HomeMy WebLinkAbout2012-02-14; City Council; Resolution 2012-03519
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RESOLUTION NO. 2012-035
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 CARLSBAD, CALIFORNIA, CONSENTING TO AN AMENDMENT
OF THE SUBLEASE AGREEMENT BETWEEN PALOMAR
4 TRANSFER STATION, INC. AND COAST WASTE
MANAGEMENT, INC. FOR A PORTION OF THE PALOMAR
5 TRANSFER STATION,
6 WHEREAS, the City of Carlsbad ('City") leases the Palomar Facility to Palomar Transfer
7 Station, Inc. ("PTS"); and
8 WHEREAS, PTS has a sublease with Coast Waste Management, Inc. (CWM) for use as
9 a trucking terminal ("Sublease"); and
"IO WHEREAS, the City and PTS have an agreement for transfer station and disposal
services ("Agreement"); and
"12 WHEREAS, neither party to the Agreement shall enter into any further sublease of the
^ Palomar Transfer Station without the prior written consent of the other party.
'^^ NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct.
2. That the City Council of the City of Carlsbad hereby provides written approval for
''^ PTS to amend the Sublease, effective June 1, 2012 as set forth in Exhibit "2".
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council
of the City of Carlsbad on the 14th day of February 2012, by the following vote to Wit
AYES:
NOES:
Council Members Hall, Kulchin, Blackburn, Douglas, Packard.
None.
ABSENT: None.
LOPRAINE M. WOOD, City Clerk
(SEAL)
«. .1 B F 1, ^.
FIRST AMENDMENT TO SUBLEASE
AND DISPOSAL AGREEMENT
Vhis f-irsi Amcndiiionl io SubleLi^c and l"Jispo>;il .Agreeinont is cnlcred inu) und ctTccti\c us oi'
No\einbLT 1, 20] I (ihc 'iMrsl Aincmlmem"). by and beuvccn PAI>0\!AR TRAN.SFER STATION,
INC., a ("alilbrnia corporaiinii CPaUmutr"') and ALI,IKI) WASTK INDUSTRIES, INC:. ("AWr")
and COAST \\ ASTK MANAGEMENT, INC.. a Caiifunna eorporalion. a Waste Managemcni
cimipany, and its afniiates (coliccln civ, "WMr") Jbr iho purpose ofunicnding that certain Sublease
and Disposal AyrecmenT. dalcd .May M. 2000. entered into between Palomar. AWI,.Coasi and Waste
Management. Inc. (the -WM! Sublease"), a eop\ ofuhich W\Mi Sublease is auached hereto as Lxhibit
A,
RE( MAES
A. Palomar. pursuan! lo the terms ofthat certain Sublease .Agreement dated June 1. 2002
(the •Transt'er Slati{)n Sulilease") between Palomar and the City of C arlsbad (the "City"), subleases
that certain real properly located in ihe Cily ofCarlsbad. Counly of San Diego. Califomia ideniilied as
San Diego Counly 'Xssessor's Parcel Number 97-0O8fi-A I and known as thc Palomar l-aciliiy (the
'•properly"), whieh consists. amtHig other thnigs. of a solid waste transfer station, office space, parkmg
and mainEenancc facilities, ail as more pariicnkniy described in the Transier Station Sublease, a copy
of whieh Transfer Siatioii Lease is anaclicd hereto as (•xhibil B.
H. The Transfer Station Sublease is subjeci lo the lerms and conditions of lhat certain
Palomar T'ranster Slahon Lease Agreemeni. daictl October 31. 19')7 (the "Master Lease"), between the
Connt\ of San Diego and thc City (by Assignment of Lease dated .lune I. 2002 between Palomar and
[he Citv), a copv ol which Master Lease is ailached hereto as i-xhibil C.
C. I'alomar and WMI base enteretl inni that certain Transport and Disposal Agreement,
dated of e\cn dale herewith.
D, Palomar and .AWI are in the process of negotiating a renewal ofthat certain agreement
enlitled '•Agreemeni ibr fransfer Station and Disposal Services between the City ofCarlsbad and
Palomar Transfer Stanon. Inc."" ("{arlsbad f)!sposal Agreement") with ihe City ofCarlsbad. and Coast
is m the process of uegtHiainig a renewal of lhat ceruini agreemeni cninlcd ••( 'oLUnict i'or tbe Pro\ ision
of Solid Waste Services" ("Carlsbad Collection AgrcomenC) wath the City ofCarlsbad, Both Parties
believe in good faith ihat both agreemcnis w ill be apprtnod anti cxccutetl prior lo ,lnne 1. 2012.
h. Landlord and Tcnaiu are desn-ons of entering mto this First .Amendment foi the purpose
of extending the Term, providing for an adjustment in thc rental rale to be paid during the J-xiended
rerm (as detlned heroin), and to modify thc addresses tor purposes of notice.
NOW Tllf.RLJ-OKL„ tor good and \akiah!e consideration, ihe receip! of which is heieb)
acknowied-icd. Landlord and Tenant agree as foll<n\ s:
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A(;REEMI:NT
1. CONDI"f!(.)N PRLCLDl-.Nf:
This first Amendment is expressly conditioned upon, and shal! be of no Ibrce and
effect, unless WM! and thc City ofCarlsbad enter into a renew-a! ofthe Carlsbad
Collection Agreement ihat becomes elTeeiive on or betore Juno I, 2012 WMI may
waive this condition precedem, upon written notice to Palomar and AWL
Phis First Amendment is further expressly conditioned upon, and shall be tjf no Ibrce
and effect, uidcss bolh ofthe following occur: (a) Palomar, AWI and thc Cily of
Carlsbad enter into a rene\ud ofthe Carfsbad Disposal Agreement; and (b) Palomar,
AWI and WMI enter into a •'Transportation and Disposal Agreement" regarding the
ileli\ci'y by WMI of certain San Diego Count) waste streams to Palomar and AWi, as
more panicnlarly described in thai agrccmeiU. Palomar and AWI may waive this
condiiion precedent, upon wntien notice to WML
2. TL.RM:
'fhe "ferm oi'ihc WMI Sublease shail be extended for a ten (10) year period beginning
on .hiiie 1. 2012 and runnmg through and including May }]. 2022 provided Siie Transfei
Station Sublease and thc Master Lease arc stiil validly exi.sting (the "Hxtendcd 'ferm").
at which lime lenant shall vacate thc Premises in accordanco with the terms and
conditions ofthe WVl! Sublease, as amended by this First Amendment. The W'M!
Sublease shall expire on .lune 1. 2(l22 unless otherwise extended by written agreemcm
ofthe parlies hereto, or their successors ov assigns, and there shall be no requirement of
any written notice of ternnnation to be provided hy Palomar. AWI. {'oast or WM! to
cifcct such lermmaiion upon the expiiuiion ofthe L.xicndcd lerm.
3. RLNT;
The base monlhly rent effccnve June 1. 2012, and continumg for each and every month
during ihc Fxleiuieil Term, shall be the sum of Sixty fhousand and 00-100 Dollars
(Sf^iO.OOO.OOKfor an annual rent equal to Seven liundrcd Twenty Thousand and 00 100
(S72().000.00)) due and payable in aecordance wnli ihc terms ofthe WMI Sublease. Thc
Rem hereunder shall be subjeci lo a perceniage increase only based on the annual
increases in collection rates applied hy thc Cily ol'Carlsbad pursuant to Ihc Carlsbad
( (dlection .Agreemeni. However, under no circumstances shall thc Rent hereunder be
dccrea.scd ifthe rate applied b\ ihc Cily ofCarlsbad pursuant lo thc Carlsbad Collection
.\grcemcnt decreases, rather in lhat case there shall be no adjustment for the year m
which tiiere was nn increasc.
4. WMLS OBLIC.ALIONS:
Secnon .vita), lines 12 and L> of thc WMI Sublease are amended lo delete "WMI may
also deliver adduional amounts of .Acceptable Waste, other than thc Carlsbad
Acceptable Waste, from lime to time, m amounts to be determined bv WML"
FI:LS:
Section 5.1 ofthe WM! Sublease is itclcied in its entirely and replaced vvith thc
Ibliou ing:
For the acceplance, lransp(»rlatu)n and disposal by Palomar and AWI of Acceptable
Waste generated m or collected m thc Ctty ofCarlsbad and delivered to the Paloniar
fransfer Station pursuant to seclion .>. 1. WMi, Coast and then- alTihates will pay PTS
the per ton fco cslablished m the Carlsbad AgreemenL as such fee is adjusled frcmi time
io hme pursuanl to iho terms ofthe Carlsbad Disposal Agreemeni. as it may he
amendei.1 from lime to lime,
Seclions .5.2 and 5.} ofthe WM! Sublease are deleted in their entirely.
Section 5.5. lines I and 2 i>f ihe WMI Sublease are amended to delete "Section 5..3 and
5,4" and substiuile "Seclion 5.1."
NOTICI-S:
Noiwithslanding anything io ihc ettnlrary in the WMI Sublease, spcciilcally mcluding
hut not hniilcd lo the prov ision of Section 10.7. ihc address for notices lo Palomar and
AWI shall be as follows:
(f to Palomar .AWI: Palomar Transfer Station. Inc.
,Alln: ,lames I. Ambroso. \'ice President
Wnh a copv lo: Republic Services, inc,
18500 North Allied Way
Phoemx, An/ona S5054
.Attn: (ieneral Counsel
if lo WML (."oast W'asio Management, inc.
5960 Ll Camino Roal
Carlsijad. CA ')2108Tm7
Attn: IJislricl Manager
W'llh a copv to: W'asto Managcmoni W estern Croup
7025 N, Scottsdale Road
Suite 2(i0
Scollsdaic, A/ S525.*i
Attention: (iroup l-Cgal Counsel
PR}:SL.RVATK)\ 0FTL;RMS:
l.xcepl as modified hcreni. ali terms and conditions ofthe WMI Subioase shall remain
in full tbrco and cffeci. Capiiali/cd lenns not defined herein shall have the meaning
ascribed lo them in Ihc WMI Sublease.
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Signed, sealed and delivered as of the date below each signature:
PALOMAR:
Bv:
Na^io: ,ht|Mi's T, Ambroso. Vice Presidenl
Dalc:""^ " //' J>0 '/^
AWI:
By: Allied Waste Iitdustnes. Inc.
a Dehm are corporation
(ieneral l^aiiner
WMi: ^
Bv:
"V," .lasoai Rose. Market Area Vice Presidenl
Datc-X \^\V^'"yNV\
CONSEN r I O SUBEEASE
WHi:Rl:AS. Till- COUNTY OF SAN DILCiO. hereinaflor relcncd to as ••County", has leased
a portion ofthe McClellan-Palomar Aupori (thc "Property") to ihc City ofCarlsbad. a municipal
eorporalion, hereinafter referred to as "Ciiy". b\ Uiai certain l*aiomar Transfer Station Lease
-Agreement, dated October 31.1 M'H (die "Master Lease") (b\ .Assignmenl of Lease dated .lunc I. 2002
betweon Palomar Transfer Station. Inc. ("Palomar") and the City); and
W! 11:RI:AS, Palomar. pursuant lo the lerms ulThal certain Sublease .Agreement dated June I.
2002 (the "1 ransfor Station Sublease") beiwcon PaUnnar and the Cily of Carfsbad (the "City"),
subleases ihe Property that is the suhjecl ofthe Masier Lease;
Wl ILRi;A.S. Palomar. by iho terms ofthat certain Sublease and Disposal .Agreement, dated
.May 31, 2000. entered into between Palomar. Allied Waslc industries, inc.. Coast Waste Managemeni.
Ine. ("CoasCh and Waste Management. Inc.. subleases a porboii ofthe Property m Coasi and tho
parlies ihereio desire u> extend the lease tenn of the Subioase and Disposal Agreement;
WHL.RFAS. the Master Lease requires the consent ofihe County and the Transfer Slation
Sublease requires thc consent ofihe City for any sublease of ihe Properly, including ihc Sublease and
Disposal .Agreemeni;
WliL.RI-.AS. flic Board of Supcrvtsois of llie (_'ouniy of San Diego has authon/od the Director
of (ieneral Sor\ ices, on behalf of ihe Counly lo consoni to such sublease;
WiiLR!-..AS. fhe City Council ofihe City ofCarlsbad has authori/cd . on
beiialf of the City to consent lo such sultlease;
NOW, THLRLTORi'.. County, acting through the Direcior uf (Ieneral Services, does liereby
consent to said sublease and the .Master Lease. Ihe terms and coiidiiions of said Master Lease shall
prevail.
COL^N i Y OF SAN DiLCiO
iiy:
Name:
Fiile:
[( itv' (.. os^sent Signalure follows On Next Page]
NOW^ THFRLi-ORL, Cily. actnig through the City Manager
consent to said sublease.
. docs herebv
CILY OFCARLSBAD
Ih':
Name. Matt Hall
Title: Mayor