01-20-2004 - Hurst Ranch Release of Grant Funds & Approval of Use & Grant Agreement•
City of West Covina
Memorandum
TO: Andrew G. Pasmant, City Manager
and City Council
FROM: Steven L. Samaniego,
Interim Community Services Director
AGENDA
ITEM NO. B-6h
DATE: January 20, 2004
PRINTED ON RECYCLED PAPER
SUBJECT: HURST RANCH RELEASE OF GRANT FUNDS AND APPROVAL OF USE
AND GRANT AGREEMENT
RECOMMENDATION:
It is recommended that the City Council:
• Approve the Use and Grant Agreement between the City of West Covina and the Hurst Ranch
Historical Foundation authorizing a grant of $350,000, and appropriate $350,000 from the
Charter Communication settlement fund to Account Number 203-83-8309-7500; and
Authorize the Community Services Director's execution of the Use and Grant Agreement
(Attachment A).
DISCUSSION:
Incorporated in October 1996,_ the Hurst Ranch Historical Foundation was created to receive, develop
and operate the Hurst Ranch property and/or museum. The property, which includes a barn and a shed is
currently maintained and managed by the nonprofit Hurst Ranch Historical Foundation. Per the Hurst
Ranch Articles of Incorporation, the Foundation's Board of Directors includes two City Council
representatives
Because it was expected that the Hurst Ranch project would enhance cultural activities in the
community, the City Council agreed to partner with the Foundation by granting $350,000 as
consideration for the use of the property by City. $350,000 was included in the FY 2002-2003 Capital
Improvement Project (CIP) budget for this grant, with the General Fund as the funding source.
This project was one of several General Fund CIP's that were deferred during the 2003-2004 budget
process. However, as the City_ Council is aware use of Charter settlement funds were discussed as a
possible replacement source of grant funds to supplement this project. These funds require
appropriation by the City Council.
The Agreement (Attachment A) provides for City use of the facility one day and one night per week
during the school year for specialty classes, workshops and tours; four weeks, Monday through Friday
Sam to 5pm during the summer for garden, nature and science camps; and three special events to be held
on weekends at no cost. The City would be responsible for nominal costs of utilities, such as electricity
and trash for these events. After the initial City use period of ten (10) years, the City use shall
automatically renew for successive periods of one year until either party gives written notice to the other
party that the City Use will not be renewed.
ALTERNATIVES:
Alternatives are:
l . Disapprove request for the grant and agreement;
2. Disapprove the business terms and refer back to staff to further negotiate (direction would be
needed in areas where City Council wants renegotiation);
3. Approve project agreement with an alternate funding source; or
4. Approve the Use and Grant Agreement between the City of West Covina and the Hurst
Ranch Historical Foundation authorizing a grant of $350,000 and authorize the Community
Services Director's execution of the Use and Grant Agreement (Attachment A).
FISCAL IMPACT: •
The fiscal impact is $350,000 that will be appropriated from the Charter Communications settlement
fund.
by: Patricia—Bommai
ity Services Manager
Reviewed/Approved by:
Finance
r
OL
Reviewed/Approved by: Steven L. Samaniego
Interim Community Services Director
t
GI /BR %i (Fz;1121,)() ti,,,�
City Attorney
7
ATTACHMENT A
USE AND GRANT AGREEMENT
Hurst Ranch Historical Foundation
This USE AND GRANT AGREEMENT (this "Agreement") is entered into as of
February 4, 2003 by and between the CITY OF WEST COVINA, a municipal corporation (the
"City"), and HURST RANCH HISTORICAL FOUNDATION, a California non-profit
charitable corporation, (the "Participant") and is made on the basis of the following facts,
intentions and understandings.
RECITALS
A. Participant is the current fee owner of the property located at 1227 South Orange
Ave. in the City of West Covina, commonly known as the Hurst Ranch Historical Foundation
(the "Property"), legally described on Exhibit "A" attached hereto.
B. Participant has requested financial assistance from the City to assist Participant in
operating the Property which will be in the interest of,public health, safety and social welfare.
C. In furtherance of the objectives of the public health, safety and general welfare,
the City desires to encourage and promote the continued operation of the Property. The City and
the Participant desire by this Agreement for the City to provide Participant with a Grant (the
"City Grant") to assist the Participant.
D. ' The City's making of the City Grant to the Participant, the Participant's operation
of the Property and the City's use of the Property pursuant to the terms of this Agreement are in
the vital and best interest of the City, and the health, safety, morals and welfare of its residents,
and in accord with the public purposes and provisions of applicable state and local laws.
NOW, THEREFORE, for good and valuable consideration the parties agree as follows:
1.0 DEFINITIONS.
The following terms shall have the following meanings in this Agreement:
"Agreement" shall mean this Use and Grant Agreement.
"City" shall mean the City of West Covina, a municipal corporation.
"City Grant" shall mean the Grant to be provided by the City to the Participant for the
City Use provided in Section 2.0 hereof.
"Event of Default" shall mean a default not cured within the prescribed time as set forth
in Section 5.1 hereof.
HurstGrantAgreement3-25-03
"Participant" shall mean the Hurst Ranch Historical Foundation.
"Parties" shall mean the City and the Participant.
"Property" shall mean the real property located at, 1227 South Orange Ave., West
Covina, together with the building and improvements located thereon.
2.0 CITY USE AND GRANT.
2.1 City Use. Hurst Ranch agrees that by accepting the City funds, Hurst ranch
shall ensure that the facilities are open to the general public as much as possible on an on -going
basis and agrees to the following City programming for a minimum of ten years:
Hurst Ranch agrees to make the Hurst Ranch facility available to the City one day and
one night per week during the school year for specialty classes, workshops and tours; Four
weeks, Monday through Friday, Sam to 5pm during the summer for garden, nature and science
camps; and three special events to be held on weekends at no cost. (hereinafter the "City Use").
2.2 City Use Scheduling. On or before the first day of December of each year,
the Community Services Director or designee and Hurst Ranch designee shall meet to determine
the calendar of events for the coming year. It shall be the responsibility of the Community
Services Director or designee, to conduct this meeting and to review all provisions of the
Agreement prior to the meeting. Final use of the facility shall be determined at this meeting, and
'any change to the calendar of events must be approved by the City and Hurst Ranch prior to any
such events taking place on the facility.
2.3 Renewal. After the 'initial City use period of ten years the City Use shall
automatically renew for successive periods of one year until either party gives written notice to
the other party that -the City Use will not be renewed. Such written notice of non -renewal of City
Use must be given prior to October 1, of the year preceding any renewal period.
2.4 City Costs. The City agrees to be responsible for nominal costs of utilities,
such as electricity and trash while using the facility.
2.5 City Grant. The City shall Grant to Participant the sum of Three Hundred Fifty
Thousand dollars ($350,000.00) (the "City Grant"), as consideration for the Use of the
Property by City as provided in this Agreement, subject to the conditions and restrictions set
forth herein.
3.0 PARTICIPANT'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
t
3.1 Owner Covenants. Participant represents and warrants that Participant is the fee
Owner of the Property and that Participant has the full right, power and lawful authority to cause
the Use of the Property as provided in this Agreement.
3.2 Non -Discrimination Covenants. Participant covenants by- and for itself, its
successors and assigns, and all persons claiming under or through them that there shall be no
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HurstGrantAgreement3-25-03
discrimination against or segregation of any person or group of persons on account of race,
color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall
Participant itself or any person claiming under or through it, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The
Participant shall refrain from restricting the rental, sale or lease of the Property on the basis of
race, color, creed, religion, sex, marital status, familial status, disability, national , origin or
ancestry of any person. The foregoing covenants against discrimination shall, without regard to
technical classification or designation, be binding for the benefit and in favor of the City, its
successors and assigns, and any successor in interest to the Property, or any part thereof, and
shall remain in effect in perpetuity.
3.3 Maintenance of Property. Participant shall comply with all covenants set forth
herein concerning the maintenance, upkeep, and repair of the Property and' shall maintain the
improvements, both interior and exterior, and landscaping on the Property in a decent, safe and
sanitary condition and presentable manner consistent with community standards and which will
uphold the value of the Property, and shall keep the Property free from any accumulation of
debris and/or waste materials. Participant shall comply with any and all covenants and
agreements established by any regulatory entity recognized by area property owners, if any, and
Participant shall comply with all applicable federal, state and local laws concerning use,
ownership, maintenance of, and lawful activities upon the Property. The Participant° shall not
maintain or cause to be maintained or allow to be maintained on or about the Property any public
or private nuisance. If at any time Participant fails to maintain the Property in accordance with
this Agreement and such condition is not corrected within five (5) days after written notice from
the City with respect to graffiti, debris, waste material, or general maintenance; or thirty (30)
days after written notice from the City with respect to landscaping and building improvements,
maintenance of a nuisance, or other violation; then the City, in addition to whatever other rights
and remedies it may have at law or in equity, shall have the right to enter upon the applicable
portion of the Property and perform all acts and work necessary to protect, maintain, and
preserve the improvements and landscaped areas on the Property, and to attach a lien upon the
Property, or to assess the Property, in the amount of the expenditures arising from such acts and
work of protection, maintenance, and preservation by the City and/or costs of such cure,
including a reasonable administrative charge, which amount shall be promptly paid by
Participant to the City upon demand. This maintenance covenant set forth herein shall remain in
effect for the greater of the period of useful life of the building and improvements located on the
Property or ten years from the execution of this Agreement.
3.4 Compliance with Laws. The Participant shall comply with all federal, state and
local statutes, ordinances, regulations and laws with respect to the Participant's ownership, use
and maintenance of the Property, including all applicable state labor standards, City zoning and
development standards, building, plumbing,- mechanical and electrical codes, and all other
provisions of the City Municipal Code, and, as applicable, all disabled and handicapped access
requirements, including without limitation, and as applicable, the Americans With Disabilities
Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government
Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
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4.0 INDEMNIFICATION.
4.1 Indemnification. Participant shall, at Participant's expense, defend, indemnify,
save and hold the City and its officers, agents, employees and representatives harmless from any
and all losses, damages, liabilities, claims, causes of action, judgments, settlements, court costs,
reasonable attorneys' fees, and other legal expenses, costs of evidence of title, costs of evidence
of value, and other expenses which they may suffer or incur arising from Participant's
performance of its obligations under this Agreement, or Participant's ownership, use, occupancy,
or maintenance of the Property including, without limitation, third party claims for personal
injuries (including death or property damages), claims for relocation assistance or benefits as
may be asserted pursuant to applicable relocation laws, mechanic's lien claims, stop notice
claims, or any such claim asserting rights to funds held by the City, or any other claim or suit of
whatever kind or nature.
5.0 DEFAULTS, REMEDIES AND TERMINATION.
5.1 Defaults. Failure or delay by either party to perform any covenant, condition or
provision of this Agreement to be observed or performed by such party within the time provided
herein constitutes a default under this Agreement. The injured party shall give written notice of
default to the party in default, specifying the default complained of by the injured party. Failure
or delay by either party in giving such notice or asserting any of its rights or remedies as to any
default shall not operate as a waiver of any default or of any such rights or remedies, or change
the time of default, or deprive either such party of its right to institute and maintain any actions
or proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies. The defaulting party shall immediately commence to cure such default upon receipt of
the written notice of default, and shall complete such cure within thirty (30) days from the date
of the receipt of the written notice or such longer period if the nature of the default is such that
more than thirty (30) days is required to cure such default, but in any event not longer than
sixty (60) days. If the defaulting party cures the default within the time prescribed herein, the
notice of default shall be deemed inoperative. Failure to cure such default within the prescribed
time shall constitute an "Event of Default," and the injured party may institute arbitration
proceedings pursuant to Sections 5.2 et seq. Hereinafter, or as expressly permitted herein a legal
action.
5.2 Repayment of Grant. In the event Participant fails to provide the use of
the facilities by City as provided in Section 2.0, and such default is not cured within 60 days of
written notice from City, then Applicant shall repay the grant to City.
5.3 Attorneys' Fees. In the event that any attorney is engaged by City to enforce or
defend any provision of this Agreement, or as a consequence of any Event of Default, without
the filing of any legal action or proceeding, then Participant shall pay to City immediately upon
demand all attorneys' fees and costs incurred by City in connection therewith. However, in the
event that any action is instituted pursuant to this Agreement, whether or not an arbitration
award or final court judgment is entered, the parties agree that the non -prevailing party shall be
responsible for and shall pay all costs and all attorneys' fees incurred by the prevailing party.
5.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
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5.5 Acceptance of Service of Process. In the event that arbitration or any legal
action is commenced by the Participant against the City, service of process on the City shall be
made by personal service upon the City Clerk, or in such other manner as may be provided by
law.
In the event that arbitration or any legal action is commenced by the City against the
Participant, service of process on the Participant shall be made in such manner as may be
provided by law, whether made within or outside the State of California.
5.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
time or different times, or any other rights or remedies for the same default or any other default
by the other party.
6.0 GENERAL PROVISIONS.
6.1 Time. Time is of the essence in this Agreement. !.
6.2 Notices. Any notices, requests or approvals given under this Agreement from one
party to another may be personally delivered, delivered by overnight courier service, or
deposited with the United States Postal Service for mailing, postage prepaid, to the following
addresses:
To Participant: Hurst Ranch Historical Foundation
1227 South Orange Ave.
West Covina, CA 91790
Telephone (626) 813-0116
Or (626) 919-1133
To City: City of West Covina
1444 West Garvey Avenue
West Covina, California 91793
Attention: Patricia Bommarito
the other party. Either party may change its address for notice by giving written notice thereof to
6.3 Amendment of Agreement. No modification, rescission, waiver, release or
amendment of any provision of this Agreement shall be made except by a written agreement
executed by the Participant and City.
6.4 Participant Assignment Prohibited. In no event shall Participant assign or
transfer any portion of this Grant Agreement without the prior express written consent of the
City, which consent may be given or withheld in the City's sole discretion.
HurstGrantAgreement3-25-03 5
6.5 Actions. The City shall have the right to commence, appear in, or defend any
action or, proceeding purporting to affect the rights, duties, or liabilities of the parties hereunder,
or the disbursement of any proceeds of the City Grant.
6.6 Successors and Assigns. The terms hereof shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto; provided, however, that no assignment
of Participant's rights hereunder shall be made, voluntarily ,or by operation of law, without the
prior written consent of the City, and that any such assignment without said consent shall be
void.
6.7 Construction of Words. Except where the context otherwise requires, words
imparting the singular number shall include the plural number and vice versa, words imparting
persons shall include firms, associations, partnerships and corporations, and words of either
gender shall include the other gender.
6.8 Partial Invalidity. If any provision of this Agreement shall be declared invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired.
6.9 Approvals. Where an approval or submission is required under this Agreement,
such approval or submission shall be valid for purposes of this Agreement only if made in
writing. Where this Agreement requires an approval or consent of the City, such approval may
be given on behalf of the City by the City Manager or his designee in his sole discretion.
6.10 Captions and Headings. Captions and headings in this Agreement are for
convenience of reference only, and are not to be considered in construing the Agreement.
6.11 Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties. , This Agreement integrates all of the terms and conditions mentioned
herein or incidental thereto, and supersedes all prior negotiations, discussions and previous
agreements between the City and the Participant concerning all or any part of the subject matter
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Participation and Grant
Agreement as of the day and year first above written.
PARTICIPANT:
HURST RANCH HISTORICAL FOUNDATION
Robert L. Borden, President
HurstGrantAgreement3-25-03 6
CITY OF WEST COVINA, a municipal
corporation
By:
Its:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
Alvarez-Glasman & Colvin
City Attorney
HurstGrantAgreement3-25-03