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HomeMy WebLinkAbout1990-002 Business Improv. - Downtown Parking Lot t LEASE WITH OPTION TO PURCHASE THIS LEASE is made this 1st day of February, 19 90, between STINCHFIELD FINANCIAL SERVICES, INC. , a California corporation (hereinafter referred to as "Landlord") , whose address is 7350 El Camino Real, P.O. Box 989, Atascadero, California 93423 , and the CITY OF ATASCADERO, a municipal corporation of the state of California (hereinafter referred to as "Tenant") , whose address is 6500 Palma Avenue, Atascadero, California 93422 , who agree as follows: This lease is made with reference to the following facts and objectives: A. Landlord is the owner of the premises described in Exhibit "A" attached hereto and incorporated herein by reference, which consist generally of two unimproved parcels of approximately 2 , 250 square feet each. B. Tenant is willing to lease the premises from Landlord pursuant to the provisions stated in this lease. C. Tenant wishes to lease the premises for purposes of constructing and operating a public parking lot. D. Tenant has examined the premises and is fully informed of their condition. NOW, THEREFORE, it is hereby agreed by and between the parties as follows: 1 a' 1. Premises. Landlord leases to Tenant and Tenant leases from Landlord the real property located in the City of Atascadero, County of San Luis Obispo, State of California, described in Exhibit "A". 2 . Ingress and Earess. Tenant shall have full and unimpaired access to the premises at all times. 3 . Term. The term of this lease ` hall be for a period of three (3) years, and shall commence August 1, 1990 and shall expire July' 31, 1993. 4 . Rent. � enant shall pay to Landlord as minimum monthly rent, without deduction, setoff, prior notice, or demand, the sum of Four Hundred Dollars ($400. 00) , which sum is subject to possible adjustment as provided in Paragraph 6, per month, in advance, on the first day of each month, commencing on the date the term commences, and continuing during the term. Minimum monthly rent for the first month or portion of it shall be paid on the day the term commences. Minimum monthly rent for any partial month shall be prorated at the rate of 1/30th of the minimum monthly rent per day. All rents shall be paid to Landlord at the address to which notices to Landlord are given. 5. Negation of Partnership. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this lease. 6. Real Property Taxes. Tenant shall pay all increases in real property taxes, whether the increases result from 2 V' fir►' increased rate and/or valuation levied and assessed against the premises, over and above those real property taxes levied and assessed against the premises for the base year, which is 1989.-90. Each year Landlord shall notify Tenant of the real property taxes, and together with such notice shall furnish Tenant with a copy of the tax bill, including the tax bill for the base year. Tenant shall reimburse Landlord for the increase in the real property taxes semi-annually, not later than ten (10) days before the taxing authority's delinquency date or ten (10) days after receipt of the tax bill, whichever is later. 7. Use. Tenant shall use the premises for the construction, operation, and maintenance of a parking lot, open to the public on a nonexclusive basis, and for no other use without Landlord's consent. Tenant shall have the right to make all improvements deemed by Tenant to be necessary to grade, level, prepare, pave, stripe, landscape, and any other activities incident thereto, the premises for public parking on a nonexclusive basis for the benefit of the downtown area. 8. Maintenance. Tenant, at its cost, shall maintain, in good condition, all portions of the premises, including, without limitation, all Tenant's personal property, and any improvements made by Tenant to the premises. 9. Mechanics' Liens. Tenant shall pay all costs for construction done by it or caused to be done by it on the 3 premises as permitted by this lease. Tenant shall keep the premises free and clear of all mechanics' liens resulting from construction done by or for Tenant. 10. Exculpation of Landlord. Landlord shall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause. Tenant waives all claims against Landlord for damage to person or property arising for any reason, except that Landlord shall be liable to Tenant for damage to Tenant resulting from the acts or omissions of Landlord or its authorized representatives. 11. Indemnity. Tenant shall hold Landlord harmless from all damages arising out of any damage to any person or property occurring in, on, or about the premises, except that Landlord shall be liable to Tenant for damage resulting from the acts or omissions of Landlord or its authorized representatives. Landlord shall hold Tenant harmless from all damages arising out of any such damage. A party's obligation under this paragraph to indemnify and hold the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. 12 . Public Liability and Property Damage Insurance. Tenant, at its cost, shall maintain public liability and property damage insurance with a single combined liability limit of $1, 000, 000. 00, and property damage limits of not less than $100, 000. 00, insuring against all liability of Tenant and 4 its authorized representatives arising out of and in connection with Tenant's use or occupancy of the premises. All public liability insurance, and property damage insurance, shall insure performance by Tenant of the indemnity provisions of Paragraph 11. 13 . Assignment. Tenant shall not voluntarily assign or encumber its interest in this lease or in the premises, or sublease all or any part of the premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the premises, without first obtaining Landlord's consent. Any assignment, encumbrance, or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this paragraph. Notwithstanding any of the above provisions, Tenant shall have the right, without Landlord's consent, to assign this lease and the option provisions of Paragraph 18 to the Atascadero Business Improvement Association ("BIA") , or a public agency or nonprofit organization, for the purpose of providing public parking on a nonexclusive basis, within a period of three (3) years from the commencement of this agreement. 14 . Landlord's Entry on Premises. Landlord and its authorized representatives shall have the right to enter the 5 wrr�' premises at all reasonable times for any of the following purposes: a. To determine whether the premises are in good condition and whether Tenant is complying with its obligations under this lease. b. To do any necessary maintenance and to make any restoration to the premises that Landlord has the right or obligation to perform. Landlord shall conduct its activities on the premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance, or disturbance to Tenant. 15. Landlord's Title to Premises. Landlord represents to Tenant that Landlord has full authority to enter into this lease and that Landlord has fee title to the premises. 16. Notice. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth in the introductory paragraph of this lease. Either party may change its address by notifying the other party of the change of address. 6 17. Recordation. This lease shall not be recorded, except that if either party requests the other party to do so, the parties shall execute a memorandum of lease in recordable form setting forth the relevant provisions of this lease. 18. Grant of Option to Tenant. Landlord grants to Tenant the option to purchase the premises in accordance with the provisions of this lease, as long as Tenant is not in default at the time Tenant exercises the option. 19 . Option. Tenant shall have the right to exercise the option to purchase at any time during the term of this lease. 20. Method of Exercising Option. Tenant shall exercise the option by giving notice ("option notice") to Landlord within the option period as set forth in Paragraph 19. 21. Purchase Price. The purchase price of the premises shall be Forty Thousand Dollars ($40, 000. 00) , payable in accordance with Paragraph 22 . 22 . Method of Payment. Tenant shall pay to Landlord a cash down payment, in lawful money of the United States, Five Thousand Dollars ($5, 000. 00) upon exercise of the option. The remainder of the purchase price shall be payable to Landlord by Tenant at close of escrow (the date the grant deed is recorded as provided in Paragraph 24 . 23 . Title to Premises. Landlord shall deliver to Tenant an executed grant deed in recordable form conveying the premises. Title to the premises shall be conveyed by Landlord to Tenant free and clear of all liens, encumbrances, 7 covenants, conditions, restrictions, easements and rights-of- way of record, leases or other tenancy agreements, and any other matters of record, except current taxes, a lien not yet delinquent, those portions of current assessments not yet due and payable, anything of record or not of record that in any way affects title to the premises resulting from the acts or omissions of Tenant, and those items in Exhibit "B". 24 . Escrow. The sale shall be consummated through an escrow with Ticor Title Insurance Company, San Luis Obispo, California ("Escrowholder") , to be opened within ten (10) days after the option notice has been given to Landlord. Escrow shall be deemed to be opened under this paragraph on the date the escrow number is obtained. The parties shall execute all documents required by Escrowholder as long as they are consistent with the provisions of this lease. Escrow shall close within thirty (30) days after the option notice has been given to Landlord. Escrow shall be deemed to be closed pursuant to this paragraph on the date the grant deed is recorded. 25. Title Insurance. At the close of escrow, Escrowholder must be prepared to issue a CLTA standard coverage policy of title insurance in the amount of the purchase price insuring title to the premises vested in Tenant subject only to the matters set forth in Paragraph 23 . 26. Closing Costs. Transfer taxes and recording fees on the deed shall be paid equally between the parties. The cost 8 of the title policy referred to in Paragraph 25 shall be paid by Landlord-Seller. Charges of escrow and all other closing costs shall be paid equally between the parties. 27. Nonassignability of Option. Tenant shall not assign its interest, or any portion of its interest, in the option granted by Paragraph 18, except as provided in Paragraph 13, without Landlord's consent. 28. Close of Escrow; Termination. On close of escrow, this lease shall terminate, and the parties shall be released from all liabilities and obligations under this lease. 29 . Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. 30. Holding Over. Any holding over of tenancy by Tenant beyond the term of this lease, with the express or implied consent of Landlord, shall be a month-to-month tenancy only, unless otherwise specifically agreed upon in writing by Landlord and Tenant. 31. Default. Tenant agrees (i) that should default be made in the payment of any rents herein reserved, or (ii) should Tenant fail to perform or observe any other covenant, condition or agreement herein contained (other than nonpayment of rent) and such default continues for a period of ten (10) days after written notice thereof, or (iii) should the leased 9 premises be vacated or abandoned, Landlord may, at its option, (a) remain out of possession of the leased premises and continue to enforce all of the terms and conditions of this lease, which shall include the right to recover from Tenant each installment of rent as it becomes due, or (b) enter upon and repossess the leased premises and terminate this lease and all rights of Tenant under it and to the leased premises. Tenant agrees that re-entry by Landlord shall not release Tenant from any liability which would otherwise attach or accrue under this lease or for any loss, damage or liability which Landlord may suffer prior to termination of this lease. In the event of any default as aforesaid, Landlord may pursue any of the foregoing remedies or seek any other remedy or enforce any right to which Landlord may by law be entitled. 32 . Termination by Tenant. Tenant may terminate this agreement at any time, without cause, upon the giving of sixty (60) days advance written notice to Landlord. 33 . Time of Essence. Time is of the essence of each provision of this lease. 34 . Consent of Parties. Whenever consent or approval of either party is required, that party shall not unreasonably withhold such consent or approval. 35. Successors. This lease shall be binding on and inure to the benefit of the parties and their successors, assigns, and personal representatives. 10 *400 36. Integrated Agreement; Modification. This lease contains all the agreements of the parties and cannot be amended or modified except by a written agreement. IN WITNESS WHEREOF, the parties have executed this lease ire-dtq3-L1�-a-the day and year first above written. LANDLORD: STINCHFIELD FINANCIAL SERVICES, INC. , a California corppr�tioij By ti t0, JAC ,\ST114CHFIELD V-:�s TENANT: CITY OF ATASCADERO, a municipal corporation By R01arlN DEXTER, Mayor DATED: 1/23/90 ATTEST: BOYD 6C. SHAR TZ, Cityk APPROVED AS TO FORM: APPROVED AS TO CONTENT: [A/ � z ARTHER R. 0 AHDO RA N SOR, City Manager City Attorney JGJ: fr/8/3/89 C:LSATA695 11 err *moo Exhibit "A" Property Description Lots 23 and 24 in Block MF Atascadero, in the City of Atascadero, County of San Luis Obispo, State of California, according to Amendment "W" to map of Atascadero, filed for record August 7, 1929 in Book 4, Page 67D of Maps. Said land is also shown on Licensed Survey filed for record July 12, 1982 in Book 43, Page 26 of Record of Surveys. 12 Exhibit "B" Easements, Rights, Rights-of-Way, Covenants, Conditions and Reservations of Record 1. Such rights, rights-of-way, and easements as were granted to Atascadero Mutual Water Company by deed recorded in Book 113 , at Page 56 of Deeds. 2 . Rights, rights-of-way, easements, conditions, restric- tions, covenants, and reservations imposed by deeds for other lots in said tract as part of a general plan for the improvement thereof, one of which was: Recorded: November 13 , 1925 in Book 7, Page 286 of Official Records. Executed by: The Atascadero Estates, Inc. , a corporation. Which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. Excluding and omitting, however, any such covenant or restriction based on race, color, religion, or natural origin (if any) contained in the instrument above referred to. 13