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HomeMy WebLinkAboutReso 1986-12680 ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 19th day of August 19 86 , by the following vote, to--wit: AYES: Councilmembers Cox, Malcolm, Moore, Campbell, McCandliss NAYES: Counci 1 members None ABSTAIN: Counci lmembers None ABSENT: Counci lmembers None ~City of Chula Vista City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY thor the above and foregoing is a full, true ond correct copy of RESOLUTION NO. 12680 ,and that the same has not been amended or repealed DATED City Clerk CITY OF CHUIA VISIA CC-660 AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE GIRLS AND BOYS CLUBS OF CHULA VISTA FOR A LOAN AMOUNT NOT TO EXCEED $250,000 FOR THE CONSTRUCTION OF A NEW CLUB FACILITY THIS LOAN AGREEMENT is made and entered into this 19th day of August 1986, by and between the City of Chula Vista, a municipal corporation, as lender, hereinafter referred to as "City," and the Girls and Boys Clubs of Chula Vista, a non-profit service provider, as borrower, hereinafter referred to as "C1 ubs"; W I TNESSETH : WHEREAS, the City and the Clubs have a lease agreement which includes a provision for construction of a multi-purpose facility at 1301 Oleander Avenue in the City an(l which is being modified to take into consideration the loan agreement; and WHEREAS, the City Council approveU entering into a loan agreement on June 18, 1985, with the Clubs for an amount not to exceed $250,000 in matching funds for the construction of said facility; and WHEREAS, the City is desirous of having construction of said facility completed. NOW, THEREFORE, the City and the Clubs do hereby mutually agree as follows: l. Loan Amount The City agrees to lend to the Clubs and the Clubs agree to expend an amount not to exceed $250,000. 2. Term The term of this agreement shall be for the period commencing on August 12, 1986, and terminating upon repayment of the loan. 3. Purpose of Loan Said loan shall be used for the construction of Girls Club and Boys Club wings and a multi-purpose athletic field at 1301 Oleander Avenue. Saiu buildings and facilities shall be used by the Clubs to promote the physical, mental and moral welfare of boys and girls residing in or near the City according to the standards of Boys' Clubs of America and Girls' Clubs of America, including all traditional activities of the Clubs and fund raising activities. 4. Conditions of Loan a. The Clubs shall provide funds equal to or greater than the City's loan for the construction costs. The Clubs shall provide proof to the City that they have or will have sufficient funds for construction in an escrow account before any City funds are released. b. Said loan shall be non-interest bearing. c. Repayment of the loan shall commence l0 years after completion of construction. For the purposes of this agreement, completion of construction shall be defined as the date upon which a notice of completion is issued by the City. d. The term for repayment shall be 20 years, with equal payments due annually, starting the llth year after completion of construction. Nothing in this agreement shall preclude the Clubs from voluntarily commencing payments prior to the llth year. e. The Clubs agree to repay the loan prior to the expansion/ construction of other facilities of the Clubs in the City. 5. Permits a. Prior to release of any City funds, the Clubs shall secure all necessary City permits. All fees for such permits will be waived. b. The Clubs shall complete construction wi thin two years from the Uate of issuance of the building permits. If construction is not completed within this time period, the City may terminate this agreement. c. The Clubs agree to complete all requirements stated in previous permits for grading and in the Conditional Use Permit for the ) property. 6. Right of Access The City shall have reasonable right of access to the construction site during normal construction hours. 7. Funds for Construction a. The City and the Clubs shall use a fund control service for depositing the City's loan funds and the Clubs' matching funds to pay for construction. b. Funds shall be deposited with the fund control service in increments of at least $10,000 by the City and by the Clubs at the same time. Deposits shall be made whenever the dollar amount of bills/invoices received from contractors exceeds the balance in the fund control account. Each time deposits are needed, the Clubs shall submit to the City a statement, certifieU by an authorized representative of the Clubs as to its accuracy, indicating that contractors' services have been provided, the amount requested to be deposited by the City Uirectly to the fund control service, amount requested to date from City, amount and date of matching funds deposited by the Clubs, amount of matching funds deposited to date by the Clubs, and any other relevant information requested by the City. Copies of invoices to be paid, approved by the Clubs' authorized representative, shall be attached to the certified statement. -2= The City shall provide proof to the Clubs when each deposit is made. The City shall aeposit funds with fund control within two weeks after receiving said statement from the Clubs. c. An agreement between the City and the Clubs and a fund control company shall be made after approval of this agreement. d. Contractors hired by the Clubs for the construction work on said facility shall submit bills or invoices twice a month for payment. The City and the Clubs shall retain copies of these bills/invoices. e. Said contractors shall be paid by the fund control service from the City's and Clubs' fund control account upon their submittal of a voucher, signed by the contractor and designated representatives of the City, Girls Club and Boys Club. f. Ten percent of the City's loan amount and an equal amount of the Clubs' funds shall be withheld from payment until final inspections are maae by the City and the Clubs and any deficiencies corrected by the contractors. g. Should fund control fees be required by the fund control service, the City shall pay one-half of the cost from the loan amount. The Clubs shall be responsible for paying the remaining one-half of the cost. 8. Insurance a. The Clubs agree to maintain public liability insurance in a form to be approved by the City Attorney during the term of this agreement naming City as an additional insured. Said insurance policy shall be in the amount of one million dollars {$1,000,000). The amount of coverage required by the City pursuant to this agreement may be amended by the City upon 120 days notice to the Clubs. The City shall be furnished with a Certificate of Insurance and Policy Endorsement. Failure of the Clubs to maintain said policy shall be grounds for termination of this agreement. b. The Clubs agree to maintain property insurance for the buildings and contents in the amount of the appraised value of said items for the term of this agreement. g. Grant~n~ of Easements The City has the right to grant easements for utilities and/or other purposes across said property. -3- 10. Recreational Activities a. The Clubs and the City shall provide recreational activities that will complement rather than compete with one another. b. The Clubs' multi-purpose field shall be made available at no cost to the City for City recreational pro§rams when the Clubs are not using said facility. Priority shall be given to youth programs by the City when using said field. ll. Audit Requirements a. The Clubs shall keep full and accurate books of account and records in accordance with generally accepted accounting principles. Such records shall be retained for a period of three (3) years after the close of each fiscal year and shall be available for inspection and audit by the City and its representatives on request. b. The City shall be furnished with a copy of the Clubs' annual audit report, which shall follow generally accepted accounting principles, for the perioa of said loan agreement. 12. Non-Discrimination The Clubs hereby covenant by and for themselves, their heirs, executors, administrators and assigns, that there shall be no discrimination a§ainst or segregation of, any person or persons on account of race, color, creed, sex, national origin, age, physical handicap or sexual preference in the sublease, transfer, use, occupancy, or enjoyment of said facility, nor shall the Clubs permit practice of discrimination or segregation with reference to the selection of contractors or subcontractors for the construction of said facility. 13. Responsibility of the Clubs a. The Clubs shall keep the premises, building and the property upon which the building is situated, free from any liens arising out of the work performed, materials furnished, or obligations incurred by the Clubs. Failure to keep said premises free of liens shall constitute a major breach of the covenants of this agreement and grounds for termination by City, at City's sole option. b. The Clubs shall make no further improvements or additions to the building and premises without prior written approval of the Director of Parks and Recreation. Said improvements and additions shall include, but not be limited to, changes to the -4- exterior or interior, room additions, signs, and new plantings not includeo in the approved design plans. c. The Clubs shall be liable for and shall pay, at least ten days before delinquency, taxes levied against any personal property or fixtures placed by the Clubs in or about the premises. Further, the Clubs shall be obligated to pay any and all other taxes, including but not limited to possessory interest tax, which may be from time to time assessed upon the facility. The failure of the Clubs to pay such levied tax, resulting in the establishment of a tax lien by any taxing a§ency, shall constitute a major breach of this a§reement and constitute grounds for termination of this agreement. d. The Clubs agree to accept full responsibility for the maintenance and repair of said premises, including landscaping. The Clubs shall, at the Clubs' sole cost and expense, keep the premises and every part thereof in §ood condition and repair, comparable to other property held by the City in the general vicinity. City shall have no obli§ations to alter, remodel, repair, decorate, or paint said facilities to be constructed. All landscaping shall be completed to the City Landscape Architect's satisfaction before release of final loan payment. 14. Compliance with Laws and Regulations The Clubs a§ree to maintain and operate said premises in compliance with all laws, rules and regulations applicable thereto. 15. Termination If, for any reason, this agreement is terminated, the Clubs shall, at the City's option, repay the City immediately for any City funds expended under this agreement. In addition to any other provisions relatin§ to termination of this agreement, this agreement may be terminated for the following reasons: a. In the event that the Clubs fail to maintain and operate said premises for the principal purpose for which the same are hereby demised or fail to maintain reasonable and adequate maintenance of said premises or further fail to remedy any such faults or defects within 30 days after written notice to do so from the City, then City may elect to terminate this agreement. b. All of the conditions and covenants contained herein to be performed by the Clubs shall be deemed to be conditions of the Clubs' loan, and if after 30 days written notice to the Clubs, any default in said conditions is not remedied or corrected or performed to City's satisfaction, City shall have the right to terminate this agreement. -5- c. In the event that t~e Clubs abandon said premises, the City shall terminate this agreement. Abandonment is herein defined to include, but is not limited to, any absence of the Clubs from the premises for fifteen (15) days or longer while in default of any provision of this agreement except where excused by law or circumstances beyond the Clubs' control. 16. Representatives of Parties to Agreement The following are designated as representatives of parties to this agreement: a. City designates the Director of Parks and Recreation as its representative in all matters under this contract (except execution thereof) and all notices given to the City shall be so addressed to the above designated representative at 276 Fourth Avenue, Chula Vista, CA 92010. b. The Clubs designate the President of the Girls Club of Chula Vista and the President of the Boys Club of Chula Vista as the representatives under this contract and all notices sent to the Clubs shall be addressed to tile above designated representatives at 1301 Oleander Avenue, Chula Vista, CA 92011. 17. Assignment Neither this agreement nor any duties or obligations hereunder shall be assignable by the Clubs without prior written consent of the City. In the event of an assignment by the Clubs to which the City has consented, the assignee or its legal representative shall agree in writing with the City to assume, perform, and be bound by the covenants, obligations, and agreement contained herein. 18. Successors and Assigns Subject to the provision regarding assignment, this agreement shall be binding on the executors, administrators, successors, and assigns of the respective parties. 19. Attorney's Fees If any action at law or equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which it may be entitled. 20. Modification of Agreement This Agreement may only be amended in writing when mutually agreed to by the parties. -6- 21. Indemnity The City, its agents, officers and employees, shall not be held liable for any claims, liabilities, penalties, fines or for damage to any goods, properties or effects of any person whatsoever, nor for personal injuries to or deaths of any of them, whether caused by or resulting from any acts or omission of the Clubs or their agents, employees or representatives. The Clubs further agree to indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities and any cost ano expenses incurred by the City on account of any claim therefor. In the event that a court of competent jurisdiction should determine that the City has no authority to provide by agreement for the performance of the hereinabove set forth services, the Clubs nevertheless agree to assume the foregoing obligations and liabilities by which it is intended by both parties that the Clubs agree to indemnify and to save the City harmless from all claims arising by reason of the work done by the Clubs. 22. Subleases The Clubs shall not sublease any portion of the building or premises without prior written approval of the Director of Parks and Recreation. 23. Loan Agreement This agreement shall not cancel or supersede any provisions of the lease agreement between the Clubs and the City. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. THE CITY OF CHULA VISTA Mayor o ta P/~es~dent-Glrl s Club of Chul a Vista ~/× '~ City Clerk' J ~x/ pre§rdent-Boy, Club'~f~hala Vista Approved as to form by: · ~ty Attorney WPC 0673R -7- SECOND AMENDMENT TO LEASE AGREEMENT WITH THE GIRLS AND BOYS CLUBS OF CHULA VISTA FOR THE CITY PROPERTY AT 1301 OLEANDER AVENUE THIS AMENDMENT, is made and entered into this 19th day of August, 1986, by and between THE CITY OF CHULA VISTA, a municipal corporation, hereinafter called "City," and the GIRLS AND BOYS CLUBS OF CHULA VISTA, hereinafter called "C1 ubs"; W I TNESS ETH : WHEREAS, the City and the Clubs have heretofore entered into a lease agreement commencing on November 8, 1977, and an amendment to the lease agreement on September 5, 1978; and WHEREAS, the City and the Clubs are entering into a loan agreement for the construction of improvements to this property; and WHEREAS, the parties wish to amenQ the agreement to take into account the 1 oan agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED by and between the parties that the agreement is amended to read as follows: l. Loan Agreement. In the event any term of the loan agreement, entered into by the parties on August 12, 1986, is breached, the City may terminate this lease agreement. 2. All of the terms and conditions in the original Agreement of November 8, 1977, and in the amended Agreement of September 5, 1978, not inconsistent with that stated above, shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first hereinabove set forth. THE CITY OF CHULA VISTA GIRLS CLUB OF CHULA VISTA Mayor of 'Chula Vista Approved as to form by ~ .... -~. -~. q~ ~ ~ -- -City Attorney /m~ ' WPC 0678R