HomeMy WebLinkAboutE-04 Staff Report - Parking License Agreement Between Foothill Transit and MetroCONSENT ITEM
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TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: APRIL 1, 2019
SUBJECT: APPROVAL OF A PARKING LICENSE AGREEMENT BETWEEN FOOTHILL
TRANSIT AND THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY FOR THE AZUSA INTERMODAL TRANSIT
CENTER
BACKGROUND:
Th e City owns the Azusa Intermodal Transit Center, a 547-space parking garage within the Downtown
area. Foothill Transit has exclusive rights to 202 parking spaces within the parking garage. Foothill
Transit now desires to grant an exclusive license to The Los Angeles County Metropolitan
Transportation Authority (Metro) to use 200 of the Foothill Transit spaces. The proposed
recommendation approves the Parking License Agreement between Foothill Transit and Metro, giving
Metro an exclusive license to use 200 of Foothill Transit’s parking spaces within the Azusa Intermodal
Transit Center.
RECOMMENDATION:
Staff recommends the City Council take the following actions:
1)Approve a Parking License Agreement between Foothill Transit and Metro for the Azusa
Intermodal Transit Center; and
2)Authorize the City Manager to execute the agreement, in a form acceptable to the City Attorney,
on behalf of the City.
ANALYSIS:
On October 2, 2010, the City Council entered into a Memorandum of Understanding (MOU) with
Foothill Transit giving them exclusive rights to 202 parking spaces within the Azusa Intermodal Transit
Center. On December 7, 2015, the City Council also entered a MOU with the Metro Gold Line Foothill
Extension Construction Authority (Construction Authority), granting the Construction Authority an
APPROVED AS
AMENDED
CITY COUNCIL
4/1/2019
Parking License Agreement
April 1, 2019
Page 2
easement for 200 parking spaces within the Azusa Intermodal Transit Center. The Construction
Authority has since transferred this easement to Metro.
Foothill Transit now desires to lease 200 of their parking spaces to Metro. Highlights of the Parking
License Agreement between Foothill Transit and Metro are as follows:
1. Foothill Transit grants to Metro an exclusive license to use 200 of the Foothill Transit parking
spaces 24 hours a day, seven days a week.
2. The term of the Parking License Agreement shall be one (1) year and shall automatically renew
for one (1) year on each anniversary of the effective date, unless terminated by either party.
3. Foothill Transit is entitled to 60% of the revenues from the parking fees collected by Metro for
the licensed spaces.
4. Foothill Transit will continue to be responsible for repair and maintenance costs and
responsibilities for the premises as set forth in the MOU between the City of Azusa and Foothill
Transit.
FISCAL IMPACT:
There is no fiscal impact associated with approving this Parking License Agreement.
Prepared by: Reviewed and Approved:
Daniel Bobadilla, P.E. Sergio Gonzalez
Director of Public Works/City Engineer City Manager
Attachment:
1) Parking License Agreement
10044819.4220742-10012
PARKING LICENSE AGREEMENT
This PARKING LICENSE AGREEMENT (this “Agreement”), effective as of
_______________, 2019 (the “Effective Date”), is made by and between FOOTHILL
TRANSIT, a joint powers authority organized under the laws of the State of California
(“Foothill Transit”), and THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a public entity duly organized and existing under the laws
of the State of California (“MTA”), each occasionally a “Party” and collectively, the “Parties.
RECITALS
A.The City of Azusa (“City”) owns that certain real property commonly known as
801 North Alameda Avenue, Azusa, California (the “Property”), as more particularly described
in Exhibit A, attached hereto and incorporated herein by this reference, and the improvements
built thereon, including but not limited to, a four-level parking structure (the “Intermodal
Parking Facility” or “Facility”).
B.Pursuant to the terms and conditions of that certain Grant Deed and Parking
Easement Agreement dated December 5, 2015 by and between City and the Metro Gold Line
Foothill Extension Construction Authority, MTA (as successor in interest to the latter) currently
holds an easement to two hundred (200) parking spaces in the Facility.
C.Foothill Transit represents that pursuant to that certain Memorandum of
Understanding Between Foothill Transit and The City of Azusa, California (Azusa Park and Ride
Facility) dated October 4, 2010 as amended by those certain First, Second, Third, Fourth and
Fifth Amendments thereto (collectively, the “Foothill Transit-City MOU”), Foothill Transit has
exclusive use of two hundred and two (202) vehicular parking spaces in the Facility (“Foothill
Spaces”) 24 hours a day, seven days a week (including Saturdays and Sundays); provided,
however, any such spaces that are vacant after 10 a.m. may be utilized on a non-exclusive basis
by other transit users on that day.
D.Foothill Transit desires to license to MTA, and MTA desires to license from
Foothill Transit, two hundred (200) of the Foothill Spaces (the “Licensed Spaces”), for the Term
set forth in this Agreement, and upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
1.Incorporation of Recitals. The terms of the Recitals above are hereby
incorporated by this reference as if set forth in full herein.
2.Grant of License. Foothill Transit hereby grants to MTA, an exclusive license
(the “License”) to use two hundred (200) of the Foothill Spaces (individually and collectively,
the “Licensed Space(s)”) 24 hours a day, seven days a week (including Saturdays and Sundays),
which Licensed Spaces are marked and depicted on Exhibit B attached hereto and incorporated
herein by this reference; together with such access rights to such spaces which Foothill Transit
Attachment 1
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 2
holds in connection with such Licensed Spaces for the purpose of ingress and egress to and from
the Licensed Spaces by the Permitted Users (collectively, including the Licensed Spaces, the
“Premises”).
3. Permitted Users and Uses.
a. Permitted Users. MTA’s License to use the Premises is personal to MTA,
its subsidiaries and their respective directors, officers, agents, employees, contractors or
subcontractors, invitees, and transit patrons of the Metro Gold Line or other public transportation
services in the vicinity of the Facility (collectively, the “Permitted Users”). The License
granted herein is exclusive to the Permitted Users, and no other users other than the Permitted
Users are allowed to park in the Licensed Spaces.
4. Term. The term of this Agreement shall be one (1) year commencing on the
Effective Date (“Initial Term”), and shall automatically renew for one (1) year on each
anniversary of the Effective Date (each renewal year, an “Extension Term”), unless earlier
terminated by either Party with ninety (90) days’ prior written notice. Collectively the Initial
Term and any Extension Term(s) may be referred to in this Agreement as the “Term”.
5. Operation of Licensed Spaces; Fees and Revenues.
a. Operation/Fees. At MTA’s sole and absolute discretion, MTA shall have
the right to operate a parking permit program applicable to the Licensed Spaces, including the
ability to set the parking fee rates for, and collect revenues from, the use of the Licensed Spaces.
Neither Foothill Transit nor any other party shall have any involvement in setting the parking fee
rates. MTA, and its employees, agents, contractors, and authorized representatives shall have the
right at any time to enter the Premises to enforce MTA’s parking permit program.
b. Revenues and Payment. MTA agrees to charge a parking fee consistent
with rates approved by the MTA Board of Directors (“MTA Board”) to patrons for their use of
the 200 Licensed Spaces. Foothill Transit shall be entitled to sixty percent (60%) of the revenues
from the parking fees collected by MTA for the Licensed Spaces (“Foothill Transit
Revenues”). MTA shall pay the Foothill Transit Revenues each month electronically and
provide banking information to Foothill Transit for such purpose.
c. In the event the MTA Board-approved parking rates applicable to the
Licensed Spaces is less than fifty percent (50%) of the rate that is applicable as of the Effective
Date of this Agreement, then at LACMTA’s sole option, LACMTA will elect to either: (i)
provide thirty (30) day’s written notice of termination of the this Agreement, or (ii) resume with
the use of the Licensed Spaces under this Agreement and reimburse Foothill Transit for
Reimbursable Maintenance Costs allocable to the Licensed Spaces, which documentation of
costs shall be provided by Foothill Transit to LACMTA upon LACMTA’s request. For purposes
of this Section 5.d, “Reimbursable Maintenance Costs” shall mean the following, to the extent
such costs are reasonably incurred and are customary or necessary to meet the repair,
management, operational and maintenance obligations of Foothill Transit: (1) the cost of
providing utilities necessary for (x) lighting the Facility, and (y) the operation of equipment
associated with the maintenance and repair of the Facility, which costs, if the utilities serving
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 3
such needs are not separately metered, shall be equitably allocated to the Facility; (2) the cost of
janitorial services, sweeping services, graffiti removal services, repainting, garbage removal
services, and the like equitably allocated to the Facility; (3) reasonable capital improvement
expenses for replacement (in the ordinary course of business) of capital improvements within the
Facility. Notwithstanding anything to the contrary set forth herein, Reimbursable Maintenance
Costs shall not include (and MTA shall not reimburse Foothill Transit for) any costs of or related
to any parking attendant or parking gating system, and any property taxes or any security costs
incurred by Foothill Transit with respect to the Facility.
d. Wayfinding Signs. MTA shall have the right to place and maintain
identifying and wayfinding signs at locations on the Premises as determined appropriate by
MTA, including, but not limited to, signs indicating the exclusive use by Permitted Users as set
forth above in Section 2.b. MTA shall also have the right to place and maintain identifying and
wayfinding signs at locations on the Property as determined appropriate by MTA and approved
by the City. Wayfinding signs identifying Foothill Transit bus bays shall remain.
6. Maintenance. Foothill Transit shall continue to be responsible for repair and
maintenance cost and responsibilities for the Premises as set forth in the Foothill Transit-City
MOU. Foothill Transit shall keep the Premises clean, safe, and in good condition and repair,
well-lit and ADA accessible. MTA agrees that no repair, maintenance or security deficiencies
exist as of the date of the execution of this License Agreement. MTA will inform Foothill
Transit in a timely manner of all future deficiencies in the clean, safe, and in good condition and
repair, well-lit and ADA accessible state of the Facility. Pursuant to the terms of the Foothill
Transit – City MOU, Foothill Transit will inform the City in a timely manner of MTA’s future
security concerns for the Facility.
7. Indemnification.
a. Indemnity by MTA. MTA shall indemnify, defend (with counsel
reasonably satisfactory to Foothill Transit), protect and hold harmless Foothill Transit and its
board members, officers, employees, agents and representatives (collectively, “Foothill Transit
Parties”) from and against any and all claims, actions, causes of action, demands, orders, or
other means of seeking or recovering damages, liabilities, costs, expenses (including attorneys’,
experts’, and consultants’ fees and other litigation costs), fines, penalties, debts, liens, taxes, or
any type of compensation whatsoever, direct or indirect, known or unknown, foreseen or
unforeseen (“Claims”) arising out of (a) a material breach by MTA of any term, condition or
obligation under this Agreement; (b) damage to or loss of use of property or bodily and/or
personal injury or death of any person, that arises from, or occurs by reason of, or in connection
with the negligence of the MTA Parties’ use of the Licensed Spaces or performance of this
License Agreement; and (c) all Claims by Permitted Users except to the limited extent Foothill
Transit may have liability pursuant to Section 7.b below.
b. Indemnity by Foothill Transit. Foothill Transit shall indemnify, defend
(with counsel reasonably satisfactory to MTA), protect and hold harmless MTA, its board
members, officers, employees, agents and representatives (collectively, “MTA Parties” from
and against any and all Claims, arising out of, connected with, resulting from, or relating in any
way to: (a) a material breach by Foothill Transit of any term, condition or obligation under this
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 4
Agreement; (b) damage to or loss of use of property or bodily and/or personal injury or death of
any person, that arises from, or occurs by reason of, or in connection with the negligence of the
Foothill Transit Parties in the timely maintenance or repair of the Premises after receiving notice
of any such deficiencies from MTA.
8. Insurance. Insurance for the Premises shall be provided as set forth in the Foothill
Transit-City MOU.
9. Return of the Premises. Upon the expiration or termination of this Agreement,
MTA shall remove from the Premises all personal property or other material or items owned by
MTA and restore the Premises to substantially the condition that existed immediately prior to the
Effective Date.
10. Notices. All notices shall be in writing and either (a) personally served at the
appropriate address (including by means of professional messenger service or recognized
overnight delivery service, provided that any such delivery is confirmed by written receipts
signed on behalf of the receiving Party or by adequate proof of service) or (b) deposited in the
United States mail, postage prepaid, certified or registered mail, return receipt requested,
addressed to the appropriate addressee and shall be deemed received and effective on the day
such notice is actually received if received before 5:00 p.m. on a regular business day, or on the
following business day if received at any other time. Parties may provide a courtesy copy by
electronic mail transmission. Notices hereunder shall be addressed to the Parties at their
respective addresses set forth below, to the attention of the following persons (or at such other
address as the respective Parties may provide in writing for this purpose):
Notices to MTA shall be given as follows:
LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION AUTHORITY
One Gateway Plaza, 18th Floor
Los Angeles, CA 90012-2952
ATTN: Frank Ching, Director, Parking Management
Telephone: (213) 922-3033
Email: Chingf@metro.net
Notices to Foothill Transit shall be given as follows:
FOOTHILL TRANSIT
100 South Vincent Ave., Suite 200
West Covina, CA 91790
ATTN: Sharlane Bailey, Director of Facilities
Telephone: (626) 931.7253
Email: sbailey@foothilltransit.org
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 5
11. Assignment and Sublicensing. MTA shall not assign or sublicense all or any
portion of its interest in this License (a “Transfer”), except with the prior written consent of
Foothill Transit, which consent shall not be unreasonably withheld, conditioned, or delayed.
a. MTA’s Notice. To obtain Foothill Transit’s consent to a Transfer, MTA
shall provide Foothill Transit with written notice of: (i) the proposed effective date of the
Transfer; (ii) a description of the portion of the Premises to be Transferred; (iii) all of the
material terms of the proposed Transfer and the consideration therefor; and (iv) any other
information reasonably required by Foothill Transit in order to evaluate the proposed Transfer
(“Notice of Transfer”).
b. Foothill Transit’s Consent. Within thirty (30) days after receiving the
MTA’s Notice of Transfer, Foothill Transit shall, in writing, either notify MTA that Foothill
Transit consents to the proposed Transfer or withholds its consent for reasons to be specified in
the notice. If Foothill Transit does not provide a notice granting its consent to MTA within thirty
(30) days of receiving a Notice of Transfer, Foothill Transit shall be deemed to have consented
to the proposed Transfer.
12. General Provisions.
a. Governing Law. This Agreement shall be governed by the laws of the
State of California.
b. Authority. Each Party represents and warrants to the other that the
execution and delivery of this Agreement and the performance of such Party's obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Party and enforceable in accordance with its terms. By signing this Agreement,
the individual signing below hereby represents and warrants that s/he is duly authorized to
execute and deliver this Agreement on behalf of the respective Party for which s/he is signing,
and that this Agreement is binding upon such Party in accordance with its terms.
c. Captions. The captions included in this Agreement are for convenience
only and in no way define, limit, or otherwise describe the scope or intent of this Agreement or
any provision hereof, or in any way affect the interpretation of this Agreement.
d. Waiver of Covenants or Conditions. The waiver by one Party of the
performance of any covenant or condition under this Agreement shall not invalidate this
Agreement nor shall it be considered a waiver by it of any other covenant or condition under this
Agreement.
e. Entire Agreement. This Agreement and the Exhibits hereto constitute the
entire agreement between the Parties with respect to the subject matter hereof and supersede all
prior verbal or written agreements and understandings between the Parties with respect to the
items set forth herein.
f. Modifications. This Agreement may be amended at any time by the
written agreement of the Parties. All amendments, changes, revisions, and discharges of this
Agreement in whole or in part, and from time to time, shall be binding upon the Parties despite
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 6
any lack of legal consideration, so long as the same shall be in writing and executed by the
Parties hereto.
g. No Third Party Beneficiaries. This Agreement is made and entered into
for the sole protection and benefit of the Parties and their respective successors and assigns. No
other person shall have any right of action based upon any provision of this Agreement.
h. Attorneys’ Fees. If either Party brings an action to enforce the term hereof
or to declare rights hereunder, the prevailing party in any such action, on trial and appeal, shall
be entitled to recover its costs and reasonable attorneys’ fees.
i. Severability. If any term, covenant, condition or provision of this
Agreement, or the application thereof to any person or circumstance, shall to any extent be held
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
terms, covenants, conditions, or provisions of this Agreement, or the application thereof to any
person or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
j. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall constitute one and
the same instrument. Handwritten signatures to this Agreement transmitted by telecopy or
electronic transmission (for example, through use of a Portable Document Format or “PDF” file)
shall be valid and effective to bind the Party so signing. Each Party agrees to promptly deliver to
the other Party an executed original of this Agreement with its actual signature, but a failure to
do so shall not affect the enforceability of this Agreement, it being expressly agreed that each
Party to this Agreement shall be bound by its own telecopied or electronically transmitted
handwritten signature and shall accept the telecopied or electronically transmitted handwritten
signature of the other Party to this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Parking License Agreement – Foothill Transit & MTA
801 N. Alameda Ave., Azusa, CA 7
IN WITNESS WHEREOF, Foothill Transit and MTA have executed this Parking License
Agreement as of the date first set forth above.
FOOTHILL TRANSIT:
FOOTHILL TRANSIT, a joint powers
authority organized under the laws of the State
of California
BY: ____________________________
DORAN J. BARNES
EXECUTIVE DIRECTOR
MTA:
LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION
AUTHORITY, a public agency existing under
the authority of the laws of the State of
California
BY: __________________________________
Name:
Title:
Approved as to Form:
DAROLD D. PIEPER, Attorney at Law
GENERAL COUNSEL
By: _______________________________
Approved as to Form:
MARY C. WICKHAM
COUNTY COUNSEL
By: _______________________________
Deputy
CONCURRENCE AND AGREEMENT
CITY OF AZUSA
By: ________________________________
Name:
Title:
Approved as to Form:
______________________________
By: _______________________________
Exhibit A
Exhibit A
Legal Description of the Property
(Intermodal Parking Facility Site)
All that certain real property situated in the County of Los Angeles, State of California, described as
follows:
Parcel B:
Lot 5 in Block 20, of the Townsite of Azusa, in the City of Azusa, County of Los Angeles, State of
California, as per map recorded in Book 15, Pages 93 to 96 inclusive of Miscellaneous Records, in
the Office of the County Recorder of said County.
APN 8608-025-903
Parcel C:
Lots 37, 38, 39 and 40, of Block 20, of Map of Azusa, in the City of Azusa, in the County of Los
Angeles, State of California, as per Map recorded in Book 15, Page 93, et seq., of Miscellaneous
Records, in the Office of the County Recorder of said County; also a strip of land described as
follows:
Beginning at the Southwest corner of said Lot 40; thence along Azusa Avenue, south 50.00 feet,
more or less, to the Northerly line of the land referred to as right-of-way and depot grounds,
conveyed by Deed to the Southern California Railway Company, recorded in Book 634, Page 181, of
Deeds; thence Easterly along said Northerly line to the Southerly prolongation of the centerline of the
alley, (20 feet wide), adjoining said Lots on the East, as shown on said Map; thence Northerly along
said Southerly prolongation 50.00 feet, more or less, to the Southerly line of said Block 20; thence
Westerly along said Southerly line to the Point of Beginning.
Parcel D:
Lots 6, 7, 8, 9, 10, 11, 12 and 13 in Block 20, of the Townsite of Azusa, in the County of Los
Angeles, State of California, as per Map recorded in Book 15, Pages 93 to 96, inclusive, of
Miscellaneous Records of said County.
Parcel E:
Part of the Rancho Azusa, as finally confirmed to Henry Dalton, as per Map recorded in Book 2,
Pages 106 and 107 Patents, Records of Los Angeles County, in the Office of the County Recorder of
said County; and also that portion of a vacated alley to the West of Lot 13 in Block 20 of the
Townsite of Azusa, as per Map recorded in Book 15, Pages 93 to 96, inclusive, of Miscellaneous
Records of said County, described as follows:
Beginning at the Southeast corner of said Lot 13; thence Southerly along the West line of Alameda
Avenue (100 feet wide), a distance of 50.00 feet, more or less, to the North line of the land referred
to as right-of-way and depot grounds conveyed by Deed to the Southern California Railway
Company, recorded in Book 634, Page 181, of Deeds; thence Westerly along said North line to the
intersection thereof, with the Southerly prolongation of the center line of the alley (20 feet wide)
adjoining said Lot 13, on the West, as shown on said Map; thence Northerly along said Southerly
prolongation and the centerline of said alley, to the Easterly extension of the North line of Lot 39 of
said Block and Tract; thence Easterly along the Easterly extension of the North line of Lot 39 to the
West line of Lot 13 of said Block and Tract; thence Southerly along the West line of said Lot 13, to
the Southwest corner of said Lot; thence Northeasterly along the Southerly line of Lot 13 to the Point
of Beginning.
Exhibit B
Exhibit B
Depiction of the Location of the Licensed Spaces