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HomeMy WebLinkAboutCarlsbad Municipal Water District; 2003-11-01;LEASE 1. PARTIES This Lease is made and entered into as of November 1, 2003, by and between the City of Carlsbad, a municipal corporation (herein referred to as " Lessor" and Carlsbad Municipal Water District ("CMWD") (herein referred to as " "Lessee"). 2. PREMISES Lessor hereby leases to Lessee, on the terms and conditions hereinafter set forth, certain real property located within the City of Carlsbad, County of San Diego, State of California. The legal description for which is detailed in Exhibit A and incorporated herein by reference. 3. TERM The term of this Lease shall be for fifty (50) years commencing on February 1, 2004 and ending on January 30, 2055, unless sooner terminated as hereinafter provided. 4. - RENT Lessee shall pay Lessor $1,547,958 plus interest at a rate equal to the average interest earned by the City's investments over the previous 12 months as rent for the Premises. Interest is equal to $146,790 through 4/1/2004 and an additional $150.55 per day beyond 4/1/2004 to the effective date of the lease. Payment shall be made upon execution of this lease agreement. 5. USE Lessee shall use the Premises only for the purpose of locating (constructing and operating) the Phase 2 Recycled Water Facility as outlined in the "Agreement between the Encina Wastewater Authority, The Encina Wastewater Authority Member Agencies, and the City of Carlsbad transferring title to the Encina Wastewater Authority's south parcel and authorizing the purchase of a portion of the south parcel by the City of Carlsbad", incorporated herein by reference. 6. SECURITY DEPOSIT There is no security deposit for this agreement. Improvements at the Premises are owned and held by Lessee throughout the duration of the Lease. Improvements will revert to Lessor upon termination of the lease. These improvements include: the treatment plant, facilities, and associated structures paid for and owned by the District. Encina South Parcel Lease Agreement Q70-0- /c? Page 1 6 City Attorney Approved Version 3/04 Exhibit 3 7. 8. 9. 10. 11. 12. UTILITIES Lessee shall make arrangements to pay for all water, gas, heat, light, power, telephone and other utility services supplied to the structures located on the site, together with any taxes thereon and for all connection charges. MAINTENANCE AND REPAIRS Lessee shall at its sole cost and expense keep in good condition and repair the structural elements and property of the Premises. Lessee at its sole cost and expense shall keep in good order, condition and repair the Premises and every part thereof, including, without limitation, all Lessee's personal property, trade fixtures, signs, windows, doors, interior walls, interior ceiling and lighting facilities. HAZARDOUS MATERIALS "Hazardous Material" means any hazardous or toxic substance, material or waste, which is or becomes regulated by any local government authority, or the United States Government. Lessee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Property by Tenant, its agents, employees, contractors or invitees contrary to the law. ALTERATIONS AND ADDITIONS Lessee shall not, without the Lessor's prior written consent, make any alterations, improvements or additions in or about the Premises, which are not consistent with the original intended use of the Premises as outlined in Section 5 (USE) of this agreement. INSURANCE Lessee shall obtain and maintain for the duration of this lease agreement and any and all amendments, insurance against claims for injuries to persons or damage to property, which may arise out of or in connection with use of the subject property. The insurance requirement will be as determined by the City's Risk Manager. HOLD HARMLESS The Parties mutually agree to hold harmless each other, including each other's officers and employees from liability, damage, and expense of any kind, including reasonable attorney's fees, arising from all claims or causes of action of any kind including but not limited to injury to or death of any person or persons, including Lessee employees, and invitees resulting directly or indirectly from granting and performance of this lease or arising Encina South Parcel Lease Agreement Page 2 City Attorney Approved Version 3/04 7 Exhibit 3 13. 14. 15. 16. 17. from the use and operation of the leased Premises or any defect in any part thereof. ASSIGNMENT AND SUBLElTING Lessee shall not voluntarily or by operation of law, assign, transfer, sublet, mortgage or otherwise transfer or encumber all or any part of Lessee’s interest in this lease or in the Premises. OUIET POSSESSION Upon Lessee’s paying the lease hereunder and observing and performing all of the covenants, conditions and provisions on Lessee’s part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Lease. NOTICES Whenever under this Lease a provision is made for any demand, notice or declaration of any kind, it shall be in writing and served whether personally, or sent by registered or certified United States mail, postage prepaid, addressed at the addresses as set forth below: CMWD at: Executive Director 1200 Carlsbad Village Drive Carlsbad, California 92008 Telephone: (760) 438-2722 Facsimile: (760) 43 1-160 1 To City at: Economic Development Director 1635 Faraday Avenue Carlsbad, CA 92008 Telephone: (760) 602-2732 Facsimile: (760) 602-8560 Such notice shall be deemed to be received three (3) days from the time of mailing, if mailed as provided for in this paragraph or upon delivery. CHOICE OF LAW This Lease shall be governed by the laws of California. INCORPORATION OF PRIOR AGREEMENTS This Lease contains all agreements of the Parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall modify or alter the terms of this Lease. Encina South Parcel Lease Agreement Page 3 City Attorney Approved Version 3/04 a Exhibit 3 18. 19. 20. 21. 22. This Lease may be modified only in writing, and signed by the Parties in interest at the time of such modification. ADDENDUM Any addendum attached hereto and either signed or initialed by the Parties shall be deemed a part hereof and shall supersede any conflicting terms or provisions contained in this Lease. Time is of the essence of each and all of the terms and provisions of this Lease. SEVERABILITY The unenforceability, invalidity, or illegality of any provision of this Lease shall not render the other provisions hereof unenforceable, invalid, or illegal. OUITCLAIM OF CMWD’S INTEREST UPON TERMINATION Upon termination of this Lease for any reason, including but not limited to termination because of default by Lessee, Lessee shall execute, acknowledge and deliver to Lessor with thirty (30) days after receipt of written demand thereof a good and sufficient deed whereby all right, title and interest of Lessee in the Premises is quitclaimed to Lessor. Should Lessee fail or refuse to deliver the required deed to Lessor, Lessor may prepare and record a notice reciting the failure of Lessee to execute, acknowledge and deliver such deed and said notice shall be conclusive evidence of the termination of this Lease and of all right of Lessee or those claiming under Lessee in and to the Premises. PEACEABLE SURRENDER Upon the expiration of this Lease or termination or cancellation thereof, as herein provided, Lessee will peaceable surrender said Premises to Lessor in as good condition as said Premises were at the date of this Lease, ordinary wear and tear expected. If Lessee fails to surrender the Premises at the expiration of this Lease or the earlier termination or cancellation thereof, Lessee shall defend and indemnify Lessor from all liability and expense resulting from the delay or failure to surrender, including, without limitation, any succeeding claims by the Lessor based on Lessee’s failure to surrender. The Parties hereto have executed this Lease on the date first above written. Encina South Parcel Lease Agreement Page 4 City Attorney Approved Version 3/04 c1 Exhibit 3 CMWD: LANDLORD: President Citybf Carlsbad, Mayor 1200 Carlsbad Village Drive Carlsbad, CA 92008 1200 Carlsbad Village Drive Carlsbad, CA 92008 Telephone: (760) 438-2722 Telephone: (760) 434-2821 Facsimile: (760) 431-1601 Facsimile: (760) 720-9461 With a Copy to: Economic Develop men t Di rector 1635 Faraday Avenue Carlsbad, CA 92008 Telephone: (760) 602-2732 Facsimile: (760) 602-8560 Executive Director CMWD 1200 Carlsbad Village Drive Carlsbad, CA 92008 Telephone: (760) 434-2821 Facsimile: (760) 720-9461 Encina South Parcel Lease Agreement Page 5 City Attorney Approved Version 3/04 10