HomeMy WebLinkAbout2009/06/16 Item 7
CITY COUNCIL
AGENDA STATEMENT
~ Uf:.. CIl), OF
'-~CHULA VISTA
6/16/09, Item 7
ITEM TITLE:
RESOLUTION OF THE CITY COlJNCIL OF THE CITY OF
CHULA VISTA ENTERING INTO A PROPERTY USE LICENSE
AGREEMENT WITH VOCATIONAL TRAINING INSTITUTE DBA
PIMA MEDICAL INSTITUTE, IN~~
DIRECTOR OF PUBLIC sYJ'
SUBMITTED BY:
REVIEWED BY:
CITY MANAGE
ASSIST ANT CITY;
4/5THS VOTE: YES D NO l2J
SUMMARY
The PIMA Medical Institute (PIMA) is seeking to partner with the City ofChula Vista to expand
and improve the Animal Care Facility (ACF). The partners will enter into an agreement which
provides that site improvements be made to the City owned vacant lot next to the ACF and that
PIMA co-locate their veterinary training program with the ACF. In exchange for use of City
land and access to the ACF, PIMA will provide animal care services and equipment that would
otherwise fall to the ACF. To assist the City in funding the necessary improvements to the City
owned lot for PIMA Medical Institute staff is recommending appropriating $375,000 from the
2008 Tax Allocation Refunding Bonds for repayment to the City of Chula Vista of the Agency
Loan., If this item is approved, staff will return to Council/Redevelopment Agency for approval
of this appropriation together with a design build contract.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed project for compliance with
the California Environmental Quality Act (CEQA) and has determined that the project qualifies
for a Class 3 categorical exemption pursuant to Section 15303 (c) & (d), New Construction or
Conversion of Small Structures, of the State CEQA Guidelines because the proposed structures
do not exceed 10,000 square feet in floor area and are proposed in a non environmentally
sensitive urbanized area where utilities are readily available to service the needs of the structures
and occupants. Thus, no further environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
7-1
6/16/09, Item~
Page 2 of 2
DISCUSSION
The Animal Care Facility continues to struggle with its limited operating budget. The needs of
animal care services continue to increase in a time when departments are being asked to cut
costs.
The PIl\1A Medicallnstitute (PIl\1A) is seeking to partner with the City of Chula Vista to expand
and improve the Animal Care Facility (ACF). PIl\1A is a private educational organization
dedicated to providing medical training at a reasonable cost to its students. PIl\1A approached
the City to enter into a partnership modeled after their arrangements in Clark County Nevada and
in King County Washington. PIl\1A would co-locate their veterinary school at the ACF and in
return provide animal care including spay and neuter surgeries, x-ray services and general
veterinary care.
The partners will enter into an agreement which provides that site improvements be made to the
vacant City owned lot next to the ACF including a modular building, a pet exercise area,
additional parking, security fencing and lighting, and interior furnishings and equipment at both
the modular building and the existing facility (see Attachment I-Conceptual Site Plan). This
partnership provides a way for the City to improve overall animal care services to the public
while at the same time, provides PIl\1A with a way to enhance the educational experience of their
students.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property holdings
within 500 feet of the boundaries of the property that is the subject of this action.
CURRENT FISCAL IMP ACT
Currently, the Redevelopment Agency has approximately $1.4 million available for the issuance
of the 2008 Tax Allocation Refunding Bonds. Of these funds, $375,000 are recommended for
appropriation towards the payment of the Agency's outstanding City loan to then be used for this
project.
Although this proposal will enable the City to provide more animal care services, there is no new
net impact to the General Fund due to the loan repayment from the Agency. The site
improvements are estimated to be $400,000. In addition, PIl\1A will provide the interior
furnishings and equipment for the surgery and x-ray areas at their cost.
ONGOING FISCAL IMPACT
The proposal is for PIl\1A to split the $400,000 cost with the City. The City will invest an initial
$375,000 while PIl\1A will initially invest $25,000 with annual payments to the City for an
additional $175,000 investment over a 10-year period.
ATTACHMENTS
I. Conceptual Site Plan
2. Property Use License Agreement wi Attachments
Prepared by: Rick Ryals. Real Property Manager, Public Works Dept.
M :\Engineer\AGENDA \CAS2009\06~ 16-G9\PIMA License Agreemen t.doc
7-2
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RESOLUTION NO. 2009-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ENTERING INTO A PROPERTY USE
LICENSE AGREEMENT WITH VOCATIONAL TRAINING
INSTITUTE DBA PINIA MEDICAL INSTITUTE, INC.
WHEREAS, the Chula Vista Animal Care Facility continues to struggle with its
limited operating budget; and
WHEREAS, the needs of animal care services continue to increase in a time when
departments are being asked to cut costs; and
WHEREAS, the PIMA Medical Institute (PIMA) is seeking to partner with the
City of Chula Vista and the Chula Vista Redevelopment Agency (RDA) to expand and
improve the Animal Care Facility (ACF); and
WHEREAS, this partnership provides a way for the City to improve overall
animal care services to the public while at the same time, provides PIMA with a way to
enhance the educational experience of their students; and.
WHEREAS, by contractual agreement, PINIA agrees to reimburse the City for
half of its total costs for tenant improvements ($200,000) which will be repaid over a 10-
year period.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Chula Vista does hereby enter into a Property Use License Agreement with Vocational
Training Institute DBA Pima Medical Institute, Inc.
Presented by
Approved as to form by
~~ i:)z/"u7'1
Bart Mie eld
City Attorney
Richard A. Hopkins
Director of Public Works
7-4
THE ATTACf-IED AGREEJ\1ENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILLBE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~/-?
~
-Ci"Mlesfeld
City Attorney
)>CC:~U7 r
Dated: & . ~ - (77
PROPERTY USE LICENSE AGREEJ\1ENT
BY AND BETWEEN
THE CITY OF CHULA VISTA AND
PIMA J\1EDICAL INSTITUTE
FOR THE USE OF CITY OWNED PROPERTY
LOCATED AT
1171 FOURTH AVENUE, CHULA VISTA
7-5
PROPERTY USE LICENSE AGREEMENT
BY AND BETWEEN
THE CITY OF CHULA VISTA
AND
PIMA MEDICAL INSTITUTE
FOR THE USE OF CITY OWNED REAL PROPERTY
LOCATED AT
1171 FOURTH AVENUE
CHULA VISTA
DATED AS OF
7-6
PIMA License Agreement
CITY OF CHULA VISTA
PROPERTY USE LICENSE AGREEMENT
PIMA MEDICAL INSTITUTE
SECTION PARAGRAPH PAGE
SECTION 1: USES
1.01 Premises 1
1.02 Uses 1
1.03 Reservation of Rights 2
SECTION 2: TERM
2.01 Term 2
2.02 Termination 3
2.03 Surrender of Premises 3
SECTION 3: COMPENSATION
3.01 Compensation for Use of Premises 3
3.02 Utilities 3
SECTION 4: INSURANCE RISKS/SECURITY
4.01 Indemnity 3
4.02 Insurance 4
4.03 Accident Reports 6
SECTION 5: TERMS AND CONDITIONS OF OCCUPANCY
5.01 Form of Agreement 6
5.02 Right to Occupy 6
5.03 Hours of Operation 7
5.04 Taxes 7
PIMA License Agreement
7-7
CITY OF CHULA VISTA
PROPERTY USE LICENSE AGREEMENT
PIMA MEDICAL INSTITUTE
SECTION PARAGRAPH PAGE
SECTION 6: IMPROVEMENTS/AL TERATIONS/REPAIRS
6.01 Construction of Premises 7
6.02 Construction at Animal Shelter 7
603 Acceptance of Premises 7
604 Waste, Damage, or Destruction 7
6.05 Maintenance 8
6.06 I mprovementsl Alterations 9
6.07 Liens 9
6.08 Signs 9
6.09 Ownership of Improvements 9
6.10 Breach by Licensee 9
SECTION 7: GENERAL PROVISIONS
7.01 Notices 9
7.02 City Approval 10
7.03 Nondiscrimination 10
7.04 Equal Opportunity 10
7.05 Entire Agreement 11
7.06 Interpretation of the Agreement 11
7.07 Agreement Modification 11
7.08 Attorney's Fees 11
7.09 Assignment and Subletting-No Encumbrance 11
7.10 Defaults and Termination 11
7.11 Other Regulations 12
7.12 Time is of Essence; Provisions Binding on Successors 12
7.13 Section Heading 12
7.14 Gend erlS ingu la r/PI ural 12
7.15 Non-Liability of Officers 12
7.16 Relationship between City and Licensee 12
7.17 Severance 13
7.18 No Decision 13
7.19 Venue 13
SECTION 8: SIGNATURES
8.01 Signatories 13
ii
PIMA License Agreement
7-8
EXHIBITS
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
iii
CITY OF CHULA VISTA
PROPERTY USE LICENSE AGREEMENT
PIMA MEDICAL INSTITUTE
Sketch of Premises
Payment Schedule
Scope of Veterinary Services
Premises Improvements
Animal Shelter Improvements
PIMA License Agreement
7-9
THIS LICENSE AGREEMENT, hereinafter called "Agreement", dated as of
, solely for identification purposes, is executed between the City of
Chula Vista, a public body corporate and politic, hereinafter called "City", and the Vocational
Training Institutes, Inc DBA PIMA Medical Institute, Inc. a , hereinafter called
"Licensee", to establish terms and conditions of Licensee's use of certain real property owned
by City and to provide terms and conditions of Licensee's occupancy and use of City's property.
The effective date of this Agreement shall be the date this Agreement is approved by the City
("Effective Date").
RECITALS
WHEREAS, City is the legal and equitable owner of that certain vacant real property
located at 1171 Fourth Avenue Chula Vista,California, as more fully described herein below;
and,
WHEREAS, Licensee is the owner and operator of PIMA Medical Institute whose
principle place of business is located at 780 Bay Boulevard, Suite 101 Chula Vista, CA 91910;
and,
WHEREAS, Licensee desires to and has requested permission to use the City's real
property to establish a classroom and lab setting at the Chula Vista Animal Shelter for the
purposes and mutual benefits set forth herein; and,
WHEREAS, City hereby grants to Licensee and Licensee hereby accepts from City a
license to use the City's real property under the terms, covenants, conditions and provisions
contained herein; and
WHEREAS, City hereby acknowledges services provided by Licensee at said real
property as valuable consideration received in return for Licensee's occupation and use of the
City's real property in accordance with the terms, covenants, conditions and provisions set forth
herein below.
AGREEMENT
NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
SECTION 1: USES
1.01 Premises. City hereby permits Licensee to use, in accordance with the terms,
covenants, conditions and provisions hereof, that certain vacant real property located at 1171
Fourth Avenue Chula Vista, County of San Diego, State of California, and more particularly
shown in a sketch thereof marked Exhibit "A" attached hereto and by this reference made part
of this Agreement (the "Premises"). In addition City hereby agrees to permit Licensee access to
and use of City's Animal Shelter Facility for the purposes set forth herein. In return for this
permission, Licensee hereby agrees to act in accordance with and abide by the terms,
covenants, conditions and provisions of this Agreement.
1.02 Uses. It is expressly agreed that the Premises shall be used by Licensee solely
and exclusively for the purpose of establishing a classroom and lab setting for use as a part
of its Veterinary AssistantlTechnician training programs and, as a part of those
1
Pima License Agreement
7-10
programs, obtaining access to shelter animals to gain practical experience with shelter
procedures and to provide veterinary services to shelter animals as set forth herein and for
such other related or incidental purposes as may be first approved in writing by the Chula Vista
City Manager (the "City Manager") and for no other purpose whatsoever.
Additionally, Licensee shall have access to City's Animal Shelter for the following purposes:
1. Access to live shelter animals for the training of student nurses in routine and
basic skills within the guidelines of the Animal Welfare Act and the Institutional
Animal Use Committee per the American Veterinary Medical Association
Committee on Veterinary Tech Education.
2. Access to the shelter surgery unit, anesthesia machines, and oxygen supplies,
when not otherwise used for shelter surgeries, for the purpose of training
students in surgical nursing.
Licensee covenants and agrees to use the Premises only for the above specified purpose and
to diligently pursue said purpose throughout the term hereof. Licensee shall not use or permit
any use of the Premises in any manner that disturbs the City's operation of the Animal Shelter
or the quiet enjoyment of surrounding property owners' use of their property. In the event that
Licensee fails to continuously use the Premises for said purpose, or uses the Premises for
purposes not expressly authorized herein, the Licensee shall be deemed in default under this
Agreement.
1.03 Reservation of RiQhts. City shall not unreasonably or substantially interfere
with Licensee's use of the Premises while Licensee is in possession of the Premises. However,
the City specifically retains the following rights:
a. Subsurface Rights. City hereby reserves all rights, title and interest in any and
all subsurface natural gas, oil, minerals and water on or within the Premises.
b. Easements. City reserves the right to grant and use easements or to establish
and use rights-of-way over, under, along and across the Premises for utilities, thoroughfares, or
access as it deems advisable for the public good.
c. Right to Enter. City has the right to enter the Premises for the purpose of
performing maintenance, inspections, repairs or improvements, or developing municipal
resources and services.
SECTION 2: TERM
2.01 Term. The term of this Agreement shall be for ten (10) years commencing on
the Effective Date of this Agreement. The term of this Agreement may be extended by an
additional five (5) year term upon mutual consent of the parties.
If City for any reason cannot deliver possession of the Premises to Licensee at the
commencement of the term, or if during the term of this Agreement Licensee is dispossessed
for any reason whatsoever, City shall not be liable to Licensee for any loss or damage resulting
therefrom.
2
Pima Uc~nse Agreement
7-11
2.02 Termination. Notwithstanding any other remedies provided by this Agreement,
City has the right, at its sole discretion, to terminate this Agreement upon one hundred-twenty
days (120) days written notice to Licensee. Should City terminate this Agreement for cause as
a result of breach by Licensee, all payments due to City as Set forth in Exhibit "B" "Payment
Schedule" shall be immediately due and payable.
Licensee has the right to terminate this Agreement upon one hundred-twenty days (120) days
written notice to City. Should Licensee terminate this Agreement prior to the expiration date any
and all payments due to City, as set forth in Section 6.01 hereof and the attached Exhibit "B"
shall be immediately due and payable.
2.03 Surrender of Premises. At the expiration or earlier termination of this
Agreement, Licensee shall surrender the Premises to City free and clear of all liens and
encumbrances, except those liens and encumbrances which existed on the date of the
execution of this Agreement by City. The Premises, when surrendered by Licensee, shall be in
a safe and sanitary condition and shall be in as good or better condition as the condition at the
commencement of this Agreement, absent normal wear and tear.
SECTION 3:
COMPENSATION
3.01 Compensation for Use of Premises. Licensee does hereby acknowledge and
agree that providing the services set forth in Exhibit "C" "Scope of Veterinary Services" to the
Chula Vista Animal Shelter, participation in the cost of constructing the necessary improvements
on the Premises, more particularly described in Section 6.01 hereof, maintenance and upkeep
of the Premises, in an attractive, good, neat, and orderly condition by Licensee during the term
of this. Agreement and the construction/installation within the Animal Shelter of those
improvements set forth in Section 6.02 hereof shall be considered material consideration for
City entering into this Agreement. City agrees that these improvements, maintenance and
services are valuable consideration received from Licensee and shall constitute all the property
use payment to be paid by Licensee for its use of the Premises in accordance with the terms,
covenants, conditions and provisions of this Agreement. For convenience only, consideration
as set forth in this Section 3.01 may be referred to as rent.
3.02 Utilities. Licensee agrees to order, obtain, and pay for all Gas and Electric
service and connection charges in connection with the occupation, improvement, maintenance
and upkeep of the Premises. City shall make these services available to the Premises as a part
of the construction set forth in Clause 6.01 hereof. City shall provide and pay for Water Service
to the Premises and all utilities used at the Animal Shelter.
SECTION 4: INSURANCE RISKS/SECURITY
4.01 Indemnity. Licensee hereby indemnifies, defends, and holds the City of Chula
Vista ("City") and its respective directors, officers, employees, officials, volunteers and agents,
harmless from and against any and all liability or claim of liability, loss or expense, including
defense costs and legal fees and claims for damages of any character whatsoever, and any
nature and kind, whether directly or indirectly arising from or connected with an act or omission
of Licensee, or any employee, agent, invitee, contractor, student or volunteer of Licensee, or
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Pima License Agreement
7-12
any other person acting by or on behalf of Licensee on or about the Premises, or in any way
connected with the Licensee's operations under this Agreement or arising from the performance
of this Agreement including, but not limited to, liability, expense, and claims for: bodily injury,
death, personal injury, or property damage; provided, however, that nothing herein shall relieve
any party indemnified hereunder from liability to the extent that such liability arises from such
party's sole and active negligence or willful misconduct. This indemnity shall not require
payment of a claim by City, or any of their respective directors, officers, employees, or agents
as a condition precedent to the City's or City's recovery hereunder. Licensee's obligation to
indemnify hereunder shall not be restricted to insurance proceeds, if any, received by City or
their respective directors, officers, employees, or agents. Negligent or criminal acts by
members of the public at the Premises shall not be deemed to be the liability or responsibility of
City. This indemnity provision section shall sUNive the expiration or cancellation of this
Agreement for five (5) years past the date of expiration or cancellation.
4.02 Insurance. Licensee shall take out and maintain at all times during the term of this
Agreement the following insurance at its sole expense:
a. Licensee shall maintain the following minimum limits:
General Liability Insurance
Commercial General Liability Insurance covering liability of the Licensee with
respect to all operations to be performed and all obligations assumed by the
Licensee under the temns of this Agreement. Coverage for commercial general
liability shall be at least as broad as Insurance SeNices Office Commercial
General Liability Coverage (Occurrence Form CG 0001). Limits shall be no less
than one million dollars ($1,000,000) per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other
fomn with a general aggregate limit is used, either the general aggregate limit
shall apply to the Premises (with the ISO CG 2503, or ISO CG 2504, or insurer's
equivalent endorsement provided to City) or the general aggregate limit shall be
twice the required occurrence limit.
Automobile Liability Insurance
Automotive Liability Insurance covering the liability of Licensee arising out of the
use of all owned, non-owned, and hired vehicles which bear, or are required to
bear, license plates according to the laws of California and which are not covered
under the Licensee's Commercial General Liability insurance. Coverage under
this policy shall have limits of liability of not less than one million dollars
($1,000,000) per occurrence, combined single limit, for bodily injury and property
damage (including loss of use) liability. Coverage shall be at least as broad as
Insurance SeNices Office Automobile Liability Coverage (Form CA 0001),
covering Symbol 1 (any auto).
Workers' Compensation and Employer's Liability Insurance
Workers' Compensation and Employer's Liability Insurance complying with the
requirements of all applicable laws relating to workers' compensation insurance,
covering or insure all of the Licensee's employees working on or about the
4
Pima License Agreement
7-13
'.
Premises. Limits shall be no less than statutory limits per accident for bodily
injury and disease. By his/her signature hereunder, Licensee certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for workers' compensation
or to undertake self-insurance in accordance with the provisions of that code, and
it will comply with such provisions in connection with any work performed on or
about the Premises. Any persons providing services with or on behalf of
Licensee shall be covered by workers' compensation (or qualified self-insurance)
b. All insurance companies affording cover'age to the Licensee shall be required to
add the City of Chula Vista and the City of Chula Vista as "additional insured"
under the insurance policy(s) required in accordance with this Agreement.
Licensee shall furnish (or cause to be furnished) a certificate of insurance
countersigned by an authorized agent of the insurance carrier on a form of the
insurance carrier setting forth the general provisions of the insurance coverage.
This countersigned certificate (and endorsement) shall name the City and the
City, their officers, agents, employees, and authorized volunteers as additional
insured under the policy. Coverage provided hereunder to the City and City as
additional insured by Licensee shall be primary insurance and other insurance
maintained by the City and the City, their officers, agents and/or employees, shall
be excess only and not contributing with insurance provided pursuant this
Section 4.02, and shall contain such provision in the policy(ies), certificate(s)
and/or endorsement(s). The insurance policy or the certificate of insurance shall
contain a waiver of subrogation for the benefit of the City.
C. All insurance companies affording coverage to the Licensee shall be insurance
organizations acceptable to the City, and authorized by the Insurance
Commissioner of the State Department of Insurance to transact business of
insurance in the State of California. Insurance is to be placed with insurers
having a current AM. Best rating of no less than A-, VII or' equivalent or as
otherwise approved by City.
d. All insurance companies affording coverage shall provide thirty (30) days written
notice to the City should the policy be cancelled before the expiration date. For
the purposes of this notice requirement, any material change in the policy prior to
the expiration shall be considered a cancellation.
e. Licensee shall provide evidence of compliance with the insurance requirements
listed above by providing a certificate of insurance, in a form satisfactory to the
General Counsel (City Attorney), concurrently with the submittal of. this
Agreement.
f. Licensee shall provide a substitute certificate of insurance no later than thirty
(30) days prior to the policy expiration date. Failure by the Licensee to provide
such a substitution and extend the policy expiration date shall be considered a
default by Licensee and may subject the Licensee to a termination of this
Agreement.
g. Maintenance of insurance by the Licensee as specified in this Agreement shall in
no way be interpreted as relieving the Licensee of any responsibility whatever
5
Pima LiC!..ense Agreement
7-14.
and the Licensee may carry, at its own expense, such additional insurance as it
deems necessary.
. h. If Licensee fails or refuses to take out and maintain the required insurance, or
fails to provide the proof of coverage, City has the right to obtain the insurance.
Licensee shall reimburse City for the premiums paid with interest at the
maximum allowable legal rate then in effect in California. City shall give notice of
the payment of premiums within thirty (30) days of payment stating the amount
paid, names of the insurer(s), and rate of interest. Said reimbursement and
interest shall be paid by Licensee on the first (1st) day of the month following
the notice of payment by City.
I
i. City, at its discretion, may require the revISion of amounts and coverage at
anytime during the term of this Agreement by giving Licensee sixty (60) days
prior written notice. City's requirements shall be designed to assure protection
from and against the kind and extent of risk existing on the Premises. Licensee
also agrees to obtain any additional insurance required by City for new
improvements, in order to meet the requirements of this Agreement.
j. Notwithstanding the preceding provisions of this Section 4.02, any failure or
refusal by Licensee to take out or maintain insurance as required in this
Agreement, or failure to provide the proof of insurance, shall be deemed a default
under this Agreement and in such event, City may terminate this Agreement
upon three (3) days written notice to Licensee. For the purposes of this
Agreement, the condition to provide the insurance coverage required under this
Section 4.02 may be considered rent.
4.03 Accident Reports. Licensee shall promptly report to City any accident causing
any property damage or any serious injury to persons on or about the Premises. This report
shall contain the names and addresses of the parties involved, a statement of the
circumstances, the date and hour, the names and addresses of any witnesses and other
pertinent information. This report shall be promptly provided to the Chula Vista City Attorney's
Office when completed.
SECTION 5: TERMS AND CONDITIONS OF OCCUPANCY
5.01 Form of AQreement. This Agreement is a license granting conditional
permission to use and occupy real property, as a tenancy or other estate at will, and is not a
lease and shall not be construed as such. Except to the extent otherwise required by law, the
provisions of the California Civil Code relating to the lease of real property shall not apply to this
Agreement. Licensee's interest in the Premises shall not ripen in to a leasehold or fee interest.
5.02 RiQht to OCCUpy. Licensee's right to occupy the Premises may be terminated
by City at any time if Licensee fails to satisfactorily perform the improvement, maintenance, and
upkeep duties or responsibilities of Licensee set forth hereunder. City reserves. the right to
terminate this Agreement as may be provided for elsewhere herein. .
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Pima License Agreement
7-15
5.03 Hours of Operation.
A. Premises. Permissible hours of operation for the Premises shall be
Monday through Friday 7:00 AM to 10:30 PM.
B. Animal Shelter. Access to the Animal Shelter shall be permitted during
normal Shelter operating hours. After hours access shall be by permitted with
prior approval of the Animal Shelter Manager.
5.04 Taxes. Licensee shall pay, before delinquency, all taxes, assessments, and fees
assessed or levied upon Licensee or the Premises, including the land, any buildings, structures,
machines, equipment, appliances, or other improvements or property of any nature whatsoever
erected, installed, or maintained by Licensee or levied by reason of the business or other
Licensee activities related to the Premises, including any licenses or permits.
Licensee recognizes and agrees that this Agreement may create a possessory interest subject
to property taxation, and that Licensee may be subject to the payment of taxes levied on such
interest, and that Licensee shall pay all such possessory interest taxes prior to their
delinquency.
SECTION 6:
IMPROVEMENTS/AL TERA TIONS/REPAIRS
6.01 Construction of Premises. It is agreed by the parties hereto that City shall
retain a contractor to design and construct all improvements on the Premises as shown on the
attached Exhibit "0". Additionally, City shall provide and install on-site a 32 foot by 60 foot
modular building for use by Licensee as a classroom and laboratory (classroom). Licensee
shall be responsible for all needed modifications, upgrades, repairs and tenant improvements to
the classroom. Licensee agrees to compensate City in the amount of $200,000 for the
construction on premises in accordance with Payment Schedule as set forth in the attached
Exhibit "B".
6.02 Construction at Animal Shelter. Licensee shall be responsible for the
construction and/or installation of those improvements within the Animal Shelter more
particularly described in the attached Exhibit "E". The ownership of these improvements is as
set forth in said exhibit.
6.03 Acceptance of Premises. The Premises is being offered to Licensee in an As-
Is and Where-Is condition without warranty, expressed or implied. Licensee represents and
warrants that it has independently inspected the Premises and made all tests, investigations,
and observations necessary to satisfy itself of the condition of the Premises and all
improvement appurtenant thereto. Licensee acknowledges it is relying solely on such
independent inspection, tests, investigations, and observations in making this Agreement.
Licensee further acknowledges that the Premises are in the condition called for by this
Agreement, and that Licensee does not hold City responsible for any defects in the Premises.
6.04 Waste. DamaQe, or Destruction. Licensee shall give notice to City of any fire or
other damage that occurs on the Premises within forty-eight (48) hours of such fire or damage.
Licensee shall not commit or suffer to be committed' any waste or injury or any public or private
nuisance and the Licensee shall keep the Premises, adjoining sidewalks, and other public
7
Pima License Agreement
7-16.
areas, clean and clear of refuse and obstructions, and to dispose of all garbage, trash, and
rubbish in a manner satisfactory to City. If the Premises shall be damaged by any cause which
puts the Premises into a condition which is not decent, safe, healthy and sanitary, Licensee
agrees to make or cause to be made full repair of said damage and to restore the Premises to
the condition which existed prior to said damage; or, at City's option, and upon receipt of written
demand thereof, Licensee agrees to clear and remove from the Premises all debris resulting
from said damage and repair the Premises in accordance with plans and specifications
previously submitted to City and approved in writing in order to replace in kind and scope the
improvements which existed prior to such damage. Licensee shall be responsible for all costs
incurred in the repair and restoration, or rebuilding of the Premises. City makes no guarantee
nor does it agree to make any repairs at Licensee's request.
In case the Premises are damaged or destroyed by fire or other casualty, or the Premises are
damaged or destroyed so as to make Premises unsafe, unsanitary or unhealthy for use, City
may elect to terminate this Agreement and will provide thirty (30) days notice of termination in
the event of fire damage or destruction.
Licensee shall not cause or permit any hazardous material to be used, stored, transported,
generated, or disposed in or about the Premises by Licensee, Licensee's agents, employees,
contractors, licensees, or invitees. 'Hazardous Material" means any hazardous, toxic, or
infectious substance, material, or waste which is or becomes regulated by any local
governmental entity, the State of California, or the United States government under any law,
regulation or ordinance.
6.05 Maintenance. Licensee agrees to assume full responsibility and cost for the
operation and maintenance of the Premises throughout the term of this Agreement. Licensee
will make customary and usual maintenance necessary to maintain and preserve the Premises,
all improvements, including fencing, adjoining sidewalks, and other public areas, in a decent,
safe, healthy, and sanitary condition satisfactory to City and in compliance with all applicable
laws. Licensee shall remove and lawfully and properly dispose of all garbage, litter, trash,
debris, and rubbish from or about the Premises, adjoining sidewalks, and other public areas, on
a daily basis. All components of the fencing, including but hot limited to posts and rails, shall be
mended/replaced on an as-needed, when-needed basis, using material of similar type and style.
Licensee shall maintain surface on the Premises in a good, neat and orderly manner. Weeds,
tree or shrub branches, leaves, twigs, and other similar debris shall be removed from the
Premises as needed to maintain a neat appearance at all times. Licensee shall provide access
control to the Premises to prevent access and parking of unauthorized vehicles. All
maintenance and other Licensee duties set forth herein shall, during the term hereof, be done at
Licensee's sole cost and expense and City shall not be called upon for any outlay or expense
related thereto.
If at any time during the term of this Agreement, City reasonably determines that the Premises
are not in a decent, safe, healthy, and sanitary condition, City may, at its sole discretion and
option, terminate this Agreement upon written notice to Licensee and regain possession of the
Premises from Licensee. In the event of such termination, or if City elects not to terminate, City
may, upon written notice to Licensee, have any necessary maintenance work done in order to
place the Premises back to a decent, safe, healthy, and sanitary condition at the expense of
Licensee. In such event, City shall provide Licensee written notice and itemized billing showing
the work performed and Licensee shall make payment to City no later than thirty (30) days
after receipt of said notice and billing. The rights reserved in this Section shall not create any
8
Pima License Agreement
7-17
obligations on City or increase obligations elsewhere in this Agreement imposed on City. The
provisions of this Section shall survive the expiration or earlier termination of this Agreement.
6.06 Improvements/Alterations. No improvements, structures, or installations except
as provided for herein, shall be constructed on the Premises, and the Premises may not be
altered by Licensee without prior written approval by City. This provision shall not relieve
Licensee of any obligation under this Agreement to maintain the Premises in a decent, safe,
healthy, and sanitary condition, including structural repair and restoration of damaged or worn
improvements. City shall not be called upon to, or be obligated by this Agreement to make or
assume any expense for any existing improvements, repairs or alterations.
6.07 Liens. Licensee shall not, directly or indirectly, create, incur, assume or suffer to
exist any mortgage, pledge, lien, charge, encumbrance, or claim on or with respect to all or any
portion of the Premises without the prior written consent of the City Manager. Licensee shall
promptly, at its own expense, take such action as may be necessary to duly discharge or
remove any such mortgage, pledge, lien, charge, encumbrance or claim on or with respect to all
or any portion of the Premises for which Licensee does not have the prior written consent of the
City Manager.
6.08 Siqns. Licensee shall not erect or display any banners, pennants, flags, posters,
signs, ,decorations, marquees, awnings, or similar devices or advertising on or about the
Premises without the prior written consent of City. If any such unauthorized item is found on the
Premises, Licensee shall remove the item at .its expense within twenty-four (24) hours of
written notice thereof by City, or City may thereupon remove the item at Licensee's cost.
6.09 Ownership of Improvements. Except as noted herein, any and all
improvements, structures, and installations or additions to the Premises now existing or
constructed on the Premises by Licensee shall at Agreement expiration or termin'ation be
deemed to be part of the Premises and shall become, at City's option, City's property, free of all
liens and claims except as otherwise provided in this Agreement.
6.10 Breach bv Licensee. Licensee's refusal or failure to meet its obligations under
this Section 6 shall be deemed a breach of this Agreement, and in such event, City may
terminate this Agreement pursuant to the provision of Section 7,10 or elsewhere herein.
SECTION 7: GENERAL PROVISIONS
7.01 Notices. All notices, demands, requests, consents or other communications
which this Agreement contemplates or authorizes, or requires or permits either party to give to
the other, shall be in writing and shall be personally delivered or mailed, postage prepaid, to the
respective party as follows:
To City:
To Licensee:
City of Chula Vista
City Manager
276 Fourth Avenue
Chula Vista, CA 91910
PIMA Medical Institute
Mr. James Volpe, Director
780 Bay Boulevard, Suite 101
Chula Vista, CA 91910
9
Pima License Agreement
7-18
With Copy to:
City of Chula Vista
Department of Public Works/ Engineering
276 Fourth Avenue
Chula Vista, CA 91910
Attention: Rick Ryals, Real Property Manager
Either party may change its address by notice to the other party as provided herein.
Communications shall be deemed to have been given and received on the first to occur of: (i)
actual receipt at the offices of the party to whom the communication is to be sent, as designated
above, or (ii) three working days following the deposit in the United States Mail of certified mail,
postage prepaid, return receipt requested, addressed to the offices of the party to whom the
communication is to be sent, as designated above, or (iii) actual receipt if made by recognized
reliable currier service who maintains a receipt of delivery.
7.02 City Approval. The City Manager shall be the City's authorized representative in
the interpretation and enforcement of all work performed in connection with this Agreement.
The City Manager may delegate authority in connection with this Agreement to the City
Manager's designee(s). For the purposes of directing Licensee in accordance with this
Agreement, which does not result in a change to this Agreement, the City Manager delegates
authority to the Real Property Manager and/or the Director of Public Works/Engineering. For
the purposes of interpretation of and/or changes to this agreement, the City Manager delegates
authority to the City Attorney.
7.03 Nondiscrimination. Licensee agrees not to discriminate in any manner against
or segregation of any person or persons, on account of race, color, religion, sex, familiar status,
national origin, ancestry, age, disability or sexual orientation in the use, occupancy, tenure or
enjoyment of the Premises, nor shall Licensee itself, or any person claiming under or through it,
establish or permit such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of the Premises.
7.04 Equal Opportunity. Licensee shall assure applicants are employed and that
employees are treated during employment without regard to race, familial status, color, religion,
sex or national origin. Licensee hereby certify to City that Licensee is in compliance and
throughout the term of this Agreement will comply with Title VII of the Civil Rights Act of 1964,
as amended, the California Fair Employment Practices Act, and any other applicable Federal,
State and Local law, regulation and policy (including without limitation those adopted by City)
related to equal employment opportunity and affirmative action programs, including any such
law, regulation, and policy hereinafter enacted.
a. Compliance and performance by Licensee of the equal employment opportunity
and affirmative action program provision of this Agreement is an express condition hereof and
any failure by Licensee to so comply and perform shall be a default of this Agreement and City
may exercise any right as provided herein and as otherwise provided by law.
10
Pima Liceri~e Agreement
7-19
7.05 Entire Aqreement. This Agreement comprises the entire integrated
understanding between City and Licensee concerning the use and occupation of the Premises
and supersedes all prior negotiations, representations, or agreements. Each party has relied on
its own examination of the Premises, advice from its own attorneys, and the warranties,
representations, and covenants of the Agreement itself.
7.06 Interpretation of the Aqreement. The interpretation, validity and enforcement
of the Agreement shall be governed by and construed under the laws of the State of California.
The Agreement does not limit any other rights or remedies available to City.
a. The Licensee shall be responsible for complying with all Local, State, and
Federal laws whether or not said laws are expressly stated or referred to herein.
b. Should any provision herein be found or deemed to be invalid, the Agreement
shall be construed as not containing such provision, and all other provisions which are
otherwise lawful shall remain in full force and effect, and to this end the provisions of this
Agreement are severable.
c. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
7.07 Aqreement Modification. This Agreement may not be modified orally or in any
manner other than by an agreement in writing signed by the parties hereto.
7.08 Attorney's Fees. In the event a suit is commenced by City against Licensee to
enforce payment of amounts due, or to enforce any of the terms and conditions hereof, or in
case City shall commence summary action under the laws of the State of California relating to
the unlawful detention of Premises, for forfeit of this Agreement, and the possession of the
Premises, provided City effects a recovery, Licensee shall pay City all reasonable costs
expended in any action, together with a reasonable attorney's fee to be fixed by the court.
Venue for any such suit or action shall be California Superior Court, San Diego County, South
County Branch.
7.09 Assiqnment and Sublettinq-No Encumbrance. This Agreement and any
portion thereof shall not be assigned, transferred, or sublet, nor shall any of the Licensee's
duties be delegated, without the express written consent of City. Any attempt to assign or
delegate this Agreement without the express written consent of City shall be void and of no
force or effect. A consent by City to one assignment, transfer, sublease, or delegation shall not
be deemed to be a consent to any subsequent assignment, transfer, sublease, or delegation.
7.10 Defaults and Termination. If City has a good faith belief that Licensee is not complying
with the terms of this Agreement, City shall give written notice of the default (with reasonable
specifiCity) to Licensee and demand the default to be cured within fifteen (15) days of the
notice. If Licensee is actually in default of this Agreement and fails to cure the default within
fifteen (15) days of the notice, or, if more than fifteen (15) days are reasonably required to
cure the default and Licensee fails to give adequate assurance of due performance within ten
(10) days of the notice, City may terminate this Agreement upon written notice to Licensee
Should City terminate this Agreement under this provision, all payments due to City as Set forth
in Exhibit "8" "Payment Schedule" shall be immediately due and payable.
11
Pima Li~nse Agreement
7-20
City may also terminate this Agreement upon written notice to Licensee in the event that:
a. Licensee has previously been notified by City of Licensee's default under this
Agreement and Licensee, after beginning to cure the default, fails to diligently pursue the cure of
the default to completion; or.
b. Licensee shall voluntarily file or have involuntarily filed against it any petition under
any bankruptcy or insolvency act or law; or
c. Licensee shall be adjudicated a bankruptcy; or
d. Licensee shall make a general assignment for the benefit of creditors.
Upon termination, City may immediately enter and take possession of the Premises.
7.11 Other Requlations. All use of the Premises by Licensee under this Agreement
shall be in accordance with the laws of the United States of America, the State of California, the
County of San Diego, and in accordance with all applicative rules and regulations and
ordinances of the City of Chula Vista now in force, or hereinafter prescribed or promulgated by
resolution or ordinance or,by Local, State or Federal law.
7.12 Time is of Essence: Provisions Bindinq on Successors. Time is of the
essence of all of the terms, covenants and conditions of this Agreement and, except as
otherwise provided herein, all of the terms, covenants and conditions of this Agreement shall
apply to, benefit and bind the successors and assigns of the respective parties, jointly and
individually.
7.13 . Section Headinqs. The Table of Contents and the section headings contained
herein are for convenience in reference and are not intended to define or limit the scope of any
provision thereof. .
7.14 GenderlSinqular/Plural. The neuter gender includes the feminine and
masculine, the masculine includes the feminine and neuter, and the feminine includes the
masculine and neuter, and each includes corporation, partnership, or other legal entity when the
context so requires. The singular number includes the plural whenever the context so requires.
7.15 Non-liability of Officials. No member, official or employee of the City shall be
personally liable to Licensee, its assigns or successors in interest, in the event of any default or
breach by the City, for any amount which may become due to Licensee it's assigns or
successors, or in any obligations under the terms of this Agreement. .
7.16 Relationship between City and Licensee. It is hereby acknowledged that the
relationship between City and Licensee is that of landowner and tenant at will and not that of a
partnership or joint venture and that City and Licensee shall not be deemed or construed for any
purpose to be the agent of the other. Accordingly, except as expressly provided herein, the City
shall have no duties or obligations with respect to the improvement, maintenance or upkeep of
the Premises.
12
Pima Lis:ense Agreement
7-21
7.17 Severance. If any party of this Agreement is invalid by reason of law or
governmental regulation, or if any provisions are waived by the City, the remaining portions of
this Agreement shall remain in full force and effect.
7.18 No Decision. Nothing contained in this Agreement shall be deemed a gift or
dedication of any portion of the Premises to or for the general public or for any public purpose
whatsoever. This Agreement shall be strictly limited to and for the purposes expressed within.
7.19 Venue. If any action at law or in equity is brought to enforce or interpret the
provisions of this Agreement, any litigation concerning this Agreement shall be initiated in the
Superior Court of San Diego County, South County Branch.
REMAINDER OF PAGE LEFT BLANK INTENTlONALL Y
[Signatures on Following Page]
13
Pima U~nse Ag reement
7-22
SECTION 8: SIGNATURES
8.01 SiQnatories. The individuals executing this Agreement represent and warrant
that they have the right, power, legal capacity and authority to enter into and to execute this
Agreement on behalf of the respective legal entities of the Licensee and the City.
IN WITNESS WHEREOF the parties hereto for themselves, their heirs, executors,
administrators, successors, and assigns do hereby agree to the full performance of the
covenants herein contained and have caused this Property Use Agreement to be executed as
of, but not necessarily on, the Effective Date by setting hereunto their signatures herein below.
CITY:
By:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
By:
LICENSEE:
By:
Dated:
NOTARY ACKNOWLEDGMENTS OF LICENSEE'S SIGNATURE(S) MUST BE ATTACHED
14
Pima Uc~nse Agreement
7-23
EXHIBIT" A"
PIMA Use Area
7-24
Exhibit B
Payment Schedule
$200,000
,2009
For value received, the receipt and sufficiency of which are hereby acknowledged, Vocational
Training Institutes, Inc. dba Pima Medical Institute, Inc. ("Maker") promises to pay to the order of the
City of Chula Vista ("Holder") the principal amount of $200,000. Except as stated below, this amount
will be paid without interest. Payment of principal will be made in six equal annual installments in the
amount of $25,000 each, with the ftrst such installment due July 1,2009 and subsequent installments due
on the same date in each year thereafter, with annual payments of$25,000 until July 1, 2014 and
following with annual payments of$IO,OOO until 2019.
Payments will be made to Holder at 276 Fourth Avenue Chula Vista, Ca. 91910 or such other
place as Holder may from time to time designate.
In the event any payment is not made within ten days following its due date, Maker will be
obligated to Holder for a late payment charge in the amount of 5% of the past due installment. Late
payment charges are due immediately upon accrual. Prepayment may be made in whole or in part at any
time without penalty.
In the event any payment is not made within ten days following its due date, Holder may, upon
ten days written notice to Maker, during which ten days Maker may cure its default, declare the entire
unpaid balance of principal, and any accrued but unpaid late payment charges, to be immediately owing
in full ("Acceleration"). In the event of Acceleration, interest shall accrue on all unpaid amounts at the
rate of 10% per annum from the date of Acceleration through the date payment in full has been received
by Holder.
In the event Maker ceases to occupy the Chula Vista Animal Care Facility ("Shelter") operated
by Holder at 1171 Forth Avenue, Chula Vista, Ca. 91910, the entire unpaid principal balance ofthis note,
and any accrued but unpaid late payment charges, shall be immediately owing in full and shall bear
interest at the rate of 10% per annum from the date occupancy ceases through the date payment in full has
been received by Holder.
This note is unsecured.
Maker agrees to pay all costs of collection reasonably incurred by Holder, including attorney's
fees.
Maker:
Vocational Training Institutes, Inc.
dba Pima Medical Institute, Inc.
by
President
7-25
EXHIBIT "e"
Scope of Veterinary Services
The PIMA Medical Institute (PIMA) will provide or make available to the City of Chula
Vista (City) the following services:
1.. Access to and use of radiography equipment including the taking of radiographs
of shelter animals during medical evaluation and treatment.
2. Access to and use of Blood Analyzer including the drawing and processing of
blood samples (CBC panels, General Chemistry panels, routine PCV).
3. Access to and use of Microbiology testing including the sampling of wound and
topical samples to test for the presence of dermatophytes and viral and bacterial
antigens. Results to be verified by supervising instructor or lab manager and
returned to shelter DVMs.
4. Access to and use of Fecal and Urine analysis materials to test for the preserice
of endoparasites and urine abnormalities, as well as ectoparasites.
5. Access to and use of Ophthalmoscope and Tonometer equipment for basic and
routine evaluation of optic senses.
6. Access to and use of Dental scaling and polishing equipment including the
completion of dental prophylaxis on shelter animals by student nurses during the
dental course, and under the direct supervision of PMI staff DVMs.
7. Access to use the PMI classroom occasionally for a meeting, provided that such
use is pre-scheduled and does not interfere with PMI class schedules.
8. Student nurses to complete a specified number of hours at the shelter performing
duties relevant to the veterinary coursework externship.
9. As scheduling permits, student nurses to participate in various shelter activities
aiding in the care and adoption of animals.
10. As scheduling permits, and in the best interest of City, use of PMI staff DVMs to
perform surgical altering of shelter animals during surgical nursing coursework.
11. Other services of basic and routine veterinary nature, as scheduling allows, and
within the scope of the educational process. Commercial treatment of animals
outside the scope of the City animal care and control program and the PMI
educational program is not permitted.
12. The administration of the student educational program and general supervision of
instruction shall be the responsibility of and under the supervision and direction
of PMI.
7-26
Page 1 of2
13. While on City property, PMI staff and externs shall, at all time, abide by all
Bylaws, policies, rules and regulations of City and veterinary clinical staff. In
providing services under this Agreement, PMI shall comply with applicable
federal, state and municipal laws and regulations and the standards of the
California State Board of Veterinary Governors.
7-27
Page 2 of2
Exhibit "D"
Premises Improvements
WORK TO BE DONE
The general scope of the project is to prepare design drawings and develop a vacant
site for the relocation of two (2) City of Chula Vista owned trailers, all grading necessary,
asphalt paving for parking with striping for ADA and 17 parking stalls, landscape and
irrigation as required, an electrical meter and power to the trailers from a SDG&E
location, telephone conduits, water lateral from the main located in the street, permanent
security fencing, 2 parking lot lights, sidewalk tie in, moving 'and setup of the trailers, A
fenced off area at the back of the lot will be used for exercising of the animals.
The work to be done includes all labor, material, equipment, transportation, project
accounting, supervision, scheduling, meeting notes, submittals, RFI's and daily reports
necessary for the project as shown on the drawings and described in these documents.
The completed project will be turn-key and work in general includes, but is not limited to
the following: an all new installation as outlined in, but not limited to the plans attached
below. The relocation and installation of the new equipment! trailers, which will include
protection and restoration of existing building components and installation of all
appurtenances and other work as may be necessary to render the improvements
finished and workable when the project is considered complete, with the exception of
interior improvements ( TI's ).
7-28
Exhibit E
Animal Shelter Improvements and Ownership
Item Nbr Description Qty Price Total Ownershio
078561912 Flat Top Electric Heated Sur(lery Table 1 $2,480 $2,480 Citv
078479430 Stainless Steel Tub Table 1 $2,063 $2,063 ciiV
078565748 Sur(lical Lights - single ceiling 1 $2,457 $2,457 Citv
078008317 VMS plus anesthesia machine 1 $2,702 $2,702 ??
078323654 T ech-3 Vaporizer Osoflurane 1 $1,119 $1,119 ??
078351529 Surgi-Vet Monitor V9204 1 $7,280 $7,280 Licensee
TBD Cart for Surgi-Vet Monitor 1 $600 $600 Licensee
078335349 M11 Autoclave 1 $4,838 $4,838 Licensee
TBD Fuji Digital Xray System 1 $36,000 $36,000 Licensee
l::iedecal vetennary Xray ::iystem
078481785 (Reconditioned, Generator)" 1 $15,000 $15,000 Licensee
Grand Total: $74,539
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