HomeMy WebLinkAboutNew Village Arts; 2009-06-24;CARLSBAD REDEVELOPMENT AGENCY
LEASE TO
NEW VILLAGE ARTS THEATRE
OF PROPERTY LOCATED AT
2787A STATE STREET
CARLSBAD, CALIFORNIA 92008
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Pagel
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement"), made and entered into this ( day of
[{jLjVVfl-r-2009, by and between the Carlsbad Redevelopment Agency, hereinafter called "Lessor,"
id New Village Arts, a California non-profit corporation, hereinafter called "Lessee," without
"reference to number or gender, for property located at 2787A State Street, Carlsbad, California,
92008.
WITNESETH:
WHEREAS, the Carlsbad Redevelopment Agency is the owner of the real property improved
with an approximately 9400 square foot commercial building located at 2787 State Street,
Carlsbad, California, 92008; and
WHEREAS, the Carlsbad Housing and Redevelopment Commission is supportive of arts
programs in the Carlsbad Village; and
WHEREAS, Lessee currently rents 6,310 square feet at 2787 State Street; and
WHEREAS, the property located at 2787A State Street is adjacent to the New Village Arts
Theater and is vacant and available for lease; and
WHEREAS, Lessee desires use of the remaining 3,100 square feet of said Lessor premises to
operate an arts incubator (as defined in Section 3 (a) below and in Exhibit A attached hereto and
incorporated herein by reference);
NOW, THEREFORE, it is understood and agreed by and between the parties hereto as follows:
TO HAVE AND TO HOLD a portion of said leased premises for the term of this lease and upon
the conditions as follows:
1. TERM: The term of the lease shall be for a period of one (1) year commencing on June
3, 2009, and ending on June 2, 2010. Provided tenant has completed any necessary
improvements and obtained approval from the Housing and Redevelopment Director to
occupy said premises prior to the commencement date stated herein, Lessee shall be
entitled to occupy the premises and conduct business prior to commencement date. At
Lessor's sole discretion, Lessee may extend the term for one (1) additional one (1) year
period, upon the same terms and conditions stated herein, provided Lessee has complied
with all terms and conditions of this Agreement and submits its written request for an
extension at least ninety (90) days prior to the initial lease term's expiration.
2. RENT:
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 2
(a) As and for the rent, Lessee agrees to pay to Lessor the sum of one dollar
($1.00) per year for the one year term of the lease. Lease payments for the
one year term shall be paid in advance upon commencement of the lease.
(b) Rent shall be delivered to the Finance Department of the City of Carlsbad at
1635 Faraday Avenue, Carlsbad, California 92008. The designated place of
payment and filing may be changed at any time by Lessor upon ten (10) days
written notice to Lessee. Lessee assumes all risk of loss if payments are made
by mail.
(c) There shall be no increase in the annual lease payment for the one year lease
period. The rent for any extension beyond the initial term may be
renegotiated at the discretion of Lessor.
(d) Lessee agrees to pay a Security Deposit in the amount of Two Thousand
dollars ($2,000) to be paid upon execution of the lease agreement. Lessee
shall submit the Security Deposit in the form of a cashier's check
simultaneously, with the signed lease agreement. Lessor shall not cash nor
deposit said Security Deposit until this lease agreement is signed by Lessor,
resulting in the full execution of this agreement. The Security Deposit shall
be held in an interest bearing account (at the same rate the City of Carlsbad
earns on its money). Upon expiration of this lease, Lessee shall be entitled to
all interest accrued over said lease term. Lessor shall not be required to keep
the Security Deposit separate from its general accounts.
(e) If Lessee fails to pay Rent, or otherwise defaults under this lease, Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any
liability, expense, loss or damage which Lessor may suffer or incur by reason
thereof. If Lessor uses or applies all or any portion of said Security Deposit,
Lessee shall within ten (10) days after written request therefore, deposit
monies with Lessor sufficient to restore said Security Deposit to the full
amount required by this Lease.
3. USE:
(a) Lessee agrees that the 3,100 square feet of leased premises shall be used only
and exclusively for operation by the New Village Arts Theatre of an arts
incubator for visual and performing cultural arts, including rehearsal, gallery,
educational and other arts related programs as outlined in the attached Exhibit
"A" and for no other purpose whatsoever without the written consent of
Lessor.
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 3
(b) Lessee shall not and is expressly prohibited from using the premises for any
other purpose or use whatsoever, whether it is purported to be in addition to or
in lieu of the particular exclusive use.
(c) Lessee shall actively and continuously use and operate the premises for the
limited particular exclusive use as expressly provided for in Paragraph 3 (a) of
this lease, except for failure to do so caused by acts of God.
4. ANNUAL REPORTING: In the final month of any lease term, Lessee shall submit an
annual financial statement declaring all expense reimbursement and revenue of any kind
received from the participants in the incubator arts programs or from the public attending
those programs, an annual arts program goals statement, and an annual report
summarizing the prior year's program accomplishments and impact on the Carlsbad
Village area.
5. EARLY TERMINATION: Lessee or Lessor shall have a right to terminate this lease
by first giving one hundred eighty (180) days written notice to the other party.
6. IMPROVEMENTS:
(a) Lessee shall be responsible for interior improvements to the facility, including
dividing walls, HVAC, additional restroom facilities and any appropriate
entries/exits to meet applicable building and fire code requirements. The
Redevelopment Agency has provided for the separation of the electrical and
mechanical equipment to provide service to both the 6310 square feet of
leased premises for theatre use and the adjacent retail space, except that air
conditioning shall not be provided to the space subject to this lease.
(b) Subject to Lessor approval, Lessee may, at its own expense, make additional
interior alterations or changes in the 3,100 square feet of leased premises or
cause to be built, made or installed thereon any structures, machines,
appliances, utilities, signs or other improvements necessary or desirable for
the use of said premises and may alter and repair any such structures,
machines or other improvements; provided, however, that no alterations and
changes shall be made and no structures, machines, appliances, utilities, signs
or other improvements shall be made, built or installed, and no major repairs
thereto shall be made except upon obtaining all necessary prior approvals
from Lessor and proper permits from the City of Carlsbad.
(c) Lessee shall be responsible for manufacturing and installation of signage in
accordance with the signage regulations set forth within the Carlsbad Village
Redevelopment Master Plan and Design Manual and the City of Carlsbad
Municipal Code. Lessee further agrees that no banners, pennants, flags, or
other advertising devices, nor any temporary signs shall be permitted to be
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 4
flown, installed, placed, or erected on the premises except in accordance with
the City of Carlsbad Village Redevelopment Master Plan and Design Manual
and the City of Carlsbad Municipal Code.
1. OWNERSHIP; REMOVAL; SURRENDER/RESTORATION:
(a) Ownership. Lessor shall have the right to require removal or elect ownership
of all alterations and utility installations made by Lessee, except for trade
fixtures which shall be owned and removed by Lessee. Unless otherwise
instructed per Paragraph 6(b) hereof, all Lessee owned alterations and utility
installations shall, at the expiration or termination of this Lease, become the
property of Lessor and be surrendered by Lessee with the premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not later than
sixty (60) days prior to the end of the term of this Lease, Lessor may require
that any or all Lessee constructed alterations or utility installations be
removed by the expiration or termination of this Lease. Lessor may require
the removal at any time of all or any part of any alterations or utility
installations made without the required consent.
(c) Surrender/Restoration. Lessee shall surrender the premises by the
expiration date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good
operating order, condition and state of repair, ordinary wear and tear excepted.
"Ordinary wear and tear" shall not include any damage or deterioration that
would have been prevented by good maintenance practice. Lessee shall repair
any damage occasioned by the installation, maintenance or removal of trade
fixtures, alterations and/or utility installations, furnishings, and equipment
installed by or for Lessee and the removal, replacement, or remediation of any
soil, material or groundwater contaminated with hazardous substance (as
defined in Paragraph 22) by Lessee. Trade fixtures shall remain the property
of Lessee and shall be removed by Lessee. The failure by Lessee to timely
vacate the premises pursuant to this Paragraph 6 (c) without the express
written consent of Lessor shall constitute a holdover under the provisions of
Paragraph 30 below.
2. PARKING: Lessee understands there is no private parking available on the subject
property. Lessee further understands that execution of this lease agreement in no way
constitutes the granting of exclusive use of public parking adjacent to the property.
3. RIGHT TO ENTER PROPERTY: Upon execution of this lease agreement, Lessee
shall be granted access to the premises to initiate, construct and complete any desired
tenant/building improvements as outlined in Paragraph 6 of this lease.
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 5
17
10 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS:
Lessee and Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder in connection with this Lease, and that no person, firm,
broker or finder is entitled to any commission or finder's fee in connection herewith.
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be claimed
by any such unnamed broker, finder or other similar party by reason of any dealings or
actions of the Lessee and/or Lessor, including any costs, expenses, or attorney's fees
reasonably incurred with respect thereto.
11 WAIVER OF RELOCATION BENEFITS:
(a) Lessee understands this lease agreement is entered into for a specified
period of time in order to provide interim use of the property, until such time
as the Lessor chooses to develop the property in accordance with the Carlsbad
Village Redevelopment Master Plan. Lessee therefore agrees to waive any
and all relocation benefits defined in the California Relocation Assistance
Law (Government Code, Section 7260, et seq.) after having the opportunity to
consult with legal counsel about potential entitlements.
(b) Lessee agrees that it will at all times hold Lessor free and harmless and
indemnify it against all claims for relocation benefits arising from this
Agreement or any use of the leased premises, including the costs of defending
against such claims, and reasonable attorney's fees incurred therein.
12. LIENS:
(a) Lessee agrees that it will at all times hold Lessor free and harmless and
indemnify it against all claims for labor or materials in connection with
improvements, repairs, or alterations on the lease premises, including the costs
of defending against such claims, and reasonable attorney's fees incurred
therein.
(b) In the event that any lien or levy of any nature whatsoever is filed against the
leased premises or the leasehold interests of the Lessee, the Lessee shall, upon
written request of Lessor, deposit with Lessor a bond conditioned for the
payment in full of all claims upon which said lien or levy has been filed. Such
bond shall be acknowledged by Lessee as principal and by a corporation,
licensed by the Insurance Commissioner of the State of California to transact
the business of a fidelity and surety insurance company, as surety, and in
accordance with the City of Carlsbad's bonding requirements. Lessor shall
have the right to declare this lease in default in the event the bond required by
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 6
this paragraph has not been deposited with the Lessor within ten (10) days
after written request has been delivered to Lessee.
13. LEASE ENCUMBRANCE: Lessee understands and agrees that it cannot encumber the
lease, leasehold estate and the improvements thereon by a deed of trust, mortgage or
other security instrument. If any deed of trust, mortgage or other security instrument that
encumbers the lease, leasehold estate and the improvements thereon is entered into by
Lessee, Lessor shall have the right to declare this lease in default.
14. ASSIGNMENT-SUBLEASE: Lessee shall not assign or transfer the whole or any part
of this lease or any interest therein, by merger, consolidation, dissolution or otherwise,
nor sublease the whole or any part of the leased premises, nor contract for the
management or operation of the whole or any part of the leased premises, nor permit the
occupancy of any part thereof by any other person or business entity, nor permit transfer
of the lease by merger, consolidation or dissolution, without the prior written consent of
Lessor, in each instance. This lease shall inure to the benefit of and be binding upon the
parties hereto and any successors of Lessee as fully and to the same extent as though
specifically mentioned in each instance, and all covenants, stipulations and agreements in
this lease shall extend to and bind any assigns and sublessee of Lessee.
15. DEFAULT:
(a) It is mutually understood and agreed that if any default be made in the
payment of rental herein provided or in the performance of the covenants,
conditions, or agreements herein (any covenant or agreement shall be
construed and considered as a condition), or should Lessee fail to fulfill in any
manner the uses and purposes for which said premises are leased as above
stated, and such default shall not be cured within thirty (30) days after written
notice thereof if default is in the performance of the use obligation provisions
pursuant to Paragraph 3 of this lease, or ten (10) days after written notice
thereof if default is in the payment of rent, or in the performance of any other
covenant, condition and agreements, Lessor shall have the right to
immediately terminate this lease; and that in the event of such termination,
Lessee shall have no further rights hereunder, the Lessee shall thereupon
forthwith remove all personal property from said premises and shall have no
further right or claim thereto, and Lessor shall immediately thereupon, without
recourse to the courts, have the right to reenter and take possession of the
leased premises. Lessor shall further have all other rights and remedies as
provided by law, including without limitation the right to recover damages
from Lessee in the amount necessary to compensate the Lessor for all the
detriment proximately caused by the Lessee's failure to perform its
obligations under the lease or which in the ordinary course of things would be
likely to result there from.
2787 A State Street Lease Agreement
May 6,2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 7
(b) In the event of the termination of this lease pursuant to the provisions of this
paragraph, Lessor shall have any rights to which it would be entitled in the
event of the expiration or sooner termination of this lease.
16. BANKRUPTCY: In the event Lessee becomes insolvent, makes an assignment for the
benefit of creditors, files a petition in bankruptcy or becomes the subject of a bankruptcy
proceeding, reorganization, arrangement, insolvency, receivership, liquidation, or
dissolution proceeding, or in the event of any judicial sale of Lessee's interest under this
lease, Lessor shall have the right to declare this lease in default.
17. MAINTENANCE AND REPAIR:
(a) As part of the consideration for the leasing thereof, Lessee agrees to assume
full responsibility for the interior operation, maintenance, including painting,
and repair of the premises, throughout the term and without expense to the
Lessor. Lessee will perform all interior maintenance, repairs and
replacements, including glass, necessary to maintain and preserve the
premises in a good, safe, healthy and sanitary condition satisfactory to Lessor
and in compliance with all applicable laws. Lessee further agrees to provide
approved containers for trash and garbage and to keep premises free and clear
of rubbish and litter, or any other fire hazards. Lessor shall be responsible for
all exterior maintenance, including roof repairs.
(b) For the purpose of keeping the premises in a good, safe, healthy and sanitary
condition, Lessor shall have the right but not the duty, to enter, view, inspect,
determine the condition of and protect its interests in, the premises. If
inspection discloses that the premises are not in the condition described,
Lessee must perform the necessary maintenance work within thirty (30) days
after written notice from Lessor. Further, if at any time during the term of the
lease for the premises Lessor determines that the premises are not in the
condition described, Lessor may require Lessee to file and pay for a faithful
performance bond, to assure prompt correction without additional notice. The
amount of this bond shall be adequate, in Lessor's opinion, to correct the
unsatisfactory condition. The rights reserved in this section shall not create
any obligations or increase any obligations for Lessor elsewhere in this Lease.
18. TAXES AND UTILITIES: This Lease may result in a taxable possessory interest.
Lessee shall be solely responsible for payment of property taxes associated with its
occupancy of the leased premises, if any apply. Lessee agrees to and shall pay before
delinquency all its pro-rata share of the possessory taxes and assessments of any kind
assessed or levied upon Lessee or the leased premises by reason of this lease or of any
structures, machines, or other improvements of any nature whatsoever erected, installed
or maintained by Lessee, or by reason of the business or other activities of Lessee upon
or in connection with the leased premises. Lessee shall also pay any fees imposed by law
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
PageS
for licenses or permits for any business or activities of Lessee upon the leased premises
or under this lease, and shall pay before delinquency any and all charges for utilities at or
on the leased premises. If Lessee fails to pay said possessory taxes, Lessor may declare
default in accordance with Paragraph 14. Lessee shall be responsible for payment of all
utilities, including but not limited to security alarm, trash, water, gas and electricity.
19. CONFORMANCE WITH RULES AND REGULATIONS: Lessee agrees that in all
activities on or in connection with the leased premises and in all uses thereof, including
the making of any alterations or changes and the installation of any machines or other
improvements, it will abide by and conform to all ordinances, rules and regulations
prescribed by the City of Carlsbad, including, but not limited to, sign regulations and
requirements for outdoor display set forth within the Carlsbad Village Redevelopment
Master Plan and Design Manual and the City of Carlsbad Municipal Code, and any
applicable laws, including those of the County Health Department, the State of California
and Federal Government, as any of the same now exist or may hereafter be adopted or
amended.
20. NON-DISCRIMINATION: Lessee agrees not to discriminate against any person or
class of persons by reason of sex, color, race, religion, or national origin. If the use
provided for in this lease allows the Lessee to offer accommodations or services to the
public, such accommodations or services shall be offered by the Lessee to the public on
fair and reasonable terms.
21. PARTIAL INVALIDITY: If any term, covenant, condition, or provision of this lease
is held by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no
way be affected, impaired, or invalidated thereby.
22. HOLD HARMLESS: Lessee shall defend, indemnify, and hold harmless Lessor, its
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,
its employees, and invitees resulting directly or indirectly from granting and performance
of this lease or arising from the use and operation of the leased premises or any defect in
any part thereof.
23. HAZARDOUS SUBSTANCES: The term "Hazardous Substance" as used in this
Lease shall mean any product, substance, or waste whose presence, use, manufacture,
disposal, transportation, or release, either by itself or in combination with other materials
expected to be on the premises, is either: (i) potentially injurious to the public health,
safety or welfare, the environment or the premises, (ii) regulated or monitored by any
government authority, or (iii) a basis for potential liability of Lessor to any governmental
agency or third party under any applicable statue or common law theory. Lessee shall not
cause or permit any Hazardous Substance to be spilled or released in, on, under, or about
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 9
the premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the premises or
neighboring properties, that was caused or contributed to by Lessee, or pertaining to or
involving any Hazardous Substance brought onto the premises during the term of this
Lease, by or for Lessee, or any third party.
24. EASEMENTS:
(a) This lease and all rights given hereunder shall be subject to all easements and
rights-of-way now existing or heretofore granted or reserved by Lessor in, to
or over the leased premises for any purpose whatsoever, and shall be subject
to such rights-of-way for reasonable access, sewers, pipelines, conduits and
such telephone, cable television, telegraph, light, heat or power lines as may
from time to time be determined by Lessor to be necessary.
(b) Lessor agrees that such easements and rights-of-way shall be so located and
installed as to produce a minimum amount of interference to the business of
Lessee.
25. 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 building and
provision of services by Lessee. The insurance will be obtained from an insurance carrier
admitted and authorized to do business in the State of California. The insurance carrier is
required to have a current Best's Key Rating of not less than "A-V". The policies for
said insurance shall, as a minimum, provide the following forms of coverage:
(a) Comprehensive General Liability - (covering premises and operations in
the amount of not less than One Million Dollars ($1,000,000) combined single
limit per occurrence for bodily injury, personal injury and property damage. If
the submitted policies contain aggregate limits, general aggregate limits will
apply separately under this lease or the general aggregate will be twice the
required per occurrence limits.
(b) Property Insurance - Lessee shall obtain and maintain insurance coverage
on all of Lessee's personal property, trade fixtures, alterations and utility
installations. Such insurance shall be full replacement cost coverage with a
deductible of not to exceed One Thousand Dollars ($1,000.00) per occurrence.
The proceeds from any such insurance shall be used by Lessee for the
replacement of personal property and trade fixtures as well as alterations and
utility installations.
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 10
Lessor will be responsible for providing coverage for the structure itself,
exclusive of the items required to be covered by Lessee's insurance policy.
(c) Evidence of Insurance - Certificates and endorsements in a form acceptable
to Lessor evidencing the existence of the necessary insurance policies shall be
kept on file with Lessor during the entire term of this lease. All insurance
policies shall be primary coverage, and will name Lessor as an additional
insured, protect Lessor against any legal costs in defending claims and will
not terminate without thirty (30) days written notice to Lessor.
(d) Lessor shall retain the right at any time to review the coverage, form, and
amount of the insurance required hereby. If, in the opinion of the Lessor, the
insurance provisions in this lease do not provide adequate protection for
Lessor and/or for members of the public using the leased premises, Lessor
may require Lessee to obtain an insurance policy sufficient in coverage, form
and amount to provide adequate protection. Lessor's requirements shall be
reasonable but shall be designed to assure protection from and against the kind
and extent of risk, which exist at the time a change in insurance is required.
(e) Lessor shall notify Lessee in writing of changes in the insurance requirements
and, if Lessee does not deposit certificates/endorsements evidencing
acceptable insurance policies with Lessor incorporating such changes within
thirty (30) days of receipt of such notice, this lease shall be in default without
further notice to Lessee, and Lessor shall be entitled to all legal remedies.
(f) The procuring of such required policies of insurance shall not be construed to
limit Lessee's liability hereunder nor to fulfill the indemnification provisions
and requirements of this lease. Notwithstanding said policies of insurance,
Lessee shall be obligated for the full and total amount of any damage, injury,
or loss caused by negligence or neglect connected with this lease or with the
use or occupancy of the leased premises.
(g) Lessee agrees not to use the premises in any manner, even if use is for
purposes stated herein, that will result in the cancellation of any insurance
Lessor may have on the premises, or on adjacent premises, or that will cause
cancellation of any other insurance coverage for the premises, or adjoining
premises. Lessee further agrees not to keep on the premises or permit to be
kept, used, or sold thereon, anything prohibited by any fire or other insurance
policy covering the premises. Lessee shall, at its sole cost and expense,
comply with any and all requirements, in regard to premises, of any insurance
organization necessary for maintaining fire and other insurance coverage at
reasonable cost.
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 11
26. WARRANTIES-GUARANTEES-COVENANTS: Lessor makes no warranty,
guarantee, covenant, including but not limited to covenants of title and quiet enjoyment,
or declaration of any nature whatsoever, concerning the condition of the leased premises,
including the physical condition thereof, or any condition which may affect the leased
premises, and it is agreed that Lessor will not be responsible for any loss, damage or costs
which may be incurred by Lessee by reason of any such condition or conditions.
27. DAMAGE TO OR DESTRUCTION OF PREMISES: In the event of damage to or
destruction by fire, the elements, acts of God, or any other cause, of twenty five percent
(25%) or less of the improvements located within the premises Lessee shall, within ninety
(90) days, commence and diligently pursue to completion the repair, replacement, or
reconstruction of improvements necessary to permit full use and occupancy of the
demised premises for the purposes required by this lease. Repair, replacement or
reconstruction of improvements within the demised premises shall be accomplished in a
manner and according to plans approved by Lessor; provided, however, Lessee shall not
be obligated to repair, reconstruct or replace the improvements following their
destruction in whole or substantial part (more than 25% of improvements) except to the
extent the loss is covered by insurance required to be carried by Lessee pursuant to
Paragraph 24 of this Lease (or would be covered whether or not such required insurance
is actually in effect). If Lessee elects not to restore, repair or reconstruct as herein
provided, then the Lease shall terminate. Rent shall not be abated during the repair
period, except to the extent that Lessor is compensated by Lessee's insurance for rental
loss. Lessor shall be entitled to any insurance proceeds and other compensation for the
loss.
28. QUITCLAIM OF LESSEE'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 within
thirty (30) days after receipt of written demand thereof a good and sufficient deed
whereby all right, title and interest of Lessee in the demised 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 demised
premises.
29. PEACEABLE SURRENDER: Upon the expiration of this lease or sooner termination
or cancellation thereof, as herein provided, Lessee will peaceably surrender said premises
to Lessor in as good condition as said premises were at the date of this lease, ordinary
wear and tear excepted. If the 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 Lessee's claims based on
Lessee's failure to surrender.
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 12
30. WAIVER: Any waiver by Lessor of any breach by Lessee of any one or more of the
covenants, conditions, or agreements of this lease shall not be, nor be construed to be, a
waiver of any subsequent or other breach of the same or any other covenant, condition or
agreement of this lease, nor shall any failure on the part of Lessor to require or exact full
and complete compliance by Lessee with any of the covenants, conditions, or agreements
of this lease be construed as in any manner changing the terms hereof or to prevent
Lessor from enforcing the full provisions hereof. The subsequent acceptance of rent
hereunder by Lessor shall not be deemed to be waiver of any preceding breach by Lessee
of any term, covenant, or condition of this lease, other than the failure of Lessee to pay
the particular rental so accepted, regardless of Lessor's knowledge of such preceding
breach at the time of acceptance of such rent.
31. NO RIGHT TO HOLD OVER: Lessee has no right to retain possession of the
premises or any part thereof beyond the expiration or termination of this lease. In the
event that Lessee holds over, then the Base Rent shall be increased to Three Thousand
One Hundred Dollars ($3,100.00) per month applicable during the month immediately
preceding the expiration or termination. Nothing contained herein shall be construed as
consent by Lessor to any holding over by Lessee.
32. ACCEPTANCE OF PREMISES:
(a) Prior to execution of this lease, Lessee shall be entitled to have independent
tests performed to satisfy Lessee that the premises are in condition for
occupancy.
(b) By signing this Lease, Lessee represents and warrants that it has
independently inspected the premises and made all tests, investigations and
observations necessary to satisfy itself of the condition of the premises.
Lessee further acknowledges that premises are in an acceptable condition, and
that Lessee does not hold Lessor responsible for any defects in premises.
33. QUIET POSSESSION: Lessee will at all times during the terms of this Lease occupy
the premises quietly and not commit any act, waste or nuisance which disturbs the quiet
enjoyment of the property for Lessor, public, any neighbor or other tenant of Lessor.
34. SUCCESSORS IN INTEREST: Unless otherwise provided in this lease, the terms,
covenants and conditions herein shall apply to and bind the heirs, successors, executors,
administrators, and assigns of all the parties hereto, all of whom shall be jointly and
severally liable hereunder.
35. ENTIRE UNDERSTANDING: This lease contains the entire and only understanding
and agreement of the parties, and Lessee, by accepting the same, acknowledges that there
is no other written or oral understanding or agreement between the parties with respect to
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 13
the demised premises and that this lease supersedes all prior negotiations, discussions,
obligations and rights of the parties hereto. No waiver, modification, amendment or
alteration of this lease shall be valid unless it is expressly in writing and signed by
authorized persons of the parties hereto. Each of the parties to this lease acknowledges
that no other party, nor any agent or attorney of any other party, has made any promise,
representations, waiver or warranty whatsoever, express or implied, which is not
expressly contained in writing in this lease, and each party further acknowledges that it
has not executed this lease in reliance upon any collateral promise, representation, waiver
or warranty, or in reliance upon any belief as to any fact not expressly recited in this
lease.
36. TIME IS OF THE ESSENCE: Time is of the essence of each and all of the terms and
provisions of this lease.
37. NOTICES: Notices given or to be given by Lessor or Lessee to the other may be
personally serviced upon Lessor or Lessee or any person hereafter authorized by either in
writing to receive such notice or may be served by certified letter addressed to the
appropriate address hereinafter set forth or to such other address as Lessor and Lessee
may hereafter designate by written notice. If served by certified mail, forty-eight (48)
hours after deposit in the U.S. Mail, service will be considered completed and binding on
the party served.
TO LESSEE
President or Managing Director
New Village Arts Theatre
P.O Box 2565
Carlsbad, California 92008
TO LESSOR
Housing & Redevelopment Director
Carlsbad Redevelopment Agency
2965 Roosevelt Street, Suite B
Carlsbad, California 92008
LESSEE:
BY:
STEPHEN L'HEUREUX
PRESIDENT
NEW VILLAGE ARTS THEATRE
DATE:
1AYOR AS CHAIRMAN OF
HOUSING AND
REDEVELOPMENT
COMMISSION FOR CARLSBAD
REDEVELOPMENT AGENCY
DATE:
Note: Signature of Lessee must be
Notarized.
APPROVED AS TO FORM AND LEGALITY:
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 14
BY:
DATE:
NALDR. BALL
"ITY ATTORNEY
2787 A State Street Lease Agreement
May 6, 2009
New Village Arts Theatre
Carlsbad Redevelopment Agency
Page 15
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
On May 27, 2009, before me, LUPE ORTEGA, the undersigned Notary Public,
personally appeared STEPHEN M. L'HEUREUX, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same in his authorized
capacity and that by his signature on the within instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
^^^U»E ORTEGA f
Commrtiion * 1846373 I
Notary PuMfc - CiUfonM I
San Dhgo County 2My COBMU. fartm Ite I. ttllM
Notary Public
Kristianne Kurner
Executive Artistic Director
Alex Scollon
Managing Director
Joshua Everett Johnson
Associate Artistic Director
NVA / board officers
Stephen "Hap" L'Heureux
President
Marvin Read
Vice President
Lisa Limber
Secretary
Kurt Filipovitch
Treasurer
NVA / board members
Pat Hansen
Gina McBride
Julie Norby
Julie Nygaard
Christine lleto Pangan
Sherri Potts
Michael Schumacher
Laura Segall
Norine Sigafoose
NVA / advisory board
David Brudney
Elaine Gingery
Bobbie Hoder
Ken Ryan
John Simons
New Village Arts Theatre
2787 B State St
Carlsbad, CA 92008
p: 760.433.3245
e: info@newvillagearts.org
w: www.newvillagearts.org
New Village Arts is a
501(c)(3) Non Profit Organization
Tax ID # 52-2320930
NVA / PROJECT GOAL
With use of the space vacated by the sowing sisters in February of 2009, New
Village Arts will be able to dramatically increase its programming and develop
new community partnerships with growing organizations while assisting them in
their institutional growth. New Village Arts is uniquely positioned to take on the
additional space due to its financial discipline, rapid recent growth in earned
and contributed income, and the stability of its paid staff. The projects New
Village Arts will be able to undertake and the potential community partners are
listed below.
MAINS!AGE PRODUCTIONS
• 5 Show Mainstage Season running between September and June
• 2 "out of season" Mainstage productions the annual comedy festival
aimed at tourists, and a holiday production
• 127 combined program days
EDUCATION
3 summer youth theatre classes
After school training classes
2 senior acting classes
4 acting master classes
2 12-hour Play festivals
Detention center arts classes
2 "brown bag lunch" arts seminars
126 combined program days
THE PAUL BARTL GALLERY
3 working artist spaces
7 rotating gallery artists
7 art opening events
Regular open hours
Potentially year round program days
OFF-NIGHTS
• 6 Play readings focused on new and developing artist
• 6 Music performances highlighting new local musicians
• 3 Special Music Performance events
• 15 combined program days
COMMUNITY PARTNERSHIPS
• Playwrites Project
• Carlsbad Community Theatre
• Kids Act
• Carlsbad Arts Office