CITY OF SIMI VALLEY
MEMORANDUM
N
ovember 18, 2024
T
O: City Council
F
ROM: Office of the City Manager
S
UBJECT: APPROVE LICENSE AGREEMENT WITH THE SOUTHEAST VENTURA COUNTY YMCA TO UTILIZE 1.22 ACRES OF CITY-OWNED PROPERTY (APN: 633 -0-170-105) LOCATED ON GALENA AVENUE,
APPROXIMATELY 250 FEET SOUTH OF COCHRAN STREET, FOR THE
EXPANSION OF THE SIMI VALLEY FAMILY YMCA
STAFF RECOMMENDATION
A
pprove the License Agreement with the Southeast Ventura County YMCA to utilize 1.22 acres of City-owned property located on Galena Avenue, approximately 250 feet south of Cochran Street, for the expansion of the Simi Valley Family YMCA and authorize the Mayor, or his designee, to execute all documents related to the agreement
BACKGROUND AND OVERVIEW
I
n 1989, the City acquired a 1.22 -acre property located on Galena Avenue, approximately 250 feet south of Cochran Street. At the time of the acquisition, the City had no plans to develop the subject property (City Property) and has since held the property for future use. Adjacent to the subject property, the City operated the Simi Valley Police Facility , and the County of Ventura operated a Courthouse facility. In 1995, the City was part of a three-party transaction to transfer the Police Facility/Courthouse property to the Southeast Ventura County YMCA (YMCA). The Police Facility/Courthouse property was eventually transferred to the YMCA in 1996, and the YMCA subsequently constructed a 23,700-square-foot facility.
D
iscussions between the City and the YMCA have occurred over the past several years about the future of the City Property, and the YMCA has expressed interest in utilizing the City Property to provide additional amenities and services needed in the community. On June 24, 2024, the City Council approved a non- binding Letter of Intent with the YMCA, authorizing staff to draft a License Agreement allowing the YMCA to construct improvements and expand the Simi Valley Family YMCA. Staff has prepared the License Agreement and is seeking City Council approval to execute the agreement.
AGENDA ITEM NO.
8A
FINDINGS AND ALTERNATIVES
Historical Background
In 1989, the owner of the 1.22-acre property approached the City regarding a potential sale of the property. Reaching an agreement on the purchase price, the City acquired the property in May 1989 for $625,000. The property was acquired without any particular future use or development except to increase the City’s options for short -term and long- term use of the government facilities. After the acquisition, the property was used as overflow parking for the Simi Valley Police Department and the Ventura County Courthouse, both formerly located at the current Simi Valley Family YMCA site on Cochran Street.
The City Property, outlined in red below, is adjacent to the existing Simi Valley Family YMCA.
Due to increasing use and the inadequate size of the Courthouse, the County proposed a new courthouse to be located at the Simi Valley Civic Center. To facilitate the construction of a new East County Courthouse, in March 1988, the City and the County exchanged properties, the City receiving the Courthouse property located on Cochran Street adjacent to the Police Facility and the County receiving 5.77 vacant acres at the Civic Center site. Subsequently, the Cochran Street C ourthouse was closed in 1991, relocating courthouse services to the new Civic Center Courthouse. As a result of the 1994 Northridge Earthquake and the resulting damage to the Simi Valley Police Facility, a new Police Facility was constructed at the Simi Valley Civic Center and opened in 1998.
2 The Cochran Street property where the Police Station and City Hall were located was donated to the City for government purposes by the Larwin Company (Larwin), a residential housing developer active in Simi Valley. Although the land was donated, the land carried a deed restriction noting that should the property cease to be used for public purposes, the property would revert back to Larwin. With the Police, City, and Court services relocated to the Simi Valley Civic Center , the City and the Larwin entered into an agreement with the YMCA to transfer t he former Courthouse and Police facility properties (both owned by the City) to the YMCA. To effectuate the transfer, the City quit- claimed the land to Larwin , who subsequently donated the land to the YMCA. This property now serves as the existing site of the Simi Valley Family YMCA
Southeast Ventura County YMCA
The YMCA has been providing services to the Simi Valley community since 1984. Today, the Simi Valley Family YMCA site includes a 23,700 square-foot facility that houses various activities and programs for the community , including a pool, health and fitness centers, rooms accommodating youth and teen programs, after -school care, an outdoor recreation area, and a game room. On an annual basis, the YMCA provides services to over 3,000 unique clients and has a history of establishing partnerships with medical and non-profit providers in the community to use their Simi Valley facility.
The current Simi Valley Family YMCA facility was intended to be the first of a three-phase complex. The YMCA is currently proposing Phase II of the complex and they have submitted a Development Permit application presently being reviewed by the City. The second phase plan includes a gymnasium, building expansions to accommodate flexible space and food preparation, outdoor activity areas, and additional parking. The YMCA is anticipating approval of the Phase II plan in Q2 2025, with fundraising to occur shortly thereafter. With the proposed expansion, the expanded facility is expected to provide services to over 8,000 unique persons annually, with most of the services aimed at serving the community’s youth population.
Overview of License Agreement
Due to limited growth on its current property, the YMCA is proposing a partnership with the City to use the City Property. In exchange for a license to utilize this property, and based on an evaluation of community needs in Simi Valley, the YMCA has developed a phased plan that will include new amenities for Phase III. These potential new amenities have been discussed with City staff and are as follows:
• Meeting Space: T he YMCA proposes a 5,000- square-foot space, including a catering kitchen and food preparation area, to address the community's need for additional conference and meeting space. The meeting space would be available for rental use by the community for events, meetings, conferences, and private parties.
3 • Health and Wellness Services: In partnership with medical providers, including current interest from Adventist Health Simi Valley, the creation of 2,000 square feet of space available for use by medical personnel for physical therapy, mental health counseling and assistance, and other health and wellness-related services.
• Youth and Adult Enrichment: To address the growing need for additional support for students who may be struggling in their studies, the development of a 3,000- square-foot space dedicated to educational enrichment services for both youth and adults. This facility will offer various programs, including tutoring for K-12 students residing in Simi Valley, aimed at helping them catch up and thrive in their educational pursuits.
• Mixed-Use Development: To address the need for additional workforce housing in the community, the potential development of approximately 50,000 square feet is proposed. This space will have mixed uses, including commercial areas on the first floor and rental housing on the upper floors. Conceptually, the income generated from the housing could help fund the implementation of the other components mentioned above.
• Additional Parking: A parking lot and necessary landscaping and lighting will support the above amenities. This addition will enhance the area's aesthetic appeal and improve safety and accessibility. Adding and potentially relocating existing parking spaces can free up valuable space on the current site, allowing for Phase II and III development.
Under the License Agreement, the City is proposing licensing the City property to the YMCA in exchange for the proposed amenities and additional services mentioned above.
The term of the License Agreement is for 50 years with an annual license fee of one dollar. However, the City will have the right to terminate the license at any time by providing written notice of termination to the other party.
In licensing the YMCA’s use of the City Property, the city’s residents would receive valuable services for all age ranges, provide needed workforce housing, and provide much-needed meeting and event space. To ensure the City and its residents are receiving at least equal value from the YMCA amenities and services, the City will commission an appraisal of the City Property. The property appraisal will be completed before site plan approval or the issuance of any permits tied to the site's development , including, but not limited to, grading, landscaping, or building permits.
The following alternatives are available to the City Council:
1. A uthorize the Mayor, or his designee, to execute a License Agreement with the Southeast Ventura County YMCA for the use of City property (APN: 633-0- 170- 105);
4 2. Modify the agreement and authorize the Mayor, or his designee, to execute the modified License Agreement with the Southeast Ventura County YMCA for the use of City property (APN: 633-0-170-105);
3. Provide staff with further direction.
Staff recommends Alternative No. 1.
SUGGESTED CITY COUNCIL MOTION
I move to approve the License Agreement with the Southeast Ventura County YMCA regarding the potential licensing of City property (APN: 633-0-170-105) and authorize the Mayor, or his designee, to execute any documents related to the agreement.
SUMMARY
In 1989, the City acquired a 1.22-acre site (APN: 633 -0-170-105) located on Galena Avenue, approximately 250 south of Cochran Street. Adjacent to the City Property , the Southeast Ventura County YMCA operates a 23,700 square-foot facility that houses various activities and programs for the community, including a pool, health and fitness center, rooms accommodating youth and teen programs, after -school care, and a game room. The YMCA is proposing several expansions to its facility; one would require using the City’s 1.22-acre property. The proposed expansion of the Simi Valley Family YMCA would provide the community with additional amenities and services. The City has prepared a License Agreement allowing the YMCA to utilize the City Property in exchange for delivering said amenities and services . Staff recommends that the City Council approve the License Agreement with the YMCA.
____________________________________
Luis Garibay
Assistant City Manager
Prepared by: Luis Garibay, Assistant City Manager
INDEX Page
License Agreement .......................................................................... 6 5
LICENSE AGREEMENT
This License Agreement ( “Agreement”) is made as of ____________, 20__ ( “Effective Date”) by and between the CITY OF SIMI VALLEY , a California municipal corporation (“Owner”), and the SOUTHEAST VENTURA COUNTY YMCA, a California nonprofit corporation (“ Licensee”). Owner and Licensee are at times referred to herein individually as “Party” and collectively as “Parties.”
RECITALS:
A. Owner owns that certain real property consisting of approximately 1.22 acres located on the east side of Galena Avenue, approximately 250 feet south of Cochran Street in the City of Simi Valley, County of Ventura, State of California, and carries Assessor’s Parcel Number 633-0-170-105 (“Property”).
B. Licensee operates the Simi Valley Family YMCA (“ Center”), adjacent to the Property, at which the Licensee conducts and will conduct a variety of healthy living, youth development, and social responsibility activities.
C. Licensee has requested the right to use the entirety of the Property consisting of an unimproved parcel (“Licensed Area”) as described and depicted on Exhibit A, attached hereto and incorporated herein by this reference.
D. Owner recognizes that the Center ’s operation and the activities held there are beneficial to the City of Simi Valley community as a whole.
E. For good and valuable consideration, receipt of which is acknowledged hereby, Owner is willing to permit Licensee to use the Licensed Area pursuant to the terms and conditions set forth in this Agreement, and in recognition of the beneficial work performed at the Center.
AGREEMENT:
1. Recitals. The recitals set forth above are true and correct, and are incorporated by this reference herein as a substantive part of this Agreement.
2. Grant of License. Owner grants to Licensee a license ( “License”) to use the Licensed Area for the permitted uses specified in Section 3 during the Term.
3. Uses. Licensee shall have the exclusive right to use the Licensed Area solely for purposes set forth in Exhibit B, attached hereto and incorporated herein by this reference, and for no other purpose. Without limiting the foregoing, Licensee agrees not to use or permit use of the Licensed Area for any unlawful purpose, and not to commit or permit any waste or nuisance in or about the Licensed Area. L icensee will not use the Licensed Area in a manner that increases the risk of fire, cost of fire insurance or improvements thereon.
4. Term. The term of this Agreement ( “Term”) shall commence as of the Effective Date and shall continue until December 31, 2074, [50 year term] unless terminated earlier pursuant to Section 16. The Term may be extended by mutual agreement of both parties. 6
5. License Fee. Licensee shall pay to Owne r an annual license fee of $1.00 for the use of the Licensed Area.
6. Security. Owner shall have no obligation to provide security (including, but not limited to, lighting) for the Licensed Area. Any security for the Licensed Area shall be the sole responsibility of Licensee at Licensee’s sole cost and expense.
7. Licensee Obligations.
7.1 Limit Use. Licensee shall ensure that the Licensed Area is used only for the purposes set forth in Exhibit B hereof.
7.2 Damage. During the Term, Licensee shall be responsible to repair any damage to the Licensed Area arising from or connected to Licensee ’s use of the Licensed Area except only damages caused directly by Owner or its employees, invitees, agents, or contractors.
7.3 No Nuisance or Waste . Licensee shall not commit, suffer, or permit any nuisance or waste, environmental waste, damage, or destruction to occur in or about the Licensed Area and shall not permit the use of the Licensed Area for any illegal or immoral purpose. Licensee further agrees to comply with all State and federal laws and local ordinances concerning the Licensed Area and the use of the Licensed Area. During the Term Licensee shall comply with all federal, state, and local laws, regulations, and ordinances and the terms of this Agreement.
8. Owner’s Right to Inspect. Owner, through its employees or agents, shall have the right to enter upon the Licensed Area at all reasonable times during the Term of this Agreement for the purpose of inspecting the same and making such repairs as Owner may deem desirable, upon providing Licensee with reasonable advance notice, whenever practicable.
9. No Transfer or Assignment. This License is personal to Licensee. Any attempt to transfer or assign this License shall be void and this License shall immediately terminate.
10. Hazardous Materials.
10.1 Compliance with Laws. Licensee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Licensee, its agents, employees, contractors or invitees.
10.2 Termination of License City shall have the right to terminate the Licensein City’s sole and absolute discretion in the event that (i) any anticipated use of the Premises by Licensee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority or Hazardous Materials laws; (ii) Licensee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Licensee ’s action or use of the Premises; or (iii) Licensee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises. 7
10.3 Hazardous Materials Defined . The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “ toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) “CERCLA” or “Superfund” as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal.
Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter - Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) “Proposition 65,” Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.
10.4 City’s Right to Perform Tests. At any time prior to the expiration of the Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Licensee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Licensee’s use of the Premises.
Licensee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs arising out of or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Licensee’s expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on, under, or about the Premises or the Project, which has been caused by or resulted from the activities of Licensee, its agents, employees, contractors or invitees.
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10.5 Hazardous Materials Indemnity . Licensee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Licensee , Licensee’s agents, employees, licensees or invitees or at Licensee’s direction, of Hazardous Material, or by Licensee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Licensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Term. For purposes of the indemnity provided herein, any acts or omissions of Licensee or its employees, agents, customers, sublicensees, assignees, contractors or subcontractors of Licensee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Licensee.
11. Improvements. Licensee may construct buildings or other improvements upon the Licensed Area (“Improvements”), provided that said Improvements shall be approved in writing by CITY prior to the commencement of any work and provided further that all Improvements are completed in: (i) accordance with the uses identified in Exhibit “B”, (ii) a good and workmanlike manner, (iii) conformity with all county, city, state and federal regulations, any and all applicable permits. Licensee shall provide CITY with not less than ten (10) days ’ notice prior to the commencement of any work in, on or about the Pre mises so that C ITY, at C ITY’S option, may post a Notice of Non Responsibility as provided by law. All work shall be completed by duly licensed and insured contractors, which contractors shall be acceptable to CI TY. CITY makes no representation with respect to the applicability of public bidding procedures or requirements for the payment of prevailing wages hereunder.
11.1 YMCA recognizes City has allowed a contractor to utilize the Property as a staging yard. City and YMCA shall allow the current usage of property to continue for twelve months from the date of this License . At the expiration of the twelfth month, current usage of Property shall cease unless mutually extended by the Parties. YMCA shall not have any rights or authority to allow temporary uses on Property during the term of this License unless authorized by the City.
12. Performance and Payment Bonds. As a condition of Owner’s consent to Licensee’s proposed construction of any Improvements on the Licensed Area, Licensee shall furnish a performance bond and a labor and material (payment) bond (if applicable to Licensee’s requested improvements) to Owner prior to the c ommencement of any construction. The bonds shall be issued by a surety qualified to do business in the State of California and shall be in an amount equal to one hundred percent (100%) of the estimated cost of construction. The bonds 9
shall also name Owner as obligee and shall provide that in the event Licensee does not complete the proposed construction in accordance with the Construction Plans and/or Construction Schedule, the surety shall complete the construction or at Owner ’s option and upon Owner’s demand shall return the parcel to grade. The City Manager is authorized, but not required, to accept substitute security under such terms and conditions as the City Manager determines, in lieu of the above performance, and labor and material bonds described in this paragraph.
12.1 Cost of Construction. All costs of construction shall be the sole responsibility of Licensee and shall be paid by Licensee when due. The Licensee shall conduct any construction program in such a manner so that no mechanic's liens or materialmen's liens shall be asserted, or purportedly asserted, against the Licensed Area or any improvements thereon. If any such lien shall be asserted, Licensee shall indemnify, defend and hold harmless Owner and the Licensed Area in accordance with Section 13, Indemnification, of this L icense. If requested by Owner, in Owner’s sole discretion, Licensee shall post a surety bond to release the Licensed Area from any mechanic’s liens recorded against the Licensed Area. Said bond shall be issued by a surety qualified to do business in California and shall be in an amount prescribed by law.
13. Insurance. Licensee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the L icensee’s operation and use of the Licensed Area. The cost of such insurance shall be borne by the Licensee. However, during the term of this Agreement as provided in Section 11.1, and concurrently if the Licensee is not utilizing Property, Licensee shall not be required to provide Insurance as identified in Section 13. Upon contractor’s termination of use of Property in Section 11.1, Licensee shall immediately provide Insurance in conformance with Section 13.
13.1 Minimum Scope And Limit Of Insurance . Coverage shall be at least as broad as:
13.1.1 Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Workers’ Compensation Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
13.1.3 Property insurance against all risks of loss to any Licensee improvements or betterments, at full replacement cost with no coinsurance penalty provision.
If the Licensee maintains broader coverage and/or higher limits than the minimums shown above, the Owner requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Owner. 10
13.2 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
13.2.1 Additional Insured Status: The City , its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the L icensee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the L icensee’s insurance (at least as broad as ISO Form CG 20 10).
13.2.2 Primary Coverage: For any claims related to this contract, the Licensee’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Owner, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Owner , its officers, officials, employees, or volunteers shall be excess of the Licensee’s insurance and shall not contribute with it.
13.2.3 Legal Liability Coverage: The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the Licensed Area.
13.2.4 Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with thirty (30) days’ prior written notice to the Owner.
13.2.5 Waiver of Subrogation: L icensee hereby grants to Owner a waiver of any right to subrogation which any insurer of said Licensee may acquire against the Owner by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Owner has received a waiver of subrogation endorsement from the insurer.
13.2.6 Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the Owner.
13.2.7 Self-Insured Retentions: Self-insured retentions must be declared to and approved by the Owner . The Owner may require the Licensee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Owner.
13.2.8 Verification of Coverage: Licensee shall furnish the Owner with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Owner 11
before occupying the premises. However, failure to obtain the required documents prior to the work beginning shall not waive the Licensee ’s obligation to provide them. The Owner reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
13.2.9 Special Risks or Circumstances: Owner reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
14. Indemnification. Licensee agrees to indemnify, defend (with counsel reasonably approved by Owner) and hold harmless the Owner and its authorized officers, employees, agents and volunteers, from any and all claims, actions, losses, damages, and/or liability arising out of this License from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the Owner on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The Licensee’s indemnification obligation applies to the Owner’s “active” as well as “passive” negligence but does not apply to the Owner’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. The provisions of the Section shall survive the termination of this Agreement.
15. Covenants Against Discrimination. Licensee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religi on, sex, marital status, national origin, or ancestry in the performance of this Agreement.
16. Termination. This License may be terminated by either Party at any time, with or without cause, by providing written notice of termination to the other Party. Such termination will be effective one hundred and eighty (180) days after such notice is received.
17. Duties upon Termination. Upon termination of this Agreement, Licensee, at its sole expense, shall be solely responsible to perform the following:
a. Licensee shall clean and restore the Licensed Area to a condition similar to that existing prior to the Effective Date, subject to reasonable wear and tear. b. Remove all personal property on the Licensed Area including, but not limited to, removal of all vehicles.
Should Licensee fail to vacate the Licensed Area in a clean and undamaged condition and remove all personal property, Owner may arrange for the cleaning and/or repair of the Licensed Area and the removal of personal property, the cost of which will be immediately reimbursed by Licensee.
The Parties’ obligations under Section 13 shall survive termination of this Agreement.
18. Proprietary and Governmental Roles; Actions by City. Except where clearly and expressly provided otherwise in this License, the capacity of the Owner in this License shall 12
be as owner and l icensor of real property only (“Proprietary Capacity”), and any obligations or restrictions imposed by this License on the City of Simi Valley (“City”), in its capacity as Owner shall be limited to that capacity and shall not relate to, constitute a waiver of, supersede or otherwise limit or affect its governmental capacities, including enacting laws, inspecting structures, reviewing and issuing permits, and all of the other legi slative and administrative or enforcement functions pursuant to federal, state or local law (“Governmental Capacity”). When acting in its Proprietary Capacity, discretionary actions may be undertaken by the City Manager or other designees as designated by the City Manager to the extent otherwise provided for in this License.
In addition, nothing in this License shall supersede or waive any discretionary or regulatory approvals required to be obtained from the City under applicable law, nor guarantee that the City, in its Governmental Capacity, will grant any particular request for a license, permit or other regulatory approval. Licensee understands that the City may grant or deny such request in its sole discretion, and may impose such terms and conditions as it deems consistent with that discretion and applicable law.
19. No Interest in Real Property. This Agreement does not grant Licensee, its successors, assigns or transferees any interest, legal or equitable, in the Licensed Area, and this Agreement shall become null and void and without legal effect if it is recorded in the official records of the County of Ventura.
20. Notices. All notices required or permitted under this Agreement shall be in writing and shall be served on the parties at the addresses set forth below. Any such notices shall, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified, and addressed to the party to be notified, with return receipt requested, (ii) by overnight delivery using a nationally recognized overnight courier, or (iii) by personal delivery.
Notice deposited in the mail in the manner hereinabove described shall be effective upon receipt or rejection of such notice. A party’s address may be changed by written notice to the other party.
To Licensee: Southeast Ventura County YMCA
31105 Thousand Oaks Blvd.
Westlake Village, CA 91362
Attn: President & CEO
With a Copy to:
To Owner: City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: City Manager
With a Copy to: Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507-2479
Attn: Algeria R. Ford, City Attorney
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21. GENERAL PROVISIONS.
21.1 Attorneys’ Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement, or in connection with the Licensed Area, the prevailing party in such action shall be entitled to have and to recover from the other party its reasonable attorneys ’ fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs.
21.2 Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California with regard to conflicts of laws principles or rules. Any legal action to interpret or enforce any term or conditions of this Agreement shall be brought in the Superior Court of California or the County of Ventura.
21.3 No Waiver. No delay or omission by either party in exercising any right or power accruing upon the compliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.
21.4 Modifications and Amendment. In order to be effective, any modification or amendment of this Agreement shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of both parties.
21.5 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
21.6 Final Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter of this Agreement and all prior or contemporaneous agreements, understandings, representations and statements shall be of no force or effect.
21.7 Construction. This Agreement shall be construed according to its fair meaning as if prepared by all parties to this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
21.8 Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
21.9 Non-Liability of Officials or Employees. No officer, official or employee of Owner shall be personally liable for any obligations under the terms of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal Corporation
By:
Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California
Approved as to Form:
INSERT NAME OF COMPANY ABOVE
By:
Algeria R. Ford, City Attorney
Print Name:
Approved as to Content: Title:
By:
Samantha C. Argabrite, City Manager
Print Name:
Title:
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EXHIBIT A
LICENSED AREA
SAID LAND IS SITUATED IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF SECTION 11, TOWNSHIP 2 N., RANGE 10 WEST., RANCHO SIMI, IN THE CITY OF SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 7 OF
MISCELLANEOUS (MAPS) RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL A IN THE DEED TO ARROYO TAPO PROTECTION DISTRICT, RECORDED ON APRIL 8, 1965, AS DOCUMENT NO. 26236, IN BOOK 2767, PAGE 117 OF OFFICIAL RECORDS WITH A LINE PARALLEL WITH AND DISTANT 20.00 FEET NORTHEASTERLY MEASURED AT RIGHT ANGLES FROM THE NORTHEASTERLY LINE OF LOT 36 OF TRACT NO. 1708, SHOWN ON A MAP RECORDED IN BOOK 44, PAGE 50 OF MISCELLANEOUS RECORDS (MAPS); THENCE ALONG SAID PARALLEL LINE, BEING THE EASTERLY AND NORTHEASTERLY LINE
OF THAT CERTAIN EASEMENT DESCRIBED IN PARCEL B OF THE DEED TO COUNTY OF VENTURA, RECORDED ON MAY 23, 1968, AS DOCUMENT NO. 25937 IN BOOK 3308, PAGE 557 OF OFFICIAL RECORDS. 1ST: NORTH 48° 59' 31" WEST 65.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 140.00 FEET, THENCE ALONG SAID CURVE, AND SAID EASTERLY AND NORTHEASTERLY LINE OF PARCEL B, THE FOLLOWING 2 COURSES, 2ND: NORTHWESTERLY, THROUGH A CENTRAL ANGLE OF 42° 30' 50’ AN ARC DISTANCE OF 103.88 FEET,
THENCE TANGENT TO SAID CURVE,
3RD: NORTH 6° 28' 41" WEST 214.47 FEET TO A POINT ON THE 16TH COURSE AS DESCRIBED IN PARCEL 8 IN THE DEED TO CROCKER NATIONAL BANK, RECORDED DECEMBER 4, 1975, AS DOCUMENT NO. 87761 IN BOOK 4503, PAGE 545 OF OFFICIAL RECORDS; THENCE ALONG SAID 16TH COURSE, 4TH: SOUTH 89° 58' 22" EAST 79.18 FEET TO THE NORTHWESTERLY TERMINUS OF THE 15TH COURSE OF THE LAND DESCRIBED IN SAID PARCEL 8 RECORDED IN BOOK 4503, PAGE 545 OF OFFICIAL RECORDS; THENCE ALONG SAID 15TH COURSE,
5TH: SOUTH 39° 591 31" EAST 259.74 FEET TO A POINT ON THE NORTHWESTERLY LINE OF THE LAND DESCRIBED IN PARCEL C IN THE DEED TO ARROYO TAPO PROTECTION DISTRICT, RECORDED MARCH 26, 1965, AS DOCUMENT NO. 2251 IN BOOK 2758, PAGE 105 OF OFFICIAL RECORDS; THENCE ALONG SAID
NORTHWESTERLY LINE AND ALONG THE NORTHWESTERLY LINE OF THE LAND DESCRIBED IN PARCEL A IN THE DEED RECORDED IN BOOK 2767, PAGE 117 OF OFFICIAL RECORDS. 6TH: SOUTHWESTERLY TO THE POINT OF BEGINNING.
E
XCEPT AN UNDIVIDED ONE-HALF INTEREST IN All OIL, OIL RIGHTS, MINERALS AND MINERAL RIGHTS,
NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS AND MINERALS BY WHATSOEVER
NAME KNOWN, WHETHER METALLIC OR NON-METALLIC THAT MAY BE WITHIN OR UNDER THE PROPERTY
ABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND
OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND, INCLUDING THE RIGHT TO
WHIPSTOCK OR DIRECTIQNALLY DRILL ANO MINE FROM LANDS OTHER THAN THOSE HEREINABOVE
DESCRIBED OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF
THE REAL PROPERTY ABOVE DESCRIBED, AND TO BOTTOM SUCH SURFACE OF THE REAL PROPERTY ABOVE DESCRIBED, AND 40 BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND
SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUN - NE
L,
EQUIP, MAINTAIN, REPAIR, DEEPEN ANO OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE
RIGHT TO DRILL, MINE, EXPLORE OR OPERATE THROUGH THE SUR - F
ACE OF THE UPPER 500 FEET OF THE
SUBSURFACE OF SAID LAND, AS RESERVED BY BERYLWOOD-SIMI COMPANY, IN DEED RECORDED MAY 31, 1963, AS DOCUMENT NO. 30441, IN BOOK 2331, PAGE 287 OF OFFICIAL RECORDS. 16
EXHIBIT B
USES
YMCA proposes to use the Property, combined with adjoining property owned by the YMCA, for purposes that would benefit the community of Simi Valley. Proposed uses include:
• One large conference/community room of approximately 5,000 square feet that includes a catering kitchen and food preparation area for rental use by the community for events, meetings, conferences, private parties.
• Building space of approximately 2,000 square feet for use by medical personnel for physical therapy, mental health counseling and assistance, and other health and wellness services
• Building space of approximately 3,000 square feet for use as youth and adult enrichment and by education personnel for tutoring of K-12 students residing in Simi Valley.
• Building space of approximately 50,000 square feet consisting of a mixed uses including commercial space on the first floor and for-lease housing on upper floors. Housing shall include units available at affordable rents; affordable level to be determined.
• Parking lot and necessary landscaping and lighting as required by the Simi Valley Municipal Code.
YMCA may construct any of the above noted uses on the Licensed Area.
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