Attachment A
FOR
REPORT TO THE CITY COUNCIL
DATE: Regular Meeting of February 14, 2023
TO: Mayor and Members of the City Council
VIA: Dante Hall, City Manager
SUBMITTED BY: Patrick Tang, City Attorney
SUBJECT: Consider and Approve a Request from the Hercules Historical Society (HHS) for an Amendment to Extend the Trailer Acquisition and Lease Agreement
RECOMMENDATION ACTION:
Adopt a Resolution authorizing the City Manager to execute an amendment to the Trailer Acquisition and Lease Agreement between the City of Hercules and the Hercules Historical Society (HHS), to continue the lease for an additional five (5) years with an option for a five (5) year extension.
BACKGROUND:
On February 12, 2013, the City Council approved a Resolution authorizing the City Manager to execute a Trailer Acquisition and Lease Agreement Between the City of Hercules and the Hercules Historical Society (the "Agreement") for use of a surplus trailer located adjacent to City Hall, to facilitate the safe storage and display of the HHS collection of historical artifacts. See Attachment 1, February 12, 2013 Staff Report, for details.
The original Agreement was for five years, with a five year extension. The five year extension was granted via an Addendum to the Agreement effective February 14, 2018, and expires February 14, 2023. See Attachment 2.
ANALYSIS:
The HHS requests an amendment to the original Agreement for the sole purpose of extending the term of the Agreement, with no additional modifications to the terms and conditions contemplated. The proposed First Amendment, provided as Attachment 3 to this Report, provides for an additional five (5) year term with the option for up to an additional five (5) years. All other terms and conditions within the original Agreement and Addendum would remain in full force for the effective life of this First Amendment.
A draft Resolution prepared by the City Attorney and approved by HHS is provided as Attachment 4.
FISCAL IMPACT:
There is no fiscal impact to the City in approving this Amendment.
ATTACHMENTS:
1. February 12, 2013 Staff Report and Related Documents
2. February 14, 2018 Addendum to the Agreement with HHS
3. Proposed Amendment to the Agreement
4. Proposed Resolution Authorizing Amendment to the Agreement Attachment 1
AGENDA ITEM REQUEST FORM
Department: P&R Department Director: Pedro Jimenez Phone: 510-799-8228 Meeting Date:2/12/2013 Final Decision Date Deadline:
SUBJECT: Trailer Acquisition & Lease Agreement between City of Hercules and Hercules Historical Society
INDICATE APPROPRIATE BODY
• City Council • Public Financing Authority •Finance Sub-Committee • Public Safety Sub-Committee
•Planning ] Community/ Library •Other
Commission Services Commission
ITEM
• Presentation/Proclamation/Commendation
•Ordinance • Study Session • City Council Reports/Resolutions X Resolution • Closed Session • City Manager Reports/Resolutions • Contract/Agreement • Consent Calendar • Video/PowerPoint • Grant Application/Acceptance • Public Hearing
RECOMMENDED ACTION:
Adopt A Resolution Authorizing The City Manager to Execute An Acquisition & Lease Agreement between City of Hercules and Hercules Historical Society
• Copy of executed Resolution/Ordinance/Contract/Application required immediately upon approval.
REVIEWED AND APPROVED FOR AGENDA:
AGENDA ITEM NO:
City Attorney (if Contract, Ordinance or Resolution)
XI.2
Did To 2.7-13
Signature / Date
Finance Department for Fiscal Impact
Nickte Mady 212/13
Signature / Date
City Manager
02/07/2013
Signature / Date
STAFF REPORT TO THE CITY COUNCIL
DATE: Regular Meeting of February 12, 2013
TO: Honorable Mayor and Members of the City Council
SUBMITTED BY: Pedro Jimenez, Parks & Recreation Director SUBJECT:
Corrier and Apron RoLes Am Henle Historical Society (HHS) RECOMMENDED ACTION:
Adopt A Resolution authorizing the City Manager to execute an acquisition and lease agreement between the City of Hercules and the Hercules Historical Society COMMISSION/SUBCOMMITTEE ACTION AND RECOMMENDATION:
On January 14, 2013, the Community and Library Services Commission reviewed the Trailer Acquisition and Lease Agreement as requested by the Hercules Historical Society (HHS). After discussion, the Commission recommended that the City Council approve the Trailer Acquisition and Lease Agreement.
FISCAL IMPACT OF RECOMMENDATION:
HHS will purchase the former Affordable Housing trailer from Williams Scotsman, Inc. for $4,881.00, saving the city $713.61 per month (monthly lease) and the dismantling fee of approximately $2,500 (removal of building and installation of fencing). The City agrees to purchase the liability coverage ($875) on behalf of HHS for the first year from the date of occupancy by HHS. After one year, HHS must provide its own general liability insurance, subject to approval by the City, naming the City, its employees, officials, and volunteers as additional insured.
DISCUSSION:
The HHS has assembled a considerable collection of historical artifacts presently stored in the privately owned clubhouse of the old Hercules Powder Plant. The collection is accessible only with great difficulty and, in its present location, is vulnerable to fire, water damage, vandalism and/or theft. The City currently leases from the firm Williams Scotsman, Inc. a 12 x 60 foot temporary February 12, 2013 Page 1
building located adjacent to the northwest end of the City Hall building. The City has made it known to HHS members that this leased modular building is no longer needed for the City's use and that the cost of returning the building to Williams Scotsman, Inc. is presently prohibitive. HHS ›btained a quote to purchase the trailer from Williams Scotsman, and would be Willing to negotiat he purchase of the building with Williams Scotsman. If such purchase occurs, HHS agrees tr provide meeting space and to maintain the building for the secure storage and possible display of its collections provided the City allows the building to remain on City property in its current locatior for a period not less than five (5) years with the ability to extend another five years, and to furnish the water, sewer and power services for the building.
ATTACHMENTS:
Attachment 1 - Resolution
Attachment 2 - Lease Agreement
Attachment 3 - Trailer Acquisition Quotation Williams Scotsman, Inc.
Attachment 4 - Insurance-Nonprofits' Own New Business Quotation Financial Impact
Description: Historical Society (HHS) for Trailer Acquisition and Lease Agreement Funding Source: N/A
Account Number:
Budget Recap:
Total Estimated cost: $ New Revenue: $
Amount Budgeted: Lost Revenue: $
New funding required: S New Personnel: $
Council Policy Change: Yes O No D
February 12, 2013 Page 2
ATTACHMENT 1
RESOLUTION NO. 13--
AUTHORIZING THE CITY MANAGER TO EXECUTE AN ACQUISITION AND
LEASE AGREEMENT BETWEEN THE CITY OF HERCULES AND THE HERCULES
HISTORICAL SOCIETY
WHEREAS, the Hercules Historical Society (HHS) has assembled a considerable collection of historical artifacts presently stored in the privately owned clubhouse of the old Hercules Powder Plant. The collection is accessible only with great difficulty and, in its present location, is vulnerable to fire, water damage, vandalism and/or theft; and WHEREAS, the City currently leases a 12' x 60' modular building at the Civic Center site from Williams Scotsman, Inc., commonly known as the Affordable Housing Program office; WHEREAS, the City has made it known to HHS members that this leased modular building is no longer needed for the City's use and that the cost of returning the building to Williams Scotsman, Inc. is presently prohibitive; and
WHEREAS, HHS will purchase the modular building from Williams Scotsman, Inc. for $4,881.00, saving the city $713.61 per month (monthly lease) and the dismantling fee of approximately $2,500 (removal of building and installation of fencing). The City agrees to purchase liability coverage ($875.00) on behalf of HHS for the first year from the date of occupancy by HHS; and
WHEREAS, HHS agrees to provide meeting space and to maintain the building for the secure storage and possible display of its collections provided the City allows the building to remain on City property in its current location for a period not less than five (5) years with the ability to extend another five years, and to furnish the water, sewer and power services for the building.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hercules as follows:
1. The City Council hereby authorizes the City Manager to execute an acquisition and lease agreement with the Hercules Historical Society relative to the modular building, commonly known as the Affordable Housing Program office, located adjacent to the
2. The City Council hereby authorizes the appropriation and/or expenditure of an amount not to exceed $875.00 from account no. 100-4424-617.20-01 for the purchase of liability insurance for a period of one year.
The foregoing Resolution was duly and regularly adopted at a regular meeting of the City Council of the City of Hercules held on the 12th day of February, 2013 by the following vote of the Council:
ATTACHMENT 1
AYES:
NOES:
ABSTAIN:
ABSENT:
John Delgado, Mayor
ATTEST:
Doreen Mathews, City Clerk
ATTACHMENT 2
TRAILER ACQUISITION & LEASE AGREEMENT BETWEEN
CITY OF HERCULES, CALIFORNIA
AND
HERCULES HISTORICAL SOCIETY
Parties to the Agreement
The Parties to this Agreement are the City of Hercules, California (hereinafter the City), with a mailing address at 111 Civic Drive, Hercules, CA 94547, and the Hercules Historical Society (hereinafter the HHS), having a mailing address at P.O. Box 5461, Hercules, CA 94547.
Recitals
WHEREAS, the HHS has assembled a considerable collection of historical artifacts presently stored in the privately owned clubhouse of the old Hercules Powder Plant, and WHEREAS, said collection is accessible only with great difficulty and, in its present location, is vulnerable to fire, water damage, vandalism and/or theft; and WHEREAS, the City currently leases from the firm Williams Scotsman (having a business address of 4911 Allison Parkway, Vacaville, CA 95688) a 12 x 60 foot temporary building located adjacent to the northwest end of the City Hall building; and WHEREAS, the City has made it known to HHS members that this leased modular building is no longer needed for the City's use and that the cost of returning the building to Williams Scotsman is presently prohibitive; and
WHEREAS, HHS obtained a quotation of the cost to purchase the trailer from Williams Scotsman, and would be willing to negotiate the purchase of such building with Williams Scotsman and, if such purchase occurs, to provide meeting space and to maintain the building for the secure storage and possible display of its collections provided the City is willing to allow the building to remain on City property in its current location for a period not less than five (5) years with the ability to extend another five years, and to furnish the water, sewer and power services for the building; and
ATTACHMENT 2
Now, therefore, the parties agree as follows:
1. Definitions
As used in this Agreement, the following terms will have the meaning set forth below:
1.1. "Building" means the 12 × 60 foot temporary building located adjacent to the northwest end of the Hercules City Hall currently leased to the City by Williams Scotsman.
1.2. "Property" means the land owned by the City directly beneath and encompassing the Building in 1.1 above.
1.3. "Services" means the water, sewer, and power that are not metered separately for the Building and are currently paid for by the City.
1.4. "Effective Date" means the date of the execution of this Agreement on behalf of the City and the HHS.
2. Grant
2.1. Subject to the purchase of the Building by the HHS from William Scottsmen, see Purchase Agreement, attached hereto as Exhibit A and incorporated by reference herein, the City hereby grants solely to the HHS the exclusive right to access and lease the Property for a period of time not less than 5 years with the ability to extend for another five (5) years from the effective date of this Agreement for the purpose of providing meeting space as well as secure storage and possible display of HHS' collections. Prior to the expiration of the five (5) years, the City may renew this grant of exclusive right to the HHS for an additional five (5) years upon written notice to the HHS. Should the City desire to revoke this grant at any time, the City must formally give notice to the HHS pursuant to the Notices section of this Agreement. If for any reason HHS no longer wishes to store and/or display its collection or wishes to use the building for any other purpose, HHS must receive, in writing, express permission from City. If persmission is denied, HHS shail remove the builidng within 90 days from the date of termination of said use.
2.2. In the event HHS wishes to display its collection and open said building to the public or to host a meeting of its members, no less than 14 days in advance, HHS and City Manager or •
ATTACHMENT 2
his/her designee shall meet to discuss the terms of parking, time and use of the facility so that it does not interfere with City opertaions.
3. Life of the Agreement
3.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement will be in force from the effective date recited on page one and will remain in effect until five (5) years from the date this Agreement is signed on behalf of both parties, unless this agreement is extended as outlined in Section 2 above.
4. Assignment
4.1 HHS cannot assign the lease or sublet any portion of the Building without City approval.
Any request to assign or lease the Building must be submitted to the City Manager at least 60 days prior to the proposed lease or sublease term.
5. Termination by The City
5.1 If HHS should violate or fail to perform any material term or covenant of this Agreement, or if it is determined that usage of the premises by HHS has created a dangerous condition or nuisance, then the City may give written notice of such default ("Notice of Default") to the HHS.
If the HHS should fail to repair such default within ninety (90) days after the date of such notice takes effect, the City will have the right to terminate this Agreement and the grant herein by a second written notice ("Notice of Termination") to the HHS. If a Notice of Termination is sent to the HHS, this Agreement will automatically terminate on the date such notice takes effect.
Such termination will not relieve the HHS of its obligation to repair such default at the time of such termination and will not impair any accrued right of the City. These notices will be subject to the requirements of Section 13 ("Notices") of this agreement.
6. Termination by the HHS
6. 1 The HHS will have the right, at any time, to terminate this Agreement by giving notice in writing to the City. Such Notice of Termination will be subject to the requirements of Section 13 ("Notices") and termination of this Agreement will be effective nintey (90) days after the effective date thereof.
ATTACHMENT 2
6.2 Any termination pursuant to the above Paragraph will not relieve the HHS of any obligation or liability accrued hereunder prior to such termination or rescind anything done by the HHS prior to the time such termination becomes effective, and such termination will not affect in any manner any rights of the City arising under this Agreement prior to such termination.
7. Maintenance and Use of the Building
7.1 HHS shall be responsible for the maintenance of the Building on City property, both interior and exterior, in a condition similar to adjacent buildings within Civic Plaza. HHS shall maintain the Building in compliance with all applicable City and State code requirements. Monthly utilities, including water, sewer, and electric service shall be paid for by the City. However, the City shall monitor utility use and if it is determined that use is excessive, based on average usage of the building when it was previously occupied, the City shall have the right to terminate payments for utility usage.
7.2 HHS is hereby provided notice that there is no potable water servicing the building and that the City recommends any water consumed on premise be from bottled water.
8. Use Permit
8.1 Prior to use of the Building by HHS, HHS shall obtain all permits required for the intended use, as determined by the Planning Manager, including but not limited to an Administrative Use Permit.
9. Maintenance of Service Connections
9.1 HHS is responsible for the maintenance of all service connections to the Building. HHS is responsible for the repair of service connections to the extent the need for those repairs are the result of HHS actitivites.
10. Insurance
10.1 HHS has indicated that it does not have personal property insurance for the contents of its collection and agrees that the City will not be responsible for the loss of its collection for any reason including but not limited to theft and fire.
10.2 The City agrees to purchase liability coverage ($875) on behalf of HHS for one year from ATTACHMENT 2
the date of occupancy by HHS. After one year, HHS must provide its own general liability insurance, subject to approval by the City, naming the City, its employces, officials, and volunteers as additional insured. Failure to provide proper insurance shall be considered a default under Section 5 above.
11. Removal of Building
11.1 Upon expiration or termination of this Lease, HHS shall remove the Building, disconnect and cap any and all utilities, and provide wood chips or similar type material in its place. The cost of disconnecting and capping utilities, removing the building and installing wood chips or similar type of material shall be borne by HHS. HHS will not be responsible for chain link. fencing to close space caused by removal of the building. City agrees to waive any permit fees associated with this work provided all work is in compliance with all applicable City and State code requirements. Removal of the Building and restoration of the Property shall be concluded within 90 days of expiration or termination of this Lease.
12. Hold Harmless
12.1 HHS shall hold harmless the City and all City officers and officials for any loss or injury resulting from the use of Property pursuant to this Lease. HHS assumes all risk and liability for any loss, damage or injury whatsoever to any person or property due to the use of the Building and/or the use of the Property by HHS.
13. Notices
13.1 Any notice or payment required to be given to either party will be deemed to have been properly given and to be effective:
13.1.1 On the date of delivery if delivered in person, or;
13.1.2 On the date of mailing if mailed by first-class certified mail, postage paid, or;
13.1.3 On the date of mailing if mailed by a global express carrier service that requires the recipient to sign the documents demonstrating the delivery of such notice:
to the respective addresses given below, or to another address as designated in writing by written notice given to the other party.
ATTACHMENT 2
In the case of the City: THE CITY OF HERCULES
111 Civic Drive
Hercules, CA 94547
Attention: City Manager
In the case of the HHS: HERCULES HISTORICAL SOCIETY
P.O. Box 5461
Hercules, CA 94547
Attention: President
14. Waiver
14.1 It is agreed that no waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth will be deemed a waiver as to any subsequent and/or similar breach or default.
15. Failure to Perform
15.1 In the event of a failure of performance due under the terms of this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then such legal action will take place in Martinez, California, and the prevailing party will be entitled to reasonable attorney's fees in addition to costs and necessary disbursements.
16. Governing Laws
16.1 THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
17. Force Majeure
17.1 The parties to this Agreement will be excused from any performance required hereunder if such performance is rendered impossible or unfeasible due to any acts of God, catastrophes, or other major events beyond their reasonable control, including, without limitation, war, riot, insurrection, pestilence, and pests; laws, proclamations, edicts, ordinances, or regulations; strikes, lock-outs, or other serious labor disputes; and floods, fires, explosions, or other natural disasters. When such events have abated, the parties' respective obligations hereunder shall ATTACHMENT 2
resume. However, any party to this Agreement will have the right to terminate this Agreement upon ninety (90) days prior written notice if either party is unable to fulfill its obligations under this Agreement due to any of the causes mentioned above and such inability continues for a period of one year. These notices will be subject to ? ("Notices").
18. Miscellaneous
18.1 The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
18.2 This Agreement will not be binding upon the parties until it has been signed below on behalf of each party, in which event, it will be effective as of the date the Agreement is signed by both parties.
18.3 This Agreement shall be modified only in writing, and such modification must be signed by both parties.
18.4 This Agreement embodies the entire understanding of the parties and will supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.
18.5 In case any of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not effect any other provisions hereof, but this Agreement will be construed as if such invalid or illegal or unenforceable provisions had never been contained herein.
19. Complete Agreement
19.1 This Agreement embodies the entire understanding of the parties and will supersede all previous communications, representations or understandings either oral or written.
Hercules Historical Society
By. By_
(Please Print) Darrel J. Tucker, President
Date
ATTACHMENT 2
City of Hercules
By. By
(Please Print) Steve Duran, City Manager
•
Date
-
ATTACHMENT_3
ILLIAMS SCOTSMAN, IN Quote Number: 305725
WILLIAMS 911 Allison Parkwa Date: January 07, 2013
Vacaville, CA 95688-9346 Expiration:
SCOTSMAN Phone: (707)451-3000 Ext: 48113
Fax: (707) 451-4000
An ALGECO SCOTSHIAN Company
Toll Free: 800-782-1500
Dales Representative
[email protected]
ROTATON.NO 3017-5
ustomer Contact: Ship To:
ercules Historical Socie Darrel Tucker 111 Civic Drive
PO Box 5461 PO Box 5461 HERCULES, CA
Hercules, Califomia 94547-5461 Hercules, CA 94547-5461 94547 US Phone: (610) 734-4368
Email: [email protected]
64x12 Mobile Office (SMC-00120412)
PURCHASE PRICE $4,030.00 DELIVERY FREIGHT: By Customer
INSTALLATION: By Customer
OPTIONS
QTY DESCRIPTION PRICE EXTENDED
1 License fee $41.00 $41.00
License transfer fee $60.00 $60.00
Ramp Sale $750.00 $750.00
$4,881.00
filliams Scotsmen is nol responsible for changes required by local code or bullding inspeotors. Customer is responsible for locatino an arkung underground utilities prior to deliver. Quote assumes в level site with clear acces:
ATTACHMENT 4
Quote Presented by: Jay-Marie Garcia Insurance
Qute offered by : Nonprofits Insurance Alliance of C/
i
Nonprofits Nonprofits' OWN
NEW BUSINESS Nonprofits' Insurance
OWN QUOTATION Alliance of California
ANEAD ICE NOUBANCE.. A NEARE FOR NOMPORT:
Q1-2013-35155 A.M. Best Rated A Dacellent)
Applicant: (35155) Proposed Effective Date: 01/01/2013
Hercules Historical Society
P.O. Box 5461 General Liability $ 800
Hercules, CA 94547 Liquor Liability
Terrorism Coverage (Certified Acts)* $ Inchuded
Producer: (00644) J-M Garcia Insurance Full Eamed Broker Fees 75 Jay-Marie Garcia Insurance L#0668893
1630 Contra Costa Blvd., #215 Total Including fees without Terrorism 875 : Pleasant Hill, CA 94523
Total Including fees with Terrorism 882
925-680-7405 Phone 925-880-1420 Fax
[email protected]
audial Premium with Terrorism coverage: 882.00
Anu Pamium without Terrorism coverage: 875.00
GENERAL CONDITIONS
• See the attached Index of Forms.
• Quote is issued based on application provided by the insured The premium deposit and written request to bind coverage is required to bind coverage General Liability Coverage is required in order to write any other lines of coverage with NIAC • The Terrorism Covérage Forts attached for your review • Coveragean only be provided to 501 (c) (3) Nonprofits
SPECIAL CONDITIONS
THE COVERAGE OFFERED IN THIS QUOTATION MAY
DIFFER FROM THAT REQUESTED IN THE APPLICATION.
FAILURE TO PROVIDE THE REQUESTED COVERAGE
SHALL IMPOSE NO LIABILITY ON NIAC.
•Terrorism premium may adjust slightly due to changing ISO rates.
Insured Signature and date
Nonprofits
LIABILITY QUOTATION
OWN SCHEDULE OF PROPOSED Nonprofits' Insurance
COVERAGES AND LIMITS Alliance of California
A HEAD KOR MILANCE... A HEART FOR NONFROFES
Q1-2013-35155 AN. Ber Ranca A Excelem
Additional Premium To Meet Minimum $11
Increased Aggregate $73
General Liability subtotal: $800
Liquor Liability Incl.
TOTAL LIABILITY PREMIUM: $800
Note: The Minimum General Liability premium on the NPO form for the limits quoted is $800
Attachment -2
Notice and Addendum
to
Trailer Acquisition and Lease Agreement
between
City of Hercules, California
and
Hercules Historical Society
PURPOSE
This Notice and Addendum is intended to provide written notice of the first extension of the effective period of the Agreement.
RECITALS
1. This Notice refers to the Trailer Acquisition and Lease Agreement ("Agreement") between the City of Hercules ("'City") and Hercules Historical Society ("HHS") dated on its title page as of February 2013.
2. Defined terms in the Agreement are used as defined in the Agreement.
3. Term 2.1 of the Agreement provides a Grant to HHS that runs for a period of five (5) years with the ability to extend for another five (5) years.
4. Term 3.1 of the Agreement provides that the Agreement shall remain in effect until five (5) years from the effective date.
5. Term 17.2 of the Agreement provides that the Agreement is effective as of the date it is signed by both parties.
6. The first date upon which the Agreement was signed by both parties was February 14, 2013, the later of the dates shown for both signatures.
7. The parties desire to extend the Agreement for an additional five (5) year period.
8. HHS must provide its own general liability insurance per Term 9.2 of the Agreement for the duration of the lease extension.
NOTICE OF EXTENSION OF TERM
The Agreement was effective on February 14, 2013 and expires on February 14, 2018.
The City hereby provides notice and renews the grant of exclusive rights and the duration of the Agreement for an additional five (5) years, which shall expire on February 14, 2023.
ADDENDUM TO AGREEMENT
This Notice shall be an Addendum to the Agreement with effect as of the date it is signed by the City. A counterpart of Notice, when signed, will be provided to HHS.
City of Hercules
By: Tand im (date) 12/21/17
David Biggs, City Manager