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06-0905_CHAMBER OF COMMERCE_License Agreement• LICENSE AGREEMENT This License Agreement is made this 5th day of September, 2006, by and between the City of San Juan Capistrano, hereinafter referred to as "City" and the San Juan Capistrano Chamber of Commerce, a nonprofit corporation (hereinafter "Licensee"). RECITALS: WHEREAS, Licensee desires to utilize certain real property, which is a portion of the Old Fire Station Recreation Complex, located at 31421 La Matanza Street, commonly known as the "T.J. Meadows Building" for the San Juan Capistrano Chamber of Commerce's Offices; and WHEREAS, City desires to make available such facility to Licensee for such purposes under the terms and conditions set forth in this agreement. NOW, THEREFORE, BE IT MUTUALLY RESOLVED BETWEEN CITY AND LICENSEE AS FOLLOWS: Section 1. Grant of License. a.) City hereby grants a license to Licensee to utilize the T.J. Meadows Building for Chamber's business offices. b.) The T.J. Meadows Building, which is the subject of this License is specifically described in the Site Plan attached as Exhibit "A", incorporated herein by reference. c.) Under this License Agreement, Licensee has the right and sole discretion to deal with and manage members of the public who enter upon the premises occupied by Licensee. d.) Licensee represents that it is recognized by the State of California as a 501(c)(3) Not -for -Profit organization. Licensee understands that its nonprofit status is a substantial inducement for City to grant this License. Licensee agrees to maintain its nonprofit status as a condition of this License. Failure to maintain this nonprofit status shall be considered a breach of this License subject to the termination provisions provided for in Section 2 herein. Section 2. Term and Termination of License. Term. The term of this License shall be from the effective date of this Agreement until September 6, 2008. ME 0 0 Termination of License. (a) Notwithstanding the two-year term of this License, Licensor and Licensee mutually reserve the right to terminate this Agreement without cause at any time by providing ninety (90) days' advance written notice of termination to the other party. (b) Upon termination of this Agreement, Licensee shall remove all equipment and materials, clean the premises, and leave facility in a condition substantially similar to that prevailing at the time of the commencement of this lease, with the exception of normal wear and tear, acts of God, and events beyond control of Licensee. Licensee shall restore the property to its original condition without any cost to City. Section 3. Nature of Use and Activities Permitted under the License. Licensee may not utilize the property for any other uses than those specifically set forth in Exhibit B, incorporated herein by reference. Section 4. Utilities. Licensee shall be responsible for the cost of all utility services required in conducting business within the building space authorized under this Agreement. City shall not require sub -metering of authorized area and will establish a utility reimbursement formula based on Licensee's allocation of square footage occupied. Telephone/Television/Cable Television or Internet Services: Expenses related to any and all of these services are the sole responsibility of Licensee. Licensee shall be responsible for opening/closing facility for installation, repairs, and/or removal of these services. City staff will not meet vendor for delivery, installation, repair, or removal appointments. Section 5. No License Consideration. Licensee shall not be required to pay a license consideration for the privilege of utilizing property described in Exhibit A. Section 6. Use of Adjacent Complex Space. Licensee agrees and understands that City reserves the right to allow groups and individuals to utilize the Nydegger and Lacouage buildings. Licensee shall submit a facility use application to the Community Services Department for use of any other facilities at the Old Fire Station Complex. Licensee has permission to use these buildings only when in possession of a City -approved facility use application. -2- 0 i During the term of this agreement, usage fees will be required when Licensee requests use of City facilities other than the T.J. Meadows Building. Licensee's use of other City facilities shall be charged at the non-profit rate listed in the City's fee schedule, which is established by City Council Resolution. Section 7. Maintenance. Repairs, and Improvements (a) Reimbursement for City Maintenance and Utilities. Licensee shall reimburse City in the total amount of four hundred thirty-five dollars ($435.00) per month, which is equivalent to fifty cents (.50¢) per square foot. This amount shall consist of a reimbursement for landscaping and building hardscape maintenance services provided by the City, in addition to reimbursing the City for electricity, water, and natural gas usage. This reimbursement shall be made payable to City in advance of the first day of each month. The check is to be made payable to the City of San Juan Capistrano. The monthly reimbursement shall be submitted directly to the Community Services Department located at the Community Center. If the premises are unusable due to damage or destruction, the license fee shall be abated until the use of the designated space is restored. (b) Refundable Restoration Requirement: In order to ensure that the facility is returned to its original condition at the conclusion of this agreement, a refundable restoration deposit of $500 has been established. Any damage resulting from use of this facility shall be corrected at Licensee's expense. When vacating the premises, if Licensee does not restore the premises to its original condition, the cost to restore the premises shall be deducted from this deposit. The City shall provide Licensee with a written explanation of any deductions from the deposit and/or the refund of the deposit within thirty (30) days of Licensee leaving the premises. In the event that the costs exceed the deposit, Licensee shall be invoiced for the outstanding restoration costs. All monies remaining after restoration is completed shall be refunded to Licensee. (c) 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 Licensee's use of the premises. City shall accept responsibility for the following items: Exterior painting, exterior lighting, roofing, windows and doors (excluding window treatment and screen doors), exterior wall repair, HVAC, plumbing. (d) Custodial Responsibilities. Licensee shall be responsible for all arrangements and costs to provide custodial service to the T.J. Meadows Building. City shall be responsible for custodial service for the restrooms in the Lacouague Building. WE i 0 Licensee and/or the custodial staff shall be responsible for placing rubbish and recycle materials in the appropriate locked dumpster located on site. They shall further be responsible for locking that dumpster after each use. This dumpster is to be kept locked at all times when not in use. (e) Tenant Improvements. Licensee shall submit to the Community Services Department, in writing, any desired changes/improvements to the T.J. Meadows Building. This shall include any modifications to existing walls, ceiling, windows, flooring, doors, lighting, interior, exterior, etc. Licensee 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 of Licensee. Section 8. Inspection and 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, plus all requisite building permits is responsible, or to carry out any municipal function. This right shall not be exercised in any manner, which will unreasonably interfere with Licensee's use of the premises. Section 9. Condition of Premises. Licensee agrees to accept said facility in "as is" condition, and agrees to assume all further liability arising out of the condition of such facility, once a final inspection is completed jointly by both parties. Section 10. Insurance and Hold Harmless 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. (a) Comprehensive General Liability. Throughout the term of this Agreement, Licensee 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. 0 0 (b) Proof of Insurance Requirements/Endorsement. Licensee 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. (c) Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be canceled, nor the coverages 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. (d) Indemnity. Licensee agrees to indemnify, protect, defend, and hold harmless City, its elected and appointed officials, and employees from any and all claims, demands, causes of action, damages, costs and expenses, including attorneys' fees, for damages to property, injuries or death of any persons arising out of Licensee's use of said facility under the terms and conditions of this Agreement. Section 11. Conditions of Operation. (a) The Administrative hours for Licensee's offices shall be restricted to no earlier than 8:00 am and no later than 9:00 pm, Monday through Friday. The Chamber's business hours open to the general public will be limited to 9:00 am to 5:00 pm, Monday through Friday. Weekend and evening usage will be discouraged. Attendance at the T.J. Meadows Building shall be limited to no more than 10 people at any one time. (b) Licensee shall, at all times, keep City advised of the name, address, and telephone number of the person responsible for the operation of the Chamber of Commerce's Business Offices. (c) Licensee shall, at all times, keep City advised of the name and telephone number(s) of two persons who can be contacted at times of emergency. (d) Licensee 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. (e) Licensee shall submit an annual performance report, due June 30 each year to the Community Services Director in accordance to City Council Policy 014. The report shall include: 1. Disclosure of all activities the Licensee has conducted both at the facility and in the community on an outreach basis; 2. The number of citizens receiving benefits from activities, including meetings, classes, events, services; -5- 0 3. The city of residence of citizens receiving benefits from activities, including meetings, classes, events, services; 4. Description of any routine maintenance of premises; 5. Proof of the Licensee's continued non-profit status; 6. Information on the total revenue received by the Licensee during the reporting period, and disclosure of the sources of that revenue. (f) Parking spaces adjacent to this facility shall be shared with other users of the Old Fire Station Recreation Complex. No parking spaces shall be reserved for Licensee. City shall retain the right to exclusive use of parking spaces for City business at any time. (g) Restrooms are to be kept locked when not in use. Licensee must ensure restroom is locked after each usage and at the close of business daily, as well as after special usage at times other than during the regular business day. (h) Licensee is responsible for all furniture, equipment, and supplies for this space usage. All items brought in by Licensee must be removed at the end of the term of the agreement. City does not grant permission for items to remain in the facility once the term of the agreement ends. (i) City shall issue keys to the individuals whose names are provided by Licensee; all keys must be signed-out in accordance with City procedure. When a person leaves Licensee's program, Licensee must return the key to City so that person's name can be removed from City records. Licensee is not permitted to re- issue any key. Section 12. Entire Aureement. This Agreement contains the entire Agreement of the parties hereto with respect to 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 13. General Provisions. (a) 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. To City: Karen Crocker, Community Services Director City of San Juan Capistrano 25925 Camino del Avion San Juan Capistrano, CA 92675 -6- 0 0 To Licensee: San Juan Chamber of Commerce Attn: Executive Director 31421 La Mantanza Street San Juan Capistrano, CA 92675 (b) Attorney's Fees. 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. CITY OF SAN JUAN CAPISTRANO f David M. tMertflin, ffayor SAN JUAN CAPISTRANO CHAMBER OF COMMERCE 4arles S. Varga, President ATTEST: APPR.OVED AS TO FORM: John R. Shaw, City Attorney Attached Exhibits: A. Site Diagram B. Allowable Uses C. Proposed Tenant Improvements -7- Exhibit A Site Diagram T.J. Meadows Building 31421 La Matanza Street 38'- b^ 38'- 6' 41 Exhibit B Allowable Uses The Administrative hours for Licensee's offices shall be restricted to no earlier than 8:00 am and no later than 9:00 pm, Monday through Friday. The Chamber's business hours open to the general public will be limited to 9:00 am to 5:00 pm, Monday through Friday. Weekend and evening usage will be discouraged. Attendance at the T.J. Meadows Building shall be limited to no more than 10 people at any one time. Licensee shall confine use of the T.J. Meadows Building to indoor usage of the building only. Assembly or gathering on the lawn area located on Matanza Street is not permitted. • Licensee shall have access to the common area for use of the restrooms. Licensee may not utilize the property for any other uses than those specifically established in this License Agreement. Exhibit C Proposed Tenant Improvements Proposed Tenant Improvements include*: • Installation and monitoring of security alarm system. • Exterior Signage. • Window Treatments • Carpet/Flooring Replacement. * Licensee to receive City -approval and permits prior to work beginning on any improvement Note: Licensee shall be responsible for the purchasing, installation, upkeep, repairs, and removal/restoration associated with all City -approved tenant improvements. Licensee shall be responsible for opening/closing facility for installation, repairs, and/or removal of these improvements. City staff will NOT meet vendor(s) for delivery, installation, repair, or removal appointments. -10- 9/5/2006 AGENDA REPORT `-a D10 l3 TO: Dave Adams, City Managerp FROM: Douglas Dumhart, Economic Development Manager SUBJECT: Consideration of License Agreement for the Use of the T.J. Meadows Building as the San Juan Capistrano Chamber of Commerce's offices - 31421 La Matanza Street. RECOMMENDATION: By motion, approve the License Agreement for the Use of the T.J. Meadows Building at 31421 La Matanza Street as the San Juan Capistrano Chamber of Commerce's offices for $435.00 per month through September 6, 2008. SUMMARY: The Chamber of Commerce has been seeking additional assistance from the City to offset its expenses associated with providing Community Promotions and Visitors Information to the community. The Chamber represents it incurs approximately $50,000 in expenses annually to provide such services. The City and Chamber of Commerce have a funding assistance agreement for Fiscal Year 2006-2007 in the amount of $26,000. During the discussion for renewal of the funding agreement a commitment was made to assist the Chamber in finding alternative space for their office to off -set the expenses of their rent. Two alternatives were proposed. Alternative one was sharing space in the former Pac- Bell building which currently houses the EI Camino Real Theatre. Alternative two was use of the T.J. Meadows building, which formerly housed the Community Services Department staff. The alterations required at the Pac Bell building to accommodate space for the Chamber and be accessible to the public were deemed unfeasible although the location was more desirable. The T.J. Meadows building was inspected by Chamber and City staff for suitability for Chamber offices. It was concluded that the building was similar in square footage, required no additional alterations for public accessibility, and was conducive to conducting the Chamber's business activities. A License Agreement has been prepared that outlines the terms for use of the T.J. Meadows building by the Chamber for the City Council's consideration and is provided as Attachment 1 to this report. Agenda Report • - 2 - • September 5, 2006 BACKGROUND: On November 9, 1994 the City acquired fee title to the Old Fire Station Complex located on the corner of La Matanza Street and EI Horno Street for the continuing operations of the City's Community Services Department which is principally responsible for the City's park and recreation programs. In 1997/98 the City completed the construction of the Community Center. All staff operations for Community Services were relocated to the new facilities with the exception of the Director and his administrative assistant who remained at the T.J. Meadows building. The remainder of the Old Fire Station complex has been used as additional resources for the community and to meet service group's demand for meeting space. With the departure of the previous Community Services Department Head in 2003 and the retirement of his administrative assistant the T.J. Meadows building vacant has been vacant since March 2005. The Chamber of Commerce's office presently occupy approximately 800 square feet. The T.J. Meadows building is approximately 860 square feet. A License Agreement has been drafted containing the terms and conditions for such an arrangement. The salient points of the License are: 1. Term is for two year's from date of execution until September 6, 2008. License can be terminated anytime with 90 days' notice. 2. Chamber of Commerce shall pay the city a monthly reimbursement fee for exterior maintenance and utilities in the amount of $435.00. 3. Chamber of Commerce is responsible for interior custodial maintenance and utilities necessary for conducting business. 4. Hours of operation limited to 9:00 a.m. — 5:00 p.m. Monday — Friday, for general public business hours and 8:00 a.m. — 9:00 p.m. for administrative operational hours. Weekend and evening usage is discouraged and building shall be limited to no more than 10 occupants' at any one time. 5. Chamber of Commerce is permitted use of restrooms at the Lacougue building. All other facilities at the old fire station complex must be reserved through community services with the requisite usage fee. 6. Chamber shall Insure and Indemnify the City. Qommunity Outreach The draft License Agreement was shared with neighbors that reside within 300 feet of the T.J. Meadows Building. A meeting was held at the Lacougue Building on August 21, 2006 to receive the neighbors' input on the proposed use and terms of the License Agenda Report • - 3 - • September 5, 2006 Agreement. Only one couple who reside directly across the street from the T.J. Meadows building attended. They voiced support for the Chambers use of the building BOARD/COMMISSION REVIEW: Not applicable. FINANCIAL CONSIDERATIONS: Chamber of Commerce shall reimburse City in the total amount of four hundred thirty- five dollars ($435.00) per month, which is equivalent to fifty cents (50¢) per square foot. This amount shall consist of a reimbursement for landscaping and building hardscape maintenance services provided by the City, in addition to reimbursing the City for electricity, water, and natural gas usage. This reimbursement is to be made payable to City in advance of the first day of each month. The check is to be made payable to the City of San Juan Capistrano. The monthly reimbursement shall be submitted directly to the Community Services Department located at the Community Center. In order to ensure that the facility is returned to its original condition at the conclusion of this agreement, a refundable restoration deposit of $500 has been established. Any damage resulting from use of this facility shall be corrected at Licensee's expense. When vacating the premises, if Licensee does not restore the premises to its original condition, the cost to restore the premises shall be deducted from this deposit. NOTIFICATION: Notification of this Agenda Report was sent to all property owners within 300 feet of the T.J. Meadows Building by the City Manager's Office. RECOMMENDATION: By motion, approve the License Agreement for the Use of the T.J. Meadows Building at 31421 La Matanza Street as the San Juan Capistrano Chamber of Commerce's offices for $435.00 per month through September 6, 2008. Respectfully submitted] a,e.eX '0000 Douglas D. Dumhart Economic Development Manager Attachment 1. License Agreement with the Chamber of Commerce • • LICENSE AGREEMENT This License Agreement is made this 5`h day of September, 2006, by and between the City of San Juan Capistrano, hereinafter referred to as "City" and the San Juan Capistrano Chamber of Commerce, a nonprofit corporation (hereinafter "Licensee"). RECITALS: WHEREAS, Licensee desires to utilize certain real property, which is a portion of the Old Fire Station Recreation Complex, located at 31421 La Matanza Street, commonly known as the "T.J. Meadows Building" for the San Juan Capistrano Chamber of Commerce's Offices; and WHEREAS, City desires to make available such facility to Licensee for such purposes under the terms and conditions set forth in this agreement. NOW, THEREFORE, BE IT MUTUALLY RESOLVED BETWEEN CITY AND LICENSEE AS FOLLOWS: Section 1. Grant of License. a.) City hereby grants a license to Licensee to utilize the T.J. Meadows Building for Chamber's business offices. b.) The T.J. Meadows Building, which is the subject of this License is specifically described in the Site Plan attached as Exhibit "A", incorporated herein by reference. c.) Under this License Agreement, Licensee has the right and sole discretion to deal with and manage members of the public who enter upon the premises occupied by Licensee. d.) Licensee represents that it is recognized by the State of California as a 501(c)(3) Not -for -Profit organization. Licensee understands that its nonprofit status is a substantial inducement for City to grant this License. Licensee agrees to maintain its nonprofit status as a condition of this License. Failure to maintain this nonprofit status shall be considered a breach of this License subject to the termination provisions provided for in Section 2 herein. Section 2. Term and Termination of License. Term. The term of this License shall be from the effective date of this Agreement until September 6, 2008. -1- ATTACHMENT 11 0 0 Termination of License. (a) Notwithstanding the two-year term of this License, Licensor and Licensee mutually reserve the right to terminate this Agreement without cause at any time by providing ninety (90) days' advance written notice of termination to the other party. (b) Upon termination of this Agreement, Licensee shall remove all equipment and materials, clean the premises, and leave facility in a condition substantially similar to that prevailing at the time of the commencement of this lease, with the exception of normal wear and tear, acts of God, and events beyond control of Licensee. Licensee shall restore the property to its original condition without any cost to City. Section 3. Nature of Use and Activities Permitted under the License. Licensee may not utilize the property for any other uses than those specifically set forth in Exhibit B, incorporated herein by reference. Section 4. Utilities. Licensee shall be responsible for the cost of all utility services required in conducting business within the building space authorized under this Agreement. City shall not require sub -metering of authorized area and will establish a utility reimbursement formula based on Licensee's allocation of square footage occupied. Telephone/Television/Cable Television or Internet Services: Expenses related to any and all of these services are the sole responsibility of Licensee. Licensee shall be responsible for opening/closing facility for installation, repairs, and/or removal of these services. City staff will not meet vendor for delivery, installation, repair, or removal appointments. Section 5. No License Consideration. Licensee shall not be required to pay a license consideration for the privilege of utilizing property described in Exhibit A. Section 6. Use of Adiacent Complex Space. Licensee agrees and understands that City reserves the right to allow groups and individuals to utilize the Nydegger and Lacouage buildings. Licensee shall submit a facility use application to the Community Services Department for use of any other facilities at the Old Fire Station Complex. Licensee has permission to use these buildings only when in possession of a City -approved facility use application. -2- 0 0 During the term of this agreement, usage fees will be required when Licensee requests use of City facilities other than the T.J. Meadows Building. Licensee's use of other City facilities shall be charged at the non-profit rate listed in the City's fee schedule, which is established by City Council Resolution. Section 7. Maintenance. Repairs, and Improvements (a) Reimbursement for City Maintenance and Utilities. Licensee shall reimburse City in the total amount of four hundred thirty-five dollars ($435.00) per month, which is equivalent to fifty cents (.50¢) per square foot. This amount shall consist of a reimbursement for landscaping and building hardscape maintenance services provided by the City, in addition to reimbursing the City for electricity, water, and natural gas usage. This reimbursement shall be made payable to City in advance of the first day of each month. The check is to be made payable to the City of San Juan Capistrano. The monthly reimbursement shall be submitted directly to the Community Services Department located at the Community Center. If the premises are unusable due to damage or destruction, the license fee shall be abated until the use of the designated space is restored. (b) Refundable Restoration Requirement: In order to ensure that the facility is returned to its original condition at the conclusion of this agreement, a refundable restoration deposit of $500 has been established. Any damage resulting from use of this facility shall be corrected at Licensee's expense. When vacating the premises, if Licensee does not restore the premises to its original condition, the cost to restore the premises shall be deducted from this deposit. The City shall provide Licensee with a written explanation of any deductions from the deposit and/or the refund of the deposit within thirty (30) days of Licensee leaving the premises. In the event that the costs exceed the deposit, Licensee shall be invoiced for the outstanding restoration costs. All monies remaining after restoration is completed shall be refunded to Licensee. (c) 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 Licensee's use of the premises. City shall accept responsibility for the following items: Exterior painting, exterior lighting, roofing, windows and doors (excluding window treatment and screen doors), exterior wall repair, HVAC, plumbing. (d) Custodial Responsibilities. Licensee shall be responsible for all arrangements and costs to provide custodial service to the T.J. Meadows Building. City shall be responsible for custodial service for the restrooms in the Lacouague Building. -3- Licensee and/or the custodial staff shall be responsible for placing rubbish and recycle materials in the appropriate locked dumpster located on site. They shall further be responsible for locking that dumpster after each use. This dumpster is to be kept locked at all times when not in use. (e) Tenant Improvements. Licensee shall submit to the Community Services Department, in writing, any desired changes/improvements to the T.J. Meadows Building. This shall include any modifications to existing walls, ceiling, windows, flooring, doors, lighting, interior, exterior, etc. Licensee 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 of Licensee. Section 8. Inspection and 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, plus all requisite building permits is responsible, or to carry out any municipal function. This right shall not be exercised in any manner, which will unreasonably interfere with Licensee's use of the premises. Section 9. Condition of Premises. Licensee agrees to accept said facility in "as is" condition, and agrees to assume all further liability arising out of the condition of such facility, once a final inspection is completed jointly by both parties. Section 10. Insurance and Hold Harmless Indemnitv. 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. (a) Comprehensive General Liability. Throughout the term of this Agreement, Licensee 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. -4- 0 0 (b) Proof of Insurance Requirements/Endorsement. Licensee 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. (c) Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be canceled, nor the coverages 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. (d) Indemnity. Licensee agrees to indemnify, protect, defend, and hold harmless City, its elected and appointed officials, and employees from any and all claims, demands, causes of action, damages, costs and expenses, including attorneys' fees, for damages to property, injuries or death of any persons arising out of Licensee's use of said facility under the terms and conditions of this Agreement. Section 11. Conditions of Operation. (a) The Administrative hours for Licensee's offices shall be restricted to no earlier than 8:00 am and no later than 9:00 pm, Monday through Friday. The Chamber's business hours open to the general public will be limited to 9:00 am to 5:00 pm, Monday through Friday. Weekend and evening usage will be discouraged. Attendance at the T.J. Meadows Building shall be limited to no more than 10 people at any one time. (b) Licensee shall, at all times, keep City advised of the name, address, and telephone number of the person responsible for the operation of the Chamber of Commerce's Business Offices. (c) Licensee shall, at all times, keep City advised of the name and telephone number(s) of two persons who can be contacted at times of emergency. (d) Licensee 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. (e) Licensee shall submit an annual performance report, due June 30 each year to the Community Services Director in accordance to City Council Policy 014. The report shall include: Disclosure of all activities the Licensee has conducted both at the facility and in the community on an outreach basis; The number of citizens receiving benefits from activities, including meetings, classes, events, services; -5- 11 • 3. The city of residence of citizens receiving benefits from activities, including meetings, classes, events, services; 4. Description of any routine maintenance of premises; 5. Proof of the Licensee's continued non-profit status; 6. Information on the total revenue received by the Licensee during the reporting period, and disclosure of the sources of that revenue. (f) Parking spaces adjacent to this facility shall be shared with other users of the Old Fire Station Recreation Complex. No parking spaces shall be reserved for Licensee. City shall retain the right to exclusive use of parking spaces for City business at any time. (g) Restrooms are to be kept locked when not in use. Licensee must ensure restroom is locked after each usage and at the close of business daily, as well as after special usage at times other than during the regular business day. (h) Licensee is responsible for all furniture, equipment, and supplies for this space usage. All items brought in by Licensee must be removed at the end of the term of the agreement. City does not grant permission for items to remain in the facility once the term of the agreement ends. (i) City shall issue keys to the individuals whose names are provided by Licensee; all keys must be signed-out in accordance with City procedure. When a person leaves Licensee's program, Licensee must return the key to City so that person's name can be removed from City records. Licensee is not permitted to re- issue any key. Section 12. Entire Agreement. This Agreement contains the entire Agreement of the parties hereto with respect to 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 13. General Provisions. (a) 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. To City: Karen Crocker, Community Services Director City of San Juan Capistrano 25925 Camino del Avion San Juan Capistrano, CA 92675 -6- 0 0 To Licensee: San Juan Chamber of Commerce Attn: Executive Director 31421 La Mantanza Street San Juan Capistrano, CA 92675 (b) Attorney's Fees. 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. CITY OF SAN JUAN CAPISTRANO David M. Swerdlin, Mayor SAN JUAN CAPISTRANO CHAMBER OF COMMERCE arles S. Varg resident ATTEST: Meg Monahan, City Clerk APPROVED AS TO FORM: — k k_�� John . Sha , ity Attorney Attached Exhibits: A. Site Diagram B. Allowable Uses C. Proposed Tenant Improvements -7- E Exhibit A Site Diagram E T.J. Meadows Building 31421 La Matanza Street 38'• 6" 38% 6" 19:10 0 0 Exhibit B Allowable Uses The Administrative hours for Licensee's offices shall be restricted to no earlier than 8:00 am and no later than 9:00 pm, Monday through Friday. The Chamber's business hours open to the general public will be limited to 9:00 am to 5:00 pm, Monday through Friday. Weekend and evening usage will be discouraged. Attendance at the T.J. Meadows Building shall be limited to no more than 10 people at any one time. • Licensee shall confine use of the T.J. Meadows Building to indoor usage of the building only. Assembly or gathering on the lawn area located on Matanza Street is not permitted. • Licensee shall have access to the common area for use of the restrooms. Licensee may not utilize the property for any other uses than those specifically established in this License Agreement. Exhibit C Proposed Tenant Improvements Proposed Tenant Improvements include*: • Installation and monitoring of security alarm system. • Exterior Signage. • Window Treatments • Carpet/Flooring Replacement. * Licensee to receive City -approval and permits prior to work beginning on any improvement Note: Licensee shall be responsible for the purchasing, installation, upkeep, repairs, and removal/restoration associated with all City -approved tenant improvements. Licensee shall be responsible for opening/closing facility for installation, repairs, and/or removal of these improvements. City staff will NOT meet vendor(s) for delivery, installation, repair, or removal appointments. -10- Resident 31501 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31371 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31401 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31471 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31482 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31432 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31392 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31351 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 0 Resident 31344 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31381 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31421 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31481 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31462 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31422 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31382 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 0 Resident 31361 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31391 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31431 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31492 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31452 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31412 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31461 LA CALERA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31321 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31322 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31381 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31392 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31422 EL CAMINO REAL SAN JUAN CAPISTRANO, CA 92675 Resident 31345 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31372 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31411 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31451 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31325 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31346 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31382 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31415 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31440 EL CAMINO REAL SAN JUAN CAPISTRANO, CA 92675 Resident 31326 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31355 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31407 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31461 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident 31332 ANDRES PICO RD SAN JUAN CAPISTRANO, CA 92675 Resident 31375 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31386 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31402 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31452 EL CAMINO REAL SAN JUAN CAPISTRANO, CA 92675 Resident 31376 DON JUAN AVE SAN JUAN CAPISTRANO, CA 92675 Resident 31351 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31401 EL HORNO ST SAN JUAN CAPISTRANO, CA 92675 Resident 31471 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 Resident Resident Resident 26821 ACJACHEMA ST 26811 ACJACHEMA ST 31481 LA MATANZA ST SAN JUAN CAPISTRANO, CA 92675 SAN JUAN CAPISTRANO, CA 92675 SAN JUAN CAPISTRANO, CA 92675 • 32400 PASEO AD�LANTO SAN JUAN CAPISTRANO, CA 92675 (949) 4931171 (949) 4931053 Fvc www.sanjuancapi.vtrano.org TRANSMITTAL life]; Charles Varga, President Chamber of Commerce 31421 La Matanza Street San Juan Capistrano, CA 92675 mmoPnrtu • [suumm 1961 1776 FROM: Maria Guevara, Deputy City Clerk (949) 443-6309 RE: License Agreement MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE BATHOATE WYATT HART JOE SOTO DAVID M. SWERDLIN An original, executed agreement, related to the use of a portion of the Old Fire Station Recreation Complex, is enclosed for your records. Thank you for maintaining current documentation with our office related to meeting insurance requirements. If you have questions concerning the agreement, please contact Douglas D. Dumhart, Economic Development Manager (949) 443-6316. Our office can assist you with questions related to insurance documentation cc. Douglas D. Dumhart, Economic Development San Juan Capistrano: Preserving the Past to Enhance the Future 3 Printed on 100%Recycled Paper