14-0916_AMERICAN LEGION POST #721_License AgreementLICENSE AGREEMENT
This License Agreement ("License") is made this 16th day of September 2014
("Effective Date"), by and between the City of San Juan Capistrano ("City"), and the
American Legion Post #721, a non-profit corporation ("Licensee").
RECITALS:
WHEREAS, the Licensor is owner of certain real property located at 31411 and
31421 La Matanza, in the Old Fire Station Complex, and as further depicted in Exhibit
"A" and Exhibit "C," respectively, attached hereto and incorporated herein by reference;
and,
WHEREAS, the Licensee currently utilizes two building structures in the Old Fire
Station Complex. a portion of the garage, for the purpose of administrative use,
located at 31411 La Matanza Street; and the Nydegger Building, for the purpose of
assembly for one (1), four (4) hour meeting per month, located at 31421 La Matanza;
and,
WHEREAS, Licensee is a nonprofit organization dedicated to providing quality
social and organization services to a targeted population of San Juan Capistrano; and
WHEREAS, City desires to lease premises in the City of San Juan Capistrano to
conduct American Legion Post #721 business; under the terms and conditions set forth
in this License; and,
NOW, THEREFORE, CITY AND LICENSEE HEREBY AGREE AS FOLLOWS:
SECTION 1. GRANT OF LICENSE
City hereby grants a License to Licensee to continue to utilize the properties at
31411 and 31421 La Matanza, for the purpose of administrative use and monthly
meetings only.
The portion of the Old Fire Station Complex garage, and the Nydegger Building,
which is the subject of this License, is specifically described in the site plan attached
hereto as Exhibit "A" and Exhibit "C" respectively; and incorporated herein by this
reference ("License Area 1" references the portion of the garage and "License Area 2"
references the Nydegger Building). The Old Fire Station Complex, including any parking
areas, is referred to herein as the "Site."
Under this License, Licensee has the right and sole discretion to deal with and
manage members of the public who enter the License Area 1 and 2.
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Licensee represents that it is recognized by the State of California as a
501 (c) (3) non-profit organization. Licensee understands that its non-profit status is a
substantial inducement for the City to grant this License. Licensee agrees to maintain its
non-profit status as a condition of this License. Failure to maintain this non-profit status
shall be considered a breach of this License, subject to the termination provisions set
forth in Section 11 herein.
SECTION 2. ALLOWABLE USES
Unless Licensee obtains prior written approval from the Director of Community
Services pursuant to Section 10(a) of this License, Licensee shall not utilize the License
Area 1 and 2 for any uses than those specifically set forth in Exhibit °B" and Exhibit "D,"
respectively, attached hereto and incorporated herein by this reference.
SECTION 3. TERM AND TERMINATION OF LICENSE
The term of the License shall be four (4) years from the Effective Date. The
License may be renewed, upon the mutual written agreement of both parties. .
In addition, Licensee is hereby granted a 90 -day holdover period with respect to
the term, wherein, Licensee may occupy the License Area 1 and 2 for up to 90 days to
accommodate any need Licensee may have to move its operations to another location.
(a) This License may be terminated upon the default of one of the parties. In the
event of a dispute between the parties, the parties shall first meet and confer
regarding the matter. If the dispute cannot be resolved through a meet and
confer session within thirty (30) days of written notice of a default, then the
License may be unilaterally terminated by the non -defaulting party.
(b) City and Licensee shall have the right to terminate this License without cause
by giving ninety (90) days advance written notice of termination to the other
party.
(c) Upon termination of this License, Licensee shall, at Licensee's sole cost and
expense, remove all equipment and materials and restore the License Area to
its original condition, excepting only normal wear and tear, acts of God and
repairs required to be made by City hereunder.
SECTION 4. UTILITIES
City shall be responsible for the cost of gas, water and electrical fees in the
License Area 1 and 2. Telephone, television, cable or Internet services and any other
expenses related to these services are the sole responsibility of Licensee.
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Licensee shall be responsible for opening and closing the License Area 1 and 2.
Licensee shall be responsible for opening and closing the License Area 1 for
installation, repairs, and/or removal of these services. City staff will not meet vendors for
delivery, installation, repair, or removal appointments for License Area 1,
SECTION 5. COMPENSATION
Licensor and Licensee agree that the City shall waive any lease payment for
License Area 1 and 2 for the term of the License. .
SECTION 6. MAINTENANCE, REPAIRS, AND IMPROVEMENTS
(a) Restoration Requirement. City retains the right to require that Licensee
restore the License Area 1 to its condition prior to Licensee's occupancy
when Licensee vacates the License Area 1. If Licensee does not restore the
License Area 1 to the original condition upon vacating the Site, Licensee will
be provided (within thirty (301 days of vacating) with a written explanation of
restoration expenses, along with an invoice for these expenses. Licensee
shall pay this invoice within sixty (60) days of the postage date. Further, any
damage resulting from Licensee's use of the License Area 1 and 2 shall also
be corrected at Licensee's sole cost and expense.
(b) Repairs and Damages. City shall be responsible for any major structural
repairs to the Site, 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 Site. 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.
(c) Custodial Responsibilities. Licensee shall be responsible for all arrangements
and costs to provide custodial service to the License Area 1 and 2. City shall
be responsible for all arrangements to provide custodial service for the
restrooms on the Site.
Licensee shall be responsible for placing rubbish and recyclable materials in
the appropriate locked dumpster located on the Site. They shall further be
responsible for locking that dumpster after each use. This dumpster shall be
kept locked at all times when not in use.
(d) Tenant Improvements. Licensee shall submit to the Community Services
Department, in writing, any desired changes/improvements to the License
Area 1. 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
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to the License Area 1. All improvements and their maintenance shall be the
financial responsibility of Licensee.
SECTION 7. RESERVATIONS TO CITY
City reserves the right to enter the Site 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 License Area 1 and 2. The City will have a key to the
License Area 1 and 2, for emergency or maintenance purposes.
SECTION 8. CONDITION OF PREMISES
Licensee agrees to accept the License Area 1 in "as is" condition, and agrees to
assume all further liability arising out of the condition of the License Area 1, once a final
inspection is completed jointly by both parties.
SECTION 9. 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 lilt or better.
(a) Comprehensive General Liability_. Throughout the term of this License and
any holdover period, 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.
(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 License have been satisfied.
(c) Notice of Cancellation/Termination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled, nor the coverage's 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.
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(d) Indemnity. To the greatest extent allowed by law, Licensee shall indemnify,
protect, defend, and hold City and its elected and appointed officials and
employees harmless from and against any and all actions, suits, claims,
demands, judgments, attorneys' fees, costs, damages to persons or property,
losses, penalties, obligations, expenses or liabilities (herein "claims" or
"liabilities") that may be asserted or claimed by any person or entity arising
from or in connection with the willful misconduct or negligent acts, errors or
omissions of Licensee and its agents, representatives, contractors,
employees or volunteers relating to or arising from Licensee's operations,
programs, use, activities, work or things done, permitted or suffered by
Licensee on, in or about the Site or elsewhere and any and all claims, losses,
actions, damages and liabilities arising from breach or default in the
performance of any obligation on Licensee's part to be performed under the
terms of this License, or arising from any act or omission of Licensee, or any
of Licensee's agents, representatives, contractors, employees or volunteers,
including reasonable attorneys' fees and all costs incurred by City in such
action in connection herewith.
SECTION 10. CONDITIONS OF OPERATION FOR LICENSE AREA 1
(a) Licensee's hours of operation shall be limited to 8:00 a.m. to 5:00 p.m.,
Monday through Sunday. Allowable uses shall be limited to the uses set forth
in Exhibit "B." Subject to the advance written consent and approval of
Community Services Director in his or her sole and absolute discretion, and
subject to terms and conditions as may be prescribed by Community Services
Director (including but not limited to insurance and indemnity), the parties
may expand the hours of operation and the list of allowable uses.
(b) Licensee shall, at all times, keep City advised of the name, address, and
telephone number of the person responsible for Licensee's operations.
(c) Licensee shall, at all times, keep City advised of the name and telephone
number(s) of two persons who can be contacted in the event of an
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 a semi-annual performance report, due January 31 and
July 31 of each year, to the Community Services Director, in accordance with
City Council Policy 014. The report shall include:
1. Disclosure of all activities the Licensee has conducted both at the License
Area and in the community on an outreach basis.
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2. The number of citizens receiving benefits from activities, including
meetings, classes, events, services.
3. The city(s) of residence of citizens receiving benefits from activities,
including meetings, classes, events, services.
4. Description of any routine maintenance of the License Area.
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 the Site 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.
1. Attendees may park in the Old Fire Station Complex parking lot per
availability and the public parking lot on the corner of EI Horno Street and
El Camino Real.
2. All parking must be done in a legal manner (i.e. no double parking).
3. No attendee parking is permitted along either side of the streets of El
Horno and La Matanza. That area is to remain available for the residents
and their guests to park.
Licensee shall be responsible for ensuring that attendees park in the
permitted areas in a legal manner.
(g) Restrooms shall be kept locked when not in use. Licensee shall ensure
restrooms are locked after each use .and at the close of business daily, as
well as after special use at times other than during the regular business day.
(h) Licensee shall be responsible for all furniture, equipment, and supplies for the
License Area 1. All items brought in by Licensee shall be removed at the end
of the term of the License, including any applicable holdover period. Subject
to the holdover period set forth in Section 3 of this License, City does not
grant permission for items to remain in the facility once the term of the
License 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.
(a) Licensee's hours of operation shall be limited to four (4) hours per month,
between the hours of 5:00 p.m. to 9:00 p.m., on one Monday per month.
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Allowable uses shall be limited to the rases set forth in Exhibit "D". The
Licensee may NOT expand the hours of operation and the list of allowable
uses for any reason.
(b) Licensee shall, at all times, keep City advised of the name, address, and
telephone number of the person responsible for Licensee's operations.
(c) Licensee shall, at all times, keep City advised of the name and telephone
number(s) of two persons who can be contacted in the event of an
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)'Parking spaces adjacent to the Site shall be shared with other users of the
Old l=ire 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.
(f) Attendees may park in the Old Fire Station Complex parking lot per
availability and the public parking lot on the corner of El Horno Street and El
Camino Real.
(g) All parking must be done in a legal manner (i.e. no double parking).
(h) No attendee parking is permitted along either side of the streets of EI Horno
and La Matanza. That area is to remain available for the residents and their
guests to park.
Licensee shall be responsible for ensuring that attendees park in the
permitted areas in a legal manner.
(j) 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 License 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.
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(a) Notices. All notices, demands, consents, or other communications required to
be given under this License 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:
Cynthia Alexander, Community Services Director
City of San Juan Capistrano
25925 Camino del Avion
San Juan Capistrano, CA 92675
To Licensee:
Jason Huebner, Commander
CIO American Legion Post #721
31421 La Matanza
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 License, 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.
[SIGNATURE PAGE TO FOLLOW]
BE
IN WITNESS WHEREOF, the parties have executed this License on the day and year
first above written.
APPROVED AS TO FORM:
NAns V n Ligten, City Attorney
CITY OF SAN JUAN CAPISTRANO
By:
am Allevato, Mayor
AMERICAN LEGION POST #721
g
anon Huebner, Commander
Attached Exhibits: A. Site Diagram for a Portion of the Garage
B. Allowable Uses for a Portion of the Garage
C. Site Diagram for the Nydegger Building
D. Allowable Uses for the Nydegger Building
Garage
Offllce/ �",wrage
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EXHIBIT `B"
ALLOWABLE USES FOR A PORTION OF THE GARAGE
IN THE OLD FIRE STATION COMPLEX
(License Area 1)
31411 La Matanza
San Juan Capistrano, CA 92675
Allowable Uses Include:
• The maximum number of persons to be in the License Area 1 at one time is three
(3)•
• Type of activity to take place at the License Area 1 is administrative/office
functions.
• Storage of equipment and supplies is permitted only within the interior of the
License Area 1.
• Licensee shall have access to adjacent restroom facilities at the Site.
• Hours of office use. Monday through Sunday, 8:04 a.m.-5:00 p.m.
• The License Area 1 shall be closed on the annual Swallows Day Parade day.
Licensee may not utilize the License Area 1 for any uses other than those specifically
established in the License.
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Nydegger Buflding
CH'i Feral '.,tatr—
y egger Bu inn
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EXHIBIT "D"
ALLOWABLE USES FOR THE NYDEGGER BUILDING
IN THE OLD FIRE STATION COMPLEX
(License Area 1)
31421 La Matanza
San Juan Capistrano, CA 92575
Allowable Uses include:
® The maximum number of persons to be in the License Area 2 at one time is one
hundred and fifty (150).
• Type of activity to take place at the License Area is a gathering of American
Legion Post #721 members and potential members for meeting business.
Storage of equipment and supplies is NOT permitted in the interior of the License
Area 2.
Hours of office use: One Monday, every month, for four hours, during the hours
of 5:00 p.m. -9:00 PAm.
9 The License Area 2 shall be closed on the annual Swallows Day Parade day.
Licensee may not utilize the License Area 2 for any uses other than those specifically
established in the License.
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