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HomeMy WebLinkAbout1996-02-13 - AGENDA REPORTS - APPROVAL MASTERS COLLEGE SITE (2)AGENDA REPORT City. Manager Approv f Item to be presented by: Rick Putnam CONSENT CALENDAR DATE: February 13, 1996 SUBJECT: CITY COUNCIL APPROVAL OF MASTER'S COLLEGE LEASE FOR NEWHALL NEIGHBORHOOD PARK SITE DEPARTMENT:Parks, Recreation, and Community Services The Parks, Recreation, and Community Services Department is in the process of designing a 5.7 acre neighborhood park at the terminus of 3rd Street near Race Street in the community of Newhall. With the available CDBG funding, Staff is considering a basic multi- use ballfield layout consisting of irrigation, turf, and parking area. Other items under consideration include: utilizing the existing berms on-site for spectator viewing, planning for future restroom facilities, passive picnic areas, and a future trail corridor along Newhall Creek. The subject site is owned by Master's College. The City and Master's College have negotiated a 15 year lease for the use of this 'parcel. In summary, the lease authorizes the City to construct, operate, and maintain the site as a park for an annual rent payment of $1.00. It is important to note that the Parks and Recreation Commission has reviewed the park development at their meeting of February 1, 1996, and the Planning Commission has determined that the land lease is consistent with the goals and policies of the General Plan. City Council approval of the lease is exempt under CEQA Guidelines 15316: Transfer of Ownership of Land in Order to Create Parks. City Council approve the lease agreement with Master's College for the use of the subject property as a neighborhood park site and authorize Mayor to execute. ATTACHMENT Lease Agreement Project Location Map REP:DDP pr\counci1\park1.ddp APPROVED Agenda Iten-k. NEWHALL NEIGHBORHOOD PARS SITE LOCATION MAP Project Limits: The site is located at the terminus of 3rd Street and adjacent to the Newhall Creek. (Nearest cross streets: Race and 3rd Streets) ,v -"q, 1 � � { WILLIAM S HART J J J J COUNTY PARK f ! rusts tau f �■ LOCATION 4 I ppoewft On +tf,Men A NORTH RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355-2196 EXEMPT FROM RECORDER'S FEES PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND 27383 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), is made and entered into this day of , 1995, by and between THE MASTER'S COLLEGE AND SEMINARY ("MASTERS") and CITY OF SANTA CLARITA ("CITY"). A legal description of the property which is the subject of this Lease is attached as Exhibit A to this Lease and incorporated into this Lease by this reference ("PROPERTY"). CITY desires to lease the PROPERTY from MASTERS subject to the terms and conditions of this Lease. NOW, THEREFORE, the parties do agree as follows: 1. LEASE 1.01 CITY hereby leases the PROPERTY from MASTERS subject to the terms and conditions of this Lease. 2. TERM 2.01 This Lease shall commence ("Lease Commencement") upon execution of this Lease Agreement and terminate fifteen (15) years thereafter unless otherwise extended, cancelled or terminated by mutual agreement as herein provided. 3.01 CITY shall pay rent of one dollar ($1.00) annually to MASTERS upon Lease Commencement and each anniversary thereof. 4.01 CITY will manage, operate, maintain and regulate the PROPERTY as a park and recreational facility for the benefit of the residents of the City of Santa Clarita ("PARK USE"). In connection with the PARK USE, CITY may have exclusive use of the uxz:tsasseA EXECUTION COPY N PROPERTY. CITY agrees to be responsible for the care, maintenance, operation and control of said PROPERTY during the term of this Lease. 5. IMPROVEMENTS ON PROPERTY 5.01 The CITY shall be entitled to construct and improve the PROPERTY in any manner it deems appropriate which is consistent with park and recreational uses. All costs of development including site preparation are to be at the expense of the CITY. In addition, the CITY will erect a six-foot (61) chain link fence along the row of oleanders on MASTER'S intermural field. The exact location of the fence is to be determined by MASTERS. CITY shall indemnify and hold MASTERS harmless in connection with such improvements as provided in Article 5. 6. COMPLIANCE WITH LAW 6.01 CITY shall conform to and abide by all municipal and County ordinances and all state and federal law and regulations insofar as the same or any of them are applicable, and where permits or licenses are required for the operation of the PARK USE or any construction authorized, the same must first be obtained from the regulatory agency having jurisdiction thereover. 7. HOLD HARMLESS AND INDEMNIFICATION 7.01 The CITY agrees to indemnity, defend, and hold harmless MASTER'S, its trustees, officers, and employees (also referred to as "Indemnified Parties") from and against any and all claims, demands, defense costs, liability, expense, or damages of any kind or nature arising out of or in connection with CITY'S use and/or occupancy of the Property, or arising out of any act or omission of CITY or any of CITY'S employees, agents, contractors, representatives, patrons, guests or invitees in connection with CITY'S use and/or occupancy of the Property. Notwithstanding the provisions of the above paragraph, CITY further agrees to assume all risk, and to indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims, demands, defense costs, liability, expense, or damage of any kind or nature arising out of or in connection with damage to or loss of any property belonging to CITY not caused by the wrongful or negligent acts or omissions of MASTER'S, its trustees, officers and employees. CITY and its employees, agents, contractors, representatives, patrons, guests or invitees shall not be liable for the clean up of any Hazardous Materials (as hereinafter defined) at the Property if such waste or materials were located on, migrated to, or were in the Property at the commencement of this Lease. LAM: 134536.4 - - -2- EXECUTION COPY 7.02 Hazardous Waste Neither MASTERS, nor, to the best.of MASTERS' knowledge, any previous owner, tenant, occupant, or user of the PROPERTY used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the PROPERTY, or transported any Hazardous Materials to or from the PROPERTY. MASTERS shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the PROPERTY. MASTERS hereby warrants that to the best of MASTERS' knowledge, the PROPERTY is free of any Hazardous Materials. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any 'local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et sect. (42 U.S.C. Section 6903) or (xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 6901 g& sea, (42 U.S.C. Section 9601) (CERCLA). 7.03 Compliance with Environmental Laws To the best of MASTERS' knowledge, the PROPERTY currently complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water Act, Clean Air Act, Federal Water [AM;134536.4 -3- EXECUTION COPY LAX2:134336.4 Pollution Control Act, Solid Waste Disposal Act, Resource Conservation Recovery,Act and Comprehensive Environmental Response, Compensation and Liability Act, and the rules, regulations and ordinances of the City of Santa Clarita, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. MASTERS has not received any notices of violation of any of the above laws and regulations. 7.04 Indemnity MASTERS agrees to indemnify, protect, defend and hold CITY and its elected or appointed boards, officers, agents and employees harmless from and against any claims, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the PROPERTY,`or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in or about, to or from, the PROPERTY. This indemnity shall include, without limitation,'any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. Notwithstanding the above, this indemnity extends only to acts or conditions occurring prior to Lease Commencement and acts occurring after Lease Commencement only if caused by MASTERS, its officials, employees or agents. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA (42 U.S.C. Section 9607(e)) and California Health and Safety Code Section 25364, to defend, protect and hold harmless and indemnify the CITY from all forms of liability under CERCLA and other statutes. S. INSURANCE 8.01 without limiting MASTER'S, its trustees, officers, or employees' right to indemnification, CITY shall, at its sole expense, procure and maintain through the term of this Lease, the following insurance and under the following terms: -4- COPY Workers' Compensation Insurance as required by California statutes, and employer's liability coverage not less than three million dollars ($3,000,000). Commercial General Liability Insurance, including coverage for operations,- contractual liability, personal injury liability, products/completed operations liability, broad form property damage, and independent contractors liability in an amount not less than three million dollars ($3,000,000) per occurrence, combined single limits, written on an occurrence form. Comprehensive Automobile Liability Insurance, including owned, non -owned and hired vehicles in an amount not less than three million dollars ($3,000,000) per occurrence, combined single limits, written on an occurrence form. Public Entity Errors and Omissions Insurance in an amount not less than one million dollars ($1,000,000) per occurrence, written on an occurrence form. Each insurance policy required under this agreement shall contain the following clause: "This insurance shall not be cancelled prior to the termination date of insured's lease with The Master's College or until after thirty (30) days prior written notice has been given to the Vice President of Finance, The Master's College, 21726 Placerita Canyon Road, Santa Clarita, California 91321." Each insurance policy required by this Lease, excepting policies for Workers' Compensation, shall contain the following clauses: "It is agreed that any insurance maintained by The Master's College shall apply in excess of and not contribute with coverage provided by this policy." "The Master's College, its trustees, officers, and employees are added as additional insureds as their interest may appear under a lease agreement with The Master's College." Any insurance required under this agreement must be written by an insurance company admitted to do business in California and must be acceptable to MASTER'S. Any modified deductible or self- insured retention contained in required policies or in underlying pools shall be the sole responsibility of the CITY. Not later than fifteen (15) days after its execution of this Lease, CITY shall deliver to MASTER'S certificates of insurance evidencing the existence of the above -required insurance, and LAX2434336.4 -5- EXECUTION COPY I [AX2:134536.4 endorsements evidencing compliance with the above -referenced clauses. Such certificates and endorsements must be in a form reasonably acceptable to MASTER'S. Such endorsements must be signed by an authorized representative of the insurance company and shall include the signators company affiliation and title. Should it be deemed necessary by MASTER'S, it shall be CITY'S responsibility to see that MASTER'S receives documentation acceptable to MASTER'S which sustains that the individual signing said endorsement is indeed authorized to do so by the insurance company. Also, MASTER'S has the right to demand, and receive within a reasonable time period, copies of any insurance policies required under this Lease. CITY agrees that failure to provide required insurance certificates and endorsements to MASTER'S prior to stated deadline will constitute immediate breach of this Lease by CITY and MASTER'S may, at its sole option, exercise any rights it may have under this Lease. Nothing herein contained shall be construed as limiting in any way the extent to which CITY may be held responsible for damages to persons or property resulting from CITY'S (or CITY'S contractors) use and occupancy of the Property, or CITY'S obligation under this Lease. 9.01 This Lease is assignable by CITY. CITY agrees to give written notice of any such assignment to MASTERS. Any assignee will be bound by the use agreed upon in this Lease and shall agree to indemnify and maintain the same or similar limits of liability insurance in favor MASTERS. If the CITY is self- insured in any of its obligation of indemnity to MASTERS, then MASTERS shall have the right to review and renegotiate any indemnity agreement in its favor with the assignee as a condition precedent to approving its assignment. _MASTERS has the right to review and approve any assignment under this lease, which approval shall not be unreasonably withheld. 9.02 Each and all of the provisions, agreements terms, covenants and conditions herein contained to be performed by CITY shall be binding upon any transferee thereof. � � �!' �! � til! • � :. � 10.01 This Agreement is by and between MASTERS and CITY and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association, as between MASTERS and CITY. -6- EXECUTION COPY 11. TAXES AND ASSESSMENTS 11.01 The property interest conveyed herein may be subject to real property taxation and/or assessment thereon, and in the event thereof, CITY shall pay before delinquency all lawful taxes, assessments, fees or charges, accrued during the term of this Agreement, which may be levied by the State, County, any City or any other tax or assessment -levying body upon the premises and any improvements located thereon. 11.02 CITY by executing this Agreement and accepting the benefits thereof, understands that a property right may _ created known as "possessory interest" and subject to property taxation. CITY will be subject to the property taxes upon such right. CITY herewith acknowledges that notice as may be required by Revenue and Taxation Code, Section 107.6 has been provided if necessary. 12. EASEMENTS 12.01 MASTERS reserves the right to maintain established easements or rights-of-way ("Easements"), over, under, along and across the PROPERTY for utilities and/or public access to the PARK provided MASTERS shall exercise such rights in a manner as will avoid any unreasonable interference with the operations to be conducted hereunder. MASTERS agrees to indemnify, defend, protect and save harmless CITY, its agents, officers, and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with MASTERS' operations or its services hereunder, including any workers' compensation suits, liability or expense, arising from or connected with MASTERS' activities involving the Easements. MASTERS' duty to indemnify CITY shall survive the expiration or other termination of this Agreement if such indemnification requirements arose during the term of this Agreement. 13. CONFORMANCE TO GENERAL PLAN 13.01 CITY agrees that this Agreement is in conformance with the CITY's General Plan and Section 65402 of the Government Code to the extent that it is applicable. 14. SURRENDER 14.01 Upon expiration of the term hereof, or cancellation thereof as herein provided, CITY shall vacate the PROPERTY and any and all improvements located thereon or remove said improvements at the option of MASTERS and deliver up the LAJU:134536.4 -7- EXECUTION COPY PROPERTY to MASTERS in a reasonably good condition, ordinary wear and tear excepted. 15. INTERPRETATION 15.01 The headings herein contained are for convenience and reference only and are not intended to define or limit the scope of any provision thereof. 16. SEVERABILITY 16.01 If'any provision of this Agreement is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall not be affected thereby and shall remain in full force and effect. 17. 17.01 In the event either party commences legal proceedings for the enforcement, of this Lease or recovery of the premises used herein, the losing party does hereby agree to pay any sum which may be awarded to prevailing party by the court for attorneys fees and cost incurred in the action brought thereon. 17.02 This document may be modified only by further written agreement between the parties. Any such modification shall not be effective unless and until executed by CITY and in the case of MASTERS, unless otherwise specifically authorized hereinbefore, until executed by MASTERS. 18. NOTICES 18.01 Any notice required to be given under the terms of this Lease or any law applicable thereto may be placed in a sealed envelope, with postage paid addressed to the person to whom it is to be served, and deposited in a post office, mailbox, sub -post office, substation or mail chute, or other facility regularly maintained by the•United States Postal Service. The address to be used for any notice served by mail upon CITY shall be: [AM:134336.e .. -8- EXECUTION COPY. Director of Parks and Recreation City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 with a copy to: Santa Clarita City Attorney c/o Burke, Williams & Sorensen 611 West Sixth Street, 25th Floor Los Angeles, California 90017 or any such place as may hereinafter be designated in writing to MASTERS by CITY. Any notice served by mail upon MASTERS shall be addressed to: The Master's College and Seminary or such other place as may hereinafter be designated in writing to the CITY by MASTERS. Service by mail shall be deemed complete upon deposit in the above-mentioned manner. 19. ENTIRE AGREEMENT 19.01 This document, and Exhibit A attached hereto, constitutes the entire agreement between MASTERS and CITY for the use of the PARK. All other agreements, promises and representation with respect thereto, other than contained herein, are expressly revoked, as it has been the intention of the parties to provide for a complete integration within the provisions of this document, and Exhibit A attached hereto, the terms, conditions, promises and covenants relating to the use granted and the premises to be used in the conduct thereof. 20.01 The failure of the CITY to keep, perform and observe all promises, covenants, conditions and agreements set forth in this Lease, where such failure continues for more than thirty (30) days after written notice from MASTERS for correction thereof, shall constitute a default provided that where fulfillment of such obligation required activity over a period of time and CITY shall have commenced to perform whatever may be required to cure the particular default after such notice and continues such performance diligently, said time limit shall be waived to the time and extent that such waiver is reasonable. MASTERS shall have the right to exercise all remedies available to it under all applicable law. wcz:ixs;a.a -9- EXECUTION COPY -v 21.01 The parties may terminate this Lease by mutual written agreement at any time. Parties may terminate this Lease unilaterally by providing written notice of termination at least nine months prior to the termination. IN WITNESS WHEREOF, CITY has executed this Lease, or caused it to be duly executed, and MASTERS has executed this Lease on the day and year first written above. CITY OF SANTA CLARITA By Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney THE MASTER'S COLLEGE AND SEMINARY BY. LAM: 134536.4 -10- EXECUTION COPY ALL-PURPOSE ACKNOWLEDGMENT State of California County of On , 1996, before me, personally appeared [ ) 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. SIGNATURE OF NOTARY CAPACITY CLAIMED BY SIGNER [ ] INDIVIDUAL(S) [ ] OFFICER(S) (TITLE[S]): [ ] PARTNER(S) [ ] ATTORNEY-IN-FACT [ ] TRUSTEE(S) [ ] SUBSCRIBING WITNESS [ ] GUARDIAN/CONSERVATOR [ ] OTHER: Chairperson SIGNER IS REPRESENTING: Name of person(s) or entity(ies): 1%X2:134576.4 -11- EXECUTION COPY ALL-PURPOSE ACKNOWLEDGMENT State of California County of On , 1996, before me, personally appeared [ ] 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. SIGNATURE OF NOTARY CAPACITY CLAIMED BY SIGNER [ ] INDIVIDUALS) [ ] OFFICER(S) (TITLE(S]): ( ] PARTNER.(S ) [ ) ATTORNEY-IN-FACT [ ] TRUSTEE(S) [ ] SUBSCRIBING WITNESS [ ] GUARDIAN/CONSERVATOR [ ] OTHER: Chairperson SIGNER IS REPRESENTING: Name of person(s) or entity(ies): LAM: 134336.4 -12- EXECUTION COPY ALL-PURPOSE ACKNOWLEDGMENT State of California ) County of ) On , 1996, before me, personally appeared [ ] 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. SIGNATURE OF NOTARY CAPACITY CLAIMED BY SIGNER [ ] INDIVIDUALS) [ ] OFFICERS) (TITLE[S]): [ ] PARTNER_(S ) [ ] ATTORNEY-IN-FACT [ ] TRUSTEE(S) [ ] SUBSCRIBING WITNESS [ J GUARDIAN/CONSERVATOR [ ] OTHER• Chairperson SIGNER IS REPRESENTING: Name of person(s) or entity(ies): [AXI: 134536.4 -13- EXECUTION COPY ALL-PURPOSE ACKNOWLEDGMENT State of California j County of ) On 1996, before me, personally appeared ( J 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. SIGNATURE OF NOTARY CAPACITY CLAIMED BY SIGNER [ ] INDIVIDUALS) [ ] OFFICER(S) (TITLE[S]): [ I PARTNER_(S) [ ] ATTORNEY -SN -FACT ( j TRUSTEE(S) [ ] SUBSCRIBING WITNESS [ ] GUARDIAN/CONSERVATOR [ ] OTHER• Chairperson SIGNER IS REPRESENTING: Name of person(s) or entity(ies): LUX2:134536.4 -14- EXECUTION COPY