HomeMy WebLinkAboutE-11 Staff Report - License Agreement and Amendment to Grant Resolution - Azusa Woman_s ClubCONSENT ITEM
E-11
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: LOUIE F. LACASELLA, MANAGEMENT ANALYST
DATE: JUNE 19, 2017
SUBJECT: APPROVE LICENSE AGREEMENT AND AMENDMENT TO GRANT
RESOLUTION RELATING TO USE OF THE AZUSA WOMAN’S CLUB FACILITY
LOCATED AT 1003 N. AZUSA AVENUE
SUMMARY:
In 1980, the Azusa Woman’s Club conveyed its property located at 1003 North Azusa Avenue to the
City. The City Council concurrently adopted Resolution No. 6869, accepting the property. Since that
time, the City has operated the property for various social and civic activities. However, the grant to the
City is subject to a condition providing that the site shall be available for use by the Azusa Woman’s
Club every Wednesday during daytime hours for meeting purposes as long as the Club is in existence.
The Club has expressed interest in using the property on other days and times. This goes beyond the
Club’s grant rights. Therefore, the City and Club have negotiated a License Agreement granting the
Club a right to use the property on Thursdays and requires the Club to maintain general liability
insurance covering its activities at the property. This action approves a License Agreement with the
Azusa Woman’s Club for use of the property.
RECOMMENDATION:
Staff recommends the City Council take the following actions:
1) Approve the City’s entry into a License Agreement allowing the Azusa Woman’s Club to use the
facility for additional dates and times; and
2) Adopt Resolution No. 2017-C48, amending Resolution No. 6869 relating to the grant terms for
the Azusa Woman’s Club property to authorize the Azusa Woman’s Club to use the property for
additional dates and times by lease, license or similar agreement with the City of Azusa.
APPROVED
CITY COUNCIL
6/19/2017
License Agreement and Resolution – Azusa Woman’s Club
June 19, 2017
Page 2
DISCUSSION:
In 1980, the Azusa Woman’s Club conveyed its property located at 1003 North Azusa Avenue to the
City by grant deed. The City Council concurrently adopted Resolution No. 6869 accepting title to the
property. Since that time, the City has operated the property for various social and civic activities
through the Parks and Recreation Department.
However, the grant to the City is subject to certain conditions. One particular condition (Section 5 of
Resolution No. 6869) provides that the site shall be “available for use by the Club every Wednesday
during daytime hours for meeting purposes as long as the Club is in existence.” Therefore, the Club has
had a continuing right to use the site for Wednesday meetings and no lease or license from the City has
been required. It is, in essence, a property interest that the Club retained when it conveyed the property
to the City in 1980.
The Club has recently expressed an interest in using the property on other days and times – in particular,
Thursdays. This goes beyond the “Section 5 Rights” that the Club has retained. Therefore, the City and
Club have negotiated the attached License Agreement (Attachment 1) whereby the City grants the Club
a right to use the property on Thursdays from 12 p.m. to 11 p.m. This is a no-fee license in the light of
the fact that the Club’s social and philanthropic benefits to the communit y provide adequate “benefit of
the bargain” to the public for this license. The license would remain in effect until terminated for breach
or by one of the parties upon 30 days written notice. The City would continue to be responsible for
utilities, maintenance, security and repairs of the property (except that which is caused by the Club’s
damage).
The License Agreement requires the Club to maintain $1,000,000 comprehensive general liability
insurance covering its activities at the property. Special terms have been drafted into the License
Agreement requiring the Club to carry insurance throughout either (i) the term of the License Agreement
(for Thursday meetings), or (ii) for as long as the Club exercises its “Section 5” grant deed rights (for
Wednesday meetings). Normally, such a requirement would only apply to Thursday meetings since
those are specifically covered by the Agreement. However, the Club has agreed to carry insurance on
all of its activities, whether covered under the License Agreement or by its “Section 5 rights” under the
1980 grant.
Also attached, is an amendment to Resolution No. 6869 (Attachment 2) consistent with the terms
described above. The amendment specifically authorizes the Club to use the property on additional dates
and times beyond Wednesday as provided in any lease, license or similar agreement between the City
and the Club. In essence, this amendment authorizes entry into the License Agreement that is be fore the
Council this evening. The amendment also expressly requires the Club to carry the insurance described
above for any of its activities.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended actions. The City would remain responsible
for utilities, maintenance, security and repairs to the property (except that which is caused by the Club’s
damage).
License Agreement and Resolution – Azusa Woman’s Club
June 19, 2017
Page 3
Prepared by: Prepared by:
Marco Martinez Louie F. Lacasella
City Attorney Management Analyst
Reviewed and Approved:
Troy L. Butzlaff, ICMA-CM
City Manager
Attachments:
1) License Agreement with Azusa Woman’s Club
2) Resolution No. 2017-C48 Amending Resolution No. 6869
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CITY OF AZUSA License Agreement
(Azusa Woman's Club)
1. Parties and Date.
This License Agreement ("License") is made and entered into this _____ day of
_______________, 2017, between the City of Azusa, a California municipal
corporation ("City") and the Azusa Woman’s Club, a California not-for-profit
organization. ("Club"). City and Club are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. Recitals.
2.1 Premises. By and pursuant to the Grant Deed referred to in Section 2.2 below,
City is the owner (subject to the condition that if City hereafter conveys the
Premises to any other entity, then title shall revert to the Club or its successor in
interest) of the real property described in that certain Grant Deed referred to in
Section 2.2 below and attached herewith as Exhibit "A" and incorporated herein
by this reference ("Premises").
2.2 Club’s Prior Rights. City acquired the Premises from the Club by Grant Deed
subject to said conditions referenced herein , dated February 20, 1980 (Exhibit
"A" recorded as Doc. #80-196098 in the Los Angeles County Recorder's
Office). The day prior, on February 19, 1980, the Azusa City Council adopted
Resolution No. 6869 (the "Resolution"), authorizing the City's acceptance of the
Premises from the Club, subject to certain conditions and rights that include
without limitation Sections 1 through 8 of the Resolution (the "Conditions"). A
true and correct copy of Resolution No. 6869 is attached herewith as Exhibit
"C" and incorporated herein by this refer ence. Section 5 of the Resolution
makes the Premises "available for use by the Club every Wednesday during
daytime hours for meeting purposes as long as the Club is in existence."
("Section 5 Rights"). All such rights shall remain and not be affected by this
License. The Club desires, by entry into this License, to establish the right to
use the Premises on additional days and times beyond the Club's Section 5
Rights (the "Additional Use Rights"). This License shall in no way extinguish,
alter, modify or eliminate any of the conditions and rights granted to the Club
pursuant to the Grant Deed or the Resolution or any other right , privilege,
benefit, etc. previously granted to the Club by the City in connection with the
Premises or any other right, inter est, or title interest currently held by the Club
relative to the Premises . This License shall apply only to the Club's use of the
Premises beyond the rights granted in the Conditions and the Section 5 Rights,
except the Club agrees to maintain insurance pursuant to paragraph 3.12 herein.
This License shall not apply to the Club's use of the Premises with respect to the
Conditions and Section 5 Rights already in place and previously granted to the
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Club, except the Club agrees to maintain insurance pursuant to paragraph 3.12
herein.
2.3 Purpose of License. City desires to grant a License to use the Premises to Club
and Club desires to License the use of the Premises from City, for the Additional
Use Rights, for due and adequate consideration, the receip t and sufficiency of
which are acknowledged by the Parties and further described in this License for
the community social, recreational and philanthropic purposes set forth
herein.
3. Terms.
3.1 Scope of License. With respect to the Additional Use Rights, City hereby grants
to Club, its employees, agents and subcontractors, a non-exclusive license and
right to enter upon and over the Premises for the days, times and purposes set
forth in this License in addition to the Club's rights, title and interest in the
Section 5 Rights and otherwise referenced in the Recitals herein.
3.2 No Interest in Land Granted. Nothing in this License shall be deemed to grant
to Club any fee interest, leasehold, or other possessory interest in the Pr emises, or
any portion thereof, beyond the rights set forth herein or beyond the rights, title
and interests currently held by the Club. The Parties acknowledge that Club has
certain interests, rights and conditions, including without limitation the
Conditions and the Section 5 Rights that inure to the benefit of the Club based on
the Grant Deed and the Resolution and that shall not be affected by this License.
3.3 License Fee. During the term of this License, no rent or license fee shall be due
from the Club to the City. Based upon the recognized public social, recreational
and philanthropic benefits the Club provides to the City and its residents, the
Parties acknowledge that support of the Club in this regard serves a valid public
purpose for which public funds may be spent (via abatement of rent/license fee).
3.4 Term. The term of this License shall commence upon the date first written
above. This License shall remain in effect until terminated pursuant to Section
3.14.
3.5 Use of Premises. Club shall use the Premises exclusively for those community
social, recreational and philanthropic purposes of the Club, which are more
particularly described in Exhibit "B" attached hereto. Club may use the Premises
for the purpose of holding Azusa Woman's Club meetings at any time from 12:00
p.m. to 11:00 p.m. on Thursday of each week. City shall have priority of use for
City-sponsored activities between the hours of 12:00 p.m. and 5:00 p.m. on
Thursdays, provided that City provides Club with at least seven (7) days advance
notice prior to using the Premises, and provided further that City shall cease its
activities, clean up and render the Premises fit for the Club’s activities by no later
than 5:00 p.m. The Club shall have priority of use for the purposes of the Club
between the hours of 5:00 p.m. and 11:00 p.m.
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With respect to the Additional Use Rights, Club shall not use or permit the
Premises to be used for any other times or purpose(s) without the prior written
consent of City. Club shall not commit, or cause to be committed any of the
following upon the Premises: (i) any public or private nuisances, or (ii) any
activity which may be prohibited by any fire or casualty insurance policy
maintained by City.
3.6 Compliance with Law. With respect to the Additional Use Rights, Club shall
not use the Premises, nor permit anything to be done in or upon the Premises,
which will in any way conflict with any Federal, State or local law, statute,
ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Cl ub shall comply with all such
laws, statutes, ordinances and governmental rules, regulations or
requirements.
3.7 Alterations, Improvements and Additions. Unless otherwise stated in the
Resolution or the Section 5 Rights, Club may not make any alterations,
improvements or additions upon the Premises without the prior written consent
of City, which City may grant, conditionally grant, or withhold, in its sole and
absolute discretion. If consent is granted or conditionally granted, the Club
shall comply with all applicable laws and obtain all permits from City and other
governmental entities as may be required for such alterations, improvements or
additions. All such alterations, improvements and additions shall be made at
Club’s sole cost and expense.
3.8 Operations Costs, Taxes and Assessments. City shall pay all costs for electricity, water,
telecommunications and other utilities serving the Premises during the term of this License.
City shall pay for any and all taxes, assessments or other charges which may be levied upon
the Premises during the term of this License. City shall pay for any and all taxes,
assessments or other charges which may be levied upon any personal property or
improvements placed or erected upon the Premises.
3.9 Maintenance and Repairs. Except as provided herein, City shall be responsible
for the maintenance and security of the Premises at all times during the term of this
License. Any damage to the Premises caused by Club's use shall be repaired at the
sole cost and expense of Club. Any damage to the Premises caused by City's use
shall be repaired at the sole cost and expense of City.
3.10 City's Reasonable Right of Entry. With respect to this License, City shall be entitled, at all
reasonable times, and upon reasonable prior notice, to enter the Premises for the purpose of
inspecting the Premises, or for determining Club's compliance with the terms and conditions
of this License.
3.11 Assignment and Sublicensing. Club shall not assign, transfer or sublicense this
License, or any interest in it or portion thereof; without the prior written consent of
City, provided that City shall not unreasonably withhold or condition its consent.
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3.12 Insurance. Club shall, at its sole cost and expense, obtain and maintain in force
throughout either (i) th e term of this License or (ii) for as long as Club may
exercise the Section 5 Rights at the Premises, whichever is longer, the
insurance policy that the Club currently has in place, which includes a
$1,000,000 comprehensive general liability insurance policy upon the Premises
and shall apply to all activities conducted by Club on the Premises (whether those
activities occur on dates and times which have been secured by this License or under the
Section 5 Rights). Club shall deliver to City certificates of insurance naming City as an
additional insured. Insurance endorsements provided to City shall contain a provision that
the company writing said policy will provide City with twenty (20) days notice in writing
in advance of any cancellation or lapse of the effective date or any reduction in the
amounts of insurance. In the event that the insurance policy should lapse, be cancelled, or
be reduced in coverage, Club shall, prior to conducting further activities on the Premises,
thereafter secure a substitute policy (or an enhancement to its policy) which provides
equivalent limits, deductibles, coverage terms and conditions to Club’s current insurance
policy in place as of the Effective Date of this License Agreement. This Section 3.12 shall
survive the termination of this License. A true and correct copy of the declaration page
evidencing the current insurance policy in place is attached herewith as Exhibit "C" and
incorporated herein by this reference.
3.13 Mutual Indemnification. Club agrees to defend (with counsel acceptable to
City), indemnify and hold City, its officials, officers, directors, employees, agents,
and volunteers free and harmless against and from any and all losses, claims,
demands, actions or causes of actions, for damage to persons or property;
including wrongful death and attorneys' costs and expenses of suit, resulting from
any cause arising out of or pertaining to Club's use or occupation of the Premises
except to the extent caused by the negligent or intentional acts of City, its agents
or employees. City agrees to defend (with counsel acceptable to Club), indemnify
and hold Club, its officials, officers, directors, employees, agents, and volunteers
free and harmless against and from any and all losses, claims, demands, actions or
causes of actions, for damage to persons or property; including wrongful death
and attorneys' costs and expenses of suit, resulting from any cause arising out of
or pertaining to City's use or occupation of the Premises except to the extent
caused by the negligent or intentional acts of Club, its agents or employees. This
Section 3.13 shall survive the termination of this Agreement.
3.14 Termination. In the event of a failure by Club to perform or abide by any one
or more terms or provisions of this License, City may, after 5 days' notice to cure,
immediately terminate this License and pursue rights and remedies (legal and equitable)
available to the City by law . City or Club may terminate this License at any time, with
or without cause, upon thirty (30) days prior written notice to the other Party.
Termination of this License shall not affect Club's prior rights, including without
limitation the Conditions and the Section 5 Rights, except that Club shall continue
to maintain insurance pursuant to Section 3.12 above. In the event the City
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breaches this License, the Club, after 5 days' notice to cure, may pursue rights and
remedies (legal and equitable) available to the Club by law.
3.15 Signs. Club shall not allow any signage to be affixed to the Premises without the
prior written consent of City, which consent shall not be unreasonably withheld.
3.16 Waiver. The waiver by either Party of the breach of any provision of this
License shall not be deemed to be a waiver of any subsequent breach of that or
any other provision.
3.17 Captions. The various headings contained herein and the grouping of the
provisions of this License into separate paragraphs are for the purpose of
convenience only, and shall not be considered in interpreting the
provisions of this License.
3.18 Successors and Assigns. This License shall apply to and be binding upon the heirs,
successors, executors, administrators and assigns of the Parties hereto.
3.19 Partial Invalidity. Any provision of this License, which shall prove to be invalid,
void or illegal shall in no way affect, impair or invalidate any other provision
thereof and such other provision shall remain in full force and effect.
3.20 Governing Law and Venue. This License shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.21 Attorney's Fees . In the event of any action or proceeding brought by
either Party against the other under this License, the prevailing Party shall be
entitled to recover its attorney’s fees and court costs in such action or
proceeding, including costs of appeal, if any, in such amount as the court may
adjudge reasonable.
3.22 Notices. Any and all notices and demands which are required under the terms
and conditions of this License or which either City or Club desire to serve upon
the other, shall be in writing and shall be deemed served when delivered
personally, or when deposited in the United States mail, first class postage prepaid,
return receipt requested, addressed as follows:
To City at: City of Azusa
213 E Foothill
Azusa, CA 91702
Attn: City Manager
Copy to: Best, Best & Krieger LLP
5 Park Plaza, Suite 1440
Irvine, CA 92614
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Attn: Marco A. Martinez
To Club at: Azusa Woman's Club
1003 N. Azusa Avenue
Azusa, CA 91702
Attn: Jule Arevalo
Copy to: Brian D. Moreno, Esq.
Via E-Mail at bdmlawyer@hotmail.com
Any notice so given shall be considered served on the other party three (3) days
after deposit in the United States mail, first class postage prepaid, return receipt
requested, and addressed to the party at its applicable address. Actual notice shall be
deemed adequate notice on the date actual notice occurred regardless of the method of
service.
3.23 Authority to Enter Agreement. Club has all requisite power and authority to
conduct its business and to execute, deliver and perform the License. Each Party
warrants that the individuals who have signed this License have the legal power,
right and authority to make this License and bind each respective Party.
3.24 No Discrimination. Club herein covenants that there shall be no discrimination
against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry, in the use,
occupancy or enjoyment of the Premises, nor shall Club or any person claiming
under or through Club establish or permit any such practice or practices.
3.25 Incorporation of Recitals. The recitals set forth above in Paragraph 2 constitute
an integral part of this License and are incorporated herein by this reference with the
same force and effect as if set forth herein as agreements of the Parties.
IN WITNESS WHEREOF, the Parties have executed this License on the date first set
fourth hereinabove
CITY OF AZUSA
By: _______________________________
City Manager
AZUSA WOMAN’S CLUB
By: _________________________
Executive Director
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ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Best Best & Krieger, LLP, City Attorney
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EXHIBIT "A" TO LICENSE
(Description of the Premises)
Lots 10, 11 and 12 in Block 5 of Azusa, in the City of Azusa, County of Los Angeles,
State of California, as per map recorded in Book 15, Page 93 et seq., Miscellaneous
Records, in the office of the County Recorder of said County.
More commonly known as 1003 North Azusa Avenue, Azusa CA 91702.
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EXHIBIT "B" TO LICENSE
(Description of Club Purposes)
Fundraising activities, dinners, dances, art shows, tea events, Board meetings, planning
meetings, golden days events, holiday dinners, movie nights, music events, and other
social events permitted in the Club’s governing documents.
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EXHIBIT "C" TO LICENSE
(Club’s Certificate of Insurance)
[attached]
45635.01000\29439812.5
RESOLUTION NO. 2017-C48
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AZUSA, CALIFORNIA, RELATING TO RESOLUTION NO.
6869 AND THE CITY‘S ACCEPTANCE OF THE
CONVEYANCE OF THE AZUSA WOMAN’S CLUB
PROPERTY AT 1003 N. AZUSA AVENUE
WHEREAS, on February 20, 1980, the Azusa Woman’s Club conveyed the real property
(“Property”) located at 1003 North Azusa Avenue, Azusa, California (generally known as the
Azusa Woman’s Club Building) to the City of Azusa, subject to certain terms and conditions;
including without limitation the conditions contained in the operative deed; and
WHEREAS, the Corporation Grant Deed conveying the Property was duly executed by
the parties on February 20, 1980 and recorded on February 26, 1980, as Document No. 80-
196098 in the records of the Los Angeles County Recorder’s Office; and
WHEREAS, the terms and conditions of the conveyance are more particularly set forth in
City Council Resolution No. 6869, dated February 19, 1980, whereby the City Council officially
authorized acceptance of the Property; and
WHEREAS, among said terms and conditions in Resolution No. 6869 is Section 5 which
states as follows:
“The building on said property will continue to be available for use by the Azusa
Woman’s Club every Wednesday during daytime hours for meeting purposes as
long as Club is in existence.”
WHEREAS, the Azusa Woman’s Club has expressed an interest in using the building on
the Property for additional dates and hours beyond those set forth in Section 5 of Resolution No.
6869; and
WHEREAS, the City of Azusa is agreeable to granting the Azusa Woman’s Club’s
additional days and hours of usage of the Property; and
WHEREAS, the City Council desires to amend Resolution No. 6869 to accommodate
the Azusa Woman’s Club’s request for additional dates and hours of use beyond the rights
previously granted to the Club in Resolution No. 6869 and the Deed, by authorizing the City and
Club to enter into lease or license agreements for said additional use, subject to terms and
conditions negotiated between them in good faith, and without extinguishing any of the property
interests and rights that were previously granted to the Club in Resolution No. 6869 and the
Grant Deed; and .
WHEREAS, to better protect the Property, building and operations thereon, City has
requested and the Club has agreed to maintain general liability insurance coverage for the
Property, on the terms and conditions agreed to by the Parties in the License Agreement for as
long as the Club is in existence and is using the Property.
45635.01000\29439812.5
NOW, THEREFORE, the City Council of the City of Azusa, California does resolve,
declare, determine and order as follows:
SECTION 1. Section 5 of Resolution No. 6869 is hereby amended to read as follows:
“The building on said property will continue to be available for use by the Azusa
Woman’s Club every Wednesday during daytime hours for meeting purposes as
long as Club is in existence. The building will also be available on those dates,
times and terms set forth in a lease, license or similar agreement entered into in
good faith between the Azusa Woman’s Club and the City of Azusa. For as
long as the Azusa Woman’s Club is in existence and is using the building,
whether on Wednesday during daylight hours or some other date and time
established by agreement, the Azusa Woman’s Club shall obtain and maintain
in force a comprehensive general liability insurance policy as required in those
terms and conditions mutually agreeable between the City of Azusa and the
Azusa Woman’s Club in a lease, license or similar agreement.”
SECTION 2. Except as otherwise amended by this Resolution, the terms and conditions
of the original grant as set forth in Resolution No. 6869 shall remain in force and effect.
SECTION 3. The City Clerk shall certify to the adoption of the Resolution.
ADOPTED AND APPROVED this 19th day of June, 2017.
________________________________
JOSEPH R. ROCHA, MAYOR
ATTEST:
____________________________
Jeffrey Cornejo, City Clerk
APPROVED AS TO FORM:
___________________________
City Attorney
45635.01000\29439812.5
RESOLUTION AGREED TO BY:
AZUSA WOMAN’S CLUB,
a California not-for-profit organization
Date: ____________________________
By: ____________________________
Its: ____________________________
45635.01000\29439812.5
I hereby certify that the foregoing resolution was duly adopted by the City Council of the
City of Azusa at a regular meeting thereof held on the 19th day of June, 2017, by the following
vote of the Council:
AYES:
NOES:
ABSENT:
____________________________________
Jeffrey Cornejo, City Clerk