HomeMy WebLinkAbout2001-01-09; Housing & Redevelopment Commission; 331; Pizza Port Public Parking SubleaseHOUSING ANtrlEDEVELOPMENT COMMIS~ON - AGENDA BILL \
AB# 5’3 1 TITLE:
MTG. I- 9,&f%
ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN
CARLSBAD REDEVELOPMENT AGENCY AND GRAIN TO
mQl GREEN, INC. (PIZZA PORT) FOR PUBLIC PARKING
, DEPT. H/RED SUBLEASE CITY MGR.
I RECOMMENDED ACTION:
ADOPT Housing and Redevelopment Commission Resolution No. 338 amxovinq an
Assignment and Assumption Agreement between the City of Carlsbad Redevelopment Agency and
Grain to Green, Inc. for the lease of public parking spaces to satisfy the parking requirement for the
Pizza Port Restaurant located at 517 Carlsbad Village Drive within the Village Redevelopment Area of
the City of Carlsbad.
I ITEM EXPLANATION:
I Proiect Backaround :
On June 13, 1995, the Housing and Redevelopment Commission approved a Public Parking Space
Lease Agreement between the Carlsbad Redevelopment Agency and a California Limited Partnership
known as the Carlsbad Village Microbrewery and Public House. The term of the lease is ten (10) years.
This lease allowed the new restaurant business located at 517 Carlsbad Village Drive to meet its
parking requirement. The restaurant was known at that time as the Carlsbad Village Microbrewery and
Public House, and it needed seven (7) additional parking spaces to receive approval of its major
redevelopment permit. At the time of execution, the operating partners included Brett Redmayne-Titley,
Vince Marsaglia, and Gina Marsaglia. In January of 1997, the restaurant and partnership went into
receivership and ultimately the original partnership was dissolved through court proceedings. Vince and
Gina Marsaglia assumed ownership of the business through the various court actions. The Marsaglias
now operate the business under their California Corporation known as Grain to Green, Inc., and have
changed the name of the restaurant to Pizza Port.
The Marsaglias have been making the required parking sublease payments under the Grain to Green
Corporation since 1997. However, technically, the subject agreement does not properly identify their
corporation as the lessee. The attached Assignment and Assumption Agreement has been prepared
with the intent of approving the assignment of the subject lease to Grain to Green, Inc. and to recognize
the name change of the restaurant business from Carlsbad Village Microbrewery and Public House to
Pizza Port. If the Assignment and Assumption Agreement is approved, it will allow Pizza Port to
continue to operate under the original parking lease agreement with Grain to Green, Inc. noted as the
lessee.
Staff Recommendation
It is staffs recommendation that the Housing and Redevelopment Commission approve the attached
Assignment and Assumption Agreement to properly identify Grain to Green, Inc. as the lessee under
the Public Parking Spaces Lease Agreement originally executed on June 13, 1995 for the restaurant
now known as Pizza Port.
FISCAL IMPACT:
The current lease payment is approximately $565 per month, or $6,780 per year. Per the approved
lease agreement, the rent is to be adjusted annually according to the Consumer Price Index (CPI). The
lease payments will be deposited into the Redevelopment Agency Parking Fund to be used to 1)
maintain existing public parking lots, and/or 2) improve or expand existing public parking lots, and/or 3)
acquire property for, and/or construct, new public parking lots in the Village Redevelopment Area.
AB# 331
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A
EXHIBITS:
1. Housing and Redevelopment Commission Resolution No. 33% approving an Assignment and
Assumption Agreement between the City of Carlsbad Redevelopment Agency and Grain to Green,
Inc. for the lease of public parking spaces to satisfy the parking requirement for the Pizza Port
Restaurant.
2. Assignment and Assumption Agreement between Carlsbad Redevelopment Agency and the
Carlsbad Redevelopment Agency.
3. Public Parking Spaces Lease Agreement, executed June 13, 1995.
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HOUSING AND REDEVELOPMENT COMMISSION RESOLUTION NO. 338
A RESOLUTION OF THE HOUSING AND REDEVELOPMENT COMMISSION
OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING AN ASSIGNMENT
AND ASSUMPTION AGREEMENT BETWEEN THE CITY OF CARLSBAD
REDEVELOPMENT AGENCY AND GRAIN TO GREEN, INC. FOR THE LEASE
OF PUBLIC PARKING SPACES TO SATISFY THE PARKING REQUIREMENT
FOR THE PIZZA PORT RESTAURANT LOCACTED AT 517 CARLSBAD
VILLAGE DRIVE WITHIN THE VILLAGE REDEVELOPMENT AREA.
WHEREAS, on June 13,1995, the Housing and Redevelopment Commission approved a
ten year Public Parking Space Lease Agreement between the Carlsbad Redevelopment Agency
and a California Limited Partnership known as the Carlsbad Village Microbrewery and Public
House to allow the new restaurant known as the Carlsbad Village Microbrewery and Public
House located at 517 Carlsbad Village Drive to meet its total parking requirement; and
WHEREAS, in January of 1997 the original Carlsbad Village Microbrewery and Public
House partnership and restaurant went into receivership and the original partnership was legally
dissolved; and
WHEREAS, a new corporation known as Grain to Green, Inc. assumed ownership of the
subject restaurant business through court proceedings and two of the three original partners,
Vince and Gina Marsaglia, are now operating the subject restaurant and have changed the name
of the restaurant to Pizza Port; and
WHEREAS, Grain to Green, Inc. has been making the lease payments since January of
1997 according to the original Public Parking Spaces Lease Agreement executed on June 13,
1995 in order to meet the parking requirements for the restaurant business located at 517 Carlsbad
Village Drive; and
WHEREAS, the Public Parking Spaces Lease Agreement executed by Carlsbad
Microbrewery and Public House may be assigned to the successors and assigns of Lessee with
approval of the Housing and Redevelopment Commission; and
WHEREAS, the Commission and Grain to Green, Inc. wish to formally assign the
original parking sublease agreement to Grain to Green, Inc. to allow the continued operation of
the Pizza Port restaurant and recognize the change in the name of the lessee and the restaurant
located at 5 17 Carlsbad Village Drive.
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NOW, THEREFORE, BE IT HEREBY RESOLVED by the Housing and
Redevelopment Commission of the City of Carlsbad as follows:
1. The above recitations are true and correct.
2. That the Housing and Redevelopment Commission hereby approves the Assignment
and Assumption Agreement between Carlsbad Redevelopment Agency and Grain to
Green, Inc. for the lease of public parking spaces to satisfy the parking requirement for
the Pizza Port Restaurant located at 517 Carlsbad Village Drive within the Village
Redevelopment Area of the City of Carlsbad.
3. The lease payments received from the subject lease agreement with Grain to Green,
Inc. shall be deposited into the Parking Fund for the Carlsbad Redevelopment Agency
to be used for the maintenance of existing public parking lots, and/or the improvement
or expansion of existing public parking lots, and/or the acquisition of property for,
and/or construction of, new public parking lots within the Village Redevelopment
Area.
4. That the Chairperson of the Housing and Redevelopment Commission is hereby
authorized to execute said Agreement.
PASSED, APPROVED AND ADOPTED at a soecial meeting of the Housing
and Redevelopment Commission of the City of Carlsbad, on the 9th day of January ,
1001 by the following vote, to wit:
AyES: Commission Members Lewis, Kulchin, Finnila, Nygaard and Hall.
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
EXHIBIT 2
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
Public Parking Spaces Lease Agreement
(Carlsbad Village Microbrewery and Public House/Pizza Port)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment
Agreement”) is made and entered into this 17th day of January , 2001 by
and between the CITY OF CARLSBAD HOUSING AND REDEVELOPMENT
COMMISSION, a municipal corporation of the State of California, (“Agency”), and
GRAIN TO GREEN INC., a California Limited Partnership (“Assignee”), and is made
with reference to the following facts:
RECITALS
A. On June 13, 1995, the Agency and Carlsbad Village Microbrewery and
Public House entered into that certain Public Parking Spaces Lease Agreement
concerning the lease of a total of seven (07) public parking spaces from the Agency on
property located at 630 and 632 Carlsbad Village Drive and 2970/76/92 Roosevelt
Street to satisfy a portion of the parking requirements for the restaurant business, (the
“Agreement”).
B. Paragraph 12.7 of the Agreement allows for successors and assigns to be
bound and benefit by the Agreement upon written approval of the Agency.
C. Assignee is the successor in interest to Carlsbad Village Microbrewery and
Public House and desires to accept assignment of Carlsbad Village Microbrewery and
Public House’s interest in the Agreement; and Agency consents to the assignment of
the interest in the Agreement from Carlsbad Village Microbrewery and Public House to
Assignee.
rev. l/28/00
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NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligations set forth herein, the parties hereto agree as follows:
1. Assumption. Assignee hereby assumes all of Carlsbad Village
Microbrewery and Public House’s rights and obligations as set forth in the Agreement.
2. Aoencv Consent. Agency hereby agrees and consents to the
assumption of all of Carlsbad Village Miirobrewery and Public House’s rights and
obligations as set forth in the A~~~~ by AUgnee.
3.
conditions shall Aeeiinment A
. The f&towing wneral terms and
nt.
In addition to; the hold har s pruvl contained
within the t and except as to the so#e negligence, or wiftful rnk@onduct of
Agency, Assignee &tall defend, indemnify and hold the Agerrcy, its ofkers and
employees, h&&rnless from any and all loss, damage, claim for , liability,
expense or cc?& inCluding attorney’s fees, which arises out of or ia in any way
connected with th*k A%@nrnent Agreement, notwithstanding thgtt Agency may have
benefited from this Assignment Agreement. This hold harmleas pruvi8kn shall apply to
any acts or omission& wlilfuf misconduot of negligent conduci, whether active or
passive, on the part of Assign&& -
The parties expressly agree that this section shall survive the expiration or early
termination of this Agreement.
3.2. Counterparts. This Assignment Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute one and the same instrument.
rev. l/28/00
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3.3. Successors and Assigns. It is mutually understood and agreed that this
Assignment Agreement shall be binding upon Agency and Assignee and their
respective successors. Neither this Assignment Agreement or any part hereof nor any
monies due or to become due hereunder may be assigned by Assignee without the
prior consent of Agency.
3.4. Governinq Law. This A$~~nm~nt Agreement shall be governed by,
interpreted under, and construed and enforced in aooordanoe with, the laws of the State
of California.
Arty action at faw or in @qufty bror@ht by r of the parties
hereto for the purpose of enforcing a right or rights provided for by this Assignment
Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego,
State of CatlOfornia, and the parties hereby waive all provisions of law providing for a
change of venue in such proceedings to any other county.
3.6. Nutkm~. Service of any notices, bit& invoices or WI&X documents
required or permitted under this Assignment Agreement shall be ~~~~~~~~ If sent by one
party to the other by United $tates mail, postage prepaid and addre.s@ed as follows:
Assignee: Grain to Green, Inc.
(Pizza Port
C/O Vince Marsaglia
P.O. Box 1697
Carlsbad, Ca. 92018-l 697
3.7. Nondiscrimination. During the term of this Assignment Agreement, the
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rev. l/28/00
parties shall comply with the state and federal laws regarding non-discrimination.
3.8 Authoritv. The parties executing this Assignment Agreement on behalf of
Agency and Assignee each represent and warrant that they have the legal power, right
and actual authority to bind the Agency and Assignee, respectively, to the terms and
conditions hereof.
3.9 Severabilitv. Each provision, term, condition, covenant, and/or restriction,
in whole and in part, in thk Assignment AgreemeM $hall be considered severable. In
the event any provision, term, condRk?n, coven&Q, and /or re&mn, in whole and in
part, in this AssiQn~nt Agreement is ckc&W$ inv&ld, uncorWtutfor#& or void for any
reason, such provision or part thereof shall be severed from thk Assignment
Agreement and &I&M tWt affect any other proWon, term, cond%On, coverkant, and/or
restriction, of thfs Assignment Agreement and the remainder of this Assignment
Agreement &a# oontinue in full force and effect.
3.10 . This Assignment Agreement shag be effective upon the
date and year fW abav@ written.
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rev. l/28/00
ASSIGNEE:
GRAIN TO GREEN, INC., A CALIFQRNIA
CORPORATIQN : ; .-
@rint name/title) /
U,Al!JDE A. LEWIS,
CHAIRPERSON
ATIEST:
(Proper notarial acknowledgment of execution by Contractor must be attached.
(;‘htirman, president or vice-p+sidcnt and secretary, assistant secretary, CFO or assistant
treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified
by the secretary or assistant secrktary under corporate seal empowering the officer(s) signing to
bind the corporation.)
APPROVED AS TO FORM:
RONALD R. FALL, City Attorney
I . BY: _-.. ___---- i-- - I3 f3-
Deputy lity Attorney ----
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CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
State of ta&h
county of c;;?,lm
te
Name, title - e.g., Johnboe, Notary Public
personally appeared B&w /a&& A,& V& ~vl$aG&&-
Name(s) of Signers(s)
Ci Personally known to me QE
p Proved to me on the basis of satisfactory evidence
to be the perso & hose name(s) $/are subscribed to the within instrument and acknowledged to
me that hQl/sl\e/they executed the same inbs&r/their authorized capacity(ies), and that by &/
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
executed the instrument.
The data below is not required by law, however it may prove valuable to persons
retying on the document and couhipreventfiuudulent reattachment of this form.
SIGNATURE AUTHORITY OF SIGNER:
Q INDMDUAL
I$ CORPORATE @FKER( S)
hi%& tw
Title(s)
cl PARTNER
cl L&fiTw
Q GENERAL
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
Q GUARDMNKONSERVATOR
Cl OTHER:
NAME(S) OF PERSON(S) OR &TITY(IES) ~NER IS REPRESENTING:
DESCRIPTION OF ATTACHED DOCUMENT
&-&Jwrrfvd K%tw& w-4 . TITLE OR TYPE OF DOCUMENT
Y
NUMBER OF PAGES
It b w;r 2 1
DATE OF DOCUMENT
SIGNER(S) @HER THAN NAMED hOVJ3:
C
EXHIBIT 3
PUBLIC PARKING SPACES LEASE AGREEMENT
DATED JUNE 13,1995
CITY OF CARLSBAD REDEVELOPMENT AGENCY
PUBLIC PARKING SPACES LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into as of the
/3th dayof Xua& , 19&y by and between the CITY OF CARLSBAD HOUSING AND
REDEVELOPMENT COMMISSION, a municipal corporation, hereinafter referred to as “Owner”,
,and CARLSBAD VILLAGE MICROBREWERY & PUBLIC HOUSE, a California Limited
Partnership,hereinafier referred to as “Lessee”.
RECITALS
WHEREAS, on March 28, 1995, the Owner approved a Major Redevelopment Permit to
allow Lessee to construct a restaurant and microbrewery on property located at 571 Carl&ad Village
Drive within the Village Redevelopment Area of the City of Carlshad; and
WHEREAS, as a condition of approval of Redevelopment Permit 94-07 and Coastal
Development Permit 94-08, the Owner and Lessee agreed to enter into a Public Parking Space Lease
Agreement for the purposes,of providing parking opportunities for the approved restaurant and
microbrewery; and
WHEREAS, the Lessee agrees to lease a total of seven (07) public parking spaces from the
Owner on property located at 630 and 632 Carlsbad Village Drive and 2970/76/92 Roosevelt Street
all upon the terms and conditions of this Lease.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, Owner and Lessee hereby agree as follows:
1. PREMISES.
The Owner hereby leases to Lessee seven (07) public parking spaces from those certain
premises (the “Premises”) described on Exhibit “A” attached hereto located at 630 and 632 Carlsbad
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, Vii&e Drive and 2970/76/92 Roosevelt Street; APN 203-304-09 and 20, Carlsbad, California, where
a public parking lot is located. The seven parking spaces will not be in a specific location within the
Premises. The Owner shall operate, manage, equip, landscape, light, repair, clean and maintain the
Premises in a neat, clean and orderly condition, in compliance with all laws, and shall repair any
damage thereto which may occur as a result of Lessee use of said Premises. Owner agrees to allow
the public to use the Premises in the same manner as a public parking lot subject to Leesee’s duty to
reimburse Lessor pursuant to Paragraph 6. Lessee agrees not to impede this public use in any
manner.
2. TERM.
2.1 Term. The term of this Lease shall be for ten (10) Lease Years commencing on the
Commencement Date as detined below (the “Term”). If Lessor determines that Lessee has
permanently ceased the use described in Redevelopment Permit 94-07, the Owner or Lessee may
terminate this lease by delivering written notice to other party at least thirty (30) calendar days prior
to the effective date of termination; provided, however, such termination shall not affect the
indemnity agreement in Paragraph 4.
2.2 Commencement Date. The Commencement Date shall be the date of issuance of any
Certificate of Occupancy by the City of Carlsbad to the Lessee for the Carlsbad Village Brewery and
Public House as approved in Redevelopment Permit 94-07. No certificate of occupancy shall be
;lppr(jvd until this Lease has been approved and executed by the Owner. The “Lease Year” is a
period consisting of twelve (12) full calendar months commencing with the first day of a calendar
month on or after the Commencement Date and ending one (01) year thereafter.
3. RENTAI,.
3. I Rent. Beginning on the Commencement Date, Lessee shall pay to the Owner as rent for
each full calendar month from and after the Commencement Date the sum of Five Hundred Sixty-Five
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. r . Dollars and Fitly Cents ($?* 50) per month during the Term subjecf- the increases to the rent set
, forth in Section 3.2 of this Lease, for a minimum annual rent of Six Thousand Seven Hundred
Eighty-Six Dollars ($6,786). Rent shall be payable in advance upon the first day of each calendar
month beginning on the Commencement Date. The rent for any fractional part of a month following
the Commencement Date and the first day of the first full calendar month subsequent to the
Commencement Date together with the first full calendar month of the Term shall be payable within
fourteen (14) days after the Commencement Date. All rents payable by Lessee shall be paid in lawful
money of the United States without deduction or offset and shall be paid to Owner at its address
pursuant to Section 12.2, or at such other place as Owner may from time to time direct in writing.
3.2 Rent Increases. The rent payable under the Lease shall be minimum of the rent payable
pursuant to Section 3.1 above increased by the method set forth below:
The annual rent set forth in Section 3.1 shall be the rent for the first two (2) years of this Lease.
Assuming an increase in the cost of living, the annual rent shall be adjusted upward at the expiration
of the first two (2) year period and at the expiration of each Lease Year thereafter. The rent
adjustment shall be calculated upon the basis of the Uniter!! States Department of Labor, Bureau of
Lahor Statistics Consumer Price Index of Urban Wage Earners and Clerical Workers, San
Diego Statistical Metropolitan Area Average, all items. Commencing at the end of Lease Year 2, the
rent adjustment shall be effective as of the first day of the first month following the expiration of each
lease year (the “Adjustment Date”). At each Adjustment Date, the annual rent due shall be adjusted
by the percentage increase, if any, between the rent charged the previous year (“Base”) and the Index
published and in effect ninety (90) days preceding the Adjustment Date. In no event shall the rent for
any lease year be less than the rent for the previous lease year. When the adjusted rent is determined,
Owner shall give Lessee written notice of same indicating how the new figure was computed. If at
any Adjustment Date, the Index shall not exist in the same format as recited in this Section, Owner
shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar
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I . * * g&ernmental agency, as ma: - en be in existence and which is, in Ow, s reasonable discretion
most nearly equivalent to the Index.
3.3 Credit Towards In Lieu Fee.
If this Lease is terminated in accordance with the provisions of Paragraph 9 prior to
expiration of its term, because Lessee has elected to pay an in lieu fee instead of providing parking
spaces pursuant to this Lease, then Lessee shall receive a credit for the rent paid under this agreement
in an amount up to, but not in excess of, such in-lieu fee. Owner is not obligated to make any refund
of payment of rents in excess of any future in-lieu fee to Lessee.
4. INDEMNITY.
Lessee shall defend and indemnify and save harmless the Owner
and the City of Carlsbad from all claims, demands, causes of action
or suits of whatever nature arising out of the Lessee’s use of said Premises and/or use of said
Premises by Lessee’s employees, agents, independent contractors, invitees or business patrons, and
from and against all costs, attorney’s fees, expenses and liabilities incurred in the defense of any such
claim or any action or proceeding brought thereon.
5. USE AND COMPLIANCE WITH LAW.
5.1 Parking Lot Use. Lessee shall be allowed to jointly use and occupy the Premises solely
for the purposes of conducting and carrying on the operation of a surface public parking lot and for
no other purpose except as may be approved in writing by the Owner. Owner covenants that during
the Term, the Premises shall be provided as a surface public parking lot and for no other purpose,
unless approved by the Owner and subject to the conditions set forth in Section 5.2 of this Lease. The
Owner may, at its sole discretion, close the subject public parking lot at any time for special city-
approved events, maintenance activities and/or other events/activities which are deemed appropriate
l-~y the City of Carlsbad or the Owner. The Owner shall provide the Lessee with a thirty (30) day
written notice prior to closure of subject public parking lot.
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8. *I . ’ 5.2 Chancres to Lot -‘, If the Owner approves an alternate us - rr the Premises, which is
cot&tent with the Redevelopment Plan, Village Design Manual/Local Coastal Program, and Carlsbad
Village Redevelopment Implementation Plan, at any time during the Term of this Lease, the Owner
shall use its best efforts to designate a total of at least seven (7) comparable public parking spaces to
be located within a reasonable distance of the Carlsbad Village Brewery and Public House as a
substitution for said public parking spaces identified within this Lease. The Owner shall provide the
Lessee with a minimum sixty (60) day written notice prior to initiation of any substitution of public
parking spaces to be covered by this Lease. The Redevelopment Agency has no duty to provide
substitute parking spaces and failure to provide substitute parking spaces shall not relieve lessee of its
duty to provide sufficient parking spaces under section 10 of this lease, the terms and conditions of
the redevelopment permit or City parking ordinances and standards.
6. MAINTENANCE AND REPAIRS.
Lessee shall not cause or permit any waste, damage or injury to said Premises. If damage is
caused by Lessee or Lessee’s employees, agents, contractors, subcontractors or laborers, then all
repairs, replacements and renewals shall be at the Lessee’s expense and at least equal in quality in
material and workmanship to that originally existing on said Premises as of the date of
commencement of the Lease between the Owner and Lessee.
7. ALTERATIONS AND ADDITIONS.
Lessee shall not have the right to make changes or alterations to said Premises, nor in any
event shall the Owner be required to make any alterations, rebuilding, replacement, changes,
additions or improvements or repairs to the Premises during the Term except as specifically provided
in this Lease.
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8. -8 . 8 . INSIJRANCE. -
The Lessee shall file a Certificate of Insurance with the Risk Manager of the City of Carlsbad
in the amount of one million dollars ($1,000,000) and shall indicate that the Carlsbad Redevelopment
Agency and City of Carlsbad are an additional insured. A valid certificate shall be provided annually
to the Risk Manager of the City of Carlsbad and be in effect for each day of the term of this Lease.
9. RENEWAL/TERMINATION OF SUBLEASE.
9.1 Renewal. If agreed upon by both the Owner and Lessee, this Lease Agreement may
he renewed at the end of the ten-year term for an additional ten (10) Lease Years.
9.2 Termination. Termination of this Lease by either party does not relieve the Lessee
from the requirements of the conditions of Redevelopment Permit 94-07.
9.2.1 The Lease will automatically terminate upon termination of Redevelopment Permit 94-
07.
9.2.2 If City or Owner adopt an in lieu parking fee progtam for which Lessee is eligible to
participate, and under which Lessee elects to pay the in lieu fee applicable, Lessee may, upon thirty
(30) days notice, pay such fee and terminate this lease.
10. LESSEE’S OBLIGATIONS.
The parking requirements provided for in Redevelopment Permit 94-07 are those of the Lessee and
the Owner shall not for any period during which the Lessee operates said business be responsible for
any costs in providing said parking. Nothing in this Lease shall affect or waive the obligations of the
Lessee as stated in Redevelopment Permit 94-07 or any other City of Carlsbad permit or approval
granted for Lessee for the said project, or relieve the Lessee from its obligation to comply with City
ordinances and regulations.
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. ( I I’. QtJlET ENJOYME-.
Upon payment by Lessee of the rents provided herein, and upon observance and performance
of all of the covenants, terms and conditions on the part of the Lessee to be performed hereunder,
Owner covenants and warrants that patrons and employees of Lessee may peaceably and quietly enjoy
the use of said Premises for non-exclusive public parking spaces during the term of this Lease.
12. MISCELLANEOUS.
12.1 Waiver. The waiver by either the Owner or Lessee of any breach of any term,
condition or covenant contained herein shall not be deemed a waiver of such term, condition or
covenant on any subsequent breach of the same or any other term, condition or covenant contained
herein.
12.2 Notices. All notices, demands or other writings to be made, given or sent hereunder,
or which may be so given or made or sent by either the Owner or Lessee to the other shall he deemed
to have been given when in writing and personally delivered or if mailed as certified or registered,
and addressed to the respective parties at their addresses set forth below. The Owner or Lessee may
from time to time, by written notice to the other party designate a different address which shall be
substituted for the one specified herein:
Owner LESSEE
City of Carlsbad Carlsbad Village Microbrewery
Housing & Redevelopment Department & Public House
c/o Finance Department c/o Brett Redmayne-Titley
1200 Carlsbad Village Drive 1002 S. Tait Street
Carlshad, CA 92008 Oceanside, CA 92054
12.3 Exhibits. All Exhibits referred to in this Lease and attached hereto are hereby
incorporated herein by reference and made a part hereof as though herein set forth verbatim.
12.4 Time of Essence. Time is hereby expressly declared to be of the essence of this
Lease and of each and every term, condition and covenant hereof which relates to a date or period of
time.
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. ’ 12.5 Constructic The language in all parts of this Lease ,II in all respects be construed
as a whole, according to its fair meaning, and not strictly for or against either the Owner and Lessee.
The article headings in this Lease are for convenience only and are not to be construed as a part of
the Lease or in any way limiting or amplifying the provisions hereof.
12.6 Effect of Invalidity. If any term or provision of the Lease or the application thereof
to any person or circumstances shall, or any extent, be invalid or unenforceable, the remainder of the
Lease, or the application of its term and provisions to persons and circumstances other than those to
which it has been held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.
12.7 Successors and Assigns. The Lease and the conditions and covenants herein shall be
binding and inure to the benefit of the Lessee only and shall not apply to the successors and assigns of
Lessee, unless prior written approval is provided by the Owner. No successor and assigns shall he
permitted in conjunction with this Lease arrangement between the Owner and Lessee, without prior
written approval by the Owner. If approval is granted by Owner, all references in this Lease to
Lessee shall be deemed to refer to and include all permitted successors and assigns of Lessee.
12.8 Consents. Except as expressly provided in this Lease, where the consent or approval
of Owner or Lessee is required in this Lease, such consent or approval will not be unreasonably
withheld nor will the party giving such consent require the payment of any consideration for the
giving thereof. Owner’s request for indemnity by Lessee and/or its successor as a condition of
granting such consent shall not be considered as requiring payment of any consideration for purposes
of this Section.
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12.9 Entire Apret - 2. This Lease and the Exhibits attach1 ,ereto contain the entire
, agreement of the Owner and Lessee with respect to the matters covered hereby, and no other
agreement, statement or promise made by either Owner or Lessee, which is not contained herein,
shall be valid or binding. No prior agreement, understanding or representation pertaining to any such
matter shall be effective for any purpose. No provision of the Lease may be amended or added to
except by an agreement in writing signed by the Owner and Lessee.
12.10 Ouitclaim Deed. At the expiration or earlier termination of this Lease, Lessee shall
execute, acknowledge and deliver to Owner, within five (05) days after written demand from Owner
to Lessee, any quitclaim deed or other document reasonably required by any reputable title company
to remove the cloud of this Lease from the title to the real property which is the subject of this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set forth
LESSEE OWNER
Carlsbad Village Microbrewery
& Public House, a California
Housing and Redevelopment
Commission
Approved as to Form:
d-f&B& * City Attorney
l .,,\* l EXHIBIT “A” -
DESCRIPTION OF PROPERTY
THE LAND REFERRED TO IN THIS SUBLEASE IS SITUATED IN THE STATE OF CALIFORNIA,
COlJNTY OF SAN DJEGO AND IS DESCRIBED AS FOLLOWS:
LOTS I THROUGH 5, IN BLOCK 38 OF THE AMENDED MAP OF THE TOWN OF CARJSBAD, IN
TIfE CITY OF CARLSBAD, COUNTY OF SAN DJEGO, STATE OF CALIFORNIA, ACCORDING TO
MAP THEREOF NO. 775, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DJEGO
COUNTY FEBRUARY 15, 1894.
TAX PARCEL NOS. 203-304-09 AND 203-304-20
Rev 6/J 4195