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HomeMy WebLinkAboutPurissima Hills Water District (10)AGENDA ITEM #10 TOWN OF LCIS .ALTOS HILLS September 16, 2010 Staff Report to the City Council SUBJECT. APPROVAL OF THE SECOND AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE TOWN AND PURISSIMA HILLS WATER DISTRICT FROM: Mark Bennett, Public Safety Officer APPROVED: Carl Cahill, City Manager REC( MMENDATION; That the City Council; Approve the Second Amendment to the Lease Agreement between the Town and Purissima Hills Water District (FHWU). BACKGROUND: The City Council approved. a Lease Agreement between the Town and PHWD at their December 10, 2004 meeting. The Lease authorized the Town to use a portion of the La Cresta Tank Site for the Town's emergency communications system. The Fist Amendment, approved by the City Council at their July 10, 2005 meeting, specified that the `T'own's and the District's contractors and subcontractors are agents of the party who authorized them to enter onto the District's property. The City Council approved a Memorandum of Understanding (MOU) between the Town and the Los Altos Hills Emergency Group (LAHEG) at their April 15, 2010 meeting. Part of the MOU allows LAHEG members unrestricted access to the Emergency Communications Facilities at the La Cresta Tank Site. DISCUSSION. The purpose of the Second Amendment to the Lease, prepared by PHWD, is to clarify that the LAHEG and its members are agents of the Town by adding the following paragraph to the end of Section 1.13: "The Los Altos Hills Emergency Group and its members who enter onto the District's Premises are the `agents' of the Town for purposes of the Lease." The Emergency Communications Committee (ECC) Chairperson or other Town designee shell continue to have unrestricted access to the emergency radio equipment at the La Cresta. Tank Site. The ECC approved the Second Amendment to the Lease at their July 20, 2010 meeting. FISCAL IMPACT. None AIIAQI--IMENTS 1. Second Amendment to the Lease Agreement 2. Original Lease Agreement 3. First Amendment to the Lease Agreement 2290846,1 Attachment I Into on This Second Amendment to Lease ("Second Amendment') is made and entered ,2010 by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, ("Town") and PURISSIMA HILLS WATER DISTRICT, a public agency ("District"). R9QT—ALS 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. District and Town entered into the First Amendment to the Lease on , 2008 ("First Amendment") to authorize the shared use of the antenna tower, establish the rights and responsibilities for this shared use, and to change the location for the installation of the Town's emergency communications facilities on the District's Property. G. The First Amendment specified that the Town's and the District's contractors and subcontractors are agents of the party who authorized them to enter onto the District's property. D. The Town recently entered into a Memorandum of Understanding with the Los Altos Hills Emergency Group regarding access to the Emergency Communications Facilities the Town Installed pursuant to the Lease (as the term "Emergency Communications Facilities" is defined in the Lease). E. This Second Amendment is being entered into to clarify that the Los Altos Hills Emergency Group and its members are agents of the Town for purposes of the Lease, &GREEMENT NOW, THEREFORE, it is mutually agreed by and between the parties as follows: 2290846.1 Sect! M-1,—P—rq-m_ises. Section 1, Premises, of the Lease Is amended by adding the following paragraph to the end of Section 1.13: "The Los Altos Hills Emergency Group and Its members who enter onto the District's Premises are the 'agents' of the Town for purposes of the Lease." 2, Effect. Except as expressly modified by this Second Amendment and the First Amendment, the terms and conditions of the Lease remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second 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 2010; and By District this day of 2010. ATTEST: City Clerk ATTEST: DISTRICT, Secretary President of the Board TOWN OF LOS ALTOS HILLS, a Municipal Corporation By: Mayor PURISSIMA HILLS WATER a Public Agency By: 2290846.1 �V 1 -;;0E -JV -e V, t I I Attachment 2 LEASE This Lease Agreement ("Lease) is made and entered into on 2004, by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, ("Town") and PLJRISSB4A HILLS WATER DISTRICT, a public agency, ("District"). 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. CEMENT NOW, THEREFORE, it is mutually agreed by and between the parties as follows: I . 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 within the area more particularly described in Exhibit A attached hereto ('Tremises") for the, purpose of designing, constructing, using, maintaining, and repairing the Town's HAM emergency communications system, consisting of an antennae between 10 and 60 feet, equipment shelter, and related equipment ("Emergency Communications Facilities"). The ground space area to be used by Town for the Emergency Communications Facilities will be between 5 and 30 square feet. The Emergency Communications Facilities are specifically described on the plans and drawings shown on the drawing attached as Exhibit,13 2. Term of Lease. The term of this Lease is forty (40) years beginning on -) 2005, and ending on , 2045. The Lease term will be extended automatically for successive five (5) ybar periods ("Renewal Terms"), unless District provides the Town with at least thirty (30) 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. 1095469.3 3. Rent and Other ,Obligations, of Parties. a. Town shall: (1) Pay to District as rent in advance on January I 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, 'rho 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 floin 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 assuines 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. -2- 1095469.3 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. —Us–e- 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 FgpIlities ad TWroygments. 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. WMte,-,Quiet Conduct. Town shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance, or other art 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 Cornmunications: Facilities. 8. Rgpgur, 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 destivetion. 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 -3- 1095469.3 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. Com pliance,wi UI Law and Applicable Mules 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. Abandonm t of _unpgg3%ments. Town shall not vacate or An_ Premiseg,TitIetoJ 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 byTown 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 fids Lease are based on Town's status as a public agency. 13, &t_tom - ' 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. -4- 10954693 14. Ownership of AddgdjMprovements. 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, lndemnity, 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. .5- 1095469.3 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 this day of 2004; and By District this day of 2004. ATTEST: City Clerk ATTEST: Secretary 693475 - TOWN OF LOS ALTOS HILLS, a Municipal Corporation By' Mayor PURISSIMA HILLS WATER DISTRICT, A Public Agency By: President of the Board -6- 10954693 EXHIBIT, All of that certain real property situated in the Town of Los Altos Hills, County of Santa Clara, State of California, more particularly described as follows: [Insert Property Description for the location within which the Town shall install and use the equipment shelter and antennae.) 1095469.3 [Insert plans and drawing for the Town's emergency communications facilities, including the size and area of the equipment shelter and antenna] 1095469.3 Attachment 3 FIRST AMENDMENT TO LEASE This First Amendment to Lease ("Amendment!') is made and entered into on .2008, by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, ("Town") and PLIRISSIMA HILLS WATER DISTRICT, a public agency, ("Distrief'). 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 install 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 now 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, Promises. Section 1, Premises, of the Lease is amended by deleting the section in its entirety and replacing it with the following section: 1. 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 -I- 1438249-2, 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 ("Promises") 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 Promises 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, 4nd 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 Towns 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, tip 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. M 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 now Antenna Tower is appropriate to safety 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 pro -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 (501/o) 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 -3- 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(l): 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@purisshiiawater.org. 3. Effect. Except as expressly modified by this Amendment, the terms and conditions of the lease remain in fall 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 - 2008; and By District this — day of .2008. ATTEST: City Clerk ATTEST: Secretary 693075-4 -4- TOWN OF LOS ALTOS HILLS, a Municipal Corporation By:—.-- Mayor 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, 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. Town of Los Altos Hills Emergency Communications Antenna Nov. 28,2007 Jim Abraham Scott Overstreet M � N «(D r W tCi Uv 'O t . W141, V� / cst �,/�,�,.��"'. .r��"�,',r��,,.^'j. 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