1998-0818_BOYS & GIRLS CLUB OF CAPISTRANO VALLEY_Memorandum of UnderstandingMEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "MOU") is made this 18th day of August,
19989 by and between the City of San Juan Capistrano (hereinafter referred to as "City"),
and the Boys and Girls Club of Capistrano Valley, a non-profit corporation (hereinafter
referred to as the "Club").
RECITALS:
WHEREAS, City owns certain vacant real property (hereinafter referred to as the
"Site") located within the City's Sports Park Complex which is situated in the City of San
Juan Capistrano, County of Orange, State of California, and more particularly described
in the site plan attached as Exhibit "A" to this MOU; and
WHEREAS, Club has proposed to City a plan to construct a Boys and Girls Club
facility (hereinafter referred to as the "Club Facility") consisting of approximately Eleven
Thousand (11,000) square feet to be located on the Site; and
WHEREAS the Club proposes to construct the Club Facility from funds consisting
of approximately One Million Eight Hundred Thousand Dollars ($1,800,000) to be collected
from a major fund raising drive; and
WHEREAS, the Club proposes to lease the Site from City in order to provide the
land for the Club Facility;
NOW, THEREFORE, BE IT MUTUALLY RESOLVED between City and Club as
follows:
Section 1. The Site and Description of Club Facility.
The Site consists of that real property as depicted on the Site Plan, attached as
Exhibit "A", and incorporated herein by reference.
The Club Facility is proposed to consist of approximately Eleven Thousand (11,000)
square feet. A footprint of the Club Facility is depicted on Exhibit "A." The Site where the
Club Facility is proposed to be constructed is part of a larger parcel that will be used by
City for municipal purposes, including without limitation, a community center and a
gymnasium.
Section 2. Purposes and Uses of Club Facility.
The Site shall be leased to Club solely and exclusively for the purpose of
constructing, operating and maintaining the Club Facility to provide recreational and other
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social programs on a non-discriminatory basis to residents and other persons within the
Capistrano community pursuant to the bylaws, articles of incorporation and rules and
regulations of the Boys and Girls Club of Capistrano Valley as they currently exist or may
be amended in the future for the conduct of fund raising activities, and for such other
related or incidental purposes as may first be approved in writing by the City Manager.
The buildings and facilities to be built by Club are described for convenience on Exhibit
"B" attached hereto and incorporated herein by reference.
Section 3. City's Commitment to Grant a Lease Subiect to Terms of this
MOU/Funding Threshold Requirement.
City pledges that it shall enter into a lease with Club, providing mutual agreement
is reached between the parties on the terms of the leasehold, wherein the Site shall be
leased to the Club. This covenant is conditioned upon the condition precedent, however,
that Club shall raise through its fund raising drive the total sum of money equal to one-third
(113) the cost of constructing the Club Facility as described in this MOU. The Club
presently estimates that the total cost to complete the Club Facility is One Million Eight
Hundred Thousand Dollars ($1,800,000.) At such time as Club has reached a funding
commitment equal to one-third of the cost required to complete the Club Facility, then Club
shall provide written verification to City that Club has in its possession said funds.
Thereupon, City shall forthwith commence good faith negotiations with Club for the
purpose of consummating a leasehold arrangement between the parties.
The parties agree that the leasehold agreement shall contain a provision wherein
Club shall have secured funding commitments in a form and amount acceptable to City as
a condition precedent to City's grant of leasehold rights to Club.
Section 4. Term and Termination.
This MOU shall remain in full force and effect until such time as mutually rescinded
by the parties, or within two (2) years from date of execution of the MOU, whichever occurs
sooner.
Section 5. Subsequent Leasehold Performance Matters.
City and Club agree that the efficacious operation of the Club Facility is of
paramount importance to the parties because of the facility's proposed unique location
adjacent to the City's Community Center, a soon to be built gymnasium, and the City's
Sports Park complex. Accordingly, City and Club agree that, in the event the funding
commitment requirements of this MOU are met, a future lease of the Site to the Club shall
contain the following performance/default requirements:
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"Performance and Default Requirements.
1. Operational Issues.
In the event that the Club experiences significant operational problems,
including but not limited to a lack of proper facilities' maintenance, a consistent
pattern of unresolved conflicts between City and Club, significant decline of
program participation below established goals, and unreasonable and unresolved
police calls pertaining to Club Facility, then the City Council reserves the right to
consider initiating a process for the possible assumption of City interim day-to-day
club management for the purpose of insuring successful performance of the Club's
youth program.
The process shall be:
(a) The City Council may call for a hearing after giving written notice to
the Club for the purpose of requesting a Panel Review for any of the above -stated
operational problems.
"Panel Review" is defined to mean a Panel, consisting of two (2)
members of the City Council, two (2) members of the Club's Board of Directors, and
two (2) members of the Capistrano Unified School Board, which shall conduct one
or more meetings in compliance with the Brown Act in review of the question put to
it by the City Council.
(b) If, after conducting a hearing, the City Council votes by simple majority
of its entire membership to initiate a Panel Review, then a written statement of the
issue shall be transmitted to the Panel for review.
(c) The Panel may elect to recommend to the City Council and the Club
that the management be assumed, or not assumed by the City, or, in the alternative,
recommend other appropriate courses of action.
(d) Thereafter, the matter shall be heard by the City Council as soon as
reasonably practicable. The Council shall not vote to assume the day-to-day
management in the event that the Panel recommends against such an assumption
of management.
The Club shall be given a full opportunity to address the City Council
regarding this matter prior to the City Council making a final determination on the
issue.
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(e) In the event that the City Council unilaterally votes to assume the day-
to-day management of the Club on an interim basis and consistent with the steps
set forth herein, the City shall then deliver notice to the Club within twenty-four (24)
hours of such decision. The Club shall then take immediate steps to coordinate with
City.
In the event that the Club does not comply with this subsection, then
the leasehold shall be deemed to be void and forfeited by the Club.
2. Default.
Time and each of the terms, covenants and conditions hereof are expressly
made the essence of this Agreement.
If the Club shall fail to comply with any of the terms, covenants or conditions
of this Agreement, and shall fail to remedy such default within thirty (30) days after
service of a written notice from City, or to commence in good faith to remedy any
other default within thirty (30) days and thereafter diligently prosecute the same to
completion, or if Club shall abandon or vacate the leased Site, City may, at its
option, and without further notice or demand, terminate this Agreement and enter
upon the leased Site and take possession thereof, and remove any and all persons
therefrom with or without process of law."
The lease shall also contain a provision to be negotiated by City and Club relating
to the status of the title of the building improvements in the event of default of the
Agreement by the Club.
Section 6. Notices.
Any notices required to be given under this MOU may be served by depositing the
notice in the U. S. mail, first class mail, postage prepaid. Service shall be deemed
complete upon the fifth day following deposit in the mail. Notices shall be sent to:
To City:
City of San Juan Capistrano
City Manager
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
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To Club:
Boys and Girls Club of San Juan Capistrano
Executive Director
31371 EI Camino Real
San Juan Capistrano, CA 92675
Section 7. Entire Agreement.
This MOU comprises the entire understanding between City and Club concerning
the use and occupation of the Site and Club Facility and supersedes all prior negotiations,
representations, or agreements.
IN WITNESS WHEREOF, the parties hereto have executed this MOU as of the day
and year first written above.
ATTEST:
By: &Z
Cheryl Johnson; City Clerk
APPROVED AS TO F
in
John R. Shgjv, City Attorney
CITY OF SA�f- AJU N CAP,aSTRANO
o/
By:
Gil Jones; IVlayor
BOYS AND GIRLS CLUB OF
SAN JUAN CAPISTRANO
By:
4esWilliams, Executive Director
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