HomeMy WebLinkAboutReso - CC - 110-2018RESOLUTTON NO. 1 10-2018
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING THE
CONSTRUCTION OF PARALELLING STATION 3 ON CITY PROPERTYAND AUTHORIZING
THE CITY MANAGER TO EXEGUTE A REAL ESTATE AGREEMENT AND RELATED
DOCUMENTS
The City Council of the City of Burlingame, Califomia resolves as follows
WHEREAS, in 2015, Caltrain certified the Final Environmental lmpact Report (FEIR) for the
Peninsula Corridor Eleclrification Project (PCEP), which included 10 proposed paralleling stations
along the conidor to power its electrified trains; and
WHEREAS, in March and April of 2018, City and Caltrain staff analfzed a total of four different
sites for PS-3, but due to right-of-way constraints and lack of available maintenance access, Caltrain
determined the most cost effective and readily implementable solution to be on the west side of the
tracks near the intersection of Califomia Drive and Mills Avenue, resulting in an addendum to its
FEIR for the PCEP on July 12, 2018; and
WHEREAS, Burlingame residents along California Drive were upset to learn the PS-3 site
would be in close proximity to the residential neighborhood and expressed strong opposition to the
proposal; and
WHEREAS, after multiple discussions among Burlingame elected officials, City staff,
Caltrain, and County Board of Supervisor representatives, including extensive analysis and a site
visit, City staff determined that PS-3 could be located adjacent to the Public Works Corporation Yard
Parking Lot and would remedy the right-of-way constraints, lack of available maintenance access,
and concerns identified by City staff and residents; and
WHEREAS, in order to successfully relocate PS-3 in an industrial area on the east side of
the tracks, the City and Caltrain have negotiated the attached draft Real Estate Agreement; and
WHEREAS, in order to avoid unnecessary delays and substantial costs to Caltrain that would
be occasioned by delaying this action until the next available Council meeting, Council wishes to
confer the necessary authority to the City Manager to execute a Real Estate Agreement and
implementing documents now, and allow for any minor adjustments as the City Manager deems
necessary in order to facilitate the goals and key terms identified in this Resolution and its
accompanying staff report.
1
WHEREAS, Paralleling Station 3 (PS-3) was originally identified in the FEIR as located in
Burlingame on the west side of the railway tracks, north of Broadway near the intersection of
California Drive and Lincoln Avenue, but that location has been determined to be in conflict with the
future Broadway Grade Separation Project footprint, notably the planned retaining walls that will
support the partially raised tracks; and
NOW THEREFORE BE IT RESOLVED, DETERi'INED AND OROERED BY THE
COUNCIL, AS FOLLOWS:
The City Manager is hereby authorized to execute a Real Estate Agreement in substantially
the form attached between the City of Burlingame and Caltrain and all necessary
implementing documents including easements and deeds for the purpose of granting Caltrain
the required access and property rights on a portion of the Public Works Corporation Yard
Parking Lot to facilitate the relocation of PS-3 along the east side of the railway tracks in the
industrial zone; and
2. The Council authorizes staff to coordinate with Caltrain to work out the details and logistics
of the required temporary construction easement and maintenance access on City property
to minimize operational impacts to the extent feasible.
Michael Brownrigg,
1
r
AYES:
NOES:
ABSENT:
l, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlinga , certify that the
foregoing Resolution was introduced at a regular meeting of the City Council held on the 20t day of
Auqust, 2018, and was adopted thereafter by the following vote:
Councilmembers: BEACH, BROWNRIGG, COLSON, KEIGHRAN, ORTIZ
Councilmembers: NONE
Councilmembers: NONE
eag n el-f,lerkcCity
2
REAL ESTATE AGREEMENT
by and between
THE CITY OF BURLINGAME
and
PEIYINST]LA CORRIDOR JOINT POWERS BOARD
Parcel: JPB-SM2-0318
ty2018, ("Agreement Date") by and
Bur
parcel of real estate located at 1361 North Carolan Street,
known as the "Burlingame Corporation Yard" ("Yard") in
Califomia municipal corporation, with its primary at 501 Primrose Road,
Burlingame CA 94010-3997 ("City" or "Lessor")Joint Powers Board, a Joint
Powers Authority, with its primary business 1250 San Avenue, San Carlos, CA
94070 ("Caltrain" or "Lessee") for the lease of ofland (the "") to be used as the site
for an electrical paralleling station for the Cal rail service and Lessee may be
refered to individually as a "Party" or collectively ,P the this Agreement."
CIT
These recitals are a substantive portion
A. Lessee rancisco Bay Area region
incl
B. Lessee is Electrification Project ("PCEP") which
TS -way between San Francisco and San Jose
Report ("FEIR") for that project in
5'
needs to install electrical facilities along its right-of-
paralleling stations to provide power to operate the
is plarured for Burlingame and is referred to as "PS-3";
City
the City of Burlingame;
The original location planned for Caltrain's paralleling station in Burlingame, which
was approved in the FEIR, is in conflict with the location of facilities that will be
needed for the plarured construction of a railroad grade separation project at
Broadway in Burlingame;
Caltrain considered several altemative locations, all on the west side of its tracks
because feasible options were not available on the east side ofthe tracks, but the City
has offered to make available certain rights at its Yard to facilitate the siting ofPS-3
Page I of 19
14754047.t
C
D
E
F
Januarv
part ofthe
including
ol
Ground Lease/Peninsula Corridor Joint Powers Board
entered into this _ day of
of Burlingame, California" a
PREAMBLE
This real estate agreement ("Agreement" or "[rase") is
Parcel: JPB-SM2-0318
on the east side, away from residences;
G On August 2,2018, the Caltrain Board ofDirectors approved Resolution 2018-28,
which authorized its Executive Director to approve an Addendum #5 to the FEIR to
include the location offered by the City, provided suitable property rights can be
obtained in a prompt fashion; and
H. Lessee desires to lease a portion ofthe Yard (the ") and to obtain attendant
easement rights over other portions ofthe Y to construct and maintain
PS-3 (the "Project") in the location City and to obtain a temporary
construction easement, consisting of 4,000 square feet, and
a pennanent access easement actoss to access the Premises.
In consideration ofthe above referenced reci following commitments,
and obligations ofthe Parties, Lessee and Ci as follows:
AG
In order to provide a I Caltrain ling on a portion ofthe Yard and
in consideration ofthe olthis Agreement
and ofthe payments , and Lessee leases from City,
Burlingame, County of Sancertain improved
Mateo, State of Cal ly a maximum of 2000 square feet
ofdevel t A, attached and incorporated herein by
the Premises and the easements listed in
Secti revlew upon before any documents are recorded
2.G
Ia order to provide to the Premises, and to areas required for the construction of
PS-3, City will grant following easements over the Yard, in the forms attached as
Exhibits B and C respecti in the general locations shown on Exhibit A:
A perpetual access and maintenance easement over, across and through the Yard; and
A temporary construction easement for the duration ofthe construction ofPS-3.
A For purposes ofall leasehold rights and interest created by this Agreement, the term
of this Agreement shall commence on August 21 , 201 8 (also known as the "Effective
Date") and shall terminate fifty five (55) years thereafter or August 21, 2073 ("Lease
Page 2 of 19
14754047.t
at 1361 Carolan
A
B
Ground Lease/Peninsula Corridor Joint Powers Board
1. LEASEOFPROPERTY rffi. 1
to be made City
property
and is more
2
evidencing
to
3. AGREEMENT DATE AND TERM OF THE AGREEMENT
LX
Parcel: JPB-SM2-0318
Term"), unless Lessee exercises an option to extend the Agreement as provided
below.
Subject to the terms and conditions set forth in this Section, Lessee hereby is granted
the right and option ('Renewal Option") to extend the term of this Lease for an
additional 44-year term(s) ('Renewal Term"). Lessee shall exercise the Renewal
Option, if at all, by giving written notice to City ofLessee's election to extend the
Term no earlier than one hundred and eighty ( I prior to the end ofthe Lease
Term and no later than ninety (90) days end ofthe Lease Term. Lessee
shall be entitled to exercise the Renewal only if:
(l) Lessee has comp lied conditions ofthe Agreement
pri or to the date o and,
@ Lessee is not at e of exercise in
4. USEOF PROPERTY
The Premises shall
paralleling station as
and operate an electrical
Lessee not use or permit the Premises,
or any to be purpose other than as set
forth with the City nor for any use in
vlo le , rules or regulations.
B. Lessee at during the term of this Agreement, at its
to ect in a clean and sanitary condition and in
presen applicable laws, ordinances and rules or
at all faith{irlly obey and comply with all laws, rules
to the Project adopted by federal, state, local or other
es or ents or officers thereof. l-essee frrrther agrees to
maintaining and adhering to reasonable restrictions related to
and persons in the Corporation Yard facility.
B
A
li
C. The cooperate in the event that, in the future, Caltrain requires more
extensrve through the Yard to undertake major repairs, which will be
conducted in a marmer so as to minimize impacts to the operations of the Yard.
Following completion ofthe construction ofthe Broadway gmde separation project,
the Parties agree to consider allowing the City to use a portion ofthe Caltrain Right-
of-Way for additional parking for the Yard, provided such areas are not required for
rail operations.
Page 3 of 19
14754M7.1
D
f any
com
gof
with
Ground Lease,/Peninsula Corridor Joint Powers Board
the Agreement.
or
5. RENTANDCOMPENSATION
and
The payment for the easements referred to in Section 2 above ("Payment"), shall be
$ I 50,000 to be paid by Lessee to the City within 90 days ofreceiving an invoice from
the City. The Payment is intended to make the City whole for the actual cost of
securing replacement parking for its vehicles displaced by the temporary construction
easement and for mitigating permanent ity operations.
6. DELINQUENEYGIABGE
A
B
If the Payment is not received by Lessor within fi
shall be subject to a delinquency charge for vio this
equal to one-tenth ofone percent (0.1%) of payment
the date such required payment amount and ble until
payment amount has been received by the City.
7. CONSTRU S
By executing this Agreement, the City c
on attached Exhibit D.
surrounding the PS-3
on the Premises,additi ties to support the continued safe
and effrcient operati o the specifically and in writing consents to such
construction.which con witbheld. All federal, state, and local laws
date it is due, then Lessee
for damages, of a sum
day for each day from
of said required
PS-3 based as generally shown
landscaping screening
shall be constructed
permitting laws, must be adhered to in the
(1
F
and re
event
TERATI N
Lessee shall all equipment and utility lines serving the Project to
their point of lines. Lessee waives the right to make repairs at the
expense ofthe City ofthe provisions ofSections 1941 and 1942 ofthe Civil Code
of Califomia relating further agrees that if and when any repairs, alterations,
additions or betterments made by it as this paragraph provides, it promptly shall pay for
all labor done or materials furnished in that behalf and shall keep Premises and Lessee's
possessory interest therein free and clear of any lien or encumbrance of any kind whatsoever
The Lease is temrinable by City upon the occurrence ofan event ofdefault as provided below, or by
Caltrain without cause on 30 days' advance written notice to the City.
The occurrence ofany ofthe following shall constitute a material breach and default ("Default") of
Page 4 of 19
t4754M7.1
PS.3,
at its
with
Ground Lease/Peninsula Corridor Joint Powers Board
Parcel: JPB-SM2-0318
Upon execution of this Ageement, Caltrain shall pay the City rental for the Premises
in the amount of $1.00 per year, for $55.00 for the full term ofthe lease.
9. TER}IINATINGTHEAGREEMENT
8.
this Lease by Lessee:
C
IO. STATEANI)
A. Lessee shall, at all
orders ofthe Federal
ofBur
11.
Lessee shall
consent of the Ci
are in conformance
Parcel: JPB-SM2-0318
th all a le laws, rules and regulations and
of County of San Mateo and City
rcq ts ofall applicable federal, state
ES the Project. Lessee shall, at
keep in force, during the entire term of this
all permits and licenses required by such
or any new signs or placards without the prior written
by the Planning Director of the City of Burlingame that the sigrs
Burlingame ordinances.
A.
B.
Any failure by Lessee to pay when due any of the Rent or other charges payable by
Lessee;
A failure by Lessee to observe or perform any other provision of this Lease to be
observed or performed by Lessee when such failure is not corrected within 45 days
after written notice thereof from Agency; or if failure cannot be cured within
this 45 day period, as determined by Agency le discretion, ifsuch cure
is not commenced within 30 days of
pursued to completion;
notice and thereafter diligently
by for a period ofmore than
LI AND
B
Lessee agrees to pay the cost ofall utilities fumished to it in connection with its use and occupation
of the Premises. The City is not obligated to provide or pay for any utility services, but in the event
the City by arrangement with Lessee provides or pays for any utility services, Lessee shall pay the
City for such services or reimburse to the City any payment the City has made for such services not
later than the first business day ofthe calendar month following Lessee's receipt from the City ofa
billing statement for said services or reimbursement. Any and all other utility services required by
Lessee shall be provided by Lessee at its expense.
13. TAXESANDASSESSMENTS
Page 5 of 19
t4754047.1
l, paint,
Ci
Ground Lease/Peninsula Corridor Joint Powers Board
and loci*
its sole
The abandonment or the
90 consecutive days;
12. UTILITIES
Parcel: JPB-SM2-0318
The parties do not expect the site to be taxed, but iftaxes are assessed, the Lessee agees to pay all
lawfrrl taxes, assessments or charges which at any time may be levied by the State, County, City or
any tax or assessment lelying body upon any interest in this Agreement or any possessory right
which Lessee may have in or to the Premises covered hereby by reason of its use or occupancy
thercof or otherwise, as well as all taxes, assessments and charges on goods, merchandise, fixtures,
appliances, equipment and property owned by it in or about the Project and shall hold City harmless
therefrom.
14.DAMAGE ORDESTRUCTIO
A. General Provisions. City shall uired to injury or damage to the
Project or the Premises,the extent of. gi ligations under this
Agreement. City and Lessee srons
Sections 193 1933(4) o Code of Califo and any other
provisions of time to in effect during the term of this
Agleement and ofpartial or total destnrction of
the
and 1 providing for repairs to and of
and Les that ve rights upon any damage
the Premises shall be those specifically set
t4.
the of any statutes that relate to termination of
is destroyed and agree that such event shall be govemed
CATION
It is an express conditi on t that the City of Burlingame shall be fiee from any and
all liabilities and claims for and/or suits for or by reason ofany death or deaths or any injury
or injuries to any person or persons or damages 1o property of any kind whatsoever, whether the
person or property ofl-essee, its agents or employees, or third persons, from any cause or causes
whatsoever while on the Premises or any part thereof during the term of this Agreement or
occasioned by any occupancy or use of the Premises or any activity carried on by Lessee in
connection with this Agreement.
Page 6 of 19
t4754047.t
1.
2
LD15.
ons
ses.
S
the terms o
City
leases w
Ground Lease/Peninsula Corridor Joint Powers Board
To the extent permitted by law, Lessee hereby covenants and agrees to protect, defend, indemnifu
and to save harmless the City from all liabilities, charges, expenses, including counsel fees and costs
on account ofor by reason ofany such death or deaths, injury or injuries, liabilities, claims, suits or
Parcel: JPB-SM2-0318
losses, however occurring, or damages for which Lessee shall become legally liable arising from
Lessee's negligent acts, erors or omissions by Caltrain or its employees, agents or contractors on the
Premises or with respect to or in any way cormected with this Agreement. This obligation to
indemnifr, defend, and hold harmless the City extends to criminal or negligent acts committed by
agents or contractors ofLessee while on City property or accessing the Premises.
Lessee shall not be liable for damag e caused by City or its employees, agents or contractors. To the
extent permitted by law, the City hereby covenarfis and agre tec! defend, indemnifr and to
save harmless the Lessee from all liabilities, charges, exp uding counsel fees and costs on
1n uries, liabilities, claims, suits or
losses, however occurring, or damage s for which Ci e legally liable arising from
negligent acts, errors or omissions by the City or i loyees, ag contractors on t}le Premises
or with respect to or in any way connected wi ment.
16. INSURAN CE R.EOUIREMENTS
at all times for the t
msurance coverage m
forth in attac
tional
A t, and s c
comm
, at Lessee's own cost and expense,
en y authorized extension thereof,
the ents herein indicated and set
h reference. Lessee and City
ce po licies required under this
o the City under the terms ofthis
Page 7 of 19
t4'154047.1
I force
p
Agreem pon on of ement, and before commencing any work
under,with City Clerk of the City of Burlingame, and
the o r the City for adequacy ofprotection, proper
certl ts nsurance req uirement as set forth in Exhibit E
City of the coverage required in Exhibit E is
thin Les lf-1n retention and agtees to accept such coverage.
B.A cate or ficates evidencing such insurance coverage and endorsements
shal filed the City Clerk of the City of Burlingame prior to the
term ofthis Agreement, and said certificate and endorsement,
as app I provide that such insurance coverage will not be canceled or
reduced without at least thirty (30) days prior wriuen notice to the City Clerk. At
least thirty (30) days prior to the expiration ofany such policy, a certificate showing
that such insurance coverage has been renewed or extended shall be f,rled with the
City Clerk. If such coverage is canceled or reduced, Lessee shall, within fifteen (1 5)
days after receipt ofwritten notice from the City ofsuch cancellation or reduction in
coverage, file with the City Clerk a certificate showing that the required insurance
has been reinstated or provided through another insurance company or companies.
lnco
ts
Ground Lease/Peninsula Corridor Joint Powers Board
account of or by reason of any such death or deaths,
A. Lessee agrees to
shall
I7. LIENS
Parcel: JPB-SM2-0318
Lessee shall pay for all labor done or materials fumished in the repair, replacement, development or
improvement of the Premises by kssee and shall keep the Premises and kssee's possessory interest
therein free and clear ofany lien or encumbrance of any kind whatsoever created by Lessee's act or
omission.
18. ASSIGNMENTANDSUBLETTING
Lessee shall not voluntarily, involuntarily or by operation o assign, mortgage or otherwise
encumber, all or any part oflessee's interest in this the Premises or sublet the whole
or any part ofthe Premises (any and all ofwhich referred to as a "Transfer"),
except as specifically p€rnitted by this Agreemen by Lessor in writing, whicht
consent shall not be unreasonably withheld. The Lessee may contract
with third parties to operate its commuter rail or permit other to operate tralns on lts
Right-of-Way. Any third parties or maintainmg,working on the
in favor ofthePremises at the behest oflessee shall be subject sarne
City as imposed under Paragmph 16 f this
19.
A t any Hazardous Material (as
ln t the Premises by Lessee,
as is necessary for the eflicient
as ls for and maintenance opera tlons.
on sor have the right to terminate the Agreement,
the event that (i) Lessee has been required
or ty to take remedial action in connection with
the Premises, ifthe contamination resulted from
ses; or, (ii) Lessee is subject to an enforcement
go tal authority in connection with the release, use,
f a Hazardous Material on the Premises, but only such order
req the Premises.
C. Assi If (i) any anticipated use of the Premises by any
proposed asslgnee or sublessees involves the generation or stomge, use, treatment or
disposal or release of Hazardous Material in a manner or for any purpose; (ii) the
proposed assignee or sublessees has been required by any prior Lessor, lender or
governmental authority to take remedial action in connection with Hazardous
Material contaminating a property, if the contamination resulted from such party's
action or use ofthe Foperty in question; or, (iii) the proposed assiglee or sublessee
is subject to an enforcement order issued by any govemmental authority in
connection with the release, use, disposal or storage ofa Hazardous Material, then it
shall not be unreasonable for Lessor to withhold its consent to an assignment or
subletting to such proposed assignee or sublessee.
Page 8 of l9
t4754o47.1
req
its
and
B
use o
em
ofPS-
or
S
issued
Hazardous
by any
Ground Lease/Peninsula Corridor Joint Powers Board
D
Parcel: JPB-SM2-0318
Hazardous Materials Defined. The term "Hazardous Material(s)" shall mean any
toxic or hazardous substance, material or waste or any pollutant or contaminant or
infectious or radioactive material, including but not limited to, those substances,
materials or wastes regulated now or in the future under any ofthe following statutes
or regulations and any and all ofthose substances included within the definitions of
"hazardous substances," "hazardous waste," "hazardous chemical substance or
mixnre," "imminently hazardous chemical bstance or mixture," '1oxic
substances," "hazardous air pollutant," "to t" or "solid waste" in the (a)
"CERCLA" or "Superfund" as amended 42 U.S.C. Sec.960l et seq.; (b)
RCRA, 42 U.S.C. Sec. 6901 et seq.;U.S.C. Sec. 1251 et seq.; (d)
CAA, 42U.S.C. 78401 et seq.; (e l5 . Sec. 2601 et seq.; (f) The
Refuse Act of 1899, 33 U.S.a07; (g) o 29 U.S.C. 651 et seq.;
(h) Hazardous Materials T onAct,49U.S.C.801 etseq.;(i)USDOT
Table (40 CFR Part 302 and ) or the EPA Ta CFR Part 302 and
amendments); O Califomia Su Cal &
seq.; (k) Cal.Waste C . Health &
25100 et seq.; (l)lo gne . Water Code Sec. 13000 et seq.;
(m) Hazardous Waste U , Cal. Health & Safety Code
Cal.
Sec. 25300 et
Code Section
Safety Code Sec. 25249.5 et
Tank Law, Cal. Health &
Sec. 25220 et seq.; (n) "
seq.; (o)Su
80 et
&
S
40 et
Substance Act. Cal. Health
Iaw, Cal. Health & Safety Code
s Release Response Plans and Inventory,
Secs.25541; (s) TCPA, Cal. Health and Safety
ons promulgated pursuant to said laws or
Sec. 3
Cal.
s.2 t
or are defined in the federal, state and local
orders es. Hazardous Materials shall also mean any
and wastes which are, or in the future become
, state or federal law for the protection of health or
which are classified as hazardous or toxic substances. materials
or or contaminants, as defined, listed or regulated by any federal,
state or order or by common law decision, including, without
limitati oroethylene, tetracholoethylene, perchloroethylene and other
chlorinated ts; (ii) any petroleum products or fractions thereof; (iii) asbestos;
(iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde;
and, (vii) radioactive materials and waste.
Lessor's RiCfit to Perform Tests. At any time prior to the expiration ofthe Lease
Term, Lessor shall have the right to enter upon the Premises in order to conduct tests
ofwater and soil and to deliver to Lessee the results ofsuch tests to demonstrate that
levels of any Hazardous Materials in excess of permissible levels has occurred as a
result of Lessee's use of the Premises, provided that Lessor's activities on the
Premises shall not block entrances to the Premises nor unreasonably interfere with
Lessee's use of the Premises, provided that if City seeks to enter upon the Caltrain
Page 9 of l9
t4154o47.1
E
seq.;
Ground Lease/Peninsula Corridor Joint Powen Board
Safety
' any
laws,
. and all
regulated
Act,
Parcel: JPB-SM2-0318
Right-of-Way, it will be required to comply with all necessary, then-current
requirements, including the execution of any necessary permits or other access
documents and compliance with applicable safety procedures. Lessee shall be solely
responsible for and shall indemnifr, protect, defend and hold Lessor harmless from
and against all claims, costs and liabilities including actual attomey's fees and costs
arising out of or in connection with any removal, remediation, clean up, restoration
and materials required hereunder to retum the Premises to its condition existing prior
to the appearance ofthe Haz-ardo us Materials fo ch Lessee is responsible. The
r has a reasonable basis fortesting shall be at Lessee's expense only
suspecting and confirms the presence o Materials in the soil or surface or
groundwater in on, under or about the Project, which has been caused
by or resulted fiom the activities o lts employees, contractors or
invitees.
F. Environmental Audits. Upon by Lessor during
periods, prior to vacating the SSE
Term and option
submit to Lessor
an en ompany acceptable to
terms of thiscompliance with
, defend (by counsel
ld harmless from and against
es,
ution ue of the ises, damages for the loss or
le le space or of any amenity ofthe Premises,
or marketing of the Premises) and sums
cleanup costs, site assessment costs,
and fees, judgrnents, administrative rulings or
an environmental
Lessor- The aud
Agreement.
G. Hazardous
any
witho
restricti
es an
it dence
le to
c
o of or injury to any pe6on or damage to any property
ut limitation, gloundwater, sewer systems and
from,r caused or resulting, during the Lease Term, by the
in, on, under or about the Premises by Lessee, Lessee's agents,
emp or invitees or at Lessee's direction ofHazardous Material, or by
Lessee'ly with any Hazardous Materials Law, whether knowingly or
by strict
limitation, and whether foreseeable or unforeseeable, all costs of any required or
necessary Hazardous Materials management plan, investigation, repairs, cleanup or
detoxification or decontamination of the Premises and the presence and
implementation of any closure, remedial action or other required plans, and shall
survive the expiration ofor early termination ofthe Lease Term. For purposes ofthe
indemnity provided herein, any acts or omissions oflessee or its employees, agents,
customers, sublessees, assignees, contractors or subcontractors ofLessee (whether or
not they are negligent, intentional, willful or unlawful) shall be strictly attributable to
Lessee.
Page l0 of l9
14154t)47.1
cl
tation,
attom
orders,
tsoever
sphere),
eordi
lic
Ground Lease/Peninsula Corridor Joint Powers Board
and/or expenses (including,
Lessee's indemnification obligations shall include, without
Parcel: JPB-SM2-0318
20 INTENTIONALLYBLANK.
2I. SURRENDERANDHOLDINGOVER
Lessee covenants that at the expiration of the term of this Agreement, or upon its
earlier termination, it will quit and surrender the Premises in good state and
condition, reasonable wear and tear and damage by the elements excepted. The City
upon and take possession of
the Premises. Should Lessee hold over the Premises after this Agreement
has been terminated in any manner, suc over shall be deemed merely a
tenancy from month to month and of $500.00 per month for a
maximum period of one year,yln but otherwise on the same
terms and conditions as herein
B. It is understood and agreed contained in
at after of the term of
this Agreement or its termlnati sA not create anv
right in Lessee for e t from the City upon expiration of
the term ofthis its earli ination or upon the termination of
any holdover tenancy acknowledges and agrees
entitled to any relocationthat upo
e l, Division 7, Chapter 16, of
A.
t
the ons 7260, et seq.) with respect
to any business vities upon the expiration of the term of this
on or upon the termination of any holdover
time ofany ofthe terms, conditions or covenants or
ent or of any forfeiture shall be deemed or taken as a
ofthe same or ofany other term, condition or covenant
or contained, nor ofthe strict and prompt perlormance thereof. No
ssion ofthe City to re-enter the Premises or to exercise any right,delay,
power or ge, or option, arising from any default, nor any subsequent
acceptance of rent then or thereafter accrued shall impair any such right, power,
privilege or option or be construed a waiver ofany such default or relinquishment
thereof, or acquiescence therein, and, after waiver by the City of default in one or
more instance, no notice by the City shall be required to restore or revive time as
being of the essence in this Lease. No option, right, power, remedy or privilege of
the City shall be construed as being exhausted by the exercise thereof in one or more
instances. It is agreed that each and all of the rights, powers, options or remedies
given to the City by this Agreement are cumulative and not one of them shall be
exclusive ofthe other or exclusive ofany remedies provided by law, and that exercise
Page ll ofl9
t4754o47.1
tlon o
waiver by
of
any
Ground Lease/Peninsula Corridor Joint Powers Board
shall have the right upon termination to enter
shall give
Lessee any right to occupy the
)',
ofthe
A.
B
Parcel: JPB-SM2-0318
of one right, power, option or remedy by the City shall not impair its rights to any
other right, power, option or remedy.
ln no event shall this Agreement be construed to limit in any way (i) the City's rights,
powers or authority under the police power and other powers ofthe City to regulate
or take any action in the interest ofthe health, safety and welfare of its citizens or
(ii) Lessee's rights and privileges as an individual or corporate resident and/or citizen
23. RIGHT TO INSPEC'L PBEMISES
The City or its duly authorized representati
upon the Premises at any and all reasonable
or governmental entity of the City of
United States of America as provided
waived or limited by this Agreement.
Bur State of Califomia and/or the
le laws, except as expressly
and other or lt, may enter into or
the term ofthis for the purpose
of determining whether or not Lessee is comp the and co or for any
other purpose incidental to rights of ty,acti!,ltles on shall not
block entrances to the Premi ses nol th Lessee's use ofthe Premises and
provided further, due to the proximity t-of-Way, City will comply will all
necessary, then-current requirements to ay, including the execution of
all necessary permits or Lessee's then-current safety
procedures.
24. DI G
and refuse in a sanitary manner and in
forth game City Code. Lessee agrees not to place
any or or about the Premises. Lessee shall provide an
area or o Premises for the cleaning of garbage cans and for the
placemento not wash or clean waste containers except within
the desigrated
screened fiom
bage can storage and the garbage can cleaning area shall be
25. EXTENSIONS
The City shall have the right to grant reasonable extensions oftime to Lessee for any purpose or for
the performance of any obligation of Lessee hereunder.
26. SUCCESSORS
Each and every one ofthe provisions, agreements, terms, covenants and conditions herein contained
to be performed, firlfilled, observed and kept shall be binding upon the heirs, successors, assigns and
personal representatives ofthe parties hereto, and the rights hereunder, and all rights, privileges and
benefits arising under this Agreement and in favor of either Party shall be available in favor ofthe
1y
ac
the
th
and
Trash
Ground Lease/Peninsula Corridor Joint Powers Board
Lessee
to
Page 12 of 19
14754047.1
Parcel: JPB-SM2-0318
successors and assigns thereof, irrespectively provided no assignment by or through Lessee in
violation of the provisions ofthis Agreement shall vest any rights in such assignee or successor.
27. TIME OF ESSENCE
Time is hereby expressly declared to be ofthe essence of this Agreement.
28. NOTICES
All notices to the Parties to this Agreement shall, unless se requested in writing, be sent by
mail, facsimile or personally delivered to the addresses . The notices shall be
deemed served and delivered three (3) days after ln ted States mail by first class
mail or personal delivery or upon receipt of a Any notice permitted or
required to be served upon the City may be
City of Burlingame
Attention: Syed Murtuz4 Director
501 Primrose Road
Burlingame C A 9 40 1 0 -3997
Any notice permi tted or
Peninsula Corridor
Attention: Manager
1250 San Carlos Avenue
San Car 13
(650)
or by
to be
lic Works
Develo
upon
36s
29. E
In furtherance of to ensure that equal employment oppornmiry is achieved and
nondiscrimination is all City-related activities, it is expressly understood and agreed
with respect to Lessee's in conducting the Project:
That Lessee shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, national origin, age, physical handicap or
veteran's status. Lessee shall take afftrmative action to ensure that applicants and
employees are treated fairly. Such action shall include, but not be limited to the
following: employment, upgrading, demotion, transfer; recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training, including apprenticeship.
B. That Lessee shall, in all solicitations or advertisements for employees placed by or on
Page l3 of l9
t4't54$'t.l
A.
owers
Estate
I
e at (650)
Ground Lease/Peninsula Corridor Joint Powers Board
on
Parcel: JPB-SM2-0318
behalf of [,essee, state that all qualifred applicants will receive consideration for
employment without regard to race, color, religion, sex, national origrn, age, physical
handicap, or veteran's status.
A. No arbitration or civil action with respect to any dispute, claim or controversy arising
out of or relating to this Agreement, except
commenced until the matter has been su
cooperate with one another in selecting a
proceedings, said mediation to take p , Califomia.
B. Either Party may commence m by the other Party a written
notice of mediation, setting subject of the the reliefrequested.
Each Party agrees to participate eight (8)hours of on before resorting
to litigation in the San Mateo
event the Parties are unable to agree
upon a mediator wi foll o the date of the written Notice of
Mediation, the Parties the to the American Arbitration
Assoc shall es shall share equally in the
P ve liefprior to the mediation to
pre pleti process. Except for an action
too relief,Party may commence arbitration or a civil
action wi tted to mediation until after the completion of
5) days after the date of filing the written
whi first.
I not exceed one day (eight (8) hours). The Parties may
time for mediation under this Agreement. Mediation
commencement ofarbitration or a civil action, ifthe Parties so
E.The co iator shall be bome by the Parties equally. However, all costs,
fees, ex any attomey's fees related to such mediation activities are to be
paid by the Party having incurred such fees, costs and expenses.
nonpayment of rent, may be
mediation. The Parties will
The provisions of this paragraph may be enforced by any court of competent
jurisdiction.
F
Lessee, upon performing its obligations hereunder and while not in default, shall have the quiet and
undisturbed possession ofthe Premises throughout the term of this Agreement.
Page l4 of 19
t4'154M7.l
Ground Lease/Peninsula Corridor Joint Powers Board
30. DISPUTERESOLUTION
and in scheduling the mediation
C. The Parties may
costs
3I. OTIIET POSSESSION
Parcel: JPB-SM2-0318
32. CONSENT AI\D APPROVAL
Whenever the City's consent or approval is required, under the terms and conditions of the
Agreement, said consent or approval shall not be uffeasonably withheld.
33. INTENTIONALLYBLANK
34. SEYERABILITY
The invalidity ofany provision ofthis Agreement as a court of comp€tent jurisdiction
shall in no way affect the validity of any other pro
35. ENTIREAGREEMENT MOD
This Agreement contains all agreements ofthe with to any tioned herein.
No prior agreement or pertalrung matter shal ve. This
y, signedAgleement may be modified rn
modification.
36. CUMULATTVE
No remedy or electi
be cumulative with
37.
Subj
provlsl
succes
es in interest the time of the
ive but shall, wherever possible,
at law ulty.
cting
o
or subletting by Lessee and subject to the
t shall the parties, their personal representatives,
tate of Califomia shall govem this Agreement. The
language of construed with its fair meaning and not strictly for or
against the C lty
38. ST
Title to the leasehold estate
rights-of-way, and other matters of record on the date ofapproval by the City Cormcil.
39. NO PARTI\IERSHIP ORJOINT VENTURE
Nothing in this Agreement shall be construed to render the City in any way or for any purpose a
partner, joint venture or associate in any relationship with Lessee other than that of Landlord and
Tenant, nor shall this Agreement be construed to authorize either to act as agent for the other.
40. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF CITY
Page 15 of 19
14754u47.1
y prov
Article 9,
asslgns.
s ofthis
by this Agreement is subject to all exceptions, easements, rights,
Ground Lease/Peninsula Corridor Joint Powers Board
Parcel: JPB-SM2-0318
4I. INDEPENDENTCONTRACTOR
It is ageed that Lessee shall act and be an independent contractor and not an agent nor employee of
City.
42.
Following execution of this Agreement, either sole shall be entitled to record a
memorandum of Agreement in the official San Mateo . Upon termination or
MEMORANDUM OF LEAS E
expiration ofthis Agreement, Lessee shall
interest.
The Parties acknowledge
by the following signatures of their d
this Agreement shall become operative
APPROVED AS TO FORM
KA
City
record a quitc as to its leasehold
tions ofthis Agreement as evidenced
It is the intent of the Parties that
set forth and defined above.
corp
terms
ATTEST:
LISA GOLDMAN
City Manager
501 Primrose Road
Burlingame CA 9 40 I 0 -3997
Telephone:
Fax Number:
Citv Clerk
PENINSULA CORRIDOR JOINT POWERS BOARD
a Joint Powers Authoritv
Page l6 of l9
141540/.7.1
Ground Lease/Peninsula Corridor Joint Powers Board
Approved as to Form:
No official or employee of City or Caltrain shall be personally liable for any default or liability under
this Agreement.
BRIAN FITZPATRICK
Director, Real Estate and Development
Parcel: JPB-SM2-0318
1250 San Carlos Avenue
San Carlos, CA 94070-1306
Telephone Number: (650) 508-7781
Page l7 of l9
147v047.t
Attomev
Ground Lease,/Peninsula Corridor Joint Powers Board
REAL ESTATE AGREEMENT
by and between
TIIE CITY OF BURLINGAME
and
PENINST]LA CORRIDOR JOINT POWERS BOARD
EXHIBITA
SITE DESCRIPTION
Page I of I
14754047.r
Ground Lease/Peninsula Corridor Joint Powers Board,/ Exhibits
R-EAL ESTATE AGREEMENT
by and between
THE CITY OF BT]RLINGAME
and
PENINSULA CORRIDOR JOINT POWERS BOARD
EXHIBIT B
PERMANENT NON.EXCLUSIVE ACCESS AND MAINTENANCE EASEMENT
Page 2 of I
14754047.1
Ground Lease/Peninsula Corridor Joint Powers Board/ Exhibits
REAL ESTATE AGREEMENT
by and between
THE CITY OF BURLINGAME
and
PEMNST]LA CORRIDOR JOII{T POWERS BOARD
EXHIBIT C
TEMPORARY CONSTRUCTION AND MAINTENANCE EASEMENT
Page 3 of I
t4754o47.t
Ground Lease/Peninsula Corridor Joint Powen Board,/ Exhibits
REAL ESTATE AGREEMENT
by and between
THE CITY OFBT]RLINGAME
and
PEMNSULA CORRIDOR JOINT POWERS BOARI)
EXHIBITD
PAYMENT SCIIEDULE
Page I of I
147540/7.t
Ground Lease/Peninsula Joint Powers Board/ Exhibits
REAL ESTATE AGREEMENT
by and between
THE CITY OF BURLINGAME
and
PENINSULA CORRIDOR JOINT POWERS BOARI)
EXHIBIT E
INSURANCE REOUIREMENTS
Lessee shall purchase and maintain the insurance policies set forth below on all of its operations
under this Agreement at itytheir sole cost and expense. Such policies shall be maintained for the firll
term ofthis Agreement and the related warranty period (ifapplicable). For purposes ofthe insurance
policies required under this Agreement, the term "City" shall include the duly elected or appointed
council members, commissioners, officers, agents, employees and volunteers of the City of
Burlingame, Califomi4 individually or collectively.
Page I of I
1475404?.1
Ground Lease/Peninsula Joint Powers Bo*d,/Exhibits