HomeMy WebLinkAboutWilliams, Louise; 1992-05-30;m a - 1’p T- %.
RECORDING REQUESTED BY AND
bJHEN RECORDED MAIL TO:
CITY OF CARLSBAD
1200 Carlsbad Village Drive
Carlsbad, CA 92008
tax: $ No fee
Parcel No. 703 -- 304 09 E 703 -- 304 213 .................................................................
ADDENDUM TO GROUND LEASE
AND OPTION AGREEMENT
This addendum to the Ground Lease and Option Agreement
is made on this /f4 day of
Louise Williams, as conservator of the Estate of Minnie Carpenter,
and Louise Williams, an unmarried woman as her sole and separate
property, as joint tenants (lessors) and the Housing and
Redevelopment Commission of the City of Carlsbad (lessee).
, 19 YL, between v
RECITALS
WHEREAS, the parties entered into a Ground Lease and
Option Agreement on May 30, 1990; and
WHEREAS, paragraph 23.2 entitled Term of Option provides
that lessee has an option to purchase the real property described
in Exhibit A to said Ground Lease and Option Agreement upon the
death of Minnie Carpenter; and
WHEREAS, on November 8, 1991 lessor advised lessee that
Minnie Carpenter had died on September 11, 1991; and
WHEREAS, lessee desires to exercise its option on July
1, 1993.
\ a
850 a IS 4-
NOW, THEREFORE, the parties agree as follows:
1. Lessee desires to exercise its option without
condition or qualification to purchase said property on July 1,
1993. The parties agree that no further or additional notices are
necessary in order to exercise said option. Escrow will be opened
on or after July 1, 1993 at Spring Mountain Escrow in accordance
with paragraph 23.4 of the Ground Lease and Option Agreement.
2. If, for any reason, lessee rescinds its exercise of
its option to purchase on July 1, 1993, lessee retains a
continuing right thereafter, to exercise the option to purchase
upon sixty (60) days written notice to lessor during the remaining
term of the lease.
3. Except as expressly modified herein, the remaining
terms and conditions of the Ground Lease and Option Agreement are
unaffected.
IN WITNESS WHEREOF, the parties have executed this
Addendum to Ground Lease and Option Agreement as of the date set
forth above.
LESSOR:
, fpT* ~ E: I ,e P 2p<,o bL-’*% ., +=.. ! $2 &!h DATED :
LESSEE :
COMMI S S I ON
DATED: a/&/+
c e $51 e . .- .
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
1 ss.
January , 1gg2, before me, the On this lothday of -
undersigned, personally appeared L.0UI SE WILLIAMS
x personally known to me
or - proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to this instrument, and
acknowledged to me that he/she/they executed it.
CORPORATE ACKNOWLEDGMENT
:2----- /- -I a'cc ,-JJ - -x
State of C- On this the24thday of February 1992, be
County of Sari Diego Karen R. Kundtz
the undersigned Notary Public, personally appeared
Claude A. Lewis and Raymond R. Patchett
kd personally known to me
cl proved to me on the basis of satisfactory evidence
to be the person(s) who executed the within instrument as
Chairman and Secretary or on behalf of the corporation
named, and acknowledged to me that the corporation executed it
WITNESS my hand and official seal.
N&wfs Sign&eU
Gi?b
7120 122 NATIONAL NOTARY ASSOCIATION 23012 Ventura Blvd PO Box 4625 Woodla
I '0 e .e
852
GROUND LEASE AND OPTION AGREEMENT
This Ground Lease and Option Agreement is made on th
, 1990, between Louise Williams, 6 A* day of
Conservator of the Estate of Minnie Carpenter and Louise Willialr
an unmarried woman as her sole and separate property, as joi
tenants (Lessors) and The Housing and Redevelopment Commission
the City of Carlsbad (Lessee).
Introduction
Louise Williams, as Conservator of the Estate of Minr
Carpenter and Louise Williams, an unmarried woman, as joint tenant
hereby lease, with an option to purchase, to The Housing i
Redevelopment Commission of the City of Carlsbad, the premi:
hereafter described on the terms and conditions set forth in tl
lease.
1. PREMISES.
1.1 Lesal Description. The legal description of i
premises, including any appurtenances, is included in Exhibit A
this lease which is attached hereto and incorporated by referenc
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..
The premises consist of seventeen thousand fii
hundred (17,500) square feet of land situated in the City (
Carlsbad, at the northeast corner of Roosevelt Street and E
Avenue. The Assessors parcel numbers are 203-304-09 and 203-304-21
Lessors agree to remove or otherwise dispose of a
improvements existing on the property prior to the commencement
this lease. Lessors shall cap utilities and conduct removal at t
Lessors' costs. Once the Lessee takes possession Lessors' duti
under this paragraph terminate.
1.2 Lessors' Warranty; Undersround Condition of t
Lessors hereby acknowledge and agree that they shall Property.
solely and completely responsible for:
The removal of any and all structures, above ground facilitie
under ground facilities, foundations, septic tanks, fuel tank
piping, utilities, and any other known or unknown facilities
the property.
Cause the termination of any and all known or unknown und
ground facilities and utilities immediately adjacent to t
closest edge of property. Termination points of all utiliti
and other facilities shall be clearly marked on the propert
Lessors further agree to perform grading and other work
restore the surface of the property after such removals to t
existing elevation.
2
0 e 854
In the event of the location and subsequent removal by ti
Lessors of asbestos, septic tanks, fuel tanks, waste tank
subsurface pits or wells of any kind, the Lessors shall rem0
same in accordance with all applicable Federal, State, a
Local laws, regulations, ordinances, and rules. Lessors sha
be responsible for all costs associated with the disposal
treatment of hazardous materials, if any, as hereafter define
Lessors hereby acknowledge their responsibility and further agree
indemnity and hold Lessee and the City of Carlsbad harmless from a
against, any losses, damages, liabilities, claims, action
judgments, court costs and legal or other expenses (includi
attorneys' fees) which the Lessee and the City of Carlsbad may inc
as a direct or indirect consequence of the use, generatio
manufacture, disposal, threatened disposal transportation
presence of 'IHazardous Materialst1 (as hereinafter defined) in,
under or about the Lessors' site. For purposes of this Sectic
tvHazardous Materialst1 shall mean any oil, flammable explosive
asbestos, urea formaldehyde insulation, radioactive material
hazardous wastes, toxic or contaminated substances or simil
materials, including, without limitation, any "hazardous material
or 'Itoxic substances" under the Comprehensive Environment
Response, Compensation and Liability act of 1980, as amended,
U.S.C., Section 9601, & seq., the Hazardous Materii
Transportation Act, 49 U.S.C. Section 1801, & sea., the Resoui
Conservation and Recovery Act, 42 U.S.C. Section 6901, et set
Sections 25117 and 25316 of the California Health & Safety Code,
any other applicable environmental law, ordinance or regulation
3
e 855 0 8.
2. TERM. The Term of this lease shall be for five (5) fu
p 195
which is the day that the City accepts the property as proper
cleared by the Lessors and approved by the City in writing. '1
parties agree to insert this date in the Lease. The term of t
Lease then shall run for five (5) full calendar years, commencing
the date inserted, unless sooner terminated by Lessee's exercise
its option to purchase as provided for in this Lease.
ST calendar years, commencing on the date of 5) L3 1 /
3. RENTAL. Commencing on the commencement date of tl
Lease, as set forth in paragraph 2 above, Lessee shall pay
Lessors, as rent for each calendar month, the sum of Four Thous;
Three Hundred Fifty Dollars ($4,350.00) per month, which sum shz
be due on the first day of each month commencing with SLY / 5
1990.
All rents payable by Lessee shall be paid in lawful mol
of the United States without deduction or offset and shall be pi
to Lessors at the address as specified in this lease, or at si
other places as Lessors may, from time to time, direct in writii
4. COSTS OF OPERATION OF PARKING LOT. Lessee shall pay
the manner and at the time provided, all reasonable costs (
expenses incurred in the operation, repair and maintenance of
premises during the term.
5. INDEMNITY. Lessee shall indemnify and hold Less
harmless from and against any and all claims, arising from Lesse
construction of the improvements and use of the premises, or f
the conduct of Lessee's business, or from any activity, work
things done, permitted or suffered by Lessee in or about the
4
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premises, and shall further indemnify and hold Lessors harmless frc
and against any and all claims arising from any breach or default
performance of any obligation on Lessee's part to be performed und
the terms of this Lease or arising from any negligence of t
Lessee, or any of Lessee's agents, contractors or employments a
from and against all costs, attorney's fees, expenses a
liabilities incurred in the defense of any such claim or any acti
or proceeding brought thereon; provided, however that Lessors sha
promptly notify Lessee in writing of any claim or any action fil
against Lessors as to which indemnity is sought hereunder and Less
and/or its liability carrier shall have the right to designa
counsel to undertake Lessors' defense.
6. UTILITIES. From and after the commencement date, Less
shall pay for all utilities, used, rented or supplied, upon or
connection with the premises and shall indemnify Lessors against a
liability or damages on such account.
7. USE. Lessee shall use and occupy the premises for t
purpose of conducting and carrying on the operation of a surfe
parking lot and for no other purpose except as may be approved
writing by Lessors. Lessors agree not to be unreasonable
approving any new use that the Lessee proposes.
8. MAINTENANCE AND REPAIRS. Anything to the contrary, I
withstanding in this Lease, it shall be the obligation of 1
Lessors to clear the property to the satisfaction of the Less
prior to commencement of the Lease. Lessee shall construct on 1
property a parking lot and shall be responsible for all costs
connection therewith.
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9. END OF TERM: HOLDING OVER.
9.1 Surrender of Premises. Upon the expiration of t
terms or upon its earlier termination for any reason whatsoeve
Lessee shall surrender and deliver up the premises and, unless
directed otherwise by Lessors in writing, all improvements therec
except movable fixtures and personal property installed therein
Lessee or its subtenants, in good order, condition and repair exec
for reasonable wear and tear and except for damage caused by fire
other casualty; provided, however, that if Lessee shall surrenc
and deliver up the premises and improvements to Lessors withc
having repaired or restored any such damage done by fire or otk
casualty, Lessee shall concurrently therewith assign to Lessors e
of Lessee's right or claims to any insurance proceeds resulting fi
such fire or other casualty and Lessee shall repair any dame
resulting from such fire or other casualty. Lessee shall repair i
damage resulting from the removal by Lessee, or any subtenant
Lessee, of any trade fixture or personal property not required to
so surrendered.
9.2 Holdina Over. Upon the expiration of the ten
should Lessee remain in possession of the premises with Lessoi
consent, expressed or implied, such holding over shall be deemed
have created only a tenancy from month to month, terminable
either party upon thirty (30) days' written notice to the other
a monthly rental equal to one hundred percent (100%) of the ri
payable for the last full month of the term.
6
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10. QUIET ENJOYMENT. Upon payment by Lessee of the reni
provided herein, and upon the observance and performance of all (
the covenants, terms, and conditions on the party of Lessee to 1
performed hereunder, Lessors covenant and warrant that Lessee m,
peaceably and quietly hold and enjoy the premises for the term.
11, TRANSFER OF LESSORS' INTEREST. In the event of a
transfer of Lessors' interest in the premises, the Lessors shall
required to obtain the written consent of the purchaser to the ter
and conditions of this contract. Lessors may not sell the proper
unless such consent is obtained and the Lessee is notified
writing.
12. ATTORNEYS' FEES AND COSTS. If any action is necessary
enforce or interpret the terms of this lease, the prevailing par
shall be entitled to reasonable attorney's fees, costs, in additi
to such other relief which he or she may be entitled.
13. WAIVER. The waiver by either Lessors or Lessee of a
breach of any term, condition or covenant contained herein shall r
be deemed a waiver of such term, condition or covenant on a
subsequent breach of the same or any other term, condition
covenant contained herein.
14, NOTICES. All notices, demands or other writings to
made, given or sent hereunder, or which may be so given or made
sent by either Lessors or Lessee to the other, shall be deemed
have been given when in writing and personally delivered or,
mailed on the second (2nd) day after deposited in the United stal
mail, certified or registered, postage prepaid, and addressedto 1
respective parties at their addresses set forth below. Lessors
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Lessee may from time to time, by written notice to the other part
designate a different address which shall be substituted for the o
specified herein.
Lessors : Louise Williams, Conservator and Louise Williams
Post Office Box 535
Carlsbad, California 92008
The Housing and Redevelopment Commission City of Carlsbad
2075 Las Palmas
Carlsbad, California 92009
Lessee :
15. EXHIBITS. All exhibits referred to in this lease a
attached hereto are hereby incorporated herein by reference and ma
a part hereof as though herein set forth verbatim.
16. TIME OF ESSENCE. Time is hereby expressly declared to
of the essence of this lease and of each and every term, covena
and condition hereof which relates to a date or period of time.
17. CONSTRUCTION. The language in all parts of this lea
shall in all respects be construed as a whole, according to its fa
meaning, and not strictly for or against either Lessors or Lesse
The article headings in this lease are for convenience only and 2
not to be construed as a part of the lease or in any way limiting
amplifying the provisions hereof.
18. EFFECT OF INVALIDITY. If any term or provision sf tl
lease or the application thereof to any person or circumstanc
shall, to any extent, be invalid or unenforceable, the remainder
this lease, or the application of its term and provisions to persc
and circumstances other than those to which it has been held inva:
or unenforceable shall not be affected thereby, and each term i
provision of this lease shall be valid and enforceable to *
fullest extent permitted by law. No acquisition by Lessors of t
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or any of the interest of Lessee in or to the premises or t
improvements, and no acquisition by Lessee of all or any interest
Lessors in or to the premises shall constitute or work a merger
the respective interest, unless expressly provided for.
19. SUCCESSORS AND ASSIGNS. This lease and the covenants i
conditions contained herein shall be binding and inure to 1
benefit of and shall apply to the successors and assigns of Less(
and to the permitted successors and assigns of Lessee, and i
references in this lease to mtLessee9m or ttLessorsmm shall be deemed
refer to and include all permitted successors and assigns of si
party.
20. CONSENTS. Except as expressly provided in this lea!
where the consent or approval of Lessors or Lessee is required
this lease, such consent or approval will not be unreasonal
withheld nor will the party giving such consent require the paym
of any consideration for the giving thereof. Lessorsm request
indemnity by Lessee and/or its successor as a condition to grant
such consent shall not be considered as requiring payment of
consideration for purposes of this section.
21. ENTIRE AGREEMENT. This lease and the exhibits her
contain the entire agreement of Lessors and Lessee with respect
the matters covered hereby, and no other agreement statement
promise made by either Lessors or Lessee, which is not contai
herein, shall be valid or binding. No prior agreeme
understanding or representation pertaining to any such matter sh
be effective for any purpose. No provision of the lease may
amended or added to except by an agreement in writing signed
Lessors and Lessee.
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22. NUMBER AND GENDER. Whenever the singular number is us
in this lease and when required by the context, the same sha
include the plural, and the masculine gender shall include the
feminine and neuter genders, and the word ltpersontV shall inclu
corporation, firm or association.
23. OPTION TO PURCHASE.
23.1 Grant of Option. Provided that Lessee is not
default under the terms of this lease, Lessors grant to Lessee
option to purchase the real property which is described in th
lease as Exhibit A, and the terms and conditions set forth beloTn
23.2 Term of ODtion. The term of this option sha
commence on the sixtieth (60th) day before the Lease term ends,
on the written notice by Lessors to Lessee of the death of I
Minnie Carpenter. The Lessee shall have the discretion to exerci
the option on the death of Ms. Minnie Carpenter, but shall not
required to do so. In the event the Lessee fails to exercise t
option on the death of Ms. Minnie Carpenter then the term of tl
option shall continue and shall expire (provided the notice has be
sent) on the day the Lease term ends at 5:OO p.m. Lessors agree
give sixty (60) days written notice of the death of Ms. Minr
Carpenter to the Lessee. Lessors further agree to give sixty (t
days written notice to the Lessee sixty (60) days prior to the fii
date for exercise of this option. The Lessors must give this not:
in order for any option granted herein to expire. Notwithstand.
anything in this Lease or Option to the contrary, this Lease shi
run a minimum of twelve (12) months before Lessee can exercise q
option to purchase the property herein.
10
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1.
23.3 Manner of Exercisins Option. Provided Lessee is n
in default under any term or provision of this lease, and th
option, the option may be exercised by Lessee delivering to Lessor
before the expiration of the option term, written notice of su
exercise (the exercise notice) which exercise notice shall sta
that the option is exercised without condition or qualification.
23.4 Completion of Sale UDon ReceiDt bv Lessors. Befa
the expiration of the option term of the exercise notice, t
parties agree that they shall, within ten (10) days, enter into
escrow agreement at Spring Mountain Escrow, 2725 Jefferson Stree
Suite 2B, Carlsbad, CA 92008, or such other escrow company as may
acceptable to the parties.
23.5 Terms of the Sale. The purchase price for t
property pursuant to this option is Six Hundred Fifty Six Thousz
Two Hundred Fifty Dollars ($656,250) payable in cash at close
escrow.
(a) Lessees shall make an original deposit wj
escrow in the amount of Five Thousand Dollars ($5,000) , the balai
of the purchase price shall be due at close of escrow.
(b) Close of escrow shall be thirty (30) days afl
escrow is opened.
(c) The parties agree to divide the costs of 1
escrow equally.
(d) Title shall vest in The Housing l
Redevelopment Commission of the City of Carlsbad.
11
4lD e 863
(e) Lessors shall, by grant deed, convey to Lessc
a fee simple interest, free and clear of all title defects, lien1
encumbrances, deeds of trust and mortgages, except real proper
assessments and any defects, liens, encumbrances, deeds of trusts
mortgages created by Lessee after taking possession of the propert
Lessors shall pay all real estate taxes prorated to close of escro
(f) Lessors shall procure a California Land Tit
Association standard policy of title insurance in the amount of S
Hundred Fifty Six Thousand Two Hundred Fifty Dollars ($656,250)
be paid for by Lessors and to be issued by Chicago Title Compa
showing title vested in Lessee.
(9) Lessors shall pay all costs and expenses
clearing title, preparing, executing and acknowledging a
delivering the grant deed, the premium for the title insuran
policy and shall pay any transfer taxes.
(h) Lessee shall pay all recording fees.
(i) All notices and demands concerning this opti
shall be given in writingby registered or certified mail, posta
prepaid and return receipt requested. Notice shall be consider
given when mailed. Notices shall be addressed as appears below 1
each party, provided that if any party gives notice of a change
name or address, notice is to the giver of that notice shall
given as demanded in that notice.
To Lessors: Louise Williams, Conservator and
Louise Williams
Post Office Box 535 Carlsbad, California 92008
The Housing and Redevelopment Commission
City of Carlsbad
2075 Las Palmas
Carlsbad, California 92009
To Lessee:
12
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..
Lessors shall at all times keep on file with the Carlsbad City cle
the name of the person legally empowered to act on behalf
Lessors. If either Lessor is deceased, notice shall be given
Clement J. O'Neill, Esq. at 1350 Rosecrans Street, San Diego,
92106.
24. REPRESENTATIONS AND WARRANTIES. Lessors warrants tl
they are the owner of the property and have marketable and insural
fee simple title to the property, free of restrictions, least
liens and other encumbrances.
25. OPTION TITLE INSURANCE. Lessors agree to obtain
Lessee appropriate title insurance prior to the commencement of tl
Lease, insuring title to the property which is the subject of t:
Option.
26. TIME OF THE ESSENCE. Time is of the essence of t
option agreement. If the option is not exercised in the man
provided for in this option, before the expiration of the opt
term, Lessee shall have no interest whatever in the property and
option may not be revived by any subsequent payment or furt
action by Lessee.
27. ASSIGNMENT OF OPTION. Lessee may not assign this opt
and the rights under it without the express written consent
Lessors. Lessors agree not to unreasonably withhold said conse
28. CONSENT OF SUPERIOR COURT. Lessors agree to obtain
consent of the Superior Court in the Conservatorship of the Est
of Minnie Carpenter to this Lease and this Option and furnish Le5
with a copy of the court order approving same.
13
m * 865
29. RELOCATION. Lessors must relocate and pay for relocatic
of any individuals living on the property at the time of t:
commencement of this Lease. Lessors shall indemnify Lessee from a
claims and demands of anyone living on the property at t
commencement of the Lease term.
IN WITNESS WHEREOF the parties have executed this Ground Lea
and Option Agreement as of the date set forth above.
LESSORS :
f 1990 Jziik&* onservat Dated: Ad- /c- 78
Estate of Minnie Carpenter
Dated: 5-- /5+ 70 f 1990
LESSEE:
CITY OF CARLSBAD HOUSING AND REDEVELOPMI
Chairper2 Dated: h, Joa , 1990
14
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STATE OF CALIFORNIA 1
COUNTY OF SAN DIEGO 1
) ss.
On \ UmL \i , 1990, before me, a Notary Publi for the State of California, personally appeared LOUISE WILLIAM known to me to be the person whose name is subscribed to the withi
instrument as Conservator, on behalf of the Estate of Minni
Carpenter, the conservatorship therein named and acknowledged tha the conservatorship executed it.
In witness whereof, I have hereunto set my hand an affixed my official seal the date and year first above written.
OFnClAL SUL CAROLYN STENES NOTAW WBUC CAUFORNU PR!NCiPAc 0- IN
STATE OF CALIFORNIA 1
COUNTY OF SAN DIEGO 1
) ss.
On Qw \ \ , , 1990, before me, a Notary Publi for the St of California, personally appeared LOUISE WILLIAP known to me o be the person whose name is subscribed to the withi
instrument, and she acknowledged that she executed the same.
In witness whereof, I have hereunto set my hand ar
affixed my official seal the date and year first above written.
OFFIClN SEAL
15
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EXHIBIT A
The real property located at 2970-76, 2992 Roosevelt Street, 630-3
Elm Avenue, Carlsbad, California, more particularly described a
follows:
Lots 1 through 5, Block 38, Town of Carlsbad
amended, Map 775.
Tax Parcel No, 203-304-9 and 203-304-20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
26
17
28
19
20
21*'
22
23
24
25
26
27
28
*1
* e
CLEMENT J. O'NEILL
Attorney 1350 Rosecrans at Law Street San Diego, CA 92106
Telephone: (619) 224-2975
E pL)\r&XAuIkG VISTA, CA D
JUN - 4 19%
~{ENNETH E. MARTONE c~RK-sUPERIOR COURT CAN DIEGO COUNM. CA Attorney for LOUISE WILLIAMS, Conservator
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SAN DIEGO
In the Matter of the Conservatorship ) NO. PN 15478
of the Person and Estate of 1
) EX-PARTE ORDEIP AUTHOR.
) TOGETHER WITH AN OPTI( MINNIE CARPENTER, ) LEASE OF REAL PROPERT'
1 1
Conservatee. ) TO PURCHASE
LOUISE WILLIAMS, as conservator of this estate, having
this Ex-Parte Petition for Authority to Lease Real Property
Together with an Option to Purchase, and the matter coming on
hearing ex-parte on JUN - 4 1930 . CLEMEN
O'NEILL appearing for petitioner.
All the allegations contained in the petition are true
the petition should be granted.
NOW, THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED:
1. Petitioner is authorized to enter into a ground le
with an option to purchase with the City of Carlsbad;
2. Petitioner's bond is increased by the sum of $22,C
DATED: JUN - 4 1990
DAVID B. MOONS JR-
JUDGE OF THE SUPERIOR COURT
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5
GROUND LEASE AND OPTION AGREEMENT
This Ground Lease and Option Agreement is made on thi
, 1990, between Louise Williams, a
Conservator of the Estate of Minnie Carpenter and Louise Williams
an unmarried woman as her sole and separate property, as joir
tenants (Lessors) and The Housing and Redevelopment Commission c
the City of Carlsbad (Lessee).
Introduction
+ A* day of
Louise Williams, as Conservator of the Estate of Minni
Carpenter and Louise Williams, an unmarried woman, as joint tenants
hereby lease, with an option to purchase, to The Housing ar
Redevelopment Commission of the City of Carlsbad, the premisc
hereafter described on the terms and conditions set forth in thj
lease.
1. PREMISES.
1.1 Leqal Description. The legal description of tk
premises, including any appurtenances, is included in Exhibit A 1
this lease which is attached hereto and incorporated by reference
1
0 e 2 1,
The premises consist of seventeen thousand fiv
hundred (17,500) square feet of land situated in the City c
Carlsbad, at the northeast corner of Roosevelt Street and El
Avenue. The Assessors parcel numbers are 203-304-09 and 203-304-20
Lessors agree to remove or otherwise dispose of an
improvements existing on the property prior to the commencement c
this lease. Lessors shall cap utilities and conduct removal at th
Lessors' costs. Once the Lessee takes possession Lessors' dutie
under this paragraph terminate.
1.2 Lessors I Warranty; Underqround Condition of th
Property. Lessors hereby acknowledge and agree that they shall b
solely and completely responsible for:
The removal of any and all structures, above ground facilities
under ground facilities, foundations, septic tanks, fuel tanks
piping, utilities, and any other known or unknown facilities c
the property.
Cause the termination of any and all known or unknown unde
ground facilities and utilities immediately adjacent to th
closest edge of property. Termination points of all utilitie
and other facilities shall be clearly marked on the property
Lessors further agree to perform grading and other work t
restore the surface of the property after such removals to tk
existing elevation.
2
e 0 .a 1.
In the event of the location and subsequent removal by th
Lessors of asbestos, septic tanks, fuel tanks, waste tanks
subsurface pits or wells of any kind, the Lessors shall remov
same in accordance with all applicable Federal, State, ar
Local laws, regulations, ordinances, and rules. Lessors shal
be responsible for all costs associated with the disposal c
treatment of hazardous materials, if any, as hereafter defined
Lessors hereby acknowledge their responsibility and further agree t
indemnity and hold Lessee and the City of Carlsbad harmless from ar
against, any losses, damages, liabilities, claims, actions
judgments, court costs and legal or other expenses (includir
attorneys' fees) which the Lessee and the City of Carlsbad may incc
as a direct or indirect consequence of the use, generatior
manufacture, disposal, threatened disposal transportation c
presence of IrHazardous Materialst1 (as hereinafter defined) in, c
under or about the Lessors' site. For purposes of this Sectior
"Hazardous Materials" shall mean any oil, flammable explosives
asbestos, urea formaldehyde insulation, radioactive materials
hazardous wastes, toxic or contaminated substances or simile
materials, including, without limitation, any 18hazardous materials
or "toxic substances1! under the Comprehensive Environment2
Response, Compensation and Liability act of 1980, as amended, 4
U.S.C., Section 9601, & m., the Hazardous Material
Transportation Act, 49 U.S.C. Section 1801, & m., the Resourc
Conservation and Recovery Act, 42 U.S.C. Section 6901, & sea.
Sections 25117 and 25316 of the California Health & Safety Code, c
any other applicable environmental law, ordinance or regulation.
3
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2. TERM. The Term of this lease shall be for five (5) ful
, 199c
which is the day that the City accepts the property as proper1
cleared by the Lessors and approved by the City in writing, Tf:
parties agree to insert this date in the Lease. The term of tl-
Lease then shall run for five (5) full calendar years, commencing c
the date inserted, unless sooner terminated by Lessee's exercise c
its option to purchase as provided for in this Lease.
ST calendar years, commencing on the date of xl cq I?.-
3. RENTAL. Commencing on the commencement date of thi
Lease, as set forth in paragraph 2 above, Lessee shall pay t
Lessors, as rent for each calendar month, the sum of Four Thousar
Three Hundred Fifty Dollars ($4,350.00) per month, which sum shal
be due on the first day of each month commencing with my \ LT
1990.
All rents payable by Lessee shall be paid in lawful monc
of the United States without deduction or offset and shall be paj
to Lessors at the address as specified in this lease, or at SUC
other places as Lessors may, from time to time, direct in writin<
4. COSTS OF OPERATION OF PARKING LOT. Lessee shall pay j
the manner and at the time provided, all reasonable costs ar
expenses incurred in the operation, repair and maintenance of tk
premises during the term.
5. INDEMNITY. Lessee shall indemnify and hold Lessoi
harmless from and against any and all claims, arising from Lessee'
construction of the improvements and use of the premises, or frc
the conduct of Lessee's business, or from any activity, work (
things done, permitted or suffered by Lessee in or about the
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premises, and shall further indemnify and hold Lessors harmless frc
and against any and all claims arising from any breach or default i
performance of any obligation on Lessee's part to be performed undc
the terms of this Lease or arising from any negligence of tk
Lessee, or any of Lessee's agents, contractors or employments ar
from and against all costs, attorney's fees, expenses ar
liabilities incurred in the defense of any such claim or any actic
or proceeding brought thereon: provided, however that Lessors shal
promptly notify Lessee in writing of any claim or any action file
against Lessors as to which indemnity is sought hereunder and Less€
and/or its liability carrier shall have the right to designat
counsel to undertake Lessors' defense.
6. UTILITIES. From and after the commencement date, Less€
shall pay for all utilities, used, rented or supplied, upon or i
connection with the premises and shall indemnify Lessors against ar
liability or damages on such account.
7. USE. Lessee shall use and occupy the premises for tk
purpose of conducting and carrying on the operation of a surfac
parking lot and for no other purpose except as may be approved i
writing by Lessors. Lessors agree not to be unreasonable i
approving any new use that the Lessee proposes.
8. MAINTENANCE AND REPAIRS. Anything to the contrary, nc
withstanding in this Lease, it shall be the obligation of tF
Lessors to clear the property to the satisfaction of the Less€
prior to commencement of the Lease. Lessee shall construct on tk
property a parking lot and shall be responsible for all costs i
connection therewith.
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9. END OF TERM: HOLDING OVER.
9.1 Surrender of Premises. Upon the expiration of th
terms or upon its earlier termination for any reason whatsoever
Lessee shall surrender and deliver up the premises and, unless
directed otherwise by Lessors in writing, all improvements thereor
except movable fixtures and personal property installed therein k
Lessee or its subtenants, in good order, condition and repair excer
for reasonable wear and tear and except for damage caused by fire c
other casualty: provided, however, that if Lessee shall surrende
and deliver up the premises and improvements to Lessors withou
having repaired or restored any such damage done by fire or othe
casualty, Lessee shall concurrently therewith assign to Lessors a1
of Lessee's right or claims to any insurance proceeds resulting frc
such fire or other casualty and Lessee shall repair any damaq
resulting from such fire or other casualty. Lessee shall repair ar
damage resulting from the removal by Lessee, or any subtenant c
Lessee, of any trade fixture or personal property not required to k
so surrendered.
9.2 Holdinq Over. Upon the expiration of the terms
should Lessee remain in possession of the premises with Lessors
consent, expressed or implied, such holding over shall be deemed t
have created only a tenancy from month to month, terminable k
either party upon thirty (30) days' written notice to the other E
a monthly rental equal to one hundred percent (100%) of the rer
payable for the last full month of the term.
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10. OUIET ENJOYMENT. Upon payment by Lessee of the rent
provided herein, and upon the observance and performance of all c
the covenants, terms, and conditions on the party of Lessee to k
performed hereunder, Lessors covenant and warrant that Lessee ma
peaceably and quietly hold and enjoy the premises for the term.
11. TRANSFER OF LESSORS' INTEREST. In the event of ar
transfer of Lessors' interest in the premises, the Lessors shall I:
required to obtain the written consent of the purchaser to the tern
and conditions of this contract. Lessors may not sell the propert
unless such consent is obtained and the Lessee is notified i
writing.
12. ATTORNEYS' FEES AND COSTS. If any action is necessary t
enforce or interpret the terms of this lease, the prevailing part
shall be entitled to reasonable attorney's fees, costs, in additic
to such other relief which he or she may be entitled.
13. WAIVER. The waiver by either Lessors or Lessee of ar
breach of any term, condition or covenant contained herein shall nc
be deemed a waiver of such term, condition or covenant on ar
subsequent breach of the same or any other term, condition c
covenant contained herein.
14. NOTICES. All notices, demands or other writings to 1:
made, given or sent hereunder, or which may be so given or made c
sent by either Lessors or Lessee to the other, shall be deemed I
have been given when in writing and personally delivered or, :
mailed on the second (2nd) day after deposited in the United statt
mail, certified or registered, postage prepaid, and addressed to tl
respective parties at their addresses set forth below. Lessors (
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.1
Lessee may from time to time, by written notice to the other party
designate a different address which shall be substituted for the or
specified herein.
Lessors : Louise Williams, Conservator and
Louise Williams Post Office Box 535
Carlsbad, California 92008
Lessee: The Housing and Redevelopment Commission
City of Carlsbad
2075 Las Palmas
Carlsbad, California 92009
15. EXHIBITS. All exhibits referred to in this lease ar
attached hereto are hereby incorporated herein by reference and mal
a part hereof as though herein set forth verbatim.
16. TIME OF ESSENCE. Time is hereby expressly declared to I:
of the essence of this lease and of each and every term, covenar
and condition hereof which relates to a date or period of time.
17. CONSTRUCTION. The language in all parts of this leas
shall in all respects be construed as a whole, according to its faj
meaning, and not strictly for or against either Lessors or Lessec
The article headings in this lease are for convenience only and ai
not to be construed as a part of the lease or in any way limiting (
amplifying the provisions hereof.
18. EFFECT OF INVALIDITY. If any term or provision of th:
lease or the application thereof to any person or circumstanct
shall, to any extent, be invalid or unenforceable, the remainder (
this lease, or the application of its term and provisions to persoi
and circumstances other than those to which it has been held inval:
or unenforceable shall not be affected thereby, and each term ai
provision of this lease shall be valid and enforceable to tl
fullest extent permitted by law. No acquisition by Lessors of a:
8
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or any of the interest of Lessee in or to the premises or tk
improvements, and no acquisition by Lessee of all or any interest c
Lessors in or to the premises shall constitute or work a merger c
the respective interest, unless expressly provided for.
19. SUCCESSORS AND ASSIGNS. This lease and the covenants ar
conditions contained herein shall be binding and inure to tk
benefit of and shall apply to the successors and assigns of Lessor
and to the permitted successors and assigns of Lessee, and a1
references in this lease to "Lessee1* or 'tLessorsv' shall be deemed t
refer to and include all permitted successors and assigns of SUC
party.
20. CONSENTS. Except as expressly provided in this leas€
where the consent or approval of Lessors or Lessee is required j
this lease, such consent or approval will not be unreasonabl
withheld nor will the party giving such consent require the paymer
of any consideration for the giving thereof. Lessors' request fc
indemnity by Lessee and/or its successor as a condition to grantir
such consent shall not be considered as requiring payment of ar
consideration for purposes of this section.
21. ENTIRE AGREEMENT. This lease and the exhibits here1
contain the entire agreement of Lessors and Lessee with respect I
the matters covered hereby, and no other agreement statement c
promise made by either Lessors or Lessee, which is not contain(
herein, shall be valid or binding. No prior agreemenl
understanding or representation pertaining to any such matter shal
be effective for any purpose. No provision of the lease may 1
amended or added to except by an agreement in writing signed I
Lessors and Lessee.
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,,
22. NUMBER AND GENDER. Whenever the singular number is USE
in this lease and when required by the context, the same shal
include the plural, and the masculine gender shall include the
feminine and neuter genders, and the word Igpersonr1 shall incluc
corporation, firm or association.
23. OPTION TO PURCHASE.
23.1 Grant of Option. Provided that Lessee is not j
default under the terms of this lease, Lessors grant to Lessee E
option to purchase the real property which is described in thj
lease as Exhibit A, and the terms and conditions set forth below.
23.2 Term of Option. The term of this option shal
commence on the sixtieth (60th) day before the Lease term ends, c
on the written notice by Lessors to Lessee of the death of Ms
Minnie Carpenter. The Lessee shall have the discretion to exerciz
the option on the death of Ms. Minnie Carpenter, but shall not k
required to do so. In the event the Lessee fails to exercise tf
option on the death of Ms. Minnie Carpenter then the term of thj
option shall continue and shall expire (provided the notice has be€
sent) on the day the Lease term ends at 5:OO p.m. Lessors agree t
give sixty (60) days written notice of the death of Ms. Minnj
Carpenter to the Lessee. Lessors further agree to give sixty (6(
days written notice to the Lessee sixty (60) days prior to the finz
date for exercise of this option. The Lessors must give this notic
in order for any option granted herein to expire. Notwithstandii
anything in this Lease or Option to the contrary, this Lease sha:
run a minimum of twelve (12) months before Lessee can exercise ai
option to purchase the property herein.
10
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23.3 Manner of Exercisins Option. Provided Lessee is nc
in default under any term or provision of this lease, and thi
option, the option may be exercised by Lessee delivering to Lessors
before the expiration of the option term, written notice of SUC
exercise (the exercise notice) which exercise notice shall stat
that the option is exercised without condition or qualification.
23.4 Completion of Sale Upon Receipt by Lessors. Befoi
the expiration of the option term of the exercise notice, tk
parties agree that they shall, within ten (10) days, enter into z
escrow agreement at Spring Mountain Escrow, 2725 Jefferson Street
Suite 2B, Carlsbad, CA 92008, or such other escrow company as may I:
acceptable to the parties.
23.5 Terms of the Sale. The purchase price for tl
property pursuant to this option is Six Hundred Fifty Six Thousar
Two Hundred Fifty Dollars ($656,250) payable in cash at close (
escrow.
(a) Lessees shall make an original deposit wil
escrow in the amount of Five Thousand Dollars ($5,000), the balanc
of the purchase price shall be due at close of escrow.
(b) Close of escrow shall be thirty (30) days aftc
escrow is opened.
(c) The parties agree to divide the costs of tl
escrow equally.
(d) Title shall vest in The Housing ai
Redevelopment Commission of the City of Carlsbad.
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,I
(e) Lessors shall, by grant deed, convey to Lesse
a fee simple interest, free and clear of all title defects, liens
encumbrances, deeds of trust and mortgages, except real propert
assessments and any defects, liens, encumbrances, deeds oftrusts c
mortgages created by Lessee after taking possession of the propert)
Lessors shall pay all real estate taxes prorated to close of escrob
(f) Lessors shall procure a California Land Tit1
Association standard policy of title insurance in the amount of Sj
Hundred Fifty Six Thousand Two Hundred Fifty Dollars ($656,250) t
be paid for by Lessors and to be issued by Chicago Title Compar
showing title vested in Lessee.
(9) Lessors shall pay all costs and expenses c
clearing title, preparing, executing and acknowledging ar
delivering the grant deed, the premium for the title insuranc
policy and shall pay any transfer taxes.
(h) Lessee shall pay all recording fees.
(i) All notices and demands concerning this optic
shall be given in writing by registered or certified mail, postac
prepaid and return receipt requested. Notice shall be considert
given when mailed. Notices shall be addressed as appears below fc
each party, provided that if any party gives notice of a change (
name or address, notice is to the giver of that notice shall 1
given as demanded in that notice.
To Lessors: Louise Williams, Conservator and
Louise Williams
Post Office Box 535 Carlsbad, California 92008
The Housing and Redevelopment Commission
City of Carlsbad
2075 Las Palmas Carlsbad, California 92009
To Lessee:
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,.
Lessors shall at all times keep on file with the Carlsbad City Cler
the name of the person legally empowered to act on behalf c
Lessors. If either Lessor is deceased, notice shall be given t
Clement J. O'Neill, Esq. at 1350 Rosecrans Street, San Diego, C
92106.
24. REPRESENTATIONS AND WARRANTIES. Lessors warrants thz
they are the owner of the property and have marketable and insurabl
fee simple title to the property, free of restrictions, leases
liens and other encumbrances.
25. OPTION TITLE INSURANCE. Lessors agree to obtain fc
Lessee appropriate title insurance prior to the commencement of thj
Lease, insuring title to the property which is the subject of thj
Opt ion.
26. TIME OF THE ESSENCE. Time is of the essence of thj
option agreement. If the option is not exercised in the mannc
provided for in this option, before the expiration of the optic
term, Lessee shall have no interest whatever in the property and tl
option may not be revived by any subsequent payment or furthc
action by Lessee.
27. ASSIGNMENT OF OPTION. Lessee may not assign this optic
and the rights under it without the express written consent (
Lessors. Lessors agree not to unreasonably withhold said consenl
28. CONSENT OF SUPERIOR COURT. Lessors agree to obtain tl
consent of the Superior Court in the Conservatorship of the Estal
of Minnie Carpenter to this Lease and this Option and furnish Lessc
with a copy of the court order approving same.
13
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t.
29. RELOCATION. Lessors must relocate and pay for relocatic
of any individuals living on the property at the time of tl-
commencement of this Lease. Lessors shall indemnify Lessee from a1
claims and demands of anyone living on the property at tP
commencement of the Lease term.
IN WITNESS WHEREOF the parties have executed this Ground Leas
and Option Agreement as of the date set forth above.
LESSORS :
Dated: /I-*- /(<- y& I 1990 - 4? HA& 1 4,k.e4&) d%&i.i
Dated: 3-- /S"- 76 , 1990 ip7q5Zi&/ 4, L.&AL/L,
'LOUISE <dims I Conservatc
Estate of Minnie Carpenter
1 /7 .
L~UISE WILLIAMS
LESSEE:
CITY OF CARLSBAD HOUSING AND REDEVELOPMEI
Dated: +, 2% I 1990
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.%
STATE OF CALIFORNIA 1
COUNTY OF SAN DIEGO 1
) ss.
- On L.1 Lb-kt Y- \I , 1990, before me, a Notary Public for the State of California, personally appeared LOUISE WILLIAMS known to me to be the person whose name is subscribed to the within
instrument as Conservator, on behalf of the Estate of Minnie
Carpenter, the conservatorship therein named and acknowledged that the conservatorship executed it.
In witness whereof, I have hereunto set my hand and affixed my official seal the date and year first above written.
r7
Notary Publyc in and for said
County and State
STATE OF CALIFORNIA 1
COUNTY OF SAN DIEGO 1
) ss.
“i
I ’\ On \ \Y~WL(__SL \ \, , 1990, before me, a Notary Public
for the Stqte of California, personally appeared LOUISE WILLIAMS known to meWo be the person whose name is subscribed to the within instrument, and she acknowledged that she executed the same.
In witness whereof, I have hereunto set my hand and affixed my official seal the date and year first above written.
.c.-%2=--&-3,~m Notary Publac in and for said County and State
15
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EXHIBIT A
The real property located at 2970-76, 2992 Roosevelt Street, 630-3;
Elm Avenue, Carlsbad, California, more particularly described as
follows :
Lots 1 through 5, Block 38, Town of Carlsbad
amended, Map 775.
Tax Parcel No. 203-304-9 and 203-304-20
mITE IT- DON’T SAY@!
Date 6/26
To Bibi L. 0 Reply Wanted
From Karen K. UNO Reply Necessary
Re: Ground Lease and Option Agreement - N/E Corner of Roosevelt and
Carlsbad Village Dr.
Enclosed for your records is a copy of the above-referenced lease/option
agreement. Please note that Page 4 still contains two blanks. These blanks
will remain on the orignal document until we are given the correct dates
either from your office or from Marty 0.
Thanks for your help and call with any questions or info.
fL
AIGNER FORM NO. 55-032 PRlN