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HomeMy WebLinkAbout2016-09-27 - AGENDA REPORTS - BOYS & GIRLS CLUB LEASE AGMT (2)Agenda Item: 10 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR -41 CITY MANAGER APPROVAL: 11 -3 DATE: September 27, 2016 SUBJECT: BOYS & GIRLS CLUB OF SANTA CLARITA VALLEY LEASE AGREEMENT DEPARTMENT: Recreation, Community Services, Arts, and Open Space PRESENTER: Elena Galvez RECOMMENDED ACTION City Council: Approve a new Lease Agreement with the Boys & Girls Club of Santa Clarita Valley for use of the premises at Newhall Memorial Park on which the Boys & Girls Club Facility is located. 2. Authorize the City Manager, or designee, to execute all documents, subject to City Attorney approval. BACKGROUND The City of Santa Clarita (City) owns Newhall Memorial Park, pursuant to a Deed of Gift by the County of Los Angeles, exclusively for use as a public park, playground, and recreational facilities. The City and the Boys & Girls Club of Santa Clarita Valley (Club) entered into a 25-year lease agreement, effective October 10, 1991, under which the City leased a portion of the park property to the Club, and on which premises the Boys & Girls Club facility was constructed by the Club. The lease agreement established in 1991 will expire in October 2016, and the City and the Club now wish to enter into a new lease of the premises on the terms and conditions contained in the attached Lease Agreement. The City and the Club have agreed that in addition to making the Club Facility available for City use as identified in the Lease Agreement, a majority of the consideration to be provided by the Club for the use of the premises will be in the form of the following services rendered by the Club: (a) the Club will provide services consistent with the mission of the Boys & Girls Club of Page 1 Packet Pg. 49 America; (b) the services shall be in the form of public use of the Club Facility; and (c) the City and the Club mutually benefit by entering in this Lease Agreement, and both parties have a mutual interest in benefiting the youth of the Santa Clarita Valley. The City and the Club mutually benefit by entering into this Agreement, and both parties have a mutual interest in benefiting the youth of the Santa Clarita Valley. The overall intent is to cooperate with all matters that mutually benefit youth. Leasing the premises to the Club is in the City's interest as the Club's activities enhance the education of youth and reduce youth crime. Without the Boys and Girls Club, certain youth programs may need to be provided by the City. For these reasons, the City benefits by leasing the premises to the Club. The provision of such services by the Club is valuable, not only to the recipients, but to the City in its goal of providing services to the public utilizing the property. The vision of the Boys & Girls Club of Santa Clarita Valley is to provide every child with the essential tools needed for a successful and bright future. The Club strives to improve each child's life by instilling self-esteem, courage, and positive values through educational programs. Youth attend the Club to receive tutoring, homework assistance, computer training, sports, social recreation, education, mentoring, arts and crafts and so much more. The clauses in this Agreement have been reviewed and updated where needed; the proposed Agreement includes clauses on the Club's use of the premises and Club Facility, joint use of the Club Facility specifically the use of the gymnasium, maintenance of the Club Facility, terms and termination of the agreement, and indemnity and insurance requirements. This Lease Agreement allows the Boys & Girls Club of Santa Clarita Valley to operate the Club Facility with programs and services that benefit youth and provides the necessary protection for the City. In consideration of the leasehold granted by this agreement, the Club shall pay a rental of one (1) dollar per year. The term of the Agreement shall extend for a period of twenty-five (25) years, with the possibility of an additional twenty-five (25) year term by the mutual consent of the parties. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT None. ATTACHMENTS Lease Agreement - Boys & Girls Club HISTORY: 09/13/16 City Council / Board of Library Trustees / Parldng Authority CONTINUED Next: 09/27/16 Page 2 Packet Pg. 50 10.a LEASE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BOYS & GIRLS CLUB OF SANTA CLARITA VALLEY THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into by and between the CITY OF SANTA CLARITA, a general law City and municipal corporation (hereinafter referred to as the "City"), and the BOYS & GIRLS CLUB OF SANTA CLARITA VALLEY, a California nonprofit corporation (hereinafter referred to as the "Club") with respect to the following facts: A. The City owns the land known as Newhall Memorial Park (hereinafter referred to as the "Property"). The City owns the Property pursuant to a Deed of Gift wherein the Property was conveyed exclusively for public park, playground, and recreation purposes, and for the erection, maintenance, and operation of a public park, playground, and recreational facilities. The City also owns the following located at Newhall Memorial Park: (a) swimming pool; (b) swimming pool building; (c) bathrooms located on the back/west side of building, all of which are adjacent and/or connected to the Club's building; and (d) Newhall Park Community Room. B. The Club owns the structure known as the Boys & Girls Club and the gymnasium, having a street address of 24909 Newhall Avenue, Santa Clarita, California (hereinafter referred to as the "Club Facility"); and C. The City and the Club entered into a lease agreement effective October 10, 1991, (the "Prior Lease"), under which the City leased a portion of the Property to the Club (the "Premises") and on which Premises the Club Facility was erected; and D. The Prior Lease extended for a period of twenty-five (25) years, and is due to expire on October 10, 2016; and E. The City and the Club now wish to enter into a new lease of the Premises on the terms and conditions contained in this Agreement which will supercede the Prior Lease; and F. The City and the Club have agreed that in addition to making the Club Facility available for City use as herein provided, a majority of the consideration to be provided by the Club for the use of the Premises will be in the form of services rendered by the Club, based upon the following: a) The Club will provide services consistent with the mission of the Boys and Girls Club of America for members of the public utilizing the Club Facility (hereinafter "Services"); and b) The Services shall be in the form of public use of the Club Facility on the Premises leased to the Club or Santa Clarita Sports Complex; and Page 1 of 10 Packet Pg. 51 10.a c) The City and the Club mutually benefit by entering into this Agreement, and both parties have a mutual interest in benefiting the youth of the Santa Clarita Valley. The overall intent is to cooperate with all matters that mutually benefit youth. Leasing the Premises to the Club is in the City's interest as the Club's activities enhance the education of youth and reduce youth crime. Without the Boys and Girls Club, certain youth programs may need to be provided by the City. For these reasons, the City benefits by leasing the Premises to the Club. The provision of such Services by the Club is valuable, not only to the recipients, but to the City in its goal of providing services to the public utilizing the Property; and G. For these reasons, the City Council has determined that the execution of this Agreement is required in the furtherance of public interest. NOW, THEREFORE, the City and the Club agree as follows: 1. Lease. That subject to the provisions of this Agreement, the City does hereby lease the Premises to the Club, and the Club does hereby accept such lease of the Premises from the City. 2. Condition of the Premises. The Club acknowledges that it has been occupying the Premises for an extended period of time and that it is thoroughly familiar with the Premises. Accordingly, the Club does hereby accept the Premises pursuant to this Agreement in an "AS -IS" and "WITH ALL FAULTS" condition. Use and Shared Uses. a) The Club agrees that it will, during the term of this Agreement, utilize the Premises and the Club Facility solely and exclusively for the purpose of conducting activities relating to the programs as conducted by the Club in the past in the Santa Clarita Valley area, in conformance with all conditions and requirements of this Agreement. b) The City and the Club expressly agree that the City has the right during the term of this Agreement to utilize, jointly with the Club, the Premises and the Club Facility for public purposes in excess of those set out in this Agreement. The parties agree that they will coordinate their respective usage of the Premises and the Club Facility in a reasonable manner, so as to permit such joint usage in conformance with City policy. c) The Club shall be permitted use of the Newhall Park Community Room at no cost for the benefit of the Club's services, as deemed available per the City. The City will provide the Club with a schedule of such availability quarterly. Page 2 of 10 Packet Pg. 52 10.a d) The Club Facility shall in no way be collateralized or encumbered by the Club or its representatives for any other reason. The Club Facility shall remain unencumbered by the Club for the life of this Agreement and any renewals. e) During the term of this Agreement, and in addition to the use provided for in Section 3a) above the Club agrees that it will utilize the Premises and the Club Facility solely and exclusively for the purpose of conducting activities relating to the programs conducted by the Club. The Club shall be permitted to allow others (i.e. community groups, businesses, City, etc.), to use its Facilities provided such usage is consistent with the objectives and values of the Club. Nothing in this agreement prevents the Club from charging rent for the usage of the Club Facility f) Gymnasium. The City is permitted to use the gymnasium at no charge, as mutually agreed. The City will use the gymnasium for City programming, as listed below for the City Sports Programs, but is not limited to this exclusively. The Club and the City will cooperate in scheduling the gymnasium usage. Gymnasium use schedules shall be reviewed annually in April. The City will utilize the gymnasium space and time for City Sports Programs at the following anticipated time, but not less than the conceptual schedule listed below: • January and February (entire months) and March (first two weeks): Monday - Friday 6:30 p.m. - 10:00 p.m. and Saturday 8:00 a.m. - 7:00 p.m. • April and May (entire months) and June (first week): Monday, Tuesday, and Thursday 6:30 p.m. — 10:00 p.m. • June (last three weeks), July (entire month) and August (first two weeks): Monday - Thursday 6:30 p.m. - 10:00 p.m. and Saturday 8:00 a.m. - 7:00 p.m. • September, October, and November (entire months): Monday, Tuesday, and Thursday 6:30 p.m. — 10:00 p.m. g) Other Facilities. The remaining facilities (such as multi -purpose room and kitchen) shall be available for use by the Club for service purposes. h) Other considerations. The Club shall likewise be permitted access to the Santa Clarita Sports Complex for programs or events as mutually agreed upon on a joint use basis, at no charge, except for the direct costs of City personnel and/or other supporting services. 4. Maintenance. a) The City shall maintain in good condition and repair (including the making of all necessary replacements) all parts of the Property surrounding the Premises and the Club Facility up to the edge of the walls of the Club Facility including, but not limited to: outside access restrooms, swimming pool, Newhall Park Community Page 3 of 10 Packet Pg. 53 10.a Room, walkways, shrubs/grass/planters/trees/landscaping surrounding the Club Facility, exterior trash, all underground plumbing and fences. b) The Club shall maintain in good condition and repair (including the making of all necessary replacements) the Premises and the Club Facility from the exterior walls of the Club Facility inward, including all fixtures attached to the exterior walls, painting and exterior wall improvements, the two flag poles, the sump pump as well as monitoring the sump pump control box, and plumbing directly underneath the Club Facility. c) The City shall pay 10% of the cost for any major repairs and improvements needed for the gymnasium, provided the repair cost is commensurate with the City's shared use. Any maintenance, repair and replacement cost of shared walls between the Club Facility and pool/bathrooms shall be a 50/50 cost split. However, prior to any expenditure of $5,000 or more for replacements, repairs and maintenance, and for which the Club will seek compensation, the Club shall gain prior approval from the City Manager. The City Manager shall seek City Council approval where appropriate. The right to compensation shall not extend to maintenance, repair and replacement of non -fixtures such as computers and other equipment and personal property, nor to any administrative area used exclusively or primarily by the Club. d) The repair of damage due to fire, flood, vandalism, or similar extraordinary occurrence shall be borne by the party responsible for maintenance as described in this section. The Club shall acquire full replacement value fire, flood, earthquake and extended damage insurance coverage for the Club Facility, and such insurance coverage shall be designated as the primary coverage for such occurrences, with any insurance coverages carried by the City being secondary coverage. e) The Club shall be responsible for payment of all utility charges throughout the Club Facility, excluding the outside restrooms and pool. The City shall be responsible for utility charges for the outside restrooms and pool and whatever telephone charges are incurred by City personnel, employees, or officers. f) For any maintenance not addressed in this agreement, the City and the Club shall share the cost of maintaining the Club Facility in a reasonable condition during the term of this Agreement so as to permit the usage of the Property as contemplated by this Agreement. 5. Rental. In consideration of the leasehold granted by this Agreement, the Club shall pay a rental of One Dollar ($1.00) per year. In addition, the following is additional consideration for the leasehold granted hereunder: a) Services. As additional consideration for the leasehold granted hereunder, the Club shall provide the Services as described above in this Agreement. The Page 4 of 10 Packet Pg. 54 10.a Services will form an integral part of the City's public Parks, Recreation, Community services, and Arts programs, as if provided by any department of the City. b) Taxes, Assessments. As additional compensation for the leasehold, the Club shall pay to the City amounts equal to any and all assessments or special or general taxes lawfully levied upon the Premises, the Club Facility, and all equipment and personal property located thereon or therein. 6. Mutual Indemnity. The Club does hereby indemnify, and agrees to defend and hold free and harmless, the City of Santa Clarita and their respective appointed and elected officials, officers, employees and agents (collectively, the "City Indemnitees"), from any claim, liability, action, cause of action, demand, or judgment arising out of or related to any of the Club's activities, including acts or omissions to act, by any of the Club's officers, employees or agents, relating to its use of the Premises and Club Facility pursuant to this Agreement. Such indemnity shall include, but not be limited to, the payment by the Club to the City of any and all costs, including attorney's fees, incurred by the City Indemnitees, or any of them, in conjunction with any such claim, demand or judgment. The City does hereby indemnify, and agrees to defend and hold free and harmless, the Club and its respective directors, officers, employees and agents (collectively, the "Club Indemnitees"), from any claim, liability, action, cause of action, demand, or judgment arising out of or related to any of the City's activities, including acts or omissions to act, by any of the City's officers, employees or agents, relating to its use of the Premises and Club Facility pursuant to this Agreement. Such indemnity shall include, but not be limited to, the payment by the City to the Club of any and all costs, including attorney fees, incurred by the Club Indemnitees, or any of them, in conjunction with any such claim, demand or judgment. 7. Insurance. The Club agrees that it will take out and keep in full force and effect during the term of this Agreement liability insurance coverage with respect to its activities pursuant this Agreement. Such insurance coverage shall name the City and its respective appointed and elected officers, agents, employees and officials as additional insured. Such liability policies shall be in the amount of $1,000,000.00 per occurrence and in a form approved by the City's Risk Manager as to coverage and issuing companies. The Club shall take out and keep in full force and effect during the term of this Agreement fire and extended damage coverage for the full replacement value of the Club Facility. Such fire and extended damage coverage shall be designated as the primary coverage and any City coverage shall be secondary. The Club, at all times during the term of this Agreement, shall have and maintain in full force and effect all other insurance coverage required by law, including, but not limited to, Workers' Compensation coverage. Contemporaneously with the execution of this Agreement, the Club shall file with the City, and shall maintain during the term of this Agreement, certificates of insurance, evidencing the existence of the insurance required and obtained pursuant to this Agreement. Such certificates Page 5 of 10 Packet Pg. 55 10.a shall bear endorsements providing that there shall be no termination of coverage, or any substantial alteration of the nature and extent of such coverage, except upon thirty (30) days prior written notice to the City. The provisions contained in this Section, relating to liability insurance, are not intended to be in derogation of the obligations of the Club pursuant to the provisions of Section 6 of this Agreement relating to indemnification. The existence of liability insurance coverage as set forth in this Section shall not be deemed to satisfy or limit the provisions of Section 6 of this Agreement. The City shall likewise take out and keep in full force and effect during the term of this Agreement liability insurance coverage with respect to its activities pursuant this Agreement. Such insurance coverage shall name the Club and its directors, officers, agents, employees and officials as additional insured. Such liability policies shall be in the amount of $1,000,000.00 per occurrence and may be in the form of self-insurance or participation in a governmental insurance pool. 8. Reports, The Club shall file with the City annually, and at such other times as mutually agreed upon by representatives of the Club and the City, written reports/service summaries describing the nature and the extent of the Services provided by the Club pursuant to this Agreement. Such reports shall be in sufficient detail so as to allow representatives of the City, to review and determine the manner and extent of the Services provided and whether the rendering of such Services meets the minimum Services required to be provided by the Club. Such reports are considered public record. 9. Term. The term of this Agreement shall commence , 2016, and shall extend for a period of twenty-five (25) years thereafter. The term of this Agreement may be extended for one (1) additional twenty-five (25) year term by the mutual consent of the parties hereto. Upon termination of the Agreement, the Club Facility shall be property of the City. In the event of early termination, the City may purchase the Club Facility at its then current fair market value recognizing any land use restrictions in place. Should the City choose not to purchase the Club Facility, the Club has ninety (90) days to find a suitable tenant or remove or abandon the Club Facility. 10. Early Termination. Notwithstanding any other provisions of this Agreement to the contrary, either party may terminate this Agreement, for cause, upon thirty (30) days written notice to the other party. Termination shall be deemed, for all purposes, to be effective upon the 31 st day following the giving of such notice of termination, provided the defaulting party has not made a timely cure pursuant to Sections 11 and 12. 11. Cause for Termination. Cause for termination shall consist of uncured default of any material provision of this Agreement, including, but not limited to, the following: a) Repeated failure to make the gymnasium available to the public as provided in this Agreement; or b) Repeated excessive use of the Club Facility for administrative purposes; or Page 6 of 10 Packet Pg. 56 10.a c) Repeated failure to establish and keep a master calendar of scheduled activities in the Club Facility or to make the master calendar available to the City upon demand; or d) Repeated failure by the Club or the City to provide supervision of their respective facilities and participants/members of the public using the same; or e) Repeated failure by the Club or the City to perform their respective maintenance, repair and replacement obligations as provided in this Agreement, or failure to make payment to the other party for reimbursable maintenance expenses; or f) Failure to make utility payments or reimburse the other party for reimbursable utility payments, or g) Failure to submit to the jurisdiction of the Parks, Recreation, and Community Services Commission for determination of a dispute pursuant to this Agreement, as required by Section 12. 12. Default/Cure. If either party fails to perform any material obligation under the Agreement when due or called for, that party may be deemed in default. Should either party contend that the other is in default; that party shall make a written statement to the Parks, Recreation, and Community Services Commission (the "Commission") and to the alleged defaulting party, and the Commission shall conduct a noticed public hearing within fifteen (15) days of the receipt of the written statement. Following the hearing, the Commission shall issue its opinion by simple majority vote, as to whether a party is in default. Should the Commission determine that a party is in default, the Commission shall serve on that party a thirty (30) day Notice of Default and Request to Cure. The document shall be served immediately following the hearing and decision. The defaulting party shall in no event be charged with an uncured default for which this Agreement may be terminated unless the defaulting party shall have failed to cure within thirty (30) days after service on the defaulting party of the Notice of Default and Request to Cure, or within such additional time as is reasonably necessary to cure, as determined by the Commission, provided the defaulting party was proceeding diligently to cure within such thirty (30) day period. If, after proper notice, the defaulting party fails to cure within the specified time, such default shall be an uncured default and cause for termination as provided herein. Upon timely cure of the default, the defaulting party shall no longer be in default and this Agreement shall continue without interruption. 13. Notices. All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement by one party to the other shall be in writing addressed to the recipient party's Notice Address set forth below and shall be deemed to have been duly given or made (a) if delivered personally (including by commercial courier or delivery service) to the party's Notice Address, then as of the date delivered (or if delivery Page 7 of 10 Packet Pg. 57 10.a is refused, on presentation), or (b) if mailed by certified mail to the party's Notice Address, postage prepaid and return receipt requested, then at the time received at the party's Notice Address as evidenced by the return receipt, or (c) if mailed by first class mail to the party's Notice address, postage prepaid, then on the third (3rd) business day following deposit in the United States Mail. Any party may change its Notice Address by a notice given in the foregoing form and manner. The Notice Addresses of the parties are: CITY: CLUB: City of Santa Clarita Boys & Girls Club of Santa Clarita Valley 23920 Valencia Boulevard, #300 24909 Newhall Avenue Santa Clarita, California 91355 Santa Clarita, California 91321 Attention: City Manager Attention: Board of Directors 14. Surrender of Facility. Upon the conclusion of the term of this Agreement, or its sooner termination, the City will purchase the Club Facility as provided in Section 9 of this Agreement. The Club shall be entitled to remove from the Club Facility all personal property owned by the Club, and shall do so prior to the termination or expiration of this Agreement. Both parties understand and agree that the Club shall not be entitled to any relocation assistance or other form of compensation upon end of the Lease and that they waive any rights to same. All improvements made by the Club on the Club Facility shall be deemed, for all purposes, to be included as a part of the Club Facility and a part of the purchase by the City. 15. Assignment. The Club may not assign this Agreement, either in whole or in part, nor sublet all or any part of the Premises of the Club Facility without the written consent of the City, which consent the City is under no obligation to give. 16. Condition Precedent. This Agreement does not abrogate or limit the police power of the City pursuant to the general law and Constitution of the State of California, nor does this Agreement vest any right in the Club to proceed with projects absent all applicable approvals. 17. Electronic Transmission of Contract and Si ng atures. The Parties agree that this Agreement may be transmitted and signed by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. 18. Force Majeure. Except for the payment of monetary sums, no party to this Agreement shall be chargeable with, or liable for, or responsible to the other for anything or in any amount due to, and the time for performance hereunder by such party shall be extended for, any delay caused by fire, earthquake, explosion, flood, the elements, acts of terrorism, acts of God, insurrection, rebellion, riots, strikes, lockouts, unforeseeable labor or material shortages, litigation, or any other cause whether similar or dissimilar to the foregoing which is beyond the reasonable control of such party, and any delay due to said causes or any of them shall not be deemed a default under this Agreement. Page 8 of 10 Packet Pg. 58 10.a 19. Compliance with Law. Throughout the term of this Agreement, in its use and operation of the Premises and the Club Facility, the Club, at its expense, shall comply with all applicable governmental laws, statutes, ordinances, rules and regulations, including, but not limited to, the American's with Disabilities Act, and all laws relating to the use, possession, disposal or release by the Club of hazardous substances such as, but not limited to, petroleum products, asbestos, polychlorinated biphenyls, and any other laws, rules or regulations relating to toxic or hazardous substances. 20. Disclosure. Pursuant to California Civil Code section 1938, City states that, as of the date of this Agreement, the Premises have not undergone inspection by a "Certified Access Specialist" ("CASp") to determine whether the Premises meet all applicable construction -related accessibility standards under California Civil Code section 55.53. [SIGNATURES ON NEXT PAGE] Page 9 of 10 Packet Pg. 59 10.a IN WITNESS WHEREOF, the parties hereto have executed this contract on this date of , 2016. FOR BOYS & GIRLS CLUB OF SANTA CLARITA VALLEY, A CALIFORNIA NONPROFIT CORPORATION: Print Name & Title Print Name & Title FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER City Manager Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY City Attorney Date: Page 10 of 10 Packet Pg. 60