Loading...
HomeMy WebLinkAbout1978-11-07; City Council; 5652; Oceanside-Carlsbad parking Lot agreementCITY OF CAWISBAD /I /' Initial: Dept . Hd . AGENDA BILL NO, &io 4-a DATE : November 7, 1978 DEPARTMENT: City Attorney C, Atty. Uf=fi - C. Mgr. 3 - Subject: OCEANSIDE-CARLSBAD PARKING LOT AGREEMENT Statement of the Matter In accordance with the direction of our respective City Councils, the City Attorney of Oceanside and I have agreed on the form of the above-referenced agreement which we have undertaken to recommend to our respective City Councils. It is my understanding that the agreement will be before Oceanside's Council at their November 8, 1978 meeting. The Mayor has asked that I place the agreement on your agenda with the understanding that it will be continued to the Council's workshop session of November 14, 1978. He has asked that the Council not act on the agreement until we are sure that it is acceptable to the Oceanside City Council. Exhibits , Oceanside-Carlsbad Parking Lot Agreement k Oceanside-Carlsbad Parking Lot Lease ). Resolution No.\ThOO . Recommendat ion If the City Council concurs, your action is to adopt Resolution No. J'c. 0 A Council action: -11-7-78 Council continued the matter to the meeting of November 14, 1978. 11-14-78 Council adopted Resolution 5600, approving agreement with City of Oceanside for acquisition of public parking. I 1 2 3 4 5 6 7 8 9 10 11 12 3 Y 13 L3 ' .a duws 14 oo=z z sa 15 u:. sa 16 gzq 17 zg 5 <4 E B 18 19 20 21 22 23 24 25 26 27 28 OJ wu >I- a RESOLUTION NO. 5600 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CITY OF OCEANSIDE FOR THE ACQUISITION OF PUELIC PARKING, AXD AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT. The City Council of the City of Carlsbad, California, does hereby resolve as follows : 1. That that certain agreement between the City of Carlsbad and the City of Oceanside for the acquisition of public parking, a copy of which is attached hereto marked Exhibit A and made a part hereof, is hereby approved. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute said agreement for and on behalf of the City of Carlsbad. an adjourned PASSED, APPROVED AND ADOPTED at / regular meeting of the City Council of the City of Carlsbad, California, held on the 14th day Of November , 1978 by the following vote, to wit: AYES : Councilmen Packard, Skotnicki, Lewis and Councilwoman Casler NOES : Councilman Anear ABSENT: None ATTEST : (SEAL) A G R E E 14 E N T THIS AGREEMENT is made this day of I 1978, by and between the City of Oceanside, a California Municipal Corporation, hereinafter referred to as "Oceanside," and the City of Carlsbad, a California Municipal Corporation, hereinafter referred to as "Carlsbad. I' WITNESSETH WHEREAS, Carlsbad has issued a series of land use approvals providing for the expansion of the Plaza Camino Real Regional Shopping Center; and WHEREAS, such expansion will create the need for a substantial amount of additional public parking in the area; and WHEREAS, because of the physical configuration of the shopping center site, there are no suitable land areas available within the city limits of the City of Carlsbad which can be used to provide that parking; and WHEREAS, Oceanside will acquire a fully improved public parking area within the City of Oceanside, which is immediately adjacent to the public parking areas owned by the Carlsbad Parking Authority which serve the Plaza Camino Real Shopping Center. Said area is more properly described on Exhibit A, attached hereto and made a part hereof; and 3 WHEREAS, such parking area is in excess of Oceanside's needs and Oceanside is willing to convey it to Carlsbad; and WHEREAS, this Agreement provides for the lease of the public parking area from Oceanside to Carlsbad and is mutually promises agree as satisfactory to Oceanside and Carlsbad; NOW, THEREFORE, in consideration of the mutual and agreements herein contained, the parties hereto follows: SECTION 1: After construction of public parking facilities on the property described in Exhibit A, and the conveyance thereof to Oceanside, Oceanside shall immediately lease the said land and improvements to the City of Carlsbad. The Lease, which the parties hereby agree to enter into, is attached to this Agreement as Exhibit B, and is made a part hereof. By their respective approvals and execution of this Agreement, Carlsbad and Oceanside authorize their respective Mayors to execute said Lease, The Lease shall be executed immediately upon the opening for business to the public of the Broadway Department Store located at the Plaza Camino Real Regional Shopping Center in Carlsbad. /// /// /// 2. .. .-- -. . I & L E f i. I IN WITNESS WHEREOF, Oceanside and Carlsbad have signed this Agreement as of the day and year first above written. APPROVED AS TO FORM: PAUL G. GRAHAM, Mayor Ronald E. Null, City Attorney APPROVED AS TO FOW4: Vincent F. Biondo, Jr. City Attorney IRENE D. DUEHREN, City Clerk CITY OF CARLSBAD RONALD C. PACKARD, Mayor ALETHA L. RAUTENKRANZ, City Clerk 3. d .-r EXHIBA, A to Oceanside/Carlsbad Agreement dated LEGAL DESCRIPTION A parcel of land situated in the City of Oceanside, County of San Diego, State of California, being a portion of the northeast quarter of Section 31, Township 11 south, Range 4 West described as follows: Beginning at the southeast corner of the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89'42'1911 west, 325.70 feet to the true point of beginning; thence north 89'4211911 west, 1150.70 feet; thence leaving said south- line, north 46'36'53'' east, 143.87 feet; thence north, 312.85 feet; thence north 88'00r181f east, 543.32 feet; thence north 89'41t2311 east, 500.04 feet; thence SOLL~~ 0'24'11" east, 439.22 feet to the true point of beginncng. EXHIBIT B to Oceanside/Carlsbad - Agreemer dated LEASE THIS LEASE is made this day of I 1978, by and between the City of Oceanside, a California Municipal Corporation, hereinafter referred to as "Oceanside," and the City of Carlsbad, a California Municipal Corporation, hereinafter referred to as "Carlsbad." WITNESSETH WHEREAS, Oceanside owns a public parking lot which is in excess of its needs; said lot is more particularly described in Exhibit 1, attached hereto and made a part hereof; and WHEREAS, Carlsbad has determined that there is a necessity for more public parking in the City of Carlsbad to serve the area around the Plaza Camino Real Regional Shopping Center; and WHEREAS, the parties have reached agreement on mutually beneficial terms whereby Oceanside will lease their public parking lot to Carlsbad; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: SECTION 1: Lease of Public Parking Area. Oceanside hereby leases to Carlsbad and Carlsbad hereby leases from Oceanside the real property and improvements located in the City of Oceanside and more particularly described in Exhibit 1 , SECTION 2: Tern. The term of the Lease shall commence on the day of , 19 e The term of this Lease shall be fifty (50) years and shall expire at midnight of the last day of the fiftieth (50th) year, SECTION 3: Rent. Carlsbad agrees to pay rental in the amount of Seven Hundred Thousand and Forty Dollars ($700,040) for the possession and use of the leasehold as provided herein for the fifty (50) year term as follows: Carlsbad shail pay to Oceanside without deduction, setoff, prior notice, or demand, the sum of Seventy Thousand Dollars ($70 , 000) annually for each of “the first ten (10) years of this Lease and One Dollar ($1.00) annually for each of the remaining forty (40) years of the Lease, The rent shall be due and payable on the last day of each year of this Lease. SECTION 4: Rent Adjustment. As of the date of this Lease state law provides that Carlsbad will receive one cent of the six cent state sales tax to be collected on taxable sales at the Broadway Department Store at Plaza Camino Real in Carlsbad. The rental payment in Section 3 is based upon an assumption that Carlsbad will continue 2. ! to receive said one cent through the first ten (10) years of this Lease. If the state law governing the distribution of sales tax to cities is changed at any time during the first ten (10) years of this Lease so that Carlsbad receives less than said one cent, and if any portion of said one cent is distributed to cities on a basis other than situs of sale, then the rental payment due under Section 3 of this Lease shall be reduced to One Dollar ($1.00) per year effective when said change in state law is effective. During the first ten (10) years of this Lease, if state legislation alters the manner in which state sales tax revenues are distributed to local entities in some manner other than described above in this section, and if such alteration reduces the sales tax revenues distributed to the City of Carlsbad relating to sales occurring at the Plaza Camino Real Shopping .. Center, and if such alteration results in the receipt by Oceanside of a portion of said revenues, then the rental described in Section 3 of this Lease shall be subject to renegotiation upon the request of the City of Carlsbad so as to provide for a reduction of said rent consistent with the reduced tax revenues in Carlsbad and the increased tax revenues to Oceanside. SECTION 5: Option. The City of Carlsbad shall have the option to purchase the leasehold at any time for One Dollar ($1.001, on the condition that the City of Carlsbad shall have paid the rental required by 3. Sections 3 and 4 of this Lease. The parties hereto acknowledge and agree that the nominal amount of the purchase price is based on the fact that the payments required of Carlsbad by this Agreement represent both rental and approximate fair market value. The option may be exercised by giving Oceanside written notice of Carlsbad's intent to exercise the option. Oceanside shall have sixty (60) days within which to deliver title to the subject property. SECTION 6: Maintenance and Operation. Carlsbad shall maintain during the term of the Lease hereunder the parking area in good order, condition, and repair, and shall be responsible for all costs and expenses of operating same as a public parking facility. Oceanside agrees to keep the leasehold free and clear of all liens, charges and enc&rances. The estate conveyed hereby is subject to the right of Plaza Camino Xeal to maintain, manage and operate the parking facilities for the public purposes for which the same were constructed and conveyed to Oceanside to wit: for use by the general public as an off-street parking lot for motor vehicles. Immediately upon execution of this Lease, Carlsbad shall enter into an agreement with Plaza Camino Real whereby the subject property will be made subject to the Plaza Camino Real Public Parking Lot Operating Agree- ment between City of Carlsbad, Parking Authority of City of Carlsbad and Developer, Exhibit F to the Fourth Supplement to Agreement for Expansion of Plaza Camino Real Regional Shopping Center, whereby Plaza Camin0 Real operaes the public parking areas awned by the Carlsbad .4. ! Parking Authority. In addition, the agreement shall provide for the assumption by Plaza Carnino Real of Carlsbad's obligations under this section to operate and maintain the public parking area. SECTION 7: Indemnity. Carlsbad shall indemnify Oceanside and hold Oceanside harmless from and against any and all actions, claims, demands, costs, damages, penalties, expenses or liabilities of any kind whatsoever by reason of the maintenance or operation of the parking lot or by reason of the use thereof. This indemnifi- cation shall- include reasonable attorneys' fees which Oceanside expend in connection with of the foregoing. SECTION 8: Insurance. Carlsbad shall, from and after the date of this Lease, carry public liability and property damage insurance covering the parking lot written by financially responsible .insurance company(s), authorized to do business in the State of California and with limits of liability of at least a combined single limit of Two Million Dollars ($2,000,000) per occurrence, All such insurance shall name Oceanside as additional insured and shall be maintained in full force and effect by Carlsbad for the term of this Lease. Should the parking facilities be damaged by fire, lightning, vandalism, malicious mischief or any other casualty, Carlsbad shall cause the repair of such damage with all reason- able dispatch. Carlsbad shall procure and maintain or cause to be procured and maintained in full force and effect at all times 5. !I during the term of this Lease, a policy or policies of insurance against loss or darnage.to the improvements of the parking lot, resulting from fire, lightning, vandalism, malicious mischief, and such other perils as are ordinarily included in "fire and extended coverage insurance," providing coverage at one hundred percent (100%) of the replacement value of said improvements written by financially responsible insurance company(s) authorized to do business in the State of California. Oceanside shall be named as an additional insured under said policy of insurance, Proceeds of the said insurance shall be applied toward the cost of repairs or replacements of said improvements. Carlsbad shall cause policies of insurance or certificates thereof to be provided to Oceanside to evidence Carlsbad's compliance with the requirements of this section and providing that the coverage under such policies shall not be reduced or cancelled except after thirty (30) days written notice to Oceanside. The insurance required under this section may be obtained through blanket policies or contracts which may cover other properties or liabilities, provided that as respects the insurance referred to in this section, there is separately stated and allocated in such policies or contracts with respect to the parking lot an amount at least equal to the amount of insurance required with respect to the parking lot as if the same were so insured under separate policies or contracts of insurance. 6. , SECTION 9: purpose^ of Use. Carlsbad shall be obligated to manage, operate and maintain the parking area leased so as to afford to the general public an off-street public parking lot for motor vehicles without charge in accord with the Public Parking Law of 1949. SECTION 10: Assiqnment and Sublease. This lease and any interest herein shall not at any time, without the prior written consent of Oceanside, be mortgaged, pleadged, assigned, subleased or transferred by Carlsbad. SECTION 11: Assumption of Obligations. Except for payment of rent as provided in Section 3 above, Carlsbad may satisfy all or any part of its obligations to Oceanside under this Lease by furnishing Oceanside with a copy of an agreement between Carlsbad and Plaza Camino Real whereby Plaza Camino Real assumes responsibility for such obligations. SECTION 12: Surrender of Leasehold. Upon the expiration of this Lease and in the absence of exercise of any option to buy, Carlsbad agrees that they shall surrender to Oceanside all property then under lease hereunder, together with any improvements thereon, in good order and con- dition and in a state of repair that is consistent with prudent use and conscientious maintenance except for reasonable wear and tear. 7. SECTION 13: Right of Entry. Oceanside and its designated representative shall have the right to enter upon the leasehold during reasonable business hours and in emergencies at all times, for any purpose related to Oceanside's rights or obligations under this agreement, or for any other lawful purpose. SECTION 14: Liens. When Oceanside leases the property to Carlsbad it shall be free of all liens and encumbrances. Carlsbad shall keep the parking lot free and clear of all material liens or mechanics' liens or any other similar liens for repair, maintenance and operation, services, labor or materials which may arise from any work done on the parking lot by or at the direction of Carlsbad. Carlsbad may in good faith contest the validity of any such lien and shall at its expense defend itself and Oceanside against the -. same and pay any final judgment which may be rendered thereon. If Carlsbad elects to contest any such lien, they shall record a surety bond in accordance with California Civil Code Section 3143 releasing the parking lot from such lien within ten (10) days after it becomes aware of the recordation of any such lien or Carlsbad shall deliver the aforementioned bond to Oceanside, SECTION 15: Taxes. The parties take the position that the leasehold constitutes public property free and exempt from all taxation; however, Carlsbad and Oceanside agree to jointly take whatever 8, .- steps may be necessary to contest any proposed tax or assessment, or to recover any tax or assessment paid. SECTION 16: Quiet Enjoyment. The parties hereto mutually covenant and agree that Carlsbad, by keeping and performing the covenants and agreements herein contained, shall at all times during the term, peaceably and quietly have, hold, and enjoy the leased property without suit, trouble or hindrance from Oceanside. SECTION 17: Applicable Law. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California, subject to the waivers, exclusions, and provisions herein contained. SECTION 18: Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, or designations hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if sent United States registered mail, return receipt requested, postage prepaid and addressed as follows: City of Oceanside City Manager 321 North Nevada Street Oceanside, CA 92054 City of Carlsbad City Manager 1200 Elm Avenue Carlsbad, CA 92008 9. SECTION 19: Waiver. The waiver by Oceanside of any breach by Carlsbad of any term, covenant, or condition hereof shall not operate as a waiver or any subsequent breach of the same or any other term, i 1 covenant, or condition hereof. SECTION 20: Enforcement. If Carlsbad shall at any time fail or refuse to pay any obligation or perform any work or furnish any services required on their part under this Lease, Oceanside may prosecute any proceeding at law or in equity to secure by way of specific performance or otherwise Carlsbad's obligations, SECTION 21 : a Validity. If any one or more of the terms, provisions; promises, covenants, or conditions of this Lease shall to any extekt be I adjudged invalid, unenforceable, void, or voidable, or unforce- able by Oceanside, or if for any reason it is held by such a Court that the covenants and conditions of Carlsbad hereunder, including the covenants to pay rent hereunder, is unenforceable for the full term hereunder, then and in such event for and in consideration of the right of Carlsbad to possess, occupyl and use the leasehold, which right in such event is hereby granted, then this Lease shall thereuponbecome,and shall be deemed to be, a lease from year to year under which the annual rents herein specified shall be paid by Carlsbad, 10. 1 1- r ”, IN WITNESS WHEREOF, Oceanside and Carlsbad have signed this Lease as of the day and year first above written ATTEST : IRENE D. DUEHREN, City Clerk APPROVED AS TO FORM: Ronald E. Null, City Attorney ATTEST : CITY OF OCEANSIDE PAUL G. GRAHAM, Mayor CITY OF CARLSBAD ALETHA L, RAUTENKRANZ, City Clerk RONALD C. PACKARD, Mayor APPROVED AS TO FORM: Vincent F. Biondo , Jr . City Attorney 11. ... LEGAL DE S C R I PT ION - EXHIB; 1 to Oceanside/Carlsbad LEASE dated A parcel of land situated in the City of Oceanside, County of San Diego, State of California, being a portion of the northeast quarter of Section 31, Township 11 south, Range 4 West desc:.ibed as follows: Beginning at the southeast corner of the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89'42f19'f west, 325.70 feet to the true point of beginncng; thence north 89'42'1gt1 west, 1150.70 feet; thence leaving said soutki line, north 46'36'53tf east, 143.87 feet; thence north, 312.85 feet; thence north 88'00'lbt1 east, 543.32 feet; thence north 89'41f28f1 east, 500.04 feet; thence south 0'24t11" east, 439.22 feet to the true point of' beginning.