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HomeMy WebLinkAboutSANTA ANA UNIFIED SCHOOL DISTRICT & NEAL MACHANDER TENNIS CENTERM. A-2018-300 xeoaa urncopy to eor �(�N7 M30Pi17 C �/ f U S,�vl0. CUtiJt`'S AMENDED AND RESTATED LEASE AGREEMENT FOR ANGELS PARK AND THE JAN 14 2019 NEAL MACHANDER TENNIS CENTER BETWEEN THE SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA This Amended and Restated Lease Agreement ("Agreement') is entered into this 01`0 rd day of 3 2011("Commencement Date," by and between the Santa Ana Unified School District, herein referred to as "SAUSD" and the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and the laws of the State of California herein referred to as "City," Collectively, City and SAUSD may also be referred to as "the parties." RECITALS A. On October 4, 1971, the City and SAUSD entered into a 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 1. On that same date, the parties entered into a long-term lease agreement for the property formerly known as the "Waterworks Park Site," and now commonly known as the "Neal Machander Tennis Center," for use as a Tennis Court facility. A graphical description of said property is attached hereto and marked as Exhibit 2. Both the Angel Park and Neal Machander Tennis Center leases were drafted and intended to be mutually dependent on each other. B. On January 9, 2009, the parties entered into anew Agreement, City Agreement #A- 2008-311, which was intended to continue the lease in place between the City and SAUSD in order for the City to be able to maintain the use of Angels Parkas a public park. The Agreement had a term often (10) years with two (2) optional additional ten (10) year extensions. C. On February 12, 2012, the parties entered into a new Agreement, City Agreement # N- 2012-012, which was intended to continue the lease in place between the City and SAUSD in order for SAUSD to be able to maintain the use of the Neal Machander Tennis Center as a Tennis Facility for use by Students and the public. The Agreement had a term of ten (10) years with two (2) optional additional ten (10) year extensions. D. The parties intend to combine the two leases into one Restated Agreement and to exercise the first optional ten (10) year term extension by way of Amendment. This Amended and Restated Lease Agreement is meant to replace the 2009 Lease Agreement between the parties for Angels Park and the 2012 Lease Agreement between the parties for the deal Machander Tennis Center. E. Education Code sections 10900 et seq., and Education Code section 10905, specifically, authorizes SAUSD to cooperate with the City to carry outs 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 SAUSD to enter into agreements and to do any and all things necessary or convenient to aid and cooperate in carrying out that propose. F. 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. G. The City and SAUSD desire to delineate their respective rights and duties regarding use, maintenance, and operation of both Angels Park and the Neal Machander Tennis Center. NOW, THEREFORE, the City and SAUSD hereby agree as follows: 1. Premises and Use. a. Angels Park- SAUSD owns the real property located at 914 West Third Street, Santa Ana, California and commonlyknown as "Angels Park" ("Premises 1"). SAUSD hereby leases to City Premises 1 for continued use as a public park. City hereby accepts Premises 1 in its condition existing as of the Commencement Date of this Agreement. b. Neal Machander Tennis Center- City owns the real property located at the corner of First Street and Flower, Santa Ana, California and commonly known as "Neal Machander Tennis Center ("Premises 2" or "Joint Use Property"). City hereby leases to SAUSD Premises 2 for continued. use as a Tennis Facility. City and SAUSD intend that Premises 2 remain subject to Joint Use as specifically described herein. SAUSD accepts Premises 2 in its condition existing as of the Commencement Date of this Agreement. 2. Term. This Agreement shall be deemed to have been in effect since January 15, 2009. The parties agree by way of this Amended and Restated Agreement to exercise the first optional additional ten (10) year extension from January 15, 2019 to January 14, 2029. This Agreement also contains one (1) option to renew the Agreement for one additional ten (10) year term upon providing written notice within six (6 months) of expiration of the Agreement. Upon expiration of the lease term, the lease will become month-to-month. f 3. Definitions. The following definitions shall apply to the terms as used in this Agreement: a. "City Time" shall mean those days and hours, outside of Regular School Hours, when the City shall have the right to schedule use of the Joint Use Facilities. 2 b. "District Time" shall mean the time during Regular School Hours, when the SAUSD shall have the right to schedule use of the Joint Use Facilities for the SAUSD and others, including OCHSA. c. "Joint Use Facility" shall mean the tennis courts currently on the Joint Use Property including but not limited to the public restrooms and parking lot. A graphical depiction of the Joint Use Facilities is attached hereto as Exhibit 2. The Joint Use Facilities specifically excludes that portion of the Joint Use Property identified as the Reservoir Service Area in Exhibit 2. d. "Joint Use Property" shall mean that certain real property and improvements described in Exhibit 2 also called "Premises 2" for purposes of this Agreement. e. "Regular School Hours" shall mean 6:00 a.m. through 6:00 p.m. Monday through Friday (excluding state and national holidays observed by SAUSD) unless changed by agreement of the parties. L "Technical Advisory Committee" shall mean that certain committee created and appointed by the City Manager of the City and the Superintendent of SAUSD pursuant to the Joint Use Agreement between the parties pertaining to Godinez High School at Centennial Park. The Technical Advisory Committee ("TAC") shall be responsible for resolving conflicts in scheduling of the Joint Use Property or other implementing provisions of this Agreement at the Waterworks Parksite. 4. Consideration. No money exchange is required. The Consideration for this Agreement is execution of the mutual leases for Angels Park and 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. 5. Non -Recording. Neither party shall record this Agreement. 6. Authority to Seek Grant Funding. The parties agree that City as to Premises 1 and SAUSD as to Premises 2 will have the right to seek grant funding for future projects and rely upon its use and lease of its respective leased property as a basis for applying for grant funding. 7. Indemnity. a. City shall protect, defend, indemnify and save and hold harmless SAUSD, 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 City's performance of this Agreement or City's failure to comply with any of City's obligations contained in the Agreement by City, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of SAUSD, In the event that SAUSD is named as a co-defendant, City shall notify SAUSD of such fact and shall represent SAUSD in such legal action unless SAUSD shall bear its own litigation costs, expenses and attorney's fees. b. SAUSD shall protect, defend, indemnify and save and hold harmless City, 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 SAUSD's performance of this Agreement or SAUSD's failure to comply with any of SAUSD's obligations contained in the Agreement by SAUSD, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. In the event that City is named as a co-defendant, SAUSD shall notify City of such fact and shall represent City in such legal action unless City shall bear its own litigation costs, expenses and attorney's fees. 8. Use of Joint Use Facilities. a. District Priority. SAUSD shall have the right, without prior consent of the City, to schedule use of the Joint Use Facilities outside of Regular School Hours for both the regular school year and summer school. In the event that SAUSD desires to use or schedule use of the Joint Use Facilities outside of Regular School Hours, it agrees that it will reserve the Joint Use Facilities ahead of schedule. b. City Priority. City shall have the right at its discretion to schedule activities at the Joint Use Facilities, without prior consent of the SAUSD,,provided (1) that the times are not in conflict with District Time. City regulations shall be in effect for the purposes of any public usage of the tennis facilities. c. Scheduling Conflicts. I the event that a scheduling conflict arises and the District requires the use of the facilities during City Time, SAUSD agrees that it will provide a reasonable relocation site for use by the City. d. Supervision. SAUSD will be responsible for managing the Joint Use Facilities during Regular School Hours and other District Times. Likewise, the City will be responsible for managing the Joint Use Facilities during City Time. The City shall provide a level of supervision and security commensurate with that provided at City - owned facilities at all times while using the Joint Use Facilities. e. Conflict Resolution. In the event of any conflict with respect to scheduling of the Joint Use Facilities, or any other implementing provisions in this Agreement, the TAC shall be consulted to resolve the dispute. 9. Maintenance and Repair. a. Premises 1: City 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 Citycauses any damage to the premises or to access roadways or other nearby facilities, it shall properly repair same as specified by SAUSD. b. Premises 2: During Regular School Hours for both the regular school year and any summer school the SAUSD 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 SAUSD causes any damage to the premises or to access roadways or other nearby facilities, it shall properly repair same as specified by City. 10. Construction, Removal and Modification of the Leased Premises a. Premises 1: City 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 eased premises so long as the leased premises continues to be used for park purposes. b. Premises 2: SAUSD shall first seek written authorization from City to modify, demolish, or otherwise alter the improvements on the leased premises, or to add any new structures or improvements to the leased premises. 11. Assignment. Neither party shall, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber their respective leases or any interest therein, and shall not sublet their respective leased premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (employee, agent, servant, and invitees excepted) to occupy or use their respective leased premises, or any portion thereof, without he prior written approval of the respective owner of the leased premises. 12. Utilities. a. Premises 1: 1. City shall pay for all electricity, gas, water, and sewer services furnished to Premises 1 for the use, operation and maintenance of Premises 1 during the term of this Agreement, or any extension thereof, and for the removal of trash from Premises 1 during the term of this Agreement, and any extension thereof. ii. City 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 City's intended use of Premises 1, all at City's sole cost and expense. b. Premises 2: L City shall pay for all electricity and water services furnished to Premises 2 for the use, operation and maintenance of Premises 2 during the Term of this Agreement, and any extension thereof, and for removal of trash from Premises 2 during the Term of this Agreement, or any extension thereof. H. SAUSD 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 SAUSD's intended use of Premises 2, all at SAUSD's sole cost and expense. 13. Termination. a. In the event of any damage, destruction, or condemnation of Premises 1 of 2, which renders lessee's leased premises unusable or inoperable in the lessee's judgment, the lessee shall have the right, but not the obligation to terminate the Agreement with respect to its leased premises by giving written notice to the owner of the leased premises within thirty (30) days after such damage, destruction or condemnation If by virtue of such casualty or condemnation, the leasee determined that its leased premises is no longer adequate for leasee to continue its operations, or any repairs to its leased premises have not been completed or cannot reasonably be completed within sixty (6) days from the date of the damage, destruction or condemnation, This Agreement will become null and void. b. In the event of condemnation, unless leasee is allowed by the condemning authority to continue its operations in its leased premises, this Agreement shall terminate as of the date title to the leased premises vests in the condemning authority or leasee is required to cease its operations whichever is earlier. If any property described herein or hereafter added hereto is taken in eminent domain, the entire award shall be paid to the owner of the leased premises. 14. Insurance. Both the City and SAUSD shall maintain, for the period covered by this Agreement, at their own respective cots, 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 SAUSD in the regular course of business for its other activities shall satisfy this requirement. 15. Notices. All notices, statements, demands, requests„ consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in 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 potage paid, addressed as follows: If to CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of Council And City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: City Attorney -.. City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: Executive Director of Parks, Recreation and Community Services Agency If to SAUSD: Santa Ana Unified School District 1601 East Chestnut Santa Ana, California 92701 Attention: Assistant Superintendent, Facilities and Governmental Relations 16. Incorporation of Recitals and Exhibits. All of the recitals and exhibits set forth in or attached to this Agreement are by this reference incorporated in and made part of this Agreement. 17. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement 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 Agreement or any amendments thereto. 7 18. Governing Law. This Agreement 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 of laws principals. 19. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes any and all other written or oral understanding, No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the other party or parties sought to be charged or bound by the alteration of amendment. 20. Captions. Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not part of this Agreement, and shall not be used for the interpretation of determination of the validity of his Agreement or any provision thereof. 21. Severability. If any one or more of the provision contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision has never been contained herein. 22. Further Assurances. Each party shall cooperate with the other and shall execute such documents as may reasonably necessary to carry out the provisions of this Agreement including the providing of estoppel certificates. 23. 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 Agreement 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 Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege under this Agreement 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. 24. Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies. [Signatures on next page] 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. "SAUSD" "City" Santa Ana Unified School District, a City of Santa Ana, a charter city and political subdivision of the State of municipal corporation, duly organized and California existing under the constitution and the laws of the Stateoff California By: By: Q ^' Superintendent RAUL GODI II. City Manager By: Attest: President of the Board By: MARIA D. HUIZAR City Clerk Attest: Approved as to form: SONIA R. CARVALHO By: City Attorney Clerk of the Board pp����� By: QLUITtq— A. R9�-f1j_ Laura A. Rossini Senior Assistant City Attorney Recommended for Approval: By: Li off Executive Director of Parks, Recreation and Community Services Agency e aim G A tteauted Copy, to GpT M-30/T11i I:014:11j131 10 IWIFn srFUT �.op�yr we�c AA 0 V ANGELS COMMUNITY PARK o 914 W. 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