HomeMy WebLinkAboutGreyhound Lines - Lease Agmt at 2223 G St.LEASE AGREEMENT
Fresno, California (Location)
This Lease (hereinafter referred to as "Lease") is entered into on
("Effective Date"), by and between the CITY OF FRESNO, a California municipal
corporation (hereinafter referred to as "City"), and Greyhound Lines, lnc.
(hereinafter referred to as "Tenant"), for property located in Fresno, California.
RECITALS
WHEREAS, City owns the Fresno Area Express Transit Operations and
Maintenance Facility which is located a|2223 "G" Street, Fresno, California (the
"Property"); and
WHEREAS, Tenant desires to lease paved, uncovered parking space from
City, (the "Premises") for the short-term storage of up to five (5) Motor Coaches and
five (5) light passenger vehicles; and
WHEREAS, City and Tenant have agreed that City will lease, and the Tenant
will rent, the Premises subject to the terms and conditions of this Lease.
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained, to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. LEASE OF PREMISES. City hereby leases to Tenant and Tenant hereby leases
from City the Premises, as shown and described in the attached Exhibit "4",
subject to the terms, covenants and conditions hereinafter set forth.
2. CONDITION OF THE PREMISES. Tenant accepts the Premises "as is", in its
existing physical condition with all faults, without warranty by City or any duty or
obligation on the part of City to maintain the Premises; provided, however, that
City represents that the existing building systems and common areas of the
Property are in good working order and the Property is free of Hazardous
Substances.
3. TERM. This initial term of this Lease shall be two (2) years commencing on
December 31, 2015 and ending on December 1, 2017 ("lnitial Term").
4. EARLY TERMINATION. City and Tenant may terminate this Agreement at any
time and without cause upon the delivery of 60 days written notification to the
other Party.
5. EXTENSION. The lnitial Term may be extended in two year increments only
by written instrument duly authorized and executed by both Tenant and City.
6. RENT. Rent for the initial term of this Lease will be a fixed $600.00 per month
payable by Tenant, in advance, to City of Fresno Department of
Transportation,2223 G Street, Fresno CA 93706, beginning on the first day of
the month following the date Tenant occupies the Premises (the first such
payment as may be pro-rated for any partial month as necessary) and on the
first day of each month thereafter.
Base Rent shall increase every two years during the lnitial Term and any
extension terms as follows: the Base Rent shall be increased by the cumulative
increase in the Consumer Price lndex ("CPl") for all urban consumers for the
San Francisco Region (as published in the Engineering News Record, or
published in a comparable index if the Engineering News Record is discontinued
or otherwise not available) during the previous two (2) years but in no event shall
any such single two year period increase exceed 2o/o of the immediately
preceding fee.
7. LOCATION. The City agrees to provide storage space at the City-owned and
operated Transit Facility a|2223 "G" Street, Fresno CA 93706 (the "City's
Transit Operations and Maintenance Center").
8. HOURS OF OPERATION. The City will provide storage and access to such
storage 24 hours per day, 7 days per week.
9. STORAGE SPACE. For purposes of this Lease, Tenant is granted exclusive
use of a 330 x 10 foot space designated in Exhibit "4". Tenant shall store motor
coaches and light vehicles in a parallel parking configuration only.
l0.ENTRANCE/EGRESS. City grants to Tenant and its employees, the non-
exclusive right of entrance and egress to such premises via the paths identified
in Exhibit "A". The City shall maintain adequate clearance around the designated
storage space to allow Tenant vehicles to efficiently park and exit without
hinderance.
11. MAINTENANCE AND SECURITY DURING TERM OF LEASE. Tenant
covenants and agrees to keep the Premises clean and free from debris and trash
during the term of the Lease. Tenant shall promptly remediate any fluid spills.
Tenant shall not utilize the Premises for any use other than the use set forth in
Section 12 of this Lease.
City agrees to perform and/or provide the following, subject to the terms of this
Section and subject to available funding to furnish adequate irrigation water for
the upkeep and maintenance of any trees, shrubs and grass within the Premises:
a) Maintain paved surfaces in good condition.
b) Maintain exterior lighting; and
c) Keep area free of general trash/debris.
City shall provide security during the term of the Lease in accordance with the
City's current agreement with its contracted security services company. Absent
any negligence or willful misconduct by City, Tenant assumes all responsibility for
its protection of Tenant, its employees, agents and invitees and propefi from acts
of third parties.
12. USE OF PREMISES. The Premises shall be used for short-term of Tenant
motor coaches and Tenant's employee vehicles between scheduled motor
coach runs/during driver layovers. Long-term storage (more than 7
consecutive days) must be approved in advance by the City's Director of
Transportation or designee. Repair/ Maintenance activity shall be limited
minor repairs/ inspections/ service (Flat tire repairs, fluid checks, light bulb
replacements, etc.) Use of Premises is considered incidental and must not
interfere with the public transit operation and maintenance activities that
occur on the Property.
I3. INSURANCE.
(a) Tenant and each of its consultants, contractors and subcontractors shall pay
for and maintain in full force and effect all insurance as required in Exhibit B
or based on similar occupancies that may be reasonably expected and
authorized or required in writing by City's Risk Manager or his/her designee
at any time and in his/her sole discretion. Tenant and its insurers will, with
respect to any claims covered by such property and hazard insurance, waive
any subrogation rights that it may have against City, its officials, officers,
agents, employees or volunteers. Nothing herein is intended to require City
to maintain property and hazard insurance covering the Premises or for
whatever cause.
(b) lf at any time during the life of the Lease or any extension, Tenant or any of
its consultants, contractors or subcontractors fail to maintain any required
insurance in full force and effect, all Tenant's activities under this Lease shall
be discontinued immediately, until notice is received by City that the required
insurance has been restored to full force and effect and that the premiums
therefore have been paid. Any failure to maintain the required insurance shall
be sufficient cause for City to terminate this Lease. No action taken by City
pursuant to this section shall in any way relieve Tenant of its responsibilities
under this Lease. The phrase "fail to maintain any required insurance" shall
include, without limitation, notification received by City that an insurer has
commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Tenant shall not be deemed to release
or diminish the liability of Tenant, including, without limitation, liability under
the indemnity provisions of this Lease. The duty to indemnify Indemnitees (as
defined in this Lease) shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Tenant.
Approval or purchase of any insurance contracts or policies shall in no way
relieve from liability nor limit the liability of Tenant, or its representatives,
consultants, contractors or subcontractors.
(d) Upon request of City, Tenant shall promptly furnish City with proper evidenceof any insurance policy required under this Lease, including all
endorsements, with said information confirmed by the underwriter to be true
and correct. This requirement shall survive expiration or termination of this
Lease, provided there is an associated claim during Tenant's occupancy of
the Premises.
(e) Tenant is also responsible for the compliance of Tenant's consultants,
contractors and subcontractors with the insurance requirements in
Subsections (a), (b), (c), and (d) of this section, except that any required
certificates and applicable endorsements shall be on file with Tenant and City
prior to the commencement of any work or services by the respective
consultant, contractor or subcontractor.
I4.IMPROVEMENTS. Tenant shall make no improvements to the Property or
the Premises without the prior written consent of City, which consent will not
be unreasonably withheld.
l5.R|GHT OF ENTRY. City, or City's representatives, shall have the right to
enter the Premises at any time during the Lease, to protect, inspect, exercise
or investigate any rights of City herein reserved. However, City's activities,
connected with the exercise of this right of entry, shall not interfere with the
operations of Tenant or its use of the Premises.
16.LEGAL REQUIREMENTS. Tenant covenants and agrees, at Tenant's sole
cost and expense, promptly to comply, and cause all of Tenant's
representatives, to comply, with (i) all laws, statutes, ordinances, rules,
regulations, requirements or orders of municipal, state, and federal
authorities now in force or that may later be in force, including, without
limitation, those laws which relate to the generation, use, storage, handling,
treatment, transportation or disposal of Hazardous Substances or to health,
safety, noise, environmental protection, air quality or water quality; (ii) with
the conditions of any permit, occupancy certificate, license or other approval
issued by public officers relating to Tenant's activities, or Tenant's use or
occupancy of the Premises; and (iii) with any liens, encumbrances,
easements, covenants, conditions, restrictions and servitudes (if any) of
which Tenant has received notice, actual or constructive, which may be
applicable to the Premises (collectively, "Legal Requirements") regardless of
when they become effective, insofar as they relate to Tenant's activities or
Tenant's use or occupancy of the Premises. The judgment of any court of
competent jurisdiction, orthe admission of Tenant in any action or proceeding
against Tenant, whether or not City is a party in such action or proceeding,
that Tenant has violated any Legal Requirement relating to Tenant's activities
and Tenant's use or occupancy of the Premises, shall be conclusive of that
fact as between City and Tenant. Tenant shall furnish satisfactory evidence
of such compliance upon request by City.
17. INDEMNIFICATION; RELEASE; SAFETY AND INSURANCE.
(a) Tenant shall, to the maximum extent permitted by law, indemnifiT, protect,
defend and hold harmless City, its officials, officers, representatives, agents,
employees, volunteers, transferees, successors and assigns (each an
"lndemnitee" and collectively, "lndemnitees") from and against all claims,
losses (including, but not limited to, diminution in value), actions, demands,
damages, costs, expenses (including, but not limited to, experts fees and
reasonable attorneys' fees and costs) and liabilities of whatever kind or nature
(collectively, "claims"), which arise from or are in any way connected with
Tenant's activities on the Property, or the entry on, occupancy or use of, the
Premises by Tenant or Tenant's representatives, or the performance of, or
failure to perform, Tenant's duties under this Lease, including, but not limited
to, Claims arising out of: (i) injury to or death of persons, including but not
limited to employees of City or Tenant (and including, but not limited to, injury
due to exposure to Potential Environmental Hazards in, on or about the
Premises); (ii) injury to property or other interest of city, Tenant or any third
party; (iii) violation of any applicable federal, state, or local laws, statutes,
regulations, or ordinances, including all Legal Requirements relating to the
environment and including any liability imposed by law or regulation without
regard to fault. Notwithstanding the foregoing or anything herein to the
contrary, Tenant shall have no obligation to defend or indemnify the
lndemnitees for any claims, losses, liabilities or damages arising on account
of the Indemnitees' or any third party's negligence or willful misconduct.
(b) Tenant acknowledges that all Claims arising out of or in any way connected
with releases or discharges oÍ aHazardous Substance, or the exacerbation of
a Potential Environmental Hazard, occurring as a result of or in connection with
Tenant's use or occupancy of the Premises, Tenant's activities or the activities
of any of Tenant's representatives, and all costs, expenses and liabilities for
environmental investigations, monitoring, containment, abatement, removal,
repair, cleanup, restoration, remediation and other response costs, including
reasonable attorneys' fees and disbursements and any fines and penalties
imposed for the violation of any Legal Requirements relating to the
environment or human health, are expressly within the scope of the indemnity
set forth above.
(c) Tenant's use and occupancy of the Premises shall be at Tenant's sole risk and
expense. Tenant accepts all risk relating to Tenant's occupancy and use of
the Premises. City shall not be liable to Tenant for, and Tenant hereby waives
and releases City and the other lndemnitees from, any and all liability, whether
in contract, tort, strict liability or on any other basis, for any injury, damage, or
loss resulting from or attributable to an occurrence on or about the Premises,
unless such liability is on account of the City's or any third party's negligence
orwillful misconduct.
(d) Tenant shall, to the maximum extent permitted by law, indemnify, protect,
defend and hold lndemnitees harmless against claims, losses, costs (including
attorneys'fees and costs), liabilities and damages resulting from the failure of
Tenant, or any of Tenant's consultants, contractors or subcontractors, to
comply with the insurance requirements set forth in Exhibit B.
(e) The provisions of this Section 17 shall survive the expiration or termination of
this Lease.
IS.SURRENDER OF POSSESSION. lt is mutually understood and agreed that
upon expiration or earlier termination of the Lease, at tenant's sole cost and
expense, Tenant shall remove all of Tenant's personal property and remove
all debris and waste material resulting from Tenant's activities. Tenant will
surrender the Premises to City in good condition, reasonable wear and tear
excepted. Tenant shall remove any trade fixtures installed by Tenant and will
repair any resulting damage caused thereby. Tenant shall bear the entire
cost of such removal, repair and restoration, and City shall bear no liability
for any costs caused or related to Tenant's removal of its property. ln the
event Tenant fails to comply with the requirements of this section, City may
elect to remove such fixtures and personal property and effect such removal,
repair, or restoration as reasonably necessary and recover such costs and
expenses therefore from Tenant. Tenant shall pay such reasonable costs
and expenses within 30 days of receipt of an invoice therefor. Tenant's
obligations under this section shall survive the expiration or termination of
this Lease.
I9.ASSIGNMENT. Tenant shall not assign this Lease, or any interest therein,
or sublet the Premises, or any part thereof, or any right or privilege pertaining
thereto; without City's prior written consent.
20.DEFAULT. lf either party materially defaults in the performance of any
condition or covenant in this Lease, the other party may terminate this Lease,
but only if the defaulting party fails to rectify said default within 10 business
days after written notice thereof is served upon defaulting party by the other
party. ln the event, however, that any default complained of hereunder is of
such nature that the same cannot be rectified in 10 business days, then such
default shall be deemed to be rectified if the defaulting party shall have
commenced the compliance of the provisions hereof breached by it within
such 10 business days period and shall with all diligence prosecute the work
or perform the particular provisions until the same shall have been fully
rectified or performed.
2l.CHO|CE OF LAW. Subject to any provisions hereof, this Lease shall bind
the parties, their personal representatives, successors and assigns. This
Lease shall be governed by the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the
enforcement or interpretation of this Lease and rights and duties hereunder
shall be Fresno County, California.
22. NOTICES. All notices, demands, consents or requests which may be or are
required to be given by a party hereunder, shall be in writing. All notices,
demands, consents or requests given shall be sent by United States
registered or certified mail, postage prepaid, return receipt requested,
addressed to the respective pafi at the address set forth on the signature
page of this Lease or at such other place as the pafi may from time to time
designate in a written notice to the other party. Notices, demands, consents
or requests served in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
23.ATTORNEY'S FEES. lf either party is required to commence any proceeding
or legal action to enforce or interpret any term, covenant or condition of this
Lease, the prevailing party in such proceeding or action shall be entitled to
recover from the other party its reasonable attorney's fees and legal
expenses.
24.THlRD PARTY BENEFICIARIES. The rights, interests, duties and
obligations defined within this Lease are intended for the specific parties
hereto as identified in the preamble of this Lease. lt is not intended that any
rights or interests in this Lease benefit or flow to the interest of any third
parties.
25. GENERAL PROVISIONS.
(a) The section headings in this Lease are for convenience and reference only
and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Lease.
(b) The provisions of this Lease are severable. The invalidity, or unenforceability
of any one provision in this Lease shall not affect the other provisions.
(c) The parties acknowledge that this Lease in its final form is the result of the
combined efforts of the parties and that, should any provision of this Lease
be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Lease in favor or against any party, but rather by construing
the terms in accordance with their generally accepted meaning.
(d) Each exhibit and attachment referenced in this Lease is, by the reference,
incorporated into and made a part of this Lease.
(e) No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.
(f) Once this Lease is signed by all parties, it shall be binding upon, and shall
inure to the benefit of, all parties, and each parties' respective heirs,
successors, assigns, transferee, agents, servants, employees and
representatives.
(g) The waiver by a party of a breach by another of any provision of this Lease
shall not constitute a continuing waiver or a waiver of any subsequent breach
of either the same or a different provision of this Lease. No provisions of this
Lease may be waived unless in writing and signed by all parties to this Lease.
Waiver of any one provision herein shall not be deemed to be a waiver of any
other provision herein.
(h) Each person signing this Agreement represents and warrants that he or she
is duly authorized erga+ized and has legal capacity to execute and deliver
this Agreement.
26.ENTIRETY-SUCCESSION. This Lease merges and supersedes all prior
negotiations, representations, agreements, and constitutes the entire
agreement concerning City's leasing of the Premises to Tenant and the
consideration therefore. This Lease may be modified only by written
instrument duly authorized and executed by both Tenant and City.
lN WITNESS WHEREOF, the parties have caused this Lease to be executed
by their authorized representatives in Fresno, California as of the date first above
written.
City:
City of Fresno,
a California mun icipal corporation
Tenant:
Greyhound Lines, lnc., a Delaware
corporation
ritle C-trC
Tenant:
Attention: Legal Dept., with a copy
to Real Estate Dept.
350 North St. Paul Street
Dallas, Texas 75201
Bruce Rudd, City Manager
Attest:
WONNE SPENCE, CMC
City Clerk
Bvb
Approved as to form:
DOUGLAS T. SLOAN
City Attorney
By
Addresses:
City of Fresno
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
Telephone: (559) 621-7700
Attachments:
Exhibit A - Map/Legal Description of Property and the Premises
Exhibit B - lnsurance Requirements
EXHIBIT "A''
PREMISES
Figure 41. - Site Entry and Exit Map
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EXHIBIT "A''
PREMISES
Figure A2. - Bus Storage Area Detail
STORAGE AREA
APPROXIIvIATELY 330, X IO,
EXHIBIT .,B''
INSURANCE REQUIREMENTS
Lease between City of Fresno ("Gity")
and GREYHOUND ("Tenant")
Fresno, California (Location)
Minimum Scope of lnsurance
Coverage shall be at least as broad as:1. The most current version of lnsurance Services Office (lSO)
Commercial General Liability Coverage Form CG 00 01, on an
"occurrence" basis which shall include insurance for "bodily injury,"
"property damage" and "personal injury" with coverage for Premises
and operations, products and completed operations, fire legal liability
and contractual liability (subject to policy terms, conditions, and
indemnity obligations under the Lease).
2. Property insurance with a Cause of Loss - Special or All Risk Form.
Only required of Tenant and not of Tenant's consultants,
contractors or s u bcontractors.
3. Workers' Compensation insurance as required by the California Labor
Code and Employer's Liability lnsurance.
Minimum Limits of lnsurance
Tenant shall maintain limits of liability of not less than:
1. General Liability:
$3,000,000 per occurrence for bodily injury and property damage
$3,000,000 per occurrence for personal injury
$3,000,000 aggregate for products and completed operations
$3,000,000 general aggregate
2. Property: Limits of insurance in an amount equal to the full (100%)
replacement cost (without deduction for depreciation) of Tenant's business
property.
3. Wokers'Compensation lnsurance as required by the State of
California, with Statutory Limits of no less than $1,000,000 per accident for
bodily injury or disease (for lessees with employees)
4. Employer's Liability:
$1,000,000 each accident for bodily injury
$1,000,000 disease each employee
$1,000,000 disease policy limit
5. Auto Liability: Tenant shall maintain a policy of Automobile Liability
insurance on owned, non-owned and hired motor vehicles used in
connection with operation at the Premises with a combined single limit for
bodily injury and property damage of not less than Two Million Dollars
($2,ooo,ooo.0o)
U m brel I a or Excess ln su ranc e
ln the event Tenant purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). ln addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the City, its officers, officials, employees, agents
and volunteers.
Deducti bles and Self-l nsured Retentions
Tenant shall be responsible for payment of any deductibles contained in any
insurance policies required hereunder and Tenant shall also be responsible for
payment of any self-insured retentions. At no time shall City be responsible for the
payment of any deductibles or self-insured retentions.
Other I nsurance Provisions
The General and Automobile Liabilitv insurance policv is to contain, or be endorsed
to contain, the following provisions:
1. City, its officers, officials, employees, agents and volunteers are to be
covered as additional insureds with respect to liability arising out of
maintenance or use of the premises leased under the Lease
Agreement. Tenant shall establish additional insured status for the
City by use of both CG 20 10 10 01 and CG 20 37 10 01 or by an
executed manuscript insurance company endorsement providing
additional insured status as broad as that contained in ISO Form CG
20 10 11 85.
The coverage shall contain no special limitations on the scope of
protection afforded to City, its officers, officials, employees, agents
and volunteers. Any available insurance proceeds in excess of the
specified minimum limits and coverage shall be available to the
Additional insured.
Tenant's insurance coverage shall be primary any insurance or self-
insurance maintained by the City shall be excess of the Tenant's and
2.
3.
shall not contribute with it Tenant shall establish primary and
noncontributory status by using ISO Form CG 20 01 04 13 or by an
executed manuscript insurance company endorsement that provides
primary and noncontributory status as broad as that contained in ISO
Form CG 20 01 04 13.
The Workers' Compensation insurance policv is to be endorsed to contain a
provision that the Tenant and its insurer shallwaive any right of subrogation against
City, its officers, officials, employees, agents and volunteers. Tenant shallendeavor
to notify City in the event that any policies of insurance required hereunder shall be
cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar
day (or 10 day in the event of cancellation for non-payment) written notice by
certified mail, return receipt requested, has been given to City. Upon issuance by
the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in
coverage or in limits, Tenant shall furnish City with a new certificate and applicable
endorsements for such policy(ies). ln the event any policy is due to expire during
the work to be performed for City, Tenant shall provide a new certificate, and
applicable endorsements, evidencing renewal of such policy not less than 15
calendar days prior to the expiration date of the expiring policy.
Acceptability of lnsurers
All policies of insurance required hereunder shall be placed with an insurance
company(ies) admitted by the California lnsurance Commissioner to do business in
the State of California and rated not less than "A-Vll' in Best's lnsurance Rating
Guide.
Other Requirements
Tenant's owned or leased property or property in its care, custody and control,
will be at the risk of Tenant only and CITY will not be liable for any damages
thereto or theft thereof. Further, Tenant waives its right of recovery, and its
insurers also waive their right of recovery, against CITY for loss of its owned or
leased property or property in its care, custody and control. The phrased "owned
or leased property or propefi it its care, custody and control" shall include,
without limitation, documents, tools, equipment, fixtures, materials and parts.
Verification of Coverage
Tenant shall furnish City with all certificate(s) and applicable additional insured
endorsements effecting coverage required hereunder. All certificates and additional
insured endorsements are to be received and approved by the City's Risk Manager
or his/her designee prior to City's execution of the Lease and before work
commences.
All non-lSO endorsements amending policy coverage shall be executed by a
licensed and authorized agent or broker. This requirement shall survive expiration
or termination of this Lease Agreement.