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HomeMy WebLinkAbout1986-04-15; City Council; Resolution 8503: * L I . r 1 t < l( 11 1; 1; 14 1: 1t 15 1E 1s 2c 21 2% 23 24 25 26 27 28 RESOLUTION NO. 8503 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A LEASE AGREEMENT WITH PALOMAR AIRPORT BUSINESS PARK FOR THE BUILDING LOCATED AT 2075 LAS PALMAS DRIVE, CARLSBAD, CALIFORNIA WHEREAS, the City Council of the City of Carlsbad, California has determined the need to provide additional office space to house certain City departments; and WHEREAS, after soliciting and reviewing proposals for office space, the City Council has decided to enter into a lease for office space with Palomar Airport Business Pa.rk; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Lease Agreement between the City of Carlsbad and Palomar Airport Business Park attached hereto as Exhibit A is hereby approved. 3. That the Mayor is hereby authorized and directed to sign the lease on behalf of the City. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 15th day of April 9 1986 by the following vote, to wit: AYES: Council Members Casler, Lewis, and Chick NOES: None ABSENT: Council Members Ku ATTEST: ALETHA L. RAUTENKRANZ, City C&rk ( SEAL) /// 3 LEASE AGREEllEnf CITY OF CARLSBAD GOVERNMENT OFFICES THIS LEASE AGREEMENT, made and entered into this . /J- _yII day of . , 1986, by and between PALOMAR AIRPORT BUSINESS PARK, #& hereinafter referred to as llLessorll and the CITY OF CARLSBAD, hereinafter referred to as "City", whereby the parties hereto agree as follows: WITNESSETH: 1. ADMINISTRATION. This Lease Agreement (hereinafter referred to as "Lease") shall be administered on behalf of City by the City Manager, City of Carlsbad, hereinafter referred to as "City's Lease Administrator", and on behalf of Lessor by Bernard W. Gilmore, Vice President. 2. DESCRIPTION. Lessor hereby leases to City that real property consisting of milding #44 of approximately 22,627 square feet of office space known as 2075 Las Palmas Drive, Carlsbad, California, 92008, described as Lot 5 of Parcel Map 10061, as delineated on Exhibit "A", attached hereto and by this reference made a part hereof. Said real property (hereinafter referred to as !'Demised Premises") is leased on a modified gross basis in accordance with the terms and conditions hereinafter set forth. 3. TERM. This Lease Agreement is effective on the date first above - written. the Demised Premises by City. The term of this Lease shall cmmence upon the date of acceptance of Said date shall be as specified in the letter of acceptance issued by the City to the Lessor. The term of this Lease shall terminate 48 months from the date of acceptance. The date of acceptance of -..e Demised Premises by City's Lease Administrator whose acceptance shall not be unreasonably withheld, shall follow notice to City from Lessor that the Demised Premises are approved for occupancy by the City of Carlsbad, Building Department. Provided, however, if Lessor cannot deliver said facility in completed condition ready for occupancy within 120 days from the date of execution hereof by City, City may terminate this Lease at City's option without any liability to Lessor. Delays caused by events over Hhich Lessor shall have no control, including but not limited to acts of God, strikes or natural disaster, (but not including financial inability, or acts or omissions of Lessor's agents or contractors), shall not be included in said 120 day period. City shall have the option to extend this Lease upon expiration thereof for additional one (1) year periods up to a total of six (6) years upon the same terms and conditions as stated herein. giving written notice of exercise to Lessor at least sixty (60) days in advance of the normal expiration of this Lease or any succeeding extension thereof. The option may be executed by City by 4. EARLY TERMINATION. This L option at any time after twelve (12 giving to Lessor no less than sixty ase may be terminated by City at its sole months from date of acceptance by first (60) days prior written notice. In the event this Lease is terminated early by City, then City shall reimburse Lessor the sum equivalent to one-third (1/3) of the remaining monthly rent payments as described in Section 6 of this agreement including any unamortized costs of t en ant im pr ov ement s . 5. HOLDING OVER. Any holding over by City after t.he expiration of the term of this Lease shall be construed to be a tenancy from month to month at the monthly rental and on the terms and conditions specified herein so far as the -2 - same may be applicable. City to remove its equipment and fixtures. Such holding over shall include any time required by 6. RENT. The base rent reserved for the first four (4) years of the term - of this Lease shall be the sum of Nineteen Thousand Five Hundred Seventy-Two Dollars ($19,572.00) per month, day of the month following the month in which rental was earned during the term. Rent shall be payable in arrears on the first If the first day of the term shall not be the first day of the month, the rental for the portion of the ten occurring in the first and last calendar months of the term shall be appropriately prorated. Accrual of rent shall commence upon the date of acceptance of the Demised Premises by City. Installments of rent shall be paid by depositing City warrants in facilities of United States Postal Service addressed to the office of Lessor as stated in the ltNOTICE1f clause below. 7. TENANT IMPROVEMENTS. Lessor shall furnish to the City detailed plans ' and specifications of desired tenant improvements within thirty (30) days of execution of this agreement. Lessor shall secure a minimum of three (3) written bids from qualified independent contractors (hereinafter referred to as "Contractor") to accomplish the tenant improvements in accordance with the approved plans and specifications. City reserves the right to review, add, ? delete, modify, and otherwise approve the submitted bids prior to Lessor beginning the installation of the tenant improvements. City warrants that approval will not be unreasonably withheld. Lessor shall direct installation of the tenant improvements dilligently, in a professional manner, and in accordance with approved plans and specifications, Lessor shall deliver the demised premises in completed condition ready for occupancy within ninety (90) days from the date of receipt of City's plans and specifications for tenant improvements. -3 - 8. PAYMENT FOR TENANT _IMPROVEMENTS. Lessor agrees to construct tenant improvements required by the City for the use of the leased premises. A tenant , improvement allowance of $15.00 per square foot is included in the base rent as described by Section 6 of this agreement. Following installation of the tenant improvements, the base rent payable monthly by City to Lessor shall be adjusted at; the rate of $0.0263 per square foot per month of leased premises for each dollar greater than or less than the aforementioned $15.00 per square foot credit. The final cost of tenant improvements following installation shall be limited to the sum equivalent to the total amount of payments to the tenant improvements contractor including all progress payments and retentions. City shall not be responsible for Lessor's incidental expenses including but not limited to legal fees, bonding and insurance requirements, contract administration, travel and per-diem expenses, and other related costs. 9. COST OF LIVING AD3USTMENT. Should City elect to exercise the option to extend this Lease as described in Section 3 of this agreement, the monthly base rent provided for in Section 6 of this agreement shall be adjusted to reflect any increase or decrease in the purchasing power of the dollar. Beginning with the first month and ending with the twelfth month for each one (1) year extension of this Lease, the adjustment in the base rent shall be the average monthly consumer price index as herein defined for the first full calendar quarter immediately preceding the commencement of the term of this Lease in comparison to the last full calendar quarter of this Lease or extension thereof. The consumer price index which shall be used as the source for such index numbers, shall be that published by the U.S. Department of Labor, Bureau of Labor Statistics, "Consumer Price Index for all Urban Consumers", for the San Diego Metropolitan Area (1967=100). In the event that indexes are not published for the San Diego area, then another comparable index or source of such information generally recognized as authoritative shall be substituted by agreement of the parties. infomration shall be determined by arbitration pursuant to the provisions of the California Code of Civil Procedure. If the parties should not agree, such source of Notwithstanding the above cost of living formula, the adjustment for each one (I) year extension of this Lease in no event shall be less than three (3) percent nor more than five (5) percent in any twelve (12) month period. IO. PURCHASE OPTION. Lessor warrants that it holds legal and equitable title to the Demised Premises. Demised Premises for the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) plus any unamortized costs of tenant improvements as described Lessor offers an option to City to purchase the in Section 8 of this agreement if the option is exercised during the first year of this agreement-. If the option is exercised during the second year of this the purchase price shall be One Million Four Hundred Sixty Thousand ag r eem en t , Dollars ($ ,460,000.00). Title to the Demised Premises offered by Lessor to City shall any kind. be free of all liens, encumbances, obligations, and restrictions of Said option shall be open and available to City for a period of two (2) years following the date of acceptance of the Demised Premises by City as described in Section 3 of this agreement. otherwise alter the terms and conditions of this offer during the course of the option period. City may exercise this option by notifying Lessor in writing at Lessor agrees not to revoke or any time prior to the expiration of the option. All incidental costs related to the purchase of the Demised Premises by City during the option period including but not limited to escrow fees, brokerage commissions, insurance fees, guarantees and other forms of security, and all - 5- other expenses related to the transaction shall be the sole responsibility of the Lessor. This lease will terminate upon close of sale except for Section 11 of this agreement. 11. RE-PURCHASE OPTION, Lessor offers an option to City to re-purchase the Demised Premises for the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) if City elects to exercise its purchase option durint the first year of this agreement as described in Section 10 of this agreement. purchase option shall be open and available to City for a period of four (4) Said re- years following the close of escrow of City's purchase of the Demised Premises from Lessor. Lessor agrees not to revoke or otherwise alter the terms and conditions of this offer during the course of the option period. exercise this re-purchase option by giving Lessor notice in writing as hereinafter provided at anytime prior to the expiration of the option. City may The City shall give Lessor one hundred eighty (180) days notice of the City's intention to exercise the option to have the Lessor re-purchase the Demised Premises. and Lessor agree to jointly market the Demised Premises through a third party jointly selected by City and Lessor. If during this notice period, the Demised During the one hundred eighty (180) day notice period, City Premises is sold for a sum greater than One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) the City and Lessor shall divide equally any sales proceeds, less marketing and related incidental closing costs, in excess of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00). All incidental costs related to the re-purchase of the Demised Premises by lessor during the option period including but not limited to escrow fees, brokerage commissions, insurance fees, guarantees and other forms of security, and all other expenses related to the transaction shall be the sole responsibility of the City. 12. DEVELOPMENT OF PARKING FACILITIES WITHIN UTILITY EASEMENT. A utility easement exists across the southern portion of the property occupied by the Demised Premises as indicated in attached Exhibit "A". City to develop additional tenant parking facilities within and around said utility easement. Lessor agrees to allow It is understood by the parties to this agreement that all costs related to the development of the aforementioned tenant parking facilities shall be the sole responsibility of City. 13. USE. The Demised Premises shall be used for office space for City's - Community Development Department, but City reserves the right to use the Demised Premises for any permitted use. 14. UTILITIES. City shall pay for all utilities necessary for the use and enjoyment by City of the Demised Premises, except water and sewer, which shall be paid for by Lessor. 15. 3ANITORIAL SERVICES AND TRASH REMOVAL. City shall furnish at its sole expense all janitorial and trash removal services which may be requried by its occupancy and use of the Demised Premises. Such services shall be provided at the level necessary to maintain the Demised Premises in a clean and orderly condition. 16. REPAIRS TO MAINTENANCE. Subject to the provisions of the DAMAGE OR DESTRUCTION clause hereof, and except for damage caused by any negligent or intentional act or omission of City, its agents, employees, or invitees, Lessor, at Lessor's expense, shall keep the entire interior and exterior of the Demised Premises in good order, in a clean, healthful and wholesome condition and repair, including any required eradication of pests and trash removal related to exterior building and landscape maintenance. Lessor shall make repairs required under this clause within a reasonable time after receipt of written notice of the need for such repairs. City agrees by taking possession of the Demised c Premises as herein set forth that such Demised Premises are and good condition and that City will take good care of the then in a tenatable Demised Premises and the same will not be altered, repaired or changed without the written consent of Lessor. 17. NONPERFORMANCE OF SERVICES BY LESSOR. If Lessor fails to provide satisfactory repair and/or maintenance services to the Demised Premises as hereinabove set forth, City may notify Lessor in writing; and if Lessor does not instigate measures to provide satisfactory service and to remedy the unsatisfactory conditions within five (5) working days after such notice has been mailed or delivered by City, City may provide the utilities, trash removal, landscape maintenance , repair and/or maintenance services necessary to remedy the unsatisfactory condition and assure satisfactory service, or have others do so, and abate an amount equal to the cost thereof from the rent thereafter - payable. 18. BUILDING AND SAFETY REQUIREMENTS. During the full term of this Lease, - Lessor agrees to maintain the Demised Premises in canpliance with all applicable building codes, statutes, and orders as they are applicable on the date of this Lease, and as they may be subsequently amended. Lessor further agrees to maintain the Demised Premises as a "safe place of employment", as the term is used in the California Occupational Safety and Health Act, where the provisions of such Acts are applicable on the date of this Lease. G of the Uniform Fire Code (1976) shall be the responsibility of Lessor. Test procedures for fire extinguishing systems as set forth in Appendix In the event Lessor neglects, fails or refuses to maintain said Demised Premises as aforesaid, City may, notwithstanding any other termination provisions contained herein: A. Terminate this Lease; or -8 - I)/ e B. At City's sole option, cure any such default by performance of any act, including payment of money, and subtract the cost thereof plus reasonable administrative costs from the rent. Conditions caused solely by City and not subject to the control of Lessor are excluded from this provision. 19. INSTALLATION AND ALTERATION. City may install any and all fixtures or improvements necessary or desirable for City's use of the Demised Premises for the above described purposes but shall make no permanent alterations in, or additions to, said Demised Premises without the written consent of Lessor, which consent shall not be unreasonably withheld. Such fixtures or equipment installed by City shall remain the property of City and at the option of City may be removed at or before termination of this Lease or extention thereof or may be abandoned to Lessor and any damage to the Demised Premises occasioned by such removal shall be repaired by City upon request by Lessor within thirty (30) days of the termination of this Lease or any extension thereof. expiration of this Lease or the sooner termination thereof as herein provided, except in the event of destruction of the property as provided for in the DAMAGE Upon the OR DESTRUCTION clause hereof, City shall deliver possession of the Demised Premises to Lessor in the same condition it enjoyed at the beginning of this Lease, or as altered, ordinary wear and tear and damage by the elements excepted. 20. DAMAGE OR DESTRUCTION. In the event that the Demised Premises should be partially damaged by fire or any other cause during the ten of this Lease or extension thereof, other than through the fault or negligence of City, repairs shall be made by Lessor, at its sole expense, and with all reasonable dispatch, and City shall be allowed a reduction of rent in proportion to the ratio of the damaged area to the entire Demised Premises. Such reduction of rent shall ' -9- e continue during the time required for Lessor to make such repairs. If, in the opinion of City's Lease Administrator, City can use and occupy the Demised Premises without substantial inconvenience, there shall be no reduction of rent. In the event the damage amounts to the substantial destruction of the Demised Premises or cannot be repaired in ninety (90) days, this Lease may be terminated by either party at its option by giving written notice of intention to the other party within thirty (30) days following said destruction; if this Lease is not so terminated, City shall not be liable for any rent until repairs and reconstruction have been made by Lessor, subject-to the approval of City's Lease - Administrator, so that the Demised Premises are again ready for occupancy. 21. SIGNS. City may erect any signs necessary to identify City's occupancy of the Demised Premises during the term hereunder subject to approval of Lessor. Signs shall be removed by City upon termination of this Lease after receipt by - City of a written request by Lessor. In the event Lessor does not request removal of signs within thirty (30) days of termination of this Lease, City shall be under no obligation to remove said signs. 22. QUIET POSSESSION. Lessor for itself, its heirs, devises, successors or _I assigns, convenants and agrees that City, upon payment of the rental reserved and the compliance with all the terms and conditions of this Lease may lawfully, peacefully and quietly have, hold, use, occupy and enjoy the Demised Premises and each part thereof during the term of this Lease or any extensions thereof without hindrance or interruption from Lessor, its heirs, devises, successors or assigns. Lessor has and reserves the right at any reasonable time to enter upon the Premises to inspect said Demised Premises or to perform any of the obligations imposed by this Lease, but in so entering shall conduct itself so as to minimally interfere with City's use and enjoyment of the Demised Premises. -1 0- 23. NOTICE. Any notice or notices given by Lessor or City to the other may be personnaly served upon Lessor or City or any person hereafter authorized in writing to receive such notice, or may be served by depositing the same in the United States Mail , postage prepaid , addressed to the appropriate address hereinafter set forth or to such oither address as Lessor or City may hereafter designate by written not ice. TO: CITY - TO: LESSOR - City of Carlsbad City Manager 1120 Sycamore Avenue 1200 Elm Avenue Suite A Carlsbad, CA 92008 Vista, CA 92083 INSURANCE. Palmar Airport Ehsiness Park 24. Lessor shall maintain throughout the term of this Lease fire insurance and extended coverage on the Demised Premises to the extent of 90% of replacement value of improvements located on the Demised Premises. Included in the policy or policies of insurance shall be a standard waiver of rights of subrogation against City by the insurance company issuing said policy - or policies. 25. EMINENT DOMAIN. If any part of the Demised Premises shall be taken or condemned for a public or quasi-public use and a part thereof remains which in the opnion of the City's Lease Administrator, is adequate to permit City to continue the uses stated in the USE clause above, this Lease shall, as to the part os taken, terminate as of the date legal possession shall condemnor, and the rent payable hereunder shall be adjusted so be required to pay for the remainder of the term only such por be taken by the that City shall ion of such rent as the value to City of the part remaining after the codemtion bears to the value of the entire Demised Premises at the date of condemnation. condemnation takes all the Demised Premises, or such part thereof that there does not, in the opinion of City's Lease Administrator, remain a portion If such adequate for City’s use hereunder, this Lease shall thereupon terminate. If a part or all of the Demised Premises is taken or condemned, the compensation awarded upon such condemnation or taking shall go to Lessor or City as their respective interests may appear. SEVERABILITY. 26. The invalidity of any portion of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. 27. TIME OF ESSENCE. Time is expressly declared to be of the essenae of this Lease and of each, every and all of the covenants and corditions herein. If the parties hereto should not agree as to the terms 28. ARBITRATION. and provisions of this Lease, such disagreement shall be determined by arbitration pursuant to the provisions of the California Code of Civil Procedure. 29. ENTIRE AGREEMENT. This Lease contains the entire agreement between. the parties hereto and no term or provision hereto may be changed, waived, discharged or terminated unless the same be in writing executed by both parties hereto . IN WITNESS WHEREOF, we have hereunto set our hands and seals. . -- r? CITY OF CARLSBAD r-{I l&42/ jLdj +&&,V/f/ Ll .5 J-‘ 24 I c, ATTEST: .-._ - . --__ - City Crerk -1 2-