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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 Page 2 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. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 c 27 < 28 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 -1 - 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 -2 - 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 -3 - 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. -4 - 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 ---- rev. l/28/00 -5 - 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 Rev 6114195 , 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 Rev 6/14/95 2 . 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 Rev 6/14/9$ 3 - 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. Rev 6114195 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. Rev 6114195 5 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. Rev 6114195 6 . ( 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. Rev 01 I4f’)S - . . rc- . ’ 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. Rev 6/ 14195 8 - I ” ..- l 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