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HomeMy WebLinkAboutC-1581 - Agreement (for Lawn Bowling Facilities)AMENDMENT NO. TWO TO AGREEMENT WITH NEWPORT HARBOR LAWN BOWLING ASSOCIATION v THIS AMENDMENT NO. TWO TO AGREEMENT ("Amendment No. Two") is made and entered into as of this 30th day of June, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a California nonprofit corporation ("Lessee"), and is made with reference to the following: RECITALS A. City is the owner of real property located at the corner of San Joaquin Hills Road and Crown Drive in the City of Newport Beach commonly known as the San Joaquin Hills Park, located at 1550 Crown Drive, Corona del Mar, California, 92625, Assessor's Parcel Number 458-022-06, the west side of which contains a lawn bowling facility consisting of two lawn bowling greens, a clubhouse facility, and two storage sheds ("Premises"). B. Lessee currently occupies and possesses the Premises pursuant to that certain Agreement between City and Lessee dated June 9, 1998 ("Agreement"). C. The Agreement was amended December 1, 2005, to phase out the City's monthly maintenance duties in exchange for waiving annual lease fees for use of the Premises ("Amendment No. One"). D. Whereas, the term of the Agreement, as amended, expires June 30, 2023, but the parties are currently negotiating the terms of a new lease agreement, and desire to enter into this Amendment No. Two to provide additional time to finalize the terms of the new lease agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM Section 2 of the Agreement is amended in its entirety and replaced with the following: "The term of this AGREEMENT shall begin on July 1, 1998, and shall expire on November 30, 2023, unless otherwise terminated as provided in this AGREEMENT." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended, shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (/13&1 By: Q- ri a on C. Harp City Attorney ATTEST: Date: k. 211013 1, '. m uJAjv. :. City Clerk WP CITY OF NEWPORT BEACH, a Californi muniFipal cor oration Date: Co7i2! 7/D2s By: Grac . Leung Cit anager CONTRACTOR: NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a California nonprofit corporation Date: By: Signed in Counterpart Andrew Dufresne Chief Executive Officer Date: By: Signed in Counterpart Norma Goodhart Chief Financial Officer [END OF SIGNATURES] Newport Harbor Lawn Bowling Association Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (,, / 13149 By: OL-IN on C. Harp ce t►b)d.3 City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager CONTRACTOR: NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a Califorw pon rofit corporation Date: 6�1 I z 3 ' Andrew Dufresne Chief Executive Officer Date: By: N4i� Goodhart Cinancial Officer [END OF SIGNATURES] Newport Harbor Lawn Bowling Association Page 2 AMENDMENT TO AGREEMENT WITH NEWPORT LAWN BOWLING ASSOCIATION THIS AMENDMENT (this "Amendment") is made and entered this ( St day of 0*C.cSe" 6 re 2005, by and between THE CITY OF NEWPORT BEACH, a charter city and municipal corporation ("City") and the NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a nonprofit corporation ("Association"), located at 1550 Crown Drive North, Corona del Mar, CA, 92625, and is made with reference to the following: RECITALS A. WHEREAS, City is the owner of real property located at the corner of San Joaquin Hills Road and Crown Drive in the City of Newport Beach commonly known as the San Joaquin Hills Park (the "Park"). At the northeast corner of the Park, there is a lawn bowling facility that includes a clubhouse and two lawn bowling greens (the "Premises"). B. WHEREAS, Association is currently occupying and in possession of the Premises pursuant to that certain Agreement between City and Association dated June 9, 1998 (the "Agreement"). The Agreement expires on June 30, 2023. The Premises are operated as the Newport Harbor Lawn Bowling Club, a division of the United States Lawn Bowling Association. C. WHEREAS, the Agreement requires City to furnish all water necessary for maintenance of the greens, to repair and maintain the exterior of the clubhouse, and to pay Association Seven Hundred and Fifty Dollars ($750.00) each month toward the cost of maintenance of the greens. D. WHEREAS, Section 7 of the Agreement provides that the monthly fee be renegotiated every five (5) years. Specifically, Section 7 reads as follows: "CITY agrees to pay to ASSOCIATION the sum of seven hundred fifty dollars ($750.00) per month to maintain the bowling greens. CITY and ASSOCIATION agree that this amount will be renegotiated every five (5) years." E. WHEREAS, based upon these renegotiations, City and Association have agreed to reduce the monthly payments the City owes to Association, starting on January 1, 2006, and then to reduce the payments every calendar year until they are phased out completely as of January 1, 2011. In exchange, City agrees not to charge Association any yearly lease payment for use of the Premises. G. WHEREAS, City and Association mutually desireto amend the Agreement, as provided in this Amendment No. 1. -1- • • NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the City and Association agree as follows: 1. Paragraph 7 of the Agreement shall be revised to read as follows: CITY agrees to pay ASSOCIATION a monthly fee to help pay the cost of maintaining the bowling greens until January 1, 2011, in accordance with the payment schedule outlined below. Calendar Year 2006 — Six Hundred Dollars ($600.00) per month 2007 — Four Hundred and Eighty Dollars ($480.00) per month 2008 — Three Hundred and Eighty -Four Dollars ($384.00) per month 2009 — Three Hundred and Seven Dollars ($307.00) per month 2010 — Two Hundred and Forty -Five Dollars ($245.00) per month Effective on January 1, 2011, CITY shall discontinue the monthly payments for the remainder of the term of the Agreement. 2. Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first written above. APPROVED AS TO FORM: By: Aaron C. Harp, Assistant City Attorney for the City of Newport Beach CITY OF NEWPORT BEACH, a Municipal Corporation By: (YV' Homer Blu u City Manager -2- ATTEST: By: LaVonne Harkless City Clerk NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a California oj'oration (" By: Title: Print Name—��p%770,-1; By: U(Financial Office Title: k c--• o sc,r-Px Print Name: r ro u�S ,red Donna Big \Newpori Harbor Lawn Bowling Association Arnendaent.doa -3- • tit (is) AGREEMENT This AGREEMENT is made and entered into this 9th day of June, 1998, by and between the CITY OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "CITY") and NEWPORT HARBOR LAWN BOWLING ASSOCIATION, a nonprofit corporation, (hereinafter referred to as "ASSOCIATION"). WITNESSETH: WHEREAS, that portion of the San Joaquin Hills Park devoted to the sport of lawn bowling which includes a clubhouse facility and bowling greens (hereinafter referred to as the "Premises") was leased to the ASSOCIATION for a period of twenty- five (25) years commencing July 1, 1973; and WHEREAS, the Parties desire to lease the Premises to ASSOCIATION for an additional period of twenty-five years commencing July 1, 1998; and WHEREAS, the ASSOCIATION has agreed to maintain the bowling greens in good condition and repair and CITY has agreed to furnish all water necessary for maintenance; and WHEREAS, in 1973 ASSOCIATION assigned and transferred to CITY all its interest in the clubhouse and all other buildings, facilities and improvements on the Premises; and WHEREAS, it is desirable and necessary that the clubhouse facility be maintained in proper repair and be utilized in a manner which would benefit the citizens of CITY. -1- • • NOW THEREFORE, in consideration of the Lease of the Premises, it is mutually agreed by and between the Parties hereto as follows: 1. CITY leases to ASSOCIATION Premises and all appurtenant facilities, and improvements as shown on Exhibit "A" under the terms and conditions as set forth in this AGREEMENT. 2. The term of this AGREEMENT shall be twenty-five (25) years beginning July 1, 1998 and shall terminate June 30, 2023 unless otherwise terminated as provided in this AGREEMENT. 3. The clubhouse facilities shall be for the primary use of ASSOCIATION to operate a lawn bowling facility for the benefit of its members, CITY and its citizens. During those periods when the clubhouse is not being utilized by ASSOCIATION, the clubhouse shall be available to civic, cultural and educational groups within the CITY in accordance with the CITY's Facilities Use Policy. . All requests to use the clubhouse facility shall be directed to ASSOCIATION for scheduling. The CITY's Community Services Director shall resolve any dispute as to the availability or the scheduling of the clubhouse. CITY may reserve the use of the clubhouse for any proper municipal purpose, provided reasonable notice has been given to ASSOCIATION of CITY'S intent to use the facilities and provided such use does not significantly conflict with the activities of ASSOCIATION. The public restrooms located in the clubhouse, which take their access from outside the building, shall be open to the public at such times as CITY determines proper. -2- • • 4. ASSOCIATION shall be responsible to maintain the interior of the clubhouse and appurtenant facilities in good repair, to the satisfaction of the CITY'S Community Services Director. CITY shall be responsible to maintain and repair the exterior of the clubhouse and appurtenant exterior facilities, such as benches and concrete sidewalks. CITY shall also maintain those public restrooms which take their access from outside the clubhouse building. Whenever the clubhouse facility is used by any other group other than the ASSOCIATION, the group shall be responsible for cleaning the facility after its use and for the repair of any damages occurring during the use by the group. A deposit to insure that this cleaning or repair takes place may be required by the ASSOCIATION with the approval of CITY. ASSOCIATION shall be responsible for the repair of any damage caused by its members or their guests. Any damage caused by members of other groups using the clubhouse facilities shall be repaired at the expense of those groups. CITY shall be responsible for all other damage caused by CITY's use of the clubhouse. Use of the maintenance shed adjacent to the clubhouse facilities shall be shared on an equal basis by ASSOCIATION and CITY. Each party shall be equally responsible for the interior maintenance and repair of the maintenance shed. 5. All persons who conform to the following rules and regulations established by ASSOCIATION and approved by CITY, shall be permitted to use the bowling green facilities. Any amendment to these Rules and Regulations shall be approved by CITY prior to implementation. -3- a. Any person who is an experienced lawn bowler may use the bowling greens under playing conditions which have been established by ASSOCIATION for all players. Persons who are not experienced lawn bowlers shall not use the greens without prior approval by ASSOCIATION. A competent instructor furnished by the ASSOCIATION shall instruct beginners prior to their use of the greens, and a fee may be assessed for this instruction. b. The days and hours during which play shall be permitted on the greens shall be established by ASSOCIATION with due regard for the condition of the soil and the grass. Use of the greens shall not be permitted at times other than those approved by ASSOCIATION. c. Any person desiring to participate in lawn bowling shall apply for membership in ASSOCIATION and pay the established ASSOCIATION fees and dues. d. Priority of application to ASSOCIATION shall be the determining rule in placing persons in games on ordinary play days. Special consideration shall be given to tournament or visiting players with membership in another lawn bowling association. e. Unusually loud language shall not be permitted on the facilities. f. Rules of play as established by the American Lawn Bowling Association shall prevail except when modified by local rules or conditions. 6. ASSOCIATION shall maintain and shall be responsible for the maintenance of the bowling greens. The greens shall be maintained in good condition -4- and repair. CITY shall at its own cost, furnish all water necessary for this maintenance of the bowling greens. ASSOCIATION shall furnish at its own expense all necessary fertilizer and other supplies and equipment to maintain the bowling greens. 7. CITY agrees to pay to ASSOCIATION the sum of seven hundred fifty dollars ($750.00) per month to maintain the bowling greens. CITY and ASSOCIATION agree that this amount will be re -negotiated every five (5) years. 8. Any and all fees, dues or other funds collection by ASSOCIATION shall be used to defray the cost of maintaining the facilities and for such other activities related to the sport of lawn bowling as ASSOCIATION deems to be proper. CITY may inspect ASSOCIATION'S books upon request during normal business hours. 9. ASSOCIATION shall provide at its own expense and through insurance companies approved by CITY the following insurance coverage: a. General Comprehensive Commercial Liability Insurance in the minimum amount of one million dollars ($1,000,000.). The insurance policy shall name CITY as co-insured and shall provide annual Certificates of Insurance which shall protect CITY from any and all liabilities, suits and judgments arising from ASSOCIATION'S use and maintenance of the Premises during the entire term of this AGREEMENT. b. Appropriate Workman's Compensation Insurance coverage for any individual who is employed by ASSOCIATION to maintain clubhouse facilities. -5- 10. CITY shall maintain adequate fire and casualty insurance for the clubhouse facility. 11. a. ASSOCIATION shall indemnify, defend and hold harmless CITY from all claims, injuries, damages, losses, cost or expense, including costs of defense, arising out of, or in any way related to ASSOCIATION's use of the Premises and maintenance performed by ASSOCIATION or any of its agents pursuant to this Agreement. b. CITY shall indemnify, defend and hold harmless ASSOCIATION from all claims, injuries, damages, losses, cost or expense, including costs of defense, arising out of, or in any way related to CITY's use of the Premises and maintenance performed by CITY or any of its agents pursuant to this Agreement. 12. ASSOCIATION agrees that it shall not assign, mortgage, or hypothecate its interest under this AGREEMENT, nor shall it let or sublet the whole or any part of the facilities described herein, and any attempt to do so shall be void. This Agreement, or any interest therein, shall not be transferable by operation of law by reason of any bankruptcy, insolvency or receivership proceedings or attachment, execution or other judicial process or sale by or against ASSOCIATION. 13. Any and all improvements placed upon the Premises by ASSOCIATION which are in the nature of fixtures shall remain upon the Premises until the termination of this AGREEMENT and shall become the property of CITY. -6- 14. At all times during the term of this AGREEMENT CITY shall have the right to enter upon the Premises for the purpose of making such inspections as CITY may elect. 15. The Parties agree that CITY shall be responsible for any and all taxes assessed against the clubhouse facility itself. 16. This AGREEMENT represents the complete understanding between the Parties with respect to matters set forth herein; and no amendment or modification to this AGREEMENT shall be valid unless evidenced in writing and signed by the Parties hereto. 17. ASSOCIATION further agrees that in the use of the clubhouse facilities, it shall comply with all Federal, State, County and CITY laws, ordinances, statutes, rules and regulations relating thereto. 18. It is further mutually agreed by and between the Parties that should ASSOCIATION fail to perform any of the covenants, conditions or provisions of this AGREEMENT ASSOCIATION has agreed to perform, and such default not be remedied within ten (10) days after written notice, CITY may declare this Agreement terminated in whole or in part without further notice to ASSOCIATION. However, if the nature of ASSOCIATION's default is such that more than ten (10) days are reasonably required for its cure, then ASSOCIATION shall not be deemed in default if ASSOCIATION commenced, to cure within ten (10) day period and thereafter diligently pursued the cure to completion. -7- • If this AGREEMENT is terminated due to ASSOCIATION's default, CITY may at its option and without notice or demand to ASSOCIATION or any other person reenter and take possession of the Premises. IN WITNESS WHEREOF the parties hereto have set their hand the day and year as is first above written. APPROVED AS TO FORM: Robin L. Clauson Assistant City Attorney ATTEST: Of m . /(an9 City Clerk tlda16/98 F:1cat1Ag1NH lawnbowling1o52898.doc CITY OF _ WPORT BEACH By. , Mayor. Pro Tem for Thomas Cole Edwards, ayor NEWPORT HARBOR LAWN BOWLING ASSOCIATION By: t5 / Rita Thompson, P esident John Amies, Chairman Negotiation Committee -8- • • EXHIBIT A ..-... , ---.. ___ ........ , ......" ......m.... ........ , ..--. ......... .......... __. ,-...- -..-j. ........ , ......-- . .......... „... ........- ... ........ ........ -- ,--.. -- ...- ----. ___ ___ _ _. ___ ___ ___ _... __ -cr- • • AGREEMENT THIS AGREEMENT is made and entered into this 2 v7'H day of tlGyp [5R , 1973, by and between the CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY," and the NEWPORT HARBOR LAWN BOWLING ASSOCIATION, hereinafter referred to as "ASSOCIATION." WITNESSET H: WHEREAS, that portion of the San Joaquin Hills Park which is devoted to the sport of lawn bowling has been leased to the association for a period of twenty-five years commencing July 1, 1973; and WHEREAS, the ASSOCIATION has agreed to maintain the bowling greens in that park in a proper manner and CITY has agreed to furnish all water necessary for said maintenance; and WHEREAS, ASSOCIATION has constructed and proposes to donate to CITY a clubhouse on the leased premises of said park; and WHEREAS, it is desirable and necessary that the club- house facility be maintained in proper repair and be utilized in a manner which would benefit the citizens of the City of Newport Beach. NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES, it is mutually agreed by and between the parties hereto as follows: 1. ASSOCIATION hereby conveys, transfers, and assigns to the City all of its right, title and interest in and to all buildings, facilities, and improvements located in the San Joaquin Hills Park under the conditions as set forth in this Agreement. 2. The clubhouse facilities on the leased premises shall be for the primary use of the ASSOCIATION. During those periods when the clubhouse is not being utilized by ASSOCIATION, -1- 1 • s said facilities shall be available to recognized civic, cultural, and educational groups within the City as a place for conducting meetings of said groups. (The term "meeting" shall not be con- strued to include any activity which, by its nature, is likely to result in physical damage to the clubhouse facility.) ASSOCIA- TION shall be responsible for scheduling the use of these facilities. In the event a dispute as to the availability or the scheduling of these facilities arises between a potential user and the ASSOCIA- TION, the matter shall be referred to the City's.Director of Parks, Beaches & Recreation for settlement. CITY may reserve the use of the clubhouse facilities for any proper municipal purpose, provided reasonable notice has been given to ASSOCIATION of CITY's intent to use the facilities and provided such use does not significantly conflict with the activities of the ASSOCIATION. The public restrooms located in the clubhouse, which take their access from outside the building, shall be open to the public at such times as the CITY determines proper. 3. ASSOCIATION shall be responsible for the proper maintenance and repair of the interior of the clubhouse facili- ties, to the satisfaction of the CITY's Director of Parks, Beaches & Recreation. CITY shall be responsible for the proper mainte- nance and repair of the exterior of the clubhouse facility. In addition, CITY shall be responsible for the proper maintenance and repair of those public restrooms which take their access from outside the clubhouse building. Whenever the clubhouse facility is used by any group other than the ASSOCIATION, such group shall be responsible for cleaning the facility after such use and for the repair of any damages occurring during the use by said group. A deposit to insure that such cleaning or re- pair takes place may be required by the ASSOCIATION with the ap- proval of the CITY. ASSOCIATION shall be responsible for the repair of any damage to windows caused by its members or their -2 - guests. Any damage to windows caused by members of other groups using the clubhouse facilities shall be repaired at the expense of said groups. CITY shall be responsible for all other damage caused to windows. The maintenance shed adjacent to the club- house facilities shall be shared on an equal basis by ASSOCIA- TION and CITY. Each party shall be responsible for the interior maintenance and repair of said building. 4. ASSOCIATION shall provide at its own expense and through insurance companies approved by the CITY the following insurance coverage which may be combined with that coverage presently existing on the bowling greens leased to ASSOCIATION by CITY: A. General Comprehensive and Liability Insurance in the below stated minimum amount in which the insurance policy shall name the CITY as a co-insured and shall pro- tect CITY from any and all liabilities, suits and judg- ments during the entire term of this Agreement: Personal Injury - $100,000 per person. B. Appropriate Workman's Compensation Insurance coverage for any individual who is employed by ASSOCIATION to maintain the clubhouse facilities. 5. CITY shall maintain adequate fire and casualty insurance for the clubhouse facility. 6. Any and all improvements placed upon the facilities by ASSOCIATION which are in the nature of fixtures shall remain upon the premises until the termination of this Agreement and shall become the property of the CITY. 7. If default shall be made in any of the promises or conditions contained herein, CITY may at its option and at any time after such default or breach and without notice or demand to ASSOCIATION or any other person re-enter and take possession of the premises and remove all persons therefrom. -3- • • • 8. At all times during the term of this Agreement, CITY shall have the right to enter upon the clubhouse facilities for the purposes of making such inspections as the CITY may elect. 9. It is mutually agreed by and between the parties hereto that the CITY shall be responsible for any and all taxes assessed against the clubhouse facility itself. 10. It is further mutually agreed by and between the parties hereto as follows: A. That this document represents the complete understanding between the parties with respect to matters set forth herein; B. That no amendment or modification to this Agreement shall be valid unless evidenced in writing and signed by the parties hereto. 11. ASSOCIATION further agrees that in the use of the clubhouse facilities, it shall comply with all federal, state, county and city laws, ordinances, statutes, rules and regula- tions relating thereto. 12. It is further mutually agreed by and between the parties that should ASSOCIATION default in any of the Agree- ments herein, and such default not be remedied within ten days after written notice, CITY may declare this Agreement terminated in whole or in part without further notice to ASSOCIATION. IN WITNESS WHEREOF the parties hereto have set their hands the day ATTES ,a. City Clerk APPROVED AS TO FORM: and year (ass* City Attorney as is first above written. CITY OF NEWPORT BEACH r1 A42. 4 Mayor EWPORT HARBOR LAWN BOWLING ASS OGI,' TION `_ By: DRB dm 10/15/73 -4- Gz�Laz. OCT 291973 By the CITY COUNCIL OITV AC meeerefaorrRCMACH RESOLUTION NO. $ 11 8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE NEWPORT HARBOR LAWN BOWLING ASSOCIATION IN CONNECTION WITH THE DONATION OF A CLUBHOUSE FACILITY TO THE CITY WHEREAS, there has been presented to he City Council of the City of Newport Beach a certain contract between the City of Newport Beach and the Newport Harbor La Bowling Association in connection with the donation of clubhouse facility to the City and establishing regulatio s for its use; and WHEREAS, the City Council has considerhed the terms and conditions of said agreement and found themtobe fair and equitable and in, the best interests of the City NOW, THEREFORE, BE IT RESOLVED by the'. City Council of the City of Newport Beach that' said agreement above described is approved, and the Mayor and City Clerk are h�reby authorized, and directed to execute the same on behalf of t e City of Newport Beach. ADOPTED this 29th .day of October, 1473. Mayor ATTEST: City Clerk