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HomeMy WebLinkAboutResolution 2006-118 N.C.S. 06/19/2006 Resolution No. 2006-118 N.C. S. of the City of Petaluma, California AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT WITH PETALUMA RIVERFRONT LLC PERMITTING USE OF REAL PROPERTY BY ANIMAL SERVICES STAFF AND VOLUNTEERS FOR WALKING AND EXERCISING OF ANIMAL SHELTER DOGS WHEREAS, Petaluma Riverfront LLC ("Riverfront") is the owner of certain .real property located at D Street and Lakeville Highway in the City of Petaluma, County of Sonoma, California, also known as APN 007-153-006, -008, and -009 ("the Property"); and, WHEREAS, the City of Petaluma, in the course of its provision of municipal services, provides animal control services and operates the City of Petaluma Animal Services Department and the Petaluma Animal Shelter; and, WHEREAS, Riverfront desires to allow the City to use the Property as a dog park by City staff and Petaluma Animal Services volunteers in support of City's provision of animal control services; and, WHEREAS, City desires to use the Property as a dog park for use by City staff and Petaluma Animal Services volunteers in support of City's provision of animal control services; and, WHEREAS, the proposed License Agreement attached as Exhibit A would grant City merely a revocable right to use the property and does not constitute the acquisition, sale, or purchase of real property so as to require approval by ordinance pursuant to Section 46 of the Charter of the City of Petaluma. NOW, THEREFORE, BE IT RESOLVED that the City Manager is authorized to execute a license agreement for use of the Property by City substantially in conformance with the License Agreement set forth in Exhibit A to this resolution. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: 1 hereby certify the foregoing Resolution was introduced and adopted by the prove al to Council of the City of Petaluma at a Regular meeting on the 19'x' day of June, 2006, fo by the following vote: City Attorney AYES: Vice Mayor Canevaro, Harris, Healy, Nau, O'Brien, Torliatt NOES: None ABSENT: Mayor Glass ABSTAIN: None ATTEST: - City Clerk ce ~ayor Resolution No. 2006-118 N.C.S. Page 1 Recording requested by and when recorded please return to: City Clerk City of Petaluma 11 English Street Petaluma, CA 94952 (Space above this line for recorder's use only) LICENSE AGREEMENT BETUVEEN THE CITY OF PETALUMA AND PETALUMA RIVERFRONT, LLC CONCERNING APN 007-153-006, -008 & -009 This license agreement is made and entered into this day of June , 2006, by and between PETALUMA RIVERFRONT LLC, a California limited liability company, ("RIVERFRONT") and the CITY OF PETALUMA, a California municipal corporation, ("CITY" or "LICENSEE"), who agree as follows: WITNESSETH WHEREAS, RIVERFRONT is owner of certain real property located at D Street and Lakeville Highway in the City of Petaluma, County of Sonoma, California, also known as APN 007-153-006, -008 009 ("the Property"); and WHEREAS, LICENSEE, in the course of its provision of municipal services, provides animal control services and operates the City of Petaluma Animal Services Department and the Petaluma Animal Shelter; and WHEREAS, RIVERFRONT desires to allow CITY to use the Property as a dog park for use by City staff and Petaluma Animal Services volunteers in support of CITY's provision of animal control services; and WHEREAS, CITY desires to use the Property as a dog park for use by CITY staff and Petaluma Animal Services volunteers in support of CITY's provision of animal control services; NOW, THEREFORE, RIVERFRONT and CITY/LICENSEE agree as follows: 1. GRANT. RIVERFRONT hereby licenses to LICENSEE, on the terms and conditions hereinafter set forth, the real property located at D Street and Lakeville Highway in the City of Petaluma, County of Sonoma, California, also known as APN 007-153-006, -008 & 009 ("the Property"); The Property is more fully described in Exhibit A which is attached to and made a part of this License Agreement. The right to use the Property granted pursuant to this License Agreement consists only of the permitted uses for the public purposes specified in provision 4 below, and no other rights are granted pursuant to this License Agreement. RIVERFRONT reserves all other rights in the Property that do not conflict with the permitted uses specified in provision 4, below, or any other rights of the LICENSEE pursuant to applicable law. License Agreement June 7, 2006 Resolution No. 2006-118 N.C.S. Page 2 2. TERM. The initial term of this License Agreement ("License Term") shall consist of a one (1) -year period commencing on July 1, 2006 and concluding on July 1, 2007 unless extended or terminated earlier in accordance with this License Agreement. Following the conclusion of the initial term, and subject to applicable law, Licensee shall have the option to extend this License for up to five additional one-year terms, by providing written notice to Riverfront prior to the expiration of the initial term and/or each succeeding term. 3. CONSIDERATION. LICENSEE shall pay to RIVERFRONT as consideration for the use of the Property $1 (One Dollar) within ten days of execution of this License Agreement, and thereafter, on, or before July 1 each year this License Agreement is in effect. 4. USE OF PROPERTY. a. PERMITTED USES. It is understood and agreed that LICENSEE may use the Property for on and off-leash dog walking and recreation of dogs housed at the Petaluma Animal Shelter. At all times when dogs housed at the Petaluma Animal Shelter are on the Property, they will be accompanied by City staff and/or by participant(s) in the Petaluma Animal Services volunteer program, which is administered and supervised by City. This License Agreement does not permit any general public use of the Property or use of the Property by persons other than City staff and/or participants in the Petaluma Animal Services volunteer program. The requirements applicable to this License Agreement and LICENSEE's use of the Property pursuant to this License Agreement include, but are not limited to, the following: i. HOURS OF OPERATION. The use of the Property by LICENSEE is limited to the hours of 7:00 a.m. to sunset, Monday through Sunday. ii. PARKING. Parking of LICENSEE'S employees and/or volunteers is not permitted at the Property. All employee and/or volunteer parking related to use of the Property shall be at the parking lot and streets adjacent to the Petaluma Animal Shelter at 840 Hopper St., Petaluma. iii. REFUSE. All refuse, including animal waste, resulting from use of the Property by LICENSEE will be removed from the Property at appropriate intervals and properly disposed of on a regular basis. b. PROHIBITED USES. The LICENSEE may not cant' out activities at the Property other than those specified in Paragraph 4.a. above. Except as specified in Paragraph 4.a. above, LICENSEE may not authorize any other entities or individuals to use the Property for dog walking or for any other purpose. LICENSEE may not create a nuisance or permit a nuisance to be maintained on the Property. LICENSEE is prohibited from using any portion of the Property for any illegal purpose. LICENSEE may not commit or suffer to be committed any waste upon the Property. License Agreement June 7, 2006 Resolution No. 2006-118 N.C.S. Page 3 5. CONDITION OF PROPERTY. a. INSPECTION BY LICENSEE. LICENSEE represents that LICENSEE has inspected and examined the Property for purposes of this License Agreement. b. PROPERTY IN UNIMPROVED CONDITION. RIVERFRONT and LICENSEE each acknowledge that the Property is presently unimproved, vacant property, and that there are no property improvements of significant monetary value present on the Property as of the date of this Agreement. c. LICENSEE MAINTENANCE. LICENSEE shall, at its own expense and cost, keep and maintain the Property in a clean and sanitary condition and free from refuse, debris, and any hazardous or dangerous condition caused by the LICENSEE, LICENSEE shall, at its own expense, mow vegetation existing on the Property as necessary for the permitted uses under this Agreement. d. LICENSEE TO MAINTAIN PROPERTY FENCE and LOCKED GATE. LICENSEE shall, at its own expense, repair and maintain during the term of this License Agreement, the existing fencing around the perimeter of the Property, with a gate and lock sufficient to prevent general public use of the Property. LICENSEE shall also at its own expense, post a sign or signs on the fencing stating that use of the Property is for the Petaluma Animal Services staff and volunteer program only, and that the Property is not to be used by the general public. 6. PROPERTY OVERSIGHT AND LIAISON. RIVERFRONT and LICENSEE will each designate a representative to handle any issues that may arise during the term of this Agreement relating to the Property or LICENSEE's use of it. The RIVERFRONT designated representative will be Paul Andronico. LICENSEE's designated representative will be the Petaluma Animal Services Manager. 7. RIVERFRONT ACCESS TO PROPERTY. In addition to the rights in the Property reserved by the RIVERFRONT pursuant to provision 1 above, RIVERFRONT will have reasonable access to the entire Property far inspection and review, to ensure adequate maintenance and overall compliance with this License Agreement, for any purpose consistent with its needs relating to eventual development of the Property in the sole judgment of RIVERFRONT, or for any other reason consistent with the terms of this License Agreement. RIVERFRONT will make every reasonable effort to schedule such inspection and review at mutually convenient times to permit LICENSEE representatives to be present and to accommodate LICENSEE use where possible or necessary. 8. ALTERATIONS TO PROPERTY. LICENSEE may not make, or suffer to be made, any alteration of the Property or any part thereof, other than as necessary to maintain the fencing, gate, lock and signage specified above, including, but not limited to, any permanent attachment of appliances to the Property or changes to the Property grounds, without the prior, written consent of the RIVERFRONT. Unless the parties otherwise agree in writing, RIVERFRONT may treat the fencing, gate and lock as fixtures pursuant to California Civil Code Section 660 and part of the Property not severable by the LICENSEE upon expiration or termination of this License Agreement. License Agreement June 7, 2006 Resolution No. 2006-118 N.C.S. Page 4 Upon termination of this Agreement and within thirty (30) days of written notice by RIVERFRONT to LICENSEE, LICENSEE shall remove any fencing, gate, lock and/or sign installed by LICENSEE at the Property at LICENSEE's sole cost and expense. LICENSEE shall have no obligation to remove fencing and/or gates existing at the Property at the time this Agreement is entered into. 9. LICENSES AND PERMITS. During LICENSEE's use of the Property, the LICENSEE shall be solely responsible for obtaining and maintaining in effect at its own expense, risk and responsibility any and all licenses and/or permits and/or other regulatory approvals as may apply to the LICENSEE use. 10. KEYS. Keys to the gate at the Property will be held by both the LICENSEE and RIVERFRONT. LICENSEE must ensure that all LICENSEE keys are accounted for and used in a responsible manner. Except for issuance of a key to the Petaluma Animal Services Manager and to the Petaluma Animal Services Supervisor, keys to the gate will be provided to LICENSEE'S employees and volunteers on a single-use basis, and will be returned to Petaluma Animal Services at the conclusion of each use by an employee or volunteer. RIVERFRONT shall be issued a key to the gate for its use consistent with the terms of this Agreement. 11. UTILITIES. No utilities presently serve the Property. 12. INSURANCE. As a condition precedentto the LICENSEE's rights pursuant to this License Agreement, LICENSEE shall provide to RIVERFRONT a Certificate of Insurance acceptable to RIVERFRONT covering commercial general liability and workers compensation insurance. 13. INDEMNITY. LICENSEE shall indemnify, defend and hold harmless RIVERFRONT and its officials, officers, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (collectively, "Liability") of every nature arising out of or in connection with LICENSEE programs, LICENSEE'S use of the Property, or LICENSEE's failure to comply with any of its obligations contained in this License Agreement, including, but not limited to, such Liability arising from the acts or omissions of LICENSEE's officers, officials, employees and volunteers. LICENSEE's obligations pursuant to this provision will survive the expiration or earlier termination of this License Agreement. 14. DEFAULT. If LICENSEE has defaulted in respect of any of the obligations under this License Agreement, RIVERFRONT shall notify LICENSEE in writing, setting out in what respects RIVERFRONT deems LICENSEE to be in default. If LICENSEE corrects any such default (except for a default due to failure to maintain the insurance specified in provision 10 of this License Agreement) within fifteen days after receipt of such notice, LICENSEE shall no longer be deemed in default. Neither the service of said notice nor the doing of acts by LICENSEE aimed at correcting all or any of the alleged defaults shall be deemed an admission or presumption that LICENSEE has failed in any respect to perform its obligations under this License Agreement. Each and all of the remedies of the RIVERFRONT pursuant to this License Agreement and applicable law and at equity are cumulative and exercise of any right or remedy by RIVERFRONT shall not impair the RIVERFRONT's right to any other remedy. .License Agreement June 7, 2006 Resohition No. 2006-118 N.C.S. Page 5 15. TERMINATION AND EXPIRATION. This License Agreement may be terminated by agreement of the RIVERFRONT and the LICENSEE, or by RIVERFRONT for any reason by written notice to the LICENSEE specifying a termination effective date not less than 60 days later than the date of the written notice of termination. Subject to provision 8, above, upon termination or expiration of the License Agreement and upon being so directed in writing by the Riverfront, the LICENSEE must remove from the Property all appliances, equipment and furnishings that are not owned by the RIVERFRONT and that are not permanently attached to the Property within thirty (30) days of the expiration or termination of this License Agreement. 16. NOTICE. Any notice required pursuant to this license agreement shall be addressed as follows: To RIVERFRONT: C/0 Basin Street Properties 201 First St., Ste. 100 Petaluma, CA 94952 Attn: Paul Andronico To the LICENSEE: Animal Services Manager City of Petaluma 840 Hopper Street Petaluma, CA 94952 17. SURRENDER OF PROPERTY. LICENSEE agrees, at the expiration of the License Term or upon the earlier termination of the License Agreement, to quit and surrender the Property to RIVERFRONT in as good a state and condition as when the License Term commenced, reasonable wear and tear and damage by the elements or an act of God excepted. 18. AMENDMENTS. Amendments to this License Agreement must be in writing and signed by representatives authorized to bind the parties. 19. NO PERSONAL LIABILITY OR JOINT VENTURE. No official, officer, agent, employee or volunteer of the CITY or of RIVERFRONT will be personally responsible for any liability arising under this License Agreement.. Further, it is specifically agreed that no joint venture or partnership of any kind is created by this License Agreement. 20. NON-DISCRIMINATORY PRACTICES. LICENSEE wilt not willfully discriminate against any employee or user of the Property, and all will treat LICENSEE employees and Property users equally without regard to their race, color, age, religion, ancestry, sex, national origin, local custom, habit or sexual orientation. Any violation of this provision, the State Fair Employment Practices Act or any other Federal, State or local law, will be deemed a default. 21. ASSIGNMENT PROHIBITED. The LICENSEE may not assign part or all of this License Agreement or any right or interest of the LICENSEE under this License Agreement, or delegate any obligation or duty of the LICENSEE under this License Agreement without the prior written approval of an License Agreement June 7, 2006 Resolution No. 2006-118 N.C.S. Page 6 official authorized to bind RIVERFRONT. Any such purported assignment or delegation without such written approval on behalf of the RIVERFRONT will be void and a default under this license agreement subject to all available remedies under this License Agreement and at law and equity. 22. APPLICABLE LAW AND INTEGRATION. This License Agreement will be governed by the laws of the State of California, and constitutes the entire agreement between the parties regarding its subject matter. This License Agreement supersedes all proposals, oral and written, and all negotiations, conversations or discussions heretofore and between the parties related to the subject matter of this License Agreement. 23. SEVERABILITY. If any term or provision or portion of a term or provision of this license agreement is declared invalid or unenforceable by any court of lawful jurisdiction, then the remaining terms and provisions or portions of terms or provisions will not be affected thereby and will remain in full force and effect. WHEREFORE, representatives authorized to bind RIVERFRONT and CITY/LICENSEE have executed this License Agreement on the day in the day and year first written above. CITY OF PETALUMA PETALUMA RIVERFRONT LLC A California limited liability company Michael Bierman By: G&W Ventures, LLC City Manager Managing Member By: Matthew T. White Manager ATTEST: [Attach Notary Pages] City Clerk APPROVED AS TO FORM: Eric Danly City Attorney Exhibit: A -Property Description 821712 License Agreement June 7, 2006 Resolution No. 2006-118 N.C.S. Page 7 OI.D REP~JELIC TITLE CON~AliT% ORDER NO. 0812002143-JJ f, . The land referred to in this Report Es situated In the County of Sonoma, City of Petaluma, State of California, and is described as follows: PARCEL ONE: BEGINNING at the intersection of the East line of East D Street with the Southerly line of Hopper Street; from said point of beginning, running thence along the East line of East D Street, South 36° 19' West, 3.04 feet to an iron pipe; thence South 54° 00' East, 89 feet to an iron pipe; thence North 's 6° 19' East, 104 feet to an iron pipe at the intersection with .the South line of I~appex Street; thence along said line of Hopper Street, North 54° 00' West, 89 feet to the place of beginning; being a portion of Lots 7 and _B, Block 9, as shown upon the Map of Harmon's Map of East Petaluma.. PARCEL TWO: COMMENCING at an iron pipe on the Southwesterly line of Hopper Street in the said City of Petaluma,. distant thereon South 54° 00' East, B9 feet from the intersection of the Southwesterly line of Hopper Street and the Southeasterly line of D Street; thence running along the Southwesterly line of Hopper Street, South 54° 00' East, a distance of 61 feet; thence South 36° 19' West, a distance of 104 feet; thence North 54° 00' West, a distance of 61 feet; thence North 36° 19' East, 104 feet to the point of commencement;, being portions of Lots 7 and 8, Block 9, as shown upon Harmon's Map of East Petaluma. PARCEL 'THREE ALL THAT CERTAIN piece, parcel and lot of land lying and being in East Petaluma, and moxe particularly described as follows: -BEING a part of Block 9, commencing I50 feet from the corner of Adams and Hopper Streets, and running Easterly, 50 feet on Hopper Street, and running back of even width 140 feet, mare or. less; said Lot ie to be 50 feet in front, more or less, by 1.40 feet in depth, more or less, as now fenced. EXCEPTING THEREFROM all that portion lying within the Railroad Right-of-Way. A.P. Nos. 007-153-008, 009, and 006 Resolution No. 2006-118 N.C.S. Page 8 f1RT Ai ~7_r!