HomeMy WebLinkAbout1990-05-22; Housing & Redevelopment Commission; Resolution 169,, (I, RESOLUTION NO. 169 e
A RESOLUTION OF THE HOUSING AND REDEVELOPMENT COMMISSION 1
OPTION TO PURCHASE PROPERTY AT THE NORTHEAST CORNER OF
OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING A LEASE WI7
ROOSEVELT STREET AND CARLSBAD VILLAGE DRIVE 2
3
4
5
6
7
8
9
x0
11
12
13
14
15
16
17
18
19
20
21
22
23
WHEREAS, the Housing and Redevelopment Commission of
the City of Carlsbad, California has determined it necess
and in the public interest to construct a .parking lot at
northeast corner of Roosevelt Street and Carlsbad Village
Drive; and
WHEREAS, the Commission desires to lease property fr
Ms. Louise Wi 11 iams, conservator/owner;
MOW, THEREFORE, BE IT HEREBY RESOLVED by the Housing
and Redevelopment Commission of the City of Carlsbad,
California as follows:
1. That the above recitations are true and correct.
2. That the property lease attached hereto as Exhibit A
hereby approved.
3. That the Chairperson is hereby authorized to sign sa
lease on behalf of the City of Carlsbad Housing and
Redevelopment Commission.
4. That the Finance Director is hereby authorized to
appropriate $52,000 from the Redevelopment Fund to the
Parking Lot Construction Account.
5. That at time of consideration of purchase of the
24
25
property the Commission will consider the method of
funding.
26 Ii
27
28
li e 0
1
2
3
4
5
6
7
€3
9
I PASSED, APPROVED AND ADOPTED, at a special meeting a
the Housing and Redevelopment Commission of the City of
Carlsbad, California, on the 22nd day of May. 1990
by the followins vote, to wit!
AYES: Commissioners Lewis, Kulchin, Pettine, Mamaux and Lars
NOES : None
ABSENT: None
16
17
18
19
20
21
22
23
24
25 H&R RESO. 169
26
27
28
e e
GROUND LEASE AND OPTION AGREEMENT
This Ground Lease and Option Agreement is made on -
day of I 1990, between Louise Will.iams,
Conservator of the Estate of Minnie Carpenter and Louise Willi;
an unmarried woman as her sole and separate property, as jc
tenants (Lessors) and The Housing and Redevelopment Commissior
the City of Carlsbad (Lessee).
Introduction
Louise Williams, as Conservator of the Estate of Mir
Carpenter and Louise Williams, an unmarried woman, as joint tenar:
hereby lease, with an option to purchase, to The Housing
Redevelopment Commission of the City of Carlsbad, the premi
hereafter described on the terms and conditions set forth in t
lease.
1. PREMISES.
1.1 Lesal Description. The legal description of
premises, including any appurtenances, is included in Exhibit A
this lease which is attached hereto and incorporated by referen
1
0 0
The premises consist of seventeen thousand
hundred (17,500) square feet of land situated in the Citl
Carlsbad, at the northeast corner of Roosevelt Street and
Avenue. The Assessors parcel numbers are 203-304-09 and 203-304
Lessors agree to remove or otherwise dispose of
improvements existing on the property prior to the commencemen
this lease. Lessors shall cap utilities and conduct removal at
Lessors' costs. Once the Lessee takes possession Lessors' du
under this paragraph terminate.
1.2 Lessors' Warranty: Underaround Condition of
Property. Lessors hereby acknowledge and agree that they shal
solely and completely responsible for:
The removal of any and all structures,. above ground facilit.
under ground facilities, foundat.ions, septic tanks, fuel tal
piping, utilities, and any other known or unknown facilitie
the property.
Cause the termination of any and all known or xnknown u:
ground facilities and utilities immediately adjacent to
closest edge of property. Termination points of all utili1
and other facilities shall be clearly marked on the propel
Lessors further agree to perform grading and other work
restore the surface of the property after such removals to
existing elevation.
2
". 0 e
In the event of the location and subsequent removal by
Lessors of ,asbestos, septic tanks, fuel tanks, waste ta
subsurface pits or wells of any kind, the Lessors shall re
same in accordance with all applicable Federal, State,
Local laws, regulations, ordinances, and rules. Lessors s:
be responsible for all costs associated with the disposa.
treatment of hazardous materials, if any, as hereafter defi
Lessors hereby acknowledge their responsibility and further agre
indemnity and hold Lessee and the City of Carlsbad harmless from
against, any losses, damages, liabilities, claims, acti
judgments, court costs and legal or other expenses (inclu
attorneys# fees) which the Lessee and the City of Carlsbad may i
as a direct or indirect consequence of the use, generat
manufacture, disposal, threatened disposal transportation
presence of I1Hazardous Materials" (as hereinafter defined) in
under or about the Lessors' site. For purposes of this Sect
"Hazardous Materials" shall mean any oil, flammable explosi
asbestos, urea formaldehyde insulation, radioactive materi
hazardous wastes, toxic or contaminated substances or sim
materials, including, without limitation, any llhazardous materi
or Iltoxic substancesgs under the Comprehensive Environme
Response, Compensation and Liability act of 1980, as amended
U.S.C., Section 9601, & seq., the Hazardous Mater
Transportation Act, '49 U.S.C. Section 1801, & sea., the Reso
Conservation and Recovery Act, 42 U.S.C. Section 6901, g& s
Sections 25117 and 25316 of the California Health & Safety Code
any other applicable environmental law, ordinance or regulatio
3
.. e 0
2. TERM. The Term of this lease shall be for five (5) j
calendar years, commencing on the date of , l!
which is the day that the City accepts the property as propc
cleared by the Lessors and approved by the City in writing.
parties agree to insert this date in the Lease. The term of
Lease then shall run for five (5) full calendar years, commencin
the date inserted, unless sooner terminated by Lessee's exercis
its option to purchase as provided for in this Lease.
3. RENTAL. Commencing on the commencement date of
Lease, as set forth in paragraph 2 above, Lessee shall pa!
Lessors, as rent for each calendar month, the sum of Four Thou
Three Hundred Fifty Dollars ($4,350.00) per month, which sum s
be due on the first day of each month commencing with
1990,
All rents payable by Lessee shall be paid in lawful E
Of the United States without deduction or offset and shall be
to Lessors at the address as specified in this lease, or at
other places as Lessors may, from time to time, direct in writ
4. COSTS OF OPERATION OF PARKING LOT. Lessee shall pa
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 Le5
harmless from and against any and all claims, arising from Les:
construction of the improvements and use of the premises, or
the conduct of Lessee's business, or from any activity, WOI
things done, permitted or suffered by Lessee in or about the
4
a
premises, and shall further indemnify and hold Lessors harmless
and against any and all claims arising from any breach or defaul
performance of any obligation on Lessee's part to be performed 1
the terms of this Lease or arising from any negligence of
Lessee, or any of Lessee's agents, contractors or employments
from and against all costs, attorney's fees, expenses
liabilities incurred in the defense of any such claim or any ac
or proceeding brought thereon; provided, however that Lessors 5
promptly notify Lessee in writing of any claim or any action 1
against Lessors as to which indemnity is sought hereunder and LC
and/or its liability carrier shall have the right to desic
counsel to undertake Lessors' defense.
6. UTILITIES. From and after the commencement date, U
shall pay for all utilities, used, rented or supplied, upon c
connection with the premises and shall indemnify Lessors agains.
liability or damages on such account.
7. USE. Lessee shall use and occupy the premises fol
purpose of conducting and carrying on the operation of a SUI
parking lot and for no other purpose except as may be approvc
writing by Lessors. Lessors agree not to be unreasonabl
approving any new use that the Lessee proposes.
8. MAINTENANCE AND REPAIRS. Anything to the contrary,
withstanding in this Lease, it shall be the obligation of
Lessors to clear the property to the satisfaction of the LC
prior to commencement of the Lease. Lessee shall construct 01
property a parking lot and shall be responsible for all cost
connection therewith.
5
a Q
9. END OF TERM; HOLDING OVER.
9.1 Surrender of Premises. Upon the expiration of
terms or upon its earlier termination for any reason whatsoe
Lessee shall surrender and deliver up the premises and, unles
directed otherwise by Lessors in writing, all improvements the1
except movable fixtures and personal property installed therej
Lessee or its subtenants, in good order, condition and repair e,
for reasonable wear and tear and except for damage caused by f i~
other casualty: provided, however, that if Lessee shall surre
and deliver up the premises and improvements to Lessors wit
having repaired or restored any such damage done by fire or c
casualty, Lessee shall concurrently therewith assign to Lessor:
of Lessee's right or claims to any insurance proceeds resulting
such fire or other casualty and Lessee shall repair any dz
resulting from such fire or other casualty. Lessee shall repail
damage resulting from the removal by Lessee, or any subtenan
Lessee, of any trade fixture or personal property not required 1
so surrendered.
9.2 Holdina Over. Upon the expiration of the tc
should Lessee remain in possession of the premises with Les:
consent, expressed or implied, such holding over shal1,be deemc
have created only a tenancy from month to month, terminabl
either party upon thirty (30) days' written notice to the othe
a monthly rental equal to one hundred percent (100%) of the
payable for the last full month of the term.
6
.. 0 0
10. QUIET ENJOYMENT. Upon payment by Lessee of the I
provided herein, and upon the observance and performance of a1
the covenants, terms, and conditions on the party of Lessee t
performed hereunder, Lessors covenant and warrant that Lessee
peaceably and quietly hold and enjoy the premises for the ten
11. TRANSFER OF LESSORS' INTEREST. In the event of
transfer of Lessors' interest in the premises, the Lessors shal
required to obtain the written consent of the purchaser to the t
and conditions of this contract. Lessors may not sell the prog
unless such consent is obtained and the Lessee is notifiec
writing.
12. ATTORNEYS' FEES AND COSTS. If any action is necessax
enforce or interpret the terms of this lease, the prevailing F
shall be entitled to reasonable attorney's fees, costs, in addi
to such other relief which he or she may be entitled.
13. WAIVER. The waiver by either Lessors or Lessee of
breach of any term, condition or covenant contained herein shall
be deemed a waiver of such term, condition or covenant on
subsequent breach of the same or any other term, conditio1
covenant contained herein.
14. NOTICES. All notices, demands or other writings t
made, given or sent hereunder, or which may be so given or mad
sent by either Lessors or Lessee to the other, shall be deemel
have been given when in writing and personally delivered or,
mailed on the second (2nd) day after deposited in the United st
mail, certified or registered, postage prepaid, and addressed tc
respective parties at their addresses set forth below. Lessor
7
.. 0 0
Lessee may from time to time, by written notice to the other pz
designate a different address which shall be substituted for thc
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
attached hereto are hereby incorporated herein by reference and
a part hereof as though herein set forth verbatim.
16. TIME OF ESSENCE. Time is hereby expressly declared t
of the essence of this lease and of each and every tenn, cove
and condition hereof which relates to a date or period of time
17. CONSTRUCTION. The language in all parts of this 1
shall in all respects be construed as a whole, according to its
meaning, and not strictly for or against either Lessors or Les
The article headings in this lease are for convenience only and
not to be construed as a part of the lease or in any way limitin
amplifying the provisions hereof.
18. EFFECT OF INVALIDITY. If any term or provision of
lease or the application thereof to any person or circumsta
shall, to any extent, be invalid or unenforceable, the remainde
this lease, or the application of its term and provisions to per.
and circumstances other than those to which it has been held inv;
or unenforceable shall not be affected thereby, and each term
provision of this lease shall be valid and enforceable to
fullest extent permitted by law. No acquisition by Lessors of
8
.I e 0
or any of the interest of Lessee in or to the premises or
improvements, and no acquisition by Lessee of all or any interes
Lessors in or to the premises shall constitute or work a merge
the respective interest, unless expressly provided for.
19. SUCCESSORS AND ASSIGNS. This lease and the covenants
conditions contained herein shall be binding ana inure to
benefit of and shall apply to the successors and assigns of Les
and to the permitted successors and assigns of Lessee, and
references in this lease to 81Lessee11 or 18Lessors8r shall be deemc
refer to and include all permitted successors and assigns of
party.
20. CONSENTS. Except as expressly provided in this le
where the consent or approval of Lessors or Lessee is require
this lease, such consent or approval will not be unreasor
withheld nor will the party giving such consent require the pal
of any consideration for the giving thereof. Lessors' request
indemnity by Lessee and/or its successor as a condition to grar
such consent shall not be considered as requiring payment of
consideration for purposes of this section.
21. ENTIRE AGREEMENT. This lease and the exhibits he
contain the entire agreement of Lessors and Lessee with respec
the matters covered hereby, and no other agreement statemen
promise made by either Lessors or Lessee, which is not conta
herein, shall be valid or binding. No prior agreen
understanding or representation pertaining to any such matter s
be effective for any purpose. No provision of the lease ma
amended or added to except by an agreement in writing signe
Lessors and Lessee.
9
e e
22. NUMBER AND GENDER. Whenever the singular number is
in this lease and when required by the context, the same s
include the plural, and the masculine gender shall include the
feminine and neuter genders, and the word llpersonll shall inc
corporation, firm or association.
23. OPTION TO PURCHASE.
23.1 Grant of Option. Provided that Lessee is no'
default under the terms of this lease, Lessors grant to Lesse
option to purchase the real property which is described in
lease as Exhibit A, and the terms and conditions set forth bel
23.2 Term of Option, The term of this option s
commence on the sixtieth (60th) day before the Lease term ends
on the written notice by Lessors to Lessee of the death of
Minnie Carpenter. The Lessee shall have the discretion to exer
the option on the death of Ms. Minnie Carpenter, but shall no
required to do so. In the event the Lessee fails to exercise
option on the death of Ms. Minnie Carpenter then the term of
option shall continue and shall expire (provided the notice has
sent) on the day the Lease term ends at 5:OO p-m. Lessors agre
give sixty (60) days written notice of the death of Ms. Mi
Carpenter to the Lessee. Lessors further agree to give sixty
days written notice to the Lessee sixty (60) days prior to the f
date for exercise of this option. The Lessors must give this na
in order for any option granted herein to expire. Notwithstan
anything in this Lease or Option to the contrary, this Lease s
run a minimum of twelve (12) months before Lessee can exercise
option to purchase the property herein,
10
e a
23*3 Manner of Exercisinq Option, Provided Lessee is
in default under any term or provision of this lease, and
option, the option may be exercised by Lessee delivering to Less
before the expiration of the option term, written notice of
exercise (the exercise notice) which exercise notice shall s
that the option is exercised without condition or qualificatic
23.4 ComDletion of Sale UDon ReceiDt bv Lessors. Be
the expiration of the option term of the exercise notice,
parties agree that they shall, within ten (10) days, enter int
escrow agreement at Spring Mountain Escrow, 2725 Jefferson Sty
Suite 2B, Carlsbad, CA 92008, or such other escrow company as mz
acceptable to the parties.
23.5 Terms of the Sale. The- purchase price for
property pursuant to this option is Six Hundred Fifty Six Thou
Two Hundred Fifty Dollars ($656,250) payable in cash at clos
escrow.
(a) Lessees shall make an original deposit
escrow in the amount of Five Thousand Dollars ($5,000), the bal
of the purchase price shall be due at close of escrow.
(b) Close of escrow shall be thirty (30) days 2
escrow is opened.
(c) The parties agree to divide the costs of
escrow equally.
(d) Title shall vest in The Housing
Redevelopment Commission of the City of Carlsbad.
11
.. a
(e) Lessors shall, by grant deed, convey to LE
a fee simple interest, free and clear of all title defects, lj
encumbrances, deeds of trust and mortgages, except real pro1
assessments and any defects, liens, encumbrances, deeds oftrusl
mortgages created by Lessee after taking possession of the propc
Lessors shall pay all real estate taxes prorated to close of esc
(f) Lessors shall procure a California Land 1
Association standard policy of title insurance in the amount 03
Hundred Fifty Six Thousand Two Hundred Fifty Dollars ($656,25(
be paid for by Lessors and to be issued by Chicago Title Con
showing title vested in Lessee.
(9) Lessors shall pay all costs and expense
clearing title, preparing, executing and acknowledging
delivering the grant deed, the premium for the title insu~
policy and shall pay any transfer taxes.
(h) Lessee shall pay all recording fees.
(i) All notices and demands concerning this 01
shall be given in writing by registered or certified mail, poz
prepaid and return receipt requested. Notice shall be consic
given when mailed. Notices shall be addressed as appears belol
each party, provided that if any party gives notice of a chan!
name or address, notice is to the giver of that notice shal
given as demanded in that notice.
To Lessors :
To Lessee:
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
12
.- e 0
Lessors shall at all times keep on file with the Carlsbad City (
the name of the person legally empowered to act on behal
Lessors. If either Lessor is deceased, notice shall be give
Clement J. O'Neill, Esq. at 1350 Rosecrans Street, San Diegc
92106.
24 e REPRESENTATIONS AND WARRANTIES. Lessors warrants
they are the owner of the property and have marketable and insu:
fee simple title to the property, free of restrictions, le;
liens and other encumbrances.
25. OPTION TITLE INSURANCE. Lessors agree to obtain
Lessee appropriate title insurance prior to the commencement of
Lease, insuring title to the property which is the subject of
Option.
26. TIME OF THE ESSENCE. Time is of the essence of
option agreement. If the option is not exercised in the mi
provided for in this option, before the expiration of the o!
term, Lessee shall have no interest whatever in the property an
option may not be revived by any subsequent payment or fu:
action by Lessee.
27. ASSIGNMENT OF OPTION. Lessee may not assign this 01
and the rights under it without the express written conser
Lessors. Lessors agree not to unreasonably withhold said con,
28. CONSENT OF SUPERIOR COURT. Lessors agree to obtail
consent of the Superior Court in the Conservatorship of the E
of Minnie Carpenter to this Lease and this Option and furnish L
with a copy of the court order approving same.
13
.- e 0
29. RELOCATION. Lessors must relocate and pay for reloca.
of any individuals living on the property at the time of
commencement of this Lease. Lessors shall indemnify Lessee from
claims and demands of anyone living on the property at
commencement of the Lease term.
IN WITNESS WHEREOF the parties have executed this Ground L
and Option Agreement as of the date set forth above.
LESSORS :
Dated: 3" /..3"- ).%/ , 1990 ~M~//-/&J,~L-;&%~? LOUISE WILLIAMS, Conserv Estate of Minnie .Carpenter
Dated: 5" /xL, 54 , 1990
LESSEE:
CITY OF CARLSBAD HOUSING AND REDEVELOE COMMISSION
Dated: , 1990 BY
Chairpc
14