HomeMy WebLinkAbout07/25/1995, C-2 - REQUEST OF CONGREGATIONAL CHURCH TO BUY LAND ADJACENT TO THE LAGUNA LAKE GOLF COURSE ���V�I�N���IIIII��IIIIIII�IIII "J 1" MEETING DATE:
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u IU Q San l(,lIs QgISpQ July 25, 1995
COUNCI AGENDA REPORT ITEM N
FROM Paul LeSa e, Parks and Recreation Director
SUBJECT: Request of Congregational Church to Buy Land Adjacent to the
Laguna Lake Golf Course
CAO REOONEWMATION:
I. Adopt a resolution authorizing the sale of a portion of the Laguna Lake Golf Course
property (8,450 sq. ft.) to the Congregational Church-United Church of Christ for
$20,000.
DISCUSSION:
On September 20, 1994, the City Council approved, in concept, the sale of a portion of
Laguna Lake Golf Course to the Congregational Church-United Church of Christ. The
purpose of this sale was to allow the church to construct a building on site and, in
cooperation with Adcare (on May 25, 1995, Adcare was renamed LifeSpan [Attachment #9]),
offer a Senior Citizens Day Care Program (Refer to Attachment #2).
Council's approval of the sale was conditioned by these factors:
1. The City would receive fair market value for the sale of the property.
2. The Congregational Church and LifeSpan would enter into a formal, long-term
agreement, ensuring that Senior Day Care services would be provided
3. The City would be indemnified from legal action resulting from the sale.
4. The City would have emergency access to the golf course through the church
parking lot.
5. There would be no adverse impacts on golf course operations.
After a lengthy and intense series of negotiations, the conditions of the sale have been met to
the satisfaction of the staff and church representatives.
CIL o�'
����►�►�u�iuIIIIIIi�P�' ��UIU City Of San tuIS OBISpo
COUNCIL AGENDA REPORT
SALE PRICE: The sale price of this property was based on an appraisal conducted by Coast
Appraisal Services.
DAY CARE PROGRAM: The Memorandum of Lease between the Church and LifeSpan, as
conditioned in Paragraph 10 A, Page 5 of the Purchase and Sale Agreement, is included in
Attachment#2. The lease calls for a minimum 25-year agreement between the Church and
LifeSpan for the provision of Senior Day Care services.
GOLF COURSE OPERATIONS: As is noted in Paragraph 10 C, Page 6 of the Agreement,the
Church will relocate golf course water and electrical lines off the sale property at its own cost.
Paragraph 10 H, Page 7, ensures that the church will take appropriate safety precautions to
protect the property from golf course operations. These actions are subject to the approval of the
Parks and Recreation Director.
EMERGENCY ACCESS: An emergency vehicle gate and fire lane are provided in Paragraph 10
B, Page 5 of the Agreement.
INDEMNIFICATION: Terms of the Purchase and Sale Agreement, specifically Paragraph 10 G,
Page 6, indemnify the City from liability claims arising from injuries to persons or property
damage connected with the sale property which might arise from the operation of the golf course.
The Agreement also allows the City to use the facility for senior programs (Paragraph 10 F, Page
6).
With these conditions having been met and a Sale and Purchase Agreement agreed to, staff can
now recommend that the sale take place. The affect of the sale will be the provision of a
valuable service to frail and elderly citizens in our community.
The sale of park land is not an action to be taken lightly. As is pointed out in the Park and
Recreation Element,the sale of park land can only occur in cases where a need cannot otherwise
be met. This sale meets that criteria.
The proceeds from the sale will allow for improvements at the golf course that could increase the
effectiveness of operations.
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����i�i���IUIIIIIIINh ���lll city of San IWS OBISp0
COUNCIL AGENDA REPORT
CONCURRENCES:
1. The Planning Commission reviewed the project on July 12, 1995, and found it to be
consistent with the General Plan (Attachment #5).
2. The Housing Authority has declined the acquisition of this property (Attachment #6).
3. The Parks and Recreation Department has declined the acquisition of this property
(Attachment #7).
4. A CEQA finding indicates that the sale of this property will not have a significant
affect on the environment (Attachment #8).
5. This action is consistent with the Parks & Recreation Element/Master Plan Policy:
"2.25.6 Prom - Lease or sale of City-owned park land will be discouraged unless
such an action meets a demonstrated need which cannot otherwise be met" and
"2..26.7 Program - Future senior service needs that exceed the capacity of the
existing center will be facilitated by developing a cooperative agreement for the use of
the AdCare Center (now Lifespan) at the Congregational Church located on Los Osos
Valley Road."
FISCAL IMPACT:
Funds from the purchase price will be deposited into the Golf Course enterprise fund and
will be used for improvements to Golf operations. The resulting improvements will be
accomplished with the intent of reducing operating costs of the course.
Attachments:
#1 Resolution
#2 Sale and Purchase Agreement (with Exhibits A'through D)
#3 Location Map
#4 Site Map
#5 Planning Commission Review
#6 Housing Authority Review
#7 Parks & Recreation Review
#8 CEQA Finding
#9 Change of Name
l e'cv02`3
RESOLUTION NO. (1995 Series)
A RESOLUTION AUTHORIZING THE SALE
OF A PORTION OF LAGUNA LAKE GOLF COURSE TO
CONGREGATIONAL CHURCH-UNITED CHURCH OF CHRIST
WHEREAS, the Congregational Church-United Church of Christ and LifeSpan of San
Luis Obispo desire to conduct a Senior Day Care Program at the church property; and
WHEREAS, the existing church property is not large enough to allow for the
construction of a building on site for the Senior Day Care Program; and
WHEREAS, the Laguna Lake Golf Course, adjacent to the church, has sufficient
surplus land to allow for the construction of a building; and
WHEREAS, the Congregational Church-United Church of Christ and LifeSpan have
entered into an Agreement to provide the LifeSpan Service at the church site; and
WHEREAS, the City is indemnified from legal action resulting from the sale; and
WHEREAS, this transaction has received an Environmental Review which determined
there are no environmental impacts on the portion of the property in question; and
WHEREAS, there are no adverse impacts on the operations of Laguna Lake Golf
Course, and the sale will promote an important public purpose in allowing the establishment of
a much needed Senior Day Care Program;
NOW THEREFORE BE IT RESOLVED that the Council of the City of San Luis
Obispo authorizes the sale of a portion of Laguna Lake Golf Course, as identified by the legal
description of the property, to the Congregational Church-United Church of Christ for a sum
of$20,000, as set forth in the Agreement attached hereto as Exhibit "A," and authorizes the
Mayor to execute the agreement on behalf of the City.
On motion of , and seconded by
and on the following roll call vote: '
AYES:
NOES:
ABSENT:
ATTACHMENT #1
Resolution No. (1995 Series)
Page 2
the foregoing resolution was adopted on this day of 1995.
Allen Settle, Mayor
ATTEST:
Diane Gladwell, City Clerk
APPROVED AS TO FORM:
#Je In, AIttey
RECORDINC REQUESTED BY
CITY OF SAN LUIS OBISPO
WHEN RECORDED MAIL TO:
City of San Luis Obispo
Attn: Paul LeSage
860 Pacific Street
San Luis Obispo, CA 93401
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT constitutes an agreement by
which the CITY OF SAN LUIS OBISPO, a chartered municipal
corporation of the State of California ("Seller" and/or "City")
agrees to sell, and THE CONGREGATIONAL CHURCH - UNITED CHURCH OF
CHRIST, a Not For Profit California Corporation (Buyer" and/or
"Church") , agrees to purchase that certain real property
("Property") legally described in the attached Exhibit "A", which
is incorporated herein as thought fully set forth.
The terms and conditions of this Agreement are as follows:
1. Purchase and Sale. Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller, the property upon the terms
and conditions as following.
2. Purchase Price. The purchase price of the Property is
Twenty thousand Dollars ($20, 000.00) .
3 . Payment of Purchase Price. Buyer shall pay the purchase
price in full upon the transfer of the Property as specified in
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ATTACHMENT #2
this Agreement.
4. Lot Line Adiustment. The Seller shall provide all
necessary legal descriptions to be included in the deed, and a lot
line adjustment.
5. Conditions of Title. Fee simple absolute title to this
Property shall be conveyed by Seller to Buyer by grant deed in the
form set forth in Exhibit "B" to be fully executed and acknowledged
by Seller subject only to the following conditions of title:
A. Matters affecting the Conditions of Title created
by, or with the written consent of Buyer.
B. Prior to transfer of the Property, Seller shall
deliver to Buyer a Preliminary Title Report evidencing the
willingness of a Title insurer to provide a policy of title
insurance (C.L.T.A. or equivalent) in the amount of the purchase
price showing title to the property vested in Buyer.
6. Costs and Expenses. The cost and expense of the title
report and insurance policy to be issued in favor of the Buyer as
in paragraph 5(B) above, shall be paid by Seller. The cost of
drafting documents necessary to this transaction shall be borne by
the party responsible for furnishing the document. Recording fees
shall be borne by the Buyer.
7. Default. Seller agrees that if this sale is not
completed due to fault of Seller, Buyer may, at its option
terminate this Agreement without any liability. Buyer shall not be
entitled to recover any of its out of pocket expenses.
a. Notices. All notices or other communication required or
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permitted shall be in writing, and will be personally delivered or
sent by registered or certified mail, return receipt requested, at
the following addresses:
Seller: City of San Luis Obispo
Attn: Paul LeSage
860 Pacific Street
San Luis Obispo, CA 93401
Buyer: The Congregational Church -
United Church of Christ
Attn: Moderator
For Location: 11245 Los Osos valley Road
San Luis Obispo, CA 93405
For Mail: P.O. Box 3559
San Luis Obispo, CA 93403
Notice shall be deemed given as of the time of personal delivery or
forty-eight (48) hours following deposit in the United States Mail.
Notice of change of address shall be given by written notice.
9. Seller's Representations and Warranties.
A. In addition to any express agreements of Seller
contained herein, the following constitute representations and
warranties of Seller which shall be true and correct as of the
transfer of title (and the truth and accuracy of which will
constitute a condition to the Buyer accepting the transfer of
title) :
(1) There are no actions, suits, claims, legal
proceedings or any other proceeding affecting the Property or any
portion thereof at law or in equity before any Court or
governmental agency, domestic or foreign.
(2) Seller has not received any notices from
governmental authorities pertaining to violations of law or
governmental regulations with respect to the Property.
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C '� 'b
(3) Seller has no knowledge of any pending or
threatened proceeding in eminent domain or otherwise by any public
entity which would affect the Property, or any portion thereof, nor
does Seller know the existence of any facts which might give rise
to such action or proceedings.
(4) There are no liens or encumbrances on or claims
to, or covenants, conditions and restrictions, easements, rights of
way, rights of first refusal, options to purchase, or other matters
affecting the Property except those previously disclosed and any
rights conferred to Buyer by this Agreement.
(5) There is no material adverse fact or condition
relating to the Property, or any portion thereof (including the
existence of any underground tanks or hazardous material) of which
the Seller is aware. The Buyer agrees to accept the Property in
its existing condition, without any warranty whatsoever.
(6) Seller has the legal power, right and authority
to enter into this agreement, and to consummate the transaction
contemplated hereby.
(7) There are no fixtures on the property in which
anyone other than Seller has any claim, rights, or security or
other interest.
(8) There are no service or maintenance contracts,
management agreements or any other agreements which will affect
Buyer or the property subsequent to the transfer of title.
(9) In the event that, during the period between
the execution of this Agreement, and the transfer of title, Seller
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has actual knowledge of, learns of, or has a reason to believe that
any of the above representations or warranties may cease to be
true, Seller hereby covenants to immediately give notice to Buyer
of the change in circumstances. Upon Seller notifying Buyer of the
change in circumstances Buyer may terminate this agreement, and all
funds delivered to Seller in connection herewith shall be
immediately returned.
10. Use of Property.
A. Buyer agrees to enter into and maintain an agreement
and lease with Life Span Services Network, Inc. , a Not For Profit
California Corporation ("LifeSpan") . Lifespan is to provide a
senior adult day care program at The Congregational Church for a
period of no less than twenty five (25) years ("the agreement
term") . A Memorandum of Lease setting forth the minimum terms of
the agreement between Church and LifeSpan is attached as Exhibit
"C". At any time should LifeSpan be unable to provide the senior
adult day care program, the Buyer agrees to make a good faith
effort to find a replacement senior or other social services
provider for the remainder of the agreement term, on essentially
the same terms and conditions as the Memorandum of Lease described
in this Paragraph 10A.
B. Buyer agrees to establish a gate that allows
emergency vehicles access to Laguna Lake Golf Course at its own
cost, consistent with all applicable City code and legal
requirements. The Buyer further agrees to maintain access to the
emergency gate for emergency vehicles via fire lanes constructed
5
42. - to
and maintained consistent with all applicable City code and legal
requirements.
C. Buyer will relocate golf course water and electrical
lines off the property at its own cost, to the approval of City
Parks and Recreation Director.
D. Seller shall process a zone change (from PF to R3)
for the Property at its own cost.
E. Buyer acknowledges that any structure on the
Property shall require City Architectural Review Commission
approval, which shall include consideration of building design,
location, orientation, and other techniques required to minimize
conflicts between any new structure and golf course operations to
maximize safety and enhance visual effects.
F. Buyer agrees to allow the City of San Luis Obispo
use of the Lifespan community room on the Property for City senior
programs on an as available basis. Use of the proposed LifeSpan
facility by the City shall be coordinated and administered by the
Church and LifeSpan. Any such use is to be by written application
to the Church Council and LifeSpan Board of Directors and is
subject to building use policies as established by the Church and
LifeSpan as set forth in attached Exhibit "D". City shall save,
defend, indemnify and hold Church and LifeSpan and their agents,
officers and employers harmless from and against any claims or
losses arising from City's use of the Property.
G. Indemnification. Upon transfer of the Property,
Buyer hereby agrees to defend, indemnify, protect and hold the City
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and its agents, officers, and employees harmless from and against
any claims asserted or liability established for damages or
injuries to any person or property occurring on the Property which
arise from or are connected with or are caused or claimed to be
caused by the acts or omissions of the City with respect to
operation of a golf course on adjacent property and all expenses of
investigation and defending against same; provided, however, that
Buyer's duty to indemnify and hold harmless shall not include any
claims or liability arising from the established sole active
negligence or willful misconduct of the City, its agents, officers,
or employees.
H. Buyer will take appropriate safety precautions (such
as, if necessary and by way of example only, fencing/netting or
other techniques) to protect the Property from golf course
operations at its own cost, to the approval of the City Community
Development and Parks and Recreation Directors.
11. Survival of Conditions. The covenants, agreements,
representations and warranties made in this Agreement shall survive
the recordation and delivery of the Grant Deed conveying the
Property to Buyer.
12. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the successors, heirs, and
assigns of the parties hereto.
13. Required Action of Buver and Seller. Buyer and Seller
agree to execute all such instruments and documents and to take all
actions pursuant to the provisions hereof in order to consummate
7
the purchase and sale herein contemplated and shall use their best
efforts to accomplish the timely Transfer of Title in accordance
with the provisions hereof.
14. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto relating to the Property, and
may not be modified except by an instrument in writing signed by
the parties hereto.
15. Recorded. It is the intention of the parties that this
Agreement shall be recorded.
16. Approvals. Whenever an approval is required under this
Agreement, such approval shall be construed as "reasonable
approval. "
IN WITNESS WHEREOF, the parties hereto have executed the
Agreement in duplicate originals on this day of
1995.
SELLER BUYER
CITY OF SAN LUIS OBISPO THE CONGREGATIONAL CHURCH-
UNITED CHURCH OF CHRIST
By: By:
Mayor Moderator
ATTEST:
City Clerk
APPRO D AS TO FORM:
At orne
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C. '�' 13
1 �
CALIFORNIA ALL-PURPOSE,P,,;KNOWLEDGMENT No.5907
State of
County of
On before me,
DATE NAME.TITLE OF OFFICER•E.G.,'JANE DOE,NOTARY PUBLIC
personally appeared ,
NAME(S)OF SIGNER(S)
❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
Tm.E(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
❑ GUARDIANICONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR 1TRRY(IES)
SIGNER(S)OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7164-Canoga Park,CA 91309.7194
9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907
State of
County of
On before me, ,
DATE NAME,TITLE OF OFFICER.E.G.,*JANE DOE.NOTARY PUBLIC
personally appeared
NAME(S)OF SIGNER(S)
❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S) TITLE OR TYPE OF DOCUMENT
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTITY(IES)
SIGNER(S)OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 913D9.7184
10 �—�
EXHIBIT A.
LEGAL DESCRIPTION
THAT PORTION OF LOT 59 OF STRATTON'S SUBDIVISION OF THE RANCHOS
CANADA DE LOS OSOS & LA LAGUNA, AS SHOWN IN BOOK A OF RECORD MAPS
AT PAGES 83 AND 84, RECORDED IN THE OFFICE OF THE SAN LUIS OBISPO
COUNTY RECORDER, DESCRIBED AS FOLLOWS:
BEGINNING at a 1 1/2" iron pipe & tag, L.S. 3982, on the
southwesterly line and distant 49 ft. from the westerly corner
of Parcel A, as shown 'in Book 20 of Parcel Maps at Page .71,
being THE TRUE POINT OF BEGINNING; thence, at right angles to
the said southwesterly line, South 45 degrees 59 minutes 25
seconds West, a distance of 65 ft. ; thence, along a line
parallel to and 65 ft. southwesterly of the southwesterly line
of Parcel A, South 44 degrees 00 minutes 35 seconds East, a
distance of 130 ft. ; thence, along a line at right angles to
the southwesterly line of Parcel A, North 45 degrees 59
minutes 25 seconds East, a distance of 65 ft. ; thence,
northwesterly along the southwesterly line of Parcel A, North
44 degrees 00 minutes 35 seconds West, a distance of 130 ft.
to the TRUE POINT OF BEGINNING. (containing 0.194 Ac. , more
or less)
Exhibit A
RECORDING REQUESTED B1'
CITY OF SAN LUIS OBISPO
AND WHEN RECORDED MAIL THIS DEED AND,UNLESS OTHERWISE
SHOWN SSLOW.MAIL TAX STATEMENT TO:
Name City ob- SLO; AM: P. LeSage
street 860 Paci jic St.
Address San Luia Obizpo, CA 93401
City a
Slate
Ip
Title Order No. Escrow No.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
T 355 Legal(2-94)
Grant Deed
THE UNDERSIGNED GRANTOR(s)DECLARE(s)
DOCUMENTARY TRANSFER TAX IS S
❑ unincorporated area ®( City of Rnn T.,;ea nbispo
Parcel No. 53-111-42
❑ computed on full value of interest or property conveyed, or
❑computed on full value less value of liens or encumbrances remaining at time of sale,and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF SAN LUIS OBISPO, a chartered municipal corporation of the State of
hereby GRANT(S) to California
SAN LUIS OBISPO CONGREGATIONAL CHURCH
the following described real property in the City of San Luis Obispo
county of San Luis Obispo state of California:
(See attached Exhibit A)
Dated
STATE OF CALIFORNIA
COUNTY OF — } S.S.
On before me,
a Notary Public in and for said County and State,personally appeared
personally known to me(or proved to me on the basis of satisfactory
evidence)to be the person(s)whose name(s)islare subscribed to the
Within instrument and acknowledged to me that helshefthey executed
the same in hislherAheir authorized eapaWies),and that by his/her/their
signature(s)on the Instrument the person(s),or the entity upon behalf
of which the person(s)acted, executed the instrument
WITNESS my hand and official seal
Signature (This area for official notarial seal)
bIAI.TAX STATEbSNTS TO PARTY SHOWN ON FOLLOWING LINE;IF NO PARTY SHOWN,MAIL AS DMECTED ABOVE
Name Street Address B— City dt State
f
EXHIBIT A
LEGAL DESCRIPTION
THAT PORTION OF LOT 59 OF STRATTON'S SUBDIVISION OF THE RANCHOS
CANADA DE LOS OSOS & LA LAGUNA, AS SHOWN IN BOOK A OF RECORD MAPS
AT PAGES 83 AND 84, RECORDED IN THE OFFICE OF THE SAN LUIS OBISPO
COUNTY RECORDER, DESCRIBED AS FOLLOWS:
BEGINNING at a 1 1/2" iron pipe & tag, L.S. 3982, on the
southwesterly line and distant 49 ft. from the westerly corner
of Parcel A, as shown in Book 20 of Parcel Maps at Page .71,
being THE TRUE POINT OF BEGINNING; thence, at right angles to
the said southwesterly line, South 45 degrees 59 minutes 25
seconds West, a distance of 65 ft. ; thence, along a line
parallel to and 65 ft.' southwesterly of the southwesterly line
of Parcel A, South 44 .degrees 00 minutes 35 seconds East, a
distance of 130 ft. ; thence, along a line at right angles to
the southwesterly line of Parcel A. North 45 degrees 59
minutes 25 seconds East, a distance of 65 .ft. ; thence,
northwesterly along the southwesterly -line of Parcel A, North
44 degrees 00 minutes 35 seconds . West, a distance of 130 ft.
to the TRUE POINT OF BEGINNING. (containing 0.194 Ac. , more
or less)
a-2
EXHIBIT C TO FOLLOW
The contract between AdCare and LifeSpan is currently being
prepared by attorney Richard Carsel. It will be forwarded to
the City as soon as it is approved by both organizations.
FIRST AMENDMENT
to the
LEASE AGREEMENT
between
THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
and
LIFESPAN SERVICES NETWORK, INC.
(formerly known as AD CARE)
rlrea]tyAchurchlam
Exhibit D
"11. use.
(a) By Tenant. Tenant shall use the
Building primarily for adult day care services for
its clients and secondarily for office purposes
and, except as provided below at Paragraph 11 (b) , °/
for no other uses without the prior written
consent of the Landlord.
(b) By Landlord. Landlord shall have
the right to use the day care portions and the
conference room of the Building on all Sundays
during the Lease term and at such other times as
shall be mutually agreed upon between the parties.
In addition, Landlord shall have designated
storage space in the Building as shall be mutually /
agreed upon between the parties. The parties V
shall each designate a representative to serve as
a liaison for purposes of coordinating ongoing
problems which will result from a shared -usage of
the Building, such as cleaning and maintenance,
scheduling, parking, etc.
(c) By City. The City shall have the right
to use the community room in the Building for
City's senior programs on an as available basis.
Any such use shall be requested by City in
writing, shall be coordinated and administered by
Landlord and Tenant, and shall be subject to
reasonable Building use policies adopted by
Landlord and Tenant for all other users of the
Building (including, by way of example and not
limitation, the requirement that City fully
indemnify Landlord and Tenant for any claims or
losses which arise from City's use of the
Building) . "
8 . Tenant's Maintenance. Paragraph 13 . of the Lease is
deleted in its entirety and replaced with the following:
1113 . Tenant's Maintenance. Tenant shall, at
its cost and expense, take appropriate safety
precautions (such as, if necessary, and by way of
example only, fencing/netting or other techniques)
to protect the Building and the Premises from
adjacent City golf course operations, to the
reasonable approval . of Tenant's insurance
carrier(s) and City's Community Development and
Parks and Recreation Directors. Except for common
areas, Tenant at its cost shall maintain in good
Amaltylchurch.lam
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ATTACHMENT #4 1
ATTACHMENT #5
PLANNING COMMISSION REVIEW
(PER GOVERNMENT CODE 65402)
On July 12, 1995, the Planning Commission determined that this
transaction is consistent with the General Plan.
A completed form #65402 will be substituted for this page as soon as it
is available.
6 :AVTMoq'r
au•Im,
4.
'�,
�� • OF THE:CITY OF SAN LUIS OBISPO
W b•Q
487 Leff Street PO Bos 12$9 • Seu Ltus Obispo,CA 93406 • 'Phone (805)54&"
784
• Fax (SD5)543 992
Executive Director-Secretary
George J. Moylan
June 22, 1995
Mr. Paul Lesage
Director
Deparbnent of Parks
and Recreation
City of San Luis Obispo
860 Pacific Street
San Luis Obispo, CA 93401
Dear Paul:
Please be advised that as per our telephone conversation of this afternoon the '
Housing Authority of the City of San Luis Obispo has no interest in acquiring
approximately 8,000 square feet of land at 11245 Los Osos Valley Road.
This Agency would have no use for a property that size.
Sincerely,
'29—` �— 974
George J. Moylan
Executive Director
oppaviosmy ATTACHMENT #6
ATTACHMENT #8
CEQA FINDING
On July 12, 1995, the Planning Commission found that the sale of the
golf course property to the Congregational Church-United Church of
Christ will not have a significant affect on the environment.
A record of the formal action will be substituted for this page as soon
as it is available.
MEMORANDUM from SLO PARKS & RECREATION
July 7, 1995
TO: J hn Dunn, City Administrative Officer
FROM: ul LeSage, Parks & Recreation Director
SUBJECT: SALE OF GOLF COURSE LAND
Please be advised that the Parks and Recreation Department has no interest in acquiring
the 8,400 sq. ft. section of the Laguna Lake Golf Course that is proposed for sale to the
Congregational Church-United Church of Christ.
C' 02"92(
ATTACHMENT #7
a4s1
Rate 980
O
?�n Cao ifornia
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California,
hereby certify:
That the annexed transcript has been compared with
the corporate record on file in this office, of which it
purports to be a copy, and that same is full, true and
correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
'JUN - 6 1995
r
«y s f
..'ate •rP .?.
tUj
Secretary of State
1
C,q ]FOR
P .
ATTACHMENT #9 p
A461980
LifeSpan Services Network, Inc.
AD Care Caring Callers Senior Peer Counseling RSVP Americorps
CERTIFICATE OF AM NDNEM END 0 7 S F.D
OF FiL° U
ARTICLES OF INCORPORATION 1112f ice of m6vEcreiary�f Sia.:
of the Slate of gp�Me��
lay 2 51995
Corporation number-D1294259 BILL JONES,Secretary of State
Ham,(_)vitt and Carmen K Singh certify that:
1. They are the President and Secretary, respectively, of AD Care,Inc., a
California Nonprofit Public Benefit Corporation.
2. Article ONE of the Articles of Incorporation of this Corporation is amended to
read as follows:
The name of this Corporation is LifeSpan Services Network Inc.
3. The foregoing amendment of Articles of Incorporation has been duly approved
by the Board of Directors.
4. The Corporation has no members.
We further declare under penalty of perjury under the laws of the State of California
that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: May 17, 1995
Harry Ov itt, esident
Carmen K. Singh, Secretary rl
MtL;fING AGENDA �Z
DATE ITEM #
���►��II�►�IfIIIIIIIIIIII�����►�I►UI��►SII Of $An WIS OBISPO1C
990 Palm Street/Post Office Box 8100 - San Luis Obispo,CA 93403-8100
July 18, 1995
MEMORANDUM ARCEIVEL)
JUL 1 91995
TO: File CITY CLERK
4 SAN LUIS OBIEPO,C:'.
FROM: Ronald W. Whisenan /�
Development Review Manager
SUBJECT: 11245 Los Osos Valley Road: Other 90-95
The Planning Commission, at its meeting of July 12, 1995, made the following determination
regarding the proposed sale of a portion of the City's golf course property at the above address:
■ The disposition of surplus City property that is no longer needed for golf course
operations is consistent with policies and programs of the general plan, including the
following policy and program of the Parks and Recreation Element:
2.25.6 Policy - Lease or sale of City-owned park land will be
discouraged unless such an action meets a demonstrated need
which can not otherwise be met.
2.26.7 Program - Future senior service needs that exceed the
capacity of the existing center will be facilitated by developing a
cooperative agreement for the use of the AdCare Center at the
Congregational Church located on Los Osos Valley Road.
■ The proposal is also exempt from the California Environmental Quality Act, pursuant to
Section 15312 of the California Administrative Code. The Commission notes that the
anticipated building project on the property will need to be consistent with policies of the
Open Space Element, including the creek setback provisions, and any adopted creek
setback ordinance.
RW/mk
: COUNCIL CDD DIR
'.0 O 1:1 FIN DIR
CAAO 13 FIRE CH
I
EFATTACHvENT: Resolution No. 5156-9 ATTORNEY ❑ PYDIR
CLERWORIG ❑ POLICE C
cc: Paul LeSage MGMT TEAM it;REC DIR
C R FILE ❑ UTIL DIR
ATTACHMENT 8
10.952C ! O PERS DI
L The City of San Luis Obispo is committed to including the disabled in all of its services,programs and activities.
L Telecommunications Device for the Deaf(805)781-7410.
SAN LUIS OBISPO PLANNING COMMISSION
RESOLUTION NO. 5156-95
WHEREAS, the Planning Commission of the City of San Luis Obispo did conduct a
public hearing in the City Council Chamber of the San Luis Obispo City Hall, San Luis Obispo,
California, on July 12, 1995, pursuant to a proceeding instituted under application No. Other
90-95, City of San Luis Obispo, applicant.
OTHER PERMIT REVIEWED:
General Plan determination and CEQA compliance for sale of surplus City property.
PROPERTY DESCRIPTION:
On file in the office of Community Development, City Hall.
GENERAL LOCATION:
11245 Los Osos Valley Road.
GENERAL PLAN LAND USE ELEMENT:
Public Facility.
PRESENT ZONING:
P-F, Public Facility.
WHEREAS, said commission as a result of its inspections, investigations, and studies
made by itself, and in behalf of testimonies offered at said hearing, has made the following
determination:
The disposition of surplus City property that is no longer needed for golf course
operations is consistent with policies and programs of the general plan, including the
following policy and program of the Parks and Recreation Element.
2.25.6 Policy - Lease or sale of City-owned park land will be
discouraged unless such an action meets a demonstrated need
Resolution No. 5156-95
Other 90-95
Page 2
which can not otherwise be met.
2.26.7 Program - Future senior service needs that exceed the
capacity of the existing center will be facilitated by developing a
cooperative agreement for the use of the AdCare Center at the
Congregational Church located on Los Osos Valley Road.
The proposal is also exempt from the California Environmental Quality Act, pursuant to Section
15312 of the California Administrative Code. The Commission notes that the anticipated
building project on the property will need to be consistent with policies of the Open Space
Element, including the creek setback provisions, and any adopted creek setback ordinance.
The foregoing resolution was approved by the Planning Commission of the City of San
Luis Obispo upon the motion of Commr. Cross, seconded by Commr. Kourakis, and upon the
following roll call vote:
AYES: Cross, Kourakis, Hoffman, Karleskint, Ready
NOES: None
ABSENT: Senn, Whittlesey
Arnold B. Jonas, Secretary
Planning Commission
DATED: July 12, 1995
L:5156.95 -
ATTACHMENT #5
PLANNING COMMISSION REVIEW
(PER GOVERNMENT CODE SECTION 65402)
Attachment #8 in the package satisfies Government Code
Section 65402.
rI
i•
MEETING S AGENDA
� �
DATE Z ffA #-�: r
LEASE AGREEMENT
between
THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
and
AD CARE
/� / 16 COUNCIL ❑ CDD DIR
RECEIVED fir CAOI ❑ FIN DIR I�
Q �/�� ❑ FIRE CHIEF c�
JUL �1 Ing R�TLDF
❑ PW DIR
CL ❑ POLICE CHF
CITY CLERK ❑ G �C DIR
SAN LUIS OBI`'"" ❑_C ❑ UTIL DIR
1 0 PERS DIR
Nc:J 1v1�h urc•h.he
71'aC fila;lNAL nFTInT.%rKY.'lra-z:"i: itcATLo I N'rjuuAk z or
IUlA1ANU A.CfUgtL,LAW CURMXAl'IUN.
• 216!'!LAID UN15NU,CA LIFtiNN1A
EXHIBIT C
TABLE OF CONTENTS
1. Description of Premises . . . . . . . . . . . . . . . 1
2 . Appurtenant Rights . . . . . . . . . . . . . . . . . 1
3 . Term; Option to Extend . . . . . . . . . . . . . . . 1
(a) Term . . . . . . . . . . . . . . . . . . . . 1
(b) Option to Extend . . . . . . . . . . . . . . 1
4 . Construction of Building by Tenant . . . . . . . .
2
(a) Approvals . . . . . . . . . . . . . . . . . 2
(b) Construction Documents . . . 3
(c) Commencement of C'onst.rilction . . . . . . . . 3
(d) Plan Variances . . . . . . . . . . . . . . . 3
(e) Final Plans; . . . . . . . . . . . . . . . . 3
(f) Collateral and Liens . . . . . . . . . . . . 4
(g) Warranty of Payment . . . . . . . . . . . . 4
(h) Completion Bond . . . . . . . . . . . . . . 4
( i) Compliance With Law . . . . . . . . . . . . 4
(j ) Inspection . . . . . . . . . . . . . . . . . 5
(k) Changes and Additions . . . . . . . . . . . 5
(1) Utilities . . . . . . . . . . . . 5
(m) Expenses of Professional Advisors . . . . . 6
(n) Other Expenses . . . . . . . . . . . . 6
(o) Completion Documents . . . . . . . . . . . . 6
(p) Certificate of Title . . . . . . . . . . . . 6
5 . Common Areas - Operating Costs . . . . . . . . . . . . 6
6 . Rent . . . . . . . . . . . . . . . . . . . . . . . . 7
7 . Security Deposit . . . . . . . . . . . . . . . . . . . 7
8. Early Termination by Landlord . . . . . . . . . . . . 7
9 . Ownership of Building at Lease Termination . . . . . . 7
10. Tax. Exempt Status and Related Matters . . . . . . . . 7
(a) Personal Property Taxes . . . .
. 8
(b) Real Property Taxes . . . . . . . . . . . . 8
(c) New Assessments . . . . . . . . . . . . . 9
(d) Proration of Tax Liability . . . . . . . . . 9
(e) Right to Contest Taxes . . . . . . . . . . . 9
(f) Substitute and Additional Taxes . . . . . . 9
rVeLdl)`,church.1se
i
.I
11. Use . . . . . . . . . . . . . . . . . . . . . . . . 9
(a) By Tenant . . . . . . . . . . . . . . . . . 10
(b) By Landlord . . . . . . . . . . . . . . . . 10
12 . Limitations on Use . . . . . . . . . . . . . . . . . . 10
(a) Cancellation of Insurance; Increase in
Insurance Rates . . . . . . . . . 10
(b) Compliance With Laws . . . . . . . . . . . . 10
(c) Waste; Nuisance; Damage . . . . . . . . . . 10
13 . Tenant's Maintenance . . . . . . . . . . . . . . 11
14 . Alterations . . . . . . . . . . . . . . . 11
15. Mechanics Liens . . . . . . .. . . . . . . . . . . . . 12
16. Utilities and Services . . . . . . . . . . . . . . . . 12
17 . Exculpation. of Landlord . . . . . . . . . . . . . . . 12
18 . Indemnity . . . . . . . . . . . . . . . . . . . . . 12
19. Public Liability and Property Damage Insurance . . . . 13
20. Tenant 's Insurance . . . . . . . . . . . . . . . . . . 13
21. Tenant 's Right to Mortgage the Leasehold . . . . . . . 13
(a) Leasehold Mortgagee's Right to Notice and
Right to Cure Defaults . . . . . . 13
(b) Notice to Landlord - Subordination Provision 14
(c) Right to Extend Default Period . . 15
(d) Right to New Lease Upon Default Resulting in
Termination . . . . . . . . . . . . 17
(e) Landlord's Obligation to Lease to Leasehold
Mortgagee Upon Termination of Lease Prior
to Normal Expiration - Prior Assumption by
Mortgagee Required . . . . . . . . 19
22 . Determination of Replacement Value . . . . . 19
23 . Business Interruption Insurance . . . . . . . . . . . 20
24 . Waiver of Subrogation . . . . . . . . . . . . . . . . 20
25. General Insurance Matters . . . . . . . . . . . . . . 20
26. Destruction Covered by Insurance . . . . . . . . 21
rveal lyldwrch.lac
11
27 . Destruction Not Covered by Insurance . . . . . . . . . 21
28 . Extent of Landlord's Obligation to Restore . . . . . . 21
29. Abatement or Reduction of Rent . . . . . . . . . . . . 21
30. Loss During Last Part of Term . . . . . . . . . . 21
31. Waiver Regarding Destruction . . . . . . . . . . . . . 22
32 . Condemnation . . . . . . . . . . . . . . . . . . . . . 22
(a) Total Taking . . . . . . 22
(b) Partial Taking . . . . . . . . . . . 22
(c) Restoration of Pi:emise� . . . .. . . 23
(d) Award-Distribution . . . . . . . . . 23
(e) Temporary Taking . .. . . . . . . . . . . . . 23
33 . Possible Relocation .of Building . . . . . . . . . . . 23
(a) If Tenant Pays . . . . . . . . .
• . . . . 24
(b) If Landlord Pays . . • . 24
(c) If Tenant Reimburses Landlord . . . . . . . 24
34 . Subletting, Assignment and Encumbering . . . . . . . . 24
(a) Subletting . . . . . . . 24
(b) Assignment . . . . . . . . . . . . • . • . . 24
(c) Absence of Consent . . . . . . . . . . . . . 24
(d) Assignment of Rents . . . . . . . . . . . . 25
35. Involuntary Assignment . . . . . . . . . . . . . . . . 25
36. Tenant 's Default . . . . . . . . . . . . . . . . . . . 26
37. Landlord's Remedies . . . . . . . . . . . . . . . . . 26
(a) Right to Possession Not Terminated . 26
(b) Right to Possession Terminated . . . . . . 27
(c) Curing Tenant's Default . . . . . . . . . . 27
38 . Late Charge . . . . . . . . . . . . . . . . . . . . 28
39. Curing Landlord's Default . . . 28
. . . . . . . . . . .
40. Signs: Advertising . . . . . . . . . . .
• 28
41. Right of Entry . . . . . . . . . . . . . . . . . . . . 29
42 . Subordination; Estoppel . . . . . . . . . . . . . . . 30
nn:dtylcliurclosc
iii
LEASE AGREEMENT
between
THE CONGREGATIONAL CHURCH - UNI.TED CHURCH OF CHRIST
and
AD CARE
This Lease is made as of June , 1994 , between THE
CONGREGATIONAL CHURCH - UNITED CHURCH OF CHRIST, A Not For Profit
California Corporation ("Landlord") , whose mailing address is P.O.
Box 3559, San Luis Obispo, California, 93403, .and AD CARE, A Not
For Profit California Corporation ("Tenant") , whose mailing address
is P.O. Box 1796, Atascadero, California 93423-1796, who agree as
follows:
1. Description of Premises. Landlord is the owner of the
real property located in the City of San Luis Obispo, County of San
Luis Obispo, State of California, commonly known as 11245 Los Osos
Valley Road ("the Property") . Landlord leases to Tenant a portion
of the Property, as marked approximately in blue on Exhibit "A"
("the Premises") , and the appurtenant rights set forth in Paragraph
2 , for the purposes set forth herein.
2 . Appurtenant Rights. The appurtenant rights referred
to in this Lease dre as followZ:
(a) Tenant shall have full and unimpaired access to
the premises at all time:: except as providad in Paragraphs 11 (b) ,
26 , 27 and 33 .
(b) Tenant shall be entitled to the use of eleven (11)
non-designated parking spaces in the parking lot indicated in
Exhibit A.
3 . Term; Option to Extend.
(a) Term. The term of this Lease shall be fifteen
(15) years, commencing on the date Tenant receives a certificate of
occupancy as described below at Paragraphs 4 (i) and 4 (o) (2)
("the term") , unless sooner terminated pursuant to this Lease.
(b) Option to Extend. In the event that Landlord
desires that Tenant vacate the Building at the conclusion of the
Lease term Landlord shall give Tenant twelve (12) months prior
notice. If such notice is not given Tenant shall have the right to
lease the building for an additional period of one (1) year,
following the conclusion of the Lcasc term. Landlord shall have
the right to terminate this Lease as of any anniversary of the last
fucaliy%durclilic
1
43 . Notice . . . . . . . . . . . . . . . . . . . . . . . . 30
44 . Waiver . . . . . . . . . . . . . . . . . . . . . . . . 31
45. Recordable Memorandum of Lease; Quitclaim Deed . . . . 31
46. Effect of Sale or Transfer of Premises . . . . . . . 31
47 . Attorney ' s Fees . . . . . . . . . . . . . . . . . . . 31
48. Surrender of Premises; Holding Over . . . . . . . . . 32
49 . Rules and Regulations . . . . . . . . . . . . . . 33
50. Miscellaneous Provisions . . . . . . . . . . . . . . . 33
EXHIBIT A: Site Plan of Premisos and Building . . . . . . 38
rVeahylcluudi.lse
iv
day of this Lease term by giving Tenant not less than twelve (12)
months prior written notice to that effect. If Landlord fails to
give such notice the Lease shall continue in effect as a tenancy
from year to year subject to all terms and conditions of this
Lease.
(1) When 12 Month Notice Not Required. If
Tenant is in default as of any date which is twelve (12) 'months or
less before the end of the Lease term, Landlord may give notice of
such default to Tenant at any time which is not less than thirty
(30) days prior to the end of the Term. Such notice shall be
effective at Landlord's election to terminate this Lease at the end
of this initial term unless the default is cured within thirty (30)
days of such notice.
(2) Rent During Extended Term. The rent during
the extended term shall be as mutually agreed between the parties.
If the parties are unable to agree upon the fair market rent, the
matter shall be submitted to binding arbitration. In the event of
arbitration, the standard for determining any rent to be paid shall
be the fair rental value of the Premises. If the parties cannot
agree on an arbitrator they shall each select a real estate broker
and the two brokers shall select an arbitrator. If the two brokers
cannot agree on an arbitrator then the arbitrator shall be selected
by a Judge of the Superior Court of San Luis Obispo County. No
discovery of any kind shall be permitted to either party. Each
party shall bear their respective costs and attorney's fees in the
arbitration.
4 . Construction of Building by Tenant. Tenant will
install a building of approximately thirty-three hundred (3 , 300)
square feet on the Property ("the Building") . The Building and
related improvements, such as parking spaces, landscaping, utility
installations and the like, are sometimes collectively referred to
as "the Project" .
.(a) Approvals. Landlord shall have the right to
review and must first approve in writing any and all plans for any
and all improvements at the Property contemplated by Tenant prior
to submission by Tenant of any such plans to any governmental
agency for review andjor approvals. The prior written approval of
Landlord shall also be required before any exterior or interior
modifications are made to the Building, once erected, and before
the Building may be moved after it has been erected. Landlord may
refuse to approve any such plans if, in the sole discretion of
Landlord, the proposed improvements (i) would be architecturally
incompatible with Landlord' s existing facilities at the Property,
(ii) would be detrimental to Landlord' s operations, or (iii) would
be harmful to the Property.
rVealifthurch.lsc
2
(b) Construction Documents. Tenant shall apply for
and diligently pursue any and all necessary governmental approvals
to enable Tenant to commence construction of the Project. After
such plans and specifications are approved and before construction
is commenced, Tenant shall also submit to Landlord for its
approval , which shall not be unreasonably delayed or withheld:
(1) A copy of the final architectural,
engineering, and mechanical plans and specifications as approved by
the governmental authority ("the final plans") ;
(2) A copy of any proposed written construction
agreement with a general contractor or, if no 'general contractor
will be used, a copy of each proposed written agreement with the
various subcontractors. Such agreements shall provide that payment
of at least ten percent (10%) of -the total price thereunder shall
not be due until at least thirty (30) days after full completion of
the work to be performed; and
(3) An estimated schedule of payments thereunder
which shall provide for partial payments as the work progresses.
(c) Commencement of Construction. Tenant shall
commence construction of the Project, or any element or phase of
the Project, as soon as any and all necessary governmental
approvals and financing have been obtained. Tenant shall
diligently pursue the work to completion, and the Building shall be
fully ready to open for business not later than April 30, 1995,
except as such date may be extended by the number of working days
lost by reason of strikes, fire, act of God, or other events beyond
the Tenant 's control. Tenant's failure to commence or complete
construction as herein described shall be deemed a default by
Tenant.
(d) Plan Variances.- Tenant shall not authorize any
variance from the plans or specifications approved by Landlord
without its prior written approval if any single variance would
increase or decrease the cost of construction by more than ten
thousand dollars ($10, 000) , or if all variances authorized during
the course of -construction would increase or decrease the cost of
construction by than twenty thousand dollars ($20, 000) .
(e) Final Plans. The Building shall be constructed
substantially in accordance with the final plans. there shall be
no substantial changes in the final plans or the construction of
the Building except for changes required by the municipal
authorities, or with the express written consent of the fee
mortgagee or mortgagees. No change shall be made which
substantially alters the nature or character of the Building as
6re;11 ty\c hu rr I,.Isc
3
provided for by the final plans.
(f) Collateral and Liens. It is understood and
agreed that Landlord shall not allow any of the Property to be used
as collateral for any loan to be -obtained by Tenant pursuant to the
development of the Project, nor shall any of the Property of
Landlord be subjected to the risk of a lien by Tenant. Tenant
shall execute any and all documents which Landlord deems necessary
in order to reasonably enforce this Subparagraph (f) . However,
Tenant 's lender shall have the right to obtain a security interest
in the Building and, in the event of Tenant's default to its
lender, the lender may be assigned Tenant's rights under this
Lease, under the terms and conditions set forth hereinbelow at
Paragraph 21.
(g) Warranty of Payment. Tenant estimates that the
total cost of the Project will be approximately two hundred fifty
thousand dollars ($250, 000. 00) . Tenant shall obtain an amortized
loan for a fifteen (15) year period and will completely pay off the
loan by the conclusion of the Lease term (unless Landlord exercises
its right to terminate the Lease before the term is completed) .
Tenant warrants to Landlord that it shall not obtain any additional
financing on the Project after the initial loan of approximately
$150, 000 is granted, and Tenant shall execute any and all documents
which Landlord deems necessary in order to reasonably enforce this
warranty. In the even that Tenant should default on the loan the
lender may at its election, assume Tenant 's rights under this Lease
by becoming Tenant's assignee; if it fails to do so the Lease will
be terminated, Landlord shall have the right, but not the
obligation, to reinstate and assume the loan in which event
Landlord shall take . title to the Building and obtain all of
Tenant 's interest in the Project.
(h) Completion Bond. No construction shall be
commenced until Tenant shall first deliver to Landlord a
contractors' completion bond of a surety company or surety
companies (or other assurances that are satisfactory to Landlord)
running to Landlord as obligee, conditioned on completion of the
Building and the Project in accordance with approved plans and
specifications and the provisions of this Lease, free and clear of
all mechanics ' or other liens (except any leasehold mortgages
permitted under this Lease) , and security agreements, and of the
possibility of such liens and security agreements. If the final
plans or specifications are subsequently amplified or modified, the
bond shall immediately be modified to include such change. The
bond shall be in any form and written by any company which Landlord
may approve, but such approval shall not be unreasonably withheld.
(i) Compliance With Law. Tenant shall procure all
rvealty\cliurcli.lse
4
the required permits for the construction of the Building and the
Project and shall , during construction, comply with all applicable
legal requirements. The Building and the Project shall , when
completed, comply with all applic:able state, municipal, and other
governmental laws, ordinances, regulations, and orders, and with
all requirements of the local Fire Insurance Rating Organization or
similar body and of any liability for accidents in or connected
with the Building and the Project. Before the Building is used for
its designed purpose Tenant shall obtain and deliver to Landlord a
certificate of occupancy, or a temporary certificate of occupancy
if such is provided for by law. If a certificate of occupancy is
issued for any part of the Building to be erected, the part of the
Building so certified may be occupied. On Tenant's demand,
Landlord shall promptly execute all documents that require its
signature in order to obtain such certificate, but only if, in the
opinion of Landlord's counsel, it incurs no expense or liability
thereby.
(j ) Inspection. During construction Landlord and its
architects or engineers, or both, may, from time to time, inspect
the Building and require that they be furnished with copies of all
plans, shop drawings, and specifications relating to construction.
If, during construction or at any time before a final certificate
of occupancy is issued, Landlord or its architects or engineers
determine that the Building is not being constructed in accordance
with the plans and specifications, prompt written notice shall be
given to Tenant specifying in detail the particular deficiency,
omission, or other act of non-conformance. Upon receiving such
notice, Tenant shall take all necessary steps to make the proper
corrections.
(k) Changes and Additions. If after construction is
begun Tenant desire substantial changes in the plans and
specifications or substantial additions thereto, it shall serve
upon Landlord a statement thereof, together with appropriate plans
and specifications showing in detail the nature of the proposed
changes or additions. Any change or addition proposed by Tenant
shall be deemed part of the plans and specifications approved by
both parties unless, ,with twenty (20) days after receipt thereof,
Landlord notifies Tenant that it refuses to accept the proposed
change or addition. Landlord, however, shall not unreasonably
withhold its consent. Minor changes in work or materials that do
not affect the general character of the alteration may be made in
the plans and specifications at any time without Landlord's
approval.
(1) Utilities. Landlord shall not be required to
furnish to Tenant any facilities or services of any kind,
including, but not limited to, water, sewer, heat, gas, hot water,
electricity, light and power. Landlord will grant Tenant a license
r\rea(iy\cl�urch.L,e
5
to allow for utility service to the Project and for a sewer
connection to the Building. The license will run concurrently with
this Lease, or any extended term, and will be evidenced by a
separate document.
(m) Expenses of Professional Advisors. Each party
will pay the costs of the professional advisors which they might
independently retain to assist them in the development of the
Project (such as, but not limited to, attorneys, planners,
accountants, architects and other similar consultants) .
(n) Other Expenses. Landlord will reimburse Tenant
for fifty percent (50%) of the cost for any pewer improvements
which may be required from the location where the Building enters
the existing sewer system to Landlord's property line. All of the
other costs and expenses necessary to construct the Building and
develop the Project shall be paid- solely by Tenant.
(o) Completion Documents. On the completion date,
Tenant shall deliver to Landlord each of the following:
(1) A certificate of completion by the architect
who supervised the construction, which shall state that all work
has been completed in accordance with the approved plans and
specifications.
(2) A certificate of occupancy, or any
equivalent permit or certificate required by governmental authority
before business can be commenced at the Building.
(p) Certificate of Title. Within thirty (30) days
after the completion date, Tenant shall deliver to Landlord the
certificate of any reputable title insurance company doing business
in San Luis Obispo, California, or its agent, currently dated, that
the time for the filing of mechanics ' , materialmen' s, and similar
liens has expired, or, if such is- not the case, that a search of
the record shows that no such liens then encumber the Project.
Within ninety (90) days thereafter, Tenant shall deliver a further
certificate of such title company that no such liens then encumber
the leased property.
5. Common Areas - Operating Costs. "Common area costs"
means any and all sums expended by Landlord for the maintenance and
operation of the common areas. Costs for maintenance and operation
of the common area shall include, without limitation, costs of
resurfacing, repainting and restripping, cleaning, sweeping, and
other janitorial services, policing, purchase, construction, and
maintenance of refuse receptacles, planting and relandscaping,
directional signs and other markers, car stops, lighting and other
utilities, reasonable depreciation allowance on improvements,
r\realty\churcli.lse
6
r
machinery, and equipment used in connection with the common areas,
premiums on public liability and property damage insurance, and
other costs reasonably necessary for the maintenance and operation
of the common areas. Tenant shall not be responsible for any
portion of the common area costs. However, to the extent that
Tenant (or its agents, servants; employees, invitees or persons
acting in concert therewith) is directly or indirectly responsible
for damage to the common areas which reasonably requires Landlord
to make repairs, Tenant shall reimburse Landlord for the cost of
any such repairs immediately upon demand.
6. Rent. There will not be any cash rent paid to
Landlord under the Lease. Instead, as partial consideration for
the making of this Lease, Landlord will have the right to use the
Building rent free as described below at Paragraph 11 (b) .
7 . security Deposit. There shall not be any security
deposit required of Tenant.
8 . garly Termination by Landlord. At any time after the
first five (5) years of the Lease term, Landlord will have the
right to terminate the Lease upon twelve (12) months prior written
notice to Tenant ("the termination notice") .
9 . Ownership of Building at Lease Termination. At the
end of the twelve (12) month termination notice period Landlord
shall have the right to take possession of the Building, and shall.
obtain all rights in the Project, upon satisfaction of or the
assumption of the remaining debt of Tenant on the Project at that
time. [For reference, Tenant estimates at this time that the
remaining debt at the. end of five (5) years would be approximately
ninety-one thousand five hundred dollars ($91, 500) ] . If Landlord
does not give a termination notice during the Lease term ownership
of the Building shall be transferred to Landlord at the conclusion
of the ten (10) year Lease term without any further act by Landlord
and without payment of any further sums by Landlord (other than
customary escrow costs) .
10. Tax Exempt Status ana Related Matters. Landlord Lind
Tenant each represent and warrant to the other that they are bona
fide not for profit California corporations in good standing and
that each of them is an organization described in section 501
(c) (3) of the Internal Revenues Code and section 23701d of the
California Revenue and Taxation Code. Landlord further represents
and warrants that the Property is presently exempt from all
property taxes under section 214 of the California Revenue and
Taxation Code. Each party represents and warrants that it shall
not do any act, or fail to do any act, which might reasonably
jeopardize their not for profit and/or tax exempt status or use the
Property in such a manner which might reasonably result in the
r\rcalry\churcJd.%e
7
imposition of any tax or assessment (whether general, special or
any other kind whatsoever) . Each party shall prepare and timely
file any and all tax and business exemptions for itself and, if
applicable, any of its sublessees and shall save, defend and hold
the other harmless from any and all property or business taxes
levied on the Property or the Building if an exemption as herein
described is denied or lost for any reason. In the event that any
personal property or real estate taxes are levied on the Property
or the Building for reasons other than those herein specified they
shall be paid as follows:
(a) Personal Property Taxes. Tenant shall pay before
delinquency all taxes, assessments,. license fees, and other charges
("taxes") that are levied and assessed against Tenant's personal
property installed or located in or on the premises, and that
become payable during the term. On demand by Landlord, Tenant
shall furnish Landlord with satisfactory evidence of these
payments. If any taxes on Tenant's personal property are levied
against Landlord or Landlord's property, or if the assessed value
of the premises, or building and other improvements in which the
premises are located, is increased by the inclusion of a value
placed on Tenant' s personal property, and if Landlord pays the
taxes on any of these items or the taxes based on the increased
assessment of these items, Tenant, on demand, shall immediately
reimburse Landlord for the sum of the taxes levied against
Landlord, or the proportion of the taxes resulting from the
increase in Landlord' s assessment. Landlord shall have the right
to pay these taxes regardless of the validity of the levy.
(b) Real Property Taxes. Landlord shall pay all real
property taxes and general and special assessments levied and
assessed against the building, other improvements, and land of
which the premises are a part. Tenant ' s proportionate share shall
be the ratio of the total real property taxes levied and assessed
against the building, other improvements, and land of which the
premises are a part that the total number of square feet in the
premises (9 , 443) bears '-o tiiu total number of T'enant ' s lea!:od
square feet (2 , 247) of the real property described in Exhibit A.
Each year Landlord shall notify 'tenant of Landlord' s calculation of
Tenant ' s proportionate share of the real property taxes and
together with such notice shall furnish 'Tenant with a copy of the
tax bill . Tenant shall pay its proportionate share of the real
property taxes semiannually 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. Tenant's obligation to pay
its share of assessments as provided in this paragraph shall be
calculated on the basis of the amount due if Landlord allows the
assessment to go to bond and the assessment is to be paid in
installments, even if Landlord pays the assessment in full.
rlmalty\clwrch.lse
8
(c) New Assessments. If any general or special
assessment is levied and assessed against the premises, Landlord
can elect to either pay the assessment in full or allow the
assessment to go to bond. If Landlord pays the assessment in full,
Tenant shall pay to Landlord each time a payment of real property
taxes is made a sum equal to that which would have been payable (as
both principal and interest) had Landlord allowed the assessment to
go to bond.
(d) Proration of Tax Liability. Tenant's liability
to pay real property taxes shall be prorated on the basis of a 365-
day year to account for any fractional portion of a fiscal tax year
included in the term at its commencement and expiration.
(e) Right to Contest Taxes. Tenant at its cost shall
have the right, at any time, to seek a reduction in the assessed
valuation of the building, other improvements, and land of which
the premises are a part, or to contest any real property taxes that
are to be paid by Tenant. If Tenant seeks a reduction or contests
real property taxes, Tenant must still pay its share of any real
property taxes and the failure on Tenant's part to pay its share of
any real property taxes shall constitute a default under this
Lease. Landlord shall not be required to join in any proceeding or
contest brought by Tenant unless the provisions of any law require
that the proceeding or contest be brought by or in the name of
Landlord or any owner of the premises. In that case Landlord shall
join the proceeding or contest or permit it to be brought in
Landlord' s name as long as Landlord is not required to bear any
cost.
(f) Substitute and Additional Taxes. Tenant shall
not be required to pay any municipal , county, state or federal
income or franchise: taxes of Landlord, or any municipal, county,
state, or federal estate, succession, inheritance of transfer taxes
of Landlord. If at any time during the term, the State of
California or any political subdivision of the state, including any
county, city, city and county, public corporation, district or any
other political entity or public corporation of this state, levies
or assesses against Landlord a tax, fee or excise on (1) rents, (2)
on the square footage of the premises, (3) the act of entering into
this Lease, or (4) the occupancy of Tenant, or levies or assesses
against Landlord any other tax, fee, or excise, however described,
including, without limitations, a so-called value added tax, as a
direct substitution in whole or in part for, or in addition to, any
real property taxes, Tenant shall pay before delinquency that tax,
fee or excise. Tenant' s share of any such tax, fee, or excise
shall be substantially the same as Tenant's proportionate share of
real property taxes as provided in Lease.
11. Use.
Mcaltyldturch.he
y
(a) By Tenant. Tenant shall use the Building
primarily for adult day care services for its clients and
secondarily for office purposes and, except as provided below at
Paragraph 11 (b) , for no other uses without the prior written
consent of the Landlord.
(b) By Landlord. Landlord shall have the right to
use the day care portions and the conference room of the Building
on all Sundays during the Lease term and at such other times as
shall be mutually agreed upon between the parties. In addition,
Landlord shall have designated storage space in the Building as
shall be mutually agreed upon between the parties. The parties
shall each designate a representative to serve ' as a liaison for
purposes of coordinating ongoing problems which will result from a
shared usage of the Building, such as cleaning and maintenance,
scheduling, parking, etc.
12 . Limitations on Use. Tenant's use of the Premises as
provided in this Lease shall be in accordance with the following:
(a) Cancellation of Insurance; Increase in Insurance
Rates. Tenant shall not do, bring, or keep anything in or about
the Premises that will cause a cancellation of any insurance
covering the Premises. If the rate of any insurance carried by
Landlord is increased as a result of Tenant's use, Tenant shall pay
to Landlord within ten (10) days before the date Landlord is
obligated to pay a premium on the insurance, or within ten (10)
days after Landlord delivers to Tenant a certified statement from
Landlord' s insurance carrier stating that the rate increase was
caused solely by an activity of Tenant on the Premises as permitted
in this Lease, whichever date is later, a sum equal to the
difference between the original premium and the increased premium.
(b) Compliance With Laws. Tenant shall comply with
all laws concerning the Premises or Tenant's use of the Premises,
including, without limitation, the obligation at Tenant's cost to
alter, maintain, or restore the Premises in compliance and
conformity with all laws relating to the condition, use, or
occupancy of the Premises during the term, except that Landlord
shall be responsible for any violations of any law existing at the
commencement of the term. Tenant shall not be obligated to comply
with any law that requires alterations, maintenance, or restoration
to the Premises unless the alterations, maintenance, or restoration
are required as a result of Tenant' s particular and specific use of
the Premises at the time. Landlord shall make any alterations,
maintenance, or restoration to tic: Premises required by such laws
that Tenant is not obligated to make.
(c) Waste; Nuisance; Damage. Tenant shall not use
,rc:Lhy\church.lsc
10
the Premises in any manner that will constitute waste, nuisance, or
unreasonable annoyance to Landlord or to owners or occupants of
adjacent properties. Tenant shall not do anything on the Premises
that will cause damage to the Premises or the Building.
13 . Tenant's Maintenance. Except for common areas, Tenant
at its cost shall maintain in good condition all portions of the
Premises, including, without limitation, all Tenant' s personal
property, signs, plate glass and windows. Tenant shall be liable
for any damage to the Premises resulting from the acts or omissions
of Tenant or its authorized representatives.
14 . Alterations. Tenant Shall not make any structural or
exterior alterations to the Premises without Landlord' s consent.
Tenant at its cost shall have the right to make, without Landlord' s
consent, nonstructural alterations to the interior of the Building
that Tenant requires in order to conduct its business on the
Premises. In making any' alterations that Tenant has a right to
make which require a building or other governmental permit Tenant
shall comply with the following:
(a) Tenant shall submit reasonably detailed final
plans and specifications and working drawings of the proposed
alterations and the name of its contractor at least thirty (30)
days before the date it intends to commence the alterations.
(b) The alterations shall not be commenced until two
(2) days after Landlord has received notice from Tenant stating the
date the installation of the alterations is to commence so that
Landlord can post and record an appropriate notice of
nonresponsibility.
(c) All applicable permits and authorizations shall
be obtained before commencement of the alterations.
(d) All alterations shall be completed with due
diligence in compliance with the plans and specifications and
working drawings and all applicable laws.
(e) Before commencing the alterations and at all
times during construction, Tenant's contractor shall maintain
insurance on the terms and conditions provided in Paragraphs 19-25
below.
(f) If the estimated cost of the alterations exceeds
Five Thousand Dollars ($5, 000. 00) , before the commencement of the
alterations Tenant at its cost shall furnish to Landlord a
performance and completion bond issued by an insurance company
qualified to do business in California in a sum equal to the cost
of the alterations (as determined by the construction contract
between Tenant and its contractor) guaranteeing the completion of
Area]ty%church.Ise
11
the alterations free and clear of all liens and other charges, and
in accordance with the plans and specifications.
Any alterations made -hall remain on and be surrendered
with the Premises on expiration or termination of the term, except
that Landlord can elect within thirty (30) days before the
expiration of the term, or within rive (5) days after termination
of the term, to require Tenant to remove any alterations that
Tenant has made to the Premises. If Landlord so elects, Tenant at
its cost shall restore the Premises to the condition designated by
Landlord in its election, before the last day of the term, or
within thirty (30) days after notice of election is given,
whichever is later. However, if Tenant is not then in default of
any provisions of this Lease Tenant shall have the right to remove
from the Premises immediately before the expiration of the term, or
within thirty (30) days after termination of the term, any
alterations Tenant has made to the Premises, as long as the removal
will not cause any structural damage to the Premises, and Tenant at
its cost promptly restores any damage caused by the removal .
15. Mechanics Liens. Tenant shall pay all costs for
construction done by it or caused to be done by it on the 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.
16. Utilities and Services. Except as otherwise herein
provided at Paragraph 4 (1) and 4 (n) , tenant shall pay for all
utilities and services furnished to or used by it, including,
without limitation, gas, electricity, water, telephone service,
janitorial, window washing, and trash collections, and for all
connection charges, as provided in this Paragraph.
17 . Exculpation of Landlord. Landlord shall not be liable
to Tenant, and Tenant waives all claims against Landlord for, any
damage to Tenant or Tenant's property or to any person or property
arising from any cause, except that Landlord shall be liable to
Tenant for damage to Tenant arising from the acts or omissions of
Landlord or its authorized representatives.
18. 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.
rVenlipclwreh.6c
12
19. 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 One Million
Dollars ($1, 000, 000. 00) insuring against all liability of Tenant
and 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 13 .
Both parties shall be named as additional insureds, and the policy
shall contain cross-liability endorsements. Not more frequently
than each three (3) years, if, in the opinion of the insurance
broker retained by Landlord, the amount of public liability and
property damage insurance coverage at that time is not adequate,
Tenant shall increase the insurance coverage as required by
Landlord' s insurance broker.
20. Tenant' s Insurance. .Tenant at its cost shall maintain
on all its personal property, Tenant's improvements, and
alterations, in, on, or about the Premises, a policy of standard
fire and extended coverage insurance, with vandalism, malicious
mischief, and' increased cost of construction endorsements, to the
extent of at least one hundred percent (1000) of their full
replacement value. The proceeds from any such policy shall be used
by Tenant for the replacement of personal property or the
restoration of Tenant's improvements or alterations. Tenant shall
name Landlord as an additional insured on all policies hereunder by
adding Landlord's name to each "Loss Payable Endorsement" .
21. Tenant's Right to mortgage the Leasehold.
(a) Leasehold Mortgagee' s Right to Notice and Right
to Cure Defaults.
(1) Mortgago of Lease. Tenant is given and has
the absolute right, without Landlord' s consent, to mortgage its
interest in this lease, consistent with the terms and provisions of
Paragraphs 4 (f) and 4 (g) , except that no such mortgage shall
extend to or affect the fee, the reversionary interest, or the
estate of Landlord in and to any land or building and improvements
now or hereafter erected on the leased property.
(2) Nonbinding Effect on Landlord. No mortgage
or assignment of this Lease shall be binding upon Landlord in the
enforcement of its rights under this Lease, nor shall Landlord be
deemed to have any notice thereof, unless a fully conformed copy of
each instrument affecting such mortgage or assignment, in form
proper for recording, is delivered to the Landlord.
(3) Notice of Lease Default. If, before any
default occurs in this Lease, the holder of any such mortgage gives
rlrealty%church.ise
13
Landlord a written notice containing the holder's name and office
address, Landlord shall give the holder a copy of each notice of
default by Tenant at the same time that Landlord gives such notice
to Tenant. Each copy of such notice shall be deemed duly given to
the holder when mailed to the holder at its last post office
address furnished to Landlord.
(4) Cure of Default. Landlord shall accept
performance by the holder of any such mortgage of any obligation of
this Lease that Tenant is required to perform, with the same force
and effect as if performed by Tenant, provided that at the time of
such performance Landlord is furnished with satisfactory evidence
that the person, firm, or corporation tendering such performance or
payment has the claimed interest in the Leased property. The holder
of such mortgage shall have ten (10) days after receipt of any such
notice of default within which to cure any default in the payment
of rent or additional rent under this Lease, and a reasonable time
within which to cure any other default.
(b) Notice to Landlord - Subordination Provision.
Tenant may mortgage this Lease, except that there shall be no more
than one (1) mortgage at any time, which shall be a bona fide
purchase money mortgage. The holder of any mortgage of this Lease
or of Tenant's interest hereunder, and anyone claiming by, through,
or under any such holder, shall not acquire any greater rights
hereunder than Tenant has (except the right to cure or remedy
Tenant ' s defaults) , and shall not become entitled to a new Lease if
this Lease is terminated or Tenant fails to exercise any
outstanding option to extend it. No mortgage of this Lease or of
Tenant ' s interest hereunder by Tenant or its successors or assigns
shall be valid unless:
(1) This Lease is in full force and effect when
such mortgage is created;
(2) The mortgage is subject to all the
agreements, terms, covenants, and conditions of this Lease;
provisions: (3) 'The mortgage contains the following
"This instrument is executed upon condition that (unless
this condition is released or waived by Landlord under this Lease
or its successor in interest by an instrument) no purchaser or
transferee of the Lease at any foreclosure sale, or other transfer
in lieu of foreclosure, shall , as a result of such sale or
transfer, acquire any right, title, or interest in or to the
leasehold estate in which a lien is hereby created, unless Landlord
is given notice of such sale or transfer of the Lease and the
effective date thereof within five (5) days after the effective
r\rea1iy1.clmrc1i isc
14
date of such sale or transfer, the instrument used to effect such
sale or transfer is promptly recorded, and u duplicate original or
certified copy thereof together with the recording data shall be
served upon Landlord within ten (10) days after the return thereof
from the office of recording.
"This instrument and all rights hereunder are and shall be
subject and subordinate to the lien of any mortgage to which the
Lease is or may be subordinate. The holder hereof shall upon
demand, at anytime, execute, acknowledge, and deliver to Landlord
under the Lease, without expense to Landlord, any instrument that
may be necessary or proper to concern the subordination of this
instrument and all rights hereunder to the lien of any such
mortgage and any renewal, modification, consolidation, replacement,
or extension thereof and, if the holder hereof fails at any time to
execute, acknowledge, and deliver any such subordination instrument
to Landlord under the Lease, in addition to all other remedies
available to it in consequence thereof, Landlord may execute,
acknowledge, and deliver the same as the attorney-in-fact of the
holder hereof and in his name, place, and stead, and the holder
hereof appoints Landlord under the Lease such attorney-in-fact for
that purpose. "
(4) Landlord shall receive written notice of its
creation of such mortgage within five (5) days after the execution
and delivery, and such mortgage shall be recorded within ten (10)
days after its execution and delivery; and
(5) A duplicate original or certified copy and
the recording data of such mortgage shall be served upon the
Landlord within ten (10) days after its return from the office of
the recorder.
(c) Right to Extend Default Period. Tenant and every
successor Tenant is given and has the right to mortgage its
interest in this Lease without Landlord's prior consent, provided
such mortgage is consistent with the provisions of Paragraphs 4 (f)
and 4 (g) , and if no other mortgage in this Lease is outstanding at
the time such mortgage is granted. If Tenant or any successor or
assign mortgages this leasehold, so long as such mortgage remains
in effect the . following provisions will apply:
(1) Lease surrender. There shall be no
cancellation, surrender, acceptance of surrender, or modification
of this Lease, without the leasehold mortgagee' s prior written
consent.
(2) Notice of Default, Cure. Landlord shall,
upon serving on Tenant any notice of default or any other notice
under this Lease, simultaneously serve a copy of such notice upon
rkeaityWhurchIse
15
the leasehold mortgagee, and no notice of such default shall be
deemed to have been duly given until a copy thereto has been so
served. The mortgagee shall thereupon have the same time within
which to remedy or cause to be remedied the defaults complained of
as is allowed to Tenant, and Landlord shall accept such performance
by or at the instigation of the mortgagee as if such performance
had been accomplished by Tenant.
(3) Due Diligence, Cure. For the purpose of this
article, no default by Tenant in the performance of work to be
performed, acts to be done, or conditions to be remedied, which
cannot reasonably be completed within the grace period, shall be
deemed to exist, if step-1, in good faith, have been commenced
promptly to rectify the sale, and are prosecuted'to completion with
diligence and continuity.
(4) Leasehold Mortgagee Compliance. Notwith-
standing any other provision herein, Landlord may not terminate
this Lease while such leasehold mortgage remains in effect, if,
within ten (10) days after the date of service of a notice to
terminate this Lease for any reason, the leasehold mortgagee has
paid Landlord all rent and additional rent and has complied, or
taken reasonable steps to comply, with the requirements of this
Lease so as to cure the default or defaults claimed by Landlord. In
such case, any notice of termination by Landlord shall be void.
(5) Extension of Time to Cure. If Landlord
elects to terminate this Lease by reason of any default of Tenant,
the leasehold mortgagee shall not only have and be subrogated to
all rights of Tenant with respect to curing such default, but shall
also have the right to postpone and extend the specified date for
the termination of this Lease as fixed by Landlord in its notice of
termination, for a period of not more than six (6) months, if: (1)
the mortgagee cures any existing default and meanwhile pays the
rent and additional rent and performs all of Tenant' s other
obligations under this Lease; (2) no further .defaults accrue
hereunder during such extended period; or (3) if the nature of the
default is such that the mortgagee is unable to take reasonable
steps to cure the sale, the mortgagee immediately proceeds to
acquire Tenant' s interest in this Lease by foreclosure of its
mortgage or otherwise.
(6) Insurance. The name of the- leasehold
mortgagee may be added to the "Loss Payable Endorsement" of any and
all insurance policies required to be carried by Tenant hereunder.
Subject to the provisions of any fee mortgage, Landlord will make
available jointly to Tenant and to the leasehold mortgagee all
insurance or condemnation proceeds to which Tenant may be entitled
hereunder, for purposes of restoration of the leased property.
rVeahy�churcUse
16
(7) Estoppel Certificate. Landlord, within ten
(10) days after a written request by Tenant or the leasehold
mortgagee, shall furnish a written statement, duly acknowledged,
that this Lease is in full force and effect and that Tenant is not
in default hereunder. If there is a default, the statement shall
specify the nature thereof claimed by Landlord.
(8) Extension of Lease. Landlord shall notify
the leasehold mortgagee if Tenant fails to exercise any extension
or renewal option hereunder. The leasehold mortgagee may exercise
any such option on Tenant's behalf within ten (10) days after
receipt of such notice, provided that Tenant's indebtedness to the
leasehold mortgagee has not been fully paid.
(d) Right to New Lease Upon Default Resulting in
Termination.
(1) Mortgage of Lease. Tenant may mortgage its
interests under this Lease without Landlord' s prior consent if such
mortgage is consistent with the provisions of Paragraphs 4 (f) and
4 (g) , and provided that Tenant is not then in default hereunder,
and that any such mortgago shall contain the following provision:
"This mortgage is executed and delivered upon the
condition that no party shall acquire any interest
in the Lease in which a lien is hereby granted
unless: (a) the instrument transferring the
interest requires such pc►rty to perform and
observe all of Tenant' s obligations under such
Lease; (b) such party executes such instrument in
the manner required to entitle a deed to
recordation; and (c) an executed copy of such
transfer and assumption is delivered to Landlord
before the party takes possession of the leased
property. If this mortgage is held by a lending
institution (including an insurance company or
pension fund) which acquires Tenant' s interest in
the Lease as a result of mortgage foreclosure, any
transfer in lieu of foreclosure, or through
settlement of or arising out of any pending or
contemplated foreclosure action, such institution
may transfer its interest in the Lease to a
nominee or a wholly owned sub;idiary corporation
without Landlord' s prior consent, provided that
the transferee complies with (a) , (b) , and (c)
above. The lending institution shall thereafter
be relieved .of any liability under the Lease. "
(2) Modification of Lease. Landlord shall not
accept any surrender or enter into any modification of this Lease
rue:d1y\C11UrC11.1Se
17
without the leasehold mortgagee's prior written consent.
(3) Cure of Defaults. Any leasehold mortgagee
shall have and be subrogated to all of Tenant' s rights with respect
to Tenant's curing of any default hereunder. Such rights shall
include, without limitation, the right to exercise any extension
option within thirty (30) days after Tenant's time to do so has
expired, of which fact Landlord shall give the mortgagee prompt
written notice, and if Tenant shall fail to timely appoint an
arbitrator in any permitted arbitration proceeding, the right to
appoint such an arbitrator within fifteen (15) days after the
deadline applicable to Tenant. Any arbitrator appointed by the
mortgagee shall be recognized in all respects as if appointed by
Tenant.
(4) Termination; New Lease. If, by reason of any
default of Tenant, this Lease or any extension hereof is terminated
by Landlord before the stated expiration therefor, Landlord shall
enter into a new Lease with the leasehold mortgagee for the
remainder of the term, effective as of the date of such
termination, at the rent and additional rent, and on the terms
herein contained, subject. to the following conditions:
(A) The leasehold mortgagee requests such
new Lease from Landlord in writing within forty (40) days after the
termination date, such request to be accompanied by a payment to
Landlord of all sums then due it under this Lease;
(B) The mortgagee pays Landlord, upon
execution and delivery of the new Lease, all sums due thereunder in
addition to those which would then be due but for such termination,
plus all reasonable expenses, including legal fees, incurrod by
Landlord by reason of such default;
(C) The mortgagee, on or before the
execution and delivery of the new Lease, performs all conditions
that Tenant failed to perform hereunder; and
(D) Landlord, upon execution and delivery of
the new Lease, immediately assigns and transfers to the new tenant,
without recourse to Landlord, all subleases which have previously
been assigned and transferred to Landlord.
(5) Mortgagee Assignment of Lease. If a lending
institution, or its nominee or wholly owned subsidiary corporation,
holds a mortgage upon this Lease and subsequently acquires a lease-
hold estate, derived either from such mortgage or from Landlord,
and desires to assign this Lease or any new Lease obtained from
Landlord to an assignee (other than to a nominee or wholly owned
subsidiary corporation as set forth above) who will undertake to
rlrc:il ty`,c]iurclt.lsc
18
perform Tenants obligations under such Lease, Landlord shall not
unreasonably withhold its consent to such assignment and
assumption. The lending institution, nominee, or subsidiary shall
thereafter be relieved of any further liability under such Lease.
(6) Survivability. The provisions of this
Paragraph 21 shall survive the termination of this Lease.
(e) Landlord's Obligation to Lease . to Leasehold
Mortgagee Upon Termination of Lease Prior to Normal Expiration -
Prior Assumption by Mortgagee Required.
(1) Defaults; New Lease. If any event of default
results in the termination of this Lease, Landlord shall so notify
any leasehold mortgagee who has notified Landlord of its name and
address under the provisions of this Lease. Landlord's notice shall
be addressed to the leasehold mortgagee at the address last fur-
nished to Landlord, as provided above. Landlord shall, on written
request of the leasehold mortgagee made at any time within thirty
(30) days after the mailing of such notice, execute and deliver a
new Lease of the leased premises to the leasehold mortgagee, or its
designee or nominee, which shall be a corporation qualified to do
business in this state. The term of the new Lease shall be for the
remainder of this Lease term, at the net rent and additional rent,
and upon all other covenants, conditions, and agreements contained
herein, including the covenants with respect to renewals; provided
that the leasehold mortgagee has paid Landlord all rent, additional
rent, and other charges due under this Lease up to and including
the commencement date of the new Lease, together with all expenses,
including reasonable attorneys' fees, incident to its execution and
delivery. But nothing contained herein shall impose any obligation
on Landlord to deliver physical possession of the leased premises
to the leasehold mortgagee.
(2) Assumption. No leasehold mortgagee shall be
entitled to become the owner of this Lease by foreclosure, or
assignment in lieu thereof, unless the leasehold mortgagee, or its
corporate designee or nominee, has first delivered to Landlord an
assumption agreement, executed in recordable form, under which such
mortgagee or its designee or nominee assumes the performance of all
the terms, covenants, and conditions of this Lease.
22. Determination of Replacement Value. The "full
replacement value" of the Building and other improvements to be
insured under this Lease shall be determined by the company issuing
the insurance policy at the time the policy is initially obtained.
Not more frequently than once every three (3) years, either party
shall have the right to notify the other party that it elects to
have the replacement value redetermined by an insurance company.
The redetermination shall be made promptly and in accordance with
rrc:dry',clwrcli.h�
19
the rules and practices of the Board of Fire Underwriters, or a
like board recognized and generally accepted by the insurance
company, and each party shall be promptly notified of the results
by the company. The insurance policy shall be adjusted according to
the redetermination.
23 . Business Interruption Insurance. Tenant shall, at its
cost, maintain business interruption insurance.
24 . Waiver of Subrogation. The parties release each other,
and their respective , authorized representatives, from any claims
for damage to any person or to the Premises and to the fixtures,
personal property, Tenant's improvements, and alterations of either
Landlord or Tenant in or on the .Premises that are caused by or
result from risks insured against under any insurance policies
carried by the parties and in force at the time of any such damage.
Each party shall cause each insurance policy obtained by it to
provide that the insurance company waives all right of recovery by
way of subrogation against either party in connection with any
damage covered. by any policy. Neither party shall be liable to the
other for any damage caused by fire or any of the risks insured
against under any insurance policy required by this Lease. If any
insurance policy cannot be obtained with a waiver of subrogation,
or is obtainable only by the payment of an additional premium
charge above that charged by insurance companies issuing policies
without waiver or subrogation, the party undertaking to obtain the
insurance shall notify the other party of this fact. The other
party shall have a period of ten (10) days after receiving the
notice either to place the insurance with a company that is
reasonably satisfactory to the other party and that will carry the
insurance with a waiver of subrogation, or to agree to pay the
additional premium (if such a policy is obtainable at additional
cost. If the insurance cannot be obtained or the party in whose
favor a waiver of subrogation is desired refuses to pay the
additional premium charged, the other party is relieved of the
obligation to obtain a waiver of subrogation rights with respect to
the particular insurance involved.
25. General Insurance Matters. All the insurance required
under this Lease shall:
(a) Be issued by insurance companies authorized to do
business in the State of California, with a financial rating of at
least an A+3A status as rated in the most recent edition of Best's
Insurance Reports;
(b) Be. issued as a primary policy; and
(c) Contain an endorsement requiring thirty (30) days
written notice from the insurance company to both parties and
r�rcahylchurch.lsc
20
Landlord' s lender before cancellation or change in the coverage,
scope, or amount of any policy.
Each policy, or a certificate of the policy, together with
evidence of payment of premiums, shall be deposited with the other
party at the commencement of the term, and on renewal of the policy
not less than twenty (20) days before expiration of the term of the
policy.
26. Destruction Covered by Insurance. If, during the term,
the Premises or the Building are totally or partially destroyed
from a risk covered by the insurance described in Paragraph 20,
rendering the Premises and/or the. Building totally or partially
inaccessible or unusable, Tenant shall restore the Premises or
Building to substantially the same condition as they were in
immediately before destruction. If the existing laws do not permit
the restoration, either party can terminate this Lease immediately
by giving notice to the other party. If the Lease is terminated
Landlord shall be entitled to the net remaining insurance proceeds
after payment of any encumbrances.
27 . Destruction Not Covered by Insurance. If, during the
term, the Premises or the Building are totally or partially
destroyed from a risk not covered by the insurance described in
Paragraph 20, rendering the Premises and/or Building totally or
partially inaccessible or unusable, Tenant shall restore the
Premises or the Building to substantially the same condition as
they were in immediately before destruction. Such destruction may,
at Tenant's election, terminate this Lease. If the existing laws do
not permit the restoration, either party can terminate this Lease
immediately by giving notice to the other party. If the Lease is
terminated neither party shall be required to make any further
monetary payments to the other.
28. Extent of Landlord's Obligation to Restore. If
Landlord is required or elects to restore the Premises and/or the
Building as provided in Paragraphs 26 and 27 , Landlord shall not be
required to restore alterations made by Tenant, Tenant' s
improvements, Tenant's trade fixtures, and Tenant 's personal
property, such excluded items being the sole responsibility of
Tenant to restore.
29. Abatement or Reduction of Rent. In case of
destruction, whether caused from a risk covered by insurance or
caused from a risk not covered by insurance, if then applicable,
there shall be an abatement or reduction of rent.
30. Loss During Last Part of Term. If total destruction
to the Building occurs during the last year of the applicable term,
Landlord can terminate this Lease by giving notice to Tenant not
rvealry\clurcl�.lsc
^1
more than fifteen (15) days after the destruction.
31. Waiver Regarding Destruction. Tenant waives the
provisions of Civil Code Section 1932 (2) and Civil Code Section
1933 (4) with respect to any destruction of the Premises and/or the
Building.
32 . Condemnation. If, during the term or during the period
of time between the execution of this Lease and the date the term
commences, there is any taking of all or any part of the Premises
or any interest in this Lease by condemnation, the rights and
obligations of the parties shall be determined pursuant to the
subparagraphs of this Paragraph. Each party waives the provisions
of Code of Civil Procedure Section 1265. 130 allowing either party
to petition the superior court to terminate this Lease in the event
of a partial taking of the Premises.
(a) Total Taking. If the Premises are totally taken by
condemnation, this Lease shall terminate on the date of taking.
(b) Partial Taking. If any portion of the Premises is
taken by condemnation this Lease shall remain in effect, except
that Tenant can elect to terminate this Lease if the remaining
portion of the Building or other improvements or the parking area
that are a part of the Premises is rendered unsuitable for Tenant's
continued use of the Premises. If Tenant elects to terminate this
Lease, Tenant must exercise its right to terminate pursuant to this
Paragraph by giving notice to Landlord within thirty (30) days
after the nature and the extent of the taking have been finally
determined. If Tenant elects to terminate this Lease as provided in
this Paragraph, Tenant also shall notify Landlord of the date of
termination, which date shall not be earlier than thirty (30) days
nor later than ninety (90) days after Tenant has notified Landlord
of its election to terminate; except that this Lease shall
terminate on the date of taking if the date of taking falls on a
date before the date of termination as designated by Tenant. If
Tenant does not terminate this Lease within the thirty (30) day
period, this Lease shall continue in full force and effect. If
there is a partial taking of the Premises and this Lease remains in
full force and effect pursuant to this subparagraph, Tenant at its
cost shall accomplish all necessary restoration.
If the Tenant elects to terminate this Lease, it must
terminate pursuant to this Paragraph by giving notice to the other
party within thirty (30) days after the nature and the extent of
the taking have been finally determined. When terminating this
Lease the Tenant also shall notify the Landlord of the date of
termination, which date shall not be earlier than thirty (30) days
or later than ninety (90) days after the Tenant has notified the
Landlord of its election to terminate; except that this Lease shall
r\rcahy\church.1sc
22
terminate on the date of taking if the date of taking falls on a
date before the date of termination designated in the notice from
the Tenant. If this Lease is not terminated within the thirty (30)
day period, it shall continue in full force and effect.
(c) Restoration of Premises. If there is a partial
taking of the Premises and this Lease remains in full .force and
effect, Tenant at its cost shall accomplish all necessary
restoration.
(d) Award-Distribution. The award shall belong to and
be paid to Landlord, except that Tenant shall receive from the
award the following: A sum attributable to Tenant's improvements
or alterations made to the Premises by Tenant in accordance with
this Lease, which Tenant ' s improvements or alterations Tenant has
the right to remove from the Premises pursuant to the provisions of
this Lease but elects not to remove; or, if Tenant elects to remove
any such Tenant's improvements or alterations, a sum for reasonable
removal and relocation costs not to exceed the market value of such
improvements or alterations. Tenant shall also receive a sum equal
to its actual loss in the value of the Lease.
(e) Temporary Taking. The taking of the Premises or
any part of the Premises by military or other public authority
shall constitute a taking of the Premises by condemnation only when
the use and occupancy by the taking auLliurity has continued for
longer than one hundred eighty ( 180) days. During the one hundred
eighty (180) day period all the provisions of this Lect::e shall
remain in full force and effect. Tenant shall be entitled to
whatever award may be paid for the use and occupation of the
Premises for the period involved.
33 . Possible Relocation of Building. Landlord is
currently negotiating with the City of San Luis Obispo, California
( "the City") for a possible trade of land. Landlord is seeking to
obtain approximately seven thousand five hundred (7 , 500) square
feet of usable land from the City, which is adjacent to the
Property ("the usable land") , in exchange for approximately fifteen
thousand (15, 000) square feet of unusable land located at the
Property ("the unusable land") . The usable land is shown in yellow
on Exhibit "A° and the unusable land is shown in pink on Exhibit
"A" . If Landlord obtains the usable land from the City and is then
legally entitled to do so, Landlord may, at its election, require
Tenant to move the Building to the usable land; provided, however,
that if Tenant is unable to obtain financing to enable it to move
the Building, despite reasonable efforts to do so, Tenant will not
be obligated to pay for moving the Building. Landlord shall
provide reasonable prior notice to Tenant to do so and Tenant shall
use its best efforts to obtain financing, whereupon the following
shall apply:
r,rualty'sltuna�.Vc
23
encumbrance, or sublease without Landlord's written consent shall
be voidable and, at Landlord':;: election, shall constitute a
default. No consent to any assignment, encumbrance, or sublease
shall constitute a further waiver of the provisions of this
Paragraph 34 ; and
(d) Assignment of Rents. Tenant immediately and
irrevocably assigns to Landlord, as security for Tenant' s
obligations under this Lease, all rent from any subletting of all
or a part of the Premises as permitted by this Lease, and Landlord,
as assignee and as attorney-in-fact for Tenant, or a receiver for
Tenant appointed on Landlord's application, may collect such rent
and apply it toward Tenant ' s obligations under this Lease; except
that, until the occurrence of an act of default by Tenant, Tenant
shall have the right to collect such rent. In the event that
Tenant's lender should assume Tenant's rights and duties under this
Lease, then Tenant's lender would have the same rights as Tenant to
collect such rent provided that it performs the other terms and
conditions of the Lease required to be performed by Tenant.
35 . Involuntary Assignment. With the exception of any
involuntary assignment to Tenant ' e- leasehold mortgagee as expressly
permitted pursuant to Paragraph 21. (e) , no interest of Tenant in
this Lease shall be . assignable by operation of law (including,
without
limitation, the transfer of this Lease by testacy or intestacy) .
Each of the following acts shall be considered an involuntary
assignment:
(a) If Tenant is or becomes bankrupt or insolvent,
makes an assignment for the benefit of creditors, or institutes a
proceeding under the Bankruptcy Act in which Tenant is the
bankrupt; or, if Tenant is a partnership or consists of more than
one person or entity, if any partner of the partnership or other
person or entity is or becomes bankrupt or insolvent, or makes an
assignment for the benefit of creditors;
(b) If a writ of attachment or execution is levied on
this Lease; and
(c) If, in any proceeding or action to which Tenant is
a party, a receiver is appointed with authority to take possession
of the Premises.
An involuntary assignment shall constitute a default by
Tenant and Landlord shall have the right to elect to terminate this
Lease, in which case this Lease shall not be treated as an asset of
Tenant. If a writ of attachment or execution is levied on this
Lease, Tenant shall have ten (10) days in which to cause the
attachment or execution to be removed. If any involuntary
rVealiy\dwrch.lse
25
(a) If Tenant Pays. If Tenant solely pays for the
costs and expenses of moving the Building, then the term of this
Lease shall be extended by an additional five (5) year period on
all of the same terms and conditions;
(b) If Landlord Pays. If Tenant is unable to pay for
the costs and expenses of moving the Building and Landlord pays
then there will not be any extension of the Lease term merely
because the Building has been moved; or
(c) If Tenant Reimburses Landlord. If Landlord pays
for the costs and expenses of moving the Building and 'Tenant
reimburses Landlord for all of the costs and, expenses actually
incurred by Landlord, together with interest on any unpaid sums at
the rate of ten percent (10%) per annum or the highest rate
permitted by law, whichever is the lower rate, then the term of
this Lease shall be extended by an additional five (5) year period
on all of the same terms and conditions.
34 . Soletting, Assignment and Encumbering. Except as
otherwise provided herein, 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 written consent, as follows:
(a) Subletting. It is understood that Tenant will
need to sublease space in the Buildi,iy in order to help meet its
debt service obligations. Subleasing will ordinarily be permitted,
and Landlord will not unreasonably withhold consent, provided it is
restricted to other non-profit, tax-exempt, senior service agencies
who agree to abide by all of the terms and conditions of this
Lease. In determining whether to consent to a sublease Landlord
will be concerned with such issues as compatibility of the proposed
sublessee's operations with the operations of Landlord, anticipated
wear and tear on the Building and on the Property, the general
reputation of the proposed sublessee in the community and the
possible adverse effects upon the reputation of the Landlord which
might result if the sublease was approved;
(b) Assignment. All of the concerns which Landlord
would have with respect to a proposed sublessee will also be
concerns with a proposed assignee. In addition, any proposed
assignee must be at least as financially sound as is Tenant. In
the event that Landlord should permit an assignment Tenant will
still be liable on the Lease. An assignment will not be granted as
a matter of right, but consent will not be unreasonably withheld.
(c) Absence of Consent. Any purported assignment,
r\re:iltylclturch.lsk!
24
proceeding in bankruptcy is brought against Tenant, or if a
receiver is appointed, Tenant shall have sixty (60) days in which
to have the involuntary proceeding dismissed or the receiver
removed.
36. Tenant's Default. The occurrence of any of the
following shall constitute a default by 'Tenant:
(a) Failure to pay rent when due, if the failure
continues for five (5) days after notice has been given Tenant; and
(b) Failure to perform any other provision of this
Lease if the failure to perform is not cured within thirty (30)
days after notice has been given to Tenant. If the default cannot
reasonably be cured within thirty (30) days, Tenant shall not be in
default of this Lease if Tenant commences to cure the default
within the thirty (30) -day period -and diligently and in good faith
continues to cure the default.
Notices given under this Paragraph shall specify the
alleged default and the applit_:uLi.e Lcsse provisions, and shall
demand that Tenant perform the provisions of this Lease or pay the
rent that is in arrears, as the case may be, within the applicable
period of time, or quit the Promises. No such notice shall be
deemed a forfeiture or a termina-cion of this Lease unless Landlord
so elects in the notice.
37 . Landlord' s Remedies. Landlord shall have the following
remedies if Tenant commits a default. These remedies are not
exclusive; they are cumulative in addition to any remedies now or
later allowed by law..
(a) Right to Possession Not Terminated. Landlord can
continue this Lease in full force and effect, and the Lease will
continue in effect as long as Landlord does not terminate 't'enant's
right to possession, and Landlord shall have - the right, if
applicable, to collect rent when due. During the period Tenant is
in default, Landlord can enter the Building and relet it, or any
part, to third parties for Tenant 's account. Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting
the Building, including, without limitation, brokers' commissions,
expenses or remodeling the Building required by the reletting, and
like costs. Reletting can be for a period shorter or longer than
the remaining term of this Lease. Tenant shall pay to Landlord the
rent due under this Lease on the dates the rent is due, less the
rent Landlord receives from any reletting. No act by Landlord
allowed by this Paragraph shall terminate this Lease unless
Landlord notifies Tenant that Landlord elects to terminate this
Lease. After Tenant' s default and for as long as Landlord does not
terminate Tenant' s right to possession of the Premises, if Tenant
r\rcahy',churc11.1s:
26
obtains Landlord' s consent Tenant shall have the right to assign or
sublet its interest in this Lease, but Tenant shall not be released
from liability. Landlord' s consent to a proposed assignment or
subletting shall not be unreasonably withheld.. If Landlord elects
to relet the Premises as provided in this Paragraph, rent that
Landlord receives from reletting shall be applied to the payment
of:
First, any indebtedness from Tenant to Landlord other than
rent due from Tenant;
Second, all costs, including for maintenance, incurred by
Landlord in reletting; and
Third, rent due and unpaid under this Lease. After
deducting the payments referred to in this Paragraph, any sum
remaining from the rent Landlord receives from reletting shall be
held by Landlord and applied in payment of future rent as rent
becomes due under this Lease. In no event shall Tenant be entitled
to any excess rent received by Landlord. If, on the date rent is
due under this Lease, the rent received from the reletting is less
than the rent due on that data, Tenant shall pay to Landlord, in
addition to the remaining rent due, all costs, including for
maintenance, Landlord incurred in reletting that remain after
applying the rent received from the reletting as provided in this
Paragraph.
(b) Right to Possession Terminated. Landlord can
terminate Tenant's right to possession of the Premises at any time.
No act by Landlord other than giving notice to Tenant shall
terminate this Lease. Acts of maintenance, efforts to relet the
Premises, or the appointment of a receiver on Landlord' s initiative
to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's right to possession. On
termination, Landlord has the right to recovery as provided in
Civil Code Section 1951. 2. "The worth, at the time of the award" ,
as used in Civil Code Section 1951. 2 (x) (1) and (2) , is to be'
computed by allowing .interest at the rate of ten percent (10%) per
annum. "The worth, at the time of the award" , as referred to in
Civil Code Section 1951. 2 (a) (�) , i-�: to be computed by discounting
the amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award, plus one percent (1%) .
(c) Curing Tenant' s Default. Landlord, at any time
after Tenant commits a default, can cure the default at Tenant ' s
Cost. If Landlord at any time, by reason of Tenant' s default, pays
any sum or does any act that requires the payment of any sum, the
sum paid by Landlord shall be due immediately from Tenant to
Landlord at the time the sum is paid, and if paid at a later date
shall bear interest at the rate of ten percent (10%) per annum from
r1rc:�lryl�Iwrch.lsc
27
the date the sum is paid by Landlord until Landlord is reimbursed
by Tenant. The sum, together with interest on it shall be
additional rent.
38 . Late Charge. Tenant acknowledges that late payment by
Tenant to Landlord of rent or any other sums due to Landlord will
cause Landlord to incur costs not contemplated by this Lease, the
exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation,
processing and accounting charges, and late charges that may be
imposed on Landlord by the terms of any encumbrance and note
secured by any encumbrance covering the Premises. Therefore, if any
installment of rent or any other sum due firom Tenant is not
received by Landlord within ten (10) days of the date such
installment or sum is due, Tenant shall pay to Landlord an
additional sum of six percent (6%) of the overdue rent or other sum
due as a late charge. The parties agree that this late charge
represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by Tenant. Acceptance
of any late charge shall not constitute a waiver of Tenant's
default with respect to the overdue amount, or prevent Landlord
from exercising any of the other rights and remedies available to
Landlord. Rent or other ;gums due. which are not paid when due shall
bear interest from the date due until paid at the rate of ten
percent (10%) per annum, or the highest rate permitted by law,
whichever is the lower rate.
39. Curing Landlord' s Default. Landlord shall be in
default of this Lease if it fails or refuses to perform any
provision of this Lease that it is obligated to perform if the
failure to perform is not cured within thirty (30) days after
notice of the default has been given by Tenant to Landlord. If the
default cannot reasonably be cured within thirty (30) days,
Landlord shall not be in default of this Lease if Landlord
commences to cure the default within the thirty (30) -day period and
diligently and in good faith continues to cure the default. Tenant,
at any time after Landlord commits a default, can cure the default
at Landlord' s cost. If Tenant at any time, by reason of Landlord' s
default, pays any sum or does any act that requires the payment of
any sum, the sum paid by Tenant shall be due immediately from
Landlord to Tenant at the time the sum is paid, and if paid at a
later date shall bear interest at the rate of ten percent (10%) per
annum from the date the sum is paid by Tenant until Tenant is
reimbursed by Landlord.
40. Signs: Advertising. Tenant- at its cost shall have the
right to place, construct, and maintain signs on the exterior of
the Building and on the Property. Such signage shall comply with
governmental requirements, and shall be subject to Landlord's
reasonable prior approval. Tenant shall not have the right to
rVealty\churcILU
28
place, construct, or maintain any other advertisement, awning,
banner, or other exterior decoration without Landlord's consent.
Tenant shall also have the right to place, construct, and maintain
any signs it deems advisable on the interior of the Building. Any
sign that Tenant has the right to place, construct, and maintain
shall comply with all laws, and- Tenant shall obtain any approval
required by such laws. Landlord makes no representation with
respect to Tenant's ability to obtain such approval.
41. Right of Entry. Landlord and its authorized
representatives shall have the right to enter the 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;
(c) To serve, post, or keep posted any notices
required or allowed under the provisions of this Lease;
(d) To post "for sale" signs at any time during the
term, to post "for rent" or "for Lease" signs during the last three
(3) months of the term, or during any period while Tenant is in
default;
(e) To show the Premises to prospective brokers,
agents, buyers, Tenants, or persons interested in an exchange, at
any time during the term; and
(f) To shore the foundations, footings, and walls of
the building and other improvements that area part of the Premises
and to erect scaffolding and protective barricades around and about
the Premises, but not so as to prevent entry to the Premises, and
to do any other act or thing necessary for the safety or
preservation of the Premises if any excavation or other
construction is undertaken or is about to be undertaken on any
adjacent property or nearby street. Landlord's right under this
provision extends to the owner of the adjacent property on which
excavation or construction is to take place and the adjacent
property owner's authorized representatives.
Landlord shall not be liable in any manner for any
inconvenience, disturbance, loss of business, nuisance, or other
damage arising out of Landlord's entry on the Premises as provided
rlreui ty\cliurcl�.lx:
29
in this Paragraph, except damage resulting from the acts or
omissions of Landlord or its authorized representatives. 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.
42 . Subordination; Estoppel. This Lease is and shall be
prior to any encumbrance now of record and any encumbrance recorded
after the date of this Lease affecting the Premises.
If, however, a lender requires that this Lease be
subordinate to any such encumbrance, this Lease shall be sub-
ordinate to that encumbrance, if Landlord first obtains from the
lender a written agreement that provides substantially the
following:
"As long as Tenant performs it obligations under this
Lease, no foreclosure of, deed given in lieu of foreclosure of, or
sale under the encumbrance, and no steps or procedures taken under
the encumbrance, shall affect Tenant's rights under this Lease.
"The provisions of this Lease concerning the disposition of
insurance proceeds on destruction of the Premises, and the
provisions of this Lease concerning the disposition of any
condemnation award, shall prevail over any conflicting provisions
in the encumbrance. "
Tenant shall attorn to any purchaser at any foreclosure
sale, or to any grantee or transferee designated in any deed given
in lieu of foreclosure.
Tenant shall execute the written agreement and any other
documents required by the lender to accomplish the purposes of this
Paragraph.
Each party, within ten (10) days after notice from the
other party, shall execute and deliver to the other party, in
recordable form, a certificate stating that this Lease is
unmodified and in full force and effect, or in full force and
effect as modified, and stating the modifications. The certificate
also shall state the amount of minimum monthly rent, the dates to
which the rent has been paid in advance, and the amount of any
security deposit or prepaid rent. If a party fails to deliver the
certificate within the ten (10) days, the party failing to deliver
the certificate irrevocably constitutes and appoints the other
party as its special attorney-in-fact to execute and deliver the
certificate to any .third party.
43 . Notice. Any notice, demand, request, consent,
approval, or communication that either party desires or is required
r\realty\churcidse
30
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.
Notice shall be deemed communicated within forty-eight (48) hours
from the time of mailing if mailed as provided in this Paragraph.
44 . Waiver. No delay or omission in the exercise of any
right or remedy of Landlord on any default by Tenant shall impair
such a right or remedy or be construed as a waiver. The receipt and
acceptance by Landlord of delinquent rent or other sums due it
shall not constitute a waiver of any other default; it shall
constitute only a waiver of timely payment for the particular rent
payment or other sums involved. No act or conduct of Landlord,
including, without limitation, the acceptance of the keys to the
Building, shall constitute an acceptance of the surrender of the
Premises by Tgnant before the expiration of the term. Only a
notice from Landlord to Tenant shall constitute acceptance of the
surrender of the Premises and accomplish a termination of the
Lease. Landlord's consent to or approval of any act by Tenant
requiring . Landlord's consent or approval shall not be deemed to
waive or render unnecessary Landlord's consent to or approval of
any subsequent act by Tenant. Any waiver by Landlord of any default
must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of the Lease. The
provisions of this Paragraph 44 are reciprocal to Tenant and Tenant
shall have each right and benefit hereinabove granted to Landlord.
45. Recordable Memorandum of Lease; Quitclaim Deed. A
memorandum of this Lease shall be recorded. Tenant shall execute
and deliver to Landlord on the expiration or termination of this
Lease, immediately on Landlord's request, a quitclaim deed to the
Premises, in recordable form, designating Landlord as transferee.
46. Effect of Sale or Transfer of Premises. If Landlord
sells or transfers all or any portion of the Premises, Landlord, on
consummation of the sale or transfer, shall be released from any
liability thereafter accruing under this Lease. If any trust monies
have been paid by Tenant, Landlord can transfer them to Landlord ' s
successor and on such transfer Landlord shall be discharged from
any further liability in reference to those trust monies.
47. Attorney' s Fees. If either party becomes a party to
any litigation or arbitration concerning this Lease, the Premises,
or the building or other improvements in which the Premises are
located, by reason of any act or omission of the other party or its
authorized representatives, and not by any act or omission of the
Areatylchurchdse
31
party that becomes a party to that litigation or arbitration or any
act or omission of its authorized representatives, the party that
causes the other party to become involved in the litigation or
arbitration shall be liable to that party for reasonable attorney's
fees and court costs incurred by it in the litigation or
arbitration. 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.
48 . Surrender of Premises; Holding Over. On expiration or
ten (10) days after termination of the term, Tenant shall surrender
to Landlord the Premises and all Tenant's, improvements and
alterations in good condition (except for ordinary wear and tear
occurring after the last necessary maintenance made by Tenant and
destruction to the Premises and except for alterations that Tenant
has the right to remove or is obligated to remove) . Tenant shall
remove all its personal property within the above stated time.
Tenant shall perform all restoration made necessary by the removal
of any alterations or Tenant' s personal property within the time
periods stated in this Paragraph. Landlord can elect to retain or
dispose of in any manner any alterations or Tenant's personal
property that Tenant does not remove from the Premises on
expiration or termination of the term as allowed or required by
this Lease by giving at least ten (10) days' notice to Tenant.
Title to any such alterations or Tenant' s personal property that
Landlord elects to retain or dispose of on expiration of the ten
(10) day period shall vest in Landlord. Tenant waives all claims
against Landlord for any damage to Tenant resulting from Landlord' s
retention or disposition of any such alterations or Tenant's
personal property. Tenant shall be liable to Landlord for
Landlord's costs for storing, removing, and disposing of any
alterations or Tenant's personal property. If Tenant fails to
surrender the Premises to Landlord on expiration or ten (10) days
after termination of the term as required by this Paragraph, Tenant
shall hold Landlord harmless from all damages resulting from
Tenant' s failure to surrender the Premises, including, without
limitation, claims made by a succeeding Tenant resulting from
Tenant' s failure to surrender the Premises. If Tenant, with
Landlord' s consent, remains in possession of the Premises after
expiration or termination of the term, or after the date in any
notice given by Landlord to Tenant terminating this Lease, such
possession by Tenant shall be deemed to be a month-to-month tenancy
terminable on thirty (30) days ' notice given at any time by either
party. During any such month-to-month tenancy, Tenant shall pay
rent based on the fair market value as determined by the parties
or, failing agreement, then pursuant to the provisions of Paragraph
3 (b) (2) . All provisions of this Lease except those pertaining to
term and option to extend shall apply to the month-to-month
tenancy.
r\ra:ilry\church1sL
32
49. Rules and Regulations. Landlord shall have the right
from time to time to promulgate reasonable rules and regulations
for the safety, care and cleanliness of the Premises, the Building
and all common areas, or for the preservation of good order. on
delivery of a copy of such rules and regulations to Tenant, Tenant
shall comply with the rules and regulations, and a violation of any
of them shall constitute a default by Tenant under this ,Lease. If
there is a conflict between the rules and regulations and any of
the provisions of this Lease, the provisions of this Lease shall
prevail.
50. Miscellaneous Provisions.
Lease. (a) Time is of the essence of each provision of this
(b) Whenever consent- or approval of either party is
required, that party shall not unreasonably withhold such consent
or approval.
(c) Each party shall deliver to the other party on
execution of this Lease a certified copy of a resolution of its
board of directors authorizing the execution of this Lease and
naming the officers that are authorized to execute this Lease on
behalf of the corporation.
(d) This Lease shall be binding on and inure to the
benefit of the parties and their successors, except as provided in
Paragraph entitled "Prohibition Against Voluntary Assignment,
Subletting, and Encumbering. "
(e) Rent and all other sums payable under this Lease
must be paid in lawful money of the United State of America.
(f) Each party represents that it has not dealt with
any broker or finder with respect to this Lease. Each party shall
hold harmless the other party from damages resulting from any
claims that may be asserted against the other party by any broker,
finder, or other person, with whom the other party has or
purportedly has dealt.
(g) All exhibits referred to are attached to this
Lease and incorporated by reference.
(h) This Lease shall be construed and interpreted in
accordance with the laws of the State of California.
(i) This Lease contains all the agreements of the
parties and cannot be amended or modified except by a written
agreement.
r1rt::rl ty\clturcii.lsu
33
(j ) The definitions contained in this Lease shall be
used to interpret this Lease. These definitions are the following:
Alteration - any addition or change to, or modification of,
the Premises made by Tenant after the initial construction period,
including, without limitation; fixtures, but excluding trade
fixtures as defined here, and Tenant' s improvements as defined
here.
Authorized representative - any officer, agent, employee,
or independent contractor retained or employed by either party,
acting within authority given him by that party.
Award - all compensation, sums or anything of value
awarded, paid or received on a total or partial condemnation.
Condemnation - (a) the exercise of any governmental power,
whether by legal proceedings or otherwise, by a condemnor and (b)
a voluntary sale or transfer by Landlord to any condemnor, either
under threat , of condemnation or while legal proceedings for
condemnation are pending.
Condemnor - any public or quasi-public authority, or
private . corporation or individual, having the power of
condemnation.
Damage - injury, deterioration, or loss to a person or
property caused by another person's acts or omissions. Damage
includes death.
Date of taking - the date the condemnor has the right to
possession of the property being condemned.
Destruction - any damage, as defined here, to or
disfigurement of the Premises.
Good condition - the good physical condition of the
Premises and each portion of the Premises, including, without
limitation, signs, windows, show windows, appurtenances, and
Tenant' s personal property as defined here. "In good condition"
means first-.class, neat, clean, and broom-clean, and is equivalent
to similar phrases referring to physical adequacy in appearance and
for use.
Interest - the rate specified at various sections of this
Lease, but in no instance shall any interest rate exceed the
maximum rate permitted by law.
Hold harmless - to defend and indemnify from all liability,
losses, penalties, damages as defined here, costs, expenses
r\rcal tylclwrcIi.6L:
34
(including, without limitation, attorneys ' fees) , causes of action,
claims, or judgments arising out of or related to any damage, as
defined here, to any person or property.
Law - any judicial decision, statute, constitution,
ordinance, resolution, regulation, rule, administrative order, or
other requirement of any municipal, county, state, federal, or
other government agency or authority having jurisdiction over the
parties or the Premises, or both, in effect either at the time of
execution of the Lease or at any time during the term, including,
without limitation, any regulation or order of quasi-official
entity or body (e.g. , board of fire examiners or public utilities) .
Lien - a charge imposed on the Premises by someone other
than Landlord, by which the Premises are made security for the
performance of an act. Most of the liens referred to in this Lease
are mechanics liens.
Maintenance - repairs, replacement, repainting, and
cleaning.
Restoration - the reconstruction, rebuilding,
rehabilitation, and repairs that are necessary to return destroyed
portions of the Premises and other property to substantially the
same physical condition as they were in immediately before the
destruction.
Successor - assignee, transferee, personal representative,
heir, or other person or entity succeeding lawfully, and pursuant
to the provisions of this Lease, to the rights or obligations of
either party.
Tenant's improvement - any addition to or modification of
the Premises made by Tenant before, at, or near the commencement of
the term, including, without limitation, fixtures (not including
Tenant's trade fixtures, as defined here) .
Tenant' s personal oronerty - Tenant's equipment, furniture,
merchandise, and movable property placed in the Premises by Tenant,
including Tenant' s trade fixtures, as defined here.
Tenant's trade fixture - any property installed in or on
the Premises by Tenant for purposes of trade, manufacture,
ornament, or related use.
Term - the period of time during which Tenant has a right
to occupy the Premises.
Termination - the ending of the term for any reason before
expiration, as defined here.
arealiy\cliurcjose
35
(k) The captions and the table of contents of this
Lease shall have no effect on its interpretation.
(1) When required by the context of this Lease, the
singular shall include the plural.
(m) "Party" shall mean Landlord or Tenant; and if more
than one person or entity is Landlord or Tenant, the obligations
imposed on that party shall be joint and several. .
(n) The parties have discussed how they will resolve
any disputes and considered using arbitration or reference based
upon factors of cost and expediency.. After such, discussion it was
agreed that disputes will be resolved by litigation; however, both
parties hereby irrevocably waive their right to a trial by jury on
any issue and/or action which may arise hereunder.
rucalty\churdilic
36
This Lease is made at San Luis Obispo, California, in
duplicate originals and shall be deemed effective on the date first
above written.
LANDLORD:
DATED: June ��� 1994 . THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
A Not For Profit California
Corporation
By. h
BARBARA RAYBURN, Co-Moderator
GERALD RAYBURN;" Co-Moderator
TENANT:
DATED: June � � , 1994. AD CARE
A Not For Profit California
Corporation
DAVID TROXEL,
Executive Director
APPROVED AS TO FORM AND CONTENT:
Dated: June �s, 1994 CARSEL & CARSEL
Attorneys t Law
By:
—
i r ChARD A. CARSEL
Attorneys for Landlord
Dated: June , 1994 WOOLPERT, TOEWS & TERHUNE
Attorneys at Law
By: �`vL
. CHRI OPHER TOEWS
Attbrneys for Tena
r\rwlry\elmrch.lu � ��
3By . b
Harry L. Ov ' tt
BOARD PRF,` ENT
Exhibit "All (On Following Page)
SITE PLAN OF PREMISES AND BUILDING
[Text Reference: Paragraphs 1 and 33]
mreally\diurclusc
38
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l05 OSOS VALlE&OAD
EXHIBIT Page of
FIRST AMENDMENT
to the
LEASE AGREEMENT
between
THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
and
LIFESPAN SERVICES NETWORK, INC.
(formerly Down as AD CARE)
r\maltylchurch.lam
EXHIBIT C-1
TABLE OF CONTENTS
Paae
1. Change of Name of Tenant . . . . . . . . . . . . . . . 1
2. Description of the Premises . . . . . . . . . . . . . 1
3. Change of Term. . . . . . . . . . . . . . . . . . . . 2
4. Commencement of Construction . . . . . . . . . . . . . 2
5. Warranty of Payment . . . . . . . . . . . . . . . . . 2
6. Early Termination by Landlord . . . . . . . . . . . . 3
7. Ownership of the Building at Lease Termination . . . . 3
8. Use . . . . . . . . . . . . . . . . . . . . . . . . 4
9. Tenant's Maintenance . . . . . . . . . . . . . . . . . 4
10. Possible Relocation of Building [deleted] . . . . . . 5
11. No Further Amendments . . . . . . . . . . . . . . . . 5
Exhibit "A": Site Plan of Premises and Building . . . . . 7
t=Mty\churchlam
1
FIRST AMENDMENT
to the
LEASE AGREEMENT
between
THE CONGREGATIONAL CHURCH - UNITED CHURCH OF CHRIST
and
LIFESPAN SERVICES NETWORK, INC.
(formerly known as AD CARE)
This Agreement is the First Amendment ("the First
Amendment") to the Lease Agreement made on June 151 1994, between
THE CONGREGATIONAL CHURCH - UNITED CHURCH OF CHRIST, A Not For
Profit California Corporation ("Landlord") , whose mailing address
is P.O. Box 3559, San Luis Obispo, California 93403, and AD CARE,
A Not For Profit California Corporation ("Tenant") , whose mailing
address is P.O. Box 1796, Atascadero, California 93423-1796 ("the
Lease") , who agree as follows:
1. Change of Name of Tenant. Tenant represents that:
(a) On May 25, 1995, Tenant caused a Certificate of
Amendment of Articles of Incorporation to be filed in the office of
the California Secretary of State, as Document No: A461980, under
the terms of which Tenant changed its name from "AD Care, Inc. " to
"LifeSpan Services Network, Inc. " (hereinafter sometimes referred
to as "LIFESPAN") ;
(b) LIFESPAN encompasses the work and activities of
the following senior services organizations: Ad Care, Caring
Callers, Senior Peer Counseling, RSVP and AmeriCorps, together with
such other similar organizations as may be included in the future;
and
(c) LIFESPAN will continue to be operated as a
California Nonprofit Public Benefit Corporation and all activities
administered by LIFESPAN will be consistent with such nonprofit
status.
Landlord accepts Tenant's representation as stated.
Accordingly, any and all references to "Tenant" in the Lease or in
this First Amendment shall mean "LifeSpan Services Network, Inc. "
2. Description of the Premises. Paragraph 1. of the
Lease is deleted in its entirety and replaced with the following:
"l. Description of Premises. Landlord is
the owner of the real property located in the City
of San Luis Obispo, County of San Luis Obispo,
State of California, commonly known as 11245 Los
ftealtfthurchlam
1
Osos Valley Road ("the Property") . Landlord is
presently in negotiations with the City of San
Luis Obispo, California ("the City") , for the
purchase by Landlord of real property adjacent to
the Property, as marked approximately in blue on
Exhibit "A" ("the Premises") . If Landlord is
successful in purchasing the Premises from the
City on or before November 30, 1995, then Landlord
leases to Tenant the Premises, and the appurtenant
rights set forth in Paragraph 2. , for the purposes
set forth herein. "
3. Change of Term. Paragraph 3. (a) of the Lease is
deleted in its entirety and replaced with the following:
"3. (a) Term. The term of this Lease shall
be twenty-five (25) years, commencing on the date
Tenant receives a certificate of occupancy as
described below at Paragraphs 4 (i) and 4 (o) (2)
("the term") , unless sooner terminated pursuant to
this Lease. In addition, at the sole election of
Landlord and in Landlord's sole discretion,
Landlord shall have the right to terminate this
Lease if Tenant has not commenced construction, as
more particularly described herein at Paragraph
4. , within three (3) years from October 1, 1995. "
4. Commencement of Construction. Paragraph 4. (c) of the
Lease is deleted in its entirety and replaced with the following:
114. (c) Commencement of Construction.
Tenant shall commence construction of the Project,
or any element or phase of the Project, as soon as
any and all necessary governmental approvals and
financing have been obtained. Tenant shall
diligently pursue the work to completion, and the
Building shall be fully ready to open for business
not later than September 1, 1999, except as such
date may be extended by the number of working days
lost by reason of strikes, fire, act of God, or
other events beyond the Tenant's control.
Tenant's failure to commence or complete
construction as herein described shall be deemed a
default by Tenant. "
5. Warranty of Payment. Paragraph 4. (g) of the Lease is
deleted in its entirety and replaced with the following:
114. (g) Warranty of Payment. Tenant
estimates that the total cost of the Project will
raeaitylchurchlam
2
be approximately three hundred thousand dollars
($300, 000.00) , virtually all of which Tenant
intends to borrow. Tenant shall obtain an
amortized loan for a twenty-five (25) year period
and will completely pay off the loan by the
conclusion of the Lease term (unless Landlord
exercises its right to terminate the Lease before
the term is completed) . Tenant warrants to
Landlord that it shall not obtain any additional
financing on the Project after the initial loan of
approximately $300,000 is granted, and Tenant
shall execute any and all documents which Landlord
deems necessary in order to reasonably enforce
this warranty. In the event that Tenant should
default on the loan the lender may at its
election, assume Tenant's rights under this Lease
by becoming Tenant's assignee; if it fails to do
so the Lease will be terminated, Landlord shall
have the right, but not the obligation, to
reinstate and assume the loan in which event
Landlord shall take title to the Building and
obtain all of Tenant's interest in the Project. "
6. Early Termination by Landlord. Paragraph 8. of the
Lease is deleted in its entirety and replaced with the following:
118. Early Termination by Landlord. At any
time after the first twelve (12) years of the
Lease term, Landlord will have the right to
terminate the Lease upon twelve (12) months prior
written notice to Tenant ("the termination
notice") . "
7. Ownership of the Building at Lease Termination.
Paragraph 9. of the Lease is deleted in its entirety and replaced
with the following:
"9. ownership of Building at Lease Termina-
tion. At the end of the twelve (12) month
termination notice period Landlord shall have the
right to take possession of the Building, and
shall obtain all rights in the Project, upon _
satisfaction of or the assumption of the remaining
debt of Tenant on the Project at that time. If
Landlord does not give a termination notice during
the Lease term ownership of the Building shall be
transferred to Landlord at the conclusion of the
twenty-five (25) year Lease term without any
further act by Landlord and without payment of any
further sums by Landlord (other than customary
ftealt Achurchlam
3
escrow costs) . "
8. Use. Paragraph 11. of the Lease is deleted in its
entirety and replaced with the following:
"ll. Use.
(a) By Tenant. Tenant shall use the
Building primarily for adult day care services for
its clients and secondarily for office purposes
and, except as provided below at Paragraph it (b) ,
for no other uses without the prior written
consent of the Landlord.
(b) By Landlord. Landlord shall have
the right to use the day care portions and the
conference room of the Building on all Sundays
during the Lease term and at such other times as
shall be mutually agreed upon between the parties.
In addition, Landlord shall have designated
storage space in the Building as shall be mutually
agreed upon between the parties. The parties
shall each designate in writing a representative
to serve as a liaison for purposes of coordinating
ongoing problems which will result from a shared
usage of the Building, such as cleaning and
maintenance, scheduling, parking, etc.
(c) By City. The City shall have the right
to use the community room in the Building for
City's senior programs on an as available basis.
Any such use shall be requested by City in
writing, shall be coordinated and administered by
Landlord and Tenant, and shall be subject to
reasonable Building use policies adopted by
Landlord and Tenant for all other users of the
Building (including, by way of example and not
limitation, the requirement that City fully
indemnify Landlord and Tenant for any claims or
losses which arise from City's use of the
Building) . "
9. Tenant's Maintenance, Paragraph 13. of the Lease is
deleted in its entirety and replaced with the following:
1113. Tenant's Maintenance. Tenant shall, at
its cost and expense, take appropriate safety
precautions (such as, if necessary, and by way of
example only, fencing/netting or other techniques)
to protect the Building and the Premises from
ftealgthumhdam
4
adjacent City golf course operations, to the
reasonable approval of Tenant's insurance
carrier(s) and City's Community Development and
Parks and Recreation Directors. Except for common
areas, Tenant at its cost shall maintain in good
condition all portions of the Premises, including,
without limitation, all Tenant's personal
property, signs, plate glass and windows. Tenant
shall be liable for any damage to the Premises
resulting from the acts or omissions of Tenant or
its authorized representatives."
10. Possible Relocation of Building. Paragraph 33. of the
Lease is deleted in its entirety and is not replaced.
11. No Further Amendments. Except as herein amended, all
of the remaining terms and conditions of the Lease shall remain in
full force and effect.
This First Amendment is made in duplicate originals at San
Luis Obispo, California.
LANDLORD:
DATED: July , 1995. THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
A Not For Profit California
Corporation
By:
MARTHA BURKETT, Moderator
TENANT:
DATED: July , 1995. LIFESPAN SERVICES NETWORK, INC.
A California Nonprofit Public
Benefit Corporation
By:
HARRY OVITT, President
By:
CARMEN K. SINGH, Secretary
tueattylchurchlam
5
APPROVED AS TO FORM AND CONTENTS .
Dated: July . _ .- , 1995. CARSEL & CARSEL
Attorneys at Law .
By: - -- -
RICHARD A.. CARSEL
Attorneys for Landlord
Dated: July , 1995. WOOLPERT, MEWS & TERHUNE
Attorneys at Law -
By:
J. CHRISTOPHER TOEWS
Attorneys fair, 'Tenant
iuealtjr�ctnirc�lam
Exhibit "All (On Following Page)
SITE PLAN OF PREMISES AND BUILDING
[Text Reference: Paragraph 1]
tuealty\church.lam
7
Recording Requested By:
RICHARD A. CARSEL, ESQ.
When Recorded Return To:
RICHARD A. CARSEL, ESQ.
CARSEL & CARSEL
1118 Palm Street
San Luis Obispo, CA 93401
APN
MEMORANDUM OF LEASE
This is a MEMORANDUM of the Lease ("Lease") made on
June 15, 1994, between THE CONGREGATIONAL CHURCH - UNITED
CHURCH OF CHRIST, A Not For Profit California Corporation
("Landlord") , whose mailing address is P.O. Box 3559, San Luis
Obispo, California, 93403, and LIFESPAN SERVICES NETWORK, INC. ,
A California Nonprofit Public Benefit Corporation, formerly
known as AD CARE, A Not For Profit California Corporation
("Tenant") , whose mailing address is P.O. Box 1796, Atascadero,
California 93423-1796, and of the First Amendment to the Lease
made by the parties on July , 1995 ("First Amendment") , on
the following terms and conditions:
1. Description of Premises. Landlord is the owner of
the real property located in the City of San Luis Obispo,
County of San Luis Obispo, State of California, commonly known
as 11245 Los Osos Valley Road ("the Property") . Landlord
leases to Tenant a portion of the Property, as marked approxi-
mately in blue on Exhibit "A" ("the Premises") , and the appur-
tenant rights set forth in Paragraph 2, for the purposes set
forth herein.
2. Appurtenant Rights. The appurtenant rights
referred to in this Lease are as follows:
(a) Tenant shall have full and unimpaired access
to the Premises at all times except for limited rights of
Landlord and the City of San Luis Obispo, California, to use
portions of the Building as provided in Paragraphs 11 (b) and
(c) of the Lease, and except for the possible denial of access
caused by destruction as provided in Paragraphs 26 and 27 of
the Lease.
(b) Tenant shall be entitled to the use of eleven
(11) non-designated parking spaces in the parking lot indicated
in Exhibit "A" .
3. Term; Option to Extend.
(a) Term. The term of this Lease shall be
twenty-five (25) years, commencing on the date Tenant receives
r\realty\church.mem EXHIBIT C-2
a certificate of occupancy ("the term") , unless sooner
terminated pursuant to this Lease. In addition, at the sole
election of Landlord and in Landlord's sole discretion,
Landlord shall have the right to terminate this Lease if Tenant
has not commenced construction, as more particularly described
herein at Paragraph 4. , within three (3) years from October 1,
1995.
(b) Option to Extend. In the event that Landlord
desires that Tenant vacate the Building at the conclusion of
the Lease term Landlord shall give Tenant twelve (12) months
prior notice. If such notice is not given Tenant shall have
the right to lease the building for an additional period of one
(1) year, following the conclusion of the Lease term. Landlord
shall have the right to terminate this Lease as of any anniver-
sary of the last day of this Lease term by giving Tenant not
less than twelve (12) months prior written notice to that
effect. If Landlord fails to give such notice the Lease shall
continue in effect as a tenancy from year to year subject to
all terms and conditions of this Lease.
(1) When 12 Month Notice Not Required. If
Tenant is in default as of any date which is twelve (12) months
or less before the end of the Lease term, Landlord may give
notice of such default to Tenant at any time which is not less
than thirty (30) days prior to the end of the Term. Such
notice shall be effective at Landlord's election to terminate
this Lease at the end of this initial term unless the default
is cured within thirty (30) days of such notice.
(2) Rent During Extended Term. The rent
during the extended term shall be as mutually agreed between
the parties. If the parties are unable to agree upon the fair
market rent, the matter shall be submitted to binding arbitra-
tion. In the event of arbitration, the standard for deter-
mining any rent to be paid shall be the fair rental value of
the Premises. If the parties cannot agree on an arbitrator
they shall each select a real estate broker and the two brokers
shall select an arbitrator. If the two brokers cannot agree on
an arbitrator then the arbitrator shall be selected by a Judge
of the Superior Court of San Luis Obispo County. No discovery
of any kind shall be permitted to either party. Each party
shall bear their respective costs and attorney's fees in the
arbitration.
4. Construction of Building by Tenant. Tenant will
install a building of approximately thirty-three hundred
(3, 300) square feet on the Property ("the Building") . The
Building and related improvements, such as parking spaces,
landscaping, utility installations and the like, are sometimes
collectively referred to as "the Project".
5. Early Termination by Landlord. At any time after
the first twelve (12) years of the Lease term, Landlord will
have the right to terminate the Lease upon twelve (12) months
prior written notice to Tenant ("the termination notice") . "
6. Ownership of the Building at Lease Termination.
r\realty\church.mem 2
At the end of the twelve (12) month termination notice period
Landlord shall have the right to take possession of the
Building, and shall obtain all rights in the Project, upon
satisfaction of or the assumption of the remaining debt of
Tenant on the Project at that time. If Landlord does not give
a termination notice during the Lease term ownership of the
Building shall be transferred to Landlord at the conclusion of
the twenty-five (25) year Lease term without any further act by
Landlord and without payment of any further sums by Landlord
(other than customary escrow costs) .
7. Negation of Joint Venture. Landlord shall not
become or be deemed a partner or a joint venturer with Tenant
by reason of any of the provisions of this Lease.
IN WITNESS WHEREOF the parties have executed this
Memorandum of Lease in triplicate originals.
LANDLORD:
DATED: July , 1995. THE CONGREGATIONAL CHURCH -
UNITED CHURCH OF CHRIST
A Not For Profit California
Corporation
By:
.MARTHA BURKETT, Moderator
TENANT:
DATED: July , 1995. LIFESPAN SERVICES NETWORK, INC.
A California Nonprofit Public
Benefit Corporation
By:
HARRY OVITT, President
By:
CARMEN K. SINGH, Secretary
r\realty\church.mem 3
APPROVED AS TO FORM AND CONTENT:
Dated: July , 1995. CARSEL & CARSEL
Attorneys at Law
By:
RICHARD A. CARSEL
Attorneys for Landlord
Dated: July , 1995. WOOLPERT, TOEWS & TERHUNE
Attorneys at Law
By:
J. CHRISTOPHER TOEWS
Attorneys for Tenant
r\realty\church.mem 4
STATE OF CALIFORi4IA )
. ) ss.
COUNTY OF SAN LUIS OBISPO )
On 1995, before me,
, Notary Public, personally
appeared MARTHA BURKETT, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies) , and that by
his/her/their signature(s) on the instrument the person(s) , or
the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
Notary Public in and for said
County and State
STATE OF CALIFORNIA )
ss.
COUNTY OF SAN LUIS OBISPO )
On 1995, before me,
, Notary Public, personally appeared
BARRY OVITT and CARMEN K. SINGH, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the.
person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies) , and that by
his/her/their signatures) on the instrument the person(s) , or
the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
Notary Public in and for said
County and State
r\realty\church.mem 5