HomeMy WebLinkAboutAgenda Report - February 17, 1993 (62)CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Proposed Lease Agreement With Northern California Power
Agency {NCPAi at White Slough Water Pollution Control
Facility (STIG Project)
MEETING DATE: February 17, 1993
PREPARED BY: City Attorney
RBCOMMNDED ACTION: Council consideration and possible approval of lease
agreement with NCPA for location of a steam injected
gas turbine at White Slough Water Pollution Control
Facility.
BACKGROUND: As the City Council may be aware, negotiations have
been going on for some time on a proposed lease
agreement between the City and NCPA for location of a
gas turbine at the White Slough plant as part of NCPA's electric generation
capability. Attached is the proposed final draft, which NCPA has already
approved.
The premises would total approximately 10 acres, broken into two 5 -acre
parcels. Initially, NCPA will be occupying only one parcel, but wanted the
second for a possible future expansion. The rents will begin at $1354 per
month for the first parcel, going to $2708 per month when the second parcel is
utilized. The initial term of the lease agreement is for 50 years, with
periodic rent adjustments and extension provisions included.
Under this arrangement, NCPA will actually own and operate the physical
facilities, but the City will continue to own the ground. The City will also
be a 39.5 percent participant in the project, meaning that Lodi intends to
avail itself of a large portion of the plant's capacity.
initial plans and environmental clearances have been completed. If this lease
agreement is approved by the Council, construction would begin in the near
future. A representative of the Public Works Department will be present at the
February 17, 1993 Council meeting to answer technical questions.
Council approval is recommended.
FUNDING: Does not apply.
Respectfully submitted,
Bob McNatt
City Attorney
h
APPROVED
THOMAS A. PETERSON recyle paper
City Manager J
NC PAAGR . CC /TXTA . 01 V L'(;-'
GROUND LEASE
by and between
THE CITY OF LODI
(Landlord)
and
NORTHERN CALIFORNIA POWER AGENCY
(Tenant)
GROUND LEASE
TABLE OF CONTENI'S
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PAGE
1'
Premises ..............................................................................................................
I
2-
Use ..---_---~.-.-'~~--.'-~'---.---------.~-----.--'.--'--------'-I
3.
Term
.......................................................... .........................................................
I
4.
Rent .--'-----_---__--_------_-------------_---_--'--'-_--'J
(A)
Monthly Rent ........................................................................................
3
(B)
Rental Adjustments '-_--_----_-------..-~---_-------_'-2
(C)
Payments .--------'--------.-----------.---_-'--.----__'.
2
5.
Utilities ................................................................................................................
2
6.
Repairs and Maintenance ...............................................................................
2
7.
Mechanic's Liens ......................................................................................... .....
3
(A)
Covenant Against Liens and Claims ................................................
3
(B)
Tenant's Right to Contest Lie�os..---..--.--.----.~...-----.~..
4
(C)
Landlord Paying Claims ......................................................................
&
8.
Insurance and Indemnity ................................................................................ 5
(A)
Landlord's NQoliability....................................................................... 5
(8)
Indemnification of Landlord .............................................................. 5
(C)
Liability Insurance ................................................................................
5
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(E) Failure to Provide Insurance..............................................................6
(F) Waiver of Subrogation........................................................................7
9.
Landlord's Covenants......................................................................................7
(A) Water Supply.........................................................................................7
(B) Discharge of Water...............................................................................8
i0.
Repair and Restoration....................................................................................8
11.
Assignment and Subletting............................................................................8
12.
DefauIt.................................................................................................................8
13.
Remedies in Event of Default........................................................................9
14.
Estoppel Certificates........................................................................................10
15.
Ownership of Improvements......................................................................10
(A) Attorneys' Fees....................................................................................11
(B) Waiver..................................................................................................11
(C) Holding Over.......................................................................................11
(D) Surrender at End of Term.................................................................12
(E) Lease Binding Upon Successors and Assigns...............................12
(F) Inspection.............................................................................................12
(G) Relationship of Parties.......................................................................12
(H) Time of the Essence............................................................................13
(1) Memorandum of Lease.....................................................................13
(n Quitclaim..............................................................................................13
(K) Number and Gender..........................................................................13
(L) Headings and Titles............................................................................13
(N) Force Majeure......................................................................................14
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(0) Disclaimer of Representation...........................................................14
(P) Quiet Enjoyment.................................................................................15
(Q) Termination.........................................................................................15
17. Payments and Notices....................................................................................15
18. Right of First Refusal.....................................................................................lb
19. Abandonment and CIosure of Injection Wells........................................17
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GROUND LEASE
THIS LEASE, entered into this /7'" day of
1993 by and between the CITY OF LODI, a municipal corporation
("Landlord"), and NORTHERN CALIFORNIA POWER AGENCY ('Tenant").
1. Premises. Landlord leases to Tenant and Tenant leases from
Landlord that real property in the City of Lodi, County of San Joaquin,
California, described in Exhibit A attached hereto and made a part hereof.
The premises leased to Tenant are referred to in this Lease as the "Leased
Premises" or the "Premises."
2 Use. Tenant shall have the use of the Leased premises for the
purpose of the construction, operation and maintenance of a gas turbine
power generation plant and incidental ancillary uses (the "Project'), and for
any other lawful purpose.
3. Term; Extension. The term of this Lease shall commence on
January 1, 1993 ("Commencement Date"), and shall terminate, unless earlier
terminated in accordance with the provisions of this Lease, on a date fifty (50)
years from the Commencement Date. Tenant's right to exclusive possession
shall commence on the Commencement Date. Tenant shall have the right to
extend the term of this i.e.-se on all the terms and conditions set forth herein
for an additional period oc fifty (50) years, to be exercised by written notice to
Landlord during the last year of the initial term of this Lease.
4. Rent.
(A) Monthly Rent. Rent pavments will begin on a monthly
basis on the Commencement Date. Tenant shall pay to Landlord rent on or
before the first day of each calendar month during the term of this Lease, in
advance. The monthly rent shall be ONE THOUSAND THREE HUNDRED
FIFTY-FOUR DOLLARS ($1,354) per month for one unit, TWO THOUSAND
SEVEN HUNDRED EIGHT DOLLARS ($2,708) per month for two units.
(B) Rental Adjustments. The rent shall not be adjusted for
the first ten (10) years of the term. The rent may be adjusted on January I of
the eleventh (11th) year and each tenth (10th) year thereafter. Following an
adjustment, the rent will remain fixed for ten (10) years. The adjustment
shall be based on market conditions and cannot exceed twenty-five
percent (25%) of the then -current rent. Tenant and Landlord may each
submit information to the other establishing the market conditions then in
effect and the reason for any adjustment. Tenant and Landlord shall act in
good faith and cooperate with one another in establishing any adjustment.
(C) Payments. All rent to be paid by Tenant to Landlord shall
be in lawful money of the United States of America and shall be paid without
deduction or offset, prior notice or demand, and at such place or places as may
be designated from time to time by Landlord.
5. Utilities. During the term of this Lease, Tenant agrees to pay all
charges and expenses in connection with utility services and to protect
Landlord and the Leased Premises from all such charges and expenses.
6. Repairs and Maintenance.
(A) At all times during the term of this Lease, Tenant shall, at
its cost and expense, maintain the Leased Premises and all improvements
thereon in good order and repair and safe condition, including but not
limited to, fences and roadways predominantly used by Tenant. Tenant shall
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keep Landlord apprised of, the volume and nature of truck traffic upon the
demised premises.
(B) Landlord shall not be obligated to make any changes,
alterations, additions or repairs in, on or about the Leased Premises or any
part hereof or any improvements installed thereon. Tenant waives all
provisions of law that may impose a duty of repair on Landlord.
(C) Tenant shall indemnify and save harmless Landlord
against all actions, claims and damages by reason of (1) Tenant's failure to
perform the terms of this paragraph, or (2) Tenant's nonobservance or
nonperformance of any law, ordinance or regulation applicable to the Leased
Premises, and any liability or duty to repair imposed by the laws of California.
(D) Tenant agrees to construct a perimeter fence around the
Leased Premises according to the attached specification.
7. Mechanic's Liens.
(A) Covenant Against Liens and Claims. Tenant shall not
allow or permit to be enforced against the Leased Premises or any part thereof,
any mechanic's, materialmen's, contractor's or subcontractor's liens arising
from any claim growing out of work of any construction, repair, restoration,
operation, replacement or improvement, or any other claim or demand no
matter how the same may arise. Tenant shall pay or cause to be paid all of
said liens, claims or demands before any lawsuit is brought to enforce them
against the Leased Premises. Tenant agrees to indemnify and hold the
Landlord and the Leased Premises free and harmless from all liability for any
and all such liens, claims and demands, together with reasonable attorneys'
fees and all costs and e\penses incurred by Landlord in connection therewith.
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(B) Tenant's Right to Contest Liens. Notwithstanding
anything to the contrary set forth above, if Tenant shall in good faith contest
the validity of any such lien, claim or demand, then Tenant shall, at its
expense, defend itself and Landlord against the same and shall pay and satisfy
any adverse judgment that may be rendered thereon before the enforcement
thereof against Landlord or the Leased Premises.
(C) Landlord Pa ing_Claims. In the event Tenant shall fail to
pay and discharge or cause to be paid and discharged, when due and payable,
any tax, assessment or other charge upon or in connection with the Leased
Premises, or any lien or claim for labor or material employed or used or any
claim for damages arising out of the construction, repair, restorati,)n,
replacement, maintenance and use of the Leased Premises and any
improvements thereon, or any judgment on any contested lien or claim, or
any insurance premium or expense in connection with the Leased Premises
and improvements, or any other claim, charge or demand which Tenant has
agreed to pay or cause to be paid under the terms of this Lease, and if Tenant,
after ten (10) business days' written notice from Landlord to do so shall fail to
pay and discharge the same, or in the event Tenant contests such tax,
assessment, claim or charge then Landlord may, at his option, pay any such
tax, assessment, insurance expense, lien, claim, charge or demand, or settle or
discharge any action therefor, or judgment thereon, and all costs, expenses
and other sums incurred or paid by Landlord in connection with any of the
foregoing shall be paid by Tenant to Landlord upon demand, together with
interest thereon at Bank of America's prime rate from the date incurred or
paid. Any default in such repayment by Tenant shall constitute .a breach of
the covenants and conditions of this Lease..
8. Insurance and Indemnity.
(A) Landlord's Nonliability. Landlord shall not be liable for
any loss, damage or injury of any kind to any person or property arising from
any use of the Leased Premises, or any part thereof, or caused by any defect in
any building, structure or other improvement thereon or in any equipment
or other facility therein, or caused by or arising from any act or omission of
Tenant or any of its agents, employees, licensees or invitees, or by or from any
accident on the Leased Premises or any fire or other casualty thereon, or
occasioned by the failure of Tenant to maintain the Leased Premises and all
improvements thereto in a safe condition, or arising from any other cause
except where caused by the negligence of Landlord, its agents or employees.
(B) Indemnification of Landlord. Notwithstanding anything
to the contrary contained in this Lease, and irrespective of any insurance
carried by Tenant for the benefit of Landlord under the terms of this Lease,
Tenant agrees to protect, indemnity and hold the Landlord and the Leased
Premises harmless from any and all damages and liabilities at any time
occasioned by or arising out of (1) any act, activity or omission of Tenant, or of
anyone holding under Tenant, or (2) the occupancy or use of the Leased
Premises or any part thereof, by or under Tenant, or (3) any state or condition
of the Leased Premises or any part thereof.
(C) Liability Insurance. Tenant shall procure and maintain at
all times during the term of this Lease, at its sole cost and expense, a policy or
policies of commercial public liability insurance by the terms of which
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Landlord and Tenant are named as insured and are indemnified. against
liability for damage or injury to property or person, including death, of any
person entering upon or using the Leased Premises or any improvements
thereon or any part thereof, with a combined single limit for bodily injury
and property damage in an amount of not less than ONE MILLION
DOLLARS ($1,000,000). Such public liability insurance policy or policies shall
be stated to be primary and noncontributing with any insurance which may
be carried by Landlord and shall contain a provision (provided such
provisions are available without increased premium) that the' Landlord,
although named as an insured shall nevertheless be entitled to recover wide>
that policy for any loss, injury or damage to the Landlord, its agents and
employees or the property of such persons by reason of the negligence of
Tenant. Tenant may at its option self -insure upon the foregoing terms.
(D) Certificate of Insurance. All policies of insurance
procured and maintained by Tenant hereunder shall be issued by companies
having not less than Best's A: Class X rating and shall be issued in the name
of the Landlord and Tenant for the mutual and joint benefit and protection of
the parties. Executed copies of all insurance policies or a certificate thereof
shall contain a provision that not less than thirty (30) days' written notice
shall be given to Landlord prior to the cane-K.Ai,on, reduction of coverage,
expiration or any material change in any such policy.
(E) Failure to Provide Insurance. If Tenant fails or refuses to
procure or to maintain insurance as required by this Lease or fails or refuses
to furnish Landlord with required proof that the insurance has been procured
and is in force and paid for, Landlord shall have the right at Landlord's
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election, upon ten (10) days advance written notice, to procure and maintain
such insurance. The premiums paid by landlord shall be treated as added
rent due from Tenant with interest at the Bank of America prime rate, to be
paid within thirty (30) days of demand. Landlord shall give prompt notice of
the payments of such premiums, stating the amounts paid and the names of
the ;:Lsurer or insurers.
(F) Waiver of Subrogation. The parties hereby release each
other, and their respective representatives, from any claims for damage to any
person or to the Premises and the improvements which may be located upon
the Premises and to the fixtures, personal property, tenant's improvements
and alterations of tenant in or on the Premises and the improvements which
may be located upon the Premises that are caused by or result from risks
insured against under any insurance policies carried by the parties hereto and
in force at the time of any such damage. Each party hereto shall cause each
insurance policy- obtained by it to provide that the insurance company waives
all right of recovery by way of subrogation against either party in connection
with any damage covered by any policy, provided obtaining such a waiver in
each such policy is then available at a reasonable charge. Neither party hereto
shall be liable to the other for any damage caused by fire or any of the risks
insured against under any insurance policy required by this Lease.
9. Landlord's Covenants.
(A) Water Supply. Landlord shall make available to Tenant a
minimum of 550,000 gallons per day of reclaimed water from the White
Slough Treatment Plant.
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(B) Dische of Water. Landlord shall upon payment by
Tenant of applicable connection fees, accept Tenant's domestic wastewater
from the project into the White Slough Water Pollution Control Facility or
other suitable treatment plant.
10. Repair and Restoration. If during the term of this Lease any
building or improvement on the Leased Premises or any part thereof shall be
damaged or destroyed by fire or other casualty, Tenant may, at its sole cost and
expense, repair or restore the same or may elect not to repair or restore. _If
Tenant elects not to repair or restore, this Lease shall terminate. Tenant
waives the provisions of Civil Code Sections 1932(2) and 1933(4) with respect
to any destruction of the Premises. Any monies received by Landlord as
compensation for damage or loss to improvements installed by Tenar.: on the
Premises shall be paid to Tenant and are hereby assigned to Tenant.
11. Assignment and Subletting. Tenant may not encumber, assign,
sublease or otherwise transfer this Lease, or any right or interest hereunder,
or in or to any of the improvements constructed or installed on the Leased
Premises, in whole or in part, without the prior written consent of Landlord.
Such consent shall not be withheld unreasonably.
12. Default. The occurrence of any one or more of the following
events shall constitute a default under this Lease by Tenant:
(A) Failure to pay an installment of rent or other sum;
(B) Failure to pay any insurance premium, lien, claim,
demand, judgment or other charge provided for in this Lease to be paid or
caused to be paid by Tenant at the time and in the manner as provided in this
Lease;
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(C) Failure to maintain the Leased Premises or cause the same
to be maintained as provided for in this Lease;
(D) Abandonment of the Leased Premises after completion of
construction for a continuous period of one hundred twenty (120) days; or
(E) Failure to perform or breach of any other covenant,
condition or restriction provided for in this Lease.
13. Remedies in Event of Default. Upon any default of Tenant, and
in the event the said default is due to the failure of Tenant to make the
payment of any installment of rent or other sum when due, and in the event
Tenant shall fail to remedy such default within ten (10) days after written
notice to do so, or upon any other default by Tenant, and in the event that
Tenant shall fail to remedy such other default within thirty (30) days after
written notice from Landlord so to do specifying the nature of such default, or
if such default cannot be cured within _airty (30) days, Tenant has not
commenced corrective action and prosecuted the same to completion with
due diligence, or in the event that the default is of such a nature that it cannot
be cured by any action of Tenant, then and in any of these events, in addition
to any other remedy Landlord may have by operation of law, Landlord shall
have the right but not the obligation without any further demand or notice to
reenter the Leased Premises and eject all persons from the Leased Premises,
using due process of law, and immediately terminate Tenant's right to
possession of the Premises, and repossess the same by summary proceedings
or other appropriate action, and Landlord shall thereupon be entitled to
receive from Tenant all damages allowed by law.
14. Estoppel Certificates. Landlord and Tenant shall, ,respectively, at
any time and from time to time upon not less than ten (10) days' prior
written request by the other, deliver to the requesting party an executed and
acknowledged statement in writing certifying:
(A) That this Lease is unmodified and in full force and effect
,or if there has been any modification(s) thereof that the same is in full force
and effect as modified, and stating the nature of the modification or
modifications);
(B) That to its knowledge the requesting party is not in default
under this Lease (or if any such default exists, the specific nature and extent
thereof);
(C) The date to which rent and other charges have been paid
in advance, if any; and
(D) Such other information pertaining to this Lease as may
reasonably be requested.
Each certificate delivered pursuant to this paragraph may be
relied on by any prospective purchaser or transferee of the Leased Premises or
of Landlord's or Tenant's interest hereunder or by any fee mortgagee of the
Leased Premises or of Landlord's or Tenant's interest hereunder or by any
assignee of any such mortgagee.
15. Ownership of Improvements. Title to any buildings,
improvements or fixtures which may be placed on the Premises by Tenant
shall remain in Tenant. Landlord agrees to subordinate all rights, if any,
which Landlord may have in any of such improvements to the rights of
Tenant. Tenant may remove the improvements at any time during the term
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of this Lease. Any improvements remaining on the Premises after expiration
or sooner termination of the Lease shall become the property of Landlord.
16. Miscellaneous.
(A) Attorneys' Fees. In the event any action is brought by
Landlord to recover any rent due and unpaid hereunder or to recover
possession of the Leased Premises, or in the event any action is brought by
Landlord or Tenant against the other to enforce or for the breach of any of the
terms, covenants or conditions contained in this Lease, the prevailing party
shall be entitled to recover reasonable attorneys' fees to be fixed by the Court,
together with costs of suit therein incurred.
(B) Waiver. No waiver of any breach of any of the terms,
covenants, agreements, restrictions or conditions of this Lease shall be
construed as a waiver of any succeeding breach of the same or other
covenants, agreements, restrictions and conditions hereof. No delay or
omission of Landlord to exercise any right or remedy shall be construed as a
waiver of any such right or remedy or of any default by Tenant under this
Lease. The various rights and remedies reserved to Landlord herein
including those not specifically described in this Lease shall be cumulative
and, except as otherwise provided by California statutory law in force at the
time of execution of this Lease, Landlord may pursue any or all of such rights
and remedies whether at the same time or otherwise.
(C) Holding Over. If Tenant shall hold over the Leased
Premises after the expiration of the term hereof with the consent of Landlord,
either express or implied, such holding over shall be construed to be only a
tenancy from month to month, subject to all the covenants, conditions and
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I
obligations hereof, and Tenant hereby agrees to pay to Landlord the same
rental as provided in this Lease; provided, however, that nothing herein
contained shall be construed to give Tenant any rights to so hold over and to
continue in possession of the Leased Premises after the expiration of the term
hereof.
(D) Surrender at End of Term. Upon the end of the term of
this Lease, as provided herein, or any extension thereof, or sooner
termination of this Lease, Tenant shall surrender to Landlord all and singular
the Leased Premises, together with all improvemeias as hereinabove
provided, and all fixtures and equipment. Upon surrender of the Premises,
Tenant shall, if directed by the Public Works Director, remove at its own
expense any and all equipment remaining thereon.
(E) Lease Binding Upon Successors and Assigns. Subject to
the limitations on assignment and subleasing, each of the terms, covenants
and conditions of this Lease shall extend to and be binding on and inure to
the benefit of not only Landlord and Tenant, but each of their successors and
assigns. Whenever in this Lease reference is made to either Landlord or
Tenant, the reference shall be deemed to include, wherever applicable, the
successors and assigns and such parties the same as if in every case expressed.
(F) Inspection. Landlord reserves the right for Landlord and
Landlord's agents and representatives to enter upon the Leased Premises at
any reasonable time for the purpose of attending to Landlord's interest
hereunder, and to inspect the Leased Premises.
(G) Relationship of Parties. The relationship of the parties
hereto is that of Landlord and Tenant, and it is expressly understood and and
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agreed that Landlord does not in any way nor for any purpose become a
partner of Tenant or a joint venturer with Tenant in the conduct of Tenant's
business or otherwise, except as provided by the Phase 2 and Phase 3
combustion turbine project number 2 agreements.
(H) Time of the Essence. Time is expressly declared to be of
the essence of this Lease.
(1) Memorandum of Lease. This Lease shall not be recorded,
but the parties agree to execute and deliver a Memorandum of this Lease in
recordable form, which Memorandum shall be recorded.
(j) Quitclaim. At the expiration or earlier termination of this
Lease, Tenant shall execute, acknowledge and deliver to Landlord within
five (5) days after written demand from Landlord to Tenant any quitclaim
deed or other document required by any reputable title company to remove
the cloud of this Lease from the real property subject to this Lease.
(K) Number and Gender. Whenever the singular number is
used in this Lease and when required by the context, the same shall include
the plural, and the masculine gender shall include the feminine and neuter
genders, and the word "person" shall include corporation, firr. i or association.
If there is more than one Tenant, the obligations imposed under this Lease
upon Tenant shall be joint and several.
(L) Headings and Titles. The marginal headings or titles to
the paragraphs of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part of this Lease.
(M) Entire Agreement. This Lease contains the entire
agreement of the parties hereto with respect to the matters covered hereby,
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and no other previous agreement, statement or promise made by any party
hereto which is not contained herein shall be binding or valid.
(N) Force Majeure. Except as to the payment of rent, neither
of the parties hereto shall be chargeable with, liable for, or responsible to, the
other for anything or in any amount for any delay caused by fire, earthquake,
explosion, flood, hurricane, the elements, acts of God, or the public enemy,
action or interference of governmental authorities or agents, war, invasion,
insurrection, rebellion, riots, strikes, or lockouts or any other cause whether
similar or dissimilar to the foregoing, which is beyond the control of such
parties and any delay due to said causes or any of them shall not be deemed a
breach of or default in the performances of this Lease.
(0) Disclaimer of F...,,2resentation. Except as otherwise
specifically provided herein, Landiord has made no representations or
warranties to the Tenant concerning the Leased Premises, the present use
thereof or the suitability for Tenant's intended use of the property. The
foregoing disclaimer includes, without limitation, topography, climate, air,
water, water rights, utilities, present and future zoning, soil, subsoil, drainage,
access to public roads, proposed routes of roads, or extension thereof, or effect
of any state or federal environmental protection laws or regulations. Tenant
represents and warrants to Landlord that he and his representatives have
made or will make their own independent inspection and investigation of
the Leased Premises and Tenant, in entering into this Lease, is relying solely
on such inspection and investigation. No patent or latent physical condition
of Leased Premises, whether or not known or discovered, shall affect the
rights of either party hereto. Any agreement, warranties or representations
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not expressly contained herein shall in no way bind either Tenant or
Landlord. Landlord and Tenant waive any right or rescission and all claims
for damages by reason of any statement, representations, warranty, promise
and agreement, if any, not contained in this Lease.
(P) Quiet Enjoyment. This Lease is subject and junior only to
all existing easements, covenants, conditions and restrictions and other
matters and encumbrances of record as of the date of this Lease. As long as
Tenant is not in default of any provision of this Lease, Tenant shall have
quiet enjoyment of the premises.
(Q) _ -!rmination. Tenant may terminate this Lease at any
time upon six (6) months advance notice.
17. Pad ments and Notices. Any notice to be given or other
document to be delivered by either party to the other party may be given by
personal delivery or may be deposited in the United States mail in the State of
California, duly registered or certified, with postage prepaid, and addressed to
the party for whom intended as follows:
To Landlord: Thomas A. Peterson
City Manager
221 West Pine Street
Lodi, CA 95240
To Tenant: Northern California Power Agency
Attn: Assistant General Manager
180 Cirby Way
Roseville, CA 95678
Either party hereto may from time to time by written notice to the
other party designate a different address which shall be substituted for the one
specified above. If any notice or other document is sent by registered or
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certified mail, as provided above, the same shall be deemed served or
delivered seventy. -two (72) hours after the mailing thereof.
18. Right of First Refusal. Landlord shall not at any time during the
term of this lease sell or convey or agree to sell or convey all or any portion of
the Leased Premises without first having complied with the requirements of
this Paragraph. If landlord shall desire to sell or convey all or any portion or
portions of the Leased Premises, Landlord shall obtain from a third party a
bona fide arms' length offer (the "Offer") and Landlord shall submit a written
copy of the Offer to Tenant and shall give Tenant forty' -five (45) days within
which to elect to meet the Offer. If Tenant elects to meet the Offer, Tenant
shall give Landlord written notice thereof and closing shall be held within
forty-five (45) days thereafter, whereupon Landlord shall convey to Tenant all
or any portion of the Leased Premises which are the subject of the Offer. At
closing, Landlord shall deliver to Tenant a grant deed, sufficient to convey to
Tenant fee simple title to the Premises free and clear of all liens, restrictions
and encumbrances. Landlord shall pay all transfer taxes in connection with
such conveyance. This right of first refusal shall continue as to any and all
portions of the Leased Premises. In the event Tenant shall elect not to met
any Offer, Landlord may thereafter sell the portion or portions of the Leased
Premises which are the subject of the Offer only to the party who made the
Offer and only strictly in accordance with the terms thereof. To prevent
Landlord from defeating the rights of Tenant hereunder, Landlord agrees that
Landlord will at no time accept an offer to purchase all or any portion of the
Leased Premises together with any other property of Landlord in
contravention of Tenant's right to purchase the Premises.
19. Abandonment and Closure of Injection Wells. . Upon
termination of this lease, Tenant, at its sole expense, shall provide for the
abandonment and closure of any and all injection wells utilized on site by
Tenant. Such abandonment shall be done in compliance with all applicable
state and federal laws and regulations and under the direction of the
California Department of Oil and Gas.
This Ground Lease has been executed on the date first set forth, to
become effective as provided for in paragraph 3 hereof.
LANDLORD•
CITY OF LODI, a municipal
corporati /]
.;= CJS .
THOMAS A. PETERSON
Its City Manager
Date: L;t/Zt-/43
TENANT:
NORTHERN CALIFORNIA POWER
AGENCY
141
Its allklt . % /P44
Date:_�
ATTEST:
J". A A —2
NIFER . PERRIN
City Clerk
Approovve)dl As To Form:
BOBBY W. Mc TT
City Attorney
Ground [rase/4/NCPA/Lodi 03791/103
-17- 14Dt c92 mmc
DESCRIPTION FOR LAND LEASE PURPOSES
A portion of the southeast quarter of Section 23 and the
southwest quarter of Section 24, Township 3 North, Range 5 East,
Mount Diablo Base and Meridian, being more particularly described
as follows:
COMMENCING at the southwest corner of said Section 24;
thence South 89'48'30" East along the south line of
said Section 24, a distance of 154.09 feet, more or
less, to a point on the east line of that strip of land
granted as an easement to the Pacific Gas and Electric
Company described in Deed dated September, 6, 1957, in
Book 2013 of Official Records at Page 426, San Joaquin
County Records and the PO=NT OF BEGINNING of this
description; thence North 23056' West along said east
line,' a distance of 533.43 feet; thence North 68039'30"
East, parallel with and 20.00 feet south of the center
of the south levee of the White Slough Water Pollution
Control Plant Skimming Ponds, a distance of 676.34
feet; thence South 20°58" East, a distance of 788.22
feet to the south line of said Section 2:; thence North
89°40'30" West along said south line, a distance or
595.61 feet, more or less, to the point of beginning.
Contains 10.0 acres, more or less.
Also, the centerline of a 20.00 foot wide easement being more
particularly described as follows:
COMMENCING at the southwest corner of said Section 24;
thence South 89"48'30" East along the south line of
said section, a distance of 849.70 feet; thence North
20°58" 'west, a distance of 46.35 feet to a point nn the
center of a dirt access road and the POINT OF BEGINNING
of this description, said point bears North 89010111"
East, a distance of 28.66 feet from a monitoring well
located in the southeast corner of above described
land; thence South 89046'53" East, a distance of 411.14
feet; thence along the arc of a curve concave to the
ncrth having a radius of 100.00 feet through a central
angle of 46°26'20", a distance of 81.05 feet; thence
North 43046'4 East, a distance of 299.'- feet; thence
along the arc of a curve concave to the gest having a
radius of 125.00 feet through a central angle
64.13'48 a distance of 140.13 feet; thence North
20'27'01" West, a distance of 472.34 feet, more or
less, to the center of the paved entrance road to the
White Slough Water Pollution Control Plant.
Contains .65 acres, more or less.
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3-04
room should be 4:-mnediately adjacent to the boiler
with a glass window (6 ft wide x 3 ft high). The
operator should be able to vie:: the unit simply by
looking up from the control board. The Owner will
require space for five 36 inch wide control panels at
Ceres and three 36 inch- wide control panels (I-SCADA
panel, I-C/R panel, and 1- spare) at Lodi. Phone
system should include vara: public address capability;
Electrical Room ( 30 f x 40 ft minlnum dimensions)
which will contain e lectrica 1 switchgear, motor
control centers, etc.; and the Turbine Area (Ceres
Only) to hovze the turbine enclosure and the
generato-. it offices, iunc;: rocs, testing lab,
electrical room, and tech shop stall be finished with
vinyl floors, painted cvpsu--I board walls and
suspended acoustical ceilings. The, restrooms and
locker facilities shall _e =- nished with ceramic
floor tile, ceramic wall Zile, and water resistant
gypsum board ceilings. The lab coup --estop shall be
black slate or stainless steel. All room finishes
shall be in accordance with AIA .standards and subject
to approval by the Owner. =_'_1 cher areas not
requiring =4.n -;shed surfaces s:.all ^ave acoustical
metal liner panel cove:_ng the insulation and
building support steel. Acoustical insulation shall
to used to prevent no=se transmission to :ther areas.
3. warehouse ( 3 0 ft x 60 ft minimum dimensions) for
spare parts for the facility shall be included.
All pre-engineered buildings proposed shall be Star or Varco
Pruden.
3.8.7 Site Fencinc
The entire site shall be fenced -itl: a e_cht =cot high fence
complete with extension arms w... tree +rows of two -strand
barbed wire projecting at a:, angle of a.orcximately 45 deg
extending outward. The fencing =aterial ss all be vinyl coated
No. 9 gage good duality steer wire. The fabr_: shall have a
uniform diamond mesh aperoxi-ate'v 2 in between. the parallel
sides. Top and 'bottom se:wages sail have a twisted and barbed
finish.
The Contractor shall provide at the ;Hain entrance a motor -
operated gate. The Contractor s::all also provide an intercom
System from the :Hain gate to the control room and allow for
remote operation of the main gate _=om the control room.
Fence posts, gates, and accessories, such as bar ed and tension
wire, ties, bands, clips, stretcher bars, post tops, post
braces, and gate hinges, latches, stops, and keepers shall be in
r
accordance with Indus =ial Steel Specifications% r Fence -Posts,
Gates, and Accessories of the Chain Link Fence Manufacturers
Institute except as follows:
intermediate posts shall be Type I or Type 11 round pipe.
Posts shall have holes suitable for the through passage of a top
fence rail.
Bottom reinforcing wire shall be No. 7 gage galvanized steel
wire.
Double gatez shall have eccentric double locking type latches
which engage strikes securely bolted to the gate frames at both
top and bottom, and also engage a hea n :malleable iron
nonfreezing gate stop. anchored in a concrete tooting at the
center of the double gate opening. Latches shall be readily
locked with a padlock.
Hinges for swing gates shall allow gates to swing back parallel
to the fence.
3.8.8 Site Gradinc
The entize site shall be graded zo maintain, it at an elevation
above the 100 year flood level. The current elevation of the
Lodi site is 5-7 feet above sea level. The 100 year &41ocd level
is 8 feet above sea level. The Contractor is required to scoil
all topsoil at the site, however, no fill m?feria= is available
at the site. At Ceres (Turlock), the site is above the 100 year
flcod level, however, the adjacent land to the west of the site
cannot be used as a spoil/borrow area.
The entire site shall be paved with a minimum of- 2 inches of
asphalt in the non -road areas.
Roadways on the site shall be designed in accordance with
CALTRAiJS standards and guidelines.
The store runoff from the site shall be collected, processed'' in
an oil -water separator, and stored in a Cezer.tior. pond capable
o: holding a ten year storm.
The Contractor shall supply alternate pricing in its proposal
for installing a gravel road from Crows Foot Landing to the
Project site. Thu easement is 20 feet wide and the IencTth of
the road will be 2306 feet. The Contractor shall assume tuo
inches of roadway gravel upon a prepared base.
At the Lodi site, for the purposes of the proposal, the
Contractor is to assume the site requires three feet of fill
over the entire site above the current grade. In addition to
the three feet of fill, the Contractor shall determine how much