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Home My WebLink About2008-339 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2008-339 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR PROVISION OF CITY SERVICES FOR FISCAL YEAR 2008/2009. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City, a Master Services Agreement by and between the Inland Valley Development Agency and the City of San Bernardino for the proviSIOn of services for the San Bernardino International Airport for Fiscal Year 2008/2009, A copy of the Master Services Agreement is attached hereto as Exhibit "A." and incorporated herein by reference as though fully set forth, SECTION 2. That the implementation date of the Agreement is July 1 st. 2008: therefore, any action taken between July 1, 2008 and the date that this Resolution is adopted is hereby ratified, SECTION 3. This agreement is rescinded if the parties to the agreement fail to execute it within one hundred twenty (120) days of the passage of this resolution, 11/ 1/1 //1 1// //1 1// 1// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2008-339 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR PROVISION OF CITY SERVICES FOR FISCAL YEAR 2008/2009. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 2nddayof September, 2008, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA x - BAXTER x BRINKER x DERRY x KELLEY x JOHNSON x - MC CAMMACK x ~ j;.~ City Clerk The foregoing resolution is hereby approved this ~~ day of~~k1" 2008, Approved as to Form: ?~ es F. Penman, ity Attorney 2008-339 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of July, 2008, by and between the INLAND V ALLEY DEVELOPMENT AGENCY, a public entity established pursuant to Government Code Section 6500, et seq" for the joint exercise of powers ("Agency") and the CITY OF SAN BERNARDINO, a charter city under the laws and Constitution of the State of California ("City"), with reference to the following facts: THEREFORE, the Agency and the City agree as follows: f Enactment of the City The Agency hereby engages the City to provide the police sergeant and fire services described in Sections 2 and 3 of this Agreement, and the City hereby accepts such engagement and agrees to provide such services under this Agreement during the term specified in Section 6, 2, Police Sergeant Services The City shall provide the services of one (1) police sergeant ("Sergeant") to the Agency for basic supervision and management of the Office of Airport Security, The City shall be the sole employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San Bernardino or his or her designee, The Chief of Police or his designee, in his sole discretion, may ,.. allow the Sergeant to accept direction from the Executive Director of.oth.e San Bernardino International Airport Authority or his designee, as long as such direction is not inconsistent with all relevant federal, state and local laws and all relevant rules and regulations of the City Police Department. The Sergeant shall be available for all emergency training exercises as directed by the Executive Director or his or her designee, The Sergeant shall be responsible for recruiting, hiring, determining appropriate training and limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time security officers to be coordinated with the Agency's Human Resources Department. The Sergeant 1 2008-339 shall also be responsible for initiating requests for and determining which equipment and supplies are to be used in connection with the performance of his and the part-time security officers' services, The City shall provide an automobile for use by the Sergeant in connection with the performance of his services under this Agreement. The Sergeant's services shall be provided by the City on a forty (40) hour per week basis, The Sergeant's services shall commence on the date set forth herein and shall continue until the termination date of the Agreement, unless otherwise modified by written agreement of the parties upon thirty (30) days prior written notice. Both parties understand and accept the importance of having coverage of the Sergeant's position and agree that it is in their mutual interest that the p6sition not be vacant for long periods of time, Therefore, when a situation becomes apparent that will result in a lengthy vacancy in that position (e,g" vacation or injury of the Sergeant), the parties agree to meet to make arrangements to back-fill the position in the most cost and resource-effective manner, Beginning July 1, 2008, the Agency shall compensate the City for the Sergeant's services in the amount of seventy-six thousand, seven hundred sixty five dollars ($76,765) for each six (6) month period covered by this contract. It is understood that the City's police personnel may not have authority to respond in a Federal jurisdiction, and shall respond only in these areas in which they have authority, "" 3, Fire Services ~ 3.1 Descrivtion of Services, The City shall provide all fire related services which are required to be performed by the Agency, including without limitation, fire suppression/detection systems, disaster responses, fire protection operations, fire protection technical services and fire protection training, which shall include fire extinguishing training, The City shall also provide emergency response for structural 2 2008-339 fires, paramedic and life-threatening situations, and typical fire engine response services, including without limitation, fire hazardous waste spills and medical emergencies, The aircraft rescue frrefighting response related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by basis, All other fire related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an immediate basis, via 911. Non-emergency services will be on a call- in basis upon reasonable notice from the Agency, The services described in this Section 3.1 shall commence on the date set forth hereinabove and shall continue until the termination date of the Agreement, unless otherwise modified by the Agency upon (30) days prior written notice, 3.2 The City shall require all prospective occupants of facilities to comply with the City's Municipal Code fire inspection provisions as a condition of occupying the facilities, 3.3 Aircraft Rescue Firefighting, Provision of apparatus, equipment and supplies will be governed as indicated in a separate contract between City and SBIAA, adopted by City of San Bernardino Resolution No, 2006-7, A copy of which is attached hereto as Attachment A and by this reference made a part here of, 3.3.1 Fire Related Services Other than Aircraft Rescue, The City shall provide all necessary trucks, tools, equipment and supplies, Maintenance of trucks, tools, equipment and .. supplies shall be performed by the City, as needed, .. 4, Exvenses and Payment ofInvoices, Expenses arising from the provision of the police sergeant services will be invoiced per the monthly appropriations report, A copy of the monthly appropriations report will be attached to the invoice as supporting documentation and will be submitted on a monthly basis The Agency shall reimburse the City upon receipt of an invoice and supporting documentation submitted by the City Finance Department. Once appropriate invoice(s) and proper 3 2008-339 documentation are submitted and accepted, invoices are to be paid within 30 days, If invoices are not paid within 30 days, interest will be charged at the Local Agency Investment Fund (LAIF) rate. 5, Personnel. The City shall employ capable employees to enable it to perform the police and fire services, All matters pertaining to the hiring, employment, supervision, compensation, promotion and discharge of such employees are the responsibility of the City, which is, in all respects, the sole employer of such employees. The Agency shall be the sole employer of the officers working for the Office of Resource Protection, The City shall comply with all applicable laws and regulations with regard to worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects, The Agency may request that any person employed by the City to perform police and fire services under this agreement no longer be permitted to perform such services, Such request of the Agency to the City shall be made in writing and shall specify the reasons therefor, 6, Term and Termination. This Agreement shall commence on July 1,2008, and unless sooner terminated or extended by agreement of the City and the Agency in writing upon thirty (30) days prior written notice, and executed prior to date oftermination, this Agreement shall terminate on June 30, 2009, ... 7, Indemnification and Insurance, .. 7.1 Indemnification, 7,1.1 The City will accept the full responsibility for and shall defend (if requested by Agency), indemnify and save harmless the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent execution or performance of this Agreement as well as for any claims made by or on behalf of City's agents, servants, and/or 4 2008-339 employees ansmg out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall at all times defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the execution or performance of this Agreement or as a result of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The City will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification from the Agency or the Executive Director to the City shall be construed so as to create a partnership, joint venture or Agency relationship between the parties hereto. The Agency will accept the full responsibility for and shall defend (if requested by City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent execution or performance of this Agreement as well as for any claims made by or on behalf of the Agency's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the Agency shall at all times defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all " liabilities, demand, claims, suits, losses, damages, causes of action, fines, or ~udgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the execution or performance of this Agreement or as a result of the failure by the Agency to comply with all laws, ordinances or govermnental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorney's fees" for the purposes of this paragraph. 5 2008-339 7.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 7.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 7.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of the services herein ordered. 7.2.3 Within ten (10) days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency certificates of insurance evidencing that insurance has been purchased by the City as required in this Section 9.2.4 and copies of endorsements providing (i) thirty (30) days' written notice of cancellation, non-renewal, or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall " include the Agency, its commissioners, officials, officers, employees, and. agents as additional insured. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy(ies) by the City's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners, officials, officers, employees and agents. 6 2008-339 7.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 7.2. The City shall provide the Agency with evidence of excess coverage upon written request. 7.2.5 The Agency shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 7.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 7.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of the services herein ordered. ^' 7.2.8 Within ten (10) days after the acceptance of this Agre~ent by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 7.2.7 and copies of endorsements providing (i) thirty (30) days' written notice of cancellation, non-renewal, or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees, and agents as additional insured. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies) 7 2008-339 by the Agency's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 7.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 7.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 7.2. The Agency shall provide the City with evidence of excess coverage upon written request. 8: Miscellaneous. 8.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, to the respective parties at the addresses indicated below: If to Agency: Inland Valley Development Agency 294 S. Leland Norton Way, Suite #1 San Bernardino, CA 92408 Attn: Executive Director .. If to City: City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 Attn: City Manager Rachel Clark, City Clerk . With copies to: The City Department(s) to which the subject matter of the particular notice pertains. 8 2008-339 Any party may change its address by a notice given to the other party in the marmer set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 8.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 8.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 8.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval, if required. 8.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. " 8.6 Waiver. No waiver of any breach or default shall be cons~ed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 8.7 Headings. The headings of Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9 2008-339 8.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto. 8.9 Renegotiation of the Agreement. The City and the Agency agree that needs may arise for which this Agreement is insufficient, and further agree that effective services are mutually beneficial. Therefore, any provision of this Agreement may be re-opened and renegotiated as the needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and approved by the Agency and the City. III I!/ III III III III III III III III III III III III III III III III III III III III " .. 10 2008-339 MASTER SERVICES AGREEMENT WITH THE INLAND V ALLEY DEVELOPMENT AGENCY FY 2008/2009 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. INLAND V ALLEY DEVELOPMENT AGENCY B~~t~ Executive Director SEAL ATTEST: " By: City .. SEAL Approved as to Form: ATTEST: By:~J;.~, City Clerk es F. Penman, City Attorney 11 2008-339 1 RESOLUTION NO. 2006-7 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINIO AUTHORIZING THE CITY OF SAN BERNARDINO TO RENEW THE LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT THE SAN BERNARDINO INTERNATIONAL AIRPORT. 4 5 6 WHEREAS, the City of San Bernardino ("City") is a municipal corporation and charter city 7 8 organized and existing pursuant to the constitution of the State of California; and WHEREAS, the San Bernardino International Airport Authority ("SBIAA"), a joint powers 9 10 authority organized pursuant to California Government Code Section 6500, et ~., has the right of II 12 13 14 15 16 possession of certain property located at the San Bernardino International Airport (the "Airport") pursuant to a lease between the Secretary of the Air Force on behalf of the United States and the SBIAA dated January 18, 1994 which includes the building commonly known as Building No. 680; and WHEREAS, in 1999 the City and SBIAA entered into an agreement for the lease of certain portions of Building No. 680 pursuant to Resolution No. 1999-20 and desire to continue to lease 17 portions of Building No. 680 for use as an aircraft fire crash rescue facility for the benefit of the 18 aviation related activities of the SBIAA, local fire fighters, and the public beoofit of the community; 19 .. and 20 WHEREAS, the parties also desire that the City continue to provide aircraft fire crash rescue 21 22 23 24 services to the Airport and the SBIAA, fire training services and facilities, and additional structural fire emergency response and other life safety and paramedic services established by their previous agreement. 25 26 AITAQJ1MHS-r A- 27 28 1 2008-339 2006-7 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINIO AUTHORIZING THE CITY OF SAN BERNARDINO TO RENEW THE 2 LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT 3 THE SAN BERNARDINO INTERNATIONAL AIRPORT. 4 5 NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 7 SECTION 1. The City and SBIAA wish to renew their agreement for certain fire fighting 8 services; 9 SECTION 2. The Lease Agreement with the SBIAA, in the form attached hereto as Exhibit 10 "A" and incorporated herein by this reference (the "Lease"), is hereby approved. 11 SECTION 3. The Mayor is hereby authorized to execute the Lease on behalf of the City in 12 substantially the form attached hereto, together with such changes therein as the City Fire Chief may 13 recommend as being in the best interest of the emergency fire protection services of the City. The 14 effectiveness of the Lease shall be conclusively evidenced by the signature of the Mayor upon the 15 complete execution of the Lease by all other parties. The Mayor is further authorized to do any and 16 all things and take any and all actions as may be deemed necessary or advisable to effectuate the 17 Lease; provided however, the Lease shall be fully executed by all parties. 18 SECTION 4. Said agreement will he to lease Building No. 680 for aircraft rescue and fire " 19 fighting services. Said services will be provided at the Airport, located in ~ilding No. 680; 20 SECTION S. The term of the Agreement is from February 4,2004 through February 4,2009; 21 therefore, any action taken between February 4, 2004 and the date that the agreement is executed is 22 hereby ratified. 23 SECTION 6. The authorization to execute the above referenced Agreement is rescinded if it 24 is not executed within sixty (60) days of the passage of this resolution. 25 IIII 26 III/ 27 IIII 28 /1// 2 2008-339 2006-7 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINIO AUTHORIZING THE CITY OF SAN BERNARDINO TO RENEW THE 2 LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT 3 THE SAN BERNARDINO INTERNATIONAL AIRPORT. 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at ai oint rel/;u1ar.. meeting thereof, held on 7 the 9th , 2006 by the following vote, to wit: day of January 8 Council Members: AYES ABSTAIN ABSENT NAYS 9 10 11 ESTRADA x x LONGVILLE 12 13 14 15 16 MCGINNIS x x DERRY KELLEY x x JOHNSON MCCAMMACK x 17 ~h.~ Rac I G. Clark, City Clerk .. 18 19 .. The foregoing resolution is hereby approved this I ~ day of January ,2006. 20 21 22 23 24 Approved as to form and legal content: 25 James F. Penman 26 City orney 27 3 28 2008-339 LEASE AGREEMENT THIS LEASE AGREEMENT is made this ~ day of ~ 2005, by and between the City of San Bernardino, a municipal corporation being a charter city existing pursuant to the Constitution and laws of the State of California (the "City"), and the San Bernardino International Airport Authority, a joint exercise of powers authority established pursuant to Government Code Section 6500, et seq. (the "SBlAA"). WITNESSETH WHEREAS, the SBIAA has the right of possession of certain property depicted on Exhibit "A" (the "Airport") pursuant to a Master Lease by and between the SBIAA with the United States Air Force, including a portion thereof which has situated thereon a fire station suitable for maintaining an aircraft fire crash rescue operation (the "Fire Station" as additionally depicted on Exhibit "B") in support of the aviation related activities of the SBIAA; and WHEREAS, the City desires to lease portions of the Fire Station from the SBIAA and use the Fire Station as an aircraft fire crash rescue facility and provide the type and level of services described herein, and the SBIAA is agreeable to lease portions of the Fire Station to the City for the benefit of the aviation related activities of the SBIAA upon the Airport and for the additional public benefit of the community. NOW, THEREFORE, THE CITY AND THE SBIAA HEREBY AGREE AS FOLLOWS: Section 1. Leased Premises. (a) The SBIAA leases to the City, and the City leases from the SBIAA, portions of that certain building known as Building No. 680 on the Airport and further described as the Fire Station as set forth on Exhibit ''B'', inclusive of the Common Area as defined below but exclusive of the Excluded Areas as defined below (the Fire Station, exclusive of the Excluded Areas but inclusive of the adjacent parking areas, the Common Area and other areas depicted on said Exhibit "B" shall be considered herein as the "Leased Pre1!Jises"). This lease for the Leased Premises portion of the Fire Station shall include (i) the Fil'e Station exclusive of the Excluded Area, (ii) the adjacent parking area to the south of the Fire Station for six (6) passenger vehicles located within the secured fence line area which shall be available for the exclusive use of the City for the parking of passenger vehicles only (the "On-Site Parking''), and (iii) the other concrete paved areas within an approximately 40 foot radius surrounding that portion of the Fire Station enclosed by the secured fence line area of the Fire Station, including the refuse container area and the electric generator, all as further depicted in said Exhibit "B." The City shall also have the right to use the Common Area on a non-exclusive basis together with the tenants and the business guests and invitees of the tenants occupying the Excluded Areas. (b) The Leased Premises as described in said Exhibit "B" shall specifically exclude (i) that portion of the office areas of the Fire Station which will be separately leased by J:ldata\sbiaa_l1b cily fire ...tionl.... 060105 2008-339 the SBIAA, or otherwise reserved by the SBIAA, for use and occupancy by the U.S. Customs Service and the Airport Security of the Inland Valley Development Agency and the SBIAA, and (ii) the HV AC Mechanical Room and the Electrical Room as depicted on Exhibit "B" (the "Excluded Areas"). The lessees and all occupants and tenants of the Excluded Areas shall have the exclusive right to use not to exceed nine (9) of the designated public parking spaces at the location depicted on Exhibit "B" and shall have the right to use, in common with the City, the other common area facilities including restrooms, kitchen areas and entrances and exits as depicted on Exhibit "A" (the "Common Area"). (c) The City shall not allow to be parked, and all personnel of the City occupying the Leased Premises shall not park, any vehicles and apparatus within the Leased Premises except within (i) the area designated as the On-Site Parking for passenger vehicles only and (ii) the service bays portion of the Fire Station for all other vehicles and apparatus; provided, however, that the three (3) items of apparatus of SBIAA described in Section 8 hereof shall have ; priority of parking in two such service bays. All other vehicles of the City shall be parked within the public parking areas located adjacent to the Fire Station within public access areas of the Fire Station or in other public parking lots in the vicinity of the Fire Station. Section 2. Term. The term of this Lease Agreement shall commence as of the effective date hereof and shall remain in effect and subject to the Termination provision under Section 4 as provided herein. The City shall be entitled to assume possession and the use and occupancy of the Leased Premises immediately upon the effective date of this Lease Agreement whether or not the SBIAA shall have completed all necessary and desirable improvements, modifications and repairs to the Fire Station. Section 3. Lease Pavment. The armual rent payable by the City to the SBIAA pursuant to this Lease Agreement shall be deemed to be equal to one dollar ($1.00) per year in addition to the provision of in-kind aircraft fire crash rescue services to be provided by the City through the San Bernardino Fire Department for the Airport during the Initial Term hereof and any Extended Term for which this Lease Agreement may then be in full force and effect. .. . Section 4. Termination. This Lease Agreement may be terminated by either the City or the SBIAA at any time without cause and without any stated reason upon delivery of at least ninety (90) days' written notice to the other party in the marmer required for the delivery of notices pursuant to Section 13 hereof. This Lease Agreement shall then be effectively terminated as of the date to be set forth in the notice of termination as may be timely delivered by the party seeking to so terminate this Lease Agreement. J:\data\sbiaa\Jeases\sb city fire station lease 060105 2008-339 Section 5. Use of Leased Premises. The City may use the Fire Station and the Leased Premises for the purpose of providing (i) aircraft fire crash rescue services to the Airport and the SBIAA, (ii) such additional levels of structural fire, emergency response and other life safety and paramedic services as the City may determine at its sole option based upon demonstrated need and availability of personnel, financial resources and equipment of the City, and (iii) fire training services and facilities for the benefit of the Airport and the City fire fighters. Parking for vehicles and apparatus of the City shall be restricted to the locations as set forth in Section 1 (c) hereof. Section 6. Acceotance of Leased Premises: Imorovements. The City agrees that it shall utilize qualified City personnel to inspect the Fire Station prior to assuming actual possession thereof and shall report in writing to the SBIAA as to any physical deficiencies in the major components set forth in the next succeeding sentence to be cured by the SBIAA prior to such possession by the City. The City shall assume actual possession of the Fire Station and the Leased Premises upon confirmation by the City and the SBIAA that the following set forth major components are in a safe and working condition: the HV AC; availability and functioning of all utilities; roof and other structural components are in a sound condition; all pedestrian doors and overhead garage doors are confirmed by the City to be operational. The SBlAA shall have no obligation to cause to be made any structural change, improvement, modification, alteration or addition to the Fire Station except to ensure the working condition of the previously set forth items. The SBIAA shall not be obligated for compliance with any other occupancy requirements that may be imposed upon the City, including, but not limited to, access by disabled persons and earthquake structural safety. The City may at its own expense and with the prior written approval of the SBlAA cause to be made any structural or non-structural changes, improvements, modifications, alterations or additions as may better adapt the use of the Fire Station to the requirements of the City for aircraft fire crash rescue purposes and for providing structural fire, emergency response and other life safety and paramedic services as the City may determine at its sole option. Section 7. EQuioment Provided bv the Parties. .. (a) The SBIAA agrees that the following three (3) items Of apparatus shall be the only apparatus furnished by the SBlAA to the City during the Term of this Lease Agreement: Description of: P-20 Rapid Aircraft Rescue Fire Fil!htinl! Vehicle P-4 1500 Gallon Aircraft Rescue Fire Fi~htinl! Vehicle E-One 1500 Gallon Aircraft Rescue Fire Fightinl! Vehicle The SBIAA, and not the City, shall be responsible for the replacement and upgrade of such enumerated apparatus from such funds as the SBIAA may have available for such purposes to J:\data\sbiaa\leascs\sb city fire statim lease 060105 2008-339 maintain such ratings and certifications as required by the Federal Aviation Administration with respect to the Airport. (b) The SBIAA shall continue to utilize either the County of San Bemardino Vehicle Maintenance Facilities or any other private or governmental repair facilities capable of repairing, servicing and providing routine tune-ups and other similar maintenance functions to the apparatus including, but not limited to, battery replacements, brake service, tire repair and replacement, engine repairs and drive train replacement. The SBIAA shall also have the responsibility and obligation to provide any additional equipment or other appurtenant materials or supplies that may be required to cause said apparatus to be or continue to remain in an operational state at any time in addition to the obligation of the SBIAA to properly maintain and repair the apparatus. (c) The City agrees at it sole expense to undertake minor in-station maintenance 'of the SBIAA apparatus as may be capable of being performed at the Fire Station by fire fighting personnel at a cost not to exceed a total armual cost of $1 ,000. The City further agrees to provide all other personal fire fighting equipment, supplies, hoses, nozzles, ladders, axes and other ancillary equipment as may be needed under the circumstances in addition to those items required to be provided by the SBIAA on each fully equipped aircraft f1J'efighting and crash rescue apparatus. Section 9. Reoairs and Maintenance. (a) The SBIAA shall provide adequate maintenance and security for the Fire Station at the same times and in the same manner as is generally provided by the SBIAA with respect to other occupied buildings and structure as owned by the SBIAA within the secured and fence enclosed areas only within the Airport areas of the properties under the control of the SBIAA. The SBIAA shall, at its own expense, maintain and keep that portion of the premises of the Fire Station from the external walls to the boundary line designated on Exhibit "A" and all external doors, overhead doors, HV AC system, adjacent sidewalls, roof and exterior walls and concrete access areas adjacent to the Fire Station in a safe and maintained condition. (b) The City shall be responsible for the cleaning, interior paintihg, sweeping and maintenance of all exterior areas of the Fire Station including structural': exterior walls and concrete access areas adjacent to both the Fire Station and the Leased Premises and including the refuse container area. The City shall, at its own expense, maintain and keep the interior walls, electrical and utilities, plumbing, living quarters and furnishings and appliances, interior passage doors and windows within the exterior walls of the entire Fire Station in a safe and maintained condition. The City shall at its own cost and expense provide for the janitorial and maintenance either through City personnel, fire fighters on-duty at the Fire Station or through private service providers. The City's area of janitorial responsibility excludes areas leased to other entities by the SBIAA. SBIAA is responsible for cleaning the front hallway and front restroom and the City and SBIAA are jointly responsible for the kitchen based on their individual usage of that area each week. J:\data\sbiaa\leascs\sb city fire station lease 060105 2008-339 Section IO.Utilities. (a) The SBIAA shall make available, or cause to be made available to the Fire Station, adequate connections and service lines for the provision of all utilities, including water, sewer, cable television service, telephone, gas, refuse collection and electricity for the Fire Station. The City shall be required to obtain directly for its own account such level of service as required by the City for telephone, cable television and other computer access lines (the "City Utility Services") and shall pay for all such City Utility Services directly to the applicable utility provider. The SBIAA shall continue to be billed for all other utility services including specifically gas, refuse collection, water and sewer and electrical service (the "SBIAA Utility Services"). The City shall not be required to pay for any of the SBIAA Utility Services until such time as the City either maintains a full.time presence at the Fire Station or utilizes the Fire Station for fire fighting and training purposes beyond the limited scope contemplated by this Agreement. At such later date, the parties may determine that the City shall be invoiced monthly . by the SBIAA in a fair and equitable marmer based upon the hours and days of usage of the Leased Premises portion of the Fire Station by the City as compared to the hours and days of usage of any other portion of the Fire Station by either the SBIAA or any other tenants of the SBIAA. (b) The City shall pay such separately metered usage charges and connection fees for all City Utility Services directly to the governmental Agency or such other State or federally regulated public utility company providing any of such City Utility Services to the Fire Station. In addition, the City and not the SBIAA shall be responsible for any upgrades and repairs and replacements or additional utility services or additional levels of utility services than is provided as of the effective date of this Lease Agreement, regardless of whether such is considered as the City Utility Services or as the SBIAA Utility Services. Section I1.Removal of Eauiument and Personal Prouertv. (a) The City shall, upon the expiration or termination of this Lease Agreement and for a period of time not to exceed fourteen (14) days thereafter, have the right to remove all furniture, movable equipment and other items of personal property that are not considered as fixtures and additions to the Fire Station. Nothing shall be removed by the City which is in any marmer affixed or attached to the floors or walls and the removal of which \'ltould render the Fire Station less usable or would cause damage to any walls, floors, ceilings or windows. (b) Any personal property or other equipment that is placed in the Leased Premises by the SBIAA pursuant to an inventory list delivered to the City shall remain the personal property of the SBIAA unless ownership thereof is otherwise specifically transferred by the SBIAA to the City by appropriate written instrument. Section 12.Destruction of Leased Premises. If during the term hereof the Leased Premises are damaged or destroyed by fire or other casualty, neither party shall have any obligation to repair any portion of the Leased Premises and this Lease Agreement shall be subject to immediate termination effective upon J:\data\sbiaa\leascs\sb city fire station lease 060105 2008-339 receipt of notice of termination delivered by the terminating party to the other party; provided, however, that the City shall have the right, but not the obligation, to repair the Leased Premises to the extent necessary to continue in possession of the Leased Premises for the remainder of the then current term of this Lease Agreement. Section 13.Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be (i) personally delivered, or (ii) mailed certified or registered mail, via United States Postal Service, return receipt requested, postage prepaid, or (iii) delivered by express delivery service or messenger service, or (iv) dispatched through other electronic means or by verified fax transmission, to the respective parties at the addresses indicated below: If to the SBlAA: San Bernardino International Airport Authority 294 South Leland Norton Way Suite #1 San Bernardino, CA 92408 Attn: Executive Director Tel: 909-382-4100 Fax: 909-382-4106 If to the City: City of San Bernardino Fire Department 200 East Third Street San Bernardino, CA 92410 Attn: Larry Pitzer, Fire Chief Tel: 909-384-5286 Fax: 909-384-5281 Any party may change its address by delivery of notice to the other party in the manner as set forth above. Section 14.Amendments. .. . This Lease Agreement may be amended or modified by the parties at their sole discretion only by the written agreement duly approved pursuant to official action of and executed by both parties in the marmer as required by State law. Failure on the part of either party to enforce any provision of this Lease Agreement shall not be construed as a continuing waiver of the right to compel enforcement of such provision or provisions, and such failure to enforce any provision of this Lease Agreement shall never constitute nor be deemed to constitute an amendment to this Lease Agreement without the official action of the parties to specifically approve any such amendment. J:\data\sbiaa\leases\sb city fire station lease 0601 OS 2008-339 Section 15.Indemnification and Hold Harmless. (a) The City shall defend, indemnify and save harmless the SBIAA and its Board members, officials, officers, employees and agents from any and all claims for all loss or damage to real or personal property, including loss of use thereof, and injury to persons which may result from the negligent execution or performance of this Lease Agreement in addition to any and all claims made by or on behalf of the City's agents, servants and/or employees arising our of their employment or work pertaining to the operations of the City under this Lease Agreement. Additionally, the City shall at all times defend, indemnify and hold the SBIAA, its Board members, officials, officers, employees and agents harmless from and against any and all liabilities, demands, claims, suits, lawsuits, damages, causes of action, fmds or judgments, including costs, fees of attorneys and witnesses, and expenses incident thereto, arising out of or in connection with the execution or performance of this Lease Agreement or as a result of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to 'the City or to the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The City shall be an independent contractor at all times during the term of this Lease Agreement and in every respect and not the agent of the SBIAA for any purpose. Nothing contained herein and no direction or notification from the SBIAA to the City shall be construed so as to create a partnership, joint venture or Agency relationship between the parties hereto. (b) The SBIAA shall defend, indemnify and save harmless the City and its Council members, officials, officers, employees and agents from any and all claims for all loss or damage to real or personal property, including loss of use thereof, and injury to persons which may result from the negligent execution or performance of this Lease Agreement in addition to any and all claims made by or on behalf of the SBIAA's agents, servants and/or employees arising our of their employment or work pertaining to the operations of the SBIAA under this Lease Agreement. Additionally, the SBIAA shall at all times defend, indemnify and hold the City, its Council members, officials, officers, employees and agents harmless from and against any and all liabilities, demands, claims, suits, lawsuits, damages, causes of action, finds or judgments, including costs, fees of attorneys and witnesses, and expenses incident thereto, arising out of or in connection with the execution or performance of this Lelll!8' Agreement or as a result of the failure by the SBIAA to comply with all laws, ordinan~ or governmental regulations applicable to the SBIAA or to the conduct of the SBIAA's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The SBIAA shall be an independent contractor at all times during the term of this Lease Agreement and in every respect and not the agent of the City for any purpose. Nothing contained herein and no direction or notification from the City to the SBIAA shall be construed so as to create a partnership, joint venture or Agency relationship between the parties hereto. Section 16.Insurance. (a) The City agrees to procure and maintain in full force and effect during the Initial Term of this Lease Agreement and any Extended Term of this Lease Agreement, at the J:\data\sbiaa\leascs\!b city fire station lease 060105 2008-339 sole cost and expense of the City, public liability insurance adequate to protect against liability for damage claims arising out of public use of the Leased Premises comprising the Fire Station or accidents which may arise or be alleged to have arisen from the activities of the City in connection with the performance of this Lease Agreement, in a minimum amount of $1,000,000 for each person injured, in a minimum amount of $1,000,000 for anyone accident, and in a minimum amount of $500,000 for property damage. Such insurance policies shall name the SBIAA as an additional insured, and the SBIAA shall be given at least thirty (30) days' prior written notice of any cancellation or modification to the coverage limits or such policy or policies of insurance. (b) Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section. The City shall provide the SBIAA upon request with written evidence of excess coverage insurance policies that are required to be obtained by the City as a part of any such bona fide self-insurance , program. Section 17.Validitv. If any of the terms, conditions, provisions or covenants of this Lease Agreement shall to any extent be judged to be invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, conditions, provisions and covenants of this Lease Agreement shall not be affected thereby and shall remain in full force and effect and be valid and enforceable to the fullest extent permitted by applicable law. Section 18.Entire Agreement. No other understandings or agreements exist between the parties except as herein expressly stated herein with respect to the lease of the Fire Station, except with the provision of certain firefighting services to be provided by the City to the SBIAA as contained in that certain Master Services Agreement by and between the parties for the 2005-06 fiscal year. Any modifications or amendments to this Lease Agreement must be approved by the official actions of both the Mayor and Common Council of the City and the governing board of the SBIAA and duly executed by authorized representatives of both parties. " . l:\data\sbiaa\Jeases\sb city fire station lease 060105 2008-339 IN WITNESS WHEREOF, the parties have duly executed this Lease Agreement on the day and date frrst set forth in the introductory paragraph hereof. City of San Bemardino (SEAL) ATTEST: (2~kjh.~ City Clerk Approved as to Form and Legal Content: James F. Penman City Attorney ,/~ San Bernardino International Airport Authority 'J-let if Jf// I A /6'- I . f)(/J~ (p ~r. .. (SEAL) Approved as to Fo and Legal Content: BY:~~ General s J:\data\sbiaa\leases\sb city fire station lease 060105 EXHIBIT "A" (Description of Fire Station, Leased Premises, Excluded Area and adjacent leased areas) J:\data\sbiaa\1eases\sb city fire station lease 060105 . 2008-339 .. ., H ;? 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". ~ RE: CITY OF SAN BERNARDINO FIRE STATION LEASE Dear Mr. Wilson: The San Bemardino International Airport Authority (SBlAA) approved the attached lease agreement between the SBIAA and the City of San Bernardino at its October 26, 2005 Commission Meeting. The lease has been executed by the SBIAA and I am forwarding three original copies for your action and approval. Please retum a fully executed copy of the agreement to my attention upon approval. Thank you for your continued support of the SBlAA. Please feel free to contact me at (909) 382-4100 x 243 if you have any questions. Sincerely, SAN BERNARDINO INTERNATIONAL AI RT A TY .. PC/ae Ene ee: Chief Larry Pitzer Chief Deputy Dennis Reichardt Eric Ray 1;\ WORDD0C\2005\Penny\O<:tober\0201. WiJs~.doc 294 S. Leland Norton Way. Suite #1 . San Bernardino. CA 92408.()131 . (909) 382.4100 . FAX (909) 382.4106 email:ivda@sbdairport.com .. http://www.sbdairport.com A PROJECT OF THE INLAND VALLEY DEVELOPMENT AGENCY ANO SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY .... , 2008-339 ".". .,j \. ';r'ir~:.'_:':; . l:'~:;i:;:c:~:~f,..;,~,)~);?:: :.,.":.::.;:j:::;::'~.:/'; . . ,- '1': . .:.! ',;. ,>~/~::~~:~~..~:.."~.~~'~ ('" /, ~\~:.., . ";,' . '. ,l},tr: "',." ,',1." .. I - I ('.' '., ~ .~ . '" , ~ o " . .><'" '" iii ~ U . ' . . ~ "h~ ~t iii ~ Ii 1 -< " III , ~'U1 I.:) , L .' QJ~OJ ~. ",. III Irl!1 2 ",'lJ,? ..~ c:....;.:~ ....... r 'HI' ll)' ~~.~ II !I!! Ilill M - "tJ ~ " )( ~ t, 1.~. '" " ~. +- i ~ dq 2 , ~ ~K~ :t ;}t. " > , l.. , ">1 l ~ I"~ I ... . i : ~: j ;\\., , , ~lb l"'f , .. .... ~l. , , ~ ~ > !;{ 'i : 'itf' ~ ~ . . U '" I\\~~ ..'. o. ,,> .A nn ~ ~o ~ QJ I'i " r . 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