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HomeMy WebLinkAboutSANTA ANA UNIFIED SCHOOL DISTRICT (2) -2008 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL OATi=' I - IS "0<7" ':hI ~ " 20 IU\~ l ,1toWlf1:2~ ? a~K5 A-2008-311 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD LEASE AGREEMENT ["Angels Park") BETWEEN THE SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA ~V\ q This Agreement ("Agreement") is made and entered into this l& day of ~, 200t, by and between the Santa Ana Unified School District, herein referred to as "Landlord" or "District" and the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and laws of the State of California, herein referred to as "Tenant" or "City." RECITALS A. On October 4, 1971, the City and District entered into long term lease agreement for the use of the property formerly known as "McKinley Elementary School" and now commonly known as "Angels Park." A graphical description of said property is attached hereto as Exhibit I. B. On the same date, October 4, 1971, the City and District entered into long term lease agreement for the use of the property formerly known as the "Waterworks Parksite" and now commonly known as the "Neal Machander Tennis Center." C. Both the Angels Park and Neal Machander Tennis Center leases were drafted and intended to be mutually dependent on each other. D. Education Code 99 10900, et seq. and Education Code 910905, specifically, authorizes the District to cooperate with the City to carry out its purposes in promoting and preserving the health and general welfare of the people of the state and to cultivate the development of good citizenship by providing for adequate programs of community recreation for children and adults. These Education Code sections authorize the District to enter into agreements and to do any and all things necessary or convenient to aid and cooperate in carrying out that purpose. E. Pursuant to its Charter, the City is authorized to convey and lease real property and to enter into cooperative agreements that further the interests of the City. F. This Agreement is intended to continue the lease in place between the City and District in order for the City to be able to maintain the use of Angels Park as a public park. G. The City and District desire to delineate their respective rights and duties regarding use, maintenance, and operation of Angels Park. NOW, THEREFORE, the City and the District hereby agree as follows: Page 1 of6 11/18/2008 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD AGREEMENT 1. Premises and Use. Landlord owns the real property located at 914 West Third Street, Santa Ana, California and commonly known as "Angels Park" (the "Premises"). Landlord hereby leases to Tenant the Premises for continued use as a public park. Tenant hereby accepts the Premises in their condition existing as of the Commencement Date of this Agreement. 2. Term. The term of this Agreement shall be for a period often (10) years with an option to extend the term ofthe lease upon providing written notice within six (6) months of expiration of lease. Tenant shall have the right to exercise its option to renew the lease for two (2) additional ten (10) year terms. Upon expiration of the lease period, the lease will become a month-to-month lease. 3. Consideration. No money exchange is required. The Consideration for this lease is execution of the lease entered into this same date between these same parties for use of the City's property commonly known as the Neal Machander Tennis Center. Said leases are contingent on the other lease being in effect. If either lease is terminated, for any reason, both leases shall be deemed terminated. 4. Non Recording. Neither party shall record this Agreement. 5. Authority to Seek Grant Funding. The parties agree that Tenant shall have the right to seek grant funding for future projects and rely on its use and lease of the Angels Park property as a basis for applying for grant funding. 6. Indemnity. Tenant shall protect, defend, indemnify and save and hold harmless Landlord, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with Tenant's performance of this Agreement or Tenant's failure to comply with any of Tenant's obligations contained in the Agreement by Tenant, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Landlord. In the event Landlord is named as codefendant, Tenant shall notifY Landlord of such fact and shall represent Landlord in such legal action unless Landlord undertakes to represent itself as codefendant in such legal action, in which event Landlord shall bear its own litigation costs, expenses and attorney's fees. 7. Insurance. Both the City and the District shall maintain, for the period covered by this Agreement, at their own respective costs, their own respective policy or policies of general liability insurance and property insurance. Each party waives subrogation of its insurance coverage for the other entity. Self-insurance authorized by state law and/or maintained by the City or the District in the regular course of business for its other activities shall satisfy this requirement. Page 2 of6 11/18/2008 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD 8. Assignment. Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber this lease or any interest therein, and shall not sublet said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants, and invitees of Tenant excepted) to occupy or use said Premises, or any portion thereof, without the prior written consent ofthe Landlord. 9. Construction, Removal and Modification of the Leased Premises. Tenant shall have the right to modify, demolish or otherwise alter the improvements on the Leased Premises, or to add any new structures or improvements to the Leased Premises so long as the Leased Premises continued to be used for Park purposes. 10. Maintenance and Repair. Tenant shall, at its sole cost and expense, maintain and repair the Premises including, but not limited to, the removal of all trash, debris, graffiti, as well as janitorial services and any necessary special intensive cleaning. If Tenant causes any damage to the Premises, or to access roadways or other nearby facilities, it shall properly repair same as specified by Landlord. 11. Utilities. (a) Tenant shall pay for all electricity, gas, water and sewer services furnished to the Premises for the use, operation and maintenance of Tenant's premises during the Term of this Agreement, or any extension thereof, and for the removal of trash from the Premises during the Term ofthis Agreement, or any extension thereof. (b) Tenant shall have the right to improve the present electrical and telecommunication cabling and outlets and any other such infrastructure that would reasonably be associated with Tenant's intended use of the Premises, all at Tenant's sole cost and expense. 12. Termination. In the event of any damage, destruction or condemnation of the Premises, which renders the Premises unusable or inoperable in Tenant's judgment, Tenant shall have the right, but not the obligation, to terminate the Agreement with respect to the subject Premises by giving written notice to Landlord within thirty (30) days after such damage, destruction or condemnation. If by virtue of such casualty or condemnation, Tenant determines that the Premises is no longer adequate for Tenant to continue its operations, or any repairs to the Premises have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation. This Agreement will become null and void. In the event of condemnation, unless Tenant is allowed by the condemning authority to continue its operations in the Premises, this Agreement shall terminate as of the date title to the Premises vests in the condemning authority or Tenant is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Landlord. 13. Notices. All notices, statements, demands, requests, consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in Page 3 of6 11/18/2008 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD writing and shall be deemed given and served upon the other party, if delivered personally or three (3) days after depositing in the United States mail, postage prepaid, addressed as follows: Ifto CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council And City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Attorney And Executive Director of Parks, Recreation & Comm. Services Agency City of Santa Ana 888 W. Santa Ana Blvd., Ste. 200 Santa Ana, CA 92702 Telefacsimile (714) 647-6549 Attn: Ron Dno , If to DISTRICT: Santa Ana Unified School District 1601 E. Chestnut Santa Ana, CA 92701 Attn: Assistant Superintendent of Budget, Facilities and Personnel 14. Incorporation of Recitals and Exhibits. All of the recitals and exhibits set forth in or attached to this Lease are by this reference incorporated in and made a part of this Lease. 15. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Lease and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any amendments hereto. Page 4 of6 11/ 18/2008 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD 16. Governing Law. This Lease shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts oflaws principles. 17. Entire Agreement. This Lease contains the entire understanding of the parties and supersedes any and all other written or oral understanding. No alteration of or amendment to this Lease shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 18. Captions. Any captions or headings to the Sections and subsections in this Lease are solely for the convenience ofthe parties hereto, are not a part of this Lease, and shall not be used for the interpretation or determination of validity of this Lease or any provision hereof. 19. Severability. If anyone or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein. 20. Further Assurances. Each party shall cooperate with the other and shall execute such other documents as may be reasonably necessary to carry out the provisions of this Lease including the providing of estoppel certificates. 21. No Waiver. Any waiver, consent or approval by either party of any breach, default or event of default of any provision, condition or covenant of this Lease must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Lease. Any failure or delay on the part of either party in exercising any power, right or privilege under this Lease shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof. 22. Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Lease is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of anyone or more rights or the election of anyone or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. III III III Page 5 of6 11/1812008 The "District" Santa Ana Unified School District, a political subdivision of the State of California By: By: Attest: By: Page 60f6 DRAFT: FOR DISCUSSION PURPOSES DO NOT RECORD The "City" City of Santa Ana A Charter City t2AJJ2 By: David N. Ream City Manager Patricia E. Healy Clerk of the Council Approved as to Form Joseph W. Fletcher City Attorney By: e andoval aging Senior Assistant City Attorney 11/18/2008 < W 0:: < W Vl => I- Z o .L_il"~ '-ItilIl61.l ~ D:: ~ > ~ - Z :) :E :E O. Ucn (I)'E ..J:2 WI- C)~ Z~ <Co; " , i . f \. ~ at 111 tL t: ~ wi- , r . . - . \ ~ .. . ", ", 9 . ": ~ " \. I . a' : . . . I. . .T---- - - -- -- -~.. - F Ie>> ~: , J.a~~J~ -a"'1t1 Exhibit 1 A-2008-311 p~~;j~~y6t~or~J LEASE AGREEMENT ["Angels Park"] BETWEEN THE SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA ,.f:.!3-'( q This Agreement ("Agreement") is made and entered into this .6 day of c}:m. , 200&" by and between the Santa Ana Unified School District, herein referred to as "Landlord" or "District" and the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and laws of the State of California, herein referred to as "Tenant" or "City." RECITALS A. On October 4, 1971, the City and District entered into long term lease agreement for the use of the property formerly known as "McKinley Elementary School" and now commonly known as "Angels Park." A graphical description of said property is attached hereto as Exhibit I. B. On the same date, October 4, 1971, the City and District entered into long term lease agreement for the use of the property formerly known as the "Waterworks Parksite" and now commonly known as the "Neal Machander Tennis Center." C. Both the Angels Park and Neal Machander Tennis Center leases were drafted and intended to be mutually dependent on each other. D. Education Code SS 10900, et seq. and Education Code S10905, specifically, authorizes the District to cooperate with the City to carry out its purposes in promoting and preserving the health and general welfare of the people of the state and to cultivate the development of good citizenship by providing for adequate programs of community recreation for children and adults. These Education Code sections authorize the District to enter into agreements and to do any and all things necessary or convenient to aid and cooperate in carrying out that purpose. E. Pursuant to its Charter, the City is authorized to convey and lease real property and to enter into cooperative agreements that further the interests of the City. F. This Agreement is intended to continue the lease in place between the City and District in order for the City to be able to maintain the use of Angels Park as a public park. G. The City and District desire to delineate their respective rights and duties regarding use, maintenance, and operation of Angels Park. NOW, THEREFORE, the City and the District hereby agree as follows: Page 1 0[6 11118/2008 1'1<". , i ~11~r~~#. AGREEMENT 1. Premises and Use, Landlord owns the real property located at 914 West Third Street, Santa Ana, California and commonly known as "Angels Park" (the "Premises"). Landlord hereby leases to Tenant the Premises for continued use as a public park. Tenant hereby accepts the Premises in their condition existing as of the Commencement Date of this Agreement. 2. Term. The term ofthis Agreement shall be for a period often (10) years with an option to extend the term ofthe lease upon providing written notice within six (6) months of expiration of lease. Tenant shall have the right to exercise its option to renew the lease for two (2) additional ten (10) year terms. Upon expiration of the lease period, the lease will become a month-to-month lease. 3. Consideration. No money exchange is required. The Consideration for this lease is execution of the lease entered into this same date between these same parties for use of the City's property commonly known as the Neal Machander Tennis Center. Said leases are contingent on the other lease being in effect. If either lease is terminated, for any reason, both leases shall be deemed terminated. 4. Non Recording. Neither party shall record this Agreement. 5. Authority to Seek Grant Funding. The parties agree that Tenant shall have the right to seek grant funding for future projects and rely on its use and lease of the Angels Park property as a basis for applying for grant funding. 6. Indemnity. Tenant shall protect, defend, indemnify and save and hold harmless Landlord, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with Tenant's performance of this Agreement or Tenant's failure to comply with any of Tenant's obligations contained in the Agreement by Tenant, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Landlord. In the event Landlord is named as codefendant, Tenant shall notifY Landlord of such fact and shall represent Landlord in such legal action unless Landlord undertakes to represent itself as codefendant in such legal action, in which event Landlord shall bear its own litigation costs, expenses and attorney's fees. 7. Insurance. Both the City and the District shall maintain, for the period covered by this Agreement, at their own respective costs, their own respective policy or policies of general liability insurance and property insurance. Each party waives subrogation of its insurance coverage for the other entity. Self-insurance authorized by state law and/or maintained by the City or the District in the regular course of business for its other activities shall satisfy this requirement. Page 2 of6 11/18/2008 ..,,\ ~p;. ;:-PARPIst'gfSsIaN yU,ftpJis;t$'1 I / ,. / j-- T>ndN0T-iiEc0R'i! 8. Assignment. Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber this lease or any interest therein, and shall not sublet said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants, and invitees of Tenant excepted) to occupy or use said Premises, or any portion thereof, without the prior written consent of the Landlord. 9. Construction, Removal and Modification of the Leased Premises. Tenant shall have the right to modify, demolish or otherwise alter the improvements on the Leased Premises, or to add any new structures or improvements to the Leased Premises so long as the Leased Premises continued to be used for Park purposes. 10. Maintenance and Repair. Tenant shall, at its sole cost and expense, maintain and repair the Premises including, but not limited to, the removal of all trash, debris, graffiti, as well as janitorial services and any necessary special intensive cleaning. If Tenant causes any damage to the Premises, or to access roadways or other nearby facilities, it shall properly repair same as specified by Landlord. 11. Utilities. (a) Tenant shall pay for all electricity, gas, water and sewer services furnished to the Premises for the use, operation and maintenance of Tenant's premises during the Term of this Agreement, or any extension thereof, and for the removal of trash from the Premises during the Term ofthis Agreement, or any extension thereof. (b) Tenant shall have the right to improve the present electrical and telecommunication cabling and outlets and any other such infrastructure that would reasonably be associated with Tenant's intended use ofthe Premises, all at Tenant's sole cost and expense. 12. Termination. In the event of any damage, destruction or condemnation of the Premises, which renders the Premises unusable or inoperable in Tenant's judgment, Tenant shall have the right, but not the obligation, to terminate the Agreement with respect to the subject Premises by giving written notice to Landlord within thirty (30) days after such damage, destruction or condemnation. If by virtue of such casualty or condemnation, Tenant determines that the Premises is no longer adequate for Tenant to continue its operations, or any repairs to the Premises have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation. This Agreement will become null and void. In the event of condemnation, unless Tenant is allowed by the condemning authority to continue its operations in the Premises, this Agreement shall terminate as of the date title to the Premises vests in the condemning authority or Tenant is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Landlord. 13. Notices. All notices, statements, demands, requests, consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in Page 3 of6 11/18/2008 (/, . ~A:~~fl "61" " , .' . .', r~~/,~/r/~/ /j~~YMf~S~$'1 ) / / .' ~RE<t6RH writing and shall be deemed given and served upon the other party, if delivered personally or three (3) days after depositing in the United States mail, postage prepaid, addressed as follows: If to CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk ofthe Council And City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Attorney And Executive Director of Parks, Recreation & Comm. Services Agency City of Santa Ana 888 W. Santa Ana Blvd., Ste. 200 Santa Ana, CA 92702 Telefacsimile (714) 647-6549 Attn: Ron Ono If to DISTRICT: Santa Ana Unified School District 1601 E. Chestnut Santa Ana, CA 92701 Attn: Assistant Superintendent of Budget, Facilities and Personnel 14. Incorporation of Recitals and Exhibits. All of the recitals and exhibits set forth in or attached to this Lease are by this reference incorporated in and made a part ofthis Lease. 15. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Lease and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any amendments hereto. Page 4 of6 11/18/2008 . :f' ~.iL . / 0'1J?: I16jl stus 0, ~ "./ / /; y / F;/ '// !1i~~~ ]6. Governing Law. This Lease shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts ofIaws principles. 17. Entire Agreement. This Lease contains the entire understanding of the parties and supersedes any and all other written or oral understanding. No alteration of or amendment to this Lease shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 18. Captions. Any captions or headings to the Sections and subsections in this Lease are solely for the convenience of the parties hereto, are not a part of this Lease, and shall not be used for the interpretation or determination of validity of this Lease or any provision hereof. 19. Severability. If anyone or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein. 20. Further Assurances. Each party shall cooperate with the other and shall execute such other documents as may be reasonably necessary to carry out the provisions of this Lease including the providing of estoppel certificates. 21. No Waiver. Any waiver, consent or approval by either party of any breach, default or event of default of any provision, condition or covenant of this Lease must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Lease. Any failure or delay on the part of either party in exercising any power, right or privilege under this Lease shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof. 22. Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Lease is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of anyone or more rights or the election of anyone or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. /1/ / / / /1/ Page 5 of6 11118/2008 '>1' ~:t0()>ff$JJ~~~7,;if; I - t/ F- j' I D(}~ffimt~ The "District" Santa Ana Unified School District, a political subdivision of the State of California By: By: The "City" City of Santa Ana A Charter City V:~jk2JH David N. Ream City Manager Patricia E. Healy Clerk of the Council .,~ Attest: Attest: By: ~ ~, By: Approved as to Form Joseph W. Fletcher City Attorney f""\ // l /... "-.... - (' " / . By:/ ~ ~ ~. ....(C>, '" 40se Sanlrtlval / .' (.Managing Senior Assistant City Attorney Page 6 01'6 11/18/2008 . , . \0- at 111 tL t:' ~ rJ.. F <( w a:::: <( w "" ::) f- Z o .L~;"'.0 '-1t;l/tlp1J "'=' r - . . - . . . , . . 9 .u ~ I ,. ' r- - - - ~ - - - -- - ~ ^\ ~ I: I .. \ , , .Lil~...J~ iM11t7 Exhibit 1 .) ... ~ 0:: ~ > I- - Z :J ~ ~ o. UCii cn"E ...J:2 WI- C)~ z~ <(0; Ie>> ~; ..