10-0803_AMERICAN LEGION_License Agreement0
LICENSE AGREEMENT
E
THIS LICENSE AGREEMENT is made this 3rd day of August, 2010, by and
between the City of San Juan Capistrano, hereinafter referred to as "City", and
Licensee, American Legion, hereinafter referred to as "Licensee."
RECITALS:
WHEREAS, Licensee is a nonprofit organization dedicated to providing quality
social and organization services to a targeted population of San Juan Capistrano; and
WHEREAS, Licensee desires to utilize for administrative office purposes a
portion of the Old Fire Station Garage, located at 31411 La Matanza Street, Suite C;
and
NOW, THEREFORE, BE IT MUTUALLY RESOLVED BETWEEN CITY AND
LICENSEE AS FOLLOWS:
Section 1. Grant of License.
City hereby grants a license to Licensee for the purpose of an administrative
office only.
The portion of the Old Fire Station Garage, which is the subject of this License
grant, is shown in the Site Plan and Pictures attached as Exhibit "A", and incorporated
herein by reference.
Licensee is further entitled to make certain improvements. Any future
improvements desired by Licensee 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 two (2) additional
years, upon the mutual written agreement of both parties. In addition, Licensee is
hereby granted a 90 -day hold -over period with respect to the two (2) year term wherein
Licensee may remain upon the property for up to 90 days to accommodate any need
Licensee may have to transition to another property.
Section 3. Allowable Uses.
Licensee may not utilize the property for any other uses than those specifically
set forth in Exhibit "B," attached and incorporated herein by reference.
1
Section 4. 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.
Section 5. Maintenance. Repairs, and Improvements.
5.1 Reimbursement for City Maintenance and Utilities
Licensee shall reimburse City in the total amount of ninety-five dollars and
sixteen cents ($95.16) per month if City Council does not waive the monthly rental. This
amount includes 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 on a
quarterly basis. The check is to be made payable to the City of San Juan Capistrano.
Payments shall be submitted directly to the Community Services Department. If the
licensed premises are unusable due to damage or destruction, the license fee shall be
abated until the use of the designated space is restored
5.2 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 Licensee's expense. When vacating the premises, if Licensee 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 Licensee leaving the premises.
5.3 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 also accept responsibility for following Items:
Exterior Painting
Exterior Lighting
Roofing
Windows and Doors (excluding screen doors)
Exterior Wall Repair
HVAC
Plumbing
5.4 Custodial Responsibilities.
Licensee shall be responsible for office/storage room of the Old Fire
Station Complex garage.
2
0 0
5.5 Tenant Improvements.
Licensee shall summit to the Community Services Department, in writing,
any desired changes/improvements to office space in the Old Fire Station garage. This
shall include any modifications to existing walls, ceiling, flooring, and doors, lighting,
interior and exterior. 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 or Licensee. Furthermore, Licensee
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 6. Utilities.
Telephone and internet-related expenses are the sole responsibility of Licensee.
Licensee shall be responsible for opening/closing facility for installation, repairs, and/or
removal appointments. The City will incur electricity costs for the use of the office space.
Section 7. No License Consideration.
Except for the reimbursement required under Section 5, Licensee shall not be
required to pay a license consideration for the privilege of utilizing property described in
Exhibit "B."
Section 8. 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 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.
Section 10. Compliance with Law; E -Verify.
10.1 Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
10.2 E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland
Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen
3
0 0
days of the effective date of this Agreement to verify the employment authorization of
new employees assigned to perform work hereunder. Consultant shall verify
employment authorization within three days of hiring a new employee to perform work
under this Agreement. Information pertaining to the E -Verify program can be found at
http://www.uscis.gov, or access the registration page at https://e-verify.uscis.gov/enroll/.
Consultant shall certify its registration with E -Verify and provide its registration number
within sixteen days of the effective date of this Agreement. Failure to provide
certification will result in withholding payment until full compliance is demonstrated.
Section 11. 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.
11.1 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 periodProof of Insurance Requirements/Endorsement.
11.2 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.
11.3 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.
11.4 Indemnity.
Licensee 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
4
0 0
death of any persons arising out of Licensee's use of said facilities under the terms and
conditions of this License Agreement.
Section 12. Operations.
Licensee 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.
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.
Parking spaces adjacent to this facility shall be shared with VFW, Juaneno Band
of Mission Indians and the public. No parking spaces shall be reserved for Licensee. 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.
Facility is to be kept locked when not in use. Licensee must ensure the facility is
locked after use.
Licensee is responsible for all furniture, equipment, and supplies for this space
usage.
City shall issue keys to names provided by Licensee; all keys must be signed-out
in accordance with City procedure. When a person leaves Licensee's organization,
Licensee must return the key to City so that person's name can be removed from City
records. Licensee is not to re -issue any key to another member.
Section 13. Termination.
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.
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 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 with any cost to City.
Section 14. No Assignments.
Licensee 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
5
0
0
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 15. No Relocation Benefits.
This License is not intended to convey a property interest but to permit the
Licensee to use the property as provided for herein. The Licensee 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 Licensee might otherwise be entitled from the City
with regard to this License and the business operated on the property. The Licensee
shall not be entitled to relocation assistance, relocation benefits, or compensation for
loss of goodwill upon the termination of this License.
Section 16. 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 17. Notice.
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
To Licensee:
Matt Gaffney, American Legion Commander
32302 Camino Capistrano, Suite 212
San Juan Capistrano, CA 92675
Section 18. Attorneys' 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.
N
9 0
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written. I I
CITY OF
z
Dr. Londres Usb, Mayor
AMERICAN LEGION
Attached Exhibits: A. Site Plan and Pictures
B. Allowable Uses
EXHIBIT "A"
Old Fire Station Garagef 0
84ft
Location N Cityms
31421 La Matanza
C,^FhyH_Yr 4� }Mf. � I Fk�#ra 3r_^:mvai 7M' Int-fern'hn-n-mtirrt h^►n n kB thn .^Yn:Mrl-r? F''-M�r rn Yrn
c oMi i:tra• supe>ted 4i-<I_I kkc ense and kraw not b-- a:l>'z'ed e•c ek>k 61 Man: ed frf -mgtrk vrp -Ib: urt:
EXHIBIT "B"
Allowable Uses
Old Fire Station Garage
Licensee
Allowable Uses Include:
0
The maximum number of persons to be in this area atone 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.
P