HomeMy WebLinkAbout1999-075036� � �
RECORDING REQUESTED BY:
City of Arroyo Grande
AFTER RECORDATION, MAIL TO:
City of Arroyo Grande
P.O. BOX SSO
Arroyo Grande, CA 93421
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Space above ihis line for recorder's use
AGREEMENTSURRENDERING LEASEHOLD
This AGREEMENT SURRENDERING LEASEHOLD (hereinafter referred to as the
"Surrender Agreement") is made this 10'" day of August, 1999, by and between the CITY OF
ARROYO GRANDE, a municipal corporation (hereinafter referred to as "CITY"), and SAN
LUIS OBISPO COiJNTY YMCA/5 CITIES YMCA BRANCH (hereinafter referred to as
"LESSEE").
RECITALS
A. CITY is the owner of certain real property (hereinafter referred to as the
"property") located in the City of Arroyo Grande, California, as described in Exhibit "A1"
attached hereto and incorporated herein by this reference.
B. CITY and LESSEE executed a Lease Agreement (hereinafter referred to as the
"Lease") on July 26, 1996, a true and correct copy of which is attached hereto as Exhibit "Bl.'°i'
C. By the terms of the L,ease, City leased the properry to LESSEE for a term of up
to 99 yeazs, beginning on July 23, 1996.
D. LESSEE desires to surrender the Lease and relinquish all right to possession of the
property and to release CITY from its obligations under the Lease.
E. CITY desires to accept LESSEE's surrender and to release LESSEE from its
obligations under the Lease.
NOW, THEREFORE, CITY and LESSEE agree as follows:
TERMS OFSURRENDER
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Doc No: 1999-015036 Rpt No: 00093235
Official Records
San Luis Obispo Co
Jul9e L. Rodewald
Recorder
Oct 19, 1999
Time: 18:00
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1. The above recitals are true and cotrect and incorporated herein.
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2. In consideration of the mutual promises contained in this Sunender Agreement,
LFSSEE agrees to sunender the Lease and relinquish all right to possession of the property as of
August 10, 1999; and CITY agrees to accept LESSEE's surrender of the Lease and relinquishment
of its right to possession of the property; and CITY and LESSEE agree to discharge each other
from all obligations under the Lease, effective as of August 10, 1999.
NOTICES
3. Unless otherwise provided in this Surrender Agreement, any notice, tender, or
delivery to be given under this Surrender Agreement by either party to the other may be effected
by personal delivery in writing or by registered or certified mail, postage prepaid, retum receipt
requested, and shall be deemed communicated as of actual receipt. Mailed notices shall be
addressed as set forth below, but each party may change its address by written notice in
accordance with this paragraph:
CITY: City Manager
City of Arroyo Grande
P.O. Box 550
Arroyo Grande, CA 93421-0550
LESSEE: General Director
San Luis Obispo County YMCA
1020 Southwood Drive
San Luis Obispo, CA 93401
ENTIRE AGREEMENT
4. This Surrender Agreement constitutes the entire agreement between the parties
regarding the surrender of the Lease. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Surrender Agreement are of no force and effect.
Any amendment to this Sunender Agreement shall be of no force and effect unless it is in writing
and signed by the CITY and LESSEE.
BINDING EFFECT
5. This Sunender Agreement shall be binding on and inure to the benefit of the parties
to this Surrender Agreement and their heirs, personal representatives, successors, and assigns.
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In Witness Whereof, the parties have executed this Agreement Surrendering Leasehold as
of the date and year set forth above.
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_..._ ` :�. ..-���� l,(.���1'�'0/�_
v`�L'�.. V�E MORE, DIRECTOR OF
�, / ,i � �ADMINY3Tk,ATIVE SERVICES and
/ i a: , 7�¢?I�[�'GY:(' CLERK
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:. ', �-• . ,; ,APPI2Q�D AS TO FORM:
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' � , LYON &, 4`ARMEL
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CITY OF ARROYO GRANDE
By: ^ , l -
MICHAEL A. LA Y, ayor
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BY:
IMO HY . C RMEL
CITY ATT Y
SAN LUIS OBISPO COUNTY YMCA
By:�ks�ll�.2 , 11 J�:X/vv`
President, Board of Directors
By: � V
Chaiy erson, Five Cities Advisory Committee
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By: r
G eral Direct r
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ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN LUIS OBISPO
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On S<P7�Mb�R 7 , 1999, before me, the undersigned, a Notary Public in and for
said State, personally appeared MICHAEL A. LADY, personally lrnown to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the person or the entiry upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
KftLY VYETMOHE
CqnNpion i 1125008 3
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6y Co,nn. Eq�a Jen 90. 2oot
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Notary Pu ic in and for said County and
State
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN LUIS OBISPO
)
) ss.
)
O� / , 1 9, before e, the undersigned, a Notary Public in and for
said State, p rsonally appeared i�J'�ir �`�� f�(i� , personally known to me
(or proved to me on the basis of satisfactory evi� nce) to be the person whose name is subscribed
to the within instrument and acknowledged to me that ��xecuted the same in er
authorized capacity, and that by l�is/ r gnature on the in ent the person or the entity n
behalf of which the person acted, ex�d the insuvment.
WITNESS my hand and official seal.
w . Karen S. Shackelford
� Comm. #1187742 ;
f— NOTARY PUBIIC - CALtFORNIA :
9AN LUIS OBISPO COUNTV
M Cnmm. Ez Iren June 39, 2002
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Notary Public in and for sai County and
State
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ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN LUIS OBISPO
On ..9a1.�� /z
said State, per os�nally appeared
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) ss.
)
before me_the
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a Notary Public in and for
�, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that�i /sh� executed the same in
(fiy�/h� authorized capacity, and that b}�k�P signature on the instrument the person or the entity
upon ehalf of which the person acted, exec�ited the instrument.
WITNESS my hand and official seal.
,�..._.,__
Karen S. Shackelford
Comm. #1187742 c
`� ` NOThRY PUBLIC • CALIFORNIA :
�Ad! LUIS 0618P0 COUNtt
N!d �bmm. Ex h�� Juno 19, 2002
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ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN LUIS OBISPO
)
) ss.
)
On , 1999, before me, the undersigned, a Notary Public in and for
said State, personally appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person wuose name is suoscribed to
the within instrument and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said County and
State
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. LEGAL DESCRIPTION
�Exhibit A1 to Agreement
Surrendering Leasehold
The City-owned facility is identified as Lot C of Tract No. 1930, in the City of Arroyo Grande,
County of San Luis Obispo, State of California, according to the map thereof, recorded August 2,
1988 in Book 14, page 73 of Maps, in the Office of the County Recorder of said.County, and as
amended by Certificate of Correction recorded February 7, 1989 in Book 3266, page 428 of
Official Records.
Except therefrom an undivided 5/12ths interest in and to ail oil, gas and other hydrocarbon
substances produced on said land, as reserved by William Quaresma, Joseph Quaresma, Edward
Quaresma, Eveline Lovacz (formerly Eveline Quaresma), Ernest Olive and Lucille Olive Simas, in
deed dated January 3, 1952 and recorded January 28, 1952 in Book 643, page 426 of Official
records.
Said surface rights have been relinquished by certain documents recorded December 29, 1977 in
Book 2036, page 749 through 752 of Official records; January 9, 1978 in Book 2039, page 2 of
Official Records; and August 17, 1979 in Book 2178, page 840 of Official Records.
(END OF DESCRIPTION)
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' � � Exhibit 81 to Agreement
� Surrendering Leasehold
LEASE AGREEMENT
TFIIS LEASE entered into on the day of July 2 3 , 1996, by and between the City of Arroyo
Grande, a municipal corporaaon (hereinafter referred to as "City"), and San Luis ObiSpo County
YMCA/5 Cities YMCA Branch, a nonprofit Califomia corporafion (hereinafter referred to as
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RECTTALS
CTTY is the owner of the real property legally described in the attached Exhibit "A" and shown
in the plot plan attached hereto as Fxhibit "B," located within the City of Arroyo Grande, County
of San luis Obispo, State of Califomia (hereinafter referred to as the "Property" which term shall
include all improvements now or hereafter constructed thereon); and
LFSSEE is desirous of leasing the Property for the purpose of constructing and operating
YMCA community center and conducting functions necessary to its operations; and
LESSEE, as of the time of execution of this Lease, has entered into a separate Memorandum of
Understanding (hereinafter referred to as "MOU") with City under which Lessee shall provide
certain specified improvements to the Property within specified time frames and allow public uses
of the Property. A copy of the MOU is attacheci hereto as Exhibit "C" and incorporated herein
by this reference.
NOW, THEREFORE, for good and valuable consideration, City leases to Lessee and Lessee
leases from City the Property, subject to the following terms and conditions:
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Subject to the specific conditions set forth in Paragnphs 3.c. and 3.d. of the MOU, the
term of this Lease shall begin upon the date set forth above and shall condnue for a period
of ninety-nine (99) years thereafter, unless terminated earlier or extended later, as herein
provided.
Notwithstanding the above paragraph, Lessee's occupancy of the Property under this Lease
shall not commence until Lzssee has obtained all insurance required herein and adequate
evidence of such insurance has been submitted to and approved by the City Attorney of
City.
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Lessee agrees to pay City a monetary consideration of $1.00 per year for this Lease and
to construct, operate and maintain on the Property a YMCA community center for
recreational, educational and cultural purposes and uses incidental thereto. No other use
shall be made of the Property without the prior written consent of City. I.essee shall offer
classes and activities at the Property for all ages and shall operate on a nonprofit charitable
basis, such operadon enabling Lessee to maintain i[s tax exempt status under Federal and
State law. As further consideradon for this Lease, Lessee will comply with the specific
requirements of Paragraph 2.e. of the MOU and provide to City, on an annual basis, as
may be requested in writing by City, the following:
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a, A corporate certificate of good standing.
b. Evidence of any licenses required of Lessee to provide community services.
c. An annual report which shall include the number of persons served at the YMCA
community center constructed on the Property and such other information as would
indicate that Lessee is condnuing to utilize the Property for the operadon of a
YMCA community center.
d. An annual audit of the financial condition of the YMCA facility on the Property.
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The subject Property is commonly lmown as 400 West Branch, Arroyo Grande, California,
93420, per the legal descripdon and plot plan which are attached hereto as Exhibits "A"
and "B," respectively, and by this reference incorporated herein.
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a. Lessee assumes the full and sole responsibility for the construction, condition,
operation, repair, maintenance and management of the Property and all improve-
ments thereon. During the term of this Lease, City shall not be called upon or be
required or responsible for the physical performance of any changes, alterations,
additions, improvements or repairs in, on, about the Property, or any part thereof
and City shall not be liable for the cost thereof.
b. Pursuant to Paragraph l.b. of the MOU, the exact location of any improvements
to be constructed on the Property by Lessee shall be mutually agreed upon by the
parties.
c. Lessee will promptly pay and discharge all claims for labor performed, supplies
fumished, and services rendered at the request of L.essee and will keep the Property
free fmm all mechanics' and materialmen's liens. Lessee will provide at least ten
(10) days' prior written notice to City before any labor is performed, supplies ue
fumished, or services are rendered at the Property, and City will have the right to
post notices of nonresponsibility on the Property. If any lien is filed, City may
take any necessary action to remove the lien, and Lessea will pay City any amounts
expended by City, together with interest a[ the applicable interest rate from the date
of expenditure.
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a. Lessee agrees, at Lessee's own expense, to keep the Property including, without
limitation, all improvements constructed on the Property in good condition and
repair, and to deliver to City physical possession of the Property at the end of the
Lease in good condition and repair, reasonable wear and tear excepted. If Lessee
fails, in the reasonable judgment of City, to maintain the Property and all
improvements thereon in good order, City may perform the maintenance and
repairs at Lessee's expense.
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b, Lessee shall pay for any and all costs and expenses in the installation and use of all
utilides.
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So long as Lessee is not in default as provided herein, Lessee shall and may peaceably and
quiefly have, hold and enjoy the Property subject to the right of City and its designees to
enter the Property during reasonable business hours to inspect same and for purposes
connected with City's rights or obligations hereunder and at any time in case of
emergencies.
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a. Upon termination or expiration of this I,ease, Lessee shall prompfly surrender
possession and deliver the Property to City.
b. In the event that Lessee holds over for any reason, in the absence of a written
agreement to the contrary, after the termination or expiration date of the term of
this Lease, such holding over shall be on a month to month tenancy basis upon the
same terms, covenants and condi6ons contained herein that aze consistent with and
not contrary to a month-to-month tenancy, until the tenancy is canceled by either
party or until the I.ease is extended. Any extension shall be made only upon the
express approval of the City Council of City.
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Any of the following events or occurrences shall constitute a material breach of this Lease
by Lessee and, after the expiration of any applicable gnce period, shall constitute an event
of default (each an event of default):
a. The failure by Lessee to pay any amount in full when it is due under the Lease;
b. The failure by Lessee to perform any obligation under this Lease, which by its
nature Lessee has no capacity to cure;
c. T'he failure by Lessee to perform any other obligation under this Lease, if the
failure has continued for a period of ten (10) days after City demands in writing
that Lessee cure the failure. If, however, by its nature the failure cannot be cured
within ten (10) days, Lessee may have a longer period as is necessary to cure the
failure, but this is conditioned upon Lessee's prompUy commencing to cure within
the ten (10) day period and thereafter diligently completing the cure. Lessee shall
indemnify and defend City against any liability, claim, damage, loss, or penalty
that may be threatened or may in fact arise from that failure during the period the
failure is uncured;
d. Any of the following: A general assignment by Lessee for the benefit of Lessee's
creditors; any voluntary filing, petition, or application by Lessee under any law
relating to insolvency or bankruptcy, whether for a declaration of banlmiptcy, a
reorganization, an arrangement, or otherwise; the abandonment, vacation, or
surrender of the PropeRy by Lessee without City's prior written consent; or the
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' dispossession of Lessee from the Property (other than by City) by process of law
or otherwise;
e. The appointment of a trustee or receiver to take possession of all or substantially
all of Lessee's assets; or the attachment, execution or other judicial seizure of ail
or substantially all of Lessee's assets located at the Property or of Lessee's interest
in this Lease, unless the appointment or attachment, execution, or seizure is
discharged within thirty (30) days; or the involuntary filing against Lessee, or any
general partner of Lessee if Lessee is a partnership, of:
(1) A Petition to have Lessee, or any partner of Lessee if Lessee is a partner-
ship, declazed bankrupt, or
(2) A Petition for reorganization or arrangement of Lessee under any law
relating to insolvency or banlmiptcy, unless, in the case of involuntary
filing, it is dismissed within sixty (60) days;
f. The abandonment of the Property by Lessee.
Waiver by City of any default in performance by Lessee of any of the terms,
promises, or conditions contained herein shall not be deemed a continuing waiver
of the same or any subsequent default. In the event any officer, agent or employee
of City shall consent to an act or failure to act in violation of any provisions of this
L.ease, such act or failure to act shall be immediately corrected upon a request from
City in writing.
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In addition to the right to terminate for default, as specified in Section 8, City may
terminate this Lease for unsadsfactory performance, as hereinafter defined, whether or not
such unsatisfactory performance constitutes a default, is the result of Lessee's fault or is
beyond its reasonable control. For purposes of this Section 9, unsatisfactory performance
by Lessee is defined as any one or more of the following conditions:
a. The Property has ceased being used for YMCA purposes;
b. Lessee has ceased providing YMCA program services;
c. The Property is not being operated on a nonprofit charitable basis: or
d. In providing services or otherwise conducting activities on the Property, Lessee has
operated in violation of any statutes, ordinances, rules, regulations or laws of the
United States, the State of California, or the City of Arroyo Grande applicable to
the services or the Property and has failed to cure such violation within a
reasonable time after discovering the violation.
This termination right is retained by City because the objective of this Izase is not to
obtain revenue but to provide community services. Therefore, City reserves the right to
determine whether or not to terminate for unsatisfactory performance, and its reasonable
determination to terminate shall be final and conclusive; provided, however, that any
determination to terminate this Lease under this paragraph shall be preceded by a noticed
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hearing before the City Council of Arroyo Grande, or by such subsidiary body or hearing
officer as it shall designate, upon reasonable notice to Lessee, at which Lessee may be
heard and present witnesses and evidence.
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Except for the active negligence or willful misconduct of City, Lessee undertakes and
agrees to defend, indemnify and hold harmless City and any and all of City's boards,
officers, agents, employees, assigns, and successors in interest from and against all suits
and causes of action, claims, losses, demands and expenses, including, but not limited to,
attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for
death or injury to any person, including Lessee's employees and agents, or damage or
destruction to any propeRy of either party hereto or of third parties, arising in a manner
by reason of, or incident to, the performance of this Lease on the part of Lessee or
sub-lessee of any Uer. ,
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Without limiting Lessee's indemnification of City, Lessee shall procure and maintain, for
the duration of the Lease, insurance against claims for injuries to persons or damages to
property which may arise from or in connecdon with Lessee's operation and use of the
Property. T'he cost of such insurance shall be borne by Lessee.
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Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability coverage
("occunence" form CG 0001);
(2) Workers Compensa6on insurance as required by the State of Califomia and
Employer's Liability insurance;
(3) Property insurance against all risks of loss (including, but not limited to,
fire and earthquake') to the Property, including, but not limited to, any
tenant improvements or betterments. .
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Lessee shall maintain limits no less than:
(1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general
The requirement for earthquake coverage shall be deferred until issuance of a certificate
of occupancy for any building constructed on the Property, subject to availability of such
coverage at a reasonable cost.
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aggregate limit shall apply separately to this projecdlocation or the geneial
aggregate limit shall be twice the required occurrence limit;
(2) Employer's Liability: $1,000,000 per accident for bodily injury or disease;
(3) Property Insurance: Full replacement cost with no co-insurance penalty
provision.
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Any deductibles or self-insured retentions must be declazed to and approved by
City. At the option of City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retendons as respects City, its officers, officiats,
employees and volunteers; or Lessee shall procure a bond guaranceeing payment
of losses and related investigations, claim administration and defense expenses.
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The general liability policy is to contain, or be endorsed to contain, the following
provisions:
(1) City, its officers, officials, employees and volunteers aze to be covered as
insureds as respects: liability arising out of premises owned, occupied or
used by Lessee. The coverage shall contain no special limitations on the
scope of protection afforded to City, its officers, officials, employees or
volunteers;
(2) Lessee's insurance coverage shall be primary insurance as respects City, its
officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by City, its officers, officials, employees or
volunteers shall be excess of Lessee's insurance and shall not contribute
with it;
(3) Any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to City,
its officers, officials, employees or volunteers;
(4) Coverage shall state that Lessee's insurance shall apply separately to each
insured against whom a claim is made or suit is brought, except with
respect to the limits of the insurer's liability;
(5) Fach insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled, reduced in coverage or
in limits except afrer thirty (30) days' prior written notice by certified mail,
retum receipt requested, has been given to City.
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Insurance is to be placed with insurers with a current A.M. Best's rating of no less
than A: VII.
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Lessee shall furnish City with original endorsements effecting coverage required
by this clause prior to commencing any work on or occupying the Property. The
endorsements aze to be signed by a person authorized by that insurer to bind
coverage on its behalf. The endorsements are to be on forms provided by City.
All endorsements are to be received and approve8 by City before work com-
mences. As an altemative to City's forms, Lessee's insurer may provide complete,
certified copies of all required insurance policies, including endorsements effecting
the coverage required by these specifications.
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If any of the required insurance coverage's contain aggregate limits, or apply to
other operations or tenancy of Lessee ouuide this Lease, Lessee shall give City
pmmpt, written notice of any mcident, occunence, claim, setdement or judgment
against such insurance which in Lessee's best judgment will diminish the protection
such insurance affords City. Further, Lessee shall immediately take all steps to
restore such aggregate limits or shall provide other insurance protection for such
aggregate limits.
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City reserves the right at any time during the term of this Lease to change the
amounts and types of insurance required hereunder by giving Lessee ninety (90)
days advance written notice of such change.
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Within the foregoing constraints, Lessee's failure to procure or maintain required
insurance or a self-insurance program shall constitute a material breach of contract
under which City may immediately terminate this Lease or, at its discretion,
procure or renew such insurance to protect City's interests and pay any and all
premiums in connection therewith, and recover all monies so paid from Lessee.
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Lessee shall be responsible for requiring indemnification and insurance from iu
employees receiving mileage allowance, consultants, agents and subcontractors, if
any, in the same amounts and including the same terms as specified herein, to
protect Lessee's and City's interests, and for ensuring that such persons comply
with any applicable insurance statutes.
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Lessee warrants and certifies that in the performance of this Lsase, it shall comply with
all applicable, laws, statutes, rules, regulations and orders of the United States, the State
of California, the County, City , and other public agency that may be applicable to use of
the Property, including, bu[ not limited to, laws and regulations pertaining to labor,
wages, hours, and other conditions of employment and anti-discrimination provisions.
I,essee must comply with all new or revised laws, regulations, and/or procedures that
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appiy to the performance of this I.ease, such data shall be submitted to City for compliance
thereto. These conditions shall be made an integral part of any subcontract arising out of
this Lease.
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No person shall on the grounds of race, religion, color, national origin, or sex, be
excluded from participation in, be denied the benefit of, or be subjected to discrimination
under this program/project. For purposes of this Section 570.601(b) defines specific
discruninatory ackions which are prohibited and corrective action which shall be taken in
situation as defined therein.
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Lessee shall comply with the nondiscrimination laws of the United States of America, the
State of Califomia, and City in performing this Lease, Lessee shall not discriminate in its
employment pracfices against any employee, or applicant for employment because of such
person's race, religion, national origin, ancestry, sex, age, or physical handicap.
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Lessee shall pay and discharge all taxes, general and special assessments, and other
charges of every description which during the term of the Lease shall be levied on or
assessed against the Property and all interest therein including Lessee's leasehold interest
and all improvements and other property thereon, whether belonging to City or Lessee,
or as to which either of them may become liable.
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Lessee shall not assign or transfer this lease or any interest therein, nor sublease, the whole
or any part of the Property and the improvements thereon, without first having obtained
the written consent of City, and any purported assignee, transferee, or sublessee without
such consent shall receive no rights thereby, and said assignment, transfer or sublessee
shall be void and of no force and effect. In giving or refusing consent to the assignment,
hansfer or sublease, City may consider, among other matters, the acavity to be conducted
by the pmspective assignee, hansferee, or sublessee, and whether such activity will fur[her
the objectives for which this Lease is granted, and whether the prospective assignee,
t�ansferee, or sublessee is a charitable organization. City shall not unreasonably withhold
consent for the assignment of this Lease by Lessee to the San Luis Obispo County YMCA,
a non-profit corporation, to be formed for the purpose of operating the YMCA facility to
be constructed on the Property. Upon the effective date of such assignment, Lessee shall
have no fur[her rights or obligations under this Lease, and the San Luis Obispo County
YMCA will assume all such righu and obligations of I.essee.
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Lessee aclmowledges that it is occupying property of a public agency on a temporary basis.
Upon termination of this Lease, upon its expiration or otherwise, Lessee shall not be
entided to receive any compensation or relocation assistance or benefits which may be
provided by the Uniform Relocation Acts or other laws of the United States or of the State
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of California. All improvements constructed on the Property shall, upon expiration or
sooner ternunation of this Lease, become the sole property of Ciry:
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I.essee shall have no right to subject the leasehold estate or the Property to any mortgage,
deed of trust or other security interest.
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In the event the Property or any part thereof shall be taken for public purposes by
condemnation as a result of any action or proceeding in eminent domun, the interest of
City and Lessee in the award or considecation for such t�ansfer, and the effect of the taldng
or t�ansfer upon this Lease, shall be as provided by this Section.
a. In the event the entire Property is taken or so transferred, this L.ease and all of the
right, tifle, and interest thereunder shall cease on the date dtle to such land so taken
or transferred vests in the condemning authority.
b. In the event of the taldng or transfer of only a part of the Property, leaving the
remainder of the Property in such locaaon, or in such form, share, or reduced size
as to be not effectively and practicably usable in the opinion of I.essee for the
purpose of operation thereon of Lessee's business, this Lease and all right, title and
interest hereunder shall cease on the date dde to the land, or the portion thereof so
taken or transferred, vesu in the condemning authority.
c. In the event of such taldng or transfer of only a part of the Properly leaving the
remainder of the Property in such location and in such form, shape, or size as to
be used effecdvely and practicably, in the opinion of Lessee, for the operation
thereof of Lessee's business, this Lease shall continue in full force and effect.
d. A voluntary conveyance by City to a public utility, agency or authority under
�t of a taldng under the power of eminent domain in lieu of formal proceedings
shall be deemed a[aking within the meaning of this Section.
e. Upon operation of this Secrion 19, subsections a. and b., all sums shall be
deposited promptly with a depository agreed to by City and Lessee, as escrow
agent and shall be distributed and disbursed in the following order of priority:
(1) To Lessee any awazd that may be made for the taldng for injury to Lessee's
improvements over the remainder of the L,ease term;
(2) To Lessee any award on account of any costs or loss that Lessee may
sustain in the removal and relocation of Lessee's chattels.
(3) To LesseE any portion of the awud to Lessee for anticipated or lost profits
or damages because of detriment to L.essee's business or any special
damages to Lessee.
(4) To City the balance of the awud.
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20. I�tir�s
Ezcept as otherwise expressly provided by law, all notices or other communications
required or permitted by this Lease or by law to be served on or given to eiUier party to
this I.ease by the other party shall be in wridng and shall be deemed served when
personally delivered to the party to whom they are directed, or in lieu of the personal
service, upon deposit in the United States Mail, certified or registered mail, retum receipt
requested, postage prepaid, addressed to:
Lessee: Mike Mogensen
General Director
San Luis Obispo County YMCA
1020 Southwood Drive
San Luis Obispo, CA 93401
City: Robert Hunt
City Manager
City of Arroyo Grande
P.O. Box 550
Arroyo Grande, CA 93421-0550
Either party may change the address for the purpose of this section by giving written notice
of the change to the other party in the manner provided in this section.
21, Heirc and � rpccorc
This Lease shall be binding on and shall inure to the benefit of the successors and assigns
of City and Lessee.
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Should any provision of this Lease be held by a court of competent jurisdiction to be either
invalid or unenforceable, the remaining provisions of this Lease shall remain in effect,
unimpaired by the holding.
23. F.n ir . r pm n
This instrument wnstitutes the sole agreement between City and Lessee respecting the
Property, the leasing of the Property to Lessee, and the specified lease term, and correcdy
sets forth the obligations of City and Lzssee. Any agreement or representations respecting
the Property or its leasing by City to I.essee not expressly set forth in this insWment are
void.
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Time is of the essence in this Lease.
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T'his I.ease may be modified only in writing and only if signed by the parties at the time
of the modification.
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This I.ease is executed in three duplicate originals, each of wfiuch is deemed to be an
original. This Ixase Agreement includes eleven (11) pages and three (3) aftachments,
which constitute the entire understanding and agreement of the parties.
IN WI7NF5S W�REOF, City has raused this Ixase to be executed for and on its behalf, and
attested to by its City Clerk; and Ixssee has executed the same as of the day and year written
below.
APPROVED AS TO T'ERMS AND CONDITIONS:
EXECUTED THIS z6th DAY OF July , 1996
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BY: �LI�K�C'f �• 7 tz�<��
City Manager
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BY:
'rector, Parks � Recreation
ATTEST:
`7� a,�,�. Q � ���
City Clerk
SAN LUIS OBISPO COUNTY YMCA
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y General Director
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EXHIBIT A
LEGAL DESCRIPTION
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The City-owned facility is identified as Lot C of Tract No. 1930, in the City of Arroyo Grande,
County of San Luis Obispo, State of California, according to the map thereof; recorded August 2,
1988 in Book 14, page 73 of Maps, in the Office of the County Recorder of said-County, and as
amended by Certificate of Correction recorded February 7, 1989 in Book 3266, page 428 of
Official Records.
Except therefrom an undivided 5/12ths interest in and to ail oil, gas and other hydrocarbon
substances produced on said land, as reserved by Wiliiam nuaresma, Joseph Quaresma, Edward
Quaresma, Eveline Lovacz (formerly Eveline Quaresma), Ernest Olive and Lucilie Olive Simas, in
deed dated January 3, 1952 and recorded January 28, 1952 in Book 643, page 426 of Official
records.
Said surface rights have been relinquished by certain documents recorded December 29, 1977 in
Book 2036, page 749 through 752 of Official records; January 9, 1978 in Book 2039, page 2 of
Official Records; and August 17, 1979 in Book 2178, page 840 of Official Records.
(END OF DESCRIPTION)
F
�- EXHIBIT B �
PLOT PLAN ✓
Parcel 1 of Map AG-76-451, in the City of Arroyo Grande, County of San Luis Obispo, State of
California, according to the map filed October 27, 1976 in Book 21, page 20 of Parcel Maps, in the
Office of the County Recorder of said County.
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'SUBJECT PA
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" EXHIBIT C , �
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This Memorandum of Understanding is entered into as of the 2 8 t h day of
June , 1994, by and betweEn the CITY OF ARROYO GRANDE (the "CTTY") and
the SAN LITIS OBLSPO COI7NTY YMCA (the "YMCA").
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This Memorandum of Understanding is eatere3 into with reference to the following
agre� facts:
A. The CITY has indicated a willingness to provide land (the "site") for the I'MCA
to construct a facility within Arroyu Grande, California, described more fully �n F.zhibit "A,"
attached hereto and by this reference incorporated herein• 'Tt►e CiTY contempiates a long-term
ground lease with the YMCA with the YMCA fiilly resQonsible for the cost of construction and
maintenance of the facility to be constructed on the prearises.
B. The YMCA has indicate� a willingness to construct a I'MCA facility on ]and
pursuant to the terms and provisions of this Memorandum of Understanding.
C. The putpose of this Memorandum of Understanding is to identify certain principle
concepts in connection with the construction of a YMCA facility on CTTY ]and in order to
clarify any potendal misunderstandings and W advise each party of the intent of the other party
relative to this project.
NOW, THEREFORE, the parties agree as follows:
1. C� +^ T��? Ground to YMCA. The CITY hereby agrees to enter into a
ground lease wiih the YMCA in order w permit the YMCA to construct a I'MCA facility on
the site. In this regard, the paraes further agree as follows:
a. Size of Land to be Leased. The pazties agree that the size of the space
to be leased to the YMCA for the construction of the I'MCA facility on the site shall be
approximately a five (� acre parcel.
b. I,ocation of I.eased FaciL' Within the Pr000sed Pronertv. The parties
further agree that the proposed YMCA facilities' e�ract location on the site will be mutually
agreed upon by the pazties at a subsequent date.
2. Terms and Provisions of the Ground Ixase. The parties agree t1�at the precise
terms and conditions of the proposed ground lease shall be contained in a formal document
mutually accepiable to counsel for both pazties to be prepared at a subsequent date. The parties
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further agree, however, that the formal lease document shall contain the following terms and
provisions:
a. Lease Term. The term of the proposed ground lease will be ninety-nine
(99) yeazs subject to the conditions stated in Paragraph 3.
b. Rent Payments. Rent to be paid to the CTTY by the YMCA for the
ground to be leased shall be One Dollar ($1.00) per year subject to the conditions stated in
Paragraph 3. The YMCA shall be solely responsible for ffie payment of all costs incuaed in
connection with the construction and operation of its facility.
c. 1►Taintenance Costs and Resnonsib�7iries. The YMCA shall be solely
responsible for all maintenance and repair co�ts and e�penses incurred in .coanection with iu
facility, including the parldng lot for such facility.
d. rost of Co�ctrnction of Facilitv. The facility to be constructed on the
site shall be the sole financial responsibility of the YMCA. The I'MCA further agrees that it
will be responsible for all of the curbs, gutters, sidewalks, roadways and reqirired utility services
w the site prior to the time that the YMCA commences construction of any facility on the site.
However, any assistance the CTTY can provide to aid in this project's realization will be pursued
and appre�iated.
e. Permitted Use of the Facilitv. The facility to be constructed on the site
shall be used by the YMCA solely for purposes consistent with its status as an organ'vation
ezempt from tazaaon under Section 501(c)(3) of the Intemal Revenue Code. The C1TY shall
be entitled to utilize the gymnasium Tuesday and Thursday evenings from 530 P.M. to 10:30
P.M. free of charge. The gymnasium will be used for adult sports (basketball and volleyball)
that aze organized and sponsored by the Arroyo Grande Parks and Recreation Departrnent.
Othez joint YMCA/C1TY considentions will be negotiated and mutually accepiabie terms
determined at a subse�uent date. Subject to CTTY's express written consent, in the event the
YMCA ceases to utilize the facility, it may transfer its interest in said facility and its rights,
duties and obligations under the lease with the CTTY to any other organizatioa that has been
ruled to be exempt from income taxation under Section 501(c)(3) of the Internal Revenue Code,
as amended from time to time.
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F�ccept as otherwise specified herein, the YMCA will be solely responsible for
de+Prm;ning how its facility shall be utilized but agrees to exert iu best effort to accommodate
other C1TY uses of the facility and grounds on tetms to be mutually agreed upon.
f. Indemnification. YMCA agrees W indemnify and hold CTi'Y harmless
from any and all damage arising from YMCA's use of the site.
3. �� of Construction of the Facilitv. The determination of whether and when
the YMCA shall commence construction of a facility upon the site shall be solely within the
discreaon of the YMCA subject to the following:
a. F'mances for Construction. No construction on the site w+ill be initiated
by the YMCA unless it believes (in its sole discretion) that sufficient funds aze available to be
conhibutefl to it for the completion of any portion (or phase) of the facility before such
consuuction commences. The YMCA does not intend to borrow money to constract this
facility. It must believe that sufficient contributions have been pledged to complete any phase
of the facility before it will enter into any binding contracts to commence construction.
b. Needs Asscssment. No portion or phase of the proposed facility will be
commenced without the completion of a nceds assessment study of the YMCA to ensune that the
facility to be constructed is adequate/appmpriate to meet the then perceived nee�s by the
community. The exact size and component parts of each phase will be determined solely by the
YMCA based upon such needs assessment study and the YMCA's ability to raise sufficient
capital to construct the improvements desired.
c. PLase One. The establishment of a presence on the site is critical, in the
apinion'of the YMCA, for a successful capital campaign which will raise the funds necessazy
to commence construciion of the facility. The YMCA will exert its best efforts to construct a
3- 6,000 square foot multipurpose facility on the site within two (2) years of this Memorandum
of Understanding. This facility will be incorporated into subsequent phases and provide the basis
for community progiamming and to increase community visibility. If Phase One is not
completed within seven (%) years of the effective date of the agreement implemenGng this
Memorandum of Understanding, any or all rights of the YMCA hereunder or under such
agreement, ground lease or related documents shall immediately tenninate. The YMCA s6all,
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upon C1TY's request, ezecute a quitclaim deed and any other instrument necessary to clearly
ternunate its interest in the site.
d. Phase Two. The YMCA believes that construction of Phase Two of the
proposed facility will commence approximately three (3) years following the completion of Phase
One. Phase Two of the proposed facility shall include the construction of a gymnasium, two (2)
weight rooms, aerobics ezercise rooms, a Youth Center, a community general purpose room and
office space with appropriate paved parldng lot, within a one to two year period. If Phase Two
is not completed within twelve (12) years of the effective date of the agreement implementing
this Memorandum of Understanding, the term of the proposed ground lease shall be for thirty
(30) years.
e. Phase Three. Phase ThreE of the proposed facility may be commenced
three (3) to four (4) years following compleaon of Phase Two. Phase Three of the facility is
envisioned to include a siz (� lane twenty-five (25) meter indoor pool.
f. Phase Four. Phase Four of the proposed facility may add threE (3)
racquetball/handball courts and additional office and administrative space to the facility.
4. �rther Coo�eration bv the Parties. The parlies agree to cooperate in
conneciion with the proposed lease and construction of a proposed YMCA facility and W ezert
their best efforts to accomplish the goaL4 and objectives of this Memorandum of Undersranding.
In this regazd, the parties agree to execute such documents as may be reasonably requested by
either party to verify and ratify the teans and provisions set forth in this Memorandum of
Understanding and such other documents as may subsequently be ageed to by the par�es relative
to this project.
5. Program Cooperation. The parties agree that the City inteads to conduct adult
sports programs in the gymnasium and the YMCA will concentrate on youth sports for the
community. A committee composed of equal CITY and YMCA volunteers will meEt twice
yearly to address progiam plans, to negotiate a resolution if conflicts should occur, and to
prevent program duplications.
This Memorandum of Understanding is intended to be a non-binding statement of the
terms of a propose� agreEment. It is subject to the preparation and agreement by the parties and
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their respective counsel of documents reflecting complete terms and conditions, including those
set forth herein.
IN WITTIFSS WF�REOF, the parties have executed this Melhorandum of Understanding
as of the date and year set forth hereinabove.
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, Pazks an� Recreation
ATTEST:
`���. Cc' �
ciry clerk
SAN LLT��OBISPO COUNTY YMCA
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Executive Director
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EXHIBIT "A"
DESCRIPTION
Lot C of Tract No. 1930, in the City of Arroyo Grande, County of San Luis
Obispo, State of California, according to the map thereof, recorded August 2,
1988 in book 14, Page 73 of Maps, in the Office of the County Recorder of
said County, and as amended by Certificate of Correction recorded February 7,
1989 in Book 3266, Page 428 of Official Records.
Except therefrom an undivided 5/12ths interest in and to all oil, gas and
other hydrocarbon substances produced on said land, as reserved by William
Quaresma, Joseph Quaresma, Edward Quaresma, Eveline Lovacz, formerly Eveline
Quaresma, Ernest Olive and Lucille Olive Simas, in deed dated January 3, 1952
and recorded January 28, 1952 in Book 643, Page 426 of Official Records.
Said surface rights have been relinquished by certain documents recorded
December 29, 1977 in Book 2036, Page 749 through 752 of Official Records;
January 9, 1978 in Book 2039, Page 2 of Official Records; and August 17, 1979
in Book 2178, Page 840 of Official Records.
(END OF DESCRIPTION)
END OF DOCUMENT