub-sub-lessee and/or their respective mtr8ctom, subcontractors, licensees, invit-, agemb,
damage to any persorr or property occurring in, on or about the Premisea or any part
thereof, or any sewice delivery facilities, or any other portions of the Premises wed by
Sublessee; and (4) any labor dispute involving Sublessee, its employees, corrttadors,
subcontractors, or agents, including without limitation, daims caused by the concurreni
negligent act or omission, wtrether active or passive, of Cdsbad or ita officers, agents,
and/or employees; provided, however, that Sublessee shall have no obligation to
defend or indemnify Carfsbad or County Airports or theit ofiicers, agents, and employees from claims caused by the negligent, wiltful or criminal ad of Carlsbad or
County Airports or their officers, agents, and employees.
The foregoing shall indude the obligation on the part of Sublessee and its
successors, assigns, and guarantors, if any, jointly and severally, to protect, indemnify
defend (with counsel of Carlsbad's choosing as to claims against Carl- and Count
Airports' choosing as to claims against County Airports), reimburse and hold Carlsbad and County Airports and their officers, apts, and employees harmless from any
claims, judgments, damage8, penalties, fines, costs or expens8s, known or unknown,
contingent or o#mwise, liabilities (including sums paid in settlement of claims),
personal injury (idtiding wrongful death), property damage (real or personal), or loss
including attomyr' fecw, mttants fees, and experts fees (consultants and experts
to be selected by Carlsbad) which arise during or after the tm of thi8 SuMease from
or in connection with the presenoe or suspeded presence of hazardous or toxic
materials as defined by applicable federal, state, and/or local law as a result of ads, I
Sublessee, its contradors, employees, customers, and/or agents anywhere in or on 11
Premises, including the soil, gmundwater, or soil vapor on w under the Property,
unless the hazardous or toxic materials are present as the result of the gros3
negligence or wiltful misconduct of Carlsbad, its ofiioers, agents or employee^. Withi
servants, or employees: (3) any use of the Premises, or any accident, injury, death or
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limiting the genwality of the foregoing, the indemnification provided by this sedion
shall spectfical)y COvlM Coas incurred in connection with investigation of site conditiuns
for any cleanup,r#nediatiOn, removal or restoration work required by any hazardous or toxic rnateriats t8WS because of the presenm of hazardous materials in the soil,
groundwater or soil vapor on the Premises resulting from the release or discharge of
hazardous materials by Sublessee during the course of Sublessee’s alteration or
improvement of the Premises, unless the hazardous materials are present a8 a result
of the gross negligence or willful misconduct of Carlsbad or County Airparts or their
officers, agents, or employees.
In the event that Carlsbad shall exercise any of its rights under this Sublease to
enter the Premises and/or the Property or to authorize others to do so, Sublessee and
their officers, employees, and agents shall not be liable for, and Carlsbad shall defend indemntfy, proted and hold said parties harmless from any and all daim, demands,
liability, judgments, awards, fines, mechanics’ liens or other liens, losses, damages,
expenses, charges or costs of any kind or charader, including adual attameyd fees and court costs (colledively refwed to as ‘claims’), arising from or in atmction with
or caused by, directly or indirectly, any such entry by Carlsbad or its agentrr resufting i
any accident, injury, death or damage to any pcmon or propwty occurring in, on, or
about the Premises or any part thereof, or any service delivery facilitiles or any other
portions ofthe Property.
1. jmurance.
Without limiting Sublessee’s indemnification obligations to Carl- and Coun
Airports as set out above, Sublessee shall provide and maintain, during the tenn of tf’
Sublease and for such other period as may be required herein, including any holdovc
period, whether authorized or unauthorized, insurance in the amounts and forms specified in Exhibit E to the County AirportlCarlsbad Lease which shall name
Carlsbad, the members of its City Council, and its &ce~, @, em&a and
volunteers, individually and collectively, as additional insureds Coast shall provide
Cartsbad with the amate CeRificates of inswam confirming Carlsbad’s status i
an additional insured in the form and manner as called for by paraoraph E of Exhibit
to the County &port/CMsbad Lease. Coast expressly acknowiedges and agrees tt
the rights, rand#$, and benefits running in favor of ColKlty Airports under Exhibit E
the County Lease with respect to insurance requirements also run 1
the benefit de--, and are enforceable diredly by Carfsbad.
J. @moectioq.
Carlsbad and its designated agent or agents, and County Airports and its
designated agent or agents representing the landowner, shall have the rim at any
and from time to time, on reasonable notice to Sublessee (except in the event of an emergency in mi& aw 110 notice shall be required) to in- the Premises to
determine Wether Sublessee is complying with Sublessee’s obligatians set forth k
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Sublease, and to perform environmental inspections and samplings during regular
business hour8 (m in the event of an emergency) or during such other hours as
Carlsbad and/or CWnty Airports and Sublessee may agree. If Sublessee is not in
compliance with @ Obligations in any resped, upon demand for correction and failure
to cure in a reamable fime on the part of Sublessee, Carlsbad and/or county firports
shall have the right, in addition to Carlsbad's and County Airports' other remedies
available at law and in equity, or under the Settlement Agreement, to enter upon the
Premises immediately and, at Sublessee's expense, take such action as Carisbad
and/or County Airports in their sole judgment deems appropriate to remediate any
actual or threatened violatiom caused by Sublessee andlor to proted Carisbad's interest in ensuring that its lease with County Airports is not violated. Carlsbad and
County Airports will use reasonable efforts to minimize interference with Sublessee's
us8 of the Premises but will not be liable for any interference caused by Carlsbad's or
County Airports' entry and remediation efforts.
K Owrations Acrreement.
In conformance with section N(C)(3) of the Settlement Agmment'attached
hereto as Exhibit 'B,' the Operating Agreement attached hereto and incorporated
herein by this reference as Exhibit 'c' shall govern day to day ooeratKXrs atthe
Facility. The Operations Agreement may be revised from time to time by an agreemW
in writing signed by the Carlsbad City Manager and an authorired representative of
Coast without the need for a formal amendment of this Sublease. CartlJbad shall, at all
times, keep in its official files an up-to-date version of this Sublease together with an
uptodate version of the Operations Agteement
L. Assignment. Conso nt ReauiM.
Sublessee shall not voluntarily or involuntarily assign, sublease, mortgage,
encumber, or otherwise transfer all or any portion of the Premises or its interest in this
Sublease without Carisbad's and County Airport's prior written consent. Carlsbad sha
consider any requested assignment in cunfmance with the terms of the Settlement
Agreement. Carlsbad's consent shall not be unreasonably withheld. County Airports shall consider any request for assignment in conformance with the terms of the Lease
between County Airpod8 8nd Carlsbad. Any attempted assignment or transfer on the
part of Subleano Wittrout Cahbad's and County Airports' prior written consent shall t
void and shaU aenrtfaRe a keach of this Sublease. Cadsbad's and County Airports' consent to my aosigmd or Sublease will not be effective until a document in writin
is signed memorializing carlsbad's and County Airports' approval and the assignee o
sub-sub-lessee ha assumed ail of the obligations of Sublessee and has agreed to perform all of Sublessee'e Obligations.
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cKw7.324 Rniud adobw 0.1QO7 6
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M. of Default
The occuR#1cB of any of the following shall constitute a default by Sublessee
and a breach of this Sublease:
1, Failure on the part of Sublessee to perform any material asped of
this Sublease, including Exhibits A and 8 refened to in this
Sublease.
Failing of refusing to pay any rent or other monetary obligation in a timely manner.
Maintaining, committing, or permitting on the Premises waste, a nuisance, or use of the Premises for an unlawful purpose, or
assigning or subletting this Sublease in a manner contrary to the provisions of this Sublease.
Failure to remediate or othemise take conedive adion as to any matter upon the demand of Carlsbad.
2.
3.
4.
N. aht and R-.
Should Sublessee fail to perform its obligations under this Sublease, Carlsbad
The right of Carlsbad to terminate this Sublease and Sublessee’s right to possession of the Premises and to reenter the Premises,
take possession thereof and remove all persons therefrom,
following which Sublessee shall have no further claim thereon or
hereunder.
The right of Carlsbad without terminating this Sublease and
Sublessee’s right to poss8ss~on of the Premises, to reenter the Premises and occupy the whole or any part thereof for and on
c account of Sublessee and to collect any unpaid rents and other dwges which have become payable, or which thereafter becon
The right of Carlsbad, even though it may have reentered the
Premises, to el& thereafter to terminate this Sublease and
Sublessee’s right to possession of the Premises. Should Carlsl
re-enter the Premises, Carisbad shall not be deemed to have
terminated this Sublease and the liability of Sublessee to pay r(
and other charges thereafter ami-, and Sublessee’s liability
damages under any of the provisions af this Sublease shall
may exercise any of the following rights:
1.
2.
payable*
3.
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continue unless and until Carlsbad shall have notified Sublessee in Writing that it has so elected to terminate this Sublease and
SubhWrr right to possession.
It8 rights under its Lease with County Airports. me rights and remedies at Carfsbad set forth in this Paragraph (N) are in
addition to the rights of County Airports under the Lease between County Airports and
Carlsbad.
-_ 4.
0. Defaults bv Carl-.
If Carlsbad shall neglect or fail to perform or observe any of the terms,
covenants, of conditions contained in this Sublease and/or in Exhibits A and B attached
hereto to be performed on the part of Carlsbad and which are necessary in order to
enable Coast to perform its obligations, up notice thereof, in writing, from Coast to
Carlsbad , Carlsbad shall within a reasonable time cure any such failure of
performance on its part. In the event that Carlsbad fails OT refuses to cum any such failure of performance on its part, sudl failure shall be deemed a material breach of this
Sublease entitling Coast to the remedies provided at law and in equity, including but
not limited to, the right to terminate the Sublease and cease paying rerrt
P. Noticeq.
Notices under this Sublease may be delivered, in writing, by mail or personal
City Manager
City of Carlsbad
1200 Carlsbad Villw Drive
Carlsbad, CA92008
Coast Waste Managemeclt, Inc.
delivery to the following parties at the following addresses:
ClO
Countyd8.nbkgo
AiQ0rtSoivwotl
196OJoeCmM
El Caw, CA 92020
Any party may, by written notice, delivered pursuant to this pvision, at my ti
designate a diflerent 8ddms and conk2 person to whom n0tiCeS shall be mt.
onns --- mcm7.324 8 ~.vc.dodDkre. 1987
0
Q.
Sublessea.mms and acknowledges that Garlsbad has a ri@t ot first
of Rdocrrti on Assistance Benefitq.
refusal to acquire the property under Exhibits A and 8 attached hereto, and that
Carlsbad may, in the future, (but not during the term of the County Airport/Carlsbad
Lease) undertake by eminent domain to acquire title to the property. By entering into this Sublease and becoming a subtenant of Carlsbad, Sublessee may become entitled
to receipt of 'relocation assistance benefits' pursuant to the Federal Uniform
Relocation Assistance Act and/or the California Relocation Assistance Law, should
Carlsbad at some time make use of the Premises in such a way as to 'displace"
Sublessee from the Premises. In consideration of Carlsbad's agreement to enter into
this Sublease, Sublessee hereby waives any and all rights it may now have, or may
hereafter obtain, to relocation assistance benefits under federal, state, or local law arising out of Carlsbad's assertion or exercise of its rights under this Sublease and/or
its right to pursue eminent domain, and Sublessee releases Catlsbad and County
Airports from any liability for payment of such relocation bedits, provided, howlever,
that Sublessee does not waive its rights to relocation bedits as to any Bntity other
than Carlsbad and County &rpods.
R. lntwration of Sublease with Countvlcarlsbad Lease and Settlm
Aamment.
The terms, conditions, and provisions of this Sublaam shall be integrated with
the County AirportdCarisbad Lease (Exhibit A) and the settlement Agmment (Exhiba B). The fad that some pmvisiona, but not all, of the Countylcarlsbad Lease (Exhibit P
and/or of the Settlement Agrement (Exhibit B) may be restated in this Sublease does
not diminish the validity or importance of any of the other provisiorrs. The provisions (
Exhibits A and 6 set the minimum requirements as wppiemnted by any additional
provisions in this Sublease. Under all circumstances Coast shall, at minimum, be obligated to perform all of Carlsbad's obligations to the County under Exhibit A
S. JExpansfoq.
The Premism shall be expanded, if at all, in cmfmance with the terms and
provisions of B A and 8. In the event of expansion, Carlsbad and Sublessee
agree to amend thk Sub- as appropriate to incorporate any such expansion. Nc
expansion of the Premises on the part of Sublessee shall occur except with the prior
express written consent of Carlsbad and County Airports in a manner consistent witt
Exhibits A and 6.
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111. ERAl PR0VISK)NQ.
A Autborttv.
Sublessee repmmts and warrants that it has full power and authority to
execute and fully perform its obligations under this Sublease pursuant to its governing
instruments, without the need for any further action, and that the person($) executing this Sublease on behalf of Sublessee is(are) the duly designated agent@) of Sublessee
and is(are) authorized to do so.
6. Brokers.
Sublessee warrants that it has had no dealings with any real estate broker or
agent in connection with the negotiation and/or execution of this Sublease. In the
event any broker other than the brekers acknowledged in Writin0 by Carlabad make
claim far monies owed, Sublessee shall indemnify, defend and hold Carlsbad and county Airports harmless therefrom.
C. Cadonp.
The captions, headings and index appearing in this Sublease are inserted for
convenience only and in no way define, limif, comtrw, or describe the scope of intent of the provisions of this Sublease.
D. ctsbad AaoroM.
Except where stated herein to the contrary, the phrases 'Carlsbad's approval,'
and "Carlsbad's written approval' or such similar phrases shall mean approval of
Carlsbad's City Manager or said Manager's designee as authorized by said Manager i
writing.
E.
Any dispute OT allegatkm of breach of this Sublease shall be handled in
Iem~Uon of Breach: Notice: RiaM to Curp
confmancew&bU~~ dispute resolution and breach provisions ofthe Settlement
Agreement and #?8 County AirportdCarfsbad Lease.
F. ~lattve Rwnediw.
In the event of a default under this Sublease, each party's remedies shall be
limited to those remedies set forth in this Sublease; any sudl remedies am cumulativ
and not exclusive of any OW remedies under this Sublease to which the non-
defaulting party may be entitled.
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G. m AcrrscHm#tt.
This Sublerwe, together with all addenda, exhibits and riders attached hereto,
constitutes the entire agreement between the parties with resped to the subject matter
hereof, and all Mot or contemporaneous agreements, understandings and
representations, oral or written, are superseded.
H. gstocmel CeMcate.
Sublessee shall at any time during the term of this Sublease, within five (5)
Statmerlt in w-ting certifying that this Sublease is unmodified and in full force and
effect or, if modified, stating the nature of such modification. Sublessee’s statement
shall include other details requested by Carlsbad, such as the date to which rent and
other charges are paid, Sublessee’s knowledge concerning any outstanding defaults with resped to Cartsbad’s obligations under this Sublease and the nature of wcb
defaults if they are claims. Any such statmat may be relied upon ConCElrsiely by an)
prospective putcham or mcumbmm of the Premises. Subleww’s failure to dolive! such statements within such time shall be corrclusive upon Sublesrree that this
Sublease is in full force and effect, except to the extent any modification has been
represented by County, and that there are no uncured default8 in Carisbad’s
performance, and that not more than one month’s rent has been paid in advance.
business days of writtefl notice from Carlsbad, execute and deliver to Carlsbad a
1. mhibi&.
All exhibits referred to herein are attached hereto and incaporated by refmu
3. Force Maieure.
In the event either party is prevented or delayed from performing any act or
discharging any obligation hereunder, except for the payment of rent by Sublessee,
because of any and all causes beyond either party‘s reasonable control, including
unusual delays in deliveries, aklonnal adverse weather conditions, unavoidable
casualties, strikm, labot disputes, inability to obtain labor, materials or equipment, ac
of God, gov~l rmMctms , regulations or oontrols, any hostile government actions, civil cminotm and fire OT other casualty, legal actions attacking the validity
this Sublease or Carlsbad‘s OCCUP~V~C~ of the Premises, or any other cas~alties beyo
the reasonabpe control c# either party ex-t casualties resulting from Lessee’s
negligent operation or maintenance of the Pmises or the Property (‘Force Majeure’
performance ofsuch ad Snail be excused for the period of such delay, and the perio fw perf0rmam;e of su& a -11 be extended for a period equivalent to the perid 0 such delay. Force Majeure shall not include any.bankruptcy, insolvv, or other financial inability on the part of either party hereto.
ow5 --- mmD7.324 RevbododpkrO. 1987 11
0 0
K Govrmina.
This Subhse shall be governed, constmed and enforced in accordam with the laws of the state of Caliimia.
L. Intemretatloq.
The parties have each agreed to the use of the particular language of the
provisions of this Sublease, and any question of doubtful interpretation shall not be resolved by any rule of interpretation providing for interpretation against the parties
who cause an uncertainty to exist or against the draftsperson.
M. Joint and Several Liabilitv.
If more than one persorr or entity executes this Sublease as Sublessee, each of
them is jointly and severally liable for all of the obligations of Sublessee hereunder.
Mas880 Admin istratiog #s Lw N.
Sublessee confirm8 that Sublessee’s Lease Administfatof has been given full
operational responsibility for compliance with the terms of this Sublease. Sublessee
shall provide Carlsbad with a written schedule of its normal hours of businem operatio
on the Premises, and sublessee’s su~6aaa AdminiwW M 8 mV0
designated thereby shall be (i) available to Carlsbad m a hmty-four (24) hout a day,
seven (7) day a week, basis, and (ii) present on the Premises during Sublessee’s
normal business hours, to resolve problems or answer questions pertaining to this
Sublease and Sublessee’s operations on the Premises.
0. Modificati~~.
The provisions of this Sublease may not be modified, except by a written
instrument signed by both parties and approved in writing by County Airports.
P. pIltirl-. -
If any provbkrr d thii Sublease is determined by a court of competent .
jurisdiction to be invalid or memforceable, the remainder of this Sublease shall not bc
permitted by law.
&dd thereby. Each prauih shall be valid and enfmaable to the fullest extent
Q. pavmem.
Except as may otherwise be expressly stated, each payment required to be
made by Sublessee shall be in addition to and not in mitut*m for other payment:
be made by Sublessee.
mmr.324 -5 .&dcubbd-
R.vbrdocbkr9.1001 12
m a
R. 6, Adam.
This Subkrse shall be binding on and inure to the benefit of the parties and
their SUCCBSW~ and assigns, all ef whom shall be @intly and SeVWally liable -
hereunder, except as may otherwise be provided herein.
S. TimeafFuo nee.
Time is of the essence of each and every provision of this Sublease.
T. waiver.
No provision of this Sublease or the breach thereof shall be deemed waived,
except by written consent of the party against whom the waiver is claimed. The waiver
by Carlsbad of any breaccI of any term, covenant or condition contained in this
Sublease shall not be deemed to be a waiver of such tm, covemnt or qmdition of
any subsequent breach thereaf, or of any other term, covenant or condiicm contained in this Sublease. CarWad’s, or County Airports’, subsequent acceptance of partial rmf or perf or ma^ by Sublessee shall not be deemed to be an accord and satirdadia
or a waiver of any precediq breach by Sublessee of any term, covenant OT dltian u
this Sublease by mmon of such breach, @le88 of cafkd’8 or county AifpOfb’
knowledge of such preceding breach at the time ufCa&bad’s or County Airports’ acceptance. The failure on the part of Carlsbad to require exad or full and mplete
compliance with any of the cov~s, condi of agwmmb of this Sublease shall
not be construed as in any manner changing or waiving the terms of this Sublease or
as estopping Carlsbad from enforcing in full the provisions hefeaf. No custom or
practice which may arise or graw up between the parties hereto in the course of
administering this Sublease shall be construed to waive, estop or in any way lessen th
right of Carlsbad to insist upon the full performance of, or compliance with, any term,
covenant or condition Weof by Sublessee, or construed to inhibit or prevent the right!
of Carlsbad to exercise *b rights with respect to any default, dereliction or breach of this Sublease by Sublessee.
IN WIT&= WHEREOF, Carlsbad and Sublessee have duly executed this
Sublease as d&O day and year first above written.
c-
SUBLESSOR:
Dated: November 3, 1997 C
B
ods-cadG&bd- mw7.324 R.vldOdDkr@.lm 13
e m
SUBLESSEE:
COAST WASTE MANAGEM€NT, INC.
By:
Dated: foh?hF
mw cze
APPROVED AS TO FORM:
Dated: lo(?/w WORDEN, WILLIAMS, RICHMOND & ELLIS
~lfOrCitydcah8bad
Dated: Io (11 197 -
-, €.WlUC4bn )sJmd
By: e-
forc coast waste
Management, I=
NOTE: THIS SUBLEASE HAS BEEN REVIEWED AND APPROVED 6Y THE COUNT
OF SAN DlEGO AIRPORTS DMSION, IANDOWNER AND MASTER LESSOR, AS
SET FORTH IN THE ATACHED CONSENT TO SUBLEASE. *
ms*c#rHcukbd-
mw7924 RwoQPkcO, lW7 14
21061 S. We$
Torrance, CA
(310) 212-70!
a e
(310) 222-87(
USA WASTE 0- PACIFIC ,. REGION . -.
October 17, 1997
D. Dwight Worden, Esq.
Worden, Williams, Richmond & Ellis
462 Stevens Avenue, Suite 102
Solana Beach, CA 92075
RE: Carlsbad/Coast Palomar Station Lease and Sublease
Dear Mi. Worden:
I am Regional Counsel for USA Waste Services, Inc., responsible for thc
legal affairs of USA Waste in, among other places, San Diego County.
This letter is written to provide my opinion that Robert B. Shaw, as Vict
President of Coast Waste Management, Inc., a wholly-owned subsidiary o
USA Waste Services, Inc., has been duly appointed to that position by thc
director of Coast Waste Management, Inc. Further, in accordance with tht
Articles of Incorporation and By-Laws of Coast Waste Management, Inc., :
wholly-owned subsidiary of USA Waste Services, Inc., Mr. Shaw i!
authorized to execute binding agreements on behalf of Coast Wastc
WA FEDERAL EXPRESS
Management, Inc.
Sincerely,
COAST WASTE MANAGEMENT, INC.
Pm~k
E. William Hutton
Regional Counsel
EWH:md
BII-341.97
0 - 0
INDUSTRIAL LEASE - AIRPORTS
MCCLELLAN-FALOMAR AIRPORT
CARLSBAD, CALIFORNIA
LESSOR: COUNTY OF SAN DIEGO
LESSEE: CITY OF CARLSBAD
PARCEL: 97-0085-A1
CCSF: 85.20A, 8/96 COUNTY CONTRACT NO. 9 I 9 '7-
CCSF 85.20A, 1\96
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a - 0
INDEX
ARTICLE 1: SUMMARY OF BASIC LEASE PROVISIONS .........
1.1: Lessor o . a o o o e I o a 1 o I o . o 1 . D o D
1.2: Lessee e s . . e s o I * o Q . D . a D . . 9 s .
1.3: Premises and Property ..............
1-4: County's and Lessee's Lease Administrators , , D
1.5: Effective Date . o D a o a n .*-00"**.* 1.6: Term . o -. . -. - *. e s o D r e o D o o I -
1.7: Commencement Date o o o s o n . o . . , - . c . o
1.8: Rent Start Date .................
1-10: Cost of Livincj- Adjustments ...........
1.12: Security Deposit e I - . . e . o - . . D . , o :
1.13: General Description of Lessee's 'Jse of
1.9: Rent . . - . ..................
1.11: Extra Rent . - .................
Premises + e - - e o D . s - ......... 1
1.14: Definitions . e . D o o o D ..""O.0..* 1 ............... 1.15: Exhibits to Lease 1
le16: Construction of Lease Provisions D D n o . s o 1
ARTICLE 2; LEASE OF PREMISES ................ :
2.1: Description o . * . o o o . o o . , e . o e . ~ 1
2.3: Reservations to County/Easement Reservations . 1
2,4: Lease Subordinate to Conditions and
2.2: Mineral Rights ................ :
Restrictions Imposed by Public Agencies
on Airport Operations ............. 1
County's Right to Operate Weigh Scales
Facilities .................. 1
2.5:
ARTICLE 3: TERM OF LEASE AND FIRST RIGHT TO PURCHASE
THE PREMISES .......... ......... 1 3.1: Term; Definitions 1
3.2: First Right to Purchase the Premises ..... 1
3.3: Consideration for First Right to Purchase the
Premises 1
3.4: Surrender of the Premises; Quitclaim of
Lessee's Interest Upon Termination ...... 1
ARTICLE 4: RENT 1 .......................
4.2: Extra Rent . o Q . e D (. e D . . o . . D o e e 1
...............
...................
4.1: Base Monthly Rent ...... ......... 1
CCSF 85.20A, 1\96
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a 0
4.3: Delivery of Rent Payments ............
4,4;
4.5 : Cost of Living Adjustments (\‘COLAff) to the
Failure to Pay Base Monthly Rent or Extra
Rent; Late Charge ...............
Base Monthly Rent o D c o e . , @ o D . s o . . -
4.5,1: Consumer Price Index D o . o . . e . . s o . s :
ARTICLE 5: SECURITY DEPOSIT ................. :
ARTICLE 6: POSSESSION AND USE ................
6.1: Permitted Uses - . o e D o - o o a D o s . . s . .
6.2: Duties and Prohibited Conduct .........
6.3: Compliance with Laws D D . . e s o o o r . D o ,
6.4: Substance Abuse 1 e e a D . . ~ . o ., . . I o . L
6.5: Control of Premises .............. ;
AIiTICLE 7: UTILITIES D D . m . o . D D . D o o o - d . D . o 2
ARTICLE 8: MEICIIANICS’ LIENG - - D . 1 D o . - . . D o - e . . 2
8.1: Mechanics’ Liens o . o e - . e - - D - - . - . . :
8.2: Contest of Lien ................ :
8.3: Right to Cure ................. :
8,4: Notice of Lien . D o o 1 e D - a . D o . o . o f 2
8.5: Notice of Nonresgonsibility .......... 2
ARTICLE 9: SECURITY ..................... Z
ARTICLE 10: IMPROVEMENTS; PERSONAL PROPERTY; FIXTURES;
MINOR ALTERATICINS ................ 2
10.1: Improvements ................. :
10,2: Construction Requirements ........... 2
10.3: Councy’s Costs; Indemnity ........... 2
10.4: Personal Property . . , , , , , , , , . , , , , 2
10.5: Fixtures ................... 2
10.6: Signs and Lighting .............. 2
10.7: Minor Alterations ............... 2
ARTICLE 11: TAXES, ASSESSMENTS AND FEES ........... 2
11.1: Responsibility for Payment of Taxes
and Assessments ................ 2
11.2: Definition of “Taxes” ............. 2
11,3: Creation of Possessory Interest ........ 2
CCSF 85.20A. 1\96 3
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ARTICLE 12: REPAIRS; MAINTENANCE ..............
12.1: Acceptance of Premises o . - s 1 o . o * e . a
12.2: Lessee's Repair and Maintenance Obligatlons o -
12.3: Lessee's Failure to Maintain .........
12.4: Right to Enter c a Q o o o . e s . . o . o - .
12.5: Leasehold Compliance Surveys .........
12.6: County Not Obligated to Repair or Maintain:
Lessee's Waiver of California Civil Code
Section 1942 e D D o 'DD*eO-a=-"-.'
ARTICLE 13: INDEMNITY AND INSURANCE . . D s . . D e m . . o e
13.1: Indemnity . . o D a D . Q o c . . + . . D . . o
13.2: Insurance ...................
ARTICLE 14: HAZARDOUS MATERIALS o I b . I ~ , ~ ~ , . , ~ ~ .
14.1: Hazardous Materials Laws - Definition . a . D ,
14.2: Hazardous Materials - Definition .......
14.3: Lessee's Representations and Warranties ....
14.4: Indemnification by Lessee ...........
14.5: Remedies Cumulative; Survival D D o . . , 1 . .
14.6: Inspection ..................
14.7: Underground Storage Tanks ...........
ARTICLE 15: ASSIGNMENT, SUELEASING ANI2 ENCUMBRANCING .... 15.1: County's Consent to Subleasing Required ....
15.2: County's Election ...............
15.2.1: Consent to Sublease .............
15.2.2: Denial of Consent to Sublease ........
15.2.3: Article Controlling .............
15.3: Sublease Processing Fee o ...........
15.4: NO Release of Lessee
15.6: Approval of Temporary or Limited Activities by
..............
15.5: No Merger ...... ..............
County : ....................
ARTICLE 16: DEFAULTS BY LESSEE; COUNTY'S REMEDIES ...... :
16.1: Events of Default :
........ ---.-----.-- L 16.2: Notices
16.3: County's Rights and Remedies ......... 1
16.4: County's Damages 1
16.5: Lessee's Waiver
...............
............... ................ 1
4 CCSF 85,20A, 1\96
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e 11)-
-
ARTICLE 17: DEFAULTS BY COUNTY; REMEDIES d . D o . o o ., o I
ARTICLE 18: ABANDONMENT ~ D = D o e D . ~ . o s e D ~ c o . -
ARTICLE 19: BANKRUPTCY . 1 5 e e , o D o o a D o ~ e I - ~ o
19.1: Right of Termination o = o . . # . ~ s D . ~ .
19.2: Request for Information a o . e . . D D .I f ~ ~
,ARTICLE 20: DAMAGE OR DESTRUCTION ..............
20.1: Insured Casualty . . o . o D . o D . n . ” . .
20.2: Construction Provisions ............
20-3: Abatement of Rent s , o D D e v o D ” ~ o e . o
20*5: Uninsured Casualty ~ . , - D - o o o - o - , .
20.6: Major Destruction ...............
ARTICLE 21: EMINENT DOMAIN .................
21.1: Condemnation .................
21.2: Continuation of Lease After Condemnation . . ~
21.3: Lessee’s Award ................
21.4: Allocation of Condemnation Award for a
Total Taking of the Premises .........
ARTICLE 22: SALE OR MORTGAGE I3Y COUNTY ...........
22.1: Saie or Mortgage . o D s I a . - . D e - I . .
22.2: Release on Sale ................
ARTICLE 23; SUBORDINATION; ATTORNMENT ............
20-4: Release of Liability o - o * o o D . o o . @ s
23.1: Subordination .................
23.2: Attornment ..................
ARTICLE 24: COUNTY‘S RIGHT OF ACCESS ............
ARTICLE 25: QUIET ENJOYMENT .................
ARTICLE 26: HOLDING OVER ..................
ARTICLE 27: NOTICES .....................
27.1: Notices ....................
27.2: Default Notices ................
ARTICLE 28: NONDISCRIMINATION ................
CCSF 85.20A. 1\96 5
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W 0 __ -
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ARTICLE 29: AFFIRMATIVE ACTION PROGRAM ...........
ARTICLE 30: WAIVER OF RELOCATION ASSISTANCE BENEFITS . + . .
30.1: Relocation Assistance Benefits e r e . o c . ,
30.2: Lessee‘s Waiver and Release of Relocation
Benefits ...................
ARTICLE 31: RECORDS, ACCOUNTS AND AUDITS ..........
ARTICLE 32: GENERAL PROVISIONS o o @ I o o I , 1 , ~ ~ . o .
32.1: Authority . . a o . o D D D + . o o o e 1 o e D
32.2: Brokers D . . - - D ., e o * . . e 6 D o . o . ~
32.3: Captions ...................
32,4: County Approval e o D e , e . e . o . . D s o 1
32.5: Cumulative Remedies . @ o o . . e , o . . s . D
32,7: Estoppel Certificate .............
32-8: Exhibits ...................
32.6: Entire Agreement ...............
32-9: Force Majuere .................
32.10: Governing Law ................
32.11: Interpretation ................
32.12: Joint and Several Liability .........
32.13: Lessee’s Lease Adminlstratlon . . - D . . e .
32.14: Modification .................
32.16: Payments ...................
32.17: Successors & Assigns .............
32.18: Time of Essence ...............
32-19: Waiver ....................
32.15: Partial Invalidity o o , ” , , D , . o . . ~ .
EXHIBIT A: DESCRIPTION AND PLAT OF THE PREMISES
EXHIBIT B: FEDERAL AVIATION ADMINISTRATION REQUIREMENTS
EXHIBIT C: MCCLELLAN-PALOMAR AIRPORT INDUSTRIAL AREAS DEVELOPMEP
STANDARDS
EXHIBIT D: MCCLELLAN-PALOMAR AIRPORT INDUSTRIAL AND AVIATION
AREAS PERFORMANCE STANDARDS
EXHIBIT E: INSURANCE REQUIREMENTS
A: Liability Insurance
(1): Comprehensive General Liability Insurance
CCSF 85.20A. 1\96 6
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- --
- m e -
-
(2) : Commercial General Liability Insurance
(3) : Required Liability Policy Coverage
(4 1 : Additional Insured Endorsement
(5) : Primary Insurance Endorsement
(6): Form of Liability Insurance Policies
(1) : Deductible
(2) : Rental Income Insurance
(3) : Loss Payee
(4) : Proceeds of Insurance
Liability Insurance
Liability Insurance
(1) : Certificates of Insurance
(2) : Claims Made Coverage
(3): Failure to Obcain or Maintain Insurance; County
(4): No Limitations of Obligations
(5): Notice of Cancellation or Change of Coverage
(6) : Qualifying Insurers
(7) : Review of Coverage
(8 ) : Self - Insurance
(9) : Sublessees' Insurance
(10) : Waiver of Subrogation
B: All Risk Fire Insurance
C: Comprehensive Automobile/Aircraft /Watercraft
D: Statutory Workers' Compensation and Employer's
E: General Provisions
Remedies
EXHIBIT F: COUNTY OF SAN DIEGO REQUIRED SUBLEASE PROVISIONS
CCSF 85.20A. 1\96 7
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w 0 ~
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INDUSTRIAL LEASE AGREEMENT
(AIRPORTS)
THIS INDUSTRIAL, LEASE AGREEMENT ("Lease") is made and
entered into effective as of f 1997 ('!Effective Date" ) by and between the COUNTY OF SAN DIEGO, a political subdivision
of the State of California (llCountylr), and the CITY OF CARLSBAC
a municipal corporation ("Lessee") .
IN CONSIDERATION OF THE RENTS AND COVENANTS set forth in
this Lease, the County hereby leases to Lessee, and Lessee here
leases from County, the Premises described in Article f (SUMMAR
OF BASIC LEASE PROVISIONS) below, upon the following terms and
conditions:
ARTICLE f
SWRY OF BASIC' LEASE PROVISIONS
1.1 Lessor: COUNTY OF SAN DIEGO, a political
subdivision of the State of California
Address for notice:
Director
Department of General Services
Building 2
5555 Overland Avenue
San Diego, California 92123
with a copy to:
Assistant Deputy Director - Aviation
1960 Joe Crosson Drive
El Cajon, California 92020
1.2 Lessee: CITY OF CARLSBAD, a municipal corporation
Address for notice:
2075 Las Palmas Drive
Carlsbad, CA 92009
CCSF 85.20A, 1\96 8
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1.3 Premises and ProDertva The Premises means that
approximately 10.975 acres designated Parcel 97-0085-A1 as
delineated on Exhibit "Arr (DESCRIPTION AND PLAT OF THE PREMISES
attached hereto and by this reference incorporated in this Leas!
The term "Property", as used herein, includes the Premises, ail
buildings and improvements to the Premises, the parking lots ani
any parking structures appurtenant to the buildings, and such
other facilities, structures and improvements located thereon.
1,4 County's and Lessee's Lease Administrators: This Lea
shall be administered on behalf of County by the Director,
Department of General Services, County of San Diego, or by such
personss duly-authorized designee, referred LO collectively in
this Lease as IlCounty's Lease Administrator", and on behalf of
Lessee by Lessee's City Manager, or by such other person as may
be designated in writing by Lessee, referred to in this Lease a
"Lessee 1 s Lease Administrator" D
1.5 Effective Date: See Section 3.1 (TERM; DEFINITIONS).
1.6 Term. The term of this Lease shall be FIVE (5) YEARS
commencing June 1, 1997 and ending May 31, 2002.
1.7 Commencement Date: See Section 3.1 (TERM; DEFINITIONS
1.8 Rent Start Date: See Section 4.1 (BASE MONTHLY RENT)
1,Y Rent: The Base Monthly Rent is TWENTY-THREE THOUSAND
SIX HUNDRED THIRT?-FOUR DOLLARS AND NINETY CENTS ($23,634.90) a
shall be adjusted annually as set forth in Section 4.5 [COST OF
LIVING ADJUSTMENTS ("COLA") TO THE BASE MONTHLY RENT]. Base
Monthly Rent is payable as stated in Section 4.1 (BASE MONTHLY
RENT).
1.10 Cost of Livins Adjustments: See Section 4.5. [COST
LIVING ADJUSTMENTS (COLA) TO TBE BASE MONTHLY RENT] .
1.11 Extra Rent: Any and all sums of money or charges
other than Base Monthly Rent required to be paid by Lessee to
County pursuant to the provisions of this Lease shall be paid a
"Extra Rent I' o
CCSF 85.20A, 1\96 9
- -
- --
- m 0
-
1.12 SeCUritv DeD0si.k: TWENTY-THREE THOUSAND, SIX HUNDREE
THIRTY-FOUR DOLLARS AND NINETY CENTS ($23,634.90). See Article
(SECURITY DEPOSIT) .
1.13 General DescriDtion of Lessee's Use of Premises:
Lessee shall use the Premises solely for the uses specified iE
this Lease, generally described as the office operations of a
solid waste collection business, a recycling facility, and a
trash transfer station, including office, repair and storage
facilities for equipment used in collecting and transferring
trash.
1.14 Definitions: As used in this Lease, the following
terms shall have the meanings attached to them in this Section
unless otherwise apparent from their context:
a. llAirport" means McClellan-Palomar Airport,
Carlsbad, California.
"Assistant Deputy Director - Aviation" means ehe
Assistant Deputy Director - Aviation,
Department of Public Works, County of San Diego,
or upon written notice to Lessee,
person as shall be designated from time-to-time
the Board.
llBoardll means the Board of Supervisors of the
County of San Diego.
"F.A.A. It means the Federal Aviation
Administration.
rrStandardslf means the McClellan-Palomar Airport
Industrial Areas Development Standards and the
McClellan-Palomar Airport Industrial and Aviatio
Areas Performance Standards attached as Exhibits
rrC1l and IIDII hereto ~
ALP^' means the F.A.A. -approved Airport Layout
Plan for Mcclellan-Palomar Airport.
"Settlement Agreement" means that Settlement
Agreement entered into between County and Lessee
b.
of the
such other
C.
d.
e.
f -
g-
10 CCSF 85.20A, 1\96
- -
-
w 0
-
on August 8, 1997 and recorded in the Office of
the Recorder of the County of San Diego on Augus
14, 1997 as Document Number 1997-0389855.
1,15 Exhibits To Lease: The following drawings and speci
provisions are attached hereto as exhibits and made a part of
this Lease:
EXHIBIT "A" - Description and Plat of the Premises.
EXHIBIT IrB" - FAA Requirements.
EXHIBIT llC1l - McClellan-Palomar Airport Industrial
EXHIBIT IID" - McClellan-Palomar Airport Industrial 2
Areas Development Standards.
Aviation Areas Performance Standards.
EXHIBIT IIE" - Insurance Requirements.
E XH I B I T " F " - County of San Diego Required Sublease
Provisions
1,16 Construction of Lease Provisions: The foregoing
provisions of this Article summarize for convenience only certi
key terms of the Lease delineated more fully in the Articles ar
Sections referenced in this Article. In the event of a conflic
between the provisions of this Article and the balance of the
Lease, the latter shall control.
AFtTICLE 2
LEASE OF PREMISES
2.1 Description. County hereby leases to Lessee and Lesz
hereby leases from County, for the rent and upon the covenants
and conditions set forth in this Lease, the Premises described
Section 1,3 (PREMISES AND PROPERTY) above,
2.2 Mineral Rishts. Notwithstanding any provision of th:
Lease to the contrary, County hereby expressly reserves all
rights, title and interest in and to any and all gas, oil,
mineral and water deposits located upon or beneath the surface
the Premises.
CCSF 85.20A, 1\96 11
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-m 0
-
2.3 Reservations to Countv/Easement Reservations. Lessee
accepts the Premises subject to any and all existing easements
and encumbrances.
grant or to use easements or rights-of-way aver, under, alongr a
across the Premises for access, underground sewers, utilities,
thoroughfares or such other facilities as it deems necessary fo
public health, convenience and welfare, whether or not such
facilities directly or indirectly benefit the Premises, and to
enter the Premises for any such purpose; provided, however, tha
any such grant of rights by County shall require that the
Premises be restored to their preexisting condition. If loss i
Lessee's use of the Premises occurs because of easements and
encumbrances granted after the Commencement Date of this Lease
County to other parties on, through or under the Premises, the
monthly rent shali be reduced proportionately to the loss in us
by Lessee for the period of time such loss continues to occur.
County reserves the right to establish, to
2.4 Lease Subordinate to Conditions and Restrictions
ImDosed bv Public Asencies on AirDort ODerations.
shall be subordinate and subject to the terms, conditions,
restrictions and other provisions of any existing or future
permit, lease and agreement between County and any federal, Sta
or local agency governing County's control, operation or
maintenance of the Airport, or affecting the expenditure of
federal funds for the Airport. Lessee shall be bound by all SL
terms and conditions, and shall, whenever County may so demand,
execute, acknowledge or consent to any instrument evidencing SL
terms, conditions, restrictions or provisions. Without limitir
the generality of the foregoing, this Lease and Lessee's
occupancy of the Premises are expressly made subordinate and
subject to the terms, condicions, restrictions and other
provisions of those requirements of the Federal Aviation
REQUIREMENTS) and Lessee shall be bound by all such requirement
This Lease
Administration specifically set forth in Exhibit IJBI1 ( F=
2.5 Countv's Ricrht to ODerate Weiah Scales Facilities.
County shall the right to, but not the obligation to individual
or collectively, construct, operate and maintain weigh scales 2
fee collection booths on the Premises and the users of such
scales shall have the right of ingress and egress to such scale
all without cost, interference or diminution in rent to County.
County shall have the right to assess and collect fees from the
users of such scales. County shall have the right to assign it
12 CCSF 85.20A. 1\96
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rights under this Section upon thirty (30) days' written notice
to Lessee,
ARTICLE 3
TERM OF LEASE AND FIRST RIGHT TO PURCHASE THE PREMISES
3.1 Term: Definitions. This Lease shall be effective as 1
the "Effective Date," which is defined as the date of execution
of the Lease by County's Board of Supervisors. The term ("Term
of this Lease shall commence on the "Commencement Date" and sha
continue thereafter for the period specified in Article 1
(SUMMARY OF BASIC LEASE PROVISIONS), unless sooner terminated a
provided in this Lease. As used in this Lease, the "Commenceme
Date" means June 1, 1997. Except as otherwise specifically
stated in this Lease or in any subsequent amendments hereof, th
terms and conditions of this Lease shall remain in effect
Term -
following any extension, renewal or holdover of the original
3.2 First Ricrht to Purchase the Premises.
a. If, during the Term of this Lease, County has
reached agreement on terms and conditions of sale for all or a
portion of the Premises to a party other than Lessee (Other
Party), County shall hold in abeyance such sale to Other Party
until Lessee has an opportunity to exercise its First Right to
Purchase the Premises (First Right) under the same terms and
conditions agreed to by Other Party. County shall notify Lesse
in writing, of the conditions of sale to Other Party and Lessee
must exercise its First Right by notifying County, in writing,
within ninety (90) days after Lessee has been so notified. In
the event County does not receive written notification from
Lessee exercising Lessee's First Right within said ninety (90)
days, County may proceed to sell all or a portion of the Premis
to Other Party according to the terms and conditions contained
the notification to Lessee. In the event Lessee is in default
under the terms of this Lease at the time County gives Lessee
said notification or if Lessee defaults at any time following
said notification, Lessee's First Right shall be null and void
and County may proceed to sell all or a portion of the Premises
to Other Party under the agreed upon terms and conditions.
b, Lessee's First Right shall be personal to the
CCSF 85.20A, 1\96 13
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originally named Lessee (City of Carlsbad), and shall be
exercisable only by the originally named Lessee, and not by any
assignee, sublessee, or other transferee of Lessee's interest i
this Lease.
c. In the event County receives written notice from
Lessee exercising its First Right within ninety (90) days after
Lessee has received written notice from County of County's inte
to sell, County and Lessee shall proceed to the sale of the
Premises to Lessee, or that portion of the Premises County
intends to sell, under the same terms and conditions agreed upc
between County and Other Party,
d. In the event Lessee does not successfully fulfill
each and every term and condition of the sale as agreed upon
between County and Other Party, Lessee's First Right shall
terminate and County may proceed with the sale to Other Party.
e. The negotiation of a sale of the Premises from
County to City or Other Party is subject to approval by the
Federal Aviation Administration and without such approval the
terms of this Section 3.2 (FIRST RIGHT TO PURCHASE THE PREMISES
are null and void.
f. Notwithstanding the terms of this Article, in the
event all or a portion of the Premises is threatened with
condemnation, County may sell or assign its interest in the
agency and, in such event, Lessee shall have no First Right as
specified above.
Premises, or any portion thereof d to any condemning government:
3.3 Consideration for First Right to Purchase the Premise
In consideration of County granting the rights to Lessee
contained in Section 3.2 (FIRST RIGHT TO PURCHASE THE PREMISES)
Lessee agrees not to initiate or participate in any legal actic
to condemn any portion of that property known as McClellan-
Palomar Airport owned by County and/or controlled by the Airpoi
Division of the Department of Public Works or its successors ir
interest, through May 31, 2002 or any extension of the Term of
this Lease.
3.4 Surrender of the Premises: Ouitclaim of Lessee's
Interest UDon Termination.
CCSF 85.201, 1\96 14
Lessee shall surrender possession c
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the Premises to County upon expiration of the Term or earlier
termination of this Lease.
any reason, including but not limited to termination because of
default by Lessee, Lessee shall execute, acknowledge and delive
to County, within thirty (30) days following receipt of writter!
demand therefor, a good and sufficient deed whereby Lessee
quitclaims all right, title and interest in the Premises to
County. Should Lessee fail or refuse to deliver such quitclairr
deed to County, County may prepare and record a notice reciting
the failure of Lessee to do so, and such notice shall be
conclusive evidence of the termination of this Lease and of ail
right of Lessee or those claiming under Lessee to the Premises.
Upon termination of this Lease for
ARTICLE 4
RENT
4.1 Base Monthlv Rent. Subject to adjustment as providec
in Section 4.5 [COST OF LIVING ADJUSTMENTS ("COLA") TO THE BAS1
MONTHLY RENT], Lessee shall pay as rent for the use and occupar
of the Premises, the Base Monthly Rent specified in Article 1
(SUMMARY OF BASIC LEASE PROVISIONS). Lessee shall pay said rer
in advance, on the first day of each calendar month ("Due Date'
without setoff, deductior,, prior notice or demand, commencing c
the Commencement Date.
4.2 Extra Rent. Lessee shall pay, as Extra Rent, all sun
of money required to be paid pursuant to the terms of this Lea:
which are not payable as Base Monthly Rent, collectively refer1
to in this Lease as "Extra Rent." If such amounts or charges :
not paid at the time provided in this Lease, they shall
nevertheless be collectible as Extra Rent with the next
installment of Base Monthly Rent thereafter falling due, but
nothing in this Section shall be deemed to suspend or delay th<
payment of any amount of money or charge at the time the same
becomes due and payable under this Lease or to limit any other
remedy of County. All amounts of Base Monthly Rent and Extra
Rent payable in a given month shall be deemed to comprise a
single rent obligation of Lessee to County.
4.3 Deliverv of Rent PaymenEs. All rent due under this
Lease shall be made payable to County of San Diego,
considered paid when delivered to:
and shall 1:
CCSF 85.20A. 1\96 15
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Controller Branch Office
5201 Ruffin Road, Suite H (MS 0654)
San Diego, California 92123
County may, at any time by written notice to Lessee, designate
different address to which Lessee shall dellever the rent
payments.
invoices to Lessee.
County may, but is not obligated to, send monthly re
4.4 Failure to Pav Base Monthly Rent or Extra Rent: Late
Charcre.
a. If Lessee fails to pay rent due hereunder within
fifteen (15) days of the time it is due and payable, such unpai
amounts shall bear interest at the rate of ten percent (10%) pt
year from the date due to the date of payment, computed on the
basis of monthly compounding with accual days elapsed compared
a 360-day year. In addition to such interest, Lessee
acknowledges that the lake payment by Lessee of any monthly
rental due hereunder will cause County to incur certain costs i
expenses not contemplated under this Lease, the exact amount 0:
which costs being extremely difficult or impracticable to fix.
Such costs and expenses will include, without limitation,
administrative and collections costs, and processing and
accounting expenses.
not received by County from Lessee when due,
immediately pay to County a late charge equal to five percent
(5%) of such overdue amount. County and Lessee agree that thii
late charge represents a reasonable estimate of such costs and
expenses and is fair compensation to County for its loss cause(
by Lessee‘s nonpayment. Should Lessee pay said late charge but
fail to pay contenporaneously therewith all unpaid amounts of
rent due hereunder, County’s acceptance of this late charge sh,
not constitute a waiver of Lessee’s default with respect to SUI
nonpayment by Lessee nor prevent County from exercising all ot:
rights and remedies available to County under this Lease or unc
law.
Therefore, if any such monthly rental is
Lessee shall
b. In the event of a dispute between the parties as
the correct amount of Base Monthly Rent or Extra Rent owed by
Lessee, County may accept any sum tendered by Lessee in paymeni
thereof, without prejudice to Councy’s claim as to the proper
amount of rent owing. If it is later determined that Lessee h;
CCSF 85.207% 1\96 16
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not paid the full amount of rent owing, the late charge specified
herein shall apply only to that portion of the rent still due and
payable from Lessee.
Article to the contrary, however, County's Lease Administrator
may waive any delinquency payment or late charge upon written
recommendation of the Assistant Deputy Director - Aviation.
Notwithstanding any provision Of this
4 -5 Cost of Living Adjustments ("COLA" 1 to the Base Monthl:
Rent.
MONTHLY RENT) shall be adjusted as of the first (1st) anniversar
of the Commencement Date, and thereafter every year on such date
for the remainder of the Term (each such one-year period is
referred to herein as a "COLA Period',), to reflect any increase
in purchasing power by use of the following formula:
The Base Monthly Rent provided for in Section 4,1 (BASE
R = A(B/C)
Wherein:
"R" equals the monthly rent for the COLA Period being
calculated; provided, however, in no event shall the monthly re
for any one-year COLA period be less than three (3) percent
greater or more than seven (7) percent greater than the monthlb
rent for the previous one-year period;
'A" equals the Base Monthly Rent set forth in Article 1
(SUMMARY OF BASIC LEASE PROVISIONS);
'B" equals the monthly Consumer Price Index, as hereinafti
defined, for the month of March immediately preceding the
commencement of the COLA Period for which the rent is being
adjusted: and
"C" equals the monthly Consumer Price Index, as hereinaft
defined, for the month of March immediately preceding the
commencement of the Term.
4.5.1 Consumer Price Index. The consumer price index wh
shall be used as the source for the Consumer Price Index numb
shall be that published by the United States Department of La
entitled United States Department of Labor, Bureau of Labor
Statistics, Consumer Price Index for the Los Angeles-Anaheim-
Y..
..
17 CCSF 85.2QA. 1\96
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Riverside Area (1982-84 = 100). In the event that such index i
not published for the Los Angeles-Anaheim-Riverside Area,
another comparable index or source of such information generail
recognized as authoritative shall be substituted by ag- I eement o
the parties.
information shall be determined by arbitration pursuant to the
provisions of the Californla Code of Civil Procedure.
then
If the parties should not agree, such source of
ARTICLE 5
SECURITY DEPOSIT
Lessee has paid or will pay to County the amount set for1:h
County shall not be required to kee
in Article 1.12 (SECURITY DEPOSIT), as security for Lessee’s
performance of this Lease.
this becurity Deposit separate from its general or enterprise
funds, and Lessee shall not be entitled to interest thereon.
County may apply all or a part of the Security Deposit to any
unpaid rent or other charges due from Lessee, or to cure any
other defaults of Lessee under this Lease, including repair and
cleaning of the Premises at the expiration of the Term. If any
portion of the Security Deposit is so applied, Lessee shall,
within ten (10) days after County’s demand, deposit cash
sufficient to restore the Security Deposit to its original
amount. Any time the Base Monthly Rent is increased, Lessee
shall deposit additional cash funds sufficient to increase the
Security Deposit by the same percentage amount. In the event c
bankruptcy or other debtor-creditor proceedings against Lessee,
the Security Deposit shall be deemed to be applied first to the
payment of rent and other charges due County for the periods
prior to the filing of such proceedings.
will not be a limitation on County‘s damages or other righcs
under this Lease, or a payment of liquidated damages, or an
advance payment of the rent. If Lessee pays the rent and
performs all of its other obligations under this Lease,
will return the unused portion of the Security Deposit to Lesse
within sixty (60) days after the end of the Term.
The Security Deposit
County
ARTICLE 6
POSSESSION AND USE
6.1 Permitted Uses. Lessee shall use the Premises solely
attache
for the uses permitted and described in Exhibit aC1l (MCCLELLAN-
PALOMAR AIRPORT INDUSTRIAL AREAS DEVELOPMENT STANDARDS)
CCSF 85.20A, 1\96 18
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hereto, for the purposes specified in Section 1.13 (GENERAL
DESCRIPTION OF LESSEE'S USE OF PREMISES). Except as provided i
Section 2.5 (COUNTY'S RIGHT TO OPERATE WEIGH SCALES FACILITIES)
no one other than Lessee, its agents and employees, or any
sublessee of Lessee approved by County as provided in Article 1
(ASSIGNMENT, SUBLEASING AND ENCUMBRANCING) is permitted to use
the Premises for the purposes described herein, and Lessee shal
be fully responsible for the activities of its agents, employee
and sublessees, if any, on the Premises. Lessee acknowledges
that County reserves the right to permit others at the Airport
the Premises.
provide one or more of the services to be provided by Lessee or
6.2 Duties and Prohibited Conduct, Where Lessee is
reasonably in doubt as to che propriety of any particular use,
Lessee may request the written determination of County's Lease
Administrator that such use is or is not permitted, and Lessee
will not be in breach or default under this Lease if Lessee
abides by such determination.
however, Lessee shall not use nor permit the use of the Premise
in any manner that will tend to create waste or a nuisance.
Lessee shall not use, or permit any person or persons to use, t
Premises for the sale or display of any goods or services whicl-
LE the sole discretion of County, are inconsistent with the
permitted uses of the Premises pursuant to this Lease. Lessee
shall keep the Premises, and every part thereof, in a clean anc
wholesome condition, free from any objectionable noises or odoi
except as may be typically present for the permitted uses
specified above, and shall comply with all local, State and
Federal ordinances and regulations in all respects. Lessee shE
deposit all trash and rubbish of Lessee only within receptacleE
provided by Lessee and located in the areas designated by Count
Lessee shall not allow or permit installation of any billboards
or advertising signs, or aerials or antennas, upon the Premises
without first obtaining, in each instance, the written consent
the Assistant Deputy Director - Aviation, which consent the
Assistant Deputy Director - Aviation may give or withhold in tl-
Assistant Deputy Director - Aviation's sole discretion. Any SL
signs or antenna installed without such written consent shall k
subject to removal without notice at any time, at Lessee's
Lessee from erecting and maintaining safety, warning or
directional signs, of reasonable dimensions, which are not used
CCSF 85.20A9. 1\96 19
Notwithstanding the foregoing,
expense. Nothing ;n this Section shall be deemed to preclude
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for advertisement of goods or services; provided, however, that
all such signs must conform to applicable statutes and
ordinances.
6.3 ComDliance with Laws.
a. Lessee, at Lessee's sole expense, shall procure,
maintain and hold available for County's inspection any
governmental license or permit required for the proper and lawf
conduct of Lessee's business. Lessee shall not use the Premise
for any use or purpose in violation of the laws of the United
States of America, or the laws, ordinances, regulations and
requirements of the State of California, the County of San Dieg
or the city where the Premises are situated, or of other lawful
authorities. Lessee shall, at Lessee's expense, comply prompt1
with all applicab?.e statutes, laws, ordinances, rules,
regulations, orders, covenants and restrictions of record, and
requirements in effect during the Term, regulating the use by
Lessee of the Premises.
competent jurisdiction, or the admission of Lessee or any
sublessee or permittee in any action or proceeding against then
or any of them, whether or not the County is a party to such
action or proceeding, that Lessee, or any such sublessee or
permittee, has violated any such ordinance, law, statute,
regulation, covenant, restriction or requirement pertaining to
the use of the Premises, shall be conclusive as to that fact as
between County and Lessee.
The final judgment of any court of
b. Notwithstanding any other provision of this Leas
to the contrary, Lessee shall be responsible for payment of all
costs of complying with the requirements of the Americans with
Disabilities Act of 1990 ("ADA") (42 USCS §§ 12101-12213), Tit1
24 of the California Code of Regulations ("Title 24") and
California Civil Code § 54.1 as they may apply to the Premises.
Lessee's obligations under this Section shall include, without
limitation, all costs of bringing the Premises into compliance,
and thereafter maintaining such compliance, with the requiremer
of Title I11 of the ADA ("Title III'l) (42 USCS 88 12181 - 12185
applicable during the Term to public accommodations and
commercial facilities, irrespective of whether or not the
particular requirements of such compliance (i) are specificall1
required by Lessee's intended use of the Premises, or (ii) may
also be required of County under Title I1 of the ADA ("Title I1
20 CCSF 85.20A. 1\96
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(42 USCS §§ 12131 - 12165) e
c. Lessee shall, with regard to the Property, assum
all obligations placed on County pursuant to any existing or
any required Notices of Intent or Stormwater Pollution Prevent1
future industrial stormwater permit or existing or future
construction permit including, but not limited to, preparation
Plans.
6.4 Substance Abuse. Lessee and its employees and agents
shall not use or knowingly allow the use of the Premises for ~l-
purpose of unlawfully driving a motor vehicle or aircraft under
the influence of an alcoholic beverage or any drug, or for the
purpose of unlawfully selling, serving, using, storing,
transporting, keeping, manufacturing or giving away alcoholic
beverages or any "controlled substance," precursor or analog
specified in Division 10 of the California Health and Safety
Code, and violation of this prohibition shall be grounds for
immediate termination of this Lease.
6.5 Control of Premises. Failure of Lessee to exercise
control of the use of Premises to conform to the provisions of
this Article shall constitute a material breach of the Lease ar
such shall be grounds for cermination.
AXTICLE 7
UTILITIES
Lessee shall provide and pay for all initial utility
deposits and fees, and for all utilities and services necessarl
for ics use and occupancy of the Premises during the Term,
including but not limited to gas, water, electricity, trash,
sewer/septic tank charges and telephone; County shall have no
responsibility to either provide or pay for such services. If E
such services are not separately metered or billed to Lessee bL
rather are billed to and paid by County, Lessee will pay to
County its pro rata share of the cost of such services, as
determined by County, together with its pro rata share of the
cost of making such determination. County will not be liable fc
any reason for any loss or damage resulting from an interruptic
of any of these services. County shall have the right, at no
charge from Lessee, to connect to any water, sewer, electrical,
gas and communications lines as are now or may hereafter be
CCSF 85.20A, 1\96 21
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installed on the Premises, and shall have all necessary rights
access to construct and service such connections; provided,
however, that Lessee shall have no obligation to pay any
additional service fees or charges assessed by any governmental
agency, or public or private utility company,
such connections.
for County's use
ARTICLE 8
MECHANICS' LIENS
8.1 Mechanics' Liens. Lessee shall pay, or cause to be
paid, all costs for work done by it, or caused to be done by it
on the Premises, and for all materials furnished for or in
connection with any such work. If any lien is filed against tk
Premises, Lessee shall cause the lien to be discharged of recoi
within ten (10) days after it is filed. Lessee shall indemnlfl
defend and hold County harmless from any and all liability, lo:
damage, costs, attorneys' fees and all other expenses on accour
of claims of lien of laborers or materialmen or others for worE
performed or materials or supplies furnished for Lessee or
persons claiming under Lessee.
8.2 Contest of Lien. If Lessee shall desire to contest ar
lien filed against the Premises, it shall furnish County, withj
the ten-day period following filing of the lien, securlty
reasonably satisfactory to County cf at least one hundred fiftl
percent (150%) of the amount of the lien, plus estimated costs
and interest, or a bond of a responsible corporate surety in si
amount,
judgment establishing the validity or existence of a lien for z
amount is entered, Lessee shall immediately pay and satisfy the
same.
conditioned on the discharge of the lien. If a final
8.3 Risht to Cure. If Lessee shall be in default in pay.
any charge for which a mechanics'
foreclose the lien have been filed, and shall not have given
County security to protect the property and County from liabil:
for such claim of lien, County may (but shall not be required 1
pay said claim and any costs, and the amount so paid, together
with reasonable attorneys' fees incurred in connection therewit
shall be immediately due and owing from Lessee to County as Ext
Rent, and Lessee shall pay the same to County with interest at
the rate specified in Section 4.4 (FAILURE TO PAY BASE MONTHLY
lien claim and suit to
22 CCSF 85.20A, 1\96
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RENT OR EXTRA RENT; LATE CHARGE) from the date(s) of County's
payments D
8.4 Notice of Lien. Should any claim of Lien be filed
against the Premises or any action against the Premises or any
action affecting the title LO such property be commenced, the
party receiving notice of such lien or action shall immediate11
give the other parcy written notice thereof.
8.5 Notice of Nonremonsibility. County or its
representatives shall nave the right to go upon and inspect thc
Premises at all reasonable times and shall have the right to PC
and keep posted thereon notices of nonresponsibility or such
other notices which County may deem to be proper for the
protectlor, of County's interest in che Premises. Lessee shall,
before rhe commencement of any work which might result in any
such lien, give to County written notice of its intention to dc
so in sufficient time to enable postins of such notices.
ARTICLE 9
SECURITY
Lessee shall be responsible for and shall provide for the
security of che Premises, and CounEy shall have no responsibil:
therefor. Lessee shall construct and maintain fences, gates,
walls and/or barriers on the Premises in a manner designed, in
the Assistant Deputy Director - Aviation's judgement, to prevei
unauthorized access to the Premises. At Lhe Commencement Date
this Lease, County agrees that Lessee's existing fencing is
adequate for normal security purposes. All plans for future
fences, gates, walls and/or barriers must be submitted to and
approved by the Assistant Deputy Director - Aviation prior to
construction. In the event the northerly boundary of the
Premises is adjusted for the construction of the easterly
prolongation of Faraday Road during the Term of Lhis Lease,
Lessee shall move, at Lessee's sole expense, said security
fencing, gates, walls and/or barriers within thirty (30) days
following the completion of Faraday Road along the northerly
boundary of the Premises.
CCSF 85.20A. 1\96 23
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ARTICLE 10
IMPROVEMENTS; PERSONAL PROPERTY;
FIXTURES; MINOR ALTERATIONS
10.1 ImDrovements. Lessee may, at Lessee's own expense,
from time to time make such permanent and nonstructural
alterations, replacements, additions, changes, or improvements
(collectively referred to in this Lease as llImprovementsll) to t
Premises as Lessee may find necessary or convenient for its
purposes; provided, however, that the value of the Premises is
not thereby diminished, and further provided that no Improvemer
may be made without obtaining the prior written approval of thc
Assistant Deputy Director - Aviation. In no event shall Lessec
make or cause to Le made any penetration into or through the r(
or floor of any structure on the Premises without obtaining thc
prior written approval therefor of Assistant Deputy Director -
Aviation. Lessee shall at all times conduct its construction
operations so that such operations do not interfere with the
normal operation and use of the Airport by County, the public 2
other persons and organizations entitled to use of the same.
10.2 Construction Recmirements. All Improvements to be
made to the Premises shall be made under the supervision of a
competent architect or licensed structural engineer and made ir
conformity with any present or future ALP and Aviation Area
Development Standards which are or may be adopted by Khe Board
and the FAA, and with plans and specifications approved in
writing by the Assistant Deputy Director - Aviation before
commencement of any work. In connection therewith, Lessee shal
provide a minimum of three (3) sets of working drawings or plar
showing the planned Improvements, for County's approval, prior
commencing work. All work with respect to any Improvements mus
be done in a good and workmanlike manner, commenced within nine
(90) days following receipt of approval therefor from the
Assistant Deputy Director - Aviation, and diligently prosecuted
a complete unit except during the period of work.
completion of such work, Lessee shall have recorded in the offi
of the San Diego County Recorder a Notice of Completion, as
required or permitted by law, and Lessee shall deliver to Count
within ten (10) days after completion of said work, a copy of t
Notice of Occupancy and the building permit with respect theret
Within sixty (60) days following completion of an Improvement,
CCSF 85.20A, 1\96 24
to completion to the end that the Premises shall at all times k
Upon
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Lessee shall provide the County with two (2) complete sets of
I1as-built" plans of such Improvement. Upon the expiration or
earlier termination of this Lease, such Improvements shall not
removed by Lessee but shall become a part of the Premises,
such Improvements shall be performed and done strictly in
accordance with the laws and ordinances relating thereto.
Any
10.3 Countv's Costs: Indemnitv. Lessee shall reimburse
County for all reasonable out-of-pocket costs and expenses
(including, without limitation, any architect or engineer fees)
incurred by County in approving or disapproving Lessee's plans
for Improvements. Lessee shall be liable for and shall indemni
and defend County from any claim, demand, lien, loss, damage or
expense, including reasonable attorneys' fees and costs, arisir
from Lessee's construction or installation of any Improvements
permitted under this Article.
10,4 Person51 ProDertv, Subject to the provisions of thc
following Section 10.5 (FIXTURES), all of Lessee's trade
fixtures, furniture, furnishings, signs and other personal
property not permanently affixed to the Premises (collectively
referred to as "Personal Property" in this Lease) shall remain
the property of Lessee. Lessee shall, at its expense,
immediately repair any damage occasioned to the Premises by
reascn of the removal of any such Personal Property.
10.5 Fixtures. All Improvements constructed by Lessee, c
together wit existing on the Premises on the Commencement Date,
all other fixtures, excepting Lessee's trade fixtures,
permanently attached to the Premises (collectively referred to
this Lease as I1Fixturesii) shall become the property of County
upon expiration or earlier termination of Lhis Lease.
Notwithstanding the foregoing, County may require Lessee to
remove any Fixtures at Lessee's own expense upon termination oj
this Lease. Any damage to the Premises occasioned thereby shal
be repaired by Lessee in a good and workmanlike manner and the
Premises shall be left in as good order and condition as when
Lessee took possession thereof, reasonable wear and tear and
damage by the elements excepted.
remove any Fixtures, Improvements or equipment following
direction by the County, County may remove, sell or destroy the
same, and Lessee shall pay to County the reasonable cost of suc
removal, sale or destruction, togecher with the reasonable cost
CCSF 85.2OA, 1\96 25
In the event Lessee does not
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O€ repair of damage3 ta County's property or improvements or to
the Premises resulting therefrom.
10.6 Sians and Lishtina. Lessee shall not construct nor
permit the erection of any signs on the Premises without the
prior written approval of the Assistant Deputy Director -
Aviation. Lessee shall submit sketches of proposed signs to thl
Assistant Deputy Director - Aviation for approval showing size,
materials, colors and location. Such signs must conform to the
standards contained in Exhibit aC1l (MCCLELLAN-PALOMAR AIRPORT
INDUSTRIAL AREAS DEVELOPMENT STANDARDS) and to any laws or
ordinances of governmental agencies having jurisdiction over Chi
Premises. All exterior lighting on the Premises must conform tl
the standards contained in Exhibit IrDIr (MCCLELLAN-PALOMAR
AIRPORT INDUSTRIAL AND AVIATION AREAS PERFORMANCE STANDARDS)
to any laws or ordinances of governmental agencies having
jurisdiction over the Premises.
an
10.7 Minor Alterations. Notwithstanding the foregoing
provisions of this Article, Lessee may make, without obtaining
the prior approval of the Assistant Deputy Director - Aviation,
minor alterations and improvements ("Minor Alteration") to the
Premises that do not require a building permit, or which involv
only the repair, replacement, 3r reconfiguration of non-load
bearing partition walls or Fixtures,. and which do not penetrate
into or through the roof or floor of any sccructure on the
Premises, and which do not involve the construction of any new
structures on the Premises.
Aviation shall be the sole judge of whether or not any alteraci
or improvement is a Minor Alteration.
Director - Aviation shall promptly act on any request by Lessee
for a determination as to whether an alteration or improvement
a Minor Alteration.
The Assistant Deputy Director -
The Assistant Deputy
ARTICLE If
TAXES, ASSESSMENTS AND FEES
11.1 ResDonsibilitv for Pavment of Taxes and Assessments.
County shall not be obligated to pay any taxes or assessments
accruing against Lessee on the Premises or any interest of Less
therein before, during or after the Term, or any extension
thereof; all such payments shall be the sole responsibility of
Lessee.
CCSF 85.20A. 1\96 26
In addition, Lessee shall be solely responsible for
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payment of any taxes or assessments levied upon any Improvements,
Fixtures or Personal Property located on the Premises, to the
extent that such taxes or assessments result from the business or
other activities of Lessee upon, or in connection with, the
Premises o
11.2 Definition of "Taxestt. As used in this Lease, the
term t'taxes" means all taxes, governmental bonds, special
assessments, Mello-Roos assessments, charges, rent income or
transfer taxes, license and transaction fees, including, but not
limited to, (i) any state, local, federal, personal or corporate
income tax, or any real or personal property tax, (ii) any estate
inheritance taxes, (iii) any franchise, succession or transfer
taxes, (iv) interest on taxes or penalties resulring from
Lessee's failure to pay taxes, (v) any increases in taxes
attributable to the sale of Lessee's leasehold interest in the
Premises, or (vi) any taxes which are essentially payments to a
governmental agency for the right to make improvements to the
Premises r
11.3 Creation of Possessory Interest. Pursuant to the
provisions of Revenue and Taxation Code
advised that the terms of this Lease may result
of a possessory interest.
vested in Lessee, Lessee may be subjected to the payment of real
property taxes levied on such interest.
responsible for the payment of any such real property taxes.
Lessee shall pay all such taxes when due, and shall not allow any
su& taxes, assessments or fees to become a lien against the
Premises or any improvement thereon; provided, however, that
nothing in this Lease shall be deemed to prevent or prohibit
Lessee from contesting the validity of any such tax,
or fee in a manner authorized by law.
107.6, Lessee is hereby
in the creation
If such a possessory interest is
Lessee shall be solely
assessment
ARTICLE 12
REPAIRS; MAINTENANCE
12.1 AcceDtance of Premises. Lessee acknowledges that
Lessee has made a thorough inspection of the Premises prior to
the Effective Date of this Lease, and that it accepts the
Premises as of the Commencement Date in their condition at that
time. Lessee further acknowledges that County has made no oral
or written representations or warranties co Lessee regarding th
L
27 CCSF 85.20A. 1\96
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condition of the Premises, and that Lessee is relying solely on
its inspection of the Premises with respect thereto.
12.2 Lessee's Repair and Maintenance Oblisations. Lessef
shall at all times from and after the Commencement Date, at its
own cost and expense, repair, maintain in good and tenantable
condition and replace, as necessary, the Premises and every pax
thereof, including, without limitation, the following as
applicable:
conditioning system; mechanical and electrical systems; all
meters, pipes, conduits, equipment, components and facilities
(whether or not within the Premises) that supply the Premises
exclusively with utilities (except to the extent the appropriarr:
utility company has assumed these duties); all Fixtures and otk
equipment installed in the Premises; all exterior and interior
glass installed in the Premises; all signs, locking and closins
devices; all interior window sashes, casements and frames; dooi
and door frames (except for the painting of the exterior surfac
thereof); floor coverings; and all such items of repair,
maintenance, alteration, improvement or reconstruction as may 1
required at any time or from time to time by a governmental
agency having jurisdiction thereof. Lessee's obligations undel
this Article shall apply regardless of whether the repairs,
foreseeable or unforeseeable, capital or noncapital, or the fa[
or not the fault of Lessee, its agents, employees, invitees,
visitors, sublessees or contractors. All replacements made by
Lessee in accordance with this Section shall be of like size,
kind and quality to the items replaced and shall be subject to
prior written approval by the Assistant Deputy Director -
Aviation. Upon surrender of the Premises, Lessee shall deliver
the Premises to County in good order,
repair, but shall not be responsible for damages resulting fror
ordinary wear and tear. Lessee shall provide for trash remova:
at its expense, and shall maintain all trash receptacles and
trash areas in a clean, orderly and first-class condition.
the roof; the heating, ventilation and air
restorations and replacements are ordinary or extraordinary,.
condition and state of
12.3 Lessee's Failure to Maintain. If Lessee refuses or
neglects to repair, replace, or maintain the Premises, or any
part thereof, in a manner reasonably satisfactory to County,
county shall have the right, upon giving Lessee reasonable
written notice of its election to do so, to make such repairs c
perform such maintenance on behalf of and for the account of
28 CCSF 85.20A, 1\96
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Lessee.
performed, Lessee shall pay the cost thereof to County, as Extr
Rent, promptly upon receipt of an invoice therefor.
If County makes or causes any such repairs to be made
12.4 Riaht to Enter, Lessee shall permit County, or its
authorized representatives, to enter the Premises at all times
during usual business hours to inspect the same, and to perform
any work thereon (a) that may be necessary to comply with any
laws, ordinances, rules or regulations of any public authority,
(b) that County may deem necessary to prevent waste or
deterioration in connection with the Premises if Lessee does nc
make, or cause to be made, such repairs or perform, or cause tc
be performed, such work promptly after receipt of written demal!
from County, and .E) that County may deem necessary in connecti
with the expansion, reduction, remodeling, protection or
renovation of any County-constructed or owned facilities on or
off of the Premises, or at the Airport.
this Section shall imply any duty on the part of County to do a
such work which, under any provision of this Lease, Lessee may
required to do, nor shall County's performance of any repairs c
behalf of Lessee constitute a waiver of Lessee's default in
failing to do the same.
reserved to it by this Seccion shall entitle Lessee to any
compensation, damages or abatement of rent from County for any
injury or inconvenience occasioned thereby.
12.5 Leasehold ComDliance Survevs. In addition to County'
right to enter pursuant to Section 12.4 (RIGHT TO ENTER), above
conduct periodic Leasehold Compliance Surveys (Surveys). Said
Surveys shall be scheduled at a mutually convenient time for
County and Lessee, following written notice by County of its
intent to conduct a Survey. Said Survey will focus on, but not
be limited to, the condition of all leasehold improvements for
proper maintenance and building code compliance, compliance wit
laws, and a verification of all subleases on the Premises.
Lessee agrees to cooperate with County, or its authorized
representative, during the Survey process and provide access tc
all areas of the Premises, both interior and exterior. In the
event County, or its authorized agent, is not able to access a1
areas of the Premises during the time of the scheduled Survey,
Lessee will reschedule a mutually convenient time for a follow
survey to allow access to areas inaccessible during the initial
CCSF 85.20A, 1\96 29
Nothing contained in
No exercise by County of any rights
Lessee acknowledges and accepts County's right and intent to
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Survey appointment, and Lessee agrees to compensate County for
the personnel cost of the follow up Survey at the rate of $50 f~
each hour of such follow up Survey. Refusal by Lessee to provil
access to all areas of the Premises shall be considered a
material breach of the Lease and grounds for terminatlon,
12.6 Countv Not Obliqated to RePair or Maintain; Lessee’s
Waiver of California Civil Code Section 1942. To the extent th,
any remedies specified in this Lease conflict or are inconsistel
with any provisions of California Civil Code Section 1942, or ai
successor statute thereto (“CC §1942”), the provisions of this
Lease shall control. Lessee specifically waives any right it m,
have pursuant to CC §1942 to effect maintenance or repairs to tl
Premises and to abate the costs thereof from rent due to the
County under this Lease,
ARTICLE 13
INDEMNITY AND INSURANCE
13.1 Indemnity. Count’y shall not be liable for, and Less1
shall defend, indemnify, protecc and hold County harmless from,
any and all claims, demands, liability, judgments, awards, fine,
mechanics’ liens or other liens, losses, damages, expenses,
attorneys’ fees and court costs (collectively referred to as
iiClaimsii), arising from or in connection with, or caused by,
directly or indirectly,
its obligations under this Lease,
negligence of Lessee or any subtenant of Lessee, or their
respective contractors, licensees, invitees, agents, servants 0:
employees,
injury, death or damage to any person or property occurring in,
on or about the Premises, or any part thereof, or any service
delivery facilities or any other portions of the Property used :
Lessee, and (iv) any labor dispute involving Lessee, its
employees, contractors or agents. In the event that County sha
exercise any of its rights under this Lease to enter the Premisc
and/or the Property, or to authorize others to do so, not
including normal fee booth operations, Lessee and any authorize<
sublessee and their officers, employees, and agents shall not bf
liable for, and County shall defend, indemnify, protect, and ho:
said parties harmless from, any and all claims, demands,
liability, judgments, awards, fines, mechanics‘ liens or other
CCSf 85.20A, 1\96 30
charges or costs of any kind or character, including actual
(i) any breach or default by Lessee of
(ii) any act, omission or
(iii) any use of the Premises, or any accident,
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liens, losses, damages, expenses, charges or costs of any kind
character, including actual attorneys, fees and court costs
(collectively referred to as "claims"), arising from or in
connection with, or caused by, directly or indirectly, any such
entry by County or its agents resulting in any accident, injury
death or damage to any person or property occurring in, on, or
about the Premises or any part thereof, or any service delivery
facilities or any other portions of the Property.
13.2 Insurance. Without limiting Lessee's indemnificatic
obligations to County, Lessee shall provide and maintain, durin
the Term and for such other period as may be required in this
Lease, at its sole expense, insurance in the amounts and form
specified in Exhibit IrEr1 (INSURANCE REQUIREMENTS) attached
subsection may be met by Lessee requiring any sublessee to carr
the insurance specified in Exhibit "E" (INSURANCE REQUIREMENTS )
hereto; provided, however, the conditions set forth fn this
ARTICLE 14
HAZARDOUS MATERIALS
14,l Hazardogs Materials Laws - Definition. As used in
this Section, the term "Hazardous Materials' Laws" means any an
all federal, state or local laws or ordinances, rules, decrees,
orders, regulations or court decisions (including the so-called
"common law") I including without limitation the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended (42 U.S.C., S 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S-C., S 1801 et seq.), the
Resource Conservation and Recovery Act of 1976, as amended (42
U.S.C., § 6901 et seq,), and the California Environmental Quali
Act of 1970, relating to hazardous substances, hazardous
materials, hazardous waste, toxic substances, environmental
conditions on, under or about the Premises, soil and ground wat
conditions or other similar substances or conditions.
14.2 Hazardous Materials - Definition. As used in this
Section the term "Hazardous Materialsi1 means any chemical,
compound, material, substance or other matter that:
a. is a flammable, explosive, asbestos, radioactive
nuclear medicine, vaccine, bacteria, virus, hazardous waste,
toxic, overtly injurious or potentially injurious material,
CCSF 85.20A, 1\96 31
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whether injurious or potentially injurious by itself or in
combination with other materials;
b. is controlled, referred to, designated in or
governed by any Hazardous Materials Laws;
C. gives rise to any reporting, notice or publicatic
requirements under any Hazardous Materials Laws, or
d. is any other material or substance giving rise tc
any liability, responsibility or duty upon the County or Lessee
with respect to any third person under any Haza- Tdous MaEerials Law D
14.3 Lessee's ReDresentations and Warranties. Lessee
represents and warrants that, during the Term or any extension
thereof, or for such longer period as may be specified in this
Lease, Lessee shall comply with the following provisions of thi
Section unless otherwise specifically approved in writing by
County's Lease Administrator:
a. Lessee shall not cause or permit any Hazardous
Materials to be brought, kept or used in or about the Premises
Lessee, its agents, employees, sublessees, assigns, contractors
premises, as described in Seccion 6.1
or invitees, except as required by Lessee's permitted use of th
(PERMITTED USES).
b. Any handling, transportation, storage, treatment
usage by Lessee of Hazardous Materials that is to occur on the
Premises following the Commencement Date shall be in compliance
with all applicable Hazardous Materials Laws;
c. Any leaks, spills, release, discharge, emission o
disposal of Hazardous Materials which may occur on the Premises
following the Commencement Date shall be promptly and thorough1
cleaned and removed from the Premises by Lessee at its sole
expense, and any such discharge shall be promptly reported in
writing to County, and to any other appropriate governmental
regulatory authorities;
d. No friable asbestos shall be constructed, placed
on, deposited, stored, disposed of, or located by Lessee in the
Premises or on the Property;
CCSF 85.20A, 1\96 32
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e. No underground improvements, including but not
limited to treatment or storage tanks, or water, gas or oil we1
shall be located by Lessee on the Premises or on the Property
without County's prior written consent;
f. Lessee shall conduct and complete all
investigations, studies, sampling, and testing procedures and a
remedial, removal, and other actions necessary to clean up and
remove all Hazardous Materials on, from, or affecting the
Premises in accordance with all applicable Hazardous Materials'
Laws and. eo the satisfaction of Cour,ty;
g.. Lessee shall promptly supply County with copies o
all notices, reports, correspondence, and submissions made by
Lessee to the Unfted States Environmental Protection Agency, th
United Occupational Safety and Health Administration, and any
other local, state or federal authority which requires submissi
of any information concerning environmental matters or hazardou
wastes or substances pursuant to applicable Hazardous Materials
Laws ;
h. Lessee shall promptly notify County of any liens
threatened or attached against the Premises pursuant to any
Hazardous Materials' Law. if such a lien is filed against the
Premises, then, within the earlier of (i) twenty (20) days
following such filing, or (ii) before any governmental authorit
commences proceedings to sell the Premises pursuant to the lien
Lessee shall either: (a) pay the claim and remove the lien fro1
reasonably satisfactory to County in an amount not less than thc
claim from which the lien arises, or (ii) other security
satisfactory to County in an amount not less than that which is
sufficient to discharge the claim from which the lien arises; ai
ehe Premises, or (b) furnish either (i) a bond or cash deposit
i. At the end of this Lease, Lessee shall surrender
the Premises to County free of any and all Hazardous Materials
and in compliance with all Hazardous Macerialsl Laws affecting
the Premises.
14.4 Indemnification by Lessee. Lessee and its successorz
assigns, and guarantors, if any, jointly and severally agree to
protect, indemnify, defend (with counsel mutually acceptable to
County and Lessee) reimburse and hold County and its officers,
CCSF 85.20A, 1\96 33
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employees and agents harmless from any claims, judgments,
damages, penalties, fines, costs or expenses (known or unknown,
contingent or otherwise) , liabilities (including sums paid in
settlement of claims), personal injury (including wrongful
death), property damage (real or personal) or loss, including
attorneys' fees, consultants' fees, and experts' fees
(consultants and experts mutually acceptable to County and
Lessee) which arise during or after the Term from or in
connection with the presence or suspected presence of Hazardous
Materials deposited by Lessee, its employees or agents during t
~erm anywhere in the premises or on the Property, including the
soil, ground water or soil vapor on or under the Property, exce
to the extent Hazardous Materials are present as a result of th
negligence or willful misconduct of County, its officers,
employees or agents. WithouL limiting the generality of the
foregoing, the indemnification provided by this Section shall
specifically cover costs incurred in connection with
investigation of site conditions or any cleanup, remedial,
removal or restoration work required by any Hazardous MaLerials
Laws because of the presence of Hazardous Materials in the soil
ground water or soil vapor on the Premises, and the release or
discharge of Hazardous Materials by Lessee during the course of
Lessee's alteration or improvement of the Premises, except to t,
extent the Hazardous Materials are present solely as a result o
che negligence or willful misconduct of County, its officers,
employees or agents.
14.5 Remedies Cumulative: Survival. The provisions of th
Article shall be in addition to any and all obligations and
liabilities Lessee may have to County at common law, and any
remedies and the environmental indemnities provided for in this
Article shall survive the expiration or termination of this
Lease, the transfer of all or any portion of the Premises, and
the expiration, termination or transfer of any interest in this
Lease, and shall Le governed by the laws of the State of
California.
14.6 Inmection. County and County's agents, servants, ar
employees including, without limitation, legal counsel and
environmental consultants and engineers retained by County, may
(but without the obligation or duty so to do) , at any time and
from time to time, on not less than ten (10) business days'
notice to Lessee (except in the event of an emergency in which
CCSF 85.20A, 1\96 34
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case no notice shall be required), inspect the Premises to
determine whether Lessee is complying with Lessee's obligations
set forth in this Article, and to perform environmental
inspections and samplings, during regular business hours (excep
in the event of an emergency) or during such other hours as
County and Lessee may agree. If Lessee is not in compliance,
County shall have the right, in addition to Countyls other
remedies available at law and in equity, to enter upon the
Premises immediately and take such action as County in its sole
judgmenr. deems appropriate to remediate any actual or threatene
contamination caused by Lessee's failure to comply. County wfl
use reasonable efforts to minimize interference with Lessee's u
of Premises but will not be liable for any interference caused
County's entry and remediation efforts. Upon completion of any
sampling or testing County will (at Lessee's expense if County',
actions are a result of Lessee's default under this Section)
restore the affected area of the Premises from any damage causec
by County's sampling and testing.
14 o 7 Underaround Storase Tanks. Lessee acknowledges that
on the CommencemenL Date of this Lease, two or more underground
storage tanks exist on the Premises. Lessee agrees, at Lessee'
sole cost and expense, to remove any such existing tanks or any
future tanks installed on the Premises during the term of this
Lease, if and when required by any Federal, state or local laws
and ordinances. Lessee further agrees to comply with any and a:
remedial steps necessary upon such removal. Upon the terminatic
of chis Lease, Lessee shall, at Lessee's sole cost and expense
and at the sole option of County, remove any underground storagt
tank or tanks on the Premises and remediate the Premises, whethi
or not such tanks are required to be removed by Federal, state (
local laws,
ARTICLE 15
ASSIGNMENT, SUBLEASING AND ENCUMBRANCING
15.1 County's Consent to Subleasinq Required. Lessee shal
not voluntarily or involuntarily assign, mortgage, encumber, or
otherwise transfer (collectively referred to as a "Transfer") a1
or any portion of the Premises or its interest in this Lease;
provided, however, Lessee may sublease all or any part of the
Premises with the prior written consent of County.
withhold its consent to sublease until Lessee has complied with
CCSF 85.20A. 1\96 35
County may
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the provisions of the following Sections of this Article. Any
attempted Transfer shall be void and shall constitute a breach
this Lease. As used in this Lease, the term "Sublease" shall
include an arrangement (including without limitation management
agreements, concessions, and licensees) that allows the use and
occupancy of all or part of the Premises by anyone other than
Lessee.
15.2 Countvls Election. Lessee's request for consent to
any Sublease shall be accompanied by a written statement settin
forth the details of the proposed Sublease, including (i) the
name, address, business, business history and financial conditi
of the sublessee (hereinafter called "Sublessee") p sufficient E
enable County to determine the f inancia1 responsibility and
character of the proposed Sublessee, (ii) a copy of the propose
sublease containing original signatures of the two parties to t
Sublease, a plat showing the subleasehold premises, (iii) the
financial details of the proposed Sublease (including the
duration, the rent and any security deposit payable under the
Sublease), (iv) the Sublessee's proposed use of the Premises, a
(v) any other related information which County may reasonably
require. County shall have the right: (a) to withhold consent
the Sublease, if reasonable; (b) to grant consent; (c) to conse
provided that County is paid, as Extra Rent under this Lease, a
sums or other consideration to be paid Lessee under the terms o
any Sublease of the entire Premises in excess of one (1)% of th
total rent due under this Lease; or (dl to terminate this Lease
for the portion of the Premises affected by any proposed
Sublease, in which event County may enter into a lease directly
with the proposed Sublessee.
15.2.1 Consent to Sublease. Countyls consent to a Sublea:
will not be effective until li) a fully executed copy of the
Sublease has been delivered to County, and, (ii) County has
received a written instrument in which the Sublessee has assumec
and agreed to perform all of Lesseels obligations under this
Lease.
Sublease shall be subject to each and every covenant, condition
and restriction set forth in this Lease and to all of the right:
and interest of County under this Lease except as may be
otherwise specifically provided in this Lease.
require any permitted Sublessee to make rent payments directly t
County, in the amount of rent due under this Lease. In the eve1
Any rights acquired by a Sublessee pursuant to any
County may
CCSF 85.20A. 1\96 36
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of any conflict between the provisions of this Lease and the
control.
provisions of any Sublease, the provisions of this Lease shall
15.2.2 Denial of Consent to Sublease. If County denies :
consent to the proposed Sublease, and if Lessee shall so reque:
in writing, County shall provide to Lessee a statement of the
basis on which County denied its consent within a reasonable t:
after the receipt of Lessee's notice. County and Lessee agree
that Lessee shall have the burden of proving that County's
consent to the proposed Sublease was withheld unreasonably,
that such burden may be satisfied if County fails to provide a
statement of a reasonable basis for withholding its consent
within a reasonable time after Lessee's request therefor.
Notwithstanding any of che foregoing provisions of this Sectior
to the contrary, the following shall be deemed to be reasonable
grounds for County to withhold consent to a sublease for purpo~
of compliance with California Civil Code SecEion 1951.4:
anc
a. Lessee or any of its sublessees are in default as
to any term, covenant or condition of this Lease, whether or nc
notice of default has been given by County.
b. The prospeccive Sublessee has not agreed in writi
covenants an to keep, perform and be bound by all of the terms,
conditions of this Lease.
c. County reasonably objects to the business or
financial conditic-? of the prospective Sublessee or to the
financial details of the proposed Sublease.
d. All of the terms, covenants and conditions of the
Sublease, including any consideration therefor, have not been
disclosed in writing to County.
e,
as a condition of this Lease has not been completed to the
satisfaction of County.
f.
Any construction of improvements required of Less(
Nonpayment of the Sublease Processing Fee describt
below.
If Lessee believes that County has unreasonably withheld ii
CCSF 85.20A, 1\96 37
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consent to a Sublease, Lessee's sole remedy will be to seek a
declaratory judgment that County has unreasonably withheld its
consent or an order of specific performance or mandatory
injunction of County's agreement to give its consent.
addition, in the event that Lessee prevails in any such legal
action, Lessee shall be entitled to recover by way of damages :
actual out-of-pocket expenses incurred as a result of County's
unreasonable failure to approve of the sublease. Lessee will I
have any other right to recover damages or to terminate this
Lease.
In
15.2,3 Article Controllinq. In the event of any conflict
between the provisions of this Article and any other provision
this Lease, this Article shall control,
15.3 Sublease Processin? Fee. If County is requested to
consent to a Sublease under this Article, Lessee shall pay all
Countyls reasonable attorneys' fees, plus a fee of $750
("Sublease Processing Fee") to reimburse County or County's age
for costs and expenses incurred in connection with such request
provided, however, no Sublease Processing Fee shall be required
for the first sublease proposed under this Lease if such first
sublease is proposed within six (6) monchs following the
Commencement Date of this Lease.
shall be delivered to County concurrently with Lessee's request
for consent,
The Sublease Processing Fee
15.4 No Release of Lessee. No permitted Sublease shall
release or change Lessee's primary liability to pay the rent an
to perform all other obligations of Lessee under this Lease,
except to the extent the Lease is terminated as described above
Lessee may not amend the Sublease in such a way as to reduce or
delay payment of amounts that are provided in the Sublease
approved by County. County's acceptance of rent from any other
person is not a waiver of any provision of this Article or a
consent to Sublease. County's consent to one Sublease shall no
be deemed to imply County's consent to any subsequent Sublease.
If Lessee's Sublessee defaults under this Lease, County may
proceed directly against Lessee without pursuing remedies again
the Sublessee.
15.5 No Merser. No merger shall result from a Sublease
pursuant to this Article, Lessee's surrender of this Lease, or ,
CCSF 85.20A, 1\96 38
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mutual cancellation of this Lease in any other manner.
such event, County may either terminate any or all Subleases or
succeed to the interest of Lessee thereunder.
In any
15.6 ADDroval of Temporarv or Limited Activities bv Count
Notwithstanding any provision of this Article to the contrary,
the Assistant Deputy Director - Aviation may, at his or her sol
discretion, and without charging a Fee, give written
authorization for the following activities on the Premises: (i
activities of a temporary nature, not to exceed one hundred
twenty (120) calendar days, and (ii) activities of a limited
nature which do not exceed ten Lessee sha
maintain, on an approved County form, a listing of all such
activities approved by County, stating the nature, duration and
other relevant matters regarding such activities, and shall mak
such form available to County for inspection upon request.
Nothing in this Section shall relieve Lessee from its
responsible for insuring that any such activity approved by
County complies with all of the provisions of this Lease. Any
such temporary or limited activity shall be subject to immediat
terminaEion upon delivery of written notification thereof from
the Assistant Deputy Director - Aviation.
(IO) hours per week.
responsibilities under this Lease, and Lessee shall be
ARTICLE 16
DEFAULTS BY LESSEE; COUNTY'S REMEDIES
16.1 Events of Default. The occurrence of any of the
following shall constitute a default by Lessee and a breach of
this Lease:
a. Failing or refusing to pay any amount of Base
Monthly Rent or Extra Rent when due in accordance with the
provisions of this Lease, and the default continues for five (5
days after notice from County; provided, however, that Lessee
will not be entitled to more than one (1) notice for default in
payment of rent during any twelve-month period, and if, within
twelve (12) months after any such notice, any rent is not paid
when due, an event of default will have occurred without furthe
notice;
b. Failing or refusing to occupy and operate the
Premises in accordance with the provisions of this Lease;
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c. Failing or refusing to perform fully and prompt1
any covenant or condition of this Lease,
specified in subparagraphs (a) and (b) above, the breach of whi
Lessee is capable of curing after reasonable nocice from County
other than those
d. Maintaining, committing or permitting on the
Premises waste, a nuisance, or use of the Premises for an
unlawful purpose, or assigning or subletting this Lease in a
manner contrary to the provisions of this Lease;
e.
Section 19.1 (RIGHT OF TERMINATION), below.
The occurrence of any of the events set forth in
16.2 Notices. Following the occurrence of any of the
defaults specified in the preceding Section, County shall give
Lessee a written notice specifying the nature of the default an
the provisions of this Lease breached and demanding that Lessee
either fully cure each such default within the time period
specified in the subparagraphs below or quit the Premises and
surrender the same to County:
a. For nonpayment of Base Monthly Rent or Extra Ren
thirty (30) calendar days;
b. For a curable default, a reasonable period not t
exceed ten (10) working days, provided, however, that if such
default cannot be cured within said time period, Lessee shall b
deemed to have cured such default if Lessee so notifies County
writing, commences cure of the default within said time period,
and thereafter diligently and in good faith continues with and
actually completes said cure; and
c. For a noncurable default, County shall give Less1
a written notice specifying the nature of the default and the
provisions of this Lease breached and County shall have the rig'
to demand in said notice that Lessee, and any subtenant, quit t:
Premises within thirty (30) calendar days.
TO the extent permitted by applicable State law, the time perioc
provided in this Section for cure of Lessee's defaults under th.
Lease or for surrender of the Premises shall be in lieu of, and
not in addition to, any similar Eime periods described by
California Law as a condition precedent to the commencement of
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legal action against Lessee for possession of the Premises.
16.3 County's Riahts and Remedies. Should Lessee fail LO
cure any such defaults within the time periods specified in the
immediately preceding Section, subject to the right of Lessee t
invoke the dispute resolution provisions of the Settlement
Agreernenr; to which this Lease is an Exhibit, in which event the
time limit shall be extended as necessary to accommodate the
dispute resolution process, or should Lessee fail to quit the
Premises as required thereby, County may exercise any of the
following rights when reasonably necessary to mitigate County's
damages without further notice or demand of any kind to Lessee
applicable California law:
any other person, except as may otherwise be required by
a, The right of County to terminate this Lease and
Lessee's right to possession of the Premises and to reenter the
Premises, take possession thereof and remove all persons
therefrom, following which Lessee shall have no further claim
thereon or under this Lease;
b. The right of County without terminating this Lea:
and Lessee's right to possession of che Premises, to reenter thc
Premises and occupy the whole or any part thereof for and on
account of Lessee and to collect any unpaid rents and other
charges, which have become payable, or which may thereafter
become payable pursuant to Civil Code Section 1951.4; or
c. The right of County, even though it may have
reentered the Premises, in accordance with the immediately
preceding subparagraph (b) of this Section, to elect thereafter
to terminate this Lease and Lesseels right to possession of the
Premises.
should County have reentered the Premises under the provisions c
subparagraph (b) of this Section, County shall not be deemed to
have terminated this Lease, the liability of Lessee to pay rent
or other charges thereafter accruing, or Lessee's liability for
damages under any of the provisions hereof, by any such reentry
or by any action, in unlawful detainer or otherwise, to obtain
possession of the Premises, unless County shall have notified
Lessee in writing that it has so elected to terminate this Lease
and Lessee's right to possession. Lessee further covenants that
CCSF 85.20A, 1\96 41
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the service by County of any notice pursuant to the unlawful
detainer statutes of the State of California and the surrender
elects to the contrary at the time of, or at any time subsequen
to, the serving of such notice and such election is evidenced b
a written notice to Lessee) be deemed to be a termination of th
Lease. In the event of any reentry or taking possession of the
Premises as aforesaid, County shall have the right, but not the
obligation, at Lessee's expense, to remove therefrom (i) all or
any part of any buildings or structures placed on the Premises
Lessee or its agents, and (ii) any or all merchandise, Fixtures
or Personal Property located therein and to place the same in
storage at a public warehouse at the expense and risk of Lessee
The rights and remedies given to County in this Section shall b
additional and supplemental to a11 other rights or remedies whic
County may have under laws in force when the default occurs.
possession pursuant to such notice shall not (unless County
16.4 COUntV's Damaaes. Ghould County terminate this Leas<
and Lessee's right to possession of che Premises pursuant to thi
provisions of Subsections a and c of Section 16.3 (COUNTY'S
RIGHTS AND REMEDIES), County may recover from Lessee as damages
any or all of the following:
a. The worth at the time of award of any unpaid reni
that had been earned at the Lime of such termination;
b. The worth at the time of award of the amount by
which the unpaid rent that would have been earned after
termination until the time of award exceeds the amount of such
rent loss Lessee Fjroves could have been reasonably avoided;
c.
which the unpaid rent for the balance of the Term after the time
of award exceeds the amount of such rent loss that Lessee proves
could be reasonably avoided;
The worth at the time of award of the amount by
d. Any other amount necessary to compensate County
for all the detriment proximately caused by Lessee's failure to
perform its obligations under this Lease or which in the ordinar
course of things would be likely to result therefrom, including,
without limitation, any costs or expense incurred by County in
(i) retaking possession of the Premises, including reasonable
attorneys' fees therefor, (ii) maintaining or preserving the
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Premises after such default, and, where costs exceed those whic
would be incurred by County after this Lease terminates, the
following costs shall be recoverable by County from Lessee:
preparing the Premises for reletting to a new tenant, including
repairs or alterations to the Premises for such reletting,
leasing commissions, and any other costs necessary or appropria
to relet the Premises; and
e. At County's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted fro
time to time by the laws of the State of California.
As used in subparagraphs (a) and (b) of this Section, the
"worth at the time of award" is computed by allowing interest a
Lhe maximum race dlowed by California Law.
subparagraph c of this Section, the "worth at the time of award
is computed by discounting such amount at the discount rate of
the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%).
As used in
All rent, other than Base Monthly Rent shall, for the
purposes of calculating any amount due under the provisions of
subparagraph c of this Section, be computed on the basis of the
average monthly amount thereof accruing during the immediately
preceding sixty (60) month period, except that, if it becomes
necessary to compute such rent before such a sixty (60) month
period has occurred, then such rent shall be computed on the
basis of the average monthly amount hereof accruing during such
shorter period.
16.5 Lessee's Waiver. Notwithstanding anything to the
contrary contained in this Article, Lessee waives (to the fulle:
extent permitted under law) any written notice (other than such
notice as this Article specifically requires or as required by
the Settlement Agreement) which any statute or law now or
hereafter in force prescribes be given Lessee. Lessee further
waives any and all rights of redemption under any existing or
future law in the event its eviction from, or dispossession of,
the Premises for any reason, or in the event County reenters and
takes possession of the Premises in a lawful manner.
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ARTICLE 17
DEFAULTS BY COUNTY; REMEDIES
if County shall neglect or fail to perform or observe any
the terms, covenants, or conditions contained in this Lease on
its part to be performed or observed within thirty (30) days
after written notice of default or, when more than thirty (30)
days shall be required because of the nature of the default, if
County shall fail to proceed diligently to cure such default
after written notice thereof, then County shall be liable to
Lessee for any and all damages sustained by Lessee as a result
County's breach.
ARTICLE 18
ABWONMENT
Lessee shall not vacate or abandon the Premises at any tim
during the term of this Lease nor permit the Premises to remain
unoccupied for a period of longer than thirty (30) consecutive
days during the term of this Lease. If Lessee shall abandon,
vacate or surrender the Premises, or be dispossessed by process
of law, or otherwise, any Personal Property or Fixtures belongi
to Lessee and left on the Premises shall, at the option of
County, be deemed abandoned. in such case, County may dispose
said Personal Property in any manner provided by California Law
and is hereby relieved of all liability for doing so.
provisions shall not apply if the Premises should be closed and
business temporarily discontinued thereiri on account of strikes
lockouts, or similar causes beyond the reasonable control of
Lessee e
These
-ARTICLE 19
BANKRUPTCY
19.1 Right of Termination. Should any of the following
events occur, County may terminate this Lease and any interest (
Lessee therein, effective with the commencement of the event:
a. Proceedings are instituted whereby all, or
substantially all, of Lessee's assets are placed in the hands of
a receiver, trustee or assignee for the benefit of Lessee's
creditors, and such proceedings continue for at least thirty (3c
days ;
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b. Any creditor of Lessee institutes judicial or
administrative process to execute on, attach or otherwise seize
any of Lessee's merchandise, Fixtures or Personal ProperLy,
located on the Premises and Lessee fails to discharge, set asid
exonerate by posting a bond, or otherwise obtain a release of
such property within thirty (30) days;
c. A petition is filed for an order of relief under
the Federal Bankruptcy Code or for an order or decree of
insolvency or reorganization or rearrangement under any state o
federal law, and is not dismissed within thirty (30) days;
d. Lessee makes a bulk sale of all, or substantial1
all, of Lessee's merchandise, Fixtures or Personal Property
located on the Premises, except in accordance with the provisio
of Article 10 (IMPROVEMENTS; PERSONAL PROPERTY; FIXTURES; MINOR
ALTERATIONS) of this Lease, or except in connection with a
permitted assignment or subletting under this Lease, and fails
replace the same with similar items of equal or greater value a
utility within three (3) days.
my assignee pursiAant to the provisions of any bankruptcy law
shall be deemed without further act to have assumed all of the
obligations of the Lessee under this Lease arising on or after
the date of such assignment.
execute and deliver to County an instrument confirming such
assumption,
Any such assignee shall upon dema
19.2 Reauest for Information. Within ten (10) days after
County's request therefor, Lessee shall provide County and any
mortgagee or proposed mortgagee of County, as County shall
specify, such financial, legal and business information
concerning any of the events described in this Article as Count3
shall request.
ARTICLE 20
DAMAGE OR DESTRUCTION
20.1 Insured Casualty. Should the Lessee's merchandise,
Fixtures, improvements or personal property be damaged by fire,
or other perils CGvered by the insurance Lessee is required to
carry under the terms of this Lease, Lessee shall undertake to
restore such merchandise, Fixtures, improvements or personal
CCSF 85.20A. 1\96 45
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property to substantially the same condition as they were in
immediately preceding such damage or destruction. In the event
of a total destruction of the Premises so that the Premises are
rendered unusable, either parq shall have the right to termina
this Lease. If the parties to this Lease cannot agree upon the
extent and amount of such damage or destruction, County and
Lessee shall mutually agree to the prompt selection of a
certified architect, registered engineer, or licensed building
contractor who shall determine such matters, and the
determination of such architect, engineer, or contractor shall
final and binding upon the parties to this Lease.
20.2 Construction Provisions. In the event of any
reconstruction of the Premises required of Lessee pursuant to
chis Article, Lessee shall, to che extent of available insuranct
, proceeds, repair or rebuild such building and improvements to
substantially the same condition they were in immediately
preceding such damage or destruction,
20.3 Abatement of Rent. In the event of reconstruction bl
Lessee pursuant to this Article, the Base Monthly Rent shall be
abated proportionately with the degree to which Lessee's use of
the Premises is impaired, commencing from the date of destructic
and continuing during the period of such reconstruction and
replacement specified in this Article; provided, however, that
such rent abatement shall not continue for a period of more thar
one hundred eighty (180) days. Lessee shall continue the
operation of its business on the Premises during any such period
to the extent reasonably practicable from the standpoint of
prudent business management, and the obligation of Lessee to pay
Extra Rent shall remain in full force and effect. Lessee shall
not be entitled to any compensation or damages from County for
loss of use of the whole or any part of the Premises, the
building of which the Premises are a part, Lessee's Personal
Property, or any inconvenience or annoyance occasioned by such
damage, reconstruction or replacement. Lessee hereby waives any
statutory rights of termination which may arise by reason of any
partial or total destruction of the Premises which County is
obligated to restore or may restore under any of the provisions
of this Lease.
as not to interfere substantially with Lessee's use of the
Premises, there shall be no abatement of rent.
In the event damage to the Premises is so slight
CCSF 85.20A, 1\96 . 46
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20.4 Release of Liabilitv. Upon any termination of this
Lease under any of the provisions of this Article, the parties
shall be released thereby without further obligation to the ott
party coincident with the surrender of possession of the Premis
to County, except for items which have theretofore accrued and
are then unpaid. In the event of termination of this Lease und
this Article, all proceeds from Lessee's insurance, to the exte
necessary to reimburse County for its interests under the Lease
shall be disbursed and paid to County.
apportioned and paid to the time of terminaLion.
Monthly rent shall be
20.5 Uninsured Casualtv. In the event the Premises are
damaged by any flood, earthquake, act of war, nuclear reaction,
nuclear radiation or radioactive contamination, or any other
casualty not covered by Lessee's insurance, Lessee shall have
the election, and shall wichin thirty (30) days following the
date of such damage give county written notice of Lessee's
election, either to commence reconstruction of the Premises and
prosecute the same diligently to completion, in which event thi
Lease shall continue in full force and effect, or not to perfor
such reconstruction of the Premises, in which event this Lease
shall cease and terminate upon Lessee's notice of its election
terminate.
20.6 Major Destruction, Notwithstanding any of the
foregoing provisions of this Article to the contrary, in the
event that, at any time after the Effective Date, (I) the
Premises are damaged or destroyed to the extent of more than
twenty-five percent (25%) of their replacement cost, or (ii) thl
damage is such that the Premises cannot be repaired and restorec
within one hundred eighty (180) days after the casualty, then
County shall have the right to terminate this Lease upon thirty
(30) days' prior written notice to Lessee.
ARTICLE 21
EMINENT DOYAIN
21.1 Condemnation. If all of the Premises is taken under
or, if eminent domain proceedings by a party other than County,
less than all of the Premises is taken under such proceeding anc
in the opinion of County's Lease Administrator the part taken
substantially impairs the ability of Lessee to use the remaindex
of the Premises for the purposes permitted by this Lease, then
CCSF 85.20A, 1\96 47 .
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either County or Lessee may terminate this Lease as of the datc
that the condemning authority takes possession by delivery of
written notice of such election within twenty (20) days after
such party has been notified of the taking or, in the absence
thereof, within twenty (20) days after the condemning authorit7
shall have taken possession,
21.2 Continuation of Lease After Condemnation. If this
Lease is not terminated by County or Lessee, it shall remain ir
full force and effect as to any portion of the Premises
remaining , and :
a. This Lease will end as of the date possession of
the part is taken by the public entity as to the part of the
Premises that is taken;
b. Prepaid rent will be allocated in proportion to
the relationship that the compensation paid by the public entit
for the portion of the Premises condemned bears to the value of
the whole of the Premises as of the date possession of the part
is taken by the public entity;
c. Base Monthly Rent shall be reduced in proportion
the relationship that the compensation paid by the public entit
for the portion of the Premises condemned bears to the value of
the whole of the Premises as of the date possession of the part
is taken by the public entity;
d. At its cost, Lessee shall restore so much of the
remaining portion of the Premises as is required to create a
reasonably sound architectural (or economically feasible) unit
substantially suitable for the purposes for which they were usel
immediately before the taking, using good workmanship and new
first class materials, all in accordance with the requirements <
Article 10 (IMPROVEMENTS; PERSONAL PROPERTY; FIXTURES; MINOR
ALTERATIONS), above;
e. Upon the completion of restoration according to
clause (d) , above, County will pay Lessee the lesser of (i) the
net award made to County on account of the taking (after
deducting from the total award attorneys' fees, appraisers' feeE
and other costs incurred in connection with obtaining the award)
or (ii) Lessee's actual out-of-pocket cost of restoring the
CCSF 85.20A, 1\96 48
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Premises; and
f. County will keep any balance of the net award.
21.3 Lessee's Award. In connection with any taking, Less€
may prosecute its own claim by separate proceedings against the
condemning authority for damages legally due to it (such as the
loss of Fixtures that Lessee was entitled to remove and moving
expenses) only so long as Lessee's award does not diminish or
otherwise adversely affect County's award.
21.4 Allocation of Condemnation Award for a Total Takins
All awards for the total taking of the Premises the Premises.
proceeds from the sale made under the threat of the exercise of
the power of eminent domain shall be the property of County,
whether made as compensation for diminution of value of the
leasehold estate, for the taking of the fee, or as severance
damage; provided, however, that Lessee shall be entitled to any
award for (i) the value of Lessee-constructed improvements that
were made by Lessee during the Term of this Lease or pursuant t
the Settlement Agreement and were made with the prior approval
the Assistant Deputy Director - Aviation, minus depreciation of
twenty percent (20%) per year from the Commencement Date, and
(ii) loss of or damage to Lessee's trade fixtures, and removabl
personal property. Lessee's sublessee may also pursue a claim
for loss of goodwill. Notwithstanding the foregoing, any amoun
of condemnation compensation due to Lessee pursuant hereto shal
go first, to County to satisfy (i) County's attorneys' fees,
appraisal fees, and other costs incurred in prosecuting the cla
for the award, (ii) County's lost rent and the value of the
reversion as of the ending date, and (iii) any financial
obligations of Lessee to County pursuant to the provisions of
this Lease, and second, to any creditors of Lessee to satisfy t
remaining balance of any due to such creditor from any County-
approved loan encumbering the Premises.
ARTICLE 22
SALE OR MORTGAGE BY COUNTY
22.1 Sale or Mortsage. Subject to the provisions of
ARTICLE 3 (TERM OF LEASE AND FIRST RIGHT TO PURCHASE THE
PREMISES), from and after the Effective Date, Couqty may at any
time, without the consent of Lessee, sell, purchase, exchange,
CCSF 85.20A, 1\96 49
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transfer, assign, lease, encumber or convey County's interest ii
whole or in part, in the Lease, the Premises, the realty
underlying the Premises or any portion of or interest in the
realty or improvements on the Property (collectively referred tc
in this Article as a IISale").
22.2 Release on Sale. From and after a Sale, County shal
be released from all liability toward Lessee and Lessee's
SucceSSorS and assigns arising from this Lease because of any
act, occurrence or omission of County occurring after such Sale
ARTICLE 23
SUBORDINATION; ATTORNMENT
23.1 Subordination. Without the necessity of any other
document being executed and delivered by Lessee,
and shall be junior, subject and subordinate to any existing or
future permits or approvals issued by the United States of
America or any local, State or federal agency affecting the
control or operation of the Premises; Lessee shall be bound by
the terms and provisions of such permits or approvals.
addition, this Lease is and shall also be subject, subordinate
and junior to all ground leases, mortgages, deeds of trust and
other security instruments of any kind now covering the Premise
or any portion thereof.
this Lease is
In
23.2 Attornment. In the event any proceedings are brough.
for foreclosure, or in the event of the exercise of the power o
sale under any mortgage or deed of trust made by County coverin!
the Premises, Lessee shall attorn to the purchaser upon any sucl
foreclosure or sale and recognize such purchaser as landlord
under this Lease.
ARTICLE 24
COUNTY'S RIGHT OF ACCESS
a. County, its agents, employees, and contractors ma;
enter the Premises at any time in response to an emergency, and
at reasonable hours to (a) inspect the Premises, (b) determine
whether Lessee is complying with its obligations in this Lease
(including its obligations with respect to compliance with
Hazardous Materials Laws), (c) supply cleaning service and any
other service that this Lease requires County to provide,
CCSF 85.20A, 1\96 50
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post notices of nonresponsibility or similar notices, or (e) ma
repairs that this Lease requires County to make, or make repail
alterations, or improvements to any other portion of the
Property; provided, however, that all work will be done as
promptly as reasonably possible and so as to cause as little
interference to Lessee as reasonably possible. County, its
agents, employees and contractors may enter the Premises with
twenty-four (24) kours' written notice to Lessee to exhibit the
Premises to prospective purchasers or lessees.
to any adjoining space or utility services, or make repairs,
b. Lessee waives any claim of injury or inconvenienc
to Lesseels business, interference with Lessee's business, loss
of occupancy or quiet enjoyment of the Premises, or any other
loss occasioned by such entry. If necessary, Lessee shall provi
County with keys to unlock all of the doors in the Premises
(excluding Lessee's vaults, safes, and similar areas designated
in writing by Lessee in advance) e County will have the right tc
use any means that County may deem proper to open doors in the
Premises and to the Premises in an emergency. No entry to the
Premises by County by any means will be a forcible or unlawful
entry into the Premises or a detainer of the Premises or an
eviction, actual or constructive, of Lessee from the Premises,
any part of the Premises, nor will the enizry entitle Lessee to
damages or an abatement of rent or other charges that this Leas
requires Lessee to pay.
ARTICLE 25
QUIET ENJOYMENT
If Lessee is not in breach under the covenants made in thi
Lease, County covenants that Lessee shall have peaceful and qui1
enjoyment of the Premises without hindrance on the part of
County. County will defend Lessee in the peaceful and quiet
enjoyment of the Premises against claims of all persons claimin!
through or under the County.
ARTICLE 26
HOLDING OVER
If Lessee remains in possession of the Premises, for any
reason, after the expiration of the term of this Lease without
executing a new Lease, or after County has declared a forfeiture
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by reason of a default by Lessee, then such holding over shall
construed as a tenancy from month to month, subject to all the
conditions, provisions and obligations of this Lease insofar as
they are applicable to a month-to-month tenancy.
Monthly Rent payable during any period of holding over shall be
equal to one hundred twenty percent (120%) of the Base Monthly
Rent payable during the period immediately preceding Lessee's
holding over.
The Base
ARTICLE 27
NOTICES
27.1 Notices. Whenever in this Lease it shall be require
or permitted that notice or demand be given or served by either
party to this Lease to or on the other, such notice or demand
shall be in writing, mailed or delivered to the other party at
the addresses specified in Article 1 (SUMMARY OF BASIC LEASE
PROVISIONS). Mailed notices shall be sent by United States
PosEal Service, certified or registered mail, postage prepaid a
shall be deemed to have been given, delivered and received thre
(3) business days after the date such notice or other
communication is posted by the United States Postal Service. A
other such notices or other communications shall be deemed giver
delivered and received upon actual receipt. Either party may, I
written notice delivered pursuant to this provision, at any time
designate a different address to which notices shall be sent.
27.2 Default Notices. Notwithstanding anything to the
contrary contained within this Article, any notices County is
required or authorized to deliver to Lessee in order to advise
Lessee of alleged violations of Lessee's covenants under this
Lease must be in writing but shall be deemed to have been duly
given or served upon Lessee by County attempting to deliver at
the Premises during normal business hours a copy of such notice
to Lessee or its managing employee or by County mailing a copy c
such notice to Lessee in the manner specified in the preceding
Section.
ARTICLE 28
NONDISCRIMINATION
Lessee hereby covenants by and for itself, its successors,
assigns and all persons claiming under or through it, that this
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Lease is made and accepted upon and subject to the condition tk
there shall be no discrimination against, or segregation of, ar
person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin or ancestry in t
leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the Premises, nor shall Lessee itself, or any per:
claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy
tenants, lessees, sublessees, subtenants or vendees in the
Premises.
ARTICLE 29
AFFIRMATIVE ACTION PROGRAM
Lessee shall -omply with the Affirmative Action Program fc
Vendors as set forth in Article IIIk (commencing at Section 84)
of the San Diego County Administrative Code, which program is
incorporated in this Lease by this reference. Lessee is inform
that the County's Affirmative Action Program for Vendors provid
that its requirements shall not apply to any lessee,
subcontractor of a lessee, who has a regular, paid workforce of
less than fifteen (15) employees. A copy of such Affirmative
,Action Program for Vendors will be furnished to Lessee by
County's Lease Administrator upon request.
or
ARTICLE 30
WAIVER OF RELOCATION ASSISTANCE BENEFITS
30.1 Relocation Assistance Benefits. Lessee is hereby
informed and acknowledges the following:
a. By entering into this Lease and becoming a tenant
of County, Lessee may become entitled to receipt of "relocation
assistance benefits" ("Relocation Benefits") pursuant to the
Federal Uniform Relocation Assistance Act (42 U.S.C. §§ 4601
et seq.) and the California Relocation Assistance Law (Cal. Gov
Code, §§ 7260 et seq.), or either of them (collectively, the IIRelocation Statutes"), should County at some time make use of
the Premises in such a way as to "displace" Lessee from the
Premises. Pursuant to the Relocation Statutes, County may then
become obligated to make such payments to Lessee even where SUC
displacement of Lessee does not otherwise constitute a breach o
CCSF 85.20A, 1\96 53
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default by County of its obligations pursuant to this Lease.
b. Under the Relocation Statutes in effect as of the
Effective Date of this Lease, Relocation Benefits may include
payment to such a 'Idisplaced person" of
reasonable expense of moving himself or herself and a family,
business, or farm operation, including personal property,
the actual direct loss of reestablishing a business or farm
operation, but not to exceed Ten Thousand Dollars ($10,000) , or
(iii) payment in lieu of moving expenses of not less than One
Thousand Dollars ($1,000) or more than Twenty Thousand Dollars
($20,000) D
(i) the actual and
(ii)
30.2 Lessee's Waiver and Release of Relocation Benefits.
In consideration of County's agreement to enter into this Least
Lessee hereby waives any and all rights it may now have, or mal
hereafter obtain, to Relocation Benefits arising out of the
County's lawful exercise of its contractual rights to terminatc
this Lease pursuant to its terms, whether or not such rights ar
contested by Lessee or any other entity, and releases County fr
any liability for payment of such Relocation Benefits; provided
however, that Lessee does not waive its rights to Relocation
Benefits to the extent that Lessee's entitlement thereto may
arise out of any condemnation or pre-condemnarion actions taker:
by the County or any other public agency with respect to the
premises.
documentation of the release and waiver provided hereby as Coun
may reasonably require.
Lessee shall in the future execute any further
ARTICLE 31
RECORDS, ACCOUNTS AND AUDITS
a. As required by AB 939 and by the Settlement
Agreement, Lessee shall, at all times during the term of this
Lease, keep or cause to be kept, true and complete books, recoi
and accounts of all of its business activities conducted on or
from the Premises, including,'but not limited to financial
transactions and the source and disposition of all trash
collected and disposed of in the operation of the business.
b. All Lessee's books or accounts and records shall
kept and made available at one location within the limits of tk
County of San Diego. County shall have the right at any
54 CCSF 85.20A, 1\96
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reasonable time to examine and perform audits of Lessee's record
pertaining to its operations on the Premises. The cost of said
audits shall be borne by County; however, Lessee shall provide ti
County at Lessee's expense, necessary data to enable County to
fully comply with each and every requirement of the State of
California or by the United States of America for information or
reports relating to this Lease and to Lessee's use of the
Premises m
ARTICLE 32
GENERAL PROVISIONS
32.1 Authoritv. Lessee represents and warrants that it ha
full power and authority to execute and fully perform its
obligations under this Lease pursuant to its governing
instruments, withouE the need for any further action, and that
the person(s) executing this Lease on behalf of Lessee are the
duly designated agents of Lessee and are authorized to do so.
32.2 Brokers. Lessee warrants that it has had no dealings
with any real estate broker or agent in connection with the
negotiation or execution of this Lease. In the event any broker
other than the brokers acknowledged in wriEing by County make
claim for monies owed, Lessee shall indemnify, defend and hold
County harmless therefrom.
32.3 Captions. The captions, headings and index appearins
in this Lease are inserted for convenience only and in no way
define, limit, construe, or describe the scope or intent of the
provisions of this Lease.
32.4 Countv ADDrOVal. Except where stated in this Lease t
the contrary, the phrases "County's approval,'' and "County's
written approval" or such similar phrases shall mean approval of
County's Lease Administrator or said Administrator's
representative as authorized by said administrator in writing.
32.5 Cumulative Remedies. In the event of a default undei
this Lease, each party's remedies shall be limited to those
remedies set forth in this Lease; any such remedies are
cumulative and not exclusive of any other remedies under this
Lease to which the non-defaulting party may be entitled.
CCSF 85.20A, 1\96 55
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32.6 Entire Aqreement. This Lease, together with all
addenda, exhibits and riders attached hereto, constitutes the
entire agreement between the parties with respect to the subject
matter hereof, and all prior or contemporaneous agreements,
understandings and representations, oral or written, are
superseded.
32.7 EstOpDel Certificate. Lessee shall at any Lime duriI
the term of this Lease, within five (5) business days of writter
notice from County, execute and deliver to County a statement i~
writing certifying that this Lease is unmodified and in full
force and effect or, if modified, stating the nature of such
modification. Lessee's stacement shall include other details
requested by County, such as the date to which rent and other
charges are paid, Lessee's knowledge concerning any outstanding
defaults with respect to County's obligations under this Lease
and the nature of such defaults if they are claims.
statement may be relied upon conclusively by any prospective purchaser or encumbrancer of the Premises. Lessee's failure to
deliver such statements within such time shall be conclusive up(
Lessee that this Lease is in full force and effect, except to tl
extent any modification has been represented by county, and thal
there are no uncured defaults in the County's performance, and
that not more than one month's rent has been paid in advance.
Any such
32.8 Exhibits. All exhibits referred to in this Lease arc
attached hereto and incorporated by reference.
32.9 Force Majeure. In the event either party is preventc
or delayed from performing any act or discharging any obligatio1
under this Lease, except for the payment of rent by Lessee,
because of any and all causes beyond either party's reasonable
control, including unusual delays in deliveries, abnormal adver,
weather conditions, unavoidable casualties, strikes, labor
disputes, inability to obtain labor, materials or equipment, ac'
hostile government actions, civil commotion and fire or other
casualty, legal actions attacking the validity of this Lease or
the County's occupancy of the Premises, or any other casualties
beyond the reasonable control of either party except casualties
resulting from Lessee's negligent operation or maintenance of tl
Premises ("Force Majeure"), performance of such act shall be
excused for the period of such delay, and the period for
CCSF 85.20A. 1\96 56
of God, governmental restrictions, regulations or controls, any
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performance of such act shall be extended for a period equivalc
to the period of such delay. Force Majeure shall not include i
bankruptcy, insolvency, or other financial inability on the pal
of either party hereto.
32.10 Governina Law. This Lease shall be governed,
construed and enforced in accordance with the laws of the State
of California.
32,11 InterDretation. The parties have each agreed to tl
use of the particular language of the provisions of this Lease,
and any question of doubtful interpretation shall not be resol7
by any rule of interpretation providing for interpretation
against the parties who cause an uncertainty to exist or again:
the draftsperson.
32,12 Joint and Several Liabilitv. If more than one pers
or entity executes this Lease as Lessee, each of them is joint1
and severally liable for all of the obligations of Lessee undei
this Lease.
32.13 Lessee's Lease Administration. Lessee confirms th2
Lessee's Lease Administrator has been given full operational
responsibility for compliance with the terms of this Lease.
Lessee shall provide County with a written schedule of its norn
hours of business operation on the Premises, and Lessee's Leas€
Administrator or a representative designated thereby shall be 1
available to County on a twenty-four (24) hour a day, seven (7)
days a week, basis, and (ii) present on the Premises during
Lessee's normal bt-ainess hours, to resolve problems or answer
question pertaining to this Lease and Lessee's operations on tk
Premises m
32.14 Modification. The provisions of this Lease may not
be modified, except by a written instrument signed by both
parties.
32.15 Partial Invaliditv. If any provision of this Lease
is determined by a court of competent jurisdiction to be invali
or unenforceable, the remainder of this Lease shall not be
affected thereby. Each provision shall be valid and enforceabl
to the fullest extent permitted by law.
57 CCSF 85.20A, 1\96
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32.16 Pavments. Except as may otherwise be expressly
stated, each payment required to be made by Lessee shall be in
addition to and not in substitution for other payments to be ma(
by Lessee.
32.17 Successors & Assicrns. This Lease shall be binding 1
an inure to the benefit of the parties and their successors and
assigns, all of whom shall be jointly and severally liable unde
this Lease, except as may otherwise be provided in this Lease.
32.18 Time of Essence. Time is of the essence of each ani
every provision of this Lease.
32.19 Waiver. No provision of this Lease or the breach
thereof shall be cleemed waived, except by written consent of th
party against whom the waiver is claimed. The waiver by County
of any breach of any term, covenant or condition contained in
this Lease shall not be deemed to be a waiver of such term, covenant or condition of any subsequent breach thereof, or of a
other term, covenant or condition contained in this Lease.
County's subsequent acceptance of partial rent or performance b
Lessee shall not be deemed to be an accord and satisfaction or I
waiver of any preceding breach by Lessee of any term, covenant I
condition of this Lease or of any right of County to a forfeitu
of the Lease by reason of such breach, regardless of County's
knowledge of such preceding breach at the time of county's
acceptance. The failure on the part of County to require exact
or full and complete compliance with any of the covenants,
conditions of agreements of this Lease shall not be construed a:
in any manner changing or waiving the terms of this Lease or as
estopping County from enforcing in full the provisions hereof.
NO custom or practice which may arise or grow up between the
parties hereto in the course of administering this Lease shall
construed to waive, estop or in any way lessen the right of
County to insist upon the full performance of, or compliance
with, any term, covenant or condition hereof by Lessee, or
construed to inhibit or prevent the rights of County to exercisl
its rights with respect to any default, dereliction or breach o
this Lease by Lessee.
CCSF 85.20A. 1\96 58
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IN WITNESS WHEREOF, the County and Lessee have duly executed th:
Lease as of the day and year first above written.
LESSEE : COUNTY:
CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
a political subdivision of t
State of California
By : Tw 3.p,\ /
Clerk, Board of
Board of Supervisors
Attest:
Title: CITY CLERK
LEE RAUTENKRANZ
@pWifi'B $3 TO FOFR wl-
l&p$y G22!:n.
F! _IC._ *&A _I_^_^-.---- :;cy.m /* - 2: . . +>
2 n?d:or authorlzee by the Board
Deputy Clerk
m:\pts\pts.v13 JOR 091797 1440hrs
CCSF 85.20A, 1\96 59
-. e- .. SOLID WASTE TRANSFER STATION
AT McCLELLAN-PALOMAR AIRPORT
Parcel No. 97-0085-AI (05-30-971 (WAR:PET:dlg)
That portion of McClellan-Palomar Airport, in the City of Carisbad, County of San Diego, State c
California, described in deed to the County of San Diego, recorded January 18, 1974 as File/Page Nc
74-014190 in the Office of the County Recorder of said County, described as follows:
BEGINNING at the most Southerly corner of land described in deed to the City of Carlsbad record€
June 30, 1982 at File/Page No. 82-201566 in said County Recorder's Office; thence along tf
Southerly boundary of said Carlsbad land, North 78O42'04" West, 635.35 feet to a point on tt
Easterly line of a 48.00 foot road and utility easement granted to said City of Carlsbad on said 198
deed; thence along said Easterly line, South 11 O17'56" West, 51 9.92 feet to the beginning of
tangent 326.00 foot radius curve, concave Easterly; thence Southerly, along the arc of said curvt
through a central angle of 54O45'22", a distance of 31 1.55 feet; thence tangent to said curve Soul
43O27'26" East, 11 2.20 feet; thence leaving said Easterly line, North 51 '31 '08" East, 235.72 fee
thence North 61 O24'19" East, 355.40 feet; thence North 57O22'14" East, 246.04 feet to tf
beginning of a tangent 50.00 foot radius curve concave Westerly: thence Northeasterly along the ar
of said curve, through a central angle of 88O35'04", a distance of 77.30 feet; thence tangent to sa
curve North 31 O12'50" West, 51.72 feet; thence North 53O37'13" West, 169.04 feet: thence Nor1
4O55'29" East, 93.29 feet to the POINT OF BEGINNING.
NOTE
The northerly boundary of this parcel (97-0085-A1) is contiguous with the southerly boundq
the parcel sold by the County of San Diego to the City of Carlsbad in 1982 (FileRage No. 82-
201566). This accounts for the constant variation of zero (0) degrees, hrty-eight (38) minute:
and thirty-three (33) seconds between the bearings in this legal description and the bearings or
the associated plat
EXHIBIT A
Rev. 4May 30, 19 50300341 Page 1 of 2 - -
DEPARTMENT OF GENERAL SERVICES REAL PROPERTY DlWSlON
COUNTY OF SAN DlEGO
maw81: DAE 7/30/97
CRAW B? W.A.R. 9w. 1’=200’ - I
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EXHIBIT B
FEDERAL AVIATION ADMINISTRATION REQUIREMENTS
In the event there is any conflict between the provisions in this Exhibit and the other
provisions in this Lease, the provisions in this Exhibit shall take precedence.
a. Lessee for itself, its heirs, personal representatives, successors in interest, and assign
as a part of the consideration hereof, does hereby covenant and agree as a covenant running wil
the land that in the event facilities are constructed, maintained, or otherwise operated on the sai
property described in this Lease for a purpose for which a DOT program or activity is kxtended
or for another purpose involving the provision of similar services or benefits, Lessee shall mair
tain and operate such facilities and services in compliance with all other requirements imposed
pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Pa
21 , Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulation:
may be amended.
b. Lessee for itself, its personal representatives, successors in interest, and assigns, as a
part of the consideration hereof, does hereby covenant and agree as a covenant running with the
land that: (1) no person on the grounds of race, color, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
said facilities, (2) that in the construction of any improvements on: over, or under such land and
the furnishing of services thereon, no person on the grounds of race, color, or national origin
shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrin
ination, (3) that Lessee shall use the Premises in compliance with all other requirements impose
by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle
A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the
Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as
said Regulations may be amended.
shall have the right to terminate this Lease and to re-enter and repossess said land and the
facilities thereon, and hold the same as if said Lease had never been made or issued. This
provision does not become effective until the procedures of 49 CFR Part 2 1 are followed and
completed including expiration of appeal rights.
d. Lessee shall furnish its accommodations and/or services on a fair, equal and not
unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not
unjustly discriminatory prices for each unit or service; PROVIDED, THAT Lessee may be
allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of
price reductions to volume purchasers.
e, Non-compliance with Provision d above shall constitute a material breach thereof and
in the event of such noncompliance County shall have the right to terminate this Lease and the
estate hereby created without liability therefore or at the election of County or the United States
either or both said Governments shall have the right to judicially enforce said Provisions.
f. Lessee agrees that it shall insert the above five (5) Provisions in any sublease, contract
or agreement by which said Lessee grants a right or privilege to any person, firm or corporation
to render accommodations andor services to the public on the Premises herein leased.
c. That in the event of breach of any of the above nondiscrimination covenants, County
g. Lessee assures that it will undertake an affirmative action program as required by 14
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CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color,
national origin, or sex be excluded from participating in any employment activities covered in 1
CFR Part 152, Subpart E. Lessee assures that no person shall be excluded on these grounds fro1
participating in or receiving the services or benefits of any program or activity covered by this
subpart. Lessee assures that it will require that its covered suborganizations provide assurances
to Lessee that they similarly will undertake affirmative action programs and that they will requi
assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same
effect.
h. County reserves the right to further develop or improve the landing area of the Airpo
as it sees fit, regardless of the desires or view of Lessee and without interference or hindrance.
i. County reserves the right, but shall not be obligated to Lessee, to maintain and keep il
repair the landing area of the Airport and all publicly-owned facilities of the Airport, together
with the right to direct and control all activities of Lessee in this regard.
j. This Lease shall be subordinate to the provisions and requirements of any existing or
future agreement between County and the United States, relative to the development, operation
or maintenance of the Airport.
k. There is hereby reserved to County, its successors and assigns, for the use and benefi
of the public, a right of flight for the passage of aircraft in the airspace above the surface of the
Premises herein leased. This public right of flight shall include the right to cause in said airspac
any noise inherent in the operation of any aircraft used for navigation or flight through the said
airspace or landing at, taking off from or operation on the Airport.
1. Lessee agrees to comply with the notification and review requirements covered in Par
77 of the Federal Aviation Regulations in the event future construction of a building is planned
for the leased Premises, or in the event of any planned modification or alteration of any present
or future building or structure situated on the leased Premises.
m. Lessee, by accepting this, expressly agrees for itself, its successors and assigns that i
will not erect nor permit the erection of any structure or object, nor permit the growth of any tre
on the land leased hereunder that conflicts with Part 77 of the Federal Aviation Regulations. In
the event the aforesaid covenants are breached, County reserves the right to enter upon the land
leased hereunder and to remove the offending structure or object and cut the offending tree, all (
which shall be at the expense of Lessee.
n. Lessee, by accepting this Lease, agrees for itself, its successors and assigns that it wil
not make use of the leased Premises in any manner which might interfere with the landing and
taking off of aircraft from said Airport or otherwise constitute a hazard. In the event the
aforesaid covenant is breached, County reserves the right to enter upon the Premises hereby
leased and cause the abatement of such interference at the expense of Lessee.
authorize the granting of an exclusive right within the meaning of Section 308a of the Federal
Aviation Act of 1958 (49 U.S.C. 1349a).
p. This Lease and all the provisions hereof shall be subject to whatever right the United
States Government now has or in the future may have or acquire, affecting the control, operatior
regulation and taking over of said Airport or the exclusive or non-exclusive use of the Airport b;
the United States during the time of war or national emergency.
m:\pts\pts.faa JOR 080497
0. It is understood and agreed that nothing herein contained shall be construed to grant (
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EXHIBIT C
MCCLELLAN-PALOMAR AIRPORT
INDUSTRIAL AREAS
DEVELOPMENT STANDARDS
TABLE OF CONTENTS
1. LANDUSES ..............................................................
a. Accepted Uses ...........................................................
b. ProhibitedUses ...........................................................
2. CONDUCTOFUSE ........................................................
3. BUILDINGSETBACKS ......................................................
4. BUILDING CONSTRUCTION ................................................ I
a, Coverage ............................................................... I
b. Exterior Walls ........................................................... I
5. HEIGHTLIMIT .............................................................
6. MINIMUM DISTANCE BETWEEN BUILDINGS ............................... .2
7. MULTIPLE-OCCUPANCY BUILDINGS ...................................... .2
8. REQUIRED SCREENING ................................................... 2
a. ParkingAreas ............................................................ 2
b. ScreeningTypes ......................................................... 2
c. RoofTops .............................................................. 2
9. HEIGHT OF FENCES. WALLS. AND PLANT MATERIALS ...................... .3
a. Fences and Walls ....................................................... , ,3
b. Plant Materials .......................................................... .3
10 OFF-STREET PARKJNG AND LOADING SPACE .............................. .3
a. Parking ................................................................. 3
b. Loading Space ........................................................... 3
c. Dimensions ............................................................. 3
d. Location ................................................................. 3
e. Improvement of Parking Spaces and Parking Areas ............................. .3
f. Marking of Parking Spaces ................................................ .3
g. Parking Restrictions.. .................................................. ;. .4
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11,OI"K3ITE CIRCULATION ...................................................
a. Ingress and Egress ........................................................
b. Driveway Aprons........ .................................................
c. Pedestrian Walkways .......................................................
12.SIGNS ................................................................... '
a. Identificationsigns .......................................................
c. Safety Signs .............................................................
d. RealEstate Signs .........................................................
e. SignDesign .............................................................
b. DirectionalSigns .........................................................
13. TRASH COLLECTION AREAS .............................................. :
14.LANDSCAPING ............................................................
a. RequiredEandscaped Areas .................................................
D. Landscaping Design ..................................................... .I
c. Irrigation ............................................................... I
,.I
15.OTHERREGULATIONS .....................................................
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MCCLELLAN-PALOMAR AIRPORT
INDUSTRIAL AREAS
DEVELOPMENT STANDARDS
1. LANDUSES
a. Accepted Uses. The following primary uses will be acceptable subject to approval of the
Assistant Deputy Director - Aviation and compliance with these development standards and the
performance standards specified for McClellan-Paiomar Airport:
(1) Research and development uses.
(2) Industrial and manufacturing uses.
(3) Warehousing, storage, and wholesaling.
(4) Offices, services, sales activity, and other necessary buildings and uses appurtenant tc
(5) Signs pertaining only to the use conducted within buildings or signs pertaining to the
permitted uses specified in 1,2, and 3 above.
sale or lease of the premises on which they are located in accordance with standards contained
herein.
(6) Off-street parking and loading, vehicular and pedestrian circulation, and landscaping
in accordance with standards specified herein.
(7) On the same leasehold or building site with a permitted industrial park use, one
dwelling unit occupied exclusively by a caretaker or superintendent of such use and hisher
family may be permitted upon approval of the Assistant Deputy Director - Aviation.
primary emphasis on processing or production, to -che exclusion of services rendered to customer,
on the premises, to which end such offices shall be called process offices.
specifically set forth in the Lease.
2. CONDUCT OF USE All manufacturing operations shall be conducted within an enclosed
building. All storage shall be conducted within a totally enclosed building or enclosed by a six
(6) foot high or higher, view obscuring fence or wall. This fence shall not encroach into any
required exterior yard. No storage shall exceed the height of the wall or fence.
3. BUILDING SETBACKS. No building, structure (except a wall or landscape feature or
fence) shall at any time be erected or maintained on any site within twenty-five (25) feet from
any site boundary abutting any street.
4. BWLDING CONSTRUCTION.
shall not cover more than ninety percent (90%) of the net lot area.
following:
(8) Finance, insurance, real estate and business services, provided such services involve
b. Prohibited Uses. Uses not falling into the above categories are not permitted unless
a. Coverase. All buildings, including accessory buildings and structures, and all paved areas
b. Exterior Walls. Any building erected within the industrial park shall conform to the
(1) Exterior walls shall be concrete or masonry except where specific approval is given
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by the Assistant Deputy Director - Aviation for architecturally acceptable alternate materials anc
design.
(2) Exterior walls shall be painted or treated in a manner acceptable to the Assistant
Deputy Director - Aviation.
5. HEIGHT LIMIT. No building or structure shall exceed two stories or 35 feet in height,
whichever is the lesser; provided, however, that buildings or structures located one hundred
(100) feet or more from any property line and exceeding 35 feet in height may be permitted up01
approval by the Assistant Deputy Director - Aviation,
5. MINIMUM DISTANCE BETWEEN BUILDINGS. There shall be a minimum ten (10) feet
between all buildings located on the same site.
7. MULTIPLE OCCUPANCY BUILDINGS. Multiple occupancy of buildings is permitted. I1
case of multiple occupancy, off-street parking, off-streer loading, outdoor trash facilities, and
on-site vehicular and pedestrian circulation systems must be shared in common; provided that
separate such facilities may be permitted by the Assistant Deputy Director - Aviation where
justified and when such provision does not otherwise deviate from the specifics and intent of
these development standards.
8. REOUIRED SCREENING.
there shall be a landscaped screen at least five (5) feet in width, planted with trees, shrubs,
ground cover, or combination of landscaping and aggregate materials that will significantly
soften the view of such areas. Such landscaping may be credited to the ten percent (1 0%)
requirement of Paragraph 14.
b. Screening Types. Where screening is required herein it shall consist of one, or any
combination of the following types, in an aesthetically designed configuration.
(1) Walls: A wall shall consist of concrete, stone, brick, tile, or similar type of solid
masonry material a minimum of four inches thick.
(2) Berms: A berm shall consist of landscaped mounded earth designed in such a way as
to provide desired screening effect.
(3) Fences, solid: H solid fence shall be constructed of masonry.
(4) Fences, open: An open weave or mesh type fence shall be combined with plant
a. Parkin= Areas. Where parking space areas are located so as to be visible from a street,
materials or view obscuring slats to form an opaque screen.
plants. They shall be of a kind, or used in such a manner, so as to provide screening having a
minimum thickness of two (2) feet within eighteen (1 8) months after initial installation.
c. Roof Tops. Roof top equipment such as WAC units shall be screened from view from
both street level and above. To that end, all duct work and electrical conduits are to be run
underneath the roof surface. In addition, the equipment should be clustered and roof top color
shall be considered during the design of the buildings.
(5) Planting: Plant materials, when used as a screen, shall consist of compact evergreen
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9. HEIGHT OF FENCES. WALLS. AND PLANTED MATERIALS
a. Fences and Walls. No decorative or screening fences or walls shall exceed the €oflowing
height limits above ground elevation:
(1) Within required front or side yard setback abutting a street: Forty-two (42) inches
except within five (5) feet of the intersection of a driveway and a street, a driveway and a
walkway, a driveway and parking area circulation aisle, or two (2) driveways in which cases the
height limit shall be thirty (30) inches.
Director - Aviation.
permitted at any height not constituting a hazard to operation of aircraft based on the jud, Oment o
the Assistant Deputy Director - Aviation.
(2) All other areas: Eight (8) feet, unless otherwise approved by the Assistant Deputy
b. Plant Materials. Except where used as an opaque screen, plant materials may be
10. OFF-STREET PARKING AND LOADING SPACE
a. Parking. All parking shall be designed to be provided at the ratio of one (1) off street
parking space per three hundred (300) square feet of gross floor area. If the proposed
development of the Premises is recognized as a standard warehouse or manufacturing use, paved
parking may be provided at the ratio of one space per six hundred (600) square feet. However,
the remainder of the land area necessary to provide an ultimate parking ratio of one (1) space per
three hundred (300) square feet of gross floor must be available for future parking expansion.
This area may be made a part of the landscaped area of the Premises until such time as the
additional parking is needed, however it will not be considered as part of the required 10%
landscaping coverage outlined in Clause 14. (LANDSCAPING) below.
b. Loading SDace. All buildings with a gross floor area greater than one thousand (1,000)
square feet shall be served with a loading area with minimum dimension of twenty (20) feet by
twenty (20) feet. One (1) additional loading area shall be provided for buildings with a gross
floor area exceeding twelve thousand (12,000) square feet. Loading areas shall not be placed in
any required yard areas or parking spaces.
(20) feet deep.
c. Dimensions. Each parking space shall be a minimum of nine (9) feet wide and twenty
d. Location. All parking and loading spaces shall be on the same leasehold Premises with
e. Improvement of Parking Spaces and Parking Areas.
(1) All parking spaces or areas, loading berths, approaches, and driveways shall be
the building or structures tk.ey are to serve.
adequate for anticipated wheel loads, with a structural section designed by a soils engineer, and
constructed of Portland Cement Concrete over a base course of adequate stability.
(2) All parking spaces abutting the perimeter of the property shall be provided with
securely installed concrete wheel barriers or concrete curbs not less than four (4) inches in
height.
f. Marking of Parking Spaces. The location of each parking space shall be identified and
maintained by permanent surface markings.
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g. Parking; Restrictions. On street parking within the Industrial Park shall conform with the
current City of Carlsbad Code.
1 1. ON-SITE CIRCULATION
a. Ingress and Egress.
(1) On-site driveways shall be located so as to serve multiple purposes such as parking
(2) On-site driveways shall have an unobstructed paved surface minimum width of not
(3) Parking, loading areas, and driveways shall be arranged to permit vehicular traffic to
and loading areas wherever possible.
less than fifteen (15) feet per one-way drive, or twenty-four (24) feet for two-way drive.
move into and out of parking and loading areas, driveways, and ramps without the backing of
any vehicle onto a street.
(4) Unobstructed and adequate maneuvering aisles or turn-around areas shall be provide
as necessary to insure that all vehicles shall enter the street or highway in a forward manner.
(5) Parking areas, driveways, maneuvering aisles, ramps, and turn-around areas shall be
kept free and clear of obstructions at all times.
b. Driveway Aprons. All driveway aprons will be installed concurrently with individual si1
development and shall be commercial driveways of Portland cement concrete, six (6) inches
thick from curb to right-of-way line with minimum width of fifteen (1 5) feet at the curb line for
one-way traffic and thirty (30) feet for two-way traffic according to Standard Drawing G-16.
Where driveway aprons will serve semi-trailers, they shall be no less than twenty-four (24) feet
and thirty-six (36) feet respectively, and may be constructed as alley aprons with appropriate
curb returns.
c. Pedestrian Walkwavs. Easily accessible and adequate pedestrian walkways consisting ol
concrete, decorative gravel, paving blocks, or other aesthetically pleasing materials shall be
provided.
12. SIGNS
the occupant and the products, activities or facilities located on the Premises are permitted for
each Premises except as hereinafter specified.
(1) One (1) such sign may be a single-face sign mounted on and parallel to a wall of the
main building. Such sign shall be proportional to the size of the building wall upon which it is
mounted but shall not exceed an area of forty-eight (48) square feet. Such a sign may not extenc
above the top of the parapet wall, the roof line at the wall, the eaves of the building, or portion o
the building to which attached, whichever is applicable; nor shall the sign face protrude more
than eighteen (1 8) inches from the face of the wall upon which it is mounted. One such sign ma
be a single- or double-faced monument or fiee-standing sign, integrated with a landscape
arrangement and located not closer than ten (10) feet to the front property line. The size of such
sign shall be proportional to the building site fiontage but not exceeding an area of sixty (60)
square feet per face nor an overall height of eight (8) feet above the average ground elevation
directly beneath the sign.
a. Identification Siens. Not more than two (2) signs identifying the name and address of
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(2) Roof-mounted and pole signs are not permitted, except that a sloping roof, the slope
of which varies no more than forty-five (45) degrees from a vertical plane, shall be considered
wall space for the purpose of placement of wall signs.
(3) More than one wall sign may be permitted only under the following circumstances:
(a) Where a building site abuts more than one street, one wall sign may be allowed
facing each street, provided the combined area of all such signs shall not exceed seventy-two
(72) square feet.
(b) In the case of multiple occupancy of the same Premises consisting of four or
fewer establishments, each may have one (1) single- faced wall sign not exceeding an area of
thirty (30) square feet; for five (5) or more establishments, each may have one (1) single-faced
wall sign not exceeding an area of twenty-five (25) square feet. Said signs shall be in lieu of, nc
in addition to, the single wall sign per Premise otherwise specified herein.
b. Directional Signs. Directional signs may be single or double face and are limited to
informational signs identifying facilities by category and/or function only. They may not exceel
eight (8) square feet per face or overall height of eight (8) feet above grade.
c. Safety Signs. Safety signs alert the passersby on the site to potential dangers and include
Stop, Slow, Curve, Danger, High Voltage, etc. The shape and color of safety signs shall be of
the same size shape and color as contained in the current edition of the Manual on Uniform
Traffic Control Devices for Streets and Highways as printed by the Bureau of Public Roads, U.S
Department of Commerce.
d. Real Estate Signs. One single or double-faced real estate sign not exceeding twelve (1 2)
square feet per face giving information on the construction, sale or lease of the buildings,
property or premises upon which it is displayed shall be permitted. NO such sign shall be
permitted more than ninety (90) days prior to nor ten (1 0) days after such space is available for
lease or sale.
e. Sign Desim. Identification signs must be designed so as to provide uniformity of layout,
lettering, graphics, size, shape, color, method of installation and construction. The location and
design of all identification signs shall be subject to the written approval of the Assistant Deputy
Director - Aviation. No sign of any type shall be installed without the prior written approval of
the Assistant Deputy Director - Aviation.
13. TRASH COLLECTION AREAS. All trash collection areas shall be located outside of areas
required to be devoted to landscaping and shall be enclosed by a wall and heavy duty solid gates
not less than six (6) feet in height. Portland cement concrete floors and aprons are required in
trash collection areas.
14. LANDSCAPING. a. Required Landscaping Areas. Landscaping plans shall be required and submitted for
approvaI of the Assistant Deputy Director - Aviation. All exterior yards, except for driveways
shall be landscaped and maintained, however, in no event shall the total landscaped area be less
than ten percent (1 0%) of the gross lot area. All areas not in a driveway or sidewalk between
street curb and the property line shall be landscaped and maintained by Lessee and may be
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included in the above mentioned ten percent on-site requirement.
b. Landscaping Design.
(1) Coverage: At least seventy-five percent (75%) of the surface landscaped shall be
planted with a compatible combination of trees, shrubs, vines, flowers or ornamental ground
cover. The remainder may include features such as pedestrian walkways, rock groupings,
sculptures, pools, fountains, outdoor seating areas, decorative paving, and gravel areas,
interspersed with planting areas.
(2) Spacing: Plant material spacing shall conform to the following standards: A
minimum of twenty-five (25) feet from the back of sidewalk at street intersections to the center
of the first tree or the center of the first large shrub ten feet in height or more at maturity.
be planted and a permanent type sprinkler system or similar watering system or device, adequatc
to provide water necessary to properly maintain the particular plant materials used, shall be
constructed and thereafter maintained in good working order.
15. OTHER REGULATIONS. In addition to the provisions of these Development Standards, a1
development on the Premises shall conform to the standards specified by the applicable Federal
Aviation Administration Regulations, laws of the State of California, the Carlsbad Municipal
Code and those ordinances and policies promulgated by the Board of Supervisors which regulate
the administration, land use, construction, and development of County Airports.
In the event there is any conflict between these Development Standards and the regulations, law:
and/or ordinances of the above mentioned agencies, the most restrictive shall apply.
m:\pts\pts.ind JOR 080597
c, Irrigation, Prior to commencing any use of the property, required landscaped areas shall
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EXHIBIT D
MCCLELLAN.-PALOMAR AIRPORT
INDUSTRIAL F_ND AVIATION AREAS
PERFORMANCE STANDARDS
TABLE OF CONTENTS
PI
1. NOISE ..........................
a. Standards ......................
b. Method of Measurement ................
c. SoundLevel .....................
d. Aircraft Engine Runups ................
e. Exemptions ......................
2. GLARE ..........................
a. Standards ......................
b. Prohibitions .....................
3. ELECTROMAGNETIC INTERFERENCE ...............
a. Standards ......................
b. Method of Measurement ................
4. VIBRATION ........................
a. Standards ......................
b. Method of Measurement ................
5. TOXIC MATTER .......................
a. Standards ......................
b. Method of Measurement ................
6. ODOR ...........................
7. SMOKE, PARTICULATE MATTER AND OTHER AIR CONTAMINANTS , , ,
8. LIOUID WASTES ......................
a. Standards .......................
b. Prohibitions .....................
9. FIRE AND EXPLOSIVE HAZARDS .................
10. OTHER REGULATIONS ....................
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MCCLELLAN-PALOMAR AIRPORT
INDUSTRIAL AND AVIATION AREAS
PERFORMANCE STANDARDS
1. NOISE.
a. Standards. At no point on or beyond the boundary of t
leasehold Premises shall the maximum sound level resulting from a
operation, activity or use exceed Leq(h) = 70 dB for continuo
noise. If the measured ambient level exceeds the applicable lim
noted above, the allowable one hour average sound level shall
the ambient noise level. The ambient noise level shall be measur
when the alleged noise violation source is not operating.
b. Method of Measurement. Noise shall be measured with
sound level meter having an A-weighted filter constructed
accordance with specifications of the American National Standar
Institute for type S-2A general purpose sound level meters.
(1) Impact noise shall be measured using the fa
response of the sound level meter. Impact noises are intermitte
sounds such as from a punch press or drop-forge hammer,
(2) Continuous noise shall be measured using the sl
response of the sound level meter.
c. Sound Level (Noise Level). Sound level shall mean t
weighted sound pressure level obtained by the use of a sound lev
meter and frequency weighting network as specified in Americ
National Standards Institute specifications for sound level mete
(ANSI.4-1971, or the latest revision thereof). If the frequer
weighting employed is not indicated, the A-weighting is implied
d. Aircraft Encrine Runups. Lessee shall restrict aircra
engine tests and maintenance runups performed on the leasehc
Premises to idle power settings. Lessee shall restrict aircra
tests and maintenance runups at greater than power settings
locations on the Airport and during the time of day authorized
writing by the Assistant Deputy Director - Aviation.
from the specified maximum sound level:
Lessee;
and emergency pressure relief valves; and
and 7:OO p.m.
e, Exemptions, The following sources of noise are exen
(1) Transportation vehicles not under the control
(2) Occasionally used safety signals, warning device
(3) Temporary construction activity between 7:OO a.
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2. GLARE.
a. Standards. All light fixtures or light sources shall
the Federal Aviation Administration or any successor agencies ;
other governmental agencies governing height, type and placement
lights as they may affect the safety of aircraft operations int
from and around the Airport.
(1) All outdoor lighcing installed shall utilize :
pressure sodium lamps and be shielded from above in such a man]
that the edge of the shield shall be level with or below the cenl
of the light source.
(2) All light fixtures shall be designed and adjusted
as to reflect light downward, away from any other premises.
(3) Any operation, activity, or use producing intei
glare shall be conducted wichin an enclosed or screened area
such a manner that the glare emitted will not be discernible at i
point on or beyond the boundary of the leasehold Premises.
installed or used so as to comply with the rules and regulations
In addition:
b. Prohibitions. The use of floodlights on vertical
horizontal surfaces, searchlights, and red, blue, or green ligl
shall be prohibited; provided, however, red, green and blue ligl
are permitted where required by FAA regulations as necessary j
the safety of aircraft operations.
3. ELECTROMAGNETIC INTERFERENCE.
a. Standards. At no point on or beyond the boundary of 1
leasehold Premises shall the electromagnetic interference result:
from any operation, activity or use of equipment not licensed
the Federal Communications Commission for communications
navigational purposes exceed the maximum permitted values tabulat
below:
Section of Maximum Field Strength
from-to Containincr Interference Soul
Electromagnetic Spectrum at Edge of Premises
10 - 100 Kilocycles 500 Microvolt/Meter
100 - 535 Kilocycles 300 Microvolt/Meter
535 - 1605 Kilocycles 200 Microvolt/Meter
1605 Kc.- 44 Megacycles 200 Microvolt/Meter
44 - 88 Megacycles 150 Microvolt/Meter
88 - 174 Megacycles 200 Microvolt/Meter
174 - 216 Megacycles 150 Microvolt/Meter
216 - 580 Megacycles 250 Microvolt/Meter
580 - 920 Megacycles 300 Microvolt/Meter
920 - 30,000 Megacycles 2000 Microvolt/Meter
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Irrespective of the above standards, any electromagnet
disturbance that causes interference with radio transmission
aircraft instruments, navigational aids, or other electromagnet
receptors essential to aircraft operations shall be modified
abated upon request of the Assistant Deputy Director - Aviation
b. Method of Measurement. The level of radiat
electromagnetic interference shall be measured by using standa
field strength measuring techniques. The maximum value of t
tabulation shall be considered as having been exceeded if at a
frequency in the section of the spectrum being measured, t
measured field strength exceeds the maximum value tabulated f
this spectrum section.
4. VIBRATION.
a. Standards. At no point on or beyond the boundary of t
leasehold Premises shall the maximum particle velocity resulti
from any operation, or activity or use exceed 0.10 inches 1
second for steady-rate vibrations and 0.20 inches per second f
impact vibrations.
b. Method of Measurement. Vibration shall be measured wj
a seismograph or complement of instruments capable of recordj
vibration displacement and frequency or particle velocj
simultaneously in chree mutually perpendicular directions. Wl
particle velocity is computed on the basis of displacement i
frequency, the following formula shall be used:
P.V. = 6.28 F X D
P.V. = Particle velocity, inches per second
F = Vibration frequency, cycles per second
D = Single amplitude displacement of the vibration, inches
The maximum particle velocity shall be the maximum vector :
of the three mutually perpendicular components recorc
simultaneously.
(1) Steady-rate vibrations are vibrations which i
continuous or vibrations in discrete impulses occurring 100 or mc
times per minute.
(2) Impact vibrations are vibrations in discrc
impulses occurring less than 100 times per minute.
5. TOXIC MATTER.
a. Standards. At no point on or beyond the boundary of *
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leasehold premises shall the release of any airborne toxic matti
resulting from any operation, activiLy or use exceed 3.0 percent
the Threshold Limit Value; provided, however, if a toxic substan
does not have an established Threshold Limit Value, Lessee sha
satisfy the County Department of Public Health that the propos
levels will be safe to the general population.
given as a fractional amount of the ACGIH Threshold Limit Val
which is the maximum concentration permitted an industrial work
for eight hours exposure per day,
the American Conference of Governmental Industrial Hygienis
(ACGIH). Toxic matter shall be measured at ground level
habitable elevation using ACGIH or ASTM methods and shall be t
average of any 24-hour sampling period.
b. Method of Measurement. The maximum concentration
five days a week, as adopted
6. ODOR. At no point on or beyond the boundary of the leasehc
Premises shall any odorous gases or other odorous matter resulti
from any operation, activity or use be detectable.
7. SMOKE, PARTICULATE MATTER AND OTHER AIR CONTAMINANTS. A
operations, activities, and uses shall be conducted so as to comp
with the rules and regulations of the San Diego County A
Pollution Control District governing smoke, particulate matter, a
other air contaminants.
8. LIOUID WASTES.
a. Standards. All operations, activities, and uses sha
be conducted so as to comply with the rules and regulations of t
State of California Water Quality Control Board - San Diego Regi
and the County San Diego.
b. Prohibitions. The discharge of any toxic or was
material onto the ground, into any drainage channel, or t
discharge of any toxic material into any on-site leaching syst
shall be prohibited.
9. FIRE AND EXPLOSIVE HAZARDS. All operations, activities, a
uses shall be conducted so as to comply with the rules a
regulations of the applicable fire protection agency and t
Uniform Fire Code governing fire and explosive hazards.
10. OTHER REGULATIONS. In addition to the provisions of the
Performance Standards, all operations on the Premises shall confc
to the standards specified by the applicable Federal Aviati
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Administration Regulations, laws of the State of California and tl
applicable local ordinances which regulate land use and operation
In the event of a conflict between these Performance Standards a.
various applicable laws, ordinances and regulations, the mo
restrictive shall apply.
m:\pts\pts.per JOR 080597
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EXHIBIT E
INSURANCE REQUIREMENTS
Without limiting Lessee's indemnification obligations to County,
Lessee shall provide and maintain, during the Term and for such
other period as may be required by the provisions of this exhibit
("Insurance Exhibit") or the Lease, at its sole expense,
insurance in the amounts and form specified in this Insurance
Exhibit.
A. Liabilitv Insurance. Lessee shall procure either
Comprehensive General Liability insurance or Commercial General
Liability insurance applying to its use and occupancy of the
Premises, or any part thereof, or any areas adjacent thereto, and
the business
Premises, in the amounts and form set forth below:
operated by Lessee or any other occupant On the
(1) ComDrehensive General Liability Insurance. A policy of
Comprehensive General Liability Insurance which provides limits
of
(a) Combined Single Limit per occurrence: $2,000,000
(b) Fire Damage Limit (Any One Fire): $ 500,000
(c) Medical Expense (Any One Person): $ 5,000
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(2) Commercial General Liability Insurance. A policy of
Commercial General Liability Insurance which provides limits of:
(a) Per Occurrence: $2,000,00 (b) Location Specific Aggregate: $2,000 , 00
(c) Products/Completed Operations: $2,000,00
(d) Personal & Advertising Injury limit: $2,000,00
(f) Medical Expense Limit (Any One Person) : $ 5,0(
(e) Fire Damage Limit (Any One Fire): $ 500,0(
(3) Reuuired Liability Policv Coveracre. Any liability
policy provided by Lessee under this Insurance Exhibit shall
contain the following coverage:
(a) Premises and Operations
(b) Products/Completed Operations
(c> Contractual Liability expressly including
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liability assumed under this Lease.
(d) Personal Injury Liability
(e) Independent Concractors' Liability
(f) Severability of Interest clause providing that tk
coverage applies separately to each insured, except with respect
to the limits of liability, and that an act or omission by one c
the named insureds shall not reduce or avoid coverage to the
other named insureds.
(4) Additional Insured Endorsement. Any general liabiliti
policy provided by Lessee under this Insurance Exhibit shall
contain an endorsement which applies its coverage to the County,
the members of the Board of Supervisors of the County, and the
officers, agents, employees and volunteers of the County,
individually and collectively, as additional insureds.
(5) Primarv Insurance Endorsement. The coverage afforded
by the additional insured endorsement described above shall app
as primary insurance, and any other insurance maintained by the
County, the members of the Board of Supervisors of the County, I
its officers, agents, employees and volunteers, or any County
self-funded program, shall be excess only and not contributing
with such coverage.
(6) Form of Liabilitv Insurance Policies. All liability
policies shall be written to apply to all bodily injury,
including death, property damage, personal injury and other
covered loss, however occasioned, occurring during the policy
term, and shall specifically insure the performance by Lessee o
that part of the indemnity agreement contained in this Lease
relating to liability for injury to or death of persons and
damage to property. If the coverage contains one or more
aggregate limits, a minimum of 50% of any such aggregate limit
must remain available at all times; if over 50% of any aggregat
limit has been paid or reserved, County may require additional
coverage to be purchased by Lessee to restore the required
limits. Lessee may combine primary, umbrella and as broad as
possible excess liability coverage to achieve the total limits
indicated above. Any umbrella or excess liability policy shall
include the Additional Insured Endorsement described below.
B. All Risk Fire Insurance A standard fire policy including
all-risk or special form perils, in an amount of ninety percent
90% of the full replacement cost of the Building and
* Improvements, without deduction for depreciation, including cos
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of demolition and debris removal.
insurance shall include coverage for (I) Lessee's merchandise,
(ii) fixtures owned by Lessee, (iii) any items identified in th
Lease as improvements to the Premises constructed or owned eithi
by County or Lessee, and (iv) the personal property of Lessee,
its agents and employees.
Such policy or policies of
(1) Deductible The deductible for the required fire
insurance policy shall not exceed $10,000 per occurrence and
shall be borne by Lessee.
(2) Rental Income Insurance Lessee shall, at its sole
cost and expense, maintain rental income insurance which shall
assure County of receiving the minimum monthly rent from the til
the Premises are damaged or destroyed by a risk insured against
by the standard fire policy including all-risk or special form
perils, until such time as they are returned to a tenantable
condition, with a minimum period of coverage of one (1) year.
(3) Loss Pavee The required fire insurance policy shall
name County of San Diego as Loss Payee.
(4) Proceeds of Insurance. In the event of damage or
destruction to the Premises covered by the fire or physical
hazard insurance required of Lessee under this Insurance Exhibii
the proceeds of such insurance shall be allocated as follows:
(a) Proceeds from any or all of said insurance
policies shall be payable, firsti to the holder of any mortgage
or deed of trust permitted under this Lease to the extent
required by said mortgage or deed of trust;
(b) Any balance remaining after application of
insurance proceeds in the manner indicated in subparagraph
above, shall be credited to Lessee. If Lessee, or County, is
required to rebuild or restore the Premises pursuant to the
provisions of this Lease, the amount of insurance proceeds
credited to Lessee shall be impounded with an independent
depository acceptable to County in accordance with a rider to tl
insurance policy setting forth this procedure, to be disbursed t
pay, to the extent such portion of proceeds may be sufficient,
Lessee's obligations to repair and restore the Premises pursuant
to the provisions of this Lease;
(a),
(c) In the event that, after paying all of the costs
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and expenses of repair and restoration referenced in subparagraph
(b), above, any balance of insurance proceeds remains, it shall
be retained by Lessee. Should it be anticipated that the
proceeds of insurance to be received by Lessee will be
insufficient to repair or restore the Premises as required by
this Lease, Lessee shall have the option to either (I) terminate
this Lease and turn over all insurance proceeds from the impound
account to County, or (ii) repair or restore the Premises as
required under this Lease using the available insurance proceeds,
with any shortfall in the amount necessary to repair or restore
the Premises being contributed, in cash, by Lessee. (See,
Section 20.5 (UNINSURED CASUALTY) under Article 20 (DAMAGE OR
DESTRUCTION) .
(d) Notwithstanding any provision of the foregoing to
the contrary, upon any termination of this Lease all proceeds
from Lessee's insurance, but excluding such proceeds attributable
to damages sustained by Lessee's merchandise or personal
property, shall be disbursed and paid to County.
C. ComDrehensive Automobile/Aircraft/Watercraft Liability
Insurance. Lessee shall procure Comprehensive
Automobile/Aircraft/Watercraft Liability Insurance, applying to
its use and occupancy of the Premises and the business operated
by Lessee or any other occupant on the Premises.
shall be written for bodily Injury, including death, and propert.
damage, however occasioned, occurring during the policy term, in
the amount of not less than One Million Dollars ($l,OOO,OOO),
combined single limit per occurrence, applicable to all owned,
non-owned and hired vehicles/aircraft/watercraft.
Notwithstanding any provision of the foregoing to the contrary,
however, such coverage may be waived in writing by County if it
determines there is no significant exposure to these risks.
D. Statutorv Workers' CornDensation and Emr>loyerts Liabilitv
Insurance. Lessee shall provide the statutory amount of worker:
compensation insurance, with a broad form all-states endorsemen
and with employer's liability coverage of no less than Three
Million Dollars ($3,000,000) per occurrence for all employees
engaged in services or operations under this Lease. Lessee sha
also provide U.S. Longshoremens' and Harbor Workers' Act
coverage, when applicable.
Such policy
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E. General Provisions.
(1) Certificates of Insurance, Lessee shall, as soon as
practicable following the placement of insurance required by th
Insurance Exhibit, but in no event later than ten (10) days pri to the Commencement Date, deliver to County certified copies of
the actual insurance policies specified by this Insurance
Exhibit, or certificates evidencing the same, together with
appropriate separate endorsements thereto, evidencing that Lessf
has obtained such coverage for the period of the Lease.
Thereafter, copies of renewal policies, or certificates and
appropriate separate endorsements thereof, shall be delivered tc
County within thirty (30) days prior to the expiration of the
term of any policy required by this Insurance Exhibit. Lessee
shall permit County at all reasonable times to inspect any
policies of insurance of Lessee which Lessee has not delivered 1
County.
(2) Claims Made Coverage. If coverage is written on a
l'claims made" basis, the Certificate of Insurance shall clearly
state so. In addition to the coverage requirements specified
above, such policy shall provide that:
(a) The policy retroactive date coincides with or
precedes Lessee's possession of the Premises (including
subsequent policies purchased as renewals or replacements).
(b) Lessee will make every effort to maintain similai
insurance during the required extended period of coverage
following expiration of the Lease, including the requirement of
adding all additional insureds.
(c) If insurance is terminated for any reason, Lessee shall purchase an extended reporting provision of at least two
years to report claims arising in connection with the Lease.
(d) The policy allows for reporting of circumstances
or incidents that might give rise to future claims.
(3) Failure to Obtain or Maintain Insurance; Countv's
Remedies. Lessee's failure to procure the insurance specified b
this Insurance Exhibit, or failure to deliver certified copies o
appropriate certificates of such insurance, or failure to make
the premium payments required by such insurance, shall constitut
a material breach of the Lease, and County may, at its-option,
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terminate the Lease for any such default by Lessee.
(4) No Limitation of Obliaations. The foregoing
requirements as to the types and limits of insurance coverage tc
be maintained by Lessee, and any approval of said insurance by
the County or its insurance consultantts), are not intended to
and shall not in any manner limit or qualify the liabilities an(
obligations otherwise assumed by Lessee pursuant to the
Agreement, including, but not limited to, the provisions
concerning indemnification.
(5) Notice of Cancellation or Chanse of Coverase. All
certificates of insurance provided by Lessee must evidence that
the insurer providing the policy will give County thirty
Lease entitled "Notices," below, in advance of any cancellation
lapse, reduction or other adverse change respecting such
insurance.
(30)
days' written notice, at the address shown in the Section of th
(6) Qualifying Insurers. All policies of insurance
required hereby shall be issued by companies which have been
approved to do business in the State of California by the State
Department of Insurance, and which hold a current policy holder
alphabetic and financial size category rating of not less than 1
VI1 according to the current Best's Key Rating Guide, or a
company of equal financial stability that is approved in writin1
by County's Risk Manager.
(7) Review of Coveracre. County shall retain the right at
any time to review the coverage, form and amount of insurance
required by this Insurance Exhibit and may require Lessee to
obtain insurance reasonably sufficient in coverage, form and
amount to provide adequate protection against the kind and extei
of risk which exists at the time a change in insurance is
required.
(8) Self-Insurance. Lessee may, with the prior written
consent of County's Risk Manager, fulfill some or all or the
insurance requirements contained in this Lease under a plan of
self-insurance. Lessee shall only be permitted to utilize such
self-insurance, however, if, in the opinion of County's Risk
Manager, Lessee's (1) net worth, and (ii) reserves for payment I
claims of liability against Lessee, are sufficient to adequate11
compensate for the lack of other insurance coverage required by
this Lease. Lessee's utilization of self-insurance shall not ii
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any way limit liabilities assumed by Lessee under this Lease.
(9) Sublessees' Insurance. Lessee shall require any
sublessee, and any sub-sublessee, of all or any portion of the
Premises to provide the insurance coverage described in this
Insurance Exhibit prior to occupancy of the Premises.
(10) Waiver of Subroaation. Lessee and County waive all
rights to recover against each other or against any other tenan
or occupant of the building, or against the officers, directors
shareholders, partners, employees, agents or invitees of each
other or of any other occupant or tenant of the building, from
any Claims [as defined in the Article 13 (INDEMNITY AND
INSURANCE], against either of them and from any damages to the
fixtures, personal property, Lessee's improvements, and
alterations of either County or Lessee in or on the Premises, t
the extent that the proceeds received from any insurance Carrie
by either County or Lessee, other than proceeds from any progra
of self-insurance, covers any such Claim or damage. Included i
any policy or policies of insurance provided by Lessee under th
Insurance Exhibit shall be a standard waiver of rights of
subrogation against County by the insurance company issuing sai
policy or policies.
m:\pts\pts.ins JOR 080597
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EXHIBIT F
MCCLELLAN-PALOMAR AIRPORT
County Required Sublease Provisions
The Sublessor may draft its own Sublease form. The following paragraphs must appear in the
Sublease. Paragraphs marked with an asterisk (*) must be used exactly as written. The Sublease m
be submitted to the Assistant Deputy Director Aviation with the Sublease Processing Fee, Drier to
occupancy by Sublessee.
1. Parties. This Sublease is entered into by and between the City of Carlsbad, a municipal
corporation, hereinafter called "Sublessor", and
19 , also known as County of San Diego Contract No.
Lessee and County of San Diego is Lessor under said Master Lease.
hereinafter called "Sublessee", as a Sublease under the Master Lease dated - . Sublessor, under this Subleas
2. Premises. Sublessor leases to Sublessee and Sublessee hires the following described Premises
together with the appurtenances, situated in the City of Carlsbad, State of California:
. Said Premises are shown on Exhibit "A", attached he
3. Term. The term of this Sublease Agreement shall be for
commencing , 19 , and terminating 7 19- unless sooner terminated as provided herein. (Note: Termination date of Sublease cannot exceed
expiration date of Master Lease.)
4. Rental. Sublessee shall pay to Sublessor as rent for the Premises in advance on the first day o
each calendar month of the term of this Sublease without deduction, offset, prior notice or demand,
lawful money of the United States, the sum of
Cents ($ ). If the commencement date is not the first day of the month, or if the Suk
termination date is not the last day of the month, a prorated month installment shall be paid at the tk
current rate for the fractional month during which the Sublease commences andor terminates. Reo
of $ is hereby acknowledged for rental for the first m
and the additional amount of $ as non-interest bearing security for performance undc
Sublease. In the event Sublessee has performed all the terms and conditions of this Sublease throus
the term, upon Sublessee vacating the Premises? the amount paid as a security deposit shall be retur
to Sublessee after first deducting any sums owing to Sublessor,
Dollars and
5. a. Sublessee shall use the Premises for
and for no other purposes without prior written consent of Sublessor. Sublessee's business shall be
established and conducted throughout the term hereof in a first class manner. Sublessee shall not u
Premises for, or carry on, or permit to be carried on, any offensive, noisy or dangerous trade, businc
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manufacture or occupation.
*6. Indemnification. Sublessee shall indemnify and save harmless County of San Diego, it offic
agents, and employees from and against any and all claims, demands, liabilities, or loss of any kind
upon them or any of them for injury to, or death or, persons or damage to property, as a result of, ar
out of, or in any manner connected with this Sublease or with occupancy and use of the Subleased
Premises by Sublessee, its officers, agents, employees, licensees, patrons or visitors except as
attributable to an act or omission of County. Sublessee further agrees to pay any and all costs and
expenses, including, but not limited to, court costs and reasonable attorneys' fees, incurred by Coun
account of any such claims, demands, or liabilities.
nature which County, its officers, agents, or employees may sustain or incur, or which may be imp(
7. Insurance. Sublessee agrees to provide Sublessor with a Certificate of Public Liability and
Property Damage Insurance in an amount satisfactory to Sublessor, but in no event less than:
!$ bodily injury, each person
$
$ property damage
$
Workers' Compensation to statutory limits.
bodily injury, each occurrence, and
OR
combined single limit in lieu of above.
*8. Provisions Constituting Sublease. This Sublease is subject to all of the terms and conditions
the Master Lease. Sublessee shall assume and perform the obligations of Sublessor and Lessee in s
Master Lease, to the extent said terms and conditions are applicable to the Premises subleased pursi
to this Sublease. Sublessee shall not commit or permit to be committed on the Premises any act or
omission which shall violate any term or condition of the Master Lease. In the event of the termina
of Sublessor's interest as Lessee under the Master Lease for any reason, then this Sublease shall
terminate coincidentally therewith without any liability of Sublessor and County to Sublessee.
Sublessee hereby acknowledges and agrees that Sublessee waives all rights to any form of Relocatil
Assistance provided for by local, State, or Federal law that Sublessee may be entitled to by reason c
Sublease.
*9. Federal Aviation Administration Requirements. In the event there is any conflict between thl
provisions in this Clause and the other provisions in this Sublease, the provisions in this Clause sha'
a. Sublessee, for itself, its heirs, personal representatives, successors in interest, and assign,
a part of the consideration hereof, does hereby covenant and agree as a covenant running with the la
that in the event facilities are constructed, maintained, or otherwise operated on the said property
described in this Sublease for a purpose for which a DOT program or activity is extended or for an0
purpose involving the provision of similar services or benefits, Sublessee shall maintain and operatt
such facilities and services in compliance with all other requirements imposed pursuant to Title 49,
take precedence.
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of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 2 1 , Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civ
Rights Act of 1964, and as said Regulations may be amended.
b. Sublessee, for itself, its personal representatives, successors in interest, and assigns, as a I
of the consideration hereof, does hereby covenant and agree as a covenant running with the land that
no person on the grounds of race, color, or national origin shall be excluded from participation in, de
the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the
construction of any improvements on, over, or under such land and the furnishing of services thereor
person on the grounds of race, color, or national origin shall be excluded from participation in, denie
the benefits of, or otherwise be subject to discrimination, (3) that Sublessee shall use the Premises in
compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulat
Department of Transportation, Subtitle A, Office of the Secretary, Part 2 1, Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Ci.c
Rights Act of 1964, and as said Regulations may be amended.
c. That in the event of breach of any of the above nondiscrimination covenants, Sublessor s
have the right to terminate this Sublease and to re-enter and repossess said land and the facilities the
and hold the same as if said Sublease had never been made or issued. This provision does not becor
effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of
appeal rights.
d. Sublessee shall furnish its accommodations and/or services on a fair, equal and not unjus
discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly
discriminatory prices for each unit or service; PROVIDED, THAT Sublessee may be allowed to ma
reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volu
purchasers.
e. Non-compliance with Provision d above shall constitute a material breach thereof and in
event of such non-compliance Sublessor shall have the right to terminate this Sublease and the estat
hereby created without liability therefore, or at the election of Sublessor, County or the United State
any or all said entities shall have the right to judicially enforce said Provisions.
f. Sublessee agrees that it shall insert the above five Provisions in any sub-sublease, contrar
agreement by which said Sublessee grants a right or privilege to any person, firm or corporation to
render accommodations andor services to the public on the Premises herein subleased.
g. Sublessee assures that it will undertake an affirmative action program as required by 14
Part 152, Subpart E, to insure that no person shall, on the grounds of race, creed, color, national orii
or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Su
E. Sublessee assures that no person shall be excluded on these grounds from participating in or
receiving the services or benefits of any program or activity covered by this subpart. Sublessee ass1
that it will require that its covered suborganizations provide assurances to Sublessee that they simil;
will undertake affirmative action programs and that they will require assurance fiom their
suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effort.
sees fit, regardless of the desires or view of Sublessee, and without interference or hindrance.
h. County reserves the right to further develop or improve the landing area of the Airport a
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I. County reserves the right, but shall not be obligated to Sublessee, to maintain and keep in
repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the
right to direct and control all activities of Sublessee in this regard.
future agreement between County and the United States, relative to the development, operation or maintenance of the Airport.
k. There is hereby reserved to COW@, its successors and assigns, for the use and benefit OfthP
public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises here
subleased. This public right of flight shall include the right to cause in said airspace any noise inheren
in the operation of any aircraft used for navigation or flight through the said airspace or landing at,
taking off fiom or operation on the Airport.
of the Federal Aviation Regulations in the event future construction of a building is planned for the
subleased Premises, or in the event of any planned modification or alteration of any present or future
building or structure situated on the subleased Premises.
m. Sublessee by accepting this expressly agrees for itself, its successors and assigns that it \
not erect nor permit the erection of any structure or object ncr permit the growth of any tree on the 1
subleased hereunder that conflicts with Part 77 of the Federal Aviation Regulations. In the event th
aforesaid covenants are breached, County and/or Sublessor reserve the right to enter upon the land
subleased hereunder and to remove the offending structure or object and cut the offending tree, all (
which shall be at the expense of Sublessee.
n. Sublessee by accepting this Sublease agrees for itself, its successors and assigns that it 7
not make use of the subleased Premises in any manner which might interfere with the landing and
off of aircraft fiom the Airport or otherwise constitute a hazard. In the event the aforesaid covenal
breached, County andor Sublessor reserve the right to enter upon the Premises hereby subleased i
cause the abatement of such interference at the expense of Sublessee.
0. It is understood and agreed that nothing herein contained shall be construed to grant o
authorize the granting of an exclusive right within the meaning of Section 30Sa of the Federal A\
Act of 1958 (49 U.S.C. 1349a).
p. This Sublease and all the provisions hereoi.' shall be subject to whatever right the Unii
States Government now has or in the future may have or acquire, affecting the control, operatior
regulation and taking over of said Airport or the exclusive or non-exclusive use of the Airport b
United States during the time of war or national emergency.
j. This Sublease shall be subordinate to the provisions and requirements of any existing or
1. Sublessee agrees to comply with the notification and review requirements covered in Part r
* 10. Signs. Sublessee shall not erect nor cause to be erected any sign on the Subleased Prep
without the prior written approval of the County Assistant Deputy Director - Aviation. A mitt
for sign approval must include the size, type, color and location of the proposed sign and said
application must be concurred in by Sublessor before submittal to County Assistant Deputy Di
Aviation.
-re,
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* 1 1. Substance Abuse, Sublessee and its employees and agents shall not use or knowingl:
> a. ~
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use of the subleased Premises for the purpose of unlahlly driving a motor vehicle or aircraft unde
influence of an alcoholic beverage or any drug or for the purpose of unlaw-fully selling, serving, usir
storing, transporting, keeping, manufacturing or giving away alcoholic beverages or any controlled
substance, precursor, or analog specified in Division 10 of the California Health and Safety Code, a
violation of this prohibition shall be grounds for immediate termination of this Sublease.
This Sublease entered into this day of Y 19-a
SUBLESSEE: SUBLESSOR:
BY BY
BY BY
(Title) (Title)
(Title) (Title)
Address Address
m:\pts\pts.s12 JOR 080497
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a. ’ . +. 1.
RECORDING =QUESTED BY AND
LWEN RECORDED MAIL TO:
CIlY CLEM
CITY OF CARLSBAD
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CA 92005
2
HI
. . SETTLEMENT AGREEMENT BETWEEN
THE CITY OF CARLSBAD
THE COU3“Y OF SAN DEGO
AND COAST WASTE I\/IANAGEMENT
This Settlement Agreement and Mutual Release (“Ageement”) is made and entered intc
day of August, 1997, by and among the CITY OF CARLSBAD, California, a municip this 8
corporation (“Carlsbad”), CO.AST WASTE hf-kXAGEhENT, INC., a California corporation
(“Coast”), and the COUNTY OF S-4N DEGO, a politicai subdivision of the State of California
(the “County”).
I.
RE CITX LS
A. The County owns the Palomar Transfer Station Site (the “Facility”) in Carlsbad,
California (County Real Property Parcel Numbers 54-0127-A & 86-0442-Al-B), which it lease,
to Coast under County Contract No. 7063OR (the “1984 Lease”).
B. During -1 994, disputes arose among the parties as to their respective rights and
duties with respect to the Palomar Transfer Station, including the foIlowing litisation:
1. Consi JYisre Mnmgerneiit, hc., et nl. v. Colmiy of Snn Diego, et nl.,
U.S. District Court No. 94-1823-IEG (a challenge by Coast and Carlsbad seeking to prevent th
County’s termination of Coast’s 19S4 Lease).
F:\CLIENTS\CTTCrU)\COAST~VS~~~~~~~C~C~~6.~ S5
FIXd SElTLE3EX AGREEMENT 1 , -
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2. City of Corkbad v. Coiimy of Sail Diego, et ai., San Diego Superior Court
Case No. N66415 (an eminent domain action seeking to acquire the Palomar Transfer Station
property from the County).
C. The San Diego Solid Waste Authority, a joint powers authority (the “Authority”)
was a party defendant to Case No. 94-1523-EG. However, upon motion by Coast, the Authorit3
was dismissed from that action by order of the Coun filed March 11, 1996.
D. In June 1996, the Parties filed a Stipulation for Settlement and Mutual Dismissals
Without Prejudice with the United States Disuict Court; the Court entered an order on that
stipulation on September 6, 1996. The Stipulation provided that because of uncertainties over the
future operation of the San hrlarcos Landfill and rhe transition of assets to the Authority, the 19SI
Lease to Coast was amended and extended for an “Interim Lease Period,” lasting until
May 3 I, 1997. The Stipulation firther provided that durins the Inierim Lease Period, the parties
would agee to “meet, confer and negotiate in zood faith with respect to the permanent, lonser
term settlement.”
E. On September 23, 1996, in Coii~in, of Soil Diego v. Ciry of SmMarcos, et nl.,
Case No. 6795 14, the Superior Court upheld a Ciry of San Marcos order that the San Marcos
Landfill must cease receiving solid waste for disposal no later than March 11, 1997.
F.
G.
The Authority has dissolved. The Authority is not a party to this Agreement.
The parties have now reached a 611 and complete agreement to convert the
dismissal in the Coast Waste, hc., et 01. 1’. Coimty of San Diego, et al. case referenced above to a
dismissal with prejudice, without any admission of legal fault, wrongdoing, or liability on the part
of any party. The agreement is to be carried out through this Ageement, and through the Leases
described in section IV below (“the Leases”). It is the intent of the Parties that this be a full, final,
2 F:\CLIE~S\CITC.~\COr\ST~VS~~-~~~~~~~C.~I)6.3Sj
F” SETTLEhENT AGREEMENT
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and complete settlement of the above-referenced litigation, except to the extent that any party ha:
expressly reserved rights in this Agreement andlor through the Leases.
H. The Parties agree and find in executing this Agreement that (i) the County is a
participant in the market for solid waste disposal services; (ii) Carlsbad and the County are actins
as local agencies to make adequate provision for solid waste handling, both within their respectiv
jurisdictions and in response to regional needs, pursuant to the powers vested in them in Public
Resources Code Section 40002; and (iii) this Aoreement and the Leases serve a legitimate public
purpose in connection with the safe and cost eFective disposal of solid waste. The Parties agree
that this Agreement and its implementing Leases do not violate the federal Commerce Clause, thi
Sherman Anti-Trust Act, or any other similar proi%ion of federal or state law. In consideration
for the payments, promises and conditions below, ir is the mutual inrention of the Parties to
release one another from these commerce claus?, anti-trust, and similar claims.
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I. The Parties acknowledge that they reached an agreement in principle prior to
March 12, 1997, and that, pending the completion and execution ofthis Ageernent, aII Parties
have acted in reliance on the Agreement which is now being memorialized herein.
J. To the extent that notice may be required pursuant to Public Resources Code
section 49520 in order for this Agreement to terminate in five years as provided herein, the Parti,
acknowledge that such notice is deemed given.
II.
DE,FINITIONS
A. Coast.
The term “Coast” shall mean COAST WASTE blANAGEhfENT, INC., a California
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corporation, and subject to the approval provisions of this Ageernent and in the Leases, its
F:\CLIEMS\C‘IT(7hn\CO:\ST\~Sr~~~Cl,~ EXTCITC;\D6..33 4 FXU SE‘ITLE3 IENT-AGREEAII<?JT 1
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approved successors and assigns, or such other entity or sublessee as Carlsbad shall authorize to
operate the Facility during the term of its use under this Agreement
B. Expansion.
The term “Expansion” shall include any action to increase the handling capacity of the
Facility above the SO0 tons per day currently permitted by the Carlsbad CUP.
C. Facilitv.
The term “Facility” shall mean the land, improvements, transfer station and related
facilities located on the property described in Exhibit A attached hereto
D. Lease.
The term “Lease” shall mean (1) that cenain Lease of real property and building space
which the County Airports Division, as Lessor, 2nd Carlsbad, as Lessee, intend to execute
pursuant to this Agreement. and (2) the euisring lease between the County .Airports Division, as
Lessor, and Coast, as Lessee, which was scheduled to terminate by its terms on May 3 1, 1997,
but which was extended on a month-to-month basis pending execution of the Leases
contemplated by this Agreement The existins month-to-month lease as extended shall remain in
effect until the new Leases are signed except that the leased property shall include the hll 10 975
acres described in section IV.
E. Leases.
The term “Leases” refers collecthely to the Lease and the Sublease
I;. Sublease.
The term “Sublease” shall refer to the sublease between Carlsbad and Coast, the key deal
points of which are set forth in section IV and any subsequent sublease between Carlsbad and any
successor to Coast, to be executed by Carisbad as Sublessor and Coast as Sublessee.
4 F \CLJEKI S~CTTCr\D\COAST\~’STOC~~ KhTCTTC.AD6 385 FlX.U. SElTLEhEXT .4GR€EhSE>T
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G. Recvclables.
The term “Recyclables” shall refer to those items collected and brought to the Palomar c
Facility which are diverted for recycling, reclamation, or re-use and which are not sent to a landfil
for disposal.
H. Countv Landfill.
The term “County Landfill” shall refer to the followins landfills: Ramona Landfill,
Sycamore Landfill and Otay Landfill.
I. Colin tv.
The term “County” shall mean the County of San Diego and, where indicated, its
transferee. As indicated throuzhout this Asreement, this Agreement confers rishts and
obliptions on the Coiinty’s Airports Division, as the Lessor of the property, and certain riczhts an
obligations on the County’s Soiid Waste Senices. The parties acknoukdee that the County is
considerin2 divestiture of some or all of its solid naste assets. IVhere indicared, the County’s
transferee succeeds to the rizhts and oblisations of the County’s Solid Ii‘aste Services in this
A, oreement.
c
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3. Divesti t we.
The term “divestiture” shall mean the County’s sale of some or all of its solid waste assets
TIT.
SETTLEMENT
A. Basic Structure.
1. Lease For Collection. ODeration. Transfer and Related Solid Waste
Purposes. The County Airpons Division will lease the Facility to Carlsbad for use as a collection
and operation center and for transfer and related solid waste purposes for a term of five years
F:\CLIE~S\CITC.~\CO.~STWS”\I)OCUh IEhTCTfCtUl6.3Sj r
FINAL SRTLESEYf .4GREEkffST - 3
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beginning June 1, 1997. Carlsbad shall sublease the site to Coast on a “pass through” - basis, i.e
Coast or a successor sublessee will operate and maintain the site, pay the rent, and otherwise
perform all of the obligations of the Lease and Sublease, and of this Agreement, with respect to the
site. Carlsbad will have a right of first refusal during the term of its Lease to acquire fee title to the
Facility on the same terms and conditions as any prospective purchaser or transferee receiving fee
title from the County should the County ever propose to sell or transfer the property. This right of
first refusal is effective only during the term of the Lease, and shall expire upon termination of the
Lease. The County shall notify Carlsbad of any offer to purchase or proposal to transfer fee title tc
the Facility and shall allow Carlsbad ninety (90) days afier notice to exercise the option to acquire
the Facility on the same terms and conditions. If Carlsbad fails to exercise the option to acquire
the property within such ninety (90) days, it shall be deemed to have declined to exercise its right
of first refusal.
2. Transf2r ODerations. Czrlsbad as Lessee, and Coast as Sublessee, shall hav
the right to conduct transfer and transport actiuities at the Facility during the term of the Lease an(
Sublease on the terms and condiiions set forth herein and in conformance with all applicable
permits, laws, rules, and regulations, in addition to Coast’s right to continue its collection and
operations use of the Facility.
I). Permits and Processino,.
1. Carlsbad. The parties acknowledge that the Carlsbad Planning Commissio
approved a CUP amendment for the project on March 5, 1997 to allow the Facility to operate at
its original design capacity of 800 tons per day. Carlsbad’s action on the CUP amendment
included CEQA compliance. The parties acknowledge and agree that on March 12, 1997, the
Facility began operations at 800 tons per day in reliance on the CUP in anticipation of the final
execution of this Agreement.
6 F:\CLIE~S\CITC.~\CO~ST~~S~OC~~fE~~,C~C~.3~ 5
FtXAL SETTLESENT AGREESENT
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2. Coast. Coast shall take any and all actions, provide information, and pay
any fees, to promptly process through the Local Enforcement Asency (“LEA”) and the Integrate(
Waste Management Board (‘‘~VMI3”) an application to amend the Solid Waste Facilities Permit
(‘‘SWFP) permit to allow operation of the Facility at 800 tons per day.
3. Countv. The County Solid Waste Services and Airports Division, as land
owner, shall sign all permit applications giving their consent to processing and approval of the
requested amendments, and shall in all other respects assist the prompt processing of the CUP anc
SWFP permit amendments and any Interim Order that may be necessary to allow continued
operations at 800 tons per day.
C. Trash Haridliri: and Ti-ansfel-.
The parties have agreed that the Facility can and should be operated by Carlsbad/Coast at
its original desizn capacity of 800 tons per day, that operation at this czpacity by March 12, 1997,
wifs beneficial and imponant to the region, given that the San hlarcos landfill was scheduled to
close, and did close, after March 1 1, 1997, and that the use of the Facility to service 800 tons pel
day is an important part of the regional plan to provide safe, cost effective and environmentally
sound waste service post San klarcos closure. Key aspects of the waste handling and transfer
portions of the agreement between the parties are:
1. Service Areas. The 800 tons of capacity shall be made available consisten
with any terms and conditions which may from time to time be set forih in the Carlsbad CW and
. in the SWFP permit.
2. Limitations on Use of Palomar Facilitv. With respect to transfer operation
service at the Facility will be limited to:
(a) Commercial Users: First priority shall be given to commercial
waste haulers holding a County Waste Hauler’s Permit whose loads originate in any service area
FMAL SEITLEMENT AGREEMENT 7 F:\CLIENTS\CTTC.~\CO.~STWSTU)OCL?r IESI’ClTC.4D6.3SS
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which may from time to time be designated in the Carlsbad CUP. Second priority shall be Qiven
to other permitted commercial waste haulers with compactors and/or mechanical off loading
devices. Third priority to all other users. At no time shall the per day tonnage limit set by
Carlsbad’s CUP or the SLWP be exceeded. In the event that a dispute as to priority of use of the
Facility should arise, the parties agree to meet and confer in good faith in an attempt to reach
ageement on how available capacity should be allocated. If the parties are unable to so agree
within 30 days, then Carlsbad shall have the riiht to make the final decision.
w
(b) Self-Haul: Non-commercial, self haul loads shall be accepted on
weekends only, or at such times, days and hours as nay from time to time be set by Carlsbad.
Carlsbad shall have the right, through its CUP or by order of its City Manager, to impose
additional conditions and restrictions on weekend self haul use of the Facility if traffic, litter, or
other problems arise. The pafiies agree th2t C0.s; \vi11 carefully moniior its costs incurred in
providing self haul service on the weekends, and thx during the month of September 1997 the
parties shall meet and confer in good faith to rsview Coast’s actual costs incurred to that time in
providing this service, and Czrlsbad and the County Solid Waste Services agree to adjust the rates
which the County may charge to self haul users as appropriate to cover Coast’s documented costs
and to provide a reasonable profit to Coast;
(c) Buv-Back: Recyclable buy back shall be permitted on the terms and
at the days and hours as may from time to time be set by Carlsbad. Carlsbad shall have the right,
through its CUP or by order of its City Manager, to impose additional reasonable conditions and
restrictions on recyclable buy-back operations if traffic, litter, or other problems arise;
(d)
(e)
Hours and days of operations shall be as set in the Carlsbad CUP;
So long as Carlsbad is in good standing under its Lease, and Coast is
in good standing under its Sublease, Coast may use the site for its non-transfer collection and other
FNhL SEITLE.\IEhT AGREEMENT -8 F:~CLIEMS\CITCXD\COr\ST~~S~~~~~~~~.C~ChnG.3x5 -
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business activities within the restrictions of the Carlsbad General Plan, Zoning City Code, and the
CUP.
3. Transfer and TransDon. Coast, or a successor sublessee, shall transfer wast
at the facility from the incoming vehicles and self haul loads, all in conformance with the CUP, th
SWFP, this Agreement, and applicable federal, state, and local laws, rules and regulations that ma
from time to time apply. Carlsbad shall have the right to approve of any substitute or new operatc
of the Facility besides Coast which approval shall not be unreasonably withheld. In addition, the
County Airports Division, as landlord, shall have the right to approve the change in Sublessee,
which approval shall not be unreasonably withheld, in conformance wirh the terms of the Lease
and Sublease.
4. Recvclinr Coast shall have the right to recover recyclables from the wastt
stream for reclamation, reuse. and resa!e. Loads entering the Facility that are 100 percent
recyclables, and which are in fxt reclaimed xdor recycled and not sent for disposal, shall not bc
subject to the fee payment structure set forth below applicable to all \vas:e destined for disposal.
LVith respect to loads of mixed waste that enter the facility, cross the scales, and pay fees pursuan
to the schedule set forth below, a rebate or credit shall be given for any recyclables that are
subsequently removed and actually reclaimed, reused or recycled and not sent for disposal. As tc
any such recyclables picked from the waste stresm, recyclables so removed shall be re-weighed
across the scales and an appropriate credit given at the same rate as the charges imposed when thc
material entered the Facility such that no fees shall be paid to the County Solid Waste Services, c
its transferee, for materials that are actually diverted for recycling, reclamation, reuse and resale
and which do not end up in a disposal facility. Any fees that are collected by the County Solid
Waste Services, or its transferee, at the Facility gate at the time of entry of material which is late]
determined to be recyclables within the meaning of this paragraph shaIl be paid over to Coast.
F\CLIENTS\CTTCAD\COr\ST~VS~CL~.~~T.CTT6.3Sj
FNAL SETTLELENT AGREEMENT 9 -.
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In accordance with Section m(D) of the Fee Schedule’, Coast shall be responsible to
provide information upon request, on the source of the waste being processed at the Facility or
hauled to a landfill. If Coast willfully or negligently misrepresents the origin of the waste in a
manner that could result in a material’ improper reporting of waste volumes for any jurisdiction,
Coast will be subject to the administrative fees provided in the Fee Schedule.
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In the event that Coast is found responsible for three or more violations of the recycling
provisions of this Agreement in any six (6) month period, in addition to the penalties provided
above, such finding of three violations in any six (6) month period shall constitute a material,
uncorrected, breach of this Agreement and ofrhe Sublease enthhg the County, or its transfere
Carlsbad, to exercise their rights for uncorreaed material breach, iacluding termination of Co;
rights under this Agreement and termination of the Sublease.
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5. KO Flow Control. Carlsbad and Coast shzl! be free to direct waste to 2
disposal site of their choosing. It is rrndersrood that disposal at a sire not covered by the CE(
review and certification issued incident to the Carlsbad Planning Commission’s March 5, 15
CUP amendment approval \till require additional environmental review in the form of an in
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study, negative declaration, Em, or exemption. ,. .._i
‘The Fee Schedule is the schedule of fees set and published by the County or its tr
for use of its solid waste facilities and services. A copy of the relevant portion of the cur-
edition of the Fee Schedule is attached here.to for reference as Eshibit €3.
*The parties recognize that waste from a variety of commercial haulers, as well a:
self haulers, will be entering the Facility and.that these wastes may be commingled on thc
floor and packaged in larger vehicles for transfer and transport. To the extent that trans
contain such commingled waste, Coast’s ability to accurately report the origin ofwaste
transfer loads is only as Qood as the information that non-Coast controlled .. haulers and :
- - give to the County Solid Waste Services, or its transferee, at the entry gate to the Facili
although Coast retains a higher degree of responsibility for accuracy in reporting as to I
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‘.* of waste in Coast controlled vehicles entering the Facility. -.
-* F:\CLIEIU?S\CI’TCAI)\~~~s~~~~~~OC~~ ENF.C17’CAD6.3S5 10 1 -A<*,2xG,- FISAL SEITLEXIEXT ..\GRXEXLEM
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6. TiD Fee at Palomar. The paflies agree that beginning March 12, 1997, the
County was entitled to co[ [ect all fees for the placement or disposition of any solid waste at the
Facility, except recyclables as provided for herein. The County Solid Waste Services, or its
transferee, shall be entitled to collect such fees throughout the duration of the Lease. Coast and
CarIsbad acknowledge and accept the changes made by the County to the fee booths and scales to
accommodate fee collectb pursuant to this Asretment, and agree that the County may make such
further modifications as it deems necessary to the fee booths and scales, at its expense, to
accommodate fee collection. In consideration of this Agreement 2nd the Leases, the County
makes the following guarantees.
(a) Fee at Facilitv ete. Beginning March 12, 1997, and continuing
until May 31, 2002, the total fee collected by the County Solid Wzste Services, or its transferee,
for the processing, placement or disposition of solid waste at the Facility shall not esceed thirty
ei@t (S38) per ton. Of that amount, County Solid Waste Services, or its transferee, shall retain
seventeen (S17) dollars per ton as its share ofthe tip fee for use of the Facility.
(b) Disoosal Fees For Transferred Waste. Beginnins March 12, 1997
the County Solid Waste Services has provided, and until May 3 1,2002, it or its transferee shall
continue to provide a basic reduced tip fee of eight (58) dollars per ton for waste transferred fro
the Palomar Facility to a County Landfill (currently the Sycamore Landfill). Although not
currently contemplated, if in the future waste from the Facility is directed to the Otay Landfill
basic reduced tip fee at Otay shall be six (S6) dollars'per ton.
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(c) Disposal Fees for Waste in Excess of that Generated within tht
of Carlsbad. Beginning March 12, 1997, the County Solid Waste Services has provided, an('
its transferee shall continue to provide until May 3 1,2002, a further reduction .. in the tip fee
County Landfill for waste transferred from the Palomar Facility .which is in excess of the av
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11 F::CLIE~\TTs\C~C;\U~cO~~S~~~S~~O~~~f~~~~~Sl~C~D6.3~~ ...-.. - - FIX&- SETTLXUEM xGI1EEkEM
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daily tonnage of waste generated within the Civ of Carlsbad (Carlsbad’s trash)‘. A11 waste up to
800 tons per day minus the waste generated within the City of Carlsbad and disposed of in County
Landfills will receive a further reduction of S2.50 per ton. All waste between 800 and 1,000 tons
per day, minus Carlsbad’s trash disposed of in County Landfills, will receive a further reduction oj
$3.25 from the basic tip fee of $8. The parties recognize that the capacily of the Facility is
currently limited to 800 tons per day and that any increase above that level will require further
applications to Carlsbad, the County Local Enforcement Agency, and the INWlB, and will be
required to undergo appropriate environmentd and other reviews. The purpose of the pricing
provisions set forth herein respecting daily tonnages over 800 tons per day is only to confirm the
agreement of the parties with respect to pricing should such additional tonnages ever be permitted
in the future.
(d) Transfer and Tr2.nsDor-t Fees to CORS~. Beginning on March 12;
1997, the County Solid Waste Services has credited, and it or its trmsferee shall continue untii
May 3 1,2002, to credit and p?y to Coast, tlvenry one (91) per ton ofthe Thirty Eight dollars per
ton collected at the gate. This shall constitute payment in full to Coast for transfer and transport o
waste to County Landfills under this Agreement. However, in the event that waste is ever directed
31n computing the amount of waste generated within the Ciry of Carlsbad and disposed of
at County facilities, the parties agee that all waste senerated within the corporate limits of the
City of Carlsbad which is disposed of in County Landfills shall be counted, whether it is
transferred and transported through the Palomar Facility, through direct haul, or otherwise, SO
long as it is disposed of in a County Landfill. The Parties hrther agree that the beginning number
to be used as “Carlsbad’s trash” under this Agreement shall be based upon measurements of
actual volunies received at the Facility from hlarch‘12, 1997 to April 12, 1997 and a starting
baseline shall be set based on such measurements effective as of March 12, 1997 , and that
Carlsbad’s actual tonnage shall be measured every six months thereafter and. the baseline adjusted
to reflect the actual figures. Further, the parties agree that adjustments wil1,be made retroactively
at each six rnon_th interval with appropriate additional charges to Carlsbad, or credits, as the case
may be. -
12 - F:\CLIE~S\CTTCrU)\CO.4ST~~S~OC~~~~.C~C~6.3S 5 FTNhL SETTLEMEYT AGEELEhT
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to the Otay Landfill for disposal rather than the Sycamore Landfill, Coast shall receive the
additional two dollars as provided above in subsection (b).
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Coast’s compensation shall be adjusted to reflect any unusual changes in fuel prices
incurred by Coast during the term of this Agreement related to the transport of waste from the
Facility to a County Landfill. An “unusual change in fuel price” shall be defined as a 15 percent (
greater change in the cost of fuel to Coast as set forth in the Oil Price Information Service (“OPE
Fuel Price Index, either up or down, within any 6 month period. If the 15 percent threshold is rn
then Coast and the County or its transferee shall share evenly in such increase, or decrease, in fi
cost incurred during that 6 month period. If the parties cannot agree on the application of this fr
price change sharing provision with respect to a particular situation, any party may invoke the
dispute resolution provisions of section 0 of this .4greement. In addition, if Coast believes tha
a direct result of entering into this Agreement, Cost experiences unavoidable material increas
its insurance costs, Coast shall be entitled to present a request foi uhat it believes to be an
appropriate adjustment in its compensation. If Coast presents such a request, Coast, Carisbac‘
the County Solid Waste Services, or its trznsferee, shall meet and confer in good faith to con5
the basis for the request. If the Parties agree, an appropriate adjustment shall be made in Co:
compensation. If the Parties do not agree, Coast may invoke the dispute resolution provisioi
Section 0 of this Agreement.
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(e) Coast Collection and Transmittal to CarIsbad ofMonies for:
Tonnage Reductions. Beginning on March 12, 1997, and continuing to May 31,2002, Co
collected, and shall continue to collect and transmit back to Carlsbad in cash, or in such ot
manner as Carlsbad may from time to time direct, and at such intervals as Carlsbad may
but not more than monthly, the amount of reduced tip fees for all waste disposed of in Cc
Landfills above Carlsbad’s trash as set forth above.
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F:\CLIEMS\CITC.~\COAST\~‘S~.DOC~~~~T,~IT~~)6.3~ 5
: FP4.U SETTLEMENT AGFSE\EhT
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IV,
LEASES
Under the prior Interim Settlement Azreernent Coast had a one year lease from the Count!
Airports Division expiring on May 3 1, 1997, for 7.243 acres. To accommodate implementation
of this Agreement the parties intend to enter inro new Leases increasing the leased acreage from
7.243 acres to 10.975 acres. The parties contemplate that the following Leases will be executed a:
soon as possible. Until the new Leases are signed, the parties contemplate extension of the
existing one-year interim lease by separate letter agreement, on a month-to-month basis, provided
however, that the rent payable and acreage leased srarting June 1, 1997, shall be as set forth below
in IV(A). The Leases shall conform to the following basic deal points:
A.
There will be a master lease from the Counrq. Airports Division to Carisbad. Key terms of
blaster Lease From Countv to Carlsbad.
this Lease include:
1. A c rea g e : 10.975;
2. Term : Five yesrs, commencing June 1, 1997;
3. Rent: Startins June 1, 1997: 93,634.90 per month, subject to
annual Cost ofLiving Adjustments as set forth in the Lease;
4. Terms: Standard Airports Lease Terms as adjusted through
negotiations of the parties;
5. Termination: Quiet enjoym,ent to Carlsbad and subleases, early
termination for material breach of lease that remains
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.I 4 F:\CLIE~S\CTTBAD\CO.~ST~~'S~~~~L~IE~~T'Cn'Cr\D6.3.95
FNiv SETTLEXCEhT AGREEMENT
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uncorrecred after nottee, or €or material breach of
Settlement Agreement that remains uncorrected after noticc
6. Enforcement: Through standard lease enforcement; through Settlement
Agreement, including forfeiture for failure to cure material
breach after notice;
7. First Refusal: Right in favor of Carlsbad to first refusal to acquire title to
the fee inrerest in the property as set forth above in
paragreph KIA;
Shared Tip Fee Reverities to Countv Solid Waste Services. B.
At SI 7 per ton (not including recyclables) commencing &larch 12, 1997, payable to
County Solid Waste Services, or its transferee.
C. Carlsbad to Coast Sublease.
There will be a Sublease from Carlsbad to Coast mirroring and passing through to Coast
day to day operationai control and responsibility for the site. Key tsms of the Sublease will
i n cl 11 de:
1. Acreage: 10.975;
2. Rent: Coast will pay all rent due on the site directly to the County
Airports Division;
9 3. Operations: Carlsbad will impose such oversisht provisions and
operating standards as it deems necessary to ensure that
Coast safely and properly operates the Facility, such terms
and provisions to reflect the negotiations of Coast and
Carlsbad yet to occur, the terms and conditions of this
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F:\CLLEMS\CTTC.~D\CO.~ST\~;ST~D~C~~~~~\~n~.~I~6.~~j . FINAL SETTJ3EhT AGFCEE%fEhT 1s .
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Agreement, and of the CUP for the Facility. An operations
agreement may, in the discretion of Carlsbad, be separately
prepared and incorporated into the Sublease;
The Sublease shall ensure that any and all site related
obligations imposed on Carlsbad by the Lease are
passed through and become the obligation of Coast,
including rent payment, maintenance of the Facility,
etc., it being the intent that Coast wilI have the right
to control and operate the Facility under its Sublease,
with a risht of quiet enjoyment, so long as it
performs the site related obligxions of the Lease, the
Sublease, the CUP, any opmiions agreement, and
this Ageement.
5. Term: Five years, commencing June 1, 1997.
6.
4. Other:
.
Extension: If the County does not proceed with the divestiture of the
assets of the County Solid Waste System and instead decide:
to retain control of the system, then the County, Carlsbad,
and Coast agree to meet and negotiate in good faith to reach
agreement on three additional consecutive five (5) year
option periods in the Leases (including the Sublease) for the
use of the Facility, subject to the right of Carlsbad if it
deems appropriate in its discretion to protect and promote
the public interest, to undertake competitive bidding or a
F:!CLIE~S\CTTC..\D\CO~ST~~Sr~O~I,~ IESECITCADG.38 5
FXAL SElTLE.\lEhT AGKEE.LIEKI' -1 6
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competitive proposal process with respect to Transfer and
Transporr operations at the Facility at the end of the initial
five (5) yb- oar term.
D. Proiect Desion Enhancements.
The parties have agreed as an important part of this Agreement that the project design
enhancement measures set forth on Exhibit C hereto will be included in the project. These
measures are bein2 incorporated into the project as part of project design, and are agreed to as a
contractual and settlement matter, independent of CEQA. The parties understand that these
measures will eliminate any potential adverse impacts or unusual circumstances that might
otherwise adversely affect the environment or Carlsbad and its residents arising incident to
increasing operations at the Palomar site to 800 tons per day of transfer act;+.
The parties agee that these mensures my be included as copditions of approval of the
CUP as well as part of the project descripIion if Carlsbad so desiiej io ensure that they are
implemented. These measures, unless express!). srated otherwise, 2re to be funded by the County
Solid Waste Services.
E. Relationship of .A:1-eement to CW.
1. Settlement Aereement Controls.
The parties agree that to the extent there is any ambiguity or conflict between the
provisions of this Agreement and the CUP issued by Carlsbad, this Agreement shall control. The
CUP shall be interpreted and enforced according to law in a manner consistent with this
Agreement at all times.
2. Enforcement of CUP bv Carlsbad.
With respect to the provisions of the CUP regarding enforcement by Carlsbad, and in
particular condition 9 of the CW., the parties agree that all ofthe folIowin,o shall apply:
17 F::CLIENTS\CTTC;\D\CO~ST\\'SnD~~~ EYr~CTTC.4D6.3S 5
. FNAL SETTL,ELIENl' AGREEMENT
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(a) “Surrounding Properties” shall be defined in conformance with the
CarIsbad Planning Department standard practice as those nearby properties potentially affected by
the project, generally within Carlsbad’s standard notice distance of 600 feet of the boundaries of
the Facility and those propenies directly abutting a truck route in the City of Carlsbad that will be
used by waste haul vehicles to access or exit the Facility, including collection vehicles and long- -
haul transfer vehicles.
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(b) “Negative effects” and/or “detrimental effects” shall not be found to
exist by Carlsbad incident to any CLrP enforcement action unless the effects are found, based on
substantial evidence in the record, to be substantial and adverse, 2nd not occasional. ‘‘Negative
effects” and “detr;mental effects” shall be limited to legitimate environmental, public health, and
public safety issues as prescribed by law such as litter, illegal dumping, noise, and traffic
disruption caused by the project.
(c) In the event thar Carlsbad believes thz project has caused or is
causing such effects, Carlsbad shall give notice to the County Solid JVaste Services, or its
transferee, (with a copy to the Airports Division) andlor Coast, as appropriate to the circumstances,
meet and confer in good faith, and shall give a reasonable opportuniry to cure. If the County Solid
Ll‘aste Services, or its transferee, and/or Coast does not (1) attend a meet and confer session.within
20 days of receiving notice thereof, or (2) (a) correct the problem within 30 calendar days, or (b)
make Qood faith progress towards correction within 30 days, then Carlsbad may institute formal
CUP enforcement proceedings. Carlsbad may revoke the CUP only if it first complies with all of
the above and finds, based on substantial evidence,in the record, that a material breach of the CUP
has occurred which remains uncorrected after notice and opportunity to cure.
-. IS F:,.CLIES’TS\CI’(T.-\D\C(3AST\~ST-I)~~~L~ fE>T.C11‘CA!?6.3Y 5 FNAL SETTLEIKSK AGREELIEN‘T
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The provisions of this subparagraph (E) Lvere independently negotiated and agreed to as
pan ofthis Settlement Agreement, are not a precedent as to any other project, and do not apply to
any other project.
v.
MUTUAL RELE+4SES AND DISMISSALS
A. Releilse of Clnims.
The County, Carlsbad, Coast, and their respective heirs, executors, administrators,
trusters, trustees, beneficiaries, predecessors: successors, assigns, members, partners, joint
venturers, parents, subsidiaries, affiliated and re!aied entities, ofiicers, directors, shareholders,
principals, agents, servants, employees, representarives, insurers, sureties, attorneys, consultants,
and experts, and each of them hereby jointly zr?d severally release each other from any and liabilit)
for the claims, demands, conrroversies, actions. causes of action, obligations, liabilities, expenses:
costs, attorneys’ fees and damages of whatever character, nature and kind, known and unknown,
which arise out of the Facility and matters relmd to possession (whether as tenant or otherwise)
of the Facility or any claim of right of access TO or use of the Facility arising prior to the date of
this Ag-eement, including without limitation those claims which Lvere or could have been asserted
in either of the lawsuits referenced above in Section I.B.
B.
Each party is aware that it may hereafier discover claims or facts in addition to or differen
from those it now knows or believes to be true with respect to the Claims described in Section A
hereof. Nevertheless, it is the intention of the Parties to klly, finally and forever settle and release
all such matters, and all claims relating to them, which now exist or may have existed between
them, or which arise out of or relate to the Claims. In hrtherance of this intention, the releases
Waiver of Protection of Civil Code 4 1542.
19 F:\CL~~~S\CTTC;\D\COAST~VS~CL~ Lzh7UTCrlD6.35 5 .
F” SETTLELENT AGFSEhEM
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v given herein shall be and remain in effect as fill1 and complete mutual releases of all such matters
notwithstanding the discovery or existence of additional or diffcrent claims or facts relating to
them. Moreover, Carlsbad, Coast and the County, acknowledge that they have been advised by
legal counsel, and that they are familiar with and specifically waive any and all rights and benefits
conferred upon them by the provisions of Civil Code section 1542, which provides:
GENERAL RELEASE DOES NOT EXTEND TO CLAMS LWCH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE hrl-ATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR.
1.7.
K OTICE S
Any notices to be given under this Ageement shall be addressed as set forth in this section.
Notices or documents sent to the County should be sent to:
Tim Walsh, Deputy Director, Airports Divisior,
1960 Joe Crosson Drive
El Cajon, CA 92020
Joseph S. Minner
County Solid Waste Services
County Operations Center h.lS-0383
55 5 5 Overland Avenue
San Diego, CA 92 123
With a copy to:
Ofice .of the County Counsel
1600 Pacific Highway, Room 355
San Diego, CA 92 10 1-2469
Attention: Diane Bardsley
Notices to the City should be sent to:
County of San Diego Deparrmenr of Public Works
City Manager
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
20 F:?CL~ENTS?CTTC.~D\COrlST\~S~OC~~~~ ClTCADG.3S5 FNAL SETILEAEM AGREEMENT
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With a copy to:
Ron Ball, City Attorney
1200 Carlsbad Viliage Drive
Carlsbad, CA. 9200s
Notices to Coast should be sent to:
Conrad Pawelski, President
5960 El Camino Real
Carlsbad, C.4 92009
With a copy to:
CWte & Brisht
355 W. Grand, Suite 2
Escondido, California 92025
Attention: Bruce White, Esq.
Any party may change the person andor the address to which nolice to it shall be provided by
c giving written notice to each ofthe other parries.
2 Coast Waste Management, Inc.
jx.
h I IS C E L L.A 3’E 0 US
A. Disputed Clnims.
This Agreement represents the settlement of disputed cIairns and does not represent any
admission of liability on the part of any party, each of which expressly denies any liability or
responsibility.
B. Governing Law.
This Agreement has been negotiated and entered into in the County of San Diego, State c
California, and shall be governed by, construed and enforced in accordance with the internal laws
of the State of California, applied to contracts made in California by California domiciliaries to bf
wholly performed in California.
.. C. Waiver and Amendment.
F:\CLIEMS\CITCAD\COAST~VS~WOCL%IE~TCITC.AD~.~S 5 21 RNrV. SETTLEbJEM AGKEEUELT
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No breach of any provision hereof can be waived unless in writing. Waiver of any one
breach of any provision hereof shall not be deemed to be a waiver of any other breach of the sam
or other provisions hereof. This Agreement mzy be amended only by a written agreement
executed by the parties-in-interest at the time of the modification.
>
D. E.n tire Aereemen t.
This Agreement, its exhibits, and the Leases into which the parties intend to enter as
provided in Section TV above. constitute the entire agreement benveen the Parties hereto
pertaining to the subject matter hereof, fblly supersede any and all prior understandings,
representations, warranties and agreements between the Parties hereto, or any of them, pertainin!
to the subject matter hereof, and may be modified only by written agreement signed by all ofthe
Parties hereto.
w c
E. Independent Advice of Counsel.
Each party to this Asreernenr represmts that in executins this Ayeement it relies solely
upon its own judgment, belief and knowledge, end the advice and recommendations of its own
independently selected counsel, concerning the nature, extent and duration of its rights and claim
and that it has not been influenced by any other party.
F. Voluntarv Agreement.
Each party to this Asreement further represents that it has carehlly read this Agreement,
understands its contents, and signs it freely and voluntarily.
F:\CLIENTS\CTTC..\D'.C~~ST~~Sr.~~C~~IE~~.ClTCr\D6.3Sj
FINAL SETTLEMENT AGREEMENT 22
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G. Severabilitv.
If any provision or any part of any provision of this Agreement shall for any reason be helc
to be invalid, unenforceable or contrary to public policy or any law, then the parties shall meet ant
confer in good faith in an effort to determine \\;hether the Agreement and/or the Leases should
continue.
H. Attornevs’ Fees and Costs.
The parties hereto acknowledge and agree that each shall bear its own costs, expenses,
and attorneys’ fees arising out of or connected with the Action, the nesotiation, drafrino
execution and enforcement of this Agreement, and all matters arisins out of or connected
therewith, provided, however, that nothing herein shall supersede or replace the ageement
between Coast and Carlsbad with respect to reimbursement of fees and costs.
3,
T. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties, and their
respective heirs, executors, administrators, trusIors, trustees, beneficiaries, predecessors,
successors, members, assigns, affiliates, partners, pannerships, parents, subsidiaries, and any
related entities, officers, directors, principals, agents, servants, employees, representatives, and all
firms, associations and/or corporations connected with each of them, including without
limitation, their respective insurers, sureties, attorneys, consultants, and experts. It is expressly
agreed that should the County sell or othenvise transfer some or all of the assets of its solid waste
system that the obligations of this Agreement shall be binding on any such successor to the
County’s interest to the full extent necessary to honor the terms and provisions hereof.
F:\CLIENTS\CITC.~\CO~ST~~Sr~~c~~~~~,.C~C~~6,3~j FI;VALSElllEhEM AGREEMENT 23
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Each of the signatories hereto warrants and represents that he or she is competent and
W n rrr? n tv of A 11 tho rized Si en a tu res.
authorized to enter into this Asreement on behalf of the party from whom he or she purports to
sign.
E(. Recordin?.
The parties agree that this Agreement or an abstract thereof shall be recorded in the v
Office of the County Recorder of San Dieso, California on each of the parcels which comprise th
Facility.
L. No Assiqnment of Claims.
Each party has not assigned: transferred, or granted, or purported to assign, transfer or
- Grant, any of the claims, demands, and causes of action disposed of by this Asreement.
h.1.
This Agreement may be esecured in tv\.o or more counterpens, each of which will be an
C o 11 TI t e rp n rt s.
orjgjnal, bur all of which shall constitute one and the same instrument.
Pi. Assignfibilitv.
The parties acknowledse that the Counry is considerins whether to sell the landfills and
related solid waste disposal or processins components it owns. The parties hrther acknowledge
that the interest of the County Solid Waste Services in this Agreement is an integral part of the
County’s solid waste system. Accordingly, the parties agree that the County Solid Waste
Services’ interest in this Agreement, or any part thereof, may be assigned at the sole option of thc
County to any such transferee(s), who will be bound by the terms and conditions hereof.
F:\CLIENTS\CTT_C~\COASTWST~~‘ST~DOC~~l~~~,C~~.~6.3~j m.u. srrmmm AGREEMWT 24
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0. Dispute Resolution: Breach.
I. DisDute Resolution. Any dispute arising out of, or related to, this
Agreement shall be handled as follows:
(a) Meet and Confer: Step one in the dispute resolution process shall
be an informal meet and confa- session at which the Parties discuss the dispute or problem. Any
Party to this Agreement may initiate the step one meet and confer process by giving written notic
thereof to the other Parties. The Parties shall conduct at least one meet and confer session within
30 calendar days of the date of mailing of the notice, or at such other time as the Parties may
agree. - The meet and confer session may be continued, and additional meet and confer sessions
may be held, upon the agreement of all Parties.
(b) Other Remedies: The Parties shad1 rerain their full rights to litigate,
at law or in equity, an): issue arising out Of, Or related 10, this .4greernent, provided that no
litigation shall be commenced until at least one meet and confer session has been held as provided
above. A meet and confer session sha11 be deemed to have been he!d in the event that a Party
v cives notice of a meet and confer session and one or more of the other Parties fails to attend at
least one meet and confer session within the 30 day period.
2. Breach. Any breach of the terms of the Lease or the Sublease shall be
considered a breach of this Agreement, and any breach of this Asreement shall be considered a
breach of the Lease, the Sublease, or the Leases as the case may be.
(a) . Notice of Alleged Breach: In the event that one or more Parties
believes that another Party or Parties has breached'the terms of the Lease, the Sublease, or this
Agreement, that Party shall give notice of the aiIe,oed breach, explaining the.nature of the alleged
breach and describing what the Party believes is reasonably required to cure the alleged breach.
F:;CLIENTS\CITC.-\D\COASTWS~.~CL~X~S~~.CITC.-\D~.~~~ FNV SElTLEbEXl' AGREEMEST 25 .
_- .. - ~
- a - -
-
0
(b) kght to Cure: Upon receipt of a notice of alleged breach, any Part
shall have the right to cure the alleged breach within 30 calendar days ofthe date of mailing ofth
notice of alleged breach. In the event that the cure cannot reasonably be accomplished within sai
20 day period, then the Party attempting to cure shall present evidence within said 30 day period
of its reasonable good faith progress towards cure, together with a proposed deadline by which
the cure will be completed. The proposed deadline shall in no event be later than 6 months from
the date of mailing of the notice of alleged breach, unless agreed otherwise by all Parties.
-
(c) Uncorrected Material Breach: With respect to any material breach
which is not cured within the time limits provided above, the Panies shall be entitled to
appropriate remedies at law or in equity as may be determined by a court of competent
jurisdiction, in.addition to any specific remedies that may be stated herein or in the Lease or
Sublease. In the event thai a dispute arises wde: his subparagaph O(2) as to whether or not an
alleged notice of breach was appropriately ,oiveg, whether the time requirements have been met,
whether the cure has been efective, or with respect to any other as?ect of implementation of
these breach and cure provisions, the Parties shall utilize the dispute resolution process set forth
above in Section O( 1) prior to invoking any litisation remedy,
Ill
I//
Ill
Ill
Ill
Ill
Ill
26 F:\CLIE~~S\CTTCAD\COASTWST\VS~~~~IE~TICTTCAD~.~X~
FINAL SETTLEXENT AGREELEhT
- .. -- --
-
0 -
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P. Dismissal of Litication.
The Parties shaII execute appropriate documents to dismiss, with prejudice, the litigation
referred to in Paragraph I(B)( 1) of this Agreement and to report to the court that the prior interir
settlement has been converted to this permanent settlement. Notwithstanding, and if the Court is
willing and has jurisdiction to do so, the Parties shall request that the Court, with the Honorable
Masistrate Judse Louis Porter assigned, retain jurisdiction to mediate any disputes that may arise
under this Agreement and to enforce this Asreement as may be required.
IN IVITNESS LVHXREOF, the parties hereto have executed this A, Oreement as of the dar
and year first noted above.
Dated: - ?lqTy CITY QF CARSLB.m (h7pj2p; j! ;? b ,/
By: 8. ~ !;.* . . I;? &L?
ci iC"<E. L e& sYil.1 e>'o r
COC'STY OF SXX DIEGO Dated: E\% IT
By: &w- 9 -8,-k?7@/
L%vT3CE €3. PR3Xc IIi .
Cr~ief Aciministra-Lve Officer
CO.AST WASTE M.kXAGEMENT, NC. Dated: w
By: &-%$7 Arie DeJong, Pres n
..
. F:\CL~ENTS\CITC.~!COAST\YSnnOC~~~~~,C~C.~D6.3~j 27 FNAL SETTITLE\[EM r\GFZE.\ENT
- -- .- --
-- e'
-.
0 -- - -
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APPROVED .AS TO FORh.1 AND CONTENT:
LVORDEN, LVrLLI.&MS: RICH;'vIOX6& ELLIS
A Professional Corporation , / 1)
Dared: 49) f9
Ltdk
By: D. i Dwi, t Worden,
Atrorney for City of Carlsbad
q- -5: '\ Dated: %"p * ij .. . COLSTY OF SAX DIEGO
Liii,. [;,: \j- '.LC;.': . f /' !(i/'
-'..\ ,[ L.LL:.<',-
c V;-~L&II DE%. Sb!Ts, k-putiy ccunty Cowsel
Dated: ?//,/? 7 JVMTE & BNGHT
AIiorney for Coasr Ii-este h,lanagement, Inc.
A
. F:\CLIENTS;C~C.~\COASTWST~VST~OC~~~~C~C.~6..;~j
'FIXAL SETTLEMEhT AGREEh.Eh1 25
- -- -
-
-0 0
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ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
) ss.
On August 5, 1997 , before me, Aletha L. Rautenkranz, City C1
(here insert the name and title of the officer), personally
appeared Claude A. Lewis. Navor personally known to me pam~&~xgxaa,;~&x~~~~
S~*B~L&SXX~X~ZX~-~A to be the person&) whose name@% isgaze
subscribed to the within instrurnent and acknowledged to me that
he@e$*y executed the same in his/-$3x authorized
capacity@a-q , and that by his/kia$khak signature(+ on the
instrument the person(%<), or the entity upon behalf of which the
person(3 acted, executed the insrrument.
WITNESS my hand and official seal.
1 r\ A0 . /yrk&/A4A dbm City Clerk I
i
Notary Public
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
COUNTY OF SF.N DIEGO )
) ss.
On August 5, 1997 , before me, Aletha L. Rautenkranz, City Cle
(here insert the nane and title of the officer), personally appeared D. Dwight Worden, Attornev for the Citv of Carlsbad
personally lcnown to ne ( ~~~~~~~x';~~~x-~~~-~~~~~~~~ s-f-wm-~e to be the person$@ whose name@$ is/-
subscribed to the within instrunent and acknowledged to me that
he/&xqdAdxcq executed the same in hispxqL..eisxix authorized
capacity(&-, and that by his/keqti&mia signature(=+ on the
instrument the person@), or the entity upon behalf of which the person (:=) acted , executed the instrument.
WITNESS my hand and official seal.
A APdd*- Notary Public City Clerk
-..
29 F.\CLIE~S\CTTC..U)\COASTWST~~S~~~IE~~CTTC..U)6 3SS
RNU SETTLEXIEX AGREEXIEX
- -- -
m- - a -
ACKNOWLEDGEMENT
STATE OF CALIFORMIA )
COUNTY OF SAN DIEGO )
) ss.
On 817Jq7 , before me, dan.wI 3 ,eK Ai o&r-4 L
(here inserr: t e name and t tle of the officef), dersbnally
\ appeared Ti4 De, dn* personally known to me (or pPbved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) @st=e
subscribed to the within instrument and acknowledged to me that
capses) , and that by@yhsr/tl-cFr signature (s) on the instrument the person(s), or the entity upon beha
person(s) acted, executed the instrument.
@/ 7 executed the same in =/he+%=&- L :? authorized
WITNESS my hand and officizl seal.
ACKNOWLEDGEMENT
STATE OF CALIFORNI-$ )
COUNTY OF SAN DIEGO )
) ss.
On Au6-us-r f,, I997 , before me, Ad1cc 5. C?/o~-75c~i
(here insert the naze and citle of the officer), personally
appeared LAwK.EE.(CE 5. T'PlCri a
personally known to me (or proved to me on che basis of satisfactory evidence) to be the person(s) wkose name(s) is/are subscribed to the within instrumenc and ackno-,.iledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their sigr.ature(s) instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
on the
WITNESS my hand and official seal.
Notary Public
F \CIlENTS\CITL'r\l>\CO.~\ST~~S~~~~~~~~T,~I KAD6 385
FINAL SETTLES [EX AGREE1 EX 30
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- ATTACHiWENT :
NO. 97-191 TUESDAY, JLNE 24, 1997
June 24,191
WNDMENT TO RESOLUTION NO. 77 ESTABLISHING SOLID WAS3
MANAGEMENT AGREEMENT FEE AND REVISING SOLJD WASTE DISPOSAL I9
SCHEDULE
ON MOTION OF Supervisor COX , seconded by Supervisc
S later
WHEREAS, Section 68.513 of the San Diego County Code authorizes this Board
, be it resoived as follows:
establish fees for the use of designated County Solid Waste Facilities, and
NOW, TBEREFORE,
BE IT RESOLVED as follows:
The following fee schedule is hereby established:
I. DISPOSAL FEES - EFFECTN-E. MAY 1,1997
- A. GENERAL
Fees for the disposal of Solid Waste shall be based upon the actual weight of wa
delivered at the Otay, Ramona and Sycamore Landfills. A minimum fee will
assessed on all Charge-by-Weight loads. At the Borrego Landfill where scales are n
available, fxi shall be a fiat rate based on historic averages for various vehicle tvpc
At all landfills, fees shall be set rates for passenger vehicles, pickup trucks, or towi
vehicle and smd trailer* combinations, whose loaded weight is less than 6,O
pounds for General Refuse and 5,000 pounds for Clean Green material. Any vehicj
or combdon of vehicles, whose loaded weight exceeds 6,000 pounds for refuse a
5,000 pounds for clean green material will be charged by weight.
*(trailers measuring no more than 8' long X 5' wide X 3' high)
PALOMAR TRANSFER STATION GATE FEE (SECnON 1-C)
The fees assessed for rehse delivered to the Palomar Transfer Station. (Leas
Facility).
6/24/97 (77) - %xmT I"D -
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June 24, 19s 0 0 Fee Schedule Page 2
- -
-FILL FEES (SEC TTOY I-D)
The fees assessed for rehse delivered to County of San Diego landfills.
RURAL CONTAINER STA TTON FEES (Sect ion T-E) ne fees assessed at the County of San Diego rural container stations for resident
rehse originating in the local XMCX area^.
CJ EAN GREENCLEAN WOOD WASTE FE ES
Fm assessed for the disposal of L& plant and wood wastes which are suitable :
mulching and not contaminated with other refix. Clean green and clean wood wa
loads may be mixed. In the event of mixed loads, it is the responsibility of I
customer to unload each type of waste at the appropriate recycling area or tippi
deck on the lands.
ECTAL HGh7DJ ING FF,ES (Section a Fees assessed, in addition to the disposal fee, for speciiic items which require spec
handling for landfill disposal.
ion Ill) AD?VII"ISTR-ATIVE FEES (Sect Fees as- in addition to the disposal fke and separate ftom Special Handling Fe
to offset County staEtime required for various non-typical items or events.
B. DETEam-ATION OF FEES
1. TOhV.4GE RATES
Mixed Waste . . * * * * s I * *. a * *. . . . e * S8.00 per ton (m:
Clean Green or Clean Wood Waste . . . . . . . . . . . . . . . . S35.00 per t
*
2. DISCO UNT RATES
a. Direct Haul Volume Discounts
Discount rates will be offered to those companies with defen
accounts who direct haul to the County landfills. The $38.00 per I
base fee will be reduced as the Company's total annual tom:
delivered to the County's system increases.
b. Transfer Truck Discounts -. Discounts will be offered to transfer trucks originating from pennit transfer stations (other than the Palomar Transfer Station and
Interior Zone hauhg contract.)
._ - - _-_
June 24, 19 0 0
- - Fee Schedule Page 3
1 Solid Waste Management Agreement Discounts C.
Discounts will be offered to collectors that enter into Solid Wa
Management Agreements with the County for waste direct hauled
County landfills.
3. CARS AND PICKUP TRUCKS
(Set: Section W, part E, "Vehicle Defhitions")
Set rates have been established for Passenser Vehicles, Pickup Trucks,
towing vehicles and small trailer combinations, whose loaded weight is I
than 6,000 pounds for General Refbse and 5,000 pounds for Clean Gr
materid. Any vehicle, or combination of vehicles, whose loaded wei
exceeds 6,000 pounds for refuse and 5,000 pounds for clean green mate
will be charged by weight.
4. FLAT RATES
In all cases where the actual wei&t ofthe refuse entering the landfill
disposal cannot be determined, flat rate fees (derived as the product of
appropriate toqe rate times the average weight of loads for each Gate3
of vehicle or container) shall be assessed.
C. PALOMAR "SFER STATION GATE FEE
A11 Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $38.00 per t -
D. LANDFILLFEES
The Fee for the disposal of residential, commercial, demolition, and/or indust
waste in County of San Diego Solid Waste Facilities is $38.00(max) per ton.
minimum fe of S15.W for General Refhe and $8.00 for Clean Green will be asses
on all Charge-by-Weight loads.
NOTE: At the Borrego landfii where scales are not available, flat rates will
assessed for all vehicles. Flat rates wilI be assessed at Sycamore, Otay and Rami
when scales are inoperable.
_- -- --
- June 24, 19 W 0
- - Fee Schedule Page 4
1. NGER VEHICLES m PICKITp TRUCKS
General Clean
Refuse Green
a. Minimumhad* S 5.00 $5.00
b. Passenger Vehicle $ 10.00 $8.00 whose loaded weight is
less than 6,000 pounds for rehse
and 5,000 pounds for clean green
c. Pickup truck, or towing vehicle $ 15.00 $ 8.00 and small trailer combination
whose loaded weight is less
than 6,000 pounds for refbse
and 5,000 pounds for clean green
At those landfills operating an on-site recycling faciiity, passenser cars and pic1
trucks carrying 100% desipared recyclable material from residential sources o
will not be assessed a dispod fee.
* Minimum Load : Any vehicle whose load is contained in not more tha
standard 32-gdon trash cans or bags, will be assessed the minimum load f
- DTSCOUNTS 2. DEFERRED ACCOLh ITS- DIRECT H4UL VOLUME
Solid waste transported directly to the landfills in vehicles other than tran:
trucks.
Base tipping fee: $38perton(n
Deferred Accounts:
m nty’s Solid Waste Syste livered to t he Cou Tons/Year de
1-30,000 tondyear $36 per ton
30,001-200,000 tondyear $32 per ton
>20O,OOO tondyear $30 per ton
NOTES: 1) The differential rate applies to the tonnage a waste company P
a deferred account direct hauls to a County landfill. 2) Tonnage delive
to Palomar Transfer Station Wiu be included when calculating total am
tomaze for the purposes of determining the discount rate for direct haul
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June 24, 195
.- 0 :-. - Fee Schedule Page 5
3) Adjustmenls WIU be made according to the administrative policies a
procedures for tippins fees.
3. TD WASTE h&kNA(?mNT AGRF,-W coT,T;ECTQBS :
Solid waste transported directly to the landfills in vehicles, other than trans
trucks, by collectors that have entered into a Solid Waste Manageml
Agreement.
Discounted Tipping Fee: $32.00 per tc
NOTE: In the interim period until Solid Waste Management Agreements i
approved by the Board of Supervisors and during the period alIowed :
County collector permit shalI be eligible for the discount.
preparing and entering into the Agreements, companies holding a va
4. TRAhTSFF,R TFWCKS
Solid waste trransported in transfer trucks ori_ginating from permitted trans
stations other than the Pdomar Transfer Station"
a. Fee at Sycamore, Otay, Ramona and Borrego landfills for pennitl
haulers hauling from a permitted transfer station $25.00 per ton
-
b. Fee at Otav lmdfill for permitted haulers hauling from permitted trans
station geate r than 25 miles radius from the Qav landfill
$17.00 per ton
'Excludes Interior Zone Rural Container Stations
5. TRkNSFER TRUCKS FROM PALOMAR TRANSFER STATION*
Solid waste transported in transfer trucks originating from Palomar Trans
Station.
Tondda v delivered
$ 8-00 per ton
$5.50 per ton
>800**- $4.75 per ton
1-325
326-800
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- June 24, 199 -0 Fee Schedule Page 6 -
NOTE: The first 325 tons per day are always charged $8.00 per ton. TI
next 475 tons are charged $5.50, etc. Adjustments will be made according I
the administrative policies and procedures for tipping fees.
* Rates for Palomar Transfer Station are contingent on the City of Carlsbi
and the County of San Diego successfi~Uy negotiating a settleme
agreement and a lease ageement.
** Valid only ifwithin all permit limits and conditions.
6. SE CmECTIOx m,ES - n,AT RmS bed on $38/m
In all cases where the actual weight of the rehse entering the landfill f;
disposal cannot be determined, the following flat rate fees shall be assesse
a. Mechanical Packers:
cQ&liak%zs All Rehse
Clean
Greensfwoo (
A 14 cubic yards or less $107.00 $ 99.00
B 15 - 19 cubic yards s 120.00 $ 111.00
C 20 - 34 cubic ymis $228.00 $ 210.00
525 8.00 S 238.00 D
$301.00 S 278.00 E
F 35 - 39 cubic yzrds $320.00 $ 297.00
G 40 - 49 cubic yxds $370.00 $ 340.00
b. Compacted roll-of?
25 - 29 cubic yxds
30 - 34 cubic yards
-
Clean - Greens/Woo ( ihkRateSize
A 14 cubic yards or less $131.00 $ 121.00 B 15 - 19 cubic yards $164.00 $ 152.00
C 20 - 24 cubic yards $199.00 $ 183.00
D 25 - 29 cubic yards $225.00 $ 208.00
F 35 - 39 cubic yards $235.00 $ 216.00
G 40 - 49 cubic yards $24 1 .OO $ 223.00
E 30 - 34 cubic yards $23 1 .OO $ 212.00
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June 24, 195
0 - 0- -
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Fee Schedule Page 7
c. Un-compacted roll-off (dragon boxes):
GQskRateSize m Greensfwoo
A 20 cubic yards or less $236.00 $ 216.00 B 21 - 30 cubic yards 963 .OO $ 150.00 C 3 1 - 40 cubic yards S185.00 $ 170.00
Clean
D 41 - 50 cubic yards s23 1.00 $ 212.00
d. Transfer Trucks $25.00 per ton (See Section I-D, Part 3a)
b4iEdiW a Rate Size
$289.00 BLUE A
BLUE B 61 - 70 cubic yards $341.00
BLUE C 71 - 80 cubic yards $3 94.00
BLUE D 81 - 90 cubic yards $446.00
55 - 60 cubic yards
BLUE E 91 -100 cubic yards $499.00
BLUE F 100-109 cubic yards $55 1 .OO
BLUE G 110 cubic yards or more $604.00
e. Transfer Trucks $17.00 per ton (See Section I-B-3b)
!2dG Rate Size All Rehse
BLUE A 55 - 60 cubic yards $193.00
BLUE B 61 - 70 cubic yards $228 .OO
BLUE C 71 - 80 cubic yards $263 .OO
$29 8.00 BLUE D
BLUE E 91 -100 cubic yards $333.00
BLUE F 100-109 cubic yards $368.00
BLUE G 110 cubic yards or more $403.00
-
81 - 90 cubic yards
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June 24, 199; 0- -0 - Fee Schedule Page 8 -
f-. Other rehse collection vehicles:
Clean
lilmdim Green flood
Per cubic yard of truck capacity
(based on $38/ton) $ 8.00 $ 6.00
Per cubic yard of truck capacity
(based on $25/ton
see Section I-D, Part 3a) $ 5.25 $ 6.00
Per cubic yard of truck capacity
(based on $17/ton
see Section I-D, Part 3b) $ 3.50 $ 6.00
Clean
7. QTHER VEHICLES - FLAT RAES All Refbse Greennod
a. Modified pickup trucks
and modified trailers $25.00 $ 12.00
b. Oversize Loads in pickups
s 12.00 and trailers $25.00
Trailers over 8' up to 12'
bed lengh $3 1 .oo $ 28.00
c.
-
d. Trailers over 12' bed
length and towed by any
size trucks $50.00 $ 47.00
Medium trucks and vans up
to 12' bed length (two
axle vehicles) $5 1 .OO $ 47.00
Heavy trucks and vans over
12' bed length $96.00 $88.00 (two axle vehicles)
e.
f.
g. Trucks consisting of 3 axles $33 1 .OO $304.00
h. Any tractor/trailer comb.
(5 axle rig) or 3-axle truck
in comb. with trailer (pup) $605.00 $ 558.00
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E. RURAL CONTAINER STATIONS
The rural container stations accept solid wastes and recyclable items from local servi
residentid sources only.
Mechanical unloading of any vehicle will not be allowed at rural container sites.
1. <
Access is limited to the folloUg vehicles carrying residential wastes andor rec
weight restrictions may apply at some facilities due to operational limitations).
a.
b.
materials for whiGh designated .collection containers are provided (additional 2
Passenger vehicles (see Section VII Dehitions, Part E Vehicle Definitic
Pickup trucks (see Section VII Definitions, Part E Vehicle Definition
includes flatbed trucks with beds that do not exceed 6' in width or 8' in
This excludes vehicles having a GVW ratins above 13,000 lbs.
Vehicles larger than piclcup trucks having a verifiable GW ratins of I5,l
or less, will be allowed access only when containing no more than f
standard 32-gallon trash cans or bass of refuse and/or recyclable items.
Trailers 8' bed length or less.
Trailers gre&er than 8' and less than 12' in bed length will be allowed acc
when containing no more than four (4) standard 32-gallon trash cans or
refuse and/or recyclable items.
Small flatbed or stakebed trucks measuring 6' X 8' X 2.5' (120 cubic feet,
will be charged the pickup rate. If sideboards exceed 2.5' (30"), the veh
be charged the modiiied pickup rate.
c.
d.
e.
-
f.
2. DISPOSAL FEES AT RURAL CO NTAINER STATIONS
(see Section VLT Definitions, Part E Vehicle Definitions)
A $2.00 per standard 32-gdon bag or container fee will be assessed for aII vehicle:
bagged or containerized waste or clean green materials. The combined ba,
container fee shall not exceed the following set rate fee for the transport vehicl
loads, not in bags or cans, will be charged the appropriate set rate):
- --
June 24, 195 0 - a- Fee Schedule Page 10 -
General Clean
Refuse Green
a. Passenger Vehicles $ 10.00 S 8.00
b. Pickup trucks and small $ 15.00 s 8.00 trailers
d. Modified pickup trucks $25.00 s 12.00
e. Oversize Loads in $25.00 s 12.00
and modified trailers
pickups and small trailers
Note: Trash cans or bags larger than the standard 32-gallon size will be charge(
each (not to exceed the flat rate for the vehicle).
CI 3. RECYCLABLE M4TERIALS
Recyclable materials (except Clean Green, Clean Wood Waste and White Goc
which desiupated collection conkers are provided will not be charged a disposal
addition to the disposal fce, an Administrative Fee will be charged for each Whit(
item (see Section m Administrative Fees, Part C White Goods).
All recyclable materials (except White Goods) shall be of a size which will fit i
Customers may place White Goods on the ground in the appropriate area. AN refii
doors must be removed by the customer.
- container provided and must be loaded into the appropriate container by the cu
4. VARIOUS RESTRICTED WASTES
The following solid wastes may not be disposed of at a rural container station ax
be disposed of at an approved recycling center or landfill:
a.
b. Soil, rocks, stumps
c.
d.
e.
g. AgricuIturaI wastes
h. Demolition wastes
Any item which is subject to a Special Handling Fee or which requires a Ha;
or Non-Hazardous Waste Manifest
Brush from land clearing (public or private)
Tree trimmings from commercial or public agency tree trimming projects
Yard or wood waste which exceeds 5" in diameter or 5' in length
f Construction wastes -
- -
-
Fee Schedule Page 11 0- - 0 June 24, 199'
I. Industrial and commercial wastes
J- k.
1.
Animal waste products (including manure)
Refhe resulting from a public safety or nuisance abatement
Tires unless cut or shred to particle sizes no larger than 12"
II, SPECIAL ~~~~~G- FEES
Items disposed at a County lanm in the following categories are subjea to special fees as specifiec
fee will be in addition to the disposal charse with a maximum special handling fee not to t
$150.00/vehicle except as specified in Parts A and B below.
Foq-eight hour advanced scheduling is required for Items A-I;. Call the Solid Waste Office to sc
an appointment. A non-hazardous waste manifest may be required for some items.
A. IARGEITEMS:
Any single item which due to its size, weight, volume or other physical characteristics re
special handling and/or equipment or which presents a si_dcant health, safety or oper
problem.
100 cu.ft.andunder ............................................. S 50.0(
Over 100 cu. ft. ................................................. S 0.5c
B. CONTAINERZZED SOLID INDUSTRIAL WASTE: -
Containerized non-hazardous solid industrial waste &e., solidiiied resin, tar, gaphite duz
1. CONTAINERS UP TO 24 GALLONS .......................... S 1.0
(or up to 3 cubic feet)
CONTAINERS 25 GAL. TO 50 GAL ........................... $ 5.0
(or 3 to 7 cubic feet)
2.
3. CONTAINERS 55 GALLONS OR GREATER. .................. $10.0
(or greater 7 cubic feet)
C. NON-CONTAINZRIZED SOLID INDUSTRIAL WASTE .............. $50.(
Loads consisting of more than 10 mbic yards of food waste (> 50% solids) or non-contai
non-hazardous industrial waste.
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Fee Schedule Page 12 June 24, 195
D. DECONTAMINATED BIOHAZARDOUS WASTE* .................. S 50.C
Loads consisting of 10 cubic yards or more of decontaminated biohazardous waste.
* Loads containing less than 10 cubic yards of decontaminated biohazardous waste 7
be assessed the $50.00 Special Handling Fee.
E. NON-FRIABLE ASBESTOS* ..................................... $50.(
Loads consisting of 15 cubic feet or more of Non-friable asbestos containing Non-Hz
waste material.
* Loads containing less than 15 cubic feet ofNon-Friable Asbestos containing mater
not be assessed the $50.00 Special Handling Fee.
F. WASTE WATER TREATMENT BY-PRODUCTS .................... S 50.1
Loads containing waste water treatment facility by-products such as sludge (biosolids), e
bar screen materials.
Waste water treatment facility by-products containing less than 50% solids require appr
County Solid Waste Services, the Regional Water Quality Control Board, and the
Enforcement Agency.
G. A”S:
Persons engaged in permitted dead animal removal services are subject to Chapter 8, ,
62.810 of the San Diego County Code of Regulatory Ordinmces. This requires that suc
animals be disposed of at a reductiodrendering plant and therefore will not be accepted at
landfills.
Dead animals which are not subject to San Diego County Code as referenced above
accepted.
4. Any dead animal that weighs in excess
of 250 lbs. and less than 500 Ibs. or
any combination of smaller dead animals
in excess of 250 Ibs. and less than
5001bs. ................-.................................%25.(
Any dead animal or load of dead
animal(s) 500 lbs or more. .................................... $50.(
5.
-
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- Fee Schedule Page 13 June 24, 199
H, mES=S* ............................................. %25.00/:
Any t~e stump more than 5 fkt in any linear dimension in mixed loads and disposed in the 2
rehse area.
* Tree stumps separated into clean green loads without contamination and less than
in any linear dimension wilI be charged the Clem Green fee only.
L HARD TO HANDLE MATERIAL. ................................ S 50.0
Loads containing more than 10 cubic yards of straw, metal fence, car seats, mattresses
springs, or similar hard to handle materials.
LARGE POLESEIPES, ETC. .................................... S 15.01
Poles, pipes, tree trunks, logs, bridge pilings, etc. over ten (10) feet long, or in excess of 12
in diameter.
J.
K, SPECIAL DISPOSAL S 50.0
Any item requiring craterins immediate burial or other spid handling for health and
reasons.
.............................................
171. ADM3NSTRATTVE FEES -
Administrative fees provide fimding for County staff the and processing and are separate from !
Handling Fees (Section n> and Fee Processing Charges (Section IVY PCL B and C). Items in the fol
categories are subject to the Administrative Fees. The fee will be in addition to the disposal f
separate from Special Handling FeedSurcharges, if applicable.
A. NON-HAZARI)OUS/SPECIAL WASTE MANLFEST .............. S 50.00/m:
hads of special wastes that require special waste manifests or appointments (i.e., certifie
infectious wastes and certified contaminated soil acceptable for disposal, etc.).
B. STAND-BYFEES .............................................. S50.01
6. Loads requiring County personnel to oversee disposal operations, as determined
County of San Diego, for safety, health, and/or operational reasons: minimum CI
hour.
Vehicles found transporting unacceptable materials to the landfill and required to
on-site for regulatory agency resolution: minimum charge 1 hour.
7.
-
--
0 - I)- -
-
- - Fee Schedule Page 14 June 24, 19s
c. WHITEGOODS:
commercial disposal of White Goods is not authorized. Residents may dispose of White
only at those lanWs operating an on-site recycling facility. In addition to the disposal
Administrative F~G will be charged for each White Good item. All refrigerator doors r
removed by the customer.
Landfills ................................................ S 20.C 8.
9. Rural Container Stations ................................... S 5.00 f
S 20.00 for each add
D. FEE FOR MTSREPRESENTATION OF WASTE ORIGlX:
TO comply with State mandata, all Solid Waste Facrlity customers shall provide inf'ormatkx
request, on the source of the waste being hauled to a County facility. The information ir:
the source city of the waste that is being hauled and the trash route for trash industry vc
Landfill or bin site access may be denied to facility customers that rehse to comply M
County's requirement to obtain source of waste information.
E the waste hauler or customer misrepresents the on_& of the waste, an administrative
be assessed. For each of the first three offenses, the fee vdl be ten (10) times the tipp
assessed that vehicle, not to excd S1,OOO. After the first thee oEenses, the fee w4l be S
for each subsequent ofFense.
-
* E. fiWATORYRECYCLING:
A table containing Administrative Fees and the implementation schedule for the Mar
Recycling Ordinance may be found in Section V. of this Fee Schedule.
F. UNCOVERED LOADS: ................................... S 10.00 pert
Charges will be assessed for those vehicles entering County of San Diego Solid Waste FL
with uncovered or partially covered loads. The fees will be used to offset the costs oftar
other litter control activities.
Any customer assessed this fee shall receive tarps at the disposal site (if available) and shal
the tarps to completely cover the load as defined in Section 23 1 15 of the California Vehicl
before proceeding to the appropriate unloading area. In the event that the load or the ve
too large for the provided tarp to cover, additional fees shall be assessed and addition;
provided to ensure that no littering oms within the disposal facility.
* Nets or other suitable cover materials may be issued in lieu of tarps
-
-
-
e e-
- Fee Schedule Page 15 June 24, 195
G. TIREFZES:
Lanag of waste tires is prohibited unless tires are reduced in volume by shredding o
methods approved by the California Integrated Waste Management Board.
Whole tires are not accepted at the Ramona, Borrego, or Sycamore landfill, or any I
operated Rural Container Station Whole tires for recycling are accepted only at the Otay I
Homogenous loads of tires will be charged by the ton.
1. Standard car and truck tires S 3.00/tire or up to and including 16.5" inside S3 00.0 O/t on
tire diameter
Inside tire diameter 17"- 24.5"
(highway/cargo type tires)
Mixed load of car & truck tires
with highway/cargo type tires
S 9.00ftire or
S3 0 0.0 O/t o n
S 7.00ftire or
S3 0 O.OO/ton
2.
3.
4. Inside tire diameter > 24.5" S200.00/tire or
(industriaVconstructiodoE road) S100.00/ton
5. VOLUME REDUCED TIRE FEES;
a. Passenger vehicles, pickup trucks, and towins vehicle and srnd
combinations, whose loaded weight is @eater thvl6ooo pounds, and is cor
approved by the California Integrated Waste Management Board, will be I
at County landfills for S16/TON.
All other vehicles w4l be charged the standard disposal fee.
- of 100% tires that have been reduced in volume by shredding or other n
b.
H. HAZARDOUSWASTE
Customers who dispose of hazardous or other unacceptable waste shall upon notifica
required to retrieve the waste, if appropriate, within 48 hours and manse for subsequent
disposal. In addition, an Administrative Fee will be charged:
The Administrative Fees below pertain to incidents occurring within a single calendar ye
First occurrence ..................................................... I
Secondoccurrence ................................................... 9
Additional occurrences ............................................... q 4
- - -
- 0 0 -.
-
Fee Scfiedule Page 16 June 24, 19!
If, for any reason, the waste cannot be released to the customer, or the customer dc
voluntarily remove the waste, proper disposal of the waste will be arranged. In additiol
ahve fees, wstomers shall be subject to the payment of 100% of all costs incurred by the
for labor, supplies, packapg, transportation, and disposal of the waste.
Payment of the fees specified in this section shall not prohibit the referral of case
appropriate agency for possible civil and/or criminal actions.
-
L LATE UNLOADING
Vehicles unloading on the Solid Waste Facility in excess of 30 minutes after the posted
times will be charged the Administrative Fee of $50.00 per hour with a minimum 1 (on
charge.
rv. PAMMENT OF FEES
Section 68.515 of the San Diego County Code of Regulatory Ordinances sets the County's d
payment account policy, as well as a cash payment system. At the discretion of the Director, p
or business checks, point of sale transactions (automated account debit transactions) and credit ca
also be accepted at the landiill for payment of fees. To ensure the County's receipt of funds, the 1 may implement a check guarantee system at the landfills as well as a pint of de and credit card
The method of payment for fees accepted at the rural container stations will be cash only.
- The Director, at hidher discretion, may waive the liquidated damages assessed for late paym
governmental agencies and in cases of the County's administrative error.
A. DEFERRED PAYMENTS:
Any person desiig to establish a deferred payment account for use at County Solid
Facilities will be able to do so upon it being established, to the satisfaction of the Direct
such applicant's credit rafing is Satisfictory and that sufficient security is posted. The requ
to post a security is waived for local, state and federal governmental agencies as well a
utilities.
The Director has determined that the "dcient security" requirement referred to in this :
may be met by posting a security whose value is at least three times the average monthly f
of the deferred payment account customer, as determined by County personnel.
Deferred payment accounts shall be invoiced monthly and are due and payable upon re$
statement. Payments not received prior to the next statement date which is the first day c
month, will be considered delinquent.
- --
- -
- 0 - 0 -
Fee Schedule Page 17 June 24, 195
- B. DELINQUENCY AND RELATED CHARGES:
Monthly late charge for delinquent Deferred Payment accounts will be equal to $50.00 p
per month of the principal unpaid balance as liquidated damages.
Ea County Solid Waste Facility customer is delinquent in payments for any reason, the 1
may require that cuStorner to pay cash far subsequent transactions. Enecessary, at the dis
of the Director, a customer who is delinquent in payments for any reason may be denied
to the County landfills or bin sites. Examples of delinquent accounts include:
1.
2.
3.
4.
deferred payment accounts not paid in full prior to the next statement date, whic
fkst day of every month;
checks that are returned unpaid for any reason;
nondefened billing customers whose suspended transactions are not paid in full w
days of the transaction date;
mandatory recycling ordinance administrative fee surcharges not paid in full wj
days.
C. PROCESSING FEES:
1. Processing fee for checks .................................... S 25.0
Pro accepted in payment at any
Solid Waste Facility which are
returned by the bank unpaid for
any reason.
Processing fee for uncollected ................................ S 25.1
suspended transactions which have tran not been paid in full within 30 days
after the transaction date. This
fee applies to non-deferred
billing customers.
Processing for duplicating .................................... $ 5.(
- 2.
3.
ticket or dol
v. plA NDATOR Y RECYCLING IN EFFECT AT COUN TY DISPOSAL FACKmS
Mandatory recycling shall be in effect at all County disposal facilities. The disposal of de:
recyclable materials from residential, commercial, and industrial sources is prohibited. A recyclir
;S available from the fee collectors.
<
- -- -
- -e - e-
- Fee Schedule Page 18 June 24, 19'
A. CITIZEN HAULED WASTES
Citizens hauling their own ref%= in cars, vans and pick-up trucks are prohibited from di:
of designated residential recyclable items and yard waste with refuse. At aU disposal f:
collection bins are available for designated recyclable items and drop-off locations are PI
for yard waste. Citizens hauhg their own re& to County disposal facilities who fail to p
separate and deposit their recyclable materials in accordance with the Solid Waste Ordim
the rules and regulations of the receiving facility, will be subject to a $15 administrative
B. COMMERCIAL HAULERS
Commercial haulers disposing of waste at County landills are prohibited from dispc
designated residential, commercial, and industrial recyclable items.
C. COLLECTION AND SEPARATION REQUIREMENTS
Waste haulers operating in the unincorporated areas of the county are required to provi
customers with containers and collection service for designated recyclable items, in accc
with the regional implementation schedule. Waste generators are responsible for sei
designated recyclable items from refkse prior to refuse colleaion.
D. DESIGNATED RECYCLABLE MATERIALS
- 1. STnENTT-41 I w,cycLw m,MS;
Aluminum, glass bottles and jars, newspaper, plastic beverage bottles, tin and t
cans, White Goods, and yard wastes.
2. COMMERCIAL RECYCLAl3LE ITEMS;
a. From office buildings of more than 20,000 quare feet used for corn
governmental, or educational purposes: aluminum, cormgated car
newspaper, and office paper.
From hospitality facilities which includes all restaurants and taverns, and ho
motels with eating and drinking establishments: aluminum, corrugated car
glass jars and bottles, plastic beverage bottIes, tin and bi-metal cans, an
goods.
b.
3. JNDUSTRIAL RECYCLABLE ITEMS;
Industrial loads consisting of Wh or more of any one of the following materials:
concrete, dirt, land clearing brush, sand, or rock.
--
-
- .- - m
- Fee Schedule Page 19 June 24, 195
E. MANDATORY RECYCLING IMPLEMENTATION
Esposal of designated recyclables is prohibited. In the event that citizens or commercid
mix designated recydables with solid waste for disposal, the following administrat
surcharges may be imposed in accordance with County Code.
Citizen hauled: $15.00 Admin. Fee
Commercial haulers: $100.00 Admin. Fee
m. -
A. COUNTY CODE Ab3 CALXFORNUA VEHlCLE CODE
Section 68.505, Chapter 5 of the County Code and Sections 23 114 and 23 115 of the Ca
Vehicle Code are incorporated by this reference.
B. OFFENSIVE LKKGUAGE OR BEKAWOR
Any person using obscene, offensive or threatening Ianguase or behavior toward dispo
personnel in the performance of their duties may be denied entrance to or use of a Solid
Facility for a period of time as determined by the Site Manaser.
w. DEFINITIONS
A, CLEANFILL:
Clean earthen fill material quaMymg for use as cover soil must consist ody of soil andor r
less than 6" in any dimension. I€ accepted, clean iill disposal exemptions require from on
five (5) days pre-approval by the Solid Waste Office depending on the quantity and I
materials to be delivered. Soil analysis may be requested of the owner or transporter
determine the appropriateness of the soil for use as cover material.
B. CLEANGREEN:
Any load containing "green" materials only. Greens include all leaves, grass clippings, shr
brush, tree trunks, limbs, and branches that are appropriate for mulching and composting
cactus and some succulents are not suitable for mulching.
_- --
- 0 --
-- -0
- Fee Schedule Page 20 June 24, 195
C. CLEAN WOOD WASTE:
Any load containing wood waste only. Wood waste indudes lumber, pallets, wood blocks, f
ad shavings, that are appropnae for mulching and cumposting Wood waste excludes ire
painted wood and shingles.
D. DEMOLITION MATERIAL (Rural Container Stations Only):
Any load con. 26% or more heavy, bulky, dense, non-compressible or Siar materi:
be classified as demolition waste. This includes but is not limited to: concrete, masonry, I
all land clearing materials, cobblestone, metal, plumbing fixtures and pipe, electrical f
materials used in the construction or razing of structures (including fences, patios, storage
or decking), gravel, sand, clay products.
E. VEEIICLE DEFINITIONS:
The final determination of fees for all vehicles will be made by the fee collector at the d
facility when visually inspecting the load. Any vehicle, or combination of vehicles, whose
weight exceeds 6,000 pounds for General Xehse and 5,000 pounds for Clem Green matei
be charged by weight. Vehicles weiz&in,o less will be assessed the set rate by vehicle catei
1. PASSENGER VEHICLE. (include but are not limited to): Passenger Car,
Wagon, Utility Vehicle or bfkhan. Loads must be entirely contained with the
or the vehicle will be charged the set rate for a Pickup.
PICK-UP TRUCK: (include but are not limited to): Standard bed pickup truck
size van.
SWILL TRAILER; A trailer measuring AO more than 8' long X 5' wide X 3' hig
MODIFIED PICKUP TRUCK/ 0 VERSZZED TOAD; A pickup truck that h
altered or modified in any way that increases the load carrying capacity of the 7
including, but not limited to: sideboards, tool boxes, lumber racks, camper shell?
makeup of the load itself.
MODEIED TRAILER/ OVERSIZED LOAD; Any trailer with a bed measurer
load larger than 8' long X 5' wide X 3' high.
-
2.
3.
4.
5.
6. AGER 'S DISCRETION : In the event that any vehicle or trailer does not cc
with the description or intent of vehicles qu-g for set rate fees, the Site Mana
designee, has the authority to charge that vehicle by weight.
-
-4 - .+ - e- -
Fee Schedulepage 21 June 24, 19
7. TRANS FER TRUCK; A vehicle used to perform a re-haul function by haulir
volumes of refhe that has been transferred to the vehicle from muItipIe collection T
for economic hauling.
To quw for the Tra.ns€er Truck rates established herein, the vehicle must c(
minimum of 15 tons of refuse, and employ a mechanical unloading system.
Transfer Trucks must be permitted and carry a current, unrevoked decal issuec
Director.
In general, roll-off transporters or roll-off transporters with tandem trailers
included in this defition. Such vehicles used for transport of waste processed th
permitted transfer station may be decaled as a transfer truck at the discretioi
Director.
F. WHITEGOODS:
Any of the following household appliances: dish washers, stoves, refigerators, freezers,
washers, dryers, and hot water heaters.
m. COLLECTQR Ah% TRANSPORT PEWm FEES
The following fees are established for Collector Permits and Transponer Permits.
A. COLLECTOR PERMIT FEES
-
Fed
1. NEW PERMITS (Class "A" or Class "B")
Initial Filing Fee ................................................
Collector Permit Area Fee (each permit area) ..........................
Decal Fee (each truck) ..........................................
RENEWAL PERMITS (Class "A" or Class "B") 2.
FilingFee ....................................................
Collector Permit Fee (each permit area) ..............................
Decal Fee (each truck) ..........................................
B. TRANSPORTER PERMIT FEES
Feei
1. NEWPERMITS
FilingFee ...................................................
Transporter Permit Fee ..........................................
Decal Fee (each truck) ................................... : ......
- e eL -
*,
Fee Schedule Page 22 June 24; 195
2. W,WAT, PERmS .................................................... FilingFee 4 u
Transporter Pennit Fee ................................... , , , , , , 8
Dech Fee (each truck) .......................................... $
i
C. MANDATORY DECALING:
To facilitate the charge-by-weight system and customer processing at County land€ilis, all c
boxes and all commercial vehicles and trailers normally charged by weight, shall be decal
may be retared at the discretion of the Director.
The Director may at Mer discretion, waive the requirements for decaiing for those haule
frequent the County landfills four or fewer times a calendar year.
The Director may at hidher discretion, re& entry to haulers who do not comply with the d
proyam.
Lx, SWNCE rnQum33;KENTS
Every permittee shall maintain and keep in force the following insurarice coverages and limits:
COVERAGE LMTS
Worker's Compensation Statutory
- - General Liability 1. S 500,000 bodily injury per person 2.
3.
$1,000,000 bodily injury per occurrence
S 250,000 property damage or in lieu of 1, 2, 3
combined singe limit bodily injury and property (
coverage of $1,000,000.
Each policy of insurance shall contain the following clauses:
A. "Certificate Holder (County of San Diego) shall be named Additional Insured solely as r
operations performed by or on behalf of the Named Insured".
"It is agreed that these policies shall not be canceled, altered or coverage reduced until thi
days after the Certificate Holder shall have rkeived written notice of such cancellation, ali
or reduction. The notice shall be deemed effective on the date delivered to said Certificate 1
as evidenced by properly validated return receipt."
B.
- 0- -- -m -
. II ;' -
Fee Schedule Page 23 - June 24, IS
*
., BE IT FUR"EER~~sOL~ that th;s Resolution rephces that certain Resolution adopted by th
of Supervisors, and amended last on which last said Resolution is hereby res(
BE IT FllRTHER RESOLVED that this Resolution shall take effect on
PASSED AND ADOPTED by the Board of Supervisors of the County of San Diego, State of C:
this 24th day of Ju-e by the following vote:
4/29/97 3-
6/24/97
mS: Cox, Jacob, Slater, Roberts, Horn
(STATE OF CALIFORNIA)
(COUNTY OF SAN DIEGO)
I, Thomas Pastuszka, Clerk of the Board of Supervisors of the County of San Dieso, State of Cz
hereby certify that I have compared the foregoing copy with the ori_&ul ResoIution passed and
by said Board, at a regular meeting thereof, at the tie and by the vote therein stated, which
Resolution is now on file in my office; that the Same contains a full, true and correct transcript th
and of the whoIe thereof
Witness my hand and the seal of said Board of Supervisors this ~CL:~ day of .Ti?nP
Thomas J. Pastuszka
Clerk of the Board of Supervisors
By vk2&!&. ' 4- - Deputy brzion 3a-T '
...,,-.>-::;4.: :E:. -::? . ' ..a,,; rT ?% n %.. .-: .pT;.,.:. &! \ :?:. ::. 6/24/97 (77) i& ; " .x. ..C'S%.!.-
L---. .q! +e - -d
.~
*. . ? e- e.. - -
-~
ES~IT "C" TO SETTLEhIENT AGREE~IENT
.- PROJECT EhXQ'CEhIEKT'S
The fo!iowing projjec; ?.'lhP;ICem2.2:Ij 2-2 included in the projsci descrip;ioz 2nd zre to b
&nded by the County Solid JI'SSI~ Di~sioii .. 21.~0 cos1 to Coaj:, Ca;ljbnd, or couny -&rporLs:
("Czrlsbad"), at no COST XZ 'C i:=t of 21: !;ens s~d ?>::umbrai;cej: FE:E?~~ avenue 21onS the proj5,c
si:? from i;?e ~v'e~ierfi edg? ofihe COECL:. o~.:.TJrj>ip agd e~:ep.a:?g .. ?=: the vy.2y io thz e:jr e~cz
;hi2 Cot!nr? OL~T~IS~;~). Th> IOD shzli Lt ccr 23 ~d roo? Righi ofjiiEy c i~~~~~~~~ slope 2nd erzir
e?sernen:j. X.l:o inprovexen;: sk!! be i29cictC hrn the Cotiny - cr.its: ;he couriry snjx;rj p~e
Fi~ed?y jb.211 COXIPIY Wlil?. '* LL? * Ciry'S C!2.S;?2 SZnd2rds for 2 jeco;;<p?; 2X2:jnl. The IOD jhz!! t;,
1: is r=cas:iz,od e?.? 2z-tt~ 7, i2p.p~ 2 -2:sr::: pari ~fihe ssT=tT.tT.; tc? e3;.p2ys -2!LLLb -r, L:;is Rig51
VI,'.\, - v.L.;-> vL:.LI. IS ' OV~T~~ by CCK:.;~. .&:ZSZS. ::.?I .. 1x2 o:i?tr ropz ix.-c:..,,t:;s StC cGI jt!07bi. v..Lii :~
?.E.: !zjTF-!i?< TO CZ~ s~<::?r!; ~.r C,::::::; .~.~::czs prog=;;i. 2: 7.:: cz-; ;a coax?.. -~i~~~~~, 2.1
have revitl.ve5 +;e relErive vnizts 0: -. r~st i~7rs:ie~~enis 3p.d co?,;,j:j;r;s snd e.cri=e :kiE; :kc OvtT:
d
1. Faizdav D~~~cPI~oc.
The Councy ~h2!1 EE~? EZ Iirel;.ccnb!z OESY to Dedicere 10 1~2 Ciq of ~2rlsjae
-
,. 17. io dtve!oj: these propmits 2Z.2 Ifi? iZFiC\.tZ??:s Ere no1 ?!F??s;; IF. :iec=. Dejign ~nd ~li~n~,;=
ormred IO CailSb2d no kt?: ih2 ihr?? (3) T!:O;IhS 2%r the &re c~on which the CiF suPp!iej rk
..__ the I!ic.n:e.n: 52: jhe ~ara<e;~ R~~< esrer,s
-
I CoLInty \%/i:h ihe ntcesszm ersin?er!ng .* ~p:: s?.~vi~nn I. - - I 2-
..
.,. .
., -- - . . 7. -. :-;.c~c . - .. . ,C.. .. . I. , .. . fnrly In :.zmon, Czri jb,?d !,:;ili ;t.;.ie.l:; a:,: c-:j:",t: 12 500s :c.,:., :--. r-,- I .__-
A I7~~~'S :;opt-+. +? c7-2 55 SsF;;C?Z z-: .'z'-T;.:E:,.Ej +dic2z?e ,,-;-- -1;-
.I.- _I L.. . -_ L*i:LdLl@?: fC d?T;.?!c\o c.2:
L..LZ. ;...1 -Asr25.?.2.2:. ?;?e CY: ..*-. ~ ._ - _I. - -
b?ne:l:~s c iccning io COU~> .ALi::c\~s ij 2(:':i:;tit~;: io or Ere?:?: y-27 7-=. .:.I.. .:.- v:.lue ofi'ze IOD rqll:: by 1nlS ,' Ag.tene2;. -
,. 3 - 1 he CoEflq; Si?z!i r:.k? 27: ~~~~\~0c;~~~ *, Ober -,. 10 D=r.r---. - -. L.-!L~.u cpproxin:._r=!>r 2!00 fzE length, ai RO COST 2nd fie? ofE!i liens 2~2 27;ci!g;lbr;.nces, in fzvor of cgrljb2d for 2 4s fooi ~i~3.
LYay coverin2 [he public esexn'_/2ccesS ix? ihn; jen;ej the Trzcjf?: s;zrion.
9 -1 -1 1 ne County jhn]!. if rqca--=.: -1~- C) CEi!Sb?.d, enter k;;o s j;E.ndpd public v;orks 3.
contrxt wiih Czr1Sbad to ~-Cq!Lirt ZI~ nec?sjq Risht of LVey, 2nd S?~Z!! impro\re, or cause to b?
improved 2nd p")' for, modificsrtons to the in;t:j=c;ion ofF?.r&y a~cl, E1 Camin0 R~~! to provi,
two lei5 turn lanes out ofF'are.&y O~KI E1 Cmino RtsI, one through lnne, and one ri,oht tym isn
wiih i! mediddivider, 211 25 shovy?I on the amc'ned plan.
4. The County ShEll enier inro 2 sxndard public works conir2ct with CarIsb2-J to
instal!, or caused to be ins:z!Ied 2nd p2id for, i! deceleration .. lane EPpiosimately 300 fzet in 1enT improved to prime arterial siead~rds on El Cmino Real 2s set fozh on rhe attzched shest.
.. 5 The County shz!l, X its OpiiOn, eiih,?r enter into 2 s$n&;d sublic ,. woiks contract
wit& CarIsbad or make a~~fiQ=~~~iS 10 do the work itself, or to hzvt CoF-ji do the work, to impr
- the interior access road to fori); (4.0) feet of pavemmt, industrial sections, with a/~ berms. The
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svbbaz?) on sit?,, znd, bzje? O; jouF.6 ~ng;~.etr;n~ practice, those ~OK;~OCS of ii.le ps!s~jng ECC=S~
V>..,y I~S; 2:t ip. sood ~0n~::icn ZIC I~.TIIC~ CP~ r=z.soi..?-'ol>; bt e~2scied ic sep,jce ;ks lire 0; tn!s
projecr, sh.11 be widened: 2~6 XIY zre2j Of The ?s!sm$ xccss \Y?-T; ihn~ 2:s not in good cop,dirio:
s;7sll be rezoved 2nd replx23 2j need26 50 1h2~ th? end resu!i \vi11 k.3 2 good qc~iiiy, 40 fooi pz
2nd berme: indusIiiz! sizfiGz:ds ZCC~S~ \vSy L:;T.ICE cx serv-e the r=Zjsn.'r;\e lift ofrhis projtci 2;
least cosi to the Counry.
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.. 6. The COLI^;:^^ shzll, foi 2 KI:~ICQT. of60 d2ys providt j:tc?lemsntai si~~or G+ii
conrracc c.orkers to (I) be 07: sire durinc; u vi'2tkz.Ci~ io fzciliis;e s?!fhn.l uszrs, 2njlv2r quesT;ons:
Fedorn re!E~ed ps~s du:ii.:g i:i.eekend jt!fk:G! hoiLrs to ensure +L-- --I- . -.
r, 3 . .. 2nd L!ndec;zke comrnuniry rs!z<ions aciii'::!t~ 10 ensure tha1 ss!r p,z:; qtpriofis 2;e condecr2.j
szfely, c!e?r,iy, and e%citn:iv; (1) to pick L? L!??:, airec: ti?-:iIC, ~~rr~i ~zd police th? Erec, ErL2 .. .. -
L!!&: ><:: r?Xl oper?.:io?s z:?
1 r- , conduct5d safely, ciemly, E?.C ?ZiC!CXC!y; ZZ.2 (?) 03 en "?.j p.ce<?i'' E.,? "2s r?qp=sr?d" b!; C2.r-s .. .- .,. b2jij 2:jisi ~n the C~~ZEE? CT !;!S~ZI ~LLT~Y~~C .- 2s ?. rtsulr ofo~e:~iio~s 2: p2!ori?~ 2nd the C',ojir.s .. ,.. y tiit S7-n &Clz:cos IandfiIl. This I~.CIILCI~S t~i? CT~T:~< cle~n~ip ofa~y i!!?~:! - ~~lmpi~g 2nd renoi2i c
IiTTtr to egjure th.1 CZT!:~:? eoej ROC e~?~ris~c? s j!oniiic:~:: & ir.c:?y? in !!cTer or il!egZ! GET~~~: .. . .-
&j i- resuli ofthis projeci.
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cofifsr, then rht Cir). of CzrIsk2-f si?.!!. . ~i 71- ...- -- ~:S...ZL. ..--- 01 ?:in
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binding.
In rhe exr.: +::I ihe io~i ECF.::! ccjc io tht Count , b.;?< 0" pI?-qs ?-?;e sp~c[pc~;~cr:~ .r
. S. ?-?proved by the PETiitj, for ih~ iKprovmsx Aize fcr by p:r:grep?:s 7.. j,~, ~._..d j above, sh3.1 tor?-:
'1 '1 m.ore thm SjOO,OOO, the p:~-ri?s sna!l ~2t: LF:~ COZ~Z: in good fzi~'g ic cc~s;~~; rzdgji=q options to
reduce thz tod cosi to the Coc:ry be!ow S500,OOG.
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