08-0115_AMERICAN LEGION_License Agreement0 0
LICENSE AGREEMENT
This License Agreement is made this 6 day of ��f 0 o C4 ( 008, by and
between the City of San Juan Capistrano, hereinafter referredt as "City", and
American Legion, hereinafter referred to as "American Legion."
RECITALS:
WHEREAS, American Legion is a nonprofit organization dedicated to providing
quality social and organization services to a targeted population of San Juan
Capistrano; and
WHEREAS, American Legion desires to utilize for administrative office purposes
a portion of the Old Firestation Garage, located at 31411 La Matanza Street, Suite C;
and
NOW, THEREFORE, BE IT MUTUALLY RESOLVED BETWEEN CITY AND
American Legion AS FOLLOWS:
Section 1. Grant of License.
City hereby grants a license to American Legion for the purpose of an
administrative office only.
The portion of the Old Firestation Garage, which is the subject of this License
grant, is specifically described in the Site Plan attached as Exhibits "A", and
incorporated herein by reference (the "property").
American Legion is further entitled to make certain improvements. Any future
improvements desired by American Legion must be submitted in writing to the City, and
then approved, in writing, by the City.
Section 2. Term of License.
The term of this License shall be two (2) years from the effective date of this
Agreement. The Agreement may be extended for up to a maximum of three (3)
additional years, upon the mutual written agreement of both parties.
Section 3. Facility Use Fees.
In consideration of American Legion's nonprofit status and its social services to
the City, the City agrees to provide a waiver of fees for the use of the Old Firestation
garage.
Page 1
0 0
Section 4. Allowable Uses.
American Legion may not utilize the property for any other uses than those
specifically set forth in Exhibit "A", attached and incorporated herein by reference.
Section 5. Utilities.
The City will be responsible for utilities and utility costs, except for telephone and
internet services.
Section 6. No License Consideration.
American Legion shall not be required to pay a license consideration for the
privilege of utilizing property described in Exhibit "A".
Section 7. Reservations to City.
City reserves the right to enter the property at any reasonable time for the
purpose of inspection and /or repairs for which the City is responsible, or to carry out
any municipal function. This right shall not be exercised in any manner which will
unreasonably interfere with American Legion's use of the premises.
Section B. Condition of Premises.
American Legion agrees to accept the property in "as is" condition, and agrees to
assume all further liability arising out of the condition of the property.
Section 9. Maintenance, Repairs, and Improvements.
9.1 Restoration Requirements.
In order to ensure that the facility is returned to its original condition at the
conclusion of this agreement, any damage resulting from use of this facility shall be
corrected at American Legion's expense. When vacating the premises, if American
Legion does not restore the premises to its original condition, the cost to restore the
premises will be invoiced for monies within thirty (30) days of American Legion leaving
the premises.
9.2 Repairs and Damages.
City shall be responsible for any major structural repairs to the premises,
including such items as leaking roofs, plumbing, and related improvements, providing
that the damage to be repaired has not been caused directly by American Legion's use
of the premises. City shall also accept responsibility for following Items:
Exterior Painting
Exterior Lighting
Roofing
Page 2
0
Windows and Doors (excluding screen doors)
Exterior Wall Repair
HVAC
Plumbing
9.3 Custodial Responsibilities.
American Legion shall be responsible for office/storage room of the Old
Firestation Complex garage.
9.4 Tenant Improvements.
American Legion shall summit to the Community Services Department, in writing,
any desired changes/improvements to office space in the Old Firestation garage. This
shall include any modifications to existing walls, ceiling, flooring, and doors, lighting,
interior and exterior. American Legion must receive written approval from City prior to
making any improvements or modifications to the facility. All improvements and their
maintenance shall be the financial responsibility or American Legion. Furthermore,
American Legion shall restore said premises back to its original condition at the end of
the Agreement, unless City provides written permission to leave improvement in place.
Section 10. Insurance/Indemnity.
Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
10.1 Comprehensive General Liability.
Throughout the term of this Agreement, American Legion shall maintain in
full force and effect Comprehensive General Liability coverage in the following minimum
amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
Page 3
0
10.2 Proof of Insurance Requirements/Endorsement.
American Legion shall submit the certificate of liability insurance, naming
the City as additional insured, and an additional insured endorsement to the City for
certification that the insurance requirements of this Agreement have been satisfied.
10.3 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be canceled,
nor the coverage reduced until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
10.4 Indemnity.
American Legion shall indemnify, save, and defend City, its elected and
appointed officials and employees harmless from and against any and all claims,
demands, suits, actions and proceedings, of any kind or nature, for damages to property
or injuries to or death of any persons arising out of American Legion's use of said
facilities under the terms and conditions of this License Agreement.
Section 11. Consideration.
A. America n Legion shall, at all times, keep City advised of the name, address,
and telephone number of the person responsible for the operation of the
aforesaid facility.
B. America n Legion shall, at all times, take and maintain the utmost caution and
care in every respect of its operation and shall observe and maintain the
highest standard of safety.
C. Parking spaces adjacent to this facility shall be shared with VFW, Juaneno
Band of Missions and the public. No parking spaces shall be reserved for
American Legion. All parking shall be in the lot. Additional parking is available
in the public lot, located at the corner of EI Horno and EI Camino Real. No on -
street parking allowed.
D. Facility is to be kept locked when not in use. American Legion must ensure
the facility is locked after use.
E. America n Legion is responsible for all furniture, equipment, and supplies for
this space usage.
F. City shall issue keys to names provided by American Legion; all keys must be
signed-out in accordance with City procedure. When a person leaves
American Legion's organization, American Legion must return the key to City
so that person's name can be removed from City records. American Legion is
not to re -issue any key to another member.
Page 4
0 0
Section 12. Termination.
A. City shall have the right to terminate this Agreement without cause by giving
ninety (90) days advance written notice of termination to the other party.
B. Upon t ermination of this Agreement, American Legion shall remove all
equipment and materials, clean the premises, and leave facility in a condition
substantially similar to that prevailing at the time of commencement of this
lease, with the exception of normal wear and tear, acts of God, and events
beyond control of American Legion. American Legion shall restore the
property to its original condition with any cost to City.
Section 13. No Assignments.
American Legion shall not assign this License or any interest herein, or sublet the
property or any part thereof, or license the use of all or any portion of the property or
business conducted therein or thereon, or encumber or hypothecate the property or this
License, without first obtaining the written consent of the City. Any assignment,
subletting, licensing, encumbering, or hypothecating of the property or this License
without such prior written consent of the City, shall be void and shall be cause for
immediate cancellation of this License by the City at its option.
Section 14. No Relocation Benefits.
This License is not intended to convey a property interest but to permit the
American Legion to use the property as provided for herein. The American Legion
acknowledges the rights granted by State and/or Federal Relocation Assistance Laws
and regulations and, notwithstanding any other provision of this License, expressly
waives all such present and future rights, if any, to which the American Legion might
otherwise be entitled from the City with regard to this License and the business
operated on the property. The American Legion shall not be entitled to relocation
assistance, relocation benefits, or compensation for loss of goodwill upon the
termination of this License.
Section 15. Entire Agreement.
This Agreement contains the entire Agreement of the parties hereto with respect
of the matters covered herein, and no other previous agreement, statement or promise
made by any party hereto which is not contained herein shall be binding or valid.
Section 16. Notices.
All notices, demands, consents, or other communications required to be given
under this agreement shall be accomplished by first class mail, postage prepaid, and
deposited in the U.S. mail, or personally served upon the other party.
Page 5
0
To City:
Karen Crocker, Community Services Director
City of San Juan Capistrano
25925 Camino del Avion
San Juan Capistrano, CA 92675
To American Legion:
Richard Hill Adams, American Legion Commander
33532 Valle Rd.
San Juan Capistrano, CA 92675
Section 17. Attorney's Fees.
0
In the event any legal action or proceeding is commenced to interpret or enforce
the terms of, or obligations arising out of this Agreement, or to recover damages for the
breach thereof, the party prevailing in any such action or proceeding shall be entitled to
recover from the non -prevailing party all reasonable attorney's fees, costs and
expenses incurred by the prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
0
rk
APPROVED AS TO FORM:
11/
1z
UAN CAPISTRANO
JoeAoto, Mayor
American Legion
By �v
hard Hi Adams, o ander
��%
EXHIBIT "A"
F.111156 Mi.
Old Firestation Garage
Located at 31411 La Matanza Street, Suite C
American Legion
Allowable Uses Include:
• The maximum number of persons to be in this area at one time is three (3).
• Type of activity to take place at this site is administrative/office functions.
• Storage of equipment and supplies is permitted only with the interior of the
office/storage area.
• Applicant shall have access to adjacent restroom facilities.
• Hours of office use available, Monday through Sunday, 8:00 a.m.-5:00 p.m.,
• No office space operations on the annual Swallows Day Parade.
Applicant may not utilize the property for any other uses than those specifically
established in the agreement.
Page 7