CONTRACT 3834 Leasing Agreement 3834 .
LEASE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
THE AEROSPACE CORPORATION
THIS LEASE is made and executed this D 'day of October, 2008, between
CITY OF EL SEGUNDO, a municipal corporat'ond general law city ("CITY"), and
THE AEROSPACE CORPORATION, a California nonprofit corporation("LESSEE").
1. RECITALS. This Lease is made with reference to the following facts and
objectives:
A. LESSEE, a California nonprofit corporation operating in El Segundo for over
forty years, desires to construct a private pedestrian bridge over El Segundo
Boulevard that connects to its primary customer, The Los Angeles Air Force
Base; and
B. The construction of this bridge would add to the safety and security of
employees of both companies as well as CITY; and
C. The right to the airspace above El Segundo Boulevard where the bridge will
reside is technically owned and controlled by CITY.
2. LEASE; DESCRIPTION OF PROPERTY. CITY leases to LESSEE to use, on the
terms and conditions of this Lease,portions of real property identified in attached Exhibit
"A" ("Property"), which is incorporated by reference.
3. RENT. LESSEE agrees to pay to CITY as rental for the Property the sum of one
dollars ($1.00)per year, payable in advance on January 1 of each year during the term.
4. TERM. The term of this Lease is fifty(50) years, with a fifty (50) year renewal
option at the request of LESSEE at the same rate.
5. USE OF PROPERTY. Subject to the limitations listed below, LESSEE may use the
Property for a private pedestrian walkway over El Segundo Boulevard. The Property
may not be used for any other purpose. The pedestrian walkway will be inaccessible to
the public and will only be used by employees of The Aerospace Corporation and the Los
Angeles Air Force Base.
6. HAZARDOUS WASTE. CITY has not, nor,to CITY's knowledge, has any third
party used, generated, stored, or disposed of, or permitted the use, generation, storage, or
disposal of, any hazardous material (as defined below) on, under, or within the Property
in violation of any law or regulation. LESSEE agrees that it will not use, generate, store,
or dispose of any hazardous material (as defined below) on, under, or within the Property
in violation of any law or regulation. LESSEE agrees to defend and indemnify CITY, as
provided in this Lease, against any and all losses, liabilities, claims, and/or costs arising
from any breach by LESSEE of any warranty or agreement contained in this section. As
used in this section, "hazardous material" means any substance, chemical or waste that is
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3834 .
identified as hazardous, toxic or dangerous in any applicable federal, state or local law or
regulation(including petroleum and asbestos).
7. POSSESSORY INTEREST TAXES. LESSEE is informed by CITY pursuant to
Revenue and Taxation Code § 107.6 that its property interest in the Property may be
subject to property taxation if created and that LESSEE may be subject to the payment of
property taxes levied on its interest. LESSEE may not deduct such amount from
payments to CITY.
8. QUIET ENJOYMENT. CITY agrees that LESSEE, upon making payments to be
paid by LESSEE under the terms of this Agreement and upon observing and keeping the
agreements and each of the covenants of this Lease will lawfully and quietly hold,
occupy, and enjoy the Property during the term of this Lease.
9. CITY'S LIMITED WARRANTY. CITY warrants that it is under no disability,
restriction or prohibition, whether contractual or otherwise, with respect to its right to
execute this agreement and perform its terms and conditions and has the legal right,
power and authority to grant all of the rights granted herein.
10. TERMINATION. This Lease may be terminated as follows:
A. At the expiration of the term; or
B. Upon mutual written agreement between the parties.
C. Within thirty (30) days after termination, or such other time as mutually
agreed to by the parties, LESSEE must remove its pedestrian bridge from the
Property at no cost to CITY.
11. SALE OR TRANSFER BY CITY. Should CITY, at any time during the term of
this Lease, sell, lease, transfer, or otherwise convey all or any part of the Property to any
transferee other than LESSEE,then such transfer will be under and subject to this Lease
and all of LESSEE's rights hereunder.
12. RELOCATION BENEFITS. LESSEE acknowledges that it was informed that
CITY is a public entity and that the Property was previously acquired by CITY for a
public purpose. LESSEE further acknowledges that any rights acquired under this Lease
arose after the date of acquisition of the Property and that said rights are subject to
termination when the Property is needed by CITY. LESSEE acknowledges that at the
time of any termination of this Lease, LESSEE will not be a"displaced person" entitled
to any of the relocation assistance or benefits offered to displaced persons under State or
Federal law.
13. NO PUBLIC PROJECT. All rights given to LESSEE pursuant to this Lease are for
LESSEE's use of the public property identified herein. Any trespass, use, or other
utilization of private property by LESSEE is done at its own risk; LESSEE is not an agent
of CITY and this Lease is not intended, nor should it be construed, to constitute a public
proj ect.
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3834 . . . E
14. FORCE MAJEURE. Should performance of this Lease be prevented due to fire,
flood, explosion, war, embargo, government action, civil or military authority, the natural
elements, or other similar causes beyond the Parties' control, then it will immediately
terminate without obligation of either party to the other.
15. ALTERATIONS,MECHANICS' LIENS. LESSEE will keep the property free
from any liens arising out of any work performed, material furnished, or obligations
incurred by LESSEE.
16. ASSIGNMENT AND SUBLETTING. This Lease may be assigned or transferred
by LESSEE to a successor in interest upon CITY's written consent which will not be
unreasonably withheld. CITY's city manager may execute such written consent on
CITY's behalf.
17. HOLDOVER. If LESSEE holds possession of the Property after the initial term, or
any option, expires, with CITY's written consent, LESSEE will become a tenant from
month-to-month at the fair market rental rate per month. Such tenancy will be subject to
all of the terms and conditions of this Lease.
15. INDEMNIFICATION.
A. LESSEE indemnifies and holds CITY harmless from and against any claim,
action, damages, costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Lease, or its performance, except for CITY's sole
active negligence. Should CITY be named in any suit, or should any claim be
against it, by suit or otherwise, whether the same be groundless or not, arising out
of this Lease, or its performance, pursuant to this Lease, LESSEE will defend
CITY (at CITY's request and with counsel satisfactory to CITY) and will
indemnify it for any judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section"CITY" includes CITY's officers, officials,
employees, agents, representatives, and volunteers.
C. LESSEE expressly agrees that this hold harmless and indemnification
provision is intended to be as broad and inclusive as is permitted by the law of the
State of California and that if any portion is held invalid, it is agreed that the
balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Lease.
E. The requirements as to the types and limits of insurance coverage to be
maintained by LESSEE as required by Section 18 below, and any approval of
such insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by LESSEE pursuant to
this Lease, including but not limited to the provisions concerning indemnification.
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18. INSURANCE. LESSEE must procure and maintain insurance of the type, for the
period, with the coverages and limits, and in accordance with the terms, conditions, and
requirements that follow:
A. LESSEE will provide Commercial General Liability, Broad Form General
Liability and Business Automobile Liability insurance that meet or exceed
the requirement of ISO Forms GL0002, GL0404 and CA0001, Code 1,
respectively, in the most current State of California approved forms, in
connection with LESSEE's performance in the amount of not less than
$1,000,000 combined single limit per occurrence for bodily injury,
personal injury, and property damage for each policy coverage.
B. Commercial General Liability, Broad Form General Liability and
Business Automobile Liability policies required in this Lease will be
endorsed to name CITY, its officials, volunteers, and employees as
"additional insureds"under said insurance coverage, to state that such
insurance will be deemed"primary" such that any other insurance that
may be carried by CITY will be excess thereto, and to state that the
policy(ies) will not be cancelable or subject to reduction except upon
thirty (30) days prior written notice to CITY.
C. LESSEE will furnish to CITY a certificate of insurance, in the standard
form required by CITY, duly authenticated, evidencing maintenance of the
insurance required under this Lease and such other evidence of insurance
or copies of policies as may be reasonably required by CITY from time to
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of"A:VII."
19. COMPLIANCE WITH LAW. LESSEE will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local authorities now in force, or
which may hereafter be in force, pertaining to the Property and will faithfully observe in
the use of the Property all applicable laws. The judgment of any court of competent
jurisdiction that LESSEE has violated any such ordinance or statute in the use of the
Property will be conclusive of that fact as between CITY and LESSEE.
20. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this Lease will not constitute a waiver of any further breach of the same or other term of
this Lease.
21. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Lease or by law to be served on or given to
either party to this Lease by the other party will be in writing and will be deemed served
when personally delivered to the party to whom they are directed, or in lieu of the
personal service, upon deposit in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, addressed to:
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LESSEE at: Daniel S. Barbee—The Aerospace Corporation
2350 E. El Segundo Blvd., M2-333
El Segundo, CA 90245
CITY at: Public Works Director
350 Main Street
El Segundo, California 90245
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
22. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that
agreements ancillary to this Lease and related documents to be entered into in connection
with this Lease will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having
the same effect as an original signature.
23. GOVERNING LAW. This Lease has been made in and will be construed in
accordance with the laws of the State of California and exclusive venue for any action
involving this Lease will be in Los Angeles County.
24. PARTIAL INVALIDITY. Should any provision of this Lease be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of
this Lease will remain in effect, unimpaired by the holding.
25. INTEGRATION. This instrument and its attachments constitute the sole agreement
between CITY and LESSEE respecting the Property, the use of the Property by LESSEE,
and the specified term, and correctly sets forth the obligations of CITY and LESSEE.
Any Lease or representations respecting the Property or its licensing by CITY to
LESSEE not expressly set forth in this instrument are void. There is one (1) attachment
to this Lease.
26. CONSTRUCTION. The language of each part of this Lease will be construed
simply and according to its fair meaning, and this Lease will never be construed either for
or against either party.
27. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute this
Lease and to engage in the actions described herein. This Lease may be modified by
written amendment. CITY's city manager, or designee, may execute any such amendment
• on behalf of CITY.
28. COUNTERPARTS. This Lease may be executed in any number or counterparts,
each of which will be an original, but all of which together will constitute one instrument
executed on the same date.
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SE�UNDO T AE ORATION
Jack Wa�,,,� Daniel S'. Barbed
City Man ger Jan S. Barbee
Genera' . Fc.,ilities Division
The Aerospace Corporation
ATTEST: ( � y�
Taxpayer ID No. a
n ��� ✓c/
Cindy M esen,
City Clerk
APPROVED AS O F
MARK D. HE 1 V 5/ ity tt me
By:
KaVH. erger, Assistl City Attorney
r
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PSOMAS
1 EXHIBIT A
2 LEGAL DESCRIPTION
3 BRIDGE EASEMENT—PARCELS 1,2 AND 3
4 Parcell
5 A strip of land 23.90 feet wide, over that portion of the Northeast Quarter of the Northeast
6 Quarter of Section 18, Township 3 South, Range 14 West of the Rancho Sausal Redondo in
7 the City of El Segundo, County of Los Angeles, Sate of California as per map filed in Case
8 No. 11629 of the Superior Court of said County on June 21, 1890 in the office of the County
9 Clerk of said County, a copy of which map is filed with the County Surveyor of said County
10 as Clerk's Filed Map No. 218, lying 16.75 feet westerly and 7.15 feet easterly of the
11 following described line:
12
13 Beginning at a point on the centerline of El Segundo Boulevard, distant thereon South
14 89°55'22" East 334.47 feet from the centerline intersection of Douglas Street and said El
15 Segundo Boulevard as said intersection is shown on Tract No. 26556, in said City as per map
16 filed in book 675, pages 93 and 94 of Maps, records of said County; thence South 00°00'00"
17 East 61.89 feet to the intersection of the southerly line of the variable width right of way to
18 said City per document recorded May 28, 1987 as Instrument No. 87-833998, Official
19 Records of said County and the True Point of Beginning; thence South 00°00'00" East 27.74
20 feet.
21
22 Excepting therefrom that portion lying below an elevation of 200 feet of the subsurface
23 vertically in depth below the surface.
24
25 The northerly lines of said strip shall terminate in said southerly line of the variable width
26 right of way to said City per document recorded May 28, 1987 as Instrument No. 87-833998.
27
28
29 Parcell
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PSOMAS 3$ 34
1 A strip of land 11.50 feet wide over that portion of the Northeast Quarter of the Northeast
2 Quarter of Section 18, Township 3 South, Range 14 West of the Rancho Sausal Redondo in
3 the City of El Segundo, County of Los Angeles, Sate of California as per map filed in Case
4 No. 11629 of the Superior Court of said County on June 21, 1890 in the office of the County
5 Clerk of said County, a copy of which map is filed with the County Surveyor of said County
6 as Clerk's Filed Map No. 218, the centerline of which is described as follows:
7
8 Beginning at a point on the centerline of El Segundo Boulevard, distant thereon South
9 89055'22" East 334.47 feet from the centerline intersection of Douglas Street and said El
10 Segundo Boulevard as said intersection is shown on Tract No. 26556, in said City as per map
11 filed in book 675, pages 93 and 94 of Maps, records of said County; thence South 00°00'00"
12 East 89.63 feet and the True Point of Beginning; thence South 00°00'00" East 56.62 feet.
13
14 Excepting therefrom that portion lying below an elevation of 112.20 feet and that portion
15 lying above an elevation of 125.00 feet based upon Los Angeles County Benchmark No.
16 Y10960, Hawthorne Quad, described as a Los Angeles County Department of Public Works
17 Benchmark Tag in south catch basin on El Segundo Boulevard 13.4 meters south of the
18 centerline and 5.5 meters west of the centerline prolongation of La Cienega Boulevard,
19 shown as having an elevation of 91.614 feet(1995 Adjustment, NAVD88).
20
21
22 Parcel
23 A strip of land 12.00 feet wide, over that portion of the Northeast Quarter of the Northeast
24 Quarter of Section 18, Township 3 South, Range 14 West of the Rancho Sausal Redondo in
25 the City of El Segundo, County of Los Angeles, Sate of California as per map filed in Case
26 No. 11629 of the Superior Court of said County on June 21, 1890 in the office of the County
27 Clerk of said County, a copy of which map is filed with the County Surveyor of said County
28 as Clerk's Filed Map No. 218, and that portion of the Southeast Quarter of Section 7 of said
29 Township 3 South, Range 14 West, the centerline of which is described as follows:
30
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PSOMAS 3834
1 Beginning at a point on the centerline of El Segundo Boulevard, distant thereon South
2 89°55'22" East 334.47 feet from the centerline intersection of Douglas Street and said El
3 Segundo Boulevard as said intersection is shown on Tract No. 26556, in said City as per map
4 filed in book 675, pages 93 and 94 of Maps, records of said County; thence South 00000'00"
5 East 61.89 feet to the intersection of the southerly line of the variable width right of way to
6 said City per document recorded May 28, 1987 as Instrument No. 87-833998, Official
7 Records of said County and the True Point of Beginning; thence North 00°00'00" West
8 111.89 feet to a line parallel with and 50.00 feet northerly of said centerline of El Segundo
9 Boulevard.
10
11 Excepting therefrom that portion lying below an elevation of 114.20 feet and that portion
12 lying above an elevation of 125.00 feet based upon Los Angeles County Benchmark No.
13 Y10960, Hawthorne Quad, described as a Los Angeles County Department of Public Works
14 Benchmark Tag in south catch basin on El Segundo Boulevard 13.4 meters south of the
15 centerline and 5.5 meters west of the centerline prolongation of La Cienega Boulevard,
16 shown as having an elevation of 91.614 feet (1995 Adjustment, NAVD88).
17
18
19 This legal description is delineated on accompanying "Exhibit B-1 — Bridge Easement —
20 Parcels 1, 2 & 3" and "Exhibit B-2 — Bridge Easement — Parcels 1, 2 & 3", is made a part
21 hereof for reference purposes and is not intended to be used in the conveyance of land in
22 violation of the Subdivision Map Act of the State of California.
23
24 Prepared umder the direction of
25 SUR
F
26 PE
27 .,gyp ; John Chiappe, Jr., PLS 7230
28 �'�� PSOMAS
29 t ,� 1b�2,` L-MIS
30 0E Date
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SCALE. 1" 30' SHEET OF 2 SHEETS
EXHIBIT B-1
BRIDGE EASEMENT — PARCELS 1, 2 & 3
IN THE CITY OF EL SEGUNDO
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA
Cpl. L
2 Parcel 3 _ wide it ��\
J, E 1-2 \* t�� c 111.89' long Bridge Easement 3 1%,
c to the City of EI Segundo at
F Ln Lower Elev - 114.20
i �F CA`\ v,p� Upper Elev - 125.00' r�� I gl rb
/0 1 EL SEGUNDO 56 '�
S8955'22"E 334.47
6.00' _I 6.00'
LO
01 LO BOULEVARD � coI
S'ly line of variable width cc I8 o
right—of—way to the City of 3
EI Segundo, per Inst No $ a
87-833998, recd 5/28/1987 N
�- M
M
I /
J
Parcel 1 — 23.90' wide x �^� ,
27.73' long, Bridge Easement 16.75 _ i c., F7.15
WI v 0 0 to the City of EI Segundo }
W L
p� N
oc v �X Parcel 2 0
V) c o
I _ 31.46' _ I _ 10.57 _ j o ` ��j� V� 5.75' _ _ I _ 5.75' o
52.03' ,! 7pf� w
11 M — N %
VV�T771Parcel 2 I
C3 1 56.62' long Bridge Easement
Q W o i0 to the City of EI Segundo
�
I I Lower Elev - 112.20' I I
0 Upper Elev - 125.00 3
O 1
o I I U 00
CIDn
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30' 0' 30' 60'
n i I DATE: 06/27/08 REVISED ON: 10/27/08 -11
GRAPHIC SCALE JOB No: 1AER010100 TASK 20 °
a
1 " = 30'
ace Corp. S O M A S
Aerospace p. 555 South Flower Street,Suite 4100
Building A9 Bridge PL-BRDG01 A ( ) 1400 (21)223-1444(FAX)
3834
SCALE: 1" 20' EXHIBIT B-2 SHEET 2 OF 2 SHEETS '
BRIDGE EASEMENT - PARCELS 1, 2 & 3
IN THE CITY OF EL SEGUNDO
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA
L
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I DATE: 06/27/08 REVISED ON: 10/27/08
GRAPHIC SCALE JOB No: 1AER010100 TASK 20a.
1 " = 20'
Aerospace Corp. S O M A S
p P• 555 South Floret Strout,Suite 4400
BuildingA9 Bride Los)2 W071PL-BRDGO 1 B (213)223-1400 (213)223-1444(FAX)