Res 1409 - Comm Lease Agmt SP T
COUNCIL BILL NO. 1788
RESOLUTION NO. 1409
A RESOLUTION ENTERING INTO A COMMERCIAL LEASE AGREEMENT WITH THE
SOUTHERN PACIFIC TRANSPORTATION COMPANY FOR PROPERTY IN WOODBURN AND
AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT.
WHEREAS, The City of Woodburn has purchased a building and property located at
121 liB" Street, and
WHEREAS, The Southern Pacific Transportation Company owns property on which
a portion of the building at 121 "B" Street is constructed, and
WHEREAS, The City must complete a commercial lease agreement with the Southern
Pacific Transportation Company to fully utilize the building at 121 UB" Street; NOW
THEREFORE
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into a commercial lease agreement with
the Southern Pacific Transportation Company. A copy of said agreement is attached
hereto as Exhibit" A" and, by this reference, incorporated herein.
Section 2. That the Mayor of the City of Woodburn is authorized to sign said
agreement on behalf ~ty. ^/J ~
Approved as to form: .~/~ 4-LO.-Cf-q-
City Attorney
CoU,(\ ~I I'd J
frILH ~
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
ATTEST: (Y)~ 1..J-n.YI. ~
'Ma~nt, Recorder
City of Woodburn, Oregon
April 14, 1997
Apri 1 17, 1997
Apri 1 17, 1997
Apri 1 17, 1997
Page 1 -
COUNCIL BILL NO. 1788
RESOLUTION NO. 1409
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Approved as to Form
By General Counsel
January 1990
COMMERCIAL LEASE
NON-O
M.P. CC 737.78R (N)
THIS LEASE is made and entered into this 17th day of April
___, 19 97, by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY, a
Delaware corporation, (herein "Lessor"), and the CITY OF WOODBURN, a
municipal corporation of the State of Oregon, (herein "Lessee").
PART I
BASIC LEASE TERMS
A. PREMISES
The term" Premises" shall refer to the land and any improvements and
facilities located thereon, at or near Woodburn, County of Marion,
State of Oregon, as shown on Drawing No. L-5404-A, Sheet No. 24,
dated December 6, 1982, attached hereto as Exhibit "A" and made a
part hereof.
B. EFFECTIVE DATE
This Lease shall take effect on October 10, 1996, ("Effective
Date") .
C. TERM
This Lease shall be for a term of thirty (30) days ("Lease Term")
from Effective Date hereof and shall continue on a month-to-month
tenancy basis until terminated hereunder.
D. TERMINATION
This Lease shall be terminable by either party at any time without
cause on thirty (30) days' advance written notice to the other.
E. USE
The Premises shall be used by Lessee solely and exclusively for
maintenance and use of lessee-owned improvements for a municipal
public works shop.
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IN WITNESS WHEREOF, the parties hereto have execut-=d, or have caused
to be executed, this Lease in duplicate the day and year first above
written.
SOUTHERN PACIFIC TRANSPORTATION COMPANY
By:
Title:
CITY OF WOODBURN
By:
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Title:
KSM/jrp
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F . RENT
Commencing as of the Effective Date hereof, Lessee shall pay to
Lessor as rent for the Premises ("Base Rent") the sum of TWO
THOUSAND FOUR HUNDRED DOLLARS ($2,400) per annum, payable annually
in advance, with the first year's rent to be paid on or before the
execution hereof.
G. BASIS OF RENT ADJUSTMENT
Base Rent shall be adjusted based on the higher of the CPI Factor
(defined in Section 5 of the General Lease Terms) as indicated on
the Consumer Price Index, Urban Wage Earners and Clerical Workers,
U. S. City Average, All Items (1982-84 = 100), ("Index"), published
by the United States Department of Labor, Bureau of Labor
Statistics, or any successor or substitute index published as a
replacement for the Index by any united States governmental agency;
or the fair rental value of the Premises at the time of said
revision.
H. SECURITY DEPOSIT
WAIVED
I. PROOF OF INSURANCE
On or before the execution of this Lease, Lessee shall furnish to
Lessor proof of insurance as required under Section 14 of the
General Lease Terms, and the effective date of insurance coverage
shall be no later than the Effective Date of this Lease.
J. ADDRESSES FOR NOTICES
All not ices
follows:
to either Lessor or Lessee shall be addressed as
To Lessor:
SOUTHERN PACIFIC TRANSPORTATION COMPANY
San Francisco Regional Office - Real Estate
Southern Pacific Building, Suite 912
One Market Plaza
San Francisco, CA 94105
To Lessee:
CITY OF WOODBURN
270 Montgomery St.
Woodburn, OR 97071
K. PAYMENTS TO LESSOR
Checks shall be made payable to Lessor and shall be mailed to File
61860, P. O. Box 60000, San Francisco, California 94160-1860.
The foregoing Basic Lease Terms and the General Lease Terms set
forth in attached Part II are incorporated into and made parts of this
Lease.
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File Reference: Woodburn - City of
Date: December 2, 1996
PART II
GENERAL LEASE TERMS
1. PREMISES AND TERM
Lessor hereby leases to Lessee the Premises for the tenancy shown
in the Basic Lease Terms, subject to the terms and conditions as set
forth in this Lease.
2. USE
Lessee shall not use the Premises for any use other than that stated
in the Basic Lease Terms, and shall not make any alterations to the
Premises except as required for such use. LESSEE SPECIFICALLY
ACKNOWLEDGES THAT THIS IS A 3D-DAY LEASE AND THAT LESSEE HAS NOT
RELIED ON ANY REPRESENTATIONS BY ANY AGENT OR EMPLOYEE OF LESSOR TO
THE CONTRARY IN MAKING ANY IMPROVEMENTS TO THE PREMISES.
Lessee shall not permit to be placed on the Premises or improvements
any signs or notices not solely related to the business of Lessee
conducted on the Premises.
Lessee shall not permit any damage, nuisance or waste on the
premises; nor permit to be placed upon the Premises any gasoline,
diesel fuel, oil, and other petroleum products, or any hazardous or
explosive material, waste or substance.
Lessee, at Lessee's expense, shall arrange for the filing of any map
required under any subdivision map act and of any environmental
impact report required by any governmental body having jurisdiction
in the matter.
If any governmental body seeks to impose any condition on approval
of Lessee's use of the Premises, Lessor may terminate this Lease
forthwith if any such condition shall affect any other property of
Lessor or shall affect the Premises after this Lease is no longer
in effect.
3. CONDITION OF PREMISES
Lessee warrants that it has examined the Premises and accepts the
Premises in an "AS IS, WHERE IS" condition, with all faults and with
full knowledge of the physical condition, of all zoning and other
land use laws and regulations affecting the Premises, and of the
conditions, restrictions, encumbrances and all matters of record
relating to the Premises.
There may be subterranean facilities within the premises,
notwithstanding the absence of markers, monuments or maps indicating
their existence.
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4. PAYMENT/REFUND OF RENT
Lessee shall pay to Lessor as Base Rent for the Premises the amount
specified in Section F of the Basic Lease Terms, payable at the
times set forth therein, without deduction, setoff, prior notice or
demand. Upon termination of this Lease, unless Lessee is then in
default, any unearned portion of any rent paid in advance shall be
refunded to Lessee upon Lessee's written demand therefor if made
within thirty (30) days after termination.
5. RENTAL REVISION
The Base Rent shall automatically and without notice to Lessee be
adjusted, upwards only, on each anniversary of the Effective Date,
by the CPI Factor. The "CPI Factor" is the percentage of adjustment
stated in the Consumer Price Index (indicated in the Basic Lease
Terms) established during the last available twelve-month period
immediately preceding each anniversary of the Effective Date,
adjusted to the nearest one-tenth of one percent.
In lieu of the above, Lessor may, at any time, increase the Base
Rent without reference to the CPI Factor by giving Lessee thirty
(30) days' notice of such adjustment and its effective date.
The Base Rent, as so increased, shall be effective as of each
anniversary of the Effective Date if increased by the CPI Factor and
as of the effective date of any other increase, notwithstanding
Lessor's acceptance of a lesser amount and notwithstanding any
billing by Lessor for a lesser amount.
6. SECURITY DEPOSIT
Concurrently with Lessee's execution of this Lease, Lessee shall
deposit with Lessor a security deposit ("Security Deposit") in the
amount set forth in Section H of the Basic Lease Terms. The
Security Deposit shall be held by Lessor as security for the
faithful performance by Lessee of all of the terms, covenants and
conditions of this Lease to be kept and performed by Lessee. If
Lessee defaults with respect to any provision of this Lease,
including, without limitation, the provisions relating to the
condition of the Premises upon termination of this Lease, Lessor
may, but shall not be required to, use, apply or retain all or any
part of the Security Deposit for the payment of any amount which
Lessor may spend by reason of Lessee's default or to compensate
Lessor for any other loss or damage which Lessor may suffer by
reason of Lessee's default. If any portion of the Security Deposit
is so used or applied, Lessee shall, within ten (10) days after
written demand therefor, deposit cash with Lessor in an amount
sufficient to restore the Security Deposit to its original amount.
The failure by Lessee to so restore the Security Deposit shall
constitute a default by Lessee under this Lease. Lessor shall not
be required to keep the Security Deposit separate from its general
funds, and Lessee shall not be entitled to any interest on the
Security Deposit. Lessor is not a trustee of the Security Deposit
and may use it in ordinary business, transfer it or assign it, or
use it in any combination of such ways. If Lessee shall fully and
faithfully perform every provision of this Lease to be performed by
it, the Security Deposit or any balance thereof shall be returned
to Lessee (or, at Lessor's option, to the last assignee, if any, of
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Lessee's interest hereunder) after lease termination and after
Lessee has vacated the premises; provided, however, that if any
portion of the Security Deposit is to be applied to repair damages
to the Premises caused by Lessee or its agents or to clean up the
Premises and remove improvements, then the balance of the Security
deposit (less any deductions for the restoration of the Premises and
the cost of removing the improvements) shall be returned to Lessee
after Lessor has restored/cleaned the Premises and removed the
improvements. Lessee shall not transfer or encumber the Security
Deposit nor shall Lessor be bound by any attempt of Lessee to do so.
Lessor may require Lessee to increase its security deposit every
year the Lease is in effect by depositing with Lessor twenty percent
(20%) of the then existing deposit. Notwithstanding the foregoing,
Lessor may require an increase in the deposit at any time if the
estimated cost of removing Lessee's improvements exceeds the deposit
currently held by Lessor.
7. TAXES AND ASSESSMENTS
A. Lessee shall pay, before they become delinquent, all taxes,
charges, and assessments which are levied upon, or which may
be locally assessed against, any improvement or personal
property placed upon the Premises by Lessee.
B. In addition to the taxes and assessments specified above,
Lessee shall pay to Lessor any privilege, sales, gross income
or other tax (not including federal or state income tax)
imposed upon the rent received by Lessor by any agency having
the authority to do so.
8. UTILITIES
Lessee shall arrange and pay for all utilities, including without
limitation, water, power, heat, garbage, communications and sewer
services, to be used in connection with this Lease.
If Lessor contracts with a utility company to provide access for
service to Lessee at the Premises for Lessee's sole use, Lessee
shall pay to Lessor a minimum sum of $350 upon receipt of a bill
therefor to partially defray administrative costs.
9 . MAINTENANCE AND REPAIR
Lessee, at Lessee's expense and to Lessor's satisfaction, shall keep
and maintain the Premises and all improvements thereon in good
repair and in a neat and safe condition, and shall promptly make all
repairs and replacements that may become necessary to the Premises
or improvements thereon, whether structural or nonstructural,
ordinary or extraordinary.
10. ALTERATIONS
Lessee shall make no alteration or improvement to the Premises
without Lessor's prior written consent. All repairs, alterations
and improvements to or on the Premises shall become the property of
Lessor, without payment by Lessor of any compensation therefor.
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11. LIENS
1. Premises Lien-Free. Lessee shall pay for all labor and
services performed for, and all materials used by or furnished
to, Lessee or its agents with respect to the Premises. Lessee
shall indemnify and hold Lessor harmless from and keep the
Premises free from any liens, claims, demands, encumbrances or
judgments, including all costs, liabilities and attorneys'
fees with respect thereto, created or suffered by reason of
any labor or services performed for, or materials used by or
furnished to, Lessee or its agents with respect to the
Premises. The foregoing obligation of Leasee shall survive
the termination of this Lease. Lessor shall have the right,
at all times, to post and keep posted on the Premises any
notices permitted or required by law, or which Lessor may deem
proper, for the protection of Lessor and the Premises, and any
other party having an interest therein, from mechanics' and
materialmen's liens, including, without limitation, a notice
of nonresponsibility. In the event Lessee is required to post
an improvement bond with a public agency in connection with
any work performed by Lessee on or to the Premises, Lessee
shall include Lessor as an additional obligee.
2. Notice of Lien; Bond. Should any liens be filed against, or
any action be commenced affecting, the Premises or Lessee's
interest in the Premises, Lessee shall give Lessor notice of
such lien or action within three (3) days after Lessee
receives notice of the filing of the lien or the commencement
of the action. In the event that Lessee shall not, within
twenty (20) days following the imposition of such lien, cause
such lien to be released of record by payment or posting of a
proper bond, Lessor shall have, in addition to all of the
remedies provided herein and by law, the right, but not the
obligation, to cause the same to be released by such means as
Lessor shall deem proper, including payment of the claim
giving rise to such lien or posting of a proper bond. All
such sums paid by Lessor and all expenses incurred by Lessor
in connection therewith, including attorneys' fees and costs,
shall be payable to Lessor by Lessee as Additional Rent on
demand.
12. INDEMNIFICATION
Lessee, insofar as it lawfully may, shall release, defend (with
counsel satisfactory to Lessor) and indemnify Lessor from and
against all liability, cost and expense for loss of or damage to
property and for injuries to or death of any person (including, but
not limited to, the property and employees of each party hereto)
when arising or resulting from:
(a) the use of the Premises by Lessee, its agents, employees, or
invitees;
(b) breach of this Lease by Lessee; or
(c) the location or condition of the Premises or any part thereof;
regardless of whether such liability, cost or expense is caused or
contributed to by the negligence, active or passive, of Lessor.
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The term "Lessor," as used in this Section 12 and Sections 13, 14
and 15, shall include the successors, assigns and affiliated
companies of Lessor, and, if applicable, any other railroad company
that may be lawfully operating on Lessor's tracks.
13. COMPLIANCE WITH LAW
Lessee, at Lessee's expense, shall comply with all applicable laws,
regulations, rules and orders with respect to the use of the
Premises, regardless of when they become or became effective,
including, without limitation, those relating to construction,
grading, signage, health, safety, noise, environmental protection,
waste disposal, and water and air quality, and shall furnish
satisfactory evidence of such compliance upon request of Lessor.
Should any discharge, leakage, spillage, emission, or pollution of
any type occur upon or from the Premises due to Lessee's use and
occupancy thereof, Lessee, at Lessee's expense, shall clean all
property affected thereby, to the satisfaction of Lessor (insofar
as the property owned or controlled by Lessor is concerned) and any
governmental body having jurisdiction thereover.
Lessee, insofar as it lawfully may, shall indemnify, hold harmless,
and defend Lessor from and against all liability, claim, cost or
expense (including, without limitation, any fines, penalties,
judgments, litigation costs, attorneys' fees, and consulting,
engineering and construction costs) incurred by Lessor as a result
of Lessee's breach of this section, or as a result of any such
discharge, leakage, spillage, emission or pollution, regardless of
whether such liability, cost or expense arises during or after the
Lease Term and regardless of whether such liability, cost or expense
is caused or contributed to by the negligence, active or passive,
of Lessor.
14. INSURANCE
While this Lease is in effect, Lessee, at Lessee's expense, shall
maintain and furnish Lessor evidence of insurance set forth in
Lessor's "General Insurance Requirements" attached hereto as Exhibit
"B" and made a part hereof.
15. NOISE AND VIBRATION LEVELS
Lessee hereby recognizes and acknowledges that railroad tracks are
located on or adjacent to the Premises.
Lessee recognizes that the operation of trains over the tracks does
and shall produce noise levels which may be considered obj ectionable
by the employees, agents, tenants, or invitees of Lessee.
Therefore, Lessee agrees that no legal action or complaint of any
kind whatsoever shall be instituted against Lessor on Lessee's
behalf as a result of such noise levels and to indemnify and save
harmless Lessor against any loss, damage, liability or expense
either might incur as a result of such action being taken by
Lessee's employees, agents, tenants or invitees.
If the Premises are classified by Lessor as non-operating property,
this Section 15 shall not apply.
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16. RESERVATIONS
Lessor hereby excepts and reserves the right, to be exercised by
Lessor and by any other who has obtained or may obtain permission
or authority from Lessor so to do, to
A. operate, maintain, review and relocate any and all existing
pipe, track (if any), power and communication (including
without limitation fiber optic) lines and appurtenances and
other facilities of like character upon, over or under the
surface of the Premises; and
B. construct, operate, maintain, review and relocate such
additional facilities of the same character as shall not
unreasonably interfere with Lessee's use of the Premises as
specified in Section E of the Basic Lease Terms.
Any such construction, operation, relocation or maintenance shall
not be done at Lessee's expense unless such work is requested by
Lessee or done for the benefit of Lessee.
17. MINERAL RIGHTS
Lessor reserves for itself and those to whom it grants such right
the title and exclusive right to all the sand, gravel, minerals and
mineral ores of every kind and character now known to exist or
hereafter discovered upon, within or underlying the Premises, or
that may be produced therefrom, including, without limiting the
generality of the foregoing, all petroleum, oil, natural gas and
other hydrocarbon substances and products derived therefrom,
together with the exclusive and perpetual right thereto, without,
however, the right to use or penetrate the surface of, or to enter
upon, the Premises to extricate or remove the same.
18. BARRICADES
In addition to any barricades, fences or gates which may be
specified elsewhere in this Lease, Lessee, if requested by Lessor,
shall install and maintain barricades, fences, and fence gates of
a size and form satisfactory to Lessor at such locations as may be
designated by Lessor at any time while this Lease is in effect, all
at Lessee's expense and to Lessor's satisfaction.
19. SURRENDER OF THE PREMISES
Upon termination of this Lease, Lessee shall leave the Premises in
a neat and clean condition satisfactory to Lessor and free of all
personal property of Lessee.
Under Section 10 hereof, all repairs, alterations and improvements
made by Lessee shall become the property of Lessor. However, Lessor
may, by written notice, require Lessee to remove any such
alterations and improvements from the Premises and to restore the
Premises to their original condition (normal wear and tear excepted)
prior to termination of this Lease. If Lessee fails to do so,
Lessor may perform such removal and restoration work in which case
Lessee shall pay Lessor within thirty (30) days after demand
therefor (1) an amount equal to the rent (as in effect immediately
before termination) for the period during which such removal is
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accomplished to compensate Lessor for the loss of rent to Lessor
resulting from the unavailability of the Premises for leasing to
another tenant during such time and (2) the cost of removal of such
improvements. Lessor shall use reasonable diligence in the removal
of such improvements.
20. TERMINATION OF LEASE
Termination of this Lease for any reason whatsoever shall not
release either party from any liability or obligation hereunder
resulting from an event which may have occurred before termination,
or thereafter in case by the terms of this Lease it is provided that
certain things shall or may have to be done after termination
hereof.
21. CONDEMNATION
If all or part of the Premises is acquired by eminent domain or by
purchase in lieu thereof, Lessee shall have no claim to any
compensation awarded for the taking of the Premises or any portion
thereof, including Lessee's leasehold interest therein, or to any
compensation paid as severance damages, or for loss of or damage to
Lessee's improvements.
22. DEFAULT
If Lessee fails to pay the rent or to make any other payment
required to be made by Lessee hereunder wi thin three (3) days after
written notice by Lessor or fails to perform any other term or
condition of this Lease within fifteen (15) days after written
notice by Lessor or abandons or vacates the Premises, then Lessor
may, in addition to any other remedies Lessor may have at law or
equity, terminate this Lease forthwith.
23. ASSIGNMENT AND SUBLETTING
Lessee shall not assign or encumber Lessee's interest in this Lease
or in the Premises, or sublease all or any part of the Premises.
24. DISPOSSESSION
If Lessee is lawfully deprived of the possession of all or any part
of the Premises by a party other than Lessor, Lessor may, upon
receipt of notice from Lessee setting forth the circumstances,
either install Lessee in possession of the Premises or terminate
this Lease and refund to Lessee the pro rata amount of any prepaid
but unearned rent after receipt of such notice. Lessor shall not
be liable to Lessee for any loss, damage or claim resulting from
such deprivation of possession.
25. NOTICES
All notices shall be in writing and shall be deemed to have been
given when delivered personally or deposited in the United States
mail, registered or certified, postage prepaid, and addressed to the
party to whom the notice is directed at the address set forth in the
Basic Lease Terms. Payments to Lessor shall be made at the address
for payments set forth in the Basic Lease Terms. Either party may
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change the address for notices or Lessor may change the address for
payments by giving the other party notice to that effect.
26. ATTORNEYS' FEES
If either party brings any action against the other to enforce or
collect any sum due under this Lease or if Lessor brings an action
for unlawful detainer of the Premises, the losing party shall pay
the reasonable attorneys' fees of the prevailing party in ~ddition
to the judgment and court costs.
27. LESSOR'S RIGHT-OF-ENTRY
Lessee shall permit Lessor and the agents and employees of Lessor
to enter into and upon the Premises at all reasonable times for the
purpose of inspecting, posting notices of nonresponsibility, or
exhibiting the Premises to prospective tenants or buyers.
28. NON-WAIVER
Lessor's failure to enforce or exercise its rights with respect to
any provision hereof shall not be construed as a waiver of such
rights or of such provision. Acceptance of rent or any other sum
shall not be a waiver of any preceding breach by Lessee of any
provision hereof, regardless of Lessor's knowledge of such preceding
breach at the time of acceptance of such rent; nor shall such
acceptance be a waiver in any way of Lessor's right to terminate at
any time under Section D of the Basic Lease Terms.
29. TIME OF ESSENCE
Time is of the essence of each provision of this Lease.
30. ENTIRE AGREEMENT
This Lease sets forth the entire agreement between the parties with
respect to the leasing of the Premises and supersedes all prior
agreements, communications, and representations, oral or written,
express or implied, since the parties intend that this be an
integrated agreement. This agreement shall not be modified except
by written agreement of the parties.
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EXHIBIT B
GENERAL INSURANCE REQUIREMENTS (aGIRa)
Company shall be furnished evidence of insurance in connection with the
foregoing Agreement. Such insurance shall be written by an insurance
company having a Best's rating of B + 13 or better and licensed to do
business in the state where the Premises are located, meeting the
requirements stated below in form satisfactory to Company, for each of
the following types of insurance in amounts not less than the amounts
herein specified.
The terms "Agreement" as herein used shall refer to the Lease, License,
or Permit, including supplemental agreements thereto, to which this
Exhibit B is attached and made a part of; "Company" shall refer to the
Lessor, Licensor, or Permit tor named in the Agreement; "Lessee,"
"Licensee," or "Permittee" shall refer to the Lessee, Licensor, or
Permittee, (whichever is applicable), named in the Agreement; and
"Premises" shall refer to the property described in the Agreement and as
shown on the attached print.
Liabi1itv Insurance Reauirements
1. COMPREHENSIVE GENERAL LIABILITY INSURANCE OR COMMERCIAL GENERAL
LIABILITY INSURANCE ON AN OCCURRENCE BASIS shall have a combined
single limit of not less than $2,000,000 per occurrence and shall
provide for the following:
a) Such insurance is primary, without right of contribution from
other insurance which may be in effect.
b) Such insurance shall not be invalidated by the acts or
omissions of other insureds.
c) Such insurance shall not be materially modifiable or
cancellable without thirty (30) days' prior written notice to
Company (except in the case of cancellation for nonpayment of
premium in which case cancellation shall not take effect until
at least ten (10) days' notice has been given to Company) .
This provision is referred to below as "Notice of Modification
or Cancellation."
d) Company shall be named as additional insured.
e) Contractual liability with deletion of the exclusion for
operations within fifty (50) feet of railroad track and
deletion of the exclusion of explosion, collapse, or
underground hazard, if applicable. (NOTE: For any license or
permit involving property within fifty (50) feet of track, the
exclusion for operations within fifty (50) feet of track will
apply unless eliminated by endorsement) .
f) Premises, products/completed operations, and personal injury
coverage.
g) Severability-of-interest clause.
EXHIBIT aB"
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h) In the case of commercial general liability insurance, the
policy must also provide for aggregate coverage at each
location and for reinstatement of the aggregate in the event
the limits of the policy are exhausted.
i) If the proposed use of the Premises involves a hazard which
poses particular risk to the environment, the policy must
cover sudden and accidental pollution on a named-peril basis
to address the hazard.
2. COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE shall have a combined
single limit of not less than $2,000,000 per occurrence and shall
provide for the following:
a) Such insurance is primary, without right of contribution from
other insurance which may be in effect.
b) Such insurance shall not be invalidated by the acts or
omissions of other insureds.
c) Notice of Modification or Cancellation.
d) Severability-of-interest clause.
3. WORKERS' COMPENSATION INSURANCE shall have limits not less than
those required by statute, shall cover all persons employed by
Lessee, Licensee, or Permittee, as the case may be, in the conduct
of its operations on the Premises and shall provide for the
following:
a) Waiver of subrogation against Company.
b) Notice of Modification or Cancellation
c) All states endorsements.
d) Coverage for Longshore and Harbor Workers Act, if applicable.
4. EMPLOYERS' LIABILITY INSURANCE shall have a limit of not less than
$1,000,000 and shall be endorsed to provide for (a) Notice of
Modification or Cancellation and (b) waiver of subrogation against
Company.
5. UMBRELLA OR EXCESS LIABILITY INSURANCE shall provide that if the
underlying aggregate is exhausted, the excess coverage shall drop
down as primary insurance, and shall provide for Notice of
Modification or Cancellation.
If the Premises are located in the State of California, either a properly
completed certificate of insurance to which has been attached Company's
standard form of endorsement (a copy of which is attached hereto as
Exhibit C) executed by an authorized representative of the insurer or
insurers or a certified copy of the policy or policies shall be
satisfactory evidence of the liability insurance required hereunder.
If the Premises are located in another state, a properly completed
certificate of insurance shall be furnished to Company for approval.
Attachment of Company's standard form of endorsement indicated above will
not be required.
EXHIBIT .. B II
Page 2 of 2
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EXHIBIT C
COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY ENDORSEMENT
Attached to certificate of insurance for and hereby certified to be a
part of the following policy or policies having the following expiration
dates:
Policy No.
Company providinq Policy
Expiration Date
The scope of the insurance afforded by the policy designated in the
attached certificate is not less than that which is afforded by the
Insurance Service Organization. (The term "policy" as used herein
includes the plural number if there is more than one policy listed
above. )
Such policy provides or is hereby amended to provide that:
1 . The named insured is CITY OF WOODBURN ("Named Insured").
2 . SOUTHERN PACIFIC TRANSPORTATION COMPANY ("Company") is hereby
included as additional insured with respect to liability arising out
of the ownership, maintenance or use of the Premises by the Named
Insured under or in connection with that certain lease ("Agreement")
dated , 19___, between SOUTHERN PACIFIC
TRANSPORTATION COMPANY and CITY OF WOODBURN, relating to property
located at or near Woodburn, County of Marion, State of Oregon.
The insurance provided hereunder applies as though separate policies
are in effect for both the Named Insured and Company, but does not
increase the limits of liability set forth in said policy.
3. The limits of liability under the policy is not less than those
shown on the certificate to which this endorsement is attached.
4. Cancellation or material reduction of insurance coverage hereunder
is not effective until thirty (30) days [ten (10) days in the case
of cancellation for nonpayment of premium] following written notice
to:
SOUTHERN PACIFIC TRANSPORTATION COMPANY
San Francisco Regional Office - Real Estate
Southern Pacific Building, Suite 912
One Market Plaza
San Francisco, CA 94105
Attention: Regional Director
5. The policy includes contractual liability coverage for liability
assumed by the Named Insured under the Agreement.
6. The insurance is primary and insurer is not entitled to any
contribution from insurance in effect for Company.
EXHIBIT II C II
Page 1 of 2
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7. The insurance is not invalidated by the acts or omissions of other
insureds.
8. The insurance has Broad Form Property Damage endorsement.
9. The insurance has Products/Completed Operations endorsement.
10. The insurance has Personal Injury endorsement.
11. All policy or endorsement limitations relating specifically to
operations on or near Company's property or tracks are eliminated.
12. In the event of reduction or exhaustion of the applicable aggregate
limit or limits of liability under the primary policy referred to
in the attached certificate of insurance solely by reason of losses
paid thereunder on account of occurrences during the policy period,
the excess policy, if any, referred to herein, shall (i) in the
event of reduction, apply as excess of the reduced limit of
liability thereunder; and (ii) in the event of exhaustion, continue
in force as though it were primary insurance.
The terms "Agreement" as herein used shall refer to the Lease, License,
or Permit to which this Exhibit C is attached and made a part of;
"Company" shall refer to the Lessor, Licensor, or permittor named in the
Agreement; and "Premises" shall refer to the property described in the
Agreement and shown on the attached print.
Insurance Company
Date:
, 19 By:
Signature of Authorized Representative
EXHIBIT HC"
Page 2 of 2
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