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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 c:lwpMn60lwpdocslagreelboysgrls.agr -1- M06M 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: c:lwpvwin601wpdocslagr+eclboysgrts.agr -2- 08/06/98 "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. c:\wpwinso\wpdocslagreelboysgds.agr -3- Q8 06M (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 c:lwpMn601wpdocslagreelboysgrls.agr -4- 08/06/98 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 c:\wpwin60\wpdws\agreeUwysgrls.agr -5- 08/06/98 AMk ___ 0 { A_1 o .$/l alVJS ----- --- - — ... _ �NVld dOOI- A311dA -ONddiSidVO :10emo SIEIIJ ONd SAGS N t tt tt tt U � tl � O z a CL U LL O m J C04 C.)z6 J�0 z �J W at Laos Z-0 CO)