Loading...
HomeMy WebLinkAboutReso 96-22 Approving the Third Amendment To Land Lease Between the City of Dublin and U.S. Bank National Association Reso. No. 96-22, Item 4.11, Adopted 07/19/2022 Page 1 of 2 RESOLUTION NO. 96 – 22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE THIRD AMENDMENT TO LAND LEASE BETWEEN THE CITY OF DUBLIN AND U.S. BANK NATIONAL ASSOCIATION WHEREAS, in May 2007 the City acquired the property formerly known as the Dublin Square Shopping Center located at 11759 Dublin Boulevard (APN 941-1560-007-01) for the development of Dublin Heritage Park and Museums; and WHEREAS, by acquiring the property, the City became the landlord of U.S. Bank’s Land Lease dated April 14, 1967, which was subsequently amended on May 9, 1990, and December 18, 2007; and WHEREAS, the term of the lease is set to expire on October 31, 2022; and WHEREAS, the City and U.S. Bank National Association desire to amend the Original Land Lease to extend the lease term by five years, adjust the rent to market rate, and clarify the process by which U.S. Bank will surrender the building and improvements to the City upon the expiration of the lease and at no cost to the City; and WHEREAS, the City and U.S. Bank National Association have negotiated a Third Amendment to Land Lease, attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Third Amendment to Land Lease Between the City of Dublin and U.S. Bank National Association. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Third Amendment to Land Lease, attached hereto as Exhibit A, and make any necessary, non- substantive changes to carry out the intent of this Resolution. {Signatures on the following page} Reso. No. 96-22, Item 4.11, Adopted 07/19/2022 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 19th day of July 2022, by the following vote: AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Third Amendment to Land Lease July 19, 2022 Between the City of Dublin and U.S. National Bank Assoc. Page 1 of 5 THIRD AMENDMENT TO LAND LEASE THIS THIRD AMENDMENT TO LAND LEASE (this “Amendment”) is made effective as of July 19, 2022 (the “Effective Date”), by and between the City of Dublin, a California Municipal Government (“Lessor”), and U.S. Bank National Association, a national banking association (“Lessee”). RECITALS A.Berkeley Land Company (“Original Lessor”) and First National Bank of Pleasanton (“Original Lessee”) entered into that certain Land Lease dated as of April 14, 1967 (the “Original Land Lease”), under which Original Lessor leased to Original Lessee, the real property located at the address commonly known as 11805 Dublin Boulevard, Dublin, California (APN 941-1560-007-01) and legally described in the Original Lease (the “Premises”). The Original Land Lease was subsequently extended by letter dated December 5, 1986. B.Original Lessor and Community First National Bank, as successor-in-interest to Original Lessee, entered into that certain Lease Amendment dated as of May 9, 1990 (the “First Amendment”). C.Lessor succeeded to the interest of Original Lessor pursuant to that certain Assignment and Assumption of Leases dated May 9, 2007, under which Lessor acquired all of Original Lessor’s right, title and interest in, to and under the Original Lease, as amended. D.Lessor and Lessee subsequently entered into that certain Second Amendment to Land Lease dated as of December 18, 2007 (the “Second Amendment”). E.The Original Lease, the First Amendment and the Second Amendment shall hereinafter be collectively referred to as the “Lease”. F.The term of the Lease is set to expire on October 31, 2022, and Lessor and Lessee desire to amend the Lease to alter certain provisions thereof upon the terms and conditions set forth below. NOW, THEREFORE, for valuable considerations, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows. 1.Term. The term of this Lease shall be extended for an additional period of five (5) years commencing on November 1, 2022 and expiring on October 31, 2027 (the “Extended Term”). 2.Rent. Commencing on November 1, 2022, Lessee shall pay to Lessor annual rent in the amount of One Hundred Nineteen Thousand Forty and 00/100 Dollars ($119,040.00) in advance in equal monthly installments of Nine Thousand Nine Hundred Twenty and 00/100 Dollars ($9,920.00). 3.Directional Signage. U.S. Bank shall have the right, at its sole cost and expense, to install directional signage on the Premises for purposes of directing the flow of traffic to, from and within the Premises. Exhibit A Third Amendment to Land Lease July 19, 2022 Between the City of Dublin and U.S. National Bank Assoc. Page 2 of 5 4. Surrender. The parties deem Lessee to be the owner of the approximately 3,100 square foot building and improvements located on the Premises (the “Improvements”) so long as the Lease remains in effect. Upon expiration of this Lease, Lessee shall surrender the Premises to Lessor and leave any Improvements in their as-is, where-is condition. Lessee, at its sole cost and expense, shall remove Lessee’s signs, including directional signage, furniture, equipment (other than building service equipment, such as HVAC equipment), appliances, trade fixtures, personal property and inventory at the expiration of the Lease Term. The Improvements and the appurtenances thereto remaining upon the Premises after surrender thereof shall automatically become the property of the Lessor from and after the expiration of the Lease term. Upon the expiration of this Lease, or the sooner termination thereof, upon Lessor’s written request, Lessee agrees to execute, acknowledge, and deliver to Lessor a proper instrument in writing drafted by Lessor, at its sole expense, releasing, and quitclaiming to Lessor all right, title, and interest of Lessee in and to the Premises and all improvements thereon. Notwithstanding anything herein to the contrary, Lessor must provide Lessee with written notice of any claim or demand relating to this Section or the surrender condition of the Premises on or before the thirtieth (30th) day after the earlier of the day on which (i) Lessee surrenders the Premises to Lessor, or (ii) the Lease term expires or the Lease otherwise terminates. If Lessor fails to provide such notice, Lessor shall be deemed to have waived all claims against Lessee for any damages that arise out of or money owed as a result of Lessee’s surrender of the Premises. Nothing by way of this section is intended to relieve Lessee of its obligation to surrender the Premises at the expiration of the Lease Term. This Section 4, is intended to, and expressly does, replace and supersede Section 10, Option to Purchase Building of the Original Land Lease. 5. Operating. Notwithstanding anything to the contrary contained in the Lease, Lessee shall not be required to operate at the Premises and shall not be subject to any operating restrictions within any distance or geographic area surrounding the Premises. 6. Self-Insurance. Notwithstanding anything to the contrary contained in the Lease, Lessee shall have the right to self-insure, in whole or in part, for any insurance requirement contained in the Lease. 7. Confidentiality. Lessor acknowledges that Lessee is a federally regulated financial institution that must comply with the safeguards for customer information contained in the Gramm-Leach-Bliley Act and regulations promulgated pursuant to the Gramm-Leach-Bliley Act. Lessee agrees to take reasonable measures to protect its confidential and proprietary information, including but not limited to Lessee’s customer, commercial or technical information (collectively, “Confidential Information”). In certain situations contemplated under this Lease, Lessor may have access to the Premises and, therefore, to Lessee’s Confidential Information. Lessor hereby agrees that it shall not reproduce or disclose any of Lessee’s Confidential Information to any third party nor may it remove any such Confidential Information from the Premises. Notwithstanding anything to the contrary in this Lease, upon expiration of this Lease, if any Confidential Information remains on the Premises, Lessor shall either return the same to Lessee or destroy it. If Lessor or any of its representatives or agents breaches the covenants set forth in this paragraph, irreparable injury may result to Lessee or such third parties entrusting Confidential Information to Lessee. Therefore, Lessee’s remedies at law may be inadequate and Lessee shall be entitled to seek an injunction to restrain any continuing breach. If Lessor or any of its agents knows or reasonably believes that any Confidential Information in Lessor’s control has been stolen, disclosed, lost, or is unaccounted for (collectively, a “Disclosure”), Third Amendment to Land Lease July 19, 2022 Between the City of Dublin and U.S. National Bank Assoc. Page 3 of 5 Lessor must immediately notify Lessee and take commercially reasonable measures to assist Lessee in determining the extent of the Disclosure. 8. Authority. Lessor and Lessee represent and warrant that each has all the necessary approvals and authority to enter into this Lease and shall indemnify and hold each other harmless for any breach of this representation and warranty. 9. No Existing Defaults. Lessor and Lessee represent and warrant that there are currently no defaults by either party under the Lease. 10. Notices. Any notices to Lessor and/or Lessee under this Lease must be in writing and must be hand- delivered, sent by prepaid certified mail or by reputable overnight courier addressed to the following, all other notice requests shall remain as stated herein: Lessee: U.S. Bank National Association Attn: Corporate Real Estate 800 Nicollet Mall, BC-MN-H15F Minneapolis, Minnesota 55402 With a copy to: U.S. Bank National Association 800 Nicollet Mall, BC-MN-H21R Minneapolis, Minnesota 55402 Attn: Corporate Real Estate Counsel Lessor: City of Dublin 100 Civic Plaza Dublin, California 94568 Attn: Linda Smith, City Manager With a copy to: Meyers Nave 555 12th Street, Suite 1500 Oakland, California 94607 Attn: John D. Bakker, City Attorney 11. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts delivered and/or signatures executed by City-approved electronic or digital means shall have the same force and effect as the use of a manual signature. Either Party may revoke its agreement to use electronic signatures at any time by giving notice to the other Party. 12. Ratification. All of the terms of the Lease, as amended hereby, are hereby ratified and confirmed. 13. Defined Terms. Unless otherwise stated, all capitalized words in this Amendment that are not normally capitalized shall have the meaning ascribed in the Lease. Third Amendment to Land Lease July 19, 2022 Between the City of Dublin and U.S. National Bank Assoc. Page 4 of 5 14. Entire Agreement. This Amendment, together with the Original Land Lease contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties with respect thereto. [Space Intentionally Left Blank; Signature Page Follows]