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HomeMy WebLinkAbout2015-02-10; City Council; 21847; Lease from San Diego County 5958 El Camino Real for Hiring CenterCITY OF CARLSBAD - AGENDA BILL 10 AB# 21.847 ADOPT RESOLUTION APPROVING THE LEASE BY THE CITY OF CARLSBAD FROM SAN DIEGO COUNTY FOR A .83 ACRE PARCEL AT 5958 EL CAMINO REAL, CARLSBAD CA 92008, FOR THE PURPOSE OF OPERATING A HIRING CENTER DEPT. Dl RECTOR, K/'T' DATE 2/10/2015 ADOPT RESOLUTION APPROVING THE LEASE BY THE CITY OF CARLSBAD FROM SAN DIEGO COUNTY FOR A .83 ACRE PARCEL AT 5958 EL CAMINO REAL, CARLSBAD CA 92008, FOR THE PURPOSE OF OPERATING A HIRING CENTER CITY ATTY. Ml DEPT. PW-PEM ADOPT RESOLUTION APPROVING THE LEASE BY THE CITY OF CARLSBAD FROM SAN DIEGO COUNTY FOR A .83 ACRE PARCEL AT 5958 EL CAMINO REAL, CARLSBAD CA 92008, FOR THE PURPOSE OF OPERATING A HIRING CENTER CITYMG^^ 1^ RECOMMENDED ACTION: Adopt Resolution 2015-030 approving the lease by the City of Carlsbad from San Diego County for a .83 parcel at 5958 El Camino Real, Carlsbad, CA 92008 for the purpose of operating a hiring center. ITEM EXPLANATION: City of Carlsbad has been utilizing the above named San Diego County owned property as a hiring center since 1991 when the City of Carlsbad Planning Commission approved CUP 90-13 to allow a hiring center at the site, also described as County Parcel No. 90-0425-A. See the attached location map (Exhibit "B"). The Commission determined that the proposed use as a hiring center is consistent with General Plan elements, is compatible with surrounding uses, can be adequately accommodated at the site, and is necessary and desirable for the welfare of the community. On August 7, 2013 CUP 90-13X3 was extended in perpetuity. The lease term is five years retroactive from November 1, 2014 through October 31, 2019, and allows the city continued use of the property. Either party may cancel the lease by giving the other party thirty (30) days' notice in writing. In exchange for the city maintaining the premises in a good, clean, and attractive condition and state of repair, the rent shall be waived and the total rent during the entire term of the lease will be zero dollars ($0.00) per month. In the past, city use ofthe property was formalized with the County via an Airport Use Permit. The most recent permit expired October 31, 2014. The County now requires a lease, rather than a permit, to lease the property, per California Code Section 25526. FISCAL IMPACT: A third party operator will maintain the property and there will be no fiscal impact to the city as a result of entering into this lease. DEPARTMENT CONTACT: Joe Garuba 760-434-2893 Joe.Garuba@carlsbadca.gov FOR CLERK USE. • COUNCIL ACTION: APPROVED • CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER- SEE MINUTES • AMENDED • REPORT RECEIVED • Approve Hiring Center Lease Agreement February 10, 2015 Page 2 of 2 ENVIRONMENTAL IMPACT: The proposed action is exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15301—Existing Facilities, which excepts projects or activities that consist of leasing of existing public facilities involving negligible or no expansion of use. EXHIBITS: 1. Resolution 2015-030 approving the lease by the City of Carlsbad from San Diego County for a .83 parcel at 5958 El Camino Real, Carlsbad, CA 92008 for the purpose of operating a hiring center. 2. Location Map 5958 El Camino Real, Carlsbad, CA 92008. EXHIBIT 1 1 RESOLUTION NO. 2015-030 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING THE LEASE FROM SAN DIEGO COUNTY FOR A .83 ACRE PARCEL AT 5958 EL CAMINO REAL, CARLSBAD CA 4 92008, FOR THE PURPOSE OF OPERATING A HIRING CENTER. 3 23 24 25 26 27 28 WHEREAS, San Diego County owns the land located at 5958 El Camino Real and is willing 5 6 7 to lease the site to the City of Carlsbad at the rate of zero dollars ($0.00) per month for a term 8 of five-years, retroactive from November 1, 2014 through October 31, 2019 ^ WHEREAS, Either party may cancel the lease by giving the other party thirty-days (30) 10 notice in writing; and 11 WHEREAS, the above described property was approved for use as a hiring center by the 12 j2 City of Carlsbad Planning Commission in 1991, and CUP 90-13X3 has been approved in 14 perpetuity for the operation of a hiring center at this site; and 15 WHEREAS, the City of Carlsbad has contracted with a third party to operate a hiring center; and 17 WHEREAS, the City Council of the City of Carlsbad has determined that the proposed use 18 is necessary and desirable for the welfare ofthe community, and it is in the best interest ofthe 19 2Q city to enter into a lease agreement (See Exhibit "A") with the County of San Diego. 21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California 22 as follows: 1. That the above recitations are true and correct. 2. That the City Manager is authorized to execute the Lease Agreement between the City of Carlsbad and the County of San Diego attached hereto as Exhibit A. 0 1 3. That the Municipal Property Manager shall cause a Memorandum of Lease 2 attached hereto as Exhibit B to be recorded with the County Recorder. /// /// /// 3 4 5 6 7 /// 8 /// 9 10 11 12 13 14 /// 17 18 19 20 23 24 25 26 27 28 /// /// /// /// 15 /// 16 /// /// /// /// 21 /// 22 /// /// /// /// 1 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 10*^ day of February, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. MATT HALL, Mayor ATTEST: SHELLEY COLLINS, Assistant City Clerk (SEAL) r O /r LEASE - AIRPORTS MCCLELLAN-PALOMAR AIRPORT CARLSBAD, CALIFORNIA LESSOR: COUNTY OF SAN DIEGO, a Political Subdivision of the State of Califomia LESSEE: CITY OF CARLSBAD 90-0425-A COUNTY CONTRACT NUMBER: PA-SL-101 TABLE OF CONTENTS 1. DEFINITION OF TERMS 1 2. EXHIBIT TO AGREEMENT 1 3. ADMINISTRATION AND NOTICE 1 4. TERM 2 5. RENT 2 6. COST OF LIVING ADJUSTMENT 2 7. LATE PAYMENT 3 8. USE 3 9. OCCUPANCY 4 10. INSURANCE REQUIREMENTS 4 11. ASSIGNING, SUBLEASING AND ENCUMBERING 6 12. UTILITIES 6 13. ACCEPTANCE AND MAINTENANCE 6 14. IMPROVEMENTS AND ALTERATIONS 7 15. RECORDS, ACCOUNTS AND AUDITS 7 16. TAXES, ASSESSMENTS AND FEES 7 17. CONDUCT 8 18. SIGNS 8 19. LANDSCAPING 8 20. RIGHT OF INSPECTION 8 21. RIGHT TO SHOW PREMISES 8 22. INDEMNIFICATION 8 TABLE OF CONTENTS 23. VACATION OF PREMISES AND DISPOSITION OF IMPROVEMENTS, FIXTURES AND PERSONAL PROPERTY 8 24. FEDERAL AVIATION ADMINISTRATION REQUIREMENTS 9 25. NON-DISCRIMINATION 1 26. AFFIRMATIVE ACTION PROGRAM 1 27. RELOCATION ASSISTANCE 1 28. SECURITY 1 29. LEASE SUBORDINATE TO CONDITIONS AND RESTRICTIONS 1 30. UNL/WVFUL USE 1 31. ABANDONMENT 1 32. WAIVER 1 33. HAZARDOUS SUBSTANCES 12 34. STORMWATER AND NON-STORMWATER DISCHARGES 12 35. SUBSTANCE ABUSE 13 36. SPECIAL CONDITIONS 13 37. ENTIRE LEASE AGREEMENT 14 38. AUTHORITY 14 39. CAPTIONS 14 40. COUNTY APPROVAL 14 41. CUMULATIVE REMEDIES 14 42. FORCE MAJEURE 14 43. GOVERNING LAW, JURISDICTION AND VENUE 14 44. INTERPRETATION 14 45. JOINT AND SEVERABLE LIABILITY 14 TABLE OF CONTENTS 46. PARTIAL INVALIDITY 15 47. PAYMENTS 15 48. TIME OF ESSENCE 15 111 f LEASE - AIRPORTS MCCLELLAN-PALOMAR AIRPORT TfflS LEASE AGREEMENT is made and entered into tMs 1st day of November. 2014, by and between the County of San Diego, a political subdivision of the State of Califomia, hereinafter called "County", and City of Carlsbad, hereinafter called "Lessee". ' WITNESSETH:. That for and in consideration of the rents, agreements, and conditions hereinafter specifically set forth, County hereby leases to Lessee, and Lessee hereby leases from County the Premises described below upon the following terms and conditions: It is understood and agreed by and between the parties hereto as follows, to wit: 1. DEFINITION OF TERMS. The following words in this Lease shall have the significance attached to them in this Section unless otherwise apparent from their context: a. "Lease" means this Lease Agreement. b. "Airport" means McClellan-Palomar Airport, Carlsbad, Califomia. c. "ALP" means the FAA-approved Airport Layout Plan for the Airport. d. "Commencement Date" means the first day of the term of this Lease. e. "Director of Airports" means the Director of Airports, Department of Public Works, County of San Diego f "FAA" means the Federal Aviation Administration. g. "Lease Administrator" means the Director of Airports, as specified in Section 3 of this Lease, or, upon written notice to Lessee, such other person as shall be designated County's Lease Administrator from time to time by County. h. "Premises" means the real property consisting of an approximately 0.83 acre parcel at McClellan- Palomar Airport, as shown on Exhibh "A" to this Lease, attached hereto and made a part hereof, and more specifically described as County Parcel Number 90-0425-A. 2. EXHIBIT TO AGREEMENT. This Lease includes the following Exhibit, which is attached hereto and by this reference made a part hereof: Exhibh "A" - Premises Plat 3. ADMINISTRATION AND NOTICE. This Lease shall be administered on behalf of County by the Lease Administrator, whose address is: Director of Airports County of San Diego Department of Public Works, Airports 1960 Joe Crosson Drive El Cajon, CA 92020-1236 and on behalf of Lessee by City of Carlsbad, whose address is: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 All notices to be sent to the County shall be sent to the Lease Administrator. All notices to be sent to the Lessee shall be sent to the Lessee's Contact identified in this Section 3. Notices may be sent either by first class, fo United States mail, postage pre-paid, in which case they shall be deemed delivered five (5) business days after deposit in the mail, or by personal delivery, in which case they shall be deemed delivered upon receipt. The parties may, from time to time, by written notice provided in accordance with this Lease, change the person or address for giving notice. 4. TERM. The term of this Lease shaU be five (5) years, commencing on November 1,2014 (referred to herein as the "Commencement Date") and terminating October 31,2019, unless earlier terminated by the parties pursuant to this Lease. Either party may terminate this Lease by giving to the other party thirty (30) days' notice in writing prior to the termination date. In the event of such early termination by County, County shall not be liable to Lessee for any costs or losses incurred by Lessee as a result of such termination. Nothing in this Lease shaU be construed to grant Lessee an easement by implication, prescription, or any other operation of law, or to extend the term of the Lease past its expiration as stated herein. In no event shall the term of this Lease exceed ten (10) years. 5. RENT. In consideration of Lessee maintaining the Premises in good, clean, and attractive condition and state of repair per the Lease requirements, the County's standard rent shall be waived with respect to this Lease. Therefore, in consideration of Lessee's possession and use ofthe Premises as granted by this Lease, Lessee shall deliver and pay rent to County, during the term of this Lease, on or before the first day of each calendar month, hereinafter called the "Due Date," without any setoff, deduction or prior demand for payment. For the first 12- month period of this Lease beginning on the Commencement Date, Lessee shall pay such rent to County in the amount of ZERO DOLLARS ($0.00) per month ("Base Monthly Rent"). Thereafter, the Base Monthly Rent shall be subject to adjustment as provided in Section 6 (COST OF LIVING ADJUSTMENT) below. All rent due under this Lease shall be made payable to "County of San Diego", and shall be considered paid when delivered to: Real Property Section County of San Diego Airports 1960 Joe Crosson Drive El Cajon, CA 92020-1236 Provided, however, that County may, at any time, by written notice to Lessee, designate a different address to which Lessee shall deliver the rent payments. County may, but is not obligated to, send monthly rent invoices to Lessee. 6. COST OF LIVING ADJUSTMENT. For each 12-month period, beginning vnth the 13'^ month of this Lease, the Base Monthly Rent provided for above shall be adjusted to reflect any decrease in the purchasing power of the dollar following commencement of this Lease by the use of the foUovmig formula: R = AxB/C WHEREIN, R equals the Adjusted Monthly Rental for each month of the particular 12-month period for which the rent is being adjusted; A equals the Base Monthly Rent for the period ending October 31, 2015 as set forth above in Section 5 (RENT), which is $0.00; B equals the monthly Consumer Price Index, as hereinafter defined, for the month of July immediately preceding the period for which rent is being determined; and C equals the monthly consumer price index, as hereinafter defmed, for the month of July 2014; In no event, however, shall the adjusted monthly rental as determined by the formula above be adjusted to an amount less than the most recently adjusted Base Monthly Rent or to an amount that is equal to or greater than $10,000 per month or such higher amount as may be authorized by the Board in accordance with Govemment Code section 25537. The source for the Consumer Price Index numbers shall be that published by the United States Department of Labor, enthled Umted States Department of Labor, Bureau of Labor Statistics, Consumer Price hidex for the Los Angeles-Riverside-Orange County, CA Area, all hems ofthe index enthled" Consumer Price hidex for All Urban Consumers" for the Los Angeles-Riverside-Orange County, CA Area (1982-84 = 100). In the event that such index is not published for the Los Angeles-Riverside-Orange County, CA Area, then another comparable index or source generally reflective of the cost of inflation in Southem Califomia may be substituted by Director of Airports in his or her sole discretion. 7. LATE PAYMENT. (a) If Lessee fails to pay rent due hereunder wdthin fifteen (15) days of the time it is due and payable, such unpaid amounts shaU bear interest at the rate of ten percent (10%) per year from the date due to the date of payment, computed on the basis of monthly compounding with actual days elapsed compared to a 360-day year. In addition to such interest, the late payment by Lessee of any monthly rental due hereunder will cause County to incur certain costs and expenses not contemplated under this Lease, the exact amount of which costs bemg exfremely difficuh or impracticable to fix. Such costs and expenses will include, without limitation, administrative and collection costs, and processing and accounting expenses. Therefore, if any such monthly rental is not postmarked or received by County from Lessee within fifteen (15) days of the Due Date, Lessee shall immediately pay to County a late charge equal to five percent (5%) of such overdue amount. County and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to County for its loss caused by Lessee's nonpayment. Should Lessee pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of rent due hereunder. County's acceptance of this late charge shall not constitute a waiver of Lessee's defauh with respect to such nonpayment by Lessee nor prevent County from exercising all other rights and remedies available to County under this Lease or under law. (b) hi the event of a dispute between the parties as to the correct amount of Base Monthly Rent or Addhional Rent owed by Lessee, County may accept any sum tendered by Lessee in payment thereof, without prejudice to County's claim as to the proper amount of rent owing. If it is later determined that Lessee has not paid the full amount of rent owing, the late charge specified herein shall apply only to that portion ofthe rent still due and payable from Lessee. Notwithstanding any provision of this Section to the contrary, however, the Director of Airports may waive any late charge or interest. 8. USE. Use ofthe Premises shall be limhed to the current existing use as of the commencement date of this Lease, which consists ofthe temporary placement and use of a trailer on the Premises and operation ofthe Carisbad Hiring Center from that location. There shall be no expansion or change in use without written approval, in advance, from County of San Diego Airports. Any proposed expansion or change in use shall require an environmental review. Lessee shall take actions to ensure that all work in relation to this Lease is conducted in a safe and prudent manner. Lessee shall not use, or permh the use of the Premises other than for the purpose described above. Noncompliance by Lessee with this provision is grounds for immediate termination of this Lease by the Lease Administrator whhout the need for prior notice. In any case where Lessee is, or should reasonably be, in doubt as to the propriety of any particular use. Lessee may request, and will not be in breach or default if Lessee abides by, the written determination of the Lease Administrator that such use is or is not permitted. h 9. OCCUPANCY. Occupancy and all use of County property, including the Premises, shall be in accordance with the terms and conditions of this Lease and with the applicable laws, policies, regulations, orders, and grant assurances of the Umted States of America and the State of Califomia. Furthermore, Lessee shall comply with the applicable ordinances; Board poUcies; Auport minimum standards, policies and procedures; and rules and regulations of the County of San Diego. Where the Premises are subject to state or local permh requirements, Lessee shall comply with such requirements at Lessee's sole expense.. In the event of any conflict between the terms and condhions of this Lease and said laws, ordinances and regulations, the more restrictive shall apply. 10. n^JSURANCE REOUIREMENTS. Without luniting Lessee's indemnification obligations to County, Lessee shall provide at hs sole expense and maintain for the duration of this Lease, or as may be fiirther required herein, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the use ofthe premises under this Lease. The cost of such insurance shall be borne by the Lessee. a. Minimum Scope of Insurance. Coverage shaU be at least as broad as: i. Commercial General Liability, Occurrence form. Insurance Services Office Form CGOOO1. ii. Automobile Liability covering all owned, non-ovmed, and hhed auto, Insurance Services Office Form C AOOO 1. iii. Workers' Compensation, as required by State of Califomia and Employer's Liability Insurance. b. Minimum Limits of Insurance. Lessee shall maintam limhs no less than: i. Commercial General Liability includmg Premises, Operations, Products and Completed Operations, Contracttial Liability, and hidependent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The General Aggregate limit shaU be $2,000,000. ii. Automobile Liability: $1,000,000 each accident for bodily injury and property damage. Coverage will include contractual liability. iii. Employer's Liability: $ 1,000,000 each accident for bodily injury or disease. Coverage shall include a Waiver of Subrogation Endorsement in favor of County of San Diego. c. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by County Risk Management. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers; or the Lessee shall provide a financial guarantee satisfactory to the County guaranteeing payment of losses and related investigations, claim administration, and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain the following provisions: i. Addhional Insured Endorsement. Any general liability policy provided by Lessee shall contain an addhional insured endorsement applying coverage to the County of San Diego, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. ii. Primarv Insurance Endorsement. For any claims related to this Lease, the Lessee's insurance coverage shall be primary insurance as respects the County, the members ofthe Board of Supervisors of the County and the officers, agents, employees and volunteers ofthe County, !3 individually and collectively. Any msurance or self-msurance maintained by the Coimty, hs officers, agents, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. iii. Notice of Cancellation. Each required insurance policy shall be endorsed to state that coverage shall not be canceled by Lessee, except after thirty (30) days' prior written notice by certified mail, retum receipt requested, has been given to the County at the address shown in Section 3 of this Lease enthled "Administration and Notice". iv. Severability of Interest. Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or omission by one of the named insureds shah not reduce or avoid coverage to the other named insureds. e. Qualifying Insurers. All required policies of insurance shall be issued by companies which have been approved to do business in the State of Cahfomia by the State Department of Insurance, and which either hold a current policy holder's alphabetic and financial size category rating of not less than A-, VII according to the current Best's Key Rating guide, or are deemed a company of equal fmancial stability and approved in writing by County's Risk Management. f. Evidence of Insurance. Prior to effective of this Lease, but in no event later than the Commencement Date ofthe Lease, Lessee shah fumish the County with certificates of insurance and amendatory endorsements effecting coverage required by this Section. Thereafter, copies of certificates and amendatory endorsements shall be fumished to County within thirty (30) days of the expiration ofthe term of any required policy. Lessee shall permh County at all reasonable times to inspect any required policies of insurance. g. Review of Coverage. County retains the right at any time to review the coverage, form and amount of insurance required herein and may require Lessee to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection agamst the kind and extent of risk which exists at the time a change in insurance is required. h. Self-Insurance. Lessee may, with the prior writtei consent of County's Risk Management, fulfih some or all ofthe insurance requhements contained in this Lease under a plan of self-insurance. Lessee shall only be permitted to utilize such self-insurance if in the opinion of County's Risk Management, Lessee's (i) net worth, and (ii) reserves for payment of claims of liability against Lessee, are sufficient to adequately compensate for the lack of other insurance coverage required by this Lease. Lessee's utilization of self-msurance shall not in anyway limh liabilhies assumed by Lessee under the Lease. i. Waiver of Subrogation. Lessee and County release each other, and theh respective authorized representatives, from any Claims (as defined in the Section 22 of this Lease entitied "hidemnification"), but only to the extent that the proceeds received from any policy of insurance carried by County or Lessee, other than any self-insurance, covers any such Claims. Included in any policy or policies of insurance provided by Lessee hereunder shall be a standard waiver of rights of subrogation agamst County by the msurance company issumg said policy or policies. j. Failure to Obtain or Maintain Insurance: County's Remedies. Lessee's failure to maintain required msurance at all times during the Term or Lessee's failure to fumish certificates of insurance, amendatory endorsements and certified copies of policies, or failure to make premium payments required by such insurance, shall constitute a material breach of this Lease, and County may, at hs option, terminate the Lease for any such default by Lessee without the need for prior notice. k. No Limitations of Obligations. The foregoing insurance requirements as to the types and limhs of insurance coverage to be maintained by Lessee, and any approval of said insurance by the County are not intended to, and shall not in any maimer, limh or quahfy the liabilities and obligations otherwise assumed by Lessee pursuant fo this Lease, including, but not limited to, the provisions conceming indemnification. 1. Contractor's Insurance. Lessee shaO require that any and aO Contractors hired by Lessee are insured in accordance whh this Lease. If any Contractor coverage does not comply with the foregoing provisions. Lessee shall defend and indemnify the County from any damage, loss, cost or expense, including attomey fees, incurred by County as a result of Contractor's fahure to maintain requhed coverage. 11. ASSIGNING. SUBLEASING AND ENCUMBERING. Lessee shall not encumber the Premises or any appurtenances thereto and shall not assign its interest in this Lease. 11.1 Subleasing. Lessee shah not sublease the Premises. 12. UTILITIES. Lessee agrees to provide and pay for all utihties and services necessary for the occupancy and use of the Premises, including, but not limited to, gas, water, electricity, trash, sewage charges or septic service, and telephone; County shall have no responsibility to either provide or pay for such services. 13. ACCEPTANCE AND MAINTENANCE. A. Lessee acknowledges that Lessee has made a thorough inspection ofthe Premises, and that it accepts the Premises in their condition as ofthe Commencement Date. Lessee further acknowledges that County has made no oral or written representations or warranties to Lessee regarding the condhion of the Premises, and that Lessee is relying solely on hs inspection of the Premises with respect thereto. B. Lessee agrees at all times from and after delivery of the Premises, at hs own cost and expense, to repair, maintain in good and tenantable condition and replace, as necessary, the Premises and every part thereof Lessee shall provide for trash removal, at hs sole expense, and shall maintain all trash receptacles and trash areas in a clean and orderly condition. Lessee shall ensure that any debris resuhing from Lessee's use ofthe Premises, including debris from trees or other agriculture, is removed by Lessee at hs sole expense. Lessee agrees that any flooding or water damage to the Premises and/or the Airport property resuhing from Lessee's use ofthe Premises shall be repaired by Lessee at its sole expense. All use of the Premises shall be in compliance with all federal, state, and local laws, ordinances, and regulations, and with the terms of this Lease, includmg the requirements described in Section 33 (HAZARDOUS SUBSTANCES) and Section 34 (STORMWATER AND NON- STORMWATER DISCHARGES) of this Lease. All replacements made by Lessee in accordance with this Section shall be of like size, kind and quality to the hems replaced and shall be subject to County approval. Upon surrender of the Premises, Lessee shall deliver the Premises to County in good order, condition and state of repair, and shall remove all Improvements if required by County in accordance with Section 14 (IMPROVEMENTS AND ALTERATIONS) and Section 23 (VACATION OF PREMISES AND DISPOSITION OF IMPROVEMENTS. FIXTURES AND PERSONAL PROPERTY) of this Lease, but shall not be responsible for damages resuhing from ordinary wear and tear or for insured casualty losses covered by this Lease for which the County has received payment. C. 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 or perform such maintenance on behalf of and for the account of Lessee. If County makes or causes any such repairs to be made or performed, as provided for herein. Lessee shall pay the cost thereof to County within thirty (30) days of receipt of an invoice therefore. D. Lessee agrees to permh County, or hs authorized representative, to enter the Premises at all tunes during usual business hours to inspect the same, and to perform any work therein (i) that may be necessary to comply whh any laws, ordinances, rules or regulations of any public authority, (ii) that County may deem necessary to 15 prevent waste or deterioration in connection with the Premises if Lessee does not make, or cause to be made, such repairs or perform or cause to be performed, such work promptly after receipt of written demand from County, and (iii) that County may deem necessary in connection with the expansion, reduction, remodeling, protection or renovation of any portion of the Premises. Nothing herein contained shall imply any duty on the part of County to do any such work, which, under any provision of this Lease, Lessee may be requhed to do, nor shall County's performance of any repairs on behalf of Lessee constitute a waiver of Lessee's default in failing to do the same. No exercise by County of any rights herein reserved shall enthle Lessee to any compensation, damages or abatement of rent from County for any injury or inconvenience occasioned thereby. E. County reserves the right to further develop or improve the operations area ofthe Airport as it sees fit, regardless of the deshes or view of the Lessee and without interference or hindrance. County will endeavor to give Lessee advance notice regarding any projects that will impact Lessee's operations. 14. IMPROVEMENTS AND ALTERATIONS. Lessee shall not permanently attach, affix or connect any fixtures or other objects (hereinafter "Improvements") to the Premises, nor paint, aher, cut, add to, or otherwise make any aherations to the appearance, stmcture, or condhion of the Premises (hereinafter "Alterations") without the prior written consent of the Director of Ahports, whose approval shall not be unreasonably withheld. Lessee shall not dump concrete slurry on any County owned land without the prior written consent ofthe Director of Airports. Any Improvements that are proposed for the purpose of complymg with Section 28 (SECURITY) shaU be subject to approval as to form and design; however, any such approval shah not consthute an admission by County of the adequacy or sufficiency of such Improvements. Upon the termination of this Lease, County may, at its option, provide written notice requhing Lessee to completely remove any hnprovements from the Premises and restore the Premises to its condition prior to the Commencement Date, less any reasonable wear and tear to the Premises. Such removal shall be completed within thirty (30) days of receipt of written notice from County or within any other reasonable time period agreed upon by the parties. If Lessee refuses or neglects to remove such Improvements or any part thereof in a maimer reasonably satisfactory to County, County shall have the right, upon giving Lessee reasonable written notice of its election to do so, to remove such Improvements on behalf of and for the account of Lessee. If County makes or causes any such Improvements to be removed as provided for herein. Lessee shall pay the cost thereof to County within thirty (30) days of receipt of an mvoice therefore. Any Improvements made with the consent of the Director of Airports shall become property ofthe County and shall remain upon and be surrendered with the Premises upon termination of this Lease, without any compensation owed to Lessee in accordance with the provisions of Section 23 (VACATION OF PREMISES AND DISPOSITION OF IMPROVEMENTS. FIXTURES AND PERSONAL PROPERTY). However, County reserves the right to require Lessee to remove any such Improvements from the Premises. 15. RECORDS. ACCOUNTS AND AUDITS. Lessee shall, at ah times during the Term of this Lease, and for a period of at least five (5) years following termination or expiration of this Lease, keep or cause to be kept, trae and complete books, records and accoimts of ah financial transactions in the operation of all busmess activhies, of whatever nature, conducted pursuant to the rights granted herein. Such records shall also include the source and disposhion of all trash collected and disposed of by Lessee in the operation of its business. Said records must be supported by source documents such as sales slips, cash register tapes, purchase invoices or other pertinent documents. All Lessee's books or accoimts and records shall be kept and made available at one location within the limits ofthe County of San Diego. County shall have the right at any reasonable time to examine and perform audhs of Lessee's records pertaining to hs operations on the Premises. The cost of said audhs shall be borne by County; however, Lessee shall provide to County at Lessee's expense, necessary data to enable County to fully comply with each and every requirement ofthe State of Califomia or by the Umted States of America for information or reports relating to this Lease and to Lessee's use ofthe Premises. 16. TAXES. ASSESSMENTS AND FEES. The terms of this Lease may resuh in the creation of a possessory interest. If such a possessory interest is vested in Lessee, Lessee may be subjected to the payment of property taxes levied on such interest. Lessee shall be responsible for the payment of, and shall pay before they become delinquent, all taxes, assessments, and fees assessed or levied upon Lessee, on the Premises or upon any interest therein, including, but not limited to, on any buildings, structures, machines, apphances, or other improvements of any nature whatsoever, or on any interest therein. Lessee further agrees not to aUow such taxes, assessments, or fees to become delinquent, and as such to become a lien against said Premises or agamst any improvement thereon. Nothing herein contained shall be deemed to prevent or prohibit Lessee from contesting the validity or amount of any such tax, assessment, or fee in the manner authorized by law. 17. CONDUCT. Lessee and guests of Lessee shall at all times conduct themselves in a reasonably quiet and dignified manner so as to cause no annoyance or inconvenience to neighbors of Lessee and shall not violate, nor permh the violation of, any City or County ordinance, policy, or regulation, or state or federal law or grant assurance in or about the Premises. 18. SIGNS. Lessee shall not install nor permh the installation of any sign on the Premises without the prior written consent ofthe Director of Airports. 19. LANDSCAPING. Lessee agrees to mamtain in good and attractive condhion, and to cuhivate, care for, and adequately water, at Lessee's sole expense, the lawn, shrubbery, trees, and other ground cover on the Premises and between the Premises and adjoming streets. 20. RIGHT OF INSPECTION. County reserves the right for hs agents or employees to enter upon and inspect the Premises at any reasonable time to ascertain if Lessee is complying with the provisions of this Lease. 21 RIGHT TO SHOW PREMISES. County reserves the right, durmg the last sixty (60) days of this Lease, prior to termination, to conduct an "open house" ofthe Premises in order to facilhate re-leasing the Premises. Said "open house" shall not exceed four hours total duration (over a maximum of two separate days), and, when possible, shall be scheduled from 3:00 p.m. to 5:00 p.m., Monday through Friday. 22. INDEMNIFICATION. To the fullest extent permitted by law. County shall not be liable for, and Lessee shaU defend and indemnify County and hs elected officials, directors, officers, affiliated entities, assigns, licensees, invitees, agents, employees and volunteers (collectively "County Parties"), against any and all claims, deductibles, self-insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, except excluding attorneys' fees and court costs, (hereinafter collectively referred to as "Claims"), which arise out of or are in any way connected to the operations covered by this Lease or with occupancy and use of the Premises or adjacent County Airport property by Lessee arising either directly or indirectiy from any act, error, omission or neghgence of Lessee or hs officers, members, partners, employees, agents, contractors, licensees or servants, mcluding, without limhation, Claims caused by the sole passive negligence or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Lessee shall have no obligation, however, to defend or indemnify County Parties from a Claim if h is determined by a court of competent jurisdiction that such Claim was caused by the sole active negligence or willful misconduct of County Parties. 23. VACATION OF PREMISES AND DISPOSITION OF IMPROVEMENTS. FIXTURES AND PERSONAL PROPERTY. Upon termination of this Lease for any reason whatsoever. Lessee shall peaceably vacate and deliver the Premises to County in the same condhion as Lessee enjoyed upon hs acceptance ofthe Premises m accordance with Section 13 (ACCEPTANCE AND MAINTENANCE), ordinary wear and tear and acts of God excepted. Upon such termination Lessee shall (1) arrange and pay for the disconnection of all utihties and services ordered by Lessee; (2) surrender or remove, at County's discretion, any improvements made by Lessee after the Commencement Date in accordance with the provisions of this Lease; (3) provide a written statement to the Lease Administrator of Lessee's new address for purpose of refunding monies, if any, due Lessee under this Lease; and (4) deliver the keys for the Premises, if any, to the Lease Administrator or send said keys by certified mail to the Lease Administrator at the address stated in Section 3 (ADMINISTRATION AND NOTICE) contained herein. 24. FEDERAL AVL\TION ADMINISTRATION REOUIREMENTS. Lessee shall comply with all operational procedures and requhements as established by the federal govemment that are applicable to County as an airport operator, including without limitation, any FAA orders, County grant condhions, or Codes of Federal Regulation ("CFR"). In the event there is any conflict between the provisions in this Section and the other provisions in this Lease, the provisions in this Section shall take precedence. a. Lessee for hself, hs heirs, personal representatives, successors m interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant rannmg with the land that in the event facilhies are constracted, mamtained, or otherwise operated on the said property described in this Lease for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits. Lessee shall maintain and operate such facilhies and services in comphance with all other requhements imposed pursuant to Thie 49, Code of Federal Regulations, DOT, Subtitie A, Office ofthe Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation Effecttiation of Thie VI ofthe Civil Rights Act of 1964, and as said Regulations may be amended. b. Lessee for hself, hs personal representatives, successors in interest, and assigns, as a part ofthe 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 facilhies, (2) that in the constmction of any improvements on, over, or under such land and the fumishing 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 discrimination, (3) that Lessee shall use the Premises in compliance with all other requirements imposed by or pursuant to Thie 49, Code of Federal Regulations, Department of Transportation, Subthle A, Office of the Secretary, Part 21, Nondiscrimination m Federally-Assisted Programs of the Department of Transportation Effectuation of Thie VI ofthe Civh 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. County shall have the right to terminate this Lease and to reenter and repossess said land and the facilhies 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 21 are followed and completed including expiration of appeal rights. d. Lessee shall fumish hs accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and h shall charge fair, reasonable and not unjustly discrirmnatory prices for each unh 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-comphance 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 Govemments shall have the right to judicially enforce said Provisions. f Lessee agrees that h shall insert the above five (5) Provisions m any sublease, contract or agreement by which said Lessee grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the Premises herein leased. g. Lessee assures that h will undertake an affirmative action program as required by 14 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 activhies covered in 14 CFR Part 152, Subpart E. Lessee 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. Lessee assures that h wiU require that its covered sub-organizations provide assurances to Lessee that they simharly will undertake affirmative action programs and that they will requhe assurances from theh sub-organizations, as requhed 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 Airport as h sees fit, regardless of the desires or view of Lessee and wdthout interference or hindrance. i. County reserves the right, but shall not be obligated to Lessee, to mamtain and keep in repair the landing area of the Airport and all publicly owned facilhies of the Airport, together with the right to direct and control all activhies 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 ofthe Airport. k. There is hereby reserved to County, hs successors and assigns, for the use and benefit ofthe 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 airspace any noise inherent in the operation of any ahcraft used for navigation or flight through the said ahspace or landing at, taking off from or operation on the Airport. 1. Lessee agrees to comply with the notification and review requhements covered m Part 77 ofthe Federal Aviation Regulations in the event future constraction of a building is planned for the leased Premises, or in the event of any planned modification or aheration of any present or future building or structure situated on the leased Premises. m. Lessee, by accepting this, expressly agrees for hself, hs successors and assigns that h will not erect nor permh the erection of any stracture or object, nor permit the growth of any tree on the land leased hereunder, that conflicts with Part 77 ofthe 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 offendmg structure or object and cut the offending tree, all of which shall be at the expense of Lessee. n. Lessee, by accepting this Lease, agrees for hself, hs successors and assigns that h will not make use ofthe 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. 0. h is understood and agreed that nothing herein contained shall be constraed to grant or authorize the granting of an exclusive right within the meanmg of Thie 49 U.S.C. 40101 et seq. p. This Lease and all the provisions hereof shall be subject to whatever right the United States Govemment now has or in the future may have or acquire, affecting the control, operation, regulation and taking over of said Airport or the exclusive or non-exclusive use ofthe Airport by the Umted States during the time of war or national emergency. 10 25. NON-DISCRIMINATION. Lessee herein covenants by and for hself, hs successors and assigns, and all persons claiming under or through h, and this Lease is made and accepted upon and subject to the condition that there shah be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marhal status, national origin, ancestry and such other protected categories that may from time to time be added to Civil Code section 51 or other laws prohibiting discrimmation in the use, occupancy, tenure or enjoyment of the Premises; nor shall the Lessee hself, nor hs successors or assigns, nor any person claiming under or through h, establish or permh any such practice or practices of discrimination or segregation in the use ofthe Premises. 26. AFFIRMATIVE ACTION PROGRAM. Lessee shall comply with the Affirmative Action Program for Vendors as set forth m Article IIIK (Commencmg at Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of the Affirmative Action Program for Vendors will be fiimished to Lessee on request. 27. RELOCATION ASSISTANCE. Lessee hereby acknowledges and agrees that Lessee waives all rights to any form of Relocation Assistance provided for by local, state, or federal law to which Lessee may otherwise be enthled by reason of this Lease. 28. SECURITY. Lessee shall construct and maintam, with prior written approval as required by Section 14 (IMPROVEMENTS AND ALTERATIONS) fences, gates, walls and/or barriers on the Premises m a manner designed to prevent unauthorized access to the Premises. Lessee shall be solely responsible for and shaU provide for the security of hs Premises and all property stored on the Premises during the entire term of this Lease. County shall not be responsible for the security of the Premises or Lessee's property. 29. LEASE SUBORDDSfATE TO CONDITIONS AND RESTRICTIONS. This Lease shall be subordmate to and subject to the terms, condhions, restrictions and other provisions of any existing or future permit, lease, grant, and/or agreement between County and the United States of America and/or any other local, state or federal agency, relative to the control, operation or maintenance of the Airport, the execution of which has been or wih be required as a condhion precedent to the operation or control of the Airport, or to the expenditure of federal fimds for the Airport. Lessee agrees to be bound by such terms, condhions, restrictions and provisions and, whenever the County may so demand, to execute, acknowledge or consent formally to such terms, conditions, restrictions or provisions. 30. UNLAWFUL USE. Lessee warrants that no improvements shall be erectpd, operated or mamtained within the Premises, nor shall any business or other activity conducted or carried on therein or therefrom, in violation ofthe terms of this Lease, nor in violation of the terms of any federal or state grant agreement with County regarding the County-owned and operated airport system, nor in violation of any regulation, order of law, statue, bylaw, or ordinance of a governmental agency havmg jurisdiction and any breach of said warranty shall constitute a breach of this Lease. 31. ABANDONMENT. If Lessee abandons the Premises, or is dispossessed by process of law or otherwise, any personal property belonging to Lessee and left on the Premises sixty (60) days after such abandonment or dispossession shall be deemed to have been transferred to County. County shall have the right to remove and to dispose of such property without liabhity therefore to Lessee or to any person claiming under Lessee without obligation to account therefor. Within thirty (30) days of the receipt of an invoice from County, Lessee shall reimburse County for all County costs to remove and dispose of such property less any sums received by County from the sale or other disposhion ofthe property. 32. WAIVER. No provision of this Lease or the breach thereof shall be deemed waived, except by written consent ofthe party agamst whom the waiver is claimed. The waiver by County of any breach of any term, 11 id covenant or condhion contained in this Lease shall not be deemed to be a waiver of such term, covenant or condhion of any subsequent breach thereof, or of any other term, covenant or condition contained in this Lease. County's subsequent acceptance of partial Rent or Fees or performance by Lessee shall not be deemed to be an accord and satisfaction or a waiver of any preceding breach by Lessee of any term, covenant or condhion of this Lease or of any right of County to a forfeiture ofthe 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, condhions or agreements of this Lease shah not be constraed as in any manner changing or waiving tiie terms of this Lease or as estopping County from enforcing in fuU the provisions hereof No custom or practice which may arise or grow up between the parties hereto in the course of administering this Lease shah be constraed to waive, estop or in any way lessen fhe right of County to insist upon the flih performance of, or compliance with, any term, covenant or condhion hereof by Lessee, or constraed to mhibh or prevent the rights of County to exercise its rights whh respect to any defauh, derehction or breach of this Lease by Lessee. 33. HAZARDOUS SUBSTANCES. Regardless ofwhether any obligation to comply with the procedures of this provision falls upon the land owner, the owner ofthe Improvements or the user of the Improvements, Lessee shall nonetheless be solely responsible for fully complying with all present or future rules, regulations, restrictions, ordinances, statutes, policies, laws and orders of any govemmental entity regarding: a. Any Improvements installed or aherations made on the Premises including, but not limited to, storage tanks, pipelines, pumps, and all other stractures and equipment. Lessee is not authorized to make any Improvements or Aherations to the Premises without the prior written consent of the Director of Ahports pursuant to Section 14 (IMPROVEMENTS AND ALTERATIONS); and b. The storage, distribution, processing, handling or disposal of hazardous substances including, but not limhed to, gasoline, diesel, aviation fiiels, lubricatmg oils, solvents, chemicals, and hazardous substances designated m Labor Code Section 6382 and Health & Safety Code Section 25316. If any hazardous substance as defmed above spihs, leaks or is discharged from any fachity on the Premises, Lessee shall immediately make all repahs necessary to prevent fiirther spills, leaks or discharges and shall immediately clean up and promptly dispose ofthe spilled hazardous substance and any soil contaminated by the spill. If Lessee fails to make the required repahs, to clean up the spill or to properly dispose of any contammated soil. County may, after written notice to Lessee, take all steps, which County deems necessary to make the necessary repairs, to clean up the spill and to dispose of any contaminated soil. Lessee shall, within thirty (30) days of receiving a bill from County, reunburse County for the cost of all such repairs and clean-up work that County has done or has had done. Lessee shall be solely responsible for paying aU fines, damages and penalties imposed by any govemmental agency relating to the production, storage, distribution, processing, handling, disposing, spilling, leaking or discharging of any hazardous substance as defmed above. 34. STORMWATER AND NON-STORMWATER DISCHARGES. The County's airport property, which mcludes the Premises (collectively "Airport" as used m this Section), is subject to federal, state and local laws regarding the discharge of pohutants into the stormwater conveyance system in stormwater and non-stormwater. The programs established by these laws regulate existing activhies, the constraction process, and impose design requirements on new development and redevelopment. The development related parts ofthe local stormwater program implement a region-wide model plan, the Standard Urban Stormwater Management Plan or "SUSMP". In addhion to the SUSMP, County has developed a Stormwater Pollution Prevention Plan ("SWPPP") for the Airport that provides for the elimination of prohibhed non-stormwater discharges and the prevention of stormwater pollution through the development, installation, implementation and maintenance of 12 ai pollution prevention measures, source control measures, and Best Management Practices ("BMPs"). BMPs can include operational practices; water or pollutant management practices; physical site features; or devices to remove pollutants from stormwater, to affect the flow of stormwater or to infiltrate stormwater to the ground. Lessee is required, and agrees, to use, operate, maintain, develop, redevelop and retrofit the Premises in accordance with ah applicable federal, state and local laws resfricting the discharge of non-stormwater at or from the Ahport; and all such laws, regulations, or local guidance requiring pollution prevention measures, source control measures, or the installation or use of BMPs. Lessee fiirther agrees to develop, install, implement and/or maintain, at Lessee's sole cost and expense, any BMPs or similar pollution control devices required by federal, state and/or local law and any implementing regulations or guidance. Lessee further agrees to conform to the specifications in the County of San Diego Watershed Protection, Stormwater Management, and Discharge Control Ordinance, Ordinance Nos. 9424 and 9426, as currently enacted or subsequently amended to comply with any revised or replacement regional stormwater permhs, (whether or not such County ordinances are legally applicable to Lessee at this Airport) and to the specifications in the SWPPP for the Ahport as the same may be amended from time to time by the County Board of Supervisors or the Director of the County Department of Public Works ("DPW"), respectively. Lessee understands and acknowledges that the stormwater and non-stormwater requirements applicable to the Airport and to Lessee may be changed from time to time by federal, state and/or local authorhies, and that additional requirements may become applicable based on changes in Lessee's activhies or development or redevelopment by Lessee or County. County may amend the SWPPP for the Airport in response to such changes, or to implement any County program for stormwater and non-stormwater management at the Airport. Lessee agrees to develop, mstah, implement, and maintain such addhional BMPs and/or other pollution control practices at the Premises at Lessee's sole cost and expense. To the extent there is a conflict between any federal, state or local law, ordinance, regulation, policy, applicable SUSMP, or SWPPP for the Airport, Lessee shall be obligated to comply with the more restrictive provision. Lessee shall provide County with unrestricted access to the Premises and/or all pertinent records upon seven (7) days written notice for the purpose of monitoring the implementation and maintenance of required BMPs and/or other pollution control devices at the Premises. Failure to provide County with access or to implement, develop, install, and maintain any pollution control practices or BMPs required by this Section shall be grounds for immediate termination of this Lease whhout the need for prior written notice. 3 5. SUBSTANCE ABUSE. Lessee and hs employees and agents shall not use or knowingly allow the use of the Premises for: (1) the purpose of unlawfully driving a motor vehicle under the influence of an alcoholic beverage or any drug; or (2) the purpose of unlawfully selling, serving, using, storing, transporting, keeping, manufacturing or givmg away alcoholic beverages or any controlled substance, precursor, or analog specified in Division 10 ofthe Califomia Health and Safety Code. Violation of this prohibhion shall be grounds for immediate tennination of the Lease without the need for notice of termination. 36. SPECIAL CONDITIONS. a. Conflict. Lessee and County agree that in the event there is any conflict between the provisions in this Section and any other provisions in this Lease, the provisions in this Section shall govern; provided, however. Section 24 (FEDERAL AVL^TION ADMINISTRATION REQUIREMENTS) shall take precedence over all other sections m this Lease including Section 36 (SPECIAL CONDITIONS). b. Reservations as to Navigational Aids. County reserves tiie right for hs agents or employees to enter the Premises to maintain, replace, repair or mstall air navigational aids including lighting in, on, over, under and across the Premises in a manner which will not unreasonably interfere with Lessee's use ofthe Premises. c. Traffic and Safetv. Lessee shall exercise sufficient care and caution entering and leaving the Premises to prevent accidents and unnecessary interference with the flow of traffic in the vicinity of the Premises. Lessee 13 shall be responsible for caution signage, safety barricades, safety lighting and traffic control. It shall be the responsibility of Lessee to secure the Premises after each day's activities are completed. d. Personal Property. Lessee understands and agrees that Lessee's personal property is not insured by the County and County is in no way responsible for any losses to Lessee's personal property regardless of cause. Lessee is encouraged to obtain property insurance for all of Lessee's personal property. 37. ENTIRE LEASE AGREEMENT. This Lease, together with all exhibhs attached hereto, constitutes the entire agreement between the Lessee and the County with respect to the subject matter hereof, and aU prior or contemporaneous agreements, understandings and representations, oral or written, are superseded. 38. AUTHORITY. Lessee represents and warrants that h has full power and authority to execute and fiilly perform hs obligations under this Lease pursuant to its goveming instruments, without the need for any further action, and that the person(s) executmg this Lease on behalf of Lessee are the duly designated agents of Lessee and are authorized to do so. 39. CAPTIONS. The captions, headings and index appearing in this Lease are mserted for convenience only and in no way define, limh, construe, or describe the scope or intent of the provisions of this Lease. 40. COUNTY APPROVAL. Except where stated herem to the contrary, the phrases "County's approval," and "County's written approval" or such similar phrases shall mean approval of the Director of Airports in writing. 41. CUMULATIVE REMEDIES, hi the event of a defauh under this Lease, each party's remedies shall be limhed 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 enthled. 42. FORCE MAJEURE, hi the event either party is prevented or delayed from performing any act or discharging any obligation hereunder, except for the payment of rent by Lessee which shall not be subject to this provision, because of any and ah causes beyond either party's reasonable control, including unusual delays in deliveries, abnormal adverse weather condhions, unavoidable casuahies, strikes, labor disputes, mability to obtain labor, materials or equipment, acts of God, govemmental restrictions, regulations or controls, any hostile govemment actions, civil commotion and fire or other casualty, legal actions attacking tiie validity of this Lease or the County's occupancy of the Premises, or any other casualties beyond the reasonable control of either party except casuahies resulting from Lessee's negligent operation or maintenance of the Premises ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Force Majeure shall not include any bankraptcy, insolvency, or other fmancial inability on the part of either party hereto. 43. GOVERNING LAW. JUISDICTION AND VENUE. This Lease shall be govemed, constraed and enforced m accordance with the laws of the State of Califomia. Jurisdiction and venue over any disputes regarding this agreement shah rest m the San Diego County Superior Court located in downtown San Diego, Califomia. 44. INTERPRETATION. The parties have each agreed to the use of the particular language of the provisions of this Lease, 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. 45. JOINT AND SEVERAL LIABILITY. If more than one person or entity executes this Lease as Lessee, each of them is jointly and severally liable for all of the obligations of Lessee hereunder. 14 12 46. PARTIAL DSTVALIDITY. If any provision of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shah not be affected thereby. Each provision shall be valid and enforceable to the fullest extent permitted by law. 47. PAYMENTS. Except as may otherwise be expressly stated, each payment required to be made by Lessee shall be in addhion to and not in substitution for other payments to be made by Lessee. 48. TIME OF ESSENCE. Time is of the essence of each and every provision of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSEE: CITY OF CARLSBAD BY: C^T^^^^fllZ^^^—^^^1^ Dated: 02 /lO > /201B Print Name and Title: Steven R. Sarkozy, City Manager LESSOR: COUNTY OF SAN DIEGO, a Pohtical Subdivision ofthe State of Califomia BY: Dated: / / PETER DRINKWATER, Director of Airports Department of Public Works 15 EXHIBIT "A" Premises Plat CITY OF CARLS EAD r/P 3Z-20J5SS Z03-050-2S 16 1 »T5*V RECORDING REQUIRED BY: AND WHEN RECORDED MAIL TO: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 APN: 90-0425-A Space Above for Recorder's Use Memorandum of Lease County of San Diego, a political subdivision of the State of California ("Lessor"), being the owner of the certain real property legally described in Exhibit "A" attached hereto ("the Property"), and City of Carlsbad ("Lessee"), hereby provide constructive notice that, on , 2015, Lessor and Lessee executed and delivered a written lease. County Contact No. PA-SL-101 ("the Lease"), pertaining to the Property pursuant to the terms of which Lessee has the right to occupy the Property for a term of 5 years commencing November 1, 2014 and ending October 31, 2019, all on the terms and subject to the conditions contained in the Lease which are hereby incorporated by reference. Dated: 2015 COUNTY OF SAN DIEGO By_ PETER DRINKWATER Director of Airports CITY OF CARLSBAD Name: Steven R< Sarkbz jj^lg. CJrty Manager CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califoi!ftia County of /J/2/yU T)(^-M) On efore me, ) Date personally appeared N ^re insert Name and Title \or thie Officer Name(s) ofSigner0 who proved to me on the basis of satisfactory evidence to be the personfs) whose name1(6) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same in his/hefif'their authorized capacity^), and that by his/befi%heir signature(^ on the instrument the person(^, or the entity upon behalf of which the person^ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tme and correct. WITNESS my hand and official seal. Signature' \^yiyU}Kj/i{J^ ^^^^ Signature duiotary Place Notary Seal Above OPTIONAL Thougii this section is optional, completing this infonnation can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above; Capacity(ies) Claimed by Signer(s) Signer's Name: Document Date: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attomey in Fact • Tmstee • Guardian or Conservator • Other: Signer Is Representing: Signer's Name: . • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 EXHIBIT "A" Premises Plat CITY OF CARLSBAD f/P 32-2015S& 2O3-OS0-E5 'Or- LOCATION MAP BUENA VISTA LAGOON HWY 78 LEGEND: SLURRY SEAL - MAJOR STREETS SLURRY SEAL - VARIOUS LOCAL STREETS PROJECT NAME 2014 SLURRY SEAL PROJECT PROJECT NUMBER 6001-14SS EXHIBIT PLOmO BY: scon EVANS PLOT DATBe/10/U PATH:D:\mANSPORTAVC»l bEPARrmit\pESI&l maON\SCHAUBl£\2014 ^URRY SEAL\2m4SS LOCATION UAP.DVIG 2.0