HomeMy WebLinkAboutResolutions 84-132 N.C.S. 06/18/1984/~
- resolution No. s4-132N. (:, S.
of the City of Petaluma, California
AUTHORIZING THE MAYOR OR CITY MANAGER
TO ENTER INTO AND EXECUTE A LEASE BETWEEN
THE CITY AND THE PETALUMA YACHT CLUB
BE IT RESOLVED that the Mayor or City Manager is hereby authorized
to enter into and execute a .lease between the City of Petaluma and Petaluma
Yacht Club Investors, Ltd., a California Limited Partnership; and
BE IT FURTHER RESOLVED that said lease shall be approved by the
City Attorney .
Under the power and :authority conferred upon. this Council by ,the 'Cliaiter of said City.
I hereby certify the 'foregoing Resolution was introduced and adopted by the- Approved as to
Council of the City of Petaluma at a (Regular) ~~c~jcfu~e~)/ ~S,(i~cj(a~ meeting form n
on the .... ~8tY1.-•-- day of .....sTl~r?~ .........:................................. 19~~.., by the ~~ //~/~Z~[~if
following vote: .~y9-_... -,. ,. .
PATS ~'~ City Attorney
AYES: Battaglia/Bond/Cavanagh/Balshaw/V.M, Harberson./Mayor Mattei
NOES: None ' 7
ABSENT: Per~,~y ~~
..............•---..............................................................---................_. y
_. .. __.
City Clerk Ma or
Co~mcil File.. ....... .
8~-I3Z...1~7.C.S.
Form C . '?/81 Res., No ....:...........................
_ ~~ ; -
GKO;UND 'L`EASE
' Petaluma Yacht -Club
1, Ti'is Ground Lease. is made: between the City of `Petaluma,
hereafter called ",Les or.", and Petaluma Yacht Club Investors, Ltd., a
California Limited Partnership, :hereafter called "Lessee''! .
2. 'Lesson Teases to Lessee and Lessee hires from Lessor„ the
premises hereafter° described.
3. Except as expressly provided to the ,contrary in this lease, any
reference to premises, is to .the described land plus any described
appurtenances,. exclusive of any improvements now located, on the premises,
notwithstanding that any _such improvements -.may or shall be construed as
affixed to. and as constituting part of thee. real. property and wi hoist regard
to whether- title to the rnprovements is in the Lessor- or in the. Lessee.
4. The premises are Tocated at the: north end of First Street, and.
are lbounded 'by they Petaluma River and Sonoma County .Assessor's Parcel.
Nos. `7:-067'-1.5:9,., 7-067-16.0,. 7-06'7-161 and C Street;, and more particularly
described. on the attached Exhibit " A" .
5. The- term of . this lease is for twenty-five (25') years beginning
May 1:5, 1984 and ending- at ,mdnight on M"ay 15, 2009,. unless extended or
terminated as provided, for in this lease:.
6. Lessee"may. at Lessee's option,,. extend the original term. of this
lease •for a period of twenty-five (25) years, 'subj;ect to all the provisions of
this lease.. Lessees right to the option is ub'ject to the following conditions
precedent:
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A) At; least 180 days before the last ,day..of the term., Lessee.
shall gimme Lessor wriften notice irrevocably exercising .the option...
B). ~ Each party shall, at the request of the other party, exe-
cute a memor.and,um, in recordable form, acknowledging the, fact that
the option has been executed and otherwise complying with. the re-
quirements of law for- an .effective :memorandum of the lease.
7'._ As consideration for Lessorleasing the premises to Lessee, and
the, Less'ee'- leasing the premises, from Lessor, Lessee covenants to perform
the following, community services°:
A)' Act as• .a clearing house of -inquiries :received by the. City
of .Petaluma and Chamber of Commerce, from boating visitors and. clubs
wishing'" to come . to Pe_ taluma .. .
• B) Maintain a calendar and handle scheduling , of visiting yacht
clubs and groups;.
C) On week-ends; act as. greeter-s to visiting boaters and pro-
• . vide them with information about. •"Elie City, •its restaurants., shops and
services . •
D) In connection, with. the City ~ Chamber of .'Commerce and Pacific
Inter-Club Yacht Association,, encourage boaters throughout the Bay
Area to visit Petaluma.
E') The Petaluma Yacht. Club Inc. , as a member of Pacific
Inter-C1"ub Yacht .Association.,; to act as the official host of other
visiting yacht • .clubs . .
F), Construct' improvements on the premises and in the turning
basin,. and! make ,provisions for .additional guest docking at the
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premises for visitors .
G) Monitor basin activity to .assure boating safety.
8. The premises are to be used. :for construction. of a 'yacht club
clubhouse. The premises shall be used for na other purpose; unless the
prior written consent of the Lessor is obtained.
9. Within sixty (60')' days. after execution of thi's lease, Lessee .shall
commence. construction of ~ a yacht club building, as more ,fully- described on
the improvement plans: attached ..hereto as Exhibit ''"`B" .
TO . The Lessee .shall furnish Lessor witYi: a bond. to assure completion
of the Cori-struction of the.. improvements. The .bond shall be on a form
acceptable: to th,e City Attorney of` the City of Petaluma. The bond shall be
that of. a responsible stre~ty company, .licensed to do business: in 'California,
in an amount note 'less than $ i.e., the
estimated _ ,,cost of construction; and shall remain in effect until the entire
cost -:of the. work. shall have: been paid in full. and. the new improvement shall
have been insured as has been provided in ~tliis lease. The bond shall
state the following
- a) That i,t :is conditioned to secure the. completion of the
proposed, construction, free :from all liens and claims
< .of those. ,persons entitled to make 'lien claims pursuant
to Civil Code. Secfion 3110; .
b) That: the construction work shall be effected by, Lessee,
the ,general contractor, or, under default, the surety;
c) ~ That. the surety will defend and indemnify the Lessor
against all loss, cost, damage, ,expense and liability
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arising out. of or connected. with;. the work, of improve-
m'ent,..
11.. All improvements on the premises at the- expiration of the term or
sooner termination of thin lease ..shall be removed or razed at Lessee'
expense Such ,removal or ra'z'ing', shall `be done of-ter a permit is obtained
from Lessor.
T2. Lessee shall pay .all real and personal property taxes, general and
special assessments, and other charges of every description levied on or
assessed. against the premises„ improvements: located on the premises,
personal 'property located. on or .in th:e land. or' improvements, leasehold
estatee,: or any subleasehold estate,. to the. full. extent of installments falling.
due.. during the term, whether belonging to o"r chargeable against Lessor or
Lessee.. Lessee shall make ;all. such payments direct. to the charging
authority before delinquency. and before- any fine, interest, or penalty shall
become d ue or be: imposed by the operation ,,of law or. for non-payment. If
.however, the law expressly permi ts •tlie payment o f .any or all of the above
items in installments;,. whether dr not' interest accrues on the unpaid .
balance, Lessee may, at°~ ;Lessee!'s election,. utilize the p'ermi-tted installment
method, but shall pay each installment with any .interest before
delinquen cy ;
13:. Throughout they term., Lessee shall, at Lessee's sole cost and
expense, maintain. the clubhouse, ground's and all improvements in
first-class condition and repair.,, ord°na~ry-wear ,and tear excepted.
14.. Except as provided below, Lessee shall promptly and diligently
repair, .restore,. replace .and. remedy all. damage: to or destruction of all or
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any part. of the ;improvements, if the costs of the work-. so required does not.
exceed fifty percent .(5'Oo) of the .replacement value of all the improvements.
If the.. cost does exceed fifty (5Oo;)., Lessee may nevertheless repair,
restore, .and replace as above or may -by notice elect instead to raze the
improvements damaged or destroyed. Razing` • shall be done in the manner
prescribed by' the Lessor. T,he completed work of. maintenance,, compliance,
repair,. -restoration, or replacement shall be equal in value,. quality, and. use
to the condition of the improvements before the event giving rise to the
work,. 'except as .expressly provided. to the contrary in this lease. Lessor
shall not be re:quir..ed. to furnish any services' or-- facilities or to make any
repairs: or alterations of .any kind. in or :on: the premises . Lessor's election
to perform any oblig=anion of .Lessee under this. provision on Lessee's failure
to do so shall :not constitute a waiver of any xght or remedy for- Lessee's
default.
.15. All planting shall be maintained in good growing condition. Such
maintenance shall include,,. where appropriate:, pruning, mowing, weeding,
cleaning of debris and. trash., fertilizing and regular watering . Whenever
necessary, planting shall be, replaced with other plant materials to insure
continued compliance.. with applicable landscaping requirements . Required
irr..igation systems shall be fully maintained.. in sound operating condition
with heads periodically cleaned and replaced when missing to insure
continued regular 'water of landscape areas, and health .and vitality of
landscape materials ..
16. Throughout the term-, ' at Lessee!~s. aole cost acid expense, Lessee
sha1T keep. or cause to bey kept' in force; for the mutual benefit of Lessor
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and Lessee;: comprehensive broad form general public. affability insurance
against claims and. liability for personal ':injury, death, or property damage
arising. .from the; use, occupancy, disuse, or condition bf the premises,.
improvements, or adjori~ing areas, or ways; providing protection of at least
$1, 000; 000 for bodily injury or. death to any one person,_ at least $50.0, 000
for property damage, and; at aeast $1, 000, 00'0 for any one accident. or
occurrence.
A certificate of 'insurance,. or an. appropriate binder of insurance
coverage, evidencing. the above.- insurance coverages with• a company
acceptable to the Lessor's: Risk Management .Officer shall be submitted to the
Lessor. w"ti~hin thirty .(30) days of execution of this' lease on behalf of the
Lessor:.. A11 such insurance ahall be primary and name the. Lessor as an
additional insured.
The Germs of the. insu-ranee policy or policies issued to provide
the abou.e insurance coverage shall .provide that` said insurance policy or
policies may not be ~ cancelled or the terms materially changed therein
without thirty (30~) da-ys prior written notice to the. Lessor for any cause
other than non-payment of p,re`mium~. In the event of~ non-payment of
premium, notices shall _ be ,given .ten (10) days prior to the. effective date of
cancellation. Lessee shah, prior to the cancellation date or within twenty
(20) drays of notice of material change in the terms of coverage-, submit to.
the Lessor new. evidence of insurance in the am'oun.t .heretofore. established.
17. Tliroug'hout the term, at. Lessee's: sole cost and expense:,, Lessee
shall keep or cause to be kept ,:insured for the mutual benefit of Lessor and
Lessee, all .improvemen~ts~ located on or appurtenant. to the premises against
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loss or dam,ag:e by .fire and such .other- risks as are. now or hereafter
included in, an extended coverage :endorsement in common use for ..commercial.
structures, including vandalism and malicious' mischief. The amount of the
insurance shall be suffcen to prevent either Lessor or Lessee from
becoming a co-insurer under the provisions ,of the policies,. but in no
event, shall the amount be less than the amount of'.nnety percent (90$') of
the then. actual. replacement cost of the yacht club structure (herein called
full insurable- value) . Lessor sh-all. not carry- any insurance the effect of
which would `be to reduce; 'the protection or payment :to Lessee under any
insurance that this. ,Pease obligates .Lessee: to carry.. If there is any dispute
whether the amount of insurance complies with the .:above, cannot be resolved
by ,agreement, Lessor mays; not more than. once every- six. months, request.
the .career, of the insurance .then in force to determine the full. insurable
value as defined° in this provision, and the r.esultng. determination shall- be
~,
conchusive between the parties for the purpose. of this pa~rag-raph.
18 . Lessee shall not assign' ~ thus. lease or •sublet any portion of the
premises wifhout the: prior written consena of the Lessor. Any such.
assignment or subletting without consent shall be void and.. at 'the option of
Lessor, may terminate this lease. The Lessor agrees to an assignment
an'd,Lor subletting of this lease by Lessee to the Petaluma Yacht Club, Inc.
19. In the event .Lessor .agrees to an assignment or a subletting of
the; pr.emses,, other than to the' Petaluma Yacht Club, Inc.,. the new: Lessee
shall not be required to pay Lessor monthly rent ,if the new Lessee -can
perform the community services outlined in paragraph 7.. However,, if' tYie
new Lessee cannot prov;id'e the community services outlined in paragraph 7,
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then the, rie.w 1'essee shall pay lessor fair market monthly "rent for• the value
o the use'
of the premises eXClusive of imps-ovements and provide lessor
with a suitable security deposit.. In the event the parties cannot agree as
to t-lie fair rriarket .monthly rent, and lessees are assigning or sub-letting
said premises; on a. onafde arms-length transaction,. they fair market monthly
rent payable to lessor shall. `bedeemed to bey equal to 20% of the rent being
paid to 1'essee. A security deposit equal. to one. month''s rent may also be
required by 1'essor.
20. Lessee: shall comply with all_ statutes, ordfinances and requirements
~of all city, county,, state- and federal authorities now in, force or which may
hereafter be in force,. :pertaining: to the premises,, occasioned' by or
affecting the use whereof by Lessee..
21.. This Tease s~ binding upon and. inures to the benefit of the heirs..,
:assigns and successors in inferest to the par-ties..
22. Lessee agrees to accept. all responsibility for loss: or damage to
any person or entity, and, to indemnify, hold Harmless and defend Lessor,
its agents, officials and.. employees from, and `against any and all actions,,
claims, damages, disabilities or :expenses including- attorneys' fees, experts'
fees .and witness' costs that may be asserted by any person or entity,.
arising out. of, or in c"onnection `.with the Lessee's use; of the premises as; a
yacht. club.,: its agents,. subeon.tractors and employees provided` for herein,
whether or not there is~ concurrent passive or wet-five;. negligence on the part
of the Lessor:
23. Ifeither party becomes involved in litigation arising out of this
lease or the performance thereof , the Gourt in such litigation, or ~ in a
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separate: suit, shall award reasonable costs and expenses, including
attorneys''" fees:, to the'. party justly entitled. thereto. In away-ding' attorneys'
fees, the Court will n.ot be bound b'y .any court fee:, schedule, but .shall,. if
it is in .the interest . of justice to d;o so, award' the full amount of costs,
expenses and' attorneys' fees ;paid or incurred.:in good faith.
24':. In. case- of any defaul ;, and besides any, other rights ~ and remedies
Lessor may have,. ;Lessor may at .Lessor's election terminate this lease by
giving ..Lessee notice of termination. On the ,giving of notice, all Lessee's
rights ri the premises and. in all improvements shall terminate . Promptly
after notice 'of terming-lion, Lessee shall surrender and vacate the premises
and' ,all improvements arid; Lessor .may enter and take possession of the
premises and all remaining: improvements' .and: eject a'Il~~ parties in possession.
25.: The parties, intend that this Lease: shall both protect. the
investment essee is making m building the improvements on the premises.
:and. •protect lessor by providing 'for uses of the premises and improvements.
which are. beneficial to lessor:. To the extent fufure changes. in
ercum5tances necessitate a change .in use or a new sublessee or assignee,:.
'the. City shall not unreasonably withhold. itsconsent to such change in use
as d'es'cribed in paragraph 8 or' in assignment or sub.-letting as described in
paragraph 18 provided that `said use and/or, assignment or sub-letting or.
combination thereof is compatible with :and beneficial ao the. aurning basin
area, including :the adjacent and nearby bus.iriesses and other ~s;urrounding
land: uses then ongoing,,
26. Theis ,lease may .be modified, providing such modification is in
writing and signed by both parties.
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CITY. OF' P,ETALUMA,, a municipal
corporation, Lessor'
.Attest:
-.City Manager
City Clerk
Approved as: to form.:, LESSEE:-PETALUMA -YACHT CLUB
City Attorney
Name and Title
Approved:
Fin. Dir. Auditor Agrmt2
- YACHT ~ CLUB' LEASE
AGRhiT2
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