HomeMy WebLinkAboutPurissima Hills Water District (3)FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("Amendment") is made and entered into on
/g , 200, by and between the TOWN OF LOS ALTOS HILLS, a municipal
co poration, ("Town") and PURISSIMA HILLS WATER DISTRICT, a public agency,
("District").
RECITALS
A. District and Town entered into a Lease Agreement on December 10, 2004
("Lease") authorizing the Town to use a portion of the La Cresta Tank Site for the Town's
emergency communications system.
B. The Lease provides that the Town will in stall its own antenna tower at the eastern
portion of the District's property.
C. Town and District subsequently determined that the location for the antenna tower
identified in the Lease for the Town's emergency communications system could be more
efficiently located, and therefore the Town and the District agreed to install its antennas on the
District's antenna tower.
D. Because the District's antenna tower could not accommodate both the District and
Town antennas, the Town and District have decided to design and install a new antenna tower
supported with a bracket on the water tank that shall be used for the antennas for both the Town
and the District.
E. District and Town desire to amend the Lease to authorize the shared use of the
antenna tower, establish the rights and responsibilities for this shared use, and change the
location for the installation of the Town's emergency communications facilities on the District's
Property.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the parties as follows:
1. Section 1, Premises. Section 1, Premises, of the Lease is amended by deleting the
section in its entirety and replacing it with the following section:
Premises.
A. Ground Space. In consideration of the rent set forth herein
and the faithful performance by Town of the other terms,
covenants, agreements, and conditions contained herein, District
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1438248-2.
hereby leases to Town and Town hereby leases from District a
portion of the La Cresta Tank Site to be located at a location
mutually approved by the parties within the area more particularly
shown in Exhibit A, attached hereto ("Premises") for the purpose
of designing, constructing, using, maintaining, and repairing the
Town's emergency communications system, consisting of an
equipment shelter and related equipment ("Emergency
Communications Facilities"). The ground space area to be used by
Town for the Emergency Communications Facilities shall not
exceed 120 square feet. The Emergency Communications Facilities
and the antennas shall be located on the portion of the Premises as
depicted on the drawing contained in the Exhibit A.
If the Town determines that it prefers to use the eastern portion of
the District's property that is described in the Lease ("Original
Area") before June 1, 2013, and if the Original Area is not being
used by the District or a tenant of the District, then the Town may
relocate its Emergency Communications Facilities to the Original
Area. If the Town decides to relocate its Emergency
Communications Facilities, it must provide the District will at least
90 calendar days advance written notice, and Town must relocate
all of its Emergency Communications Facilities (including but not
limited to its antennas, equipment shelter, conduits, and all related
equipment) at its sole cost and expense. If the District is using the
Original Area but consents to the Town's relocation to the Original
Area, Town agrees to relocate all District property and facilities
that are located on and within the Original Area at Town's sole
cost and expense. If the Town relocates its Emergency
Communications Facilities to the Original Area, this Amendment
to the Lease will become null and void and all the terms and
conditions of the Lease will be in effect.
B. Antenna Tower. District and Town agree to jointly design
and construct a forty (40) foot high tower, supported by a bracket
attached to the tank, for the antennas needed for the District's own
communications and SCADA system and the Town's emergency
communications system ("Antenna Tower"). The District and the
Town each will pay fifty percent (50%) of the cost to design and
install the Antenna Tower. Town may install additional antennas
and a lightning strike protector (collectively, "Antenna
Extension"), as shown on Exhibit B, on the Antenna Tower, up to
a maximum height of sixty (60) feet. The Town will pay one
hundred percent (100%) of the cost to design and install the
Antenna Extension. The Antenna Tower and Antenna Extension
are included in the definition of Emergency Communications
Facilities for purposes of Sections 3(a)(3), 3(b), 3(c), 4, 7 and 9 of
the Lease.
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1438248-2
Town and District are jointly responsible for ensuring that the
Antenna Tower and Antenna Extension are constructed in
accordance with the tower manufacturer's specifications and that
the new Antenna Tower is appropriate to safely and securely
handle the height and weight of all the antennas shown on Exhibit
B. Town and the District are jointly responsible for constructing
the Antenna Tower and the Town is responsible for situating its
antennas in a manner that does not interfere with the District's
communications system or any pre-existing communications
facilities of the District tenants using the La Cresta site.
Both agencies agree to operate within all applicable technical
standards for their respective service as set forth by the FCC
regulations. Any interference to either party's equipment shall be
corrected by first repairing the equipment so that it is operating
within manufacturer's specification.
District is responsible for performing normal maintenance and
repair of the Antenna Tower. However, District and Town will
share the costs of normal maintenance and repair of the Antenna
Tower equally, with each paying fifty percent (50%) of the costs.
District will provide Town with a written quotation for work to be
performed and upon approval from the Town will proceed with the
maintenance and repairs. The District will provide the Town with a
written invoice documenting all costs and expenses incurred to
maintain and repair the Antenna Tower. Town will pay the invoice
within thirty (30) calendar days. Town is responsible, at its sole
cost, for maintaining and repairing the Antenna Extension.
The District will own the Antenna Tower, and before Town or its
contractors, employees, or agents access the Antenna Tower to
install, maintain, or repair the Town's antennas or lightning strike
protector, Town will provide 48 hours written notice to District.
Town is responsible for ensuring that Town's contractors,
employees, and agents who access the Antenna Tower have
appropriate and current certifications and credentials to access the
Antenna Tower. Town is solely responsible for any and all liability
and damages arising from Town's contractors, employees, and
agents accessing the Antenna Tower and Antenna Extension, and
agrees to indemnify, defend, and hold harmless the District, its
directors, officers, employees, and agents arising out of such
access to the Antenna Tower and Antenna Extension."
The Town's and the District's contractors and subcontractors who
enter onto the District's property to perform work pursuant to this
1438248-2
Amendment are the "agents" of the party who authorized them to
enter onto the District's property for purposes of the indemnity
obligations established in Section 17 of the Lease, and therefore
the Town and District each shall indemnify, save harmless, and
defend the other party for the actions of their respective contractors
and subcontractors in accordance with Section 17 of the Lease.
2. Rent and Other Obligations of Parties. Section 3, Rent and Other Obligations of
Parties of the Lease is amended by adding the following sentence to the end of paragraph 3.b(1):
Prior to accessing the Premises, the Town shall provide the District
with notice that it will be entering the Premises. The Town shall
give this notice by telephone or electronic mail to the District's 24-
hour number at (650) 948-1217 or pwalter@purissimawater.org.
3. Effect. Except as expressly modified by this Amendment, the terms and
conditions of the lease remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Lease by their duly authorized representatives in the Town of Los Altos Hills, State of
California, as follows:
By Town this day of ; 200S; -and -7010
By District this /,3714 day of /9/04/4. 1-100& 020/0
ATTEST:
City Clerk CJ
ATTEST:
dtt
Secretary
693075-4
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TOWN OF LOS ALTOS HILLS, a
Municipal Corporation
PURISSIMA HILLS WATER DISTRICT,
A Public Agency
By -
_--
President of the Board
1438248-2
EXHIBIT A
Drawing showing the location of ground space to be used by Town for Emergency
Communications Facilities as described in the First Amendment to the Lease Agreement. The
ground space must not exceed 120 square feet.
EXHIBIT B
Drawing showing configuration of Antenna Tower, Antenna Extension, Town and District
antennas, and lightning strike protector.
EXHIBIT C
Drawing showing the original location of ground space to be used by Town for Emergency
Communications Facilities as described in the Lease Agreement. The ground space must not
exceed 120 square feet.
1438248-2.
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MEMMEMMUMEN
Town of Los Altos Hills Emergency Communications Antenna
Nov. 28, 2007 Jim Abraham
Scott Overstreet
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Attachment 2
LEASE
This Lease Agreement ("Lease") is made and entered into o 0, 2004, by and
between the TOWN OF LOS ALTOS HILLS, a municipal corporation, ("Town") and
PURISSIMA HILLS WATER DISTRICT, a public agency, ("District").
RECITALS
A. District owns property in the Town of Los Altos Hills where it constructed and
maintains its La Cresta water tank.
B. Town desires to use a portion of the La Cresta Tank Site for the Town's
emergency communications system.
C. The parties, both public agencies, have enjoyed a cooperative relationship over
the years and enter into this Lease in the same spirit of cooperation and public purpose, and in
accordance with the terms and conditions set.forth herein.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the parties as follows:
1. Premises. In consideration of the rent set forth herein and the faithful
performance by Town of the other terms, covenants, agreements, and conditions contained
herein, District hereby leases to Town and Town hereby leases from District a portion of the La
Cresta Tank Site to be located at a location mutually approved by the parties within the area
more particularly pictured in the Exhibit attached hereto ("Premises") for the purpose of
designing, constructing, using, maintaining, and repairing the Town's HAM emergency
communications system, consisting of a combined tower and antennae not to exceed 60 feet,
equipment shelter, and related equipment ("Emergency Communications Facilities"). The
ground space area to be used by Town for the Emergency Communications Facilities shall not
exceed 100 square feet. The Emergency Communications Facilities shall be located on the
eastern portion of the Premises as depicted on the drawing contained in the Exhibit.
2. Term of Lease. The t rm of this Lease is forty (40) years beginning on
2005, and ending on h�L , 2045. The Lease term will be extended
t�llfor successive five 5 year periods 9�
y () y p nods (Renewal Terms"), unless District provides
the Town with at least thirty (3 0) months advance written notice that the Lease term will not be
extended. All Renewal Terms will be on the same terms and conditions of this Lease.
The District may not terminate the Lease during the original 40 -year term, except
for material breach of a material term of this Lease and failure of the Town to cure the breach
within thirty (30) days from the date the Town receives written notice of the breach from the
District, or such longer period of time as agreed to by the parties if it is not feasible for Town to
cure the breach within the 30 -day period. The Town may terminate this Lease at any time with
one year advance written notice to the District.
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1142678.2
3. Rent and Other Obligations of Parties.
a. Town shall:
(1) Pay to District as rent in advance on January 1 of each year of this
Lease, without deduction, offset, prior notice or demand the sum of One Dollar ($1.00) in lawful
money of the United States. The rent shall be paid to District at 26375 Fremont Road, Los Altos
Hills, California 94022, or such other address as shall be designated in writing by District. The
Town will commence payment of the rent on January 1, 2006.
(2) Relocate its Emergency Communications Facilities in the event
District must use the Premises for any purpose pertaining to the operation of the District's water
system. The Town will be solely responsible for the cost of such relocation. District will
provide Town with reasonable advance notice of Town's need to relocate the Emergency
Communications Facilities and shall coordinate and cooperate with the Town to minimize the
impact of any required relocation.
(3) Design, install or use the Emergency Communications Facilities in
a manner that does not interfere with the operation of District's water system, Tank Site, radio
communications system or telemetry controls, or any future water system facilities or operations
of District, or any pre-existing equipment or facilities of tenants using the La Cresta Tank Site.
The District and Town will coordinate and cooperate in good faith in determining whether the
Town's Emergency Communications Facilities will interfere with District facilities or other
tenant facilities.
b. District shall:
(1) Allow reasonable vehicular and foot access to and around the
Premises by means of the existing gate and road all hours of each day of the week. District will
provide to the Town Emergency Communications Committee Chairperson, or such other
responsible Town designee, with a key to access the existing gate. The Town will be responsible
for all people Town authorizes to enter onto the Premises, and Town will indemnify, defend, and
hold harmless the District, its directors, officers, agents and employees from any damages,
liability and injury to persons or property that arise from the Town entering onto and using the
Premises, except when caused by the negligence or willful misconduct of District, its employees,
contractors or agents. District may modify the means of access for security or other purposes,
provided that at all times Town will have access to the Premises. District has no obligation to
provide, and assumes no responsibility for providing, any security measures at the La Cresta
Tank Site for the Emergency Communications Facilities but Town shall be permitted to install
such security measures for the Emergency Communications Facilities at its own cost. District, in
its discretion, may install security measures to protect District's own facilities.
(2) Cooperate with Town in obtaining any and all permits, approvals,
and authorizations as may be necessary for the design, construction, use, maintenance, and repair
of the Emergency Communications Facilities. All permits, approvals, and authorizations will be
obtained at the sole cost and expense of the Town.
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1142678.2
C. District and Town will coordinate, to the extent possible, the construction
schedule for the Town's Emergency Communications Facilities in a manner that does not
interfere with District operations or activities. If, however, it is not possible or feasible to
coordinate the construction schedule, the operations and activities of the District will take
precedence. In such event, the District will coordinate and cooperate with the Town to minimize
the impact the District's operations and activities will have on the construction of the Emergency
Communications Facilities.
4. Use. The Premises are leased to Town for the purpose of designing, constructing,
using, maintaining and repairing its Emergency Communications Facilities for use by the Town
only. Town will not use, nor permit the Premises, or any part thereof, to be used, for any other
purpose, or by any other entity or person, without the written consent of District.
5. Additional Facilities and Improvements. During the term of this Lease and any
Renewal Terms, Town may construct additional facilities or improvements on the Premises or
may make alterations or additions to the existing equipment shelter and antennae that expand the
square foot usage of the Premises only if District gives its prior approval in writing of the plans
and specifications for such additional facilities, improvements, alterations, or additions
(collectively, "Additions"). District agrees that it will not unreasonably withhold its approval.
Town may make any modifications or alterations that do not expand the square
foot usage of the ground space area of the equipment shelter or antennae without the District's
approval.
6. Waste; Quiet Conduct. Town shall not commit, or suffer to be committed, any
waste upon the Premises, or any nuisance, or other act or thing which may disturb the quiet
enjoyment of any other users of the Premises or the La Cresta Tank Site, or the property owners
in the vicinity.
7. Utilities. Town shall pay for all utility service necessary to design, install and use
the Emergency Communications Facilities.
8. Repair. Town shall, at its sole cost, keep and maintain the Premises and
Emergency Communications Facilities and every part thereof, in good order, condition, and
repair.
9. Damage and Destruction. In the event of destruction by fire, casualty or other
cause which shall render more than fifty percent (50%) of the Premises unusable, Town shall
have the option of reconstructing the Emergency Communications Facilities and other facilities
on the Premises, or terminating said Lease. Town shall provide District written notice of its
intention to reconstruct the Emergency Communications Facilities within 60 days of such
destruction. Failure to provide notice to the District within such time shall be a material breach
of this Agreement subject to the cure provisions of Paragraph 2. If Town desires to reconstruct
the Emergency Communications Facilities, Town shall commence clean-up of the Premises and
construction activities as soon as reasonable feasible. The Emergency Communications
Facilities shall be rebuilt in the size and style and pursuant to the procedures contained in
Paragraphs 3.a.(3). During the time that the Premises are unusable, the District agrees to abate
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1142678.2
any rental payment due under this Lease. In the event the Town determines not to reconstruct
the Emergency Communications Facilities, this Lease shall immediately terminate as of the date
of such fire, casualty or other cause and no rent shall accrue or be payable to the District after
such date. In the event Town determines to reconstruct the Emergency Communications
Facilities, the Premises shall be restored substantially to the pre -casualty condition at Town's
sole expense.
10. Compliance with Law and Applicable Rules and Regulations. Town shall, at its
sole cost and expense, comply with all of the requirements of all Municipal, State and Federal
authorities now in force, or which may hereafter be in force, pertaining to the Premises and shall
faithfully observe in the use of the Premises all Municipal ordinances, and State and Federal
statutes now in force or which may hereafter be in force. The judgment of any court of
competent jurisdiction, or the admission of Town in any action or proceeding against Town
whether District be a party thereto or not, that Town has violated any such ordinance or statute in
the use of the Premises shall be conclusive of that fact as between Town and District.
11. Abandonment of Premises, Title to Improvements. Town shall not vacate or
abandon the Premises at any time during the term; and if Town shall abandon, vacate, or
surrender the Premises, or be dispossessed by process of law, or otherwise, any and all
structures, appurtenances and personal property placed upon the Premises by Town shall be
removed by Town within 30 days. Structures, appurtenances and personal property belonging to
Town and left on the Premises longer than 30 days shall be deemed to be abandoned if the Town
does not remove such personal property within 5 working days of receiving notice from the
District that such structures, appurtenances and personal property are going to be treated as
abandoned by the District. After such 30 day period, District may dispose of any structures,
appurtenances and abandoned property in its sole discretion.
12. Assignment or Subletting. Town shall not assign this Lease, or any interest
therein, and shall not sublet the Premises or any part thereof, or any right or privilege
appurtenant thereto, or suffer any other person (the agents and servants of Town excepted) to
occupy or use the Premises, or any portion thereof, without the written consent of District. One
assignment, subletting, occupation, or use by another person or entity shall not be deemed to be a
consent to any subsequent assignment, subletting, occupation or use by another person or entity.
Any such assignment or subletting without such consent shall be void, and shall, at the option of
District, be deemed a material breach of this Lease. This Lease shall not, nor shall any interest
therein, be assignable as to the interest of Town, by operation of law, without the written consent
of District. Without limiting the foregoing, it is specifically agreed that District's withholding its
consent shall be reasonable if Town wishes to assign, sublet, or transfer the Premises to a non-
public agency, as the conditions of this Lease are based on Town's status as a public agency.
13. Attorneys' Fees. If any action at law or in equity shall be brought to recover any
rent under this Lease, or for or on account of any breach of or to enforce or interpret any of the
covenants, terms, or conditions of this Lease, or for the recovery of the possession of the
Premises, the prevailing party shall be entitled to recover from the other party as a part of
prevailing party's costs, reasonable attorneys' fees, the amount of which shall be fixed by the
Court and shall be made a part of any judgment rendered.
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1142678.2
14. Ownership of Added Improvements. The Emergency Communications Facilities
constructed on the Premises, and all Additions or improvements hereafter constructed upon the
Premises, upon termination or expiration of this Lease, shall be the property of Town, unless
abandoned by the Town as described in Section 11 of this Lease.
15. Notices. All notices to be given to District and Town must be given in writing
either personally or by depositing the same in the United States mail, postage prepaid, and
addressed to District or Town at the address below:
District: Purissima Hills Water District
26375 Fremont Road
Los Altos Hills, CA 94022
Attention: General Manager
Town: Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Attention: City Manager
16. Waiver. The waiver by District of any breach of any term, covenant, or condition
shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach
of the same or any other term, covenant, or condition. The subsequent acceptance of rent by
District shall not be deemed to be a waiver of any preceding breach by Town of any term,
covenant, or condition of this Lease, other than the failure of Town to pay the particular rental so
accepted, regardless of District's knowledge of such preceding breach at the time of acceptance
of such rent.
17. hldemnity. Each party shall indemnify, save harmless, and defend the other party
and its employees, agents, and elected officials against any and all lawsuits, claims, demands,
liabilities, losses, and expenses, including attorneys' fees and administrative expenses, that may
arise, or be alleged to have arisen, out of or in connection with the indemnifying party's use and
improvement of the Premises including performance of, or failure to perform, any obligation
pursuant to this Lease, whether or not due or claimed to be due in whole or in part to the active,
passive, or concurrent negligence or fault of the indemnifying party, except to the extent caused
by the sole negligence of the other party, as the case may be, including, without limitation
lawsuits, claims, demands, liabilities, losses, and expenses for or on account of bodily injury or
death sustained by any person or persons related to the indemnifying party's obligations with
respect to the Premises, or injury or damage to, or loss or destruction of, any property therein.
The indemnification obligations of the indemnifying party under this Paragraph shall not be
limited in any way by any limitation on the amount or type of damages, compensation or benefits
payable by or for the indemnifying party under workers' compensation acts, disability benefit
acts or other employee benefit acts.
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1142678.2
IN WITNESS WHEREOF, the parties hereto have executed this Lease by their duly
authorized representatives in the Town of Los Altos Hills, State of California, as follows:
By Town this0 day( , 2004; and
By District this jrY day of QF c c M,a ER , 2004.
ATTEST:
City Clerk
ATTEST:
o& �?, lat.16'�
Secretary
693075-4'
IN
TOWN OF LOS ALTOS HILLS, a
Municipal Corporation
PURISSIMA HILLS WA'
A Public Agency
DISTRICT,
1142678.2