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23-0620_BOYS & GIRLS CLUB OF CAPISTRANO VALLEY_E13_Agenda ReportCity of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Matisse Reischl, Assistant to the City Manager PREPARED BY: Kristen Hauptli, Senior Management Analyst DATE: June 20, 2023 SUBJECT: Memorandum of Understanding with the Boys & Girls Clubs of Capistrano Valley for Afterschool Programming, Summer Day Camps, and Shared Restroom Use; and, Finding Said Action is Exempt from the California Environmental Quality Act (CEQA) Per Section 15061(b)(3). RECOMMENDATION: 1. Approve and authorize the City Manager to execute a Memorandum of Understanding with the Boys & Girls Clubs of Capistrano Valley for afterschool programming, summer day camps, and shared restroom use for a five year term with one optional five-year extension; and, 2.Find that the proposed action is exempt from the California Environmental Quality Act pursuant to State CEQA Guidelines Section 15061(b)(3) DISCUSSION/ANALYSIS: Since 1997, the Boys & Girls Clubs of Capistrano Valley (BGCCV), a 501(c)(3) non-profit organization, has provided youth afterschool recreation programming at its Via Positiva facility located adjacent to the City’s Community Center (25925 Camino Del Avion). Following a fundraising campaign, the BGCCV constructed the existing Via Positiva facility and leases the land at no cost from the City. In addition to the lease, the City and BGCCV entered into a 2016 Memorandum of Understanding (MOU) to define the terms to remodel the City’s gymnasium restrooms for shared use between the public and BGCCV members and, in 2018, the City and BGCCV entered into a Professional Services Agreement (PSA) for aftershool recreation programming. 6/20/2023 E13 City Council Agenda Report June 20, 2023 Page 2 of 3 Under the exisiting PSA, the BGCCV afterschool academic and recreational programming operates Monday through Friday, 2:00 p.m. until 6:00 p.m., with extended hours for teens on Fridays until 10:00 p.m. Last year, BGCCV enrolled 685 members in the afterschool program at the Via Positiva facility, 479 of whom were San Juan Capistrano residents, representing the largest user group served at the site. Additionally, the BGCCV offers transportation services for members residing in the Capistrano Villas neighborhood and near San Juan Elementary School. In addition to providing afterschool programs, the current PSA allows BGCCV to utilize the City’s gymnasium for before-school care and summer camp programming. Under the exisiting PSA, the City contributes $78,058 annually to support BGCCV programming. The current BGCCV PSA will expire on June 30, 2023, and for efficiency, staff proposes consolidating the provisions of the exisiting MOU and PSA into one new Memorandum of Understanding. The real property lease would remain unchanged as a separate agreement. Pursuant to City Council direction at the May 16, 2023, budget workshop, the proposed Memorandum of Understanding (Attachment 1) includes an additional $25,000 annual City funding contribution to support BGCCV programming for a total annual contribution of $103,058. According to BGCCV, the additional funding contribution will increase academic support services, mental health services, provide personnel wage increases, and allow for security upgrades. Staff recommends the City Council approve and authorize the City Manager to execute the proposed five-year agreement, with an optional five-year extension. FISCAL IMPACT: The City’s annual funding contribution is included in the proposed Fiscal Year 2023-24 operating budget. ENVIRONMENTAL IMPACT: In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. A Professional Services Agreement with the BGCCV to provide an afterschool recreation and summer day camp program would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW: • On May 16, 2023, the City Council directed staff to increase the BGCCV annual contribution by $25,000 in the Fiscal Year 2023-24 operating budget. City Council Agenda Report June 20, 2023 Page 3 of 3 • On September 4, 2018, the City Council approved a Professional Services Agreement with BGCCV for the operation of afterschool recreation programming. • On May 13, 2016, the City Council formally accepted BGCCV’s donation of services and supplies necessary to complete the restroom remodel project and directed staff to develop an agreement for shared use of the restrooms. This agreement was formalized in the August 22, 2016, Memorandum of Understanding between the City and BGCCV. • On May 17, 2016, the City Council approved a Second Amendment extending the Personal Services Agreement with the BGCCV for two years. • On November 5, 2013, the City Council approved a First Amendment extending the Personal Services Agreement with the BGCCV for two years and reducing the BGCCV gymnasium rental rate to $14 per hour. • On August 7, 2012, the City Council approved a Personal Services Agreement with the BGCCV for ten months. • The City Council annually approved an agreement for afterschool recreation programming at the Via Positiva BGCCV location from 1997 through 2011. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: • On August 20, 2018, the Parks, Recreation, Senior and Youth Services Commission recommended that the Council approve the Professional Services Agreement with the BGCCV of Capistrano Valley for three years with two optional one-year extensions. NOTIFICATION: Nicole Watson, Associate Executive Director, Boys & Girls Clubs of Capistrano Valley Gabriella Littlejohn, Area Director, Boys & Girls Clubs of Capistrano Valley ATTACHMENTS: Attachment 1: Proposed Memorandum of Understanding MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY This Memorandum of Understanding (this “MOU”) is entered into this _______ day of __________, 2023, by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (hereinafter the "City") and BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY, a Youth Development Agency (a 501(c)(3) corporation) (hereinafter "BGCCV"). The City and BGCCV are sometimes individually referred to as a "Party" and collectively as the "Parties" in this MOU. RECITALS: A.City accepted BGCCV’s offer to build an expanded youth facility of approximately 11,000 sq. ft. (hereinafter referred to as the "BGCCV Facility") from private funds, and to that end the Parties entered into a real property lease dated June 1, 1999 (the “Master Leasehold Agreement"), providing for the lease of City land to BGCCV and BGCCV's construction of the BGCCV Facility in accordance with the Site Plan attached to the Master Leasehold Agreement. The associated lease had a term of 25 years with an option to extend for an additional 25 years. A copy of the Master Leasehold Agreement is attached hereto as Exhibit “B” and incorporated herein by this reference. B.BGCCV completed construction of the BGCCV Facility as of May 31, 2000. C.In 2001, the City constructed a community gymnasium adjacent to the BGCCV Facility. D.On March 6, 2007, the Parties entered into an amendment to the Master Leasehold Agreement (the “Amended Lease Agreement”) to include the approximately 7,000-square foot Teen Center and to amend the term of the Master Leasehold Agreement, extending the initial term to expire 25 years from March 6, 2007. A copy of the Amended Lease Agreement is attached hereto as Exhibit “C” and incorporated herein by this reference. E.On August 22, 2016, the Parties entered into a Memorandum of Understanding (the “2016 MOU”), whereby the City accepted BGCCV’s donation of services and supplies necessary to complete the restroom project which created restrooms designated for public use (“Public Restrooms”) and upgraded restrooms designated for use by Club members (“BGCCV Restrooms”) and provided for maintenance of the Public Restrooms and ATTACHMENT 1 2 BGCCV Restrooms. A copy of the 2016 MOU is attached hereto as Exhibit “C” and incorporated herein by this reference. F.Section 2 of the Master Leasehold Agreement provides that, as needed, the Parties will enter into one or more memoranda of understanding to further define specific obligations of the Parties with respect to common area maintenance and related matters. G.BGCCV has the necessary qualifications to provide an afterschool recreation program for youth at the Boys & Girls Clubs of Capistrano Valley (the “Afterschool Recreation Program”). H.On September 4, 2018, the Parties entered into a Professional Services Agreement for the operation of the Afterschool Recreation Program (the “Professional Services Agreement”), which provided for the use of the City’s gymnasium and funding support provided by the City. A copy of the Professional Services Agreement is attached hereto as Exhibit “D” and incorporated herein by this reference. I.On August 30, 2019, the Parties entered into a First Amendment to the Professional Services Agreement to modify date inconsistencies and grant a fee waiver for use of the gymnasium for Fiscal Years 2019–2023 (the "First Amendment”). A copy of the First Amendment is attached hereto as Exhibit “E” and incorporated herein by this reference. J.On June 24, 2021, the Parties entered into a Second Amendment to the Professional Services Agreement to extend its term by an additional ten (10) months. A copy of the Second Amendment is attached hereto as Exhibit “F” and incorporated herein by this reference. K.On June 30, 2022, the Parties entered into a Third Amendment to the Professional Services Agreement to extend its term by an additional ten (10) months. A copy of the Third Amendment is attached hereto as Exhibit “G” and incorporated herein by this reference. L.The Parties desire to enter into this MOU to revoke the 2016 MOU and to establish the terms for use of the Parties’ respective facilities and BGCCV’s services as described herein. AGREEMENT: NOW, THEREFORE, BE IT RESOLVED BETWEEN THE CITY AND BGCCV AS FOLLOWS: 1.Recitals. The recitals are true and correct and are incorporated hereby this reference as though fully set forth herein. 2.Prior Agreements Rescinded. The 2016 MOU and the Professional Services Agreement, as amended, are hereby terminated, and the terms of this MOU and the 3 Master Leasehold Agreement, as amended, shall be the sole and exclusive controlling Agreements reflecting the ongoing relationship between the Parties. 3. Term. The term of this MOU shall be five (5) years, with an option to extend for an additional five (5) years, upon the mutual written agreement of both parties. 4. BGCCV Duties and Responsibilities. 4.1. BGCCV shall utilize the BGCCV Facility exclusively for the purpose of providing afterschool recreational and other social programs pursuant to BGCCV’s Articles of Incorporation, Bylaws, the Master Leasehold Agreement, and applicable law. Expansion of permitted uses is governed by Section 2(c) of the Master Leasehold Agreement. 4.2. BGCCV Recreational Program and Hours. BGCCV shall provide a high quality, comprehensive afterschool recreation program (the "Program") for school-age children, subject to annual membership fees, that shall include the following: 4.2.1. The Program will be conducted Monday through Friday. 4.2.2. Eligible attendees/registrants are children ages seven (7) through eighteen (18) (each a “Program Member”). 4.2.3. The hours of operation are Monday through Thursday, 7:00 a.m. to 7:00 p.m., and Friday, 7:00 a.m. to 6:00 p.m. This schedule may be modified to accommodate school minimum days, holidays, or other activities. 4.2.4. At no cost to the City, BGCCV shall provide and fund transportation services to and from the Program for children attending San Juan Elementary School and those residing in the neighborhood of the Capistrano Villas. 4.2.5. BGCCV shall provide and fund transportation for Program Members, at no cost to the City, to and from local attractions and events for Program Members. 4.2.6. BGCCV shall encourage Program Members to participate in Citywide events, including, but not limited to, the San Juan Summer Nites Concert Series, City Fourth of July events, the City Christmas Tree Lighting, the City’s Spring Eggstravaganza, and, upon the City’s written request, any other or new event. 4.2.7. BGCCV shall supply all equipment and supplies needed to conduct the Program. All equipment and supplies shall be in good, operable, and safe condition. 4.2.8. BGCCV shall obtain and maintain a release of liability/waiver form for each Program Member in a form approved of by the City. 4.2.9. BGCCV may use City facilities for implementation of Program activities, as agreed upon in writing by the Parties. However, other City programs have priority to use such City facilities. Programs hosted by BGCCV in City facilities may be cancelled on occasion in the event of a conflict with a City program. The City will make every effort to provide BGCCV with sufficient 4 notice of such cancellation. The Parties acknowledge that, in the event of an emergency, advance notice may not be possible. 4.3. Teen Center Operational Requirements. 4.3.1. BGCCV will monitor the parking lot and all exterior areas outside its facilities, including but not limited to the BGCCV facility, through one or more exterior camera systems. BGCCV shall ensure that one or more staff members actively monitor such camera feeds immediately before, during, and after Program hours and events. Program Members waiting to be picked up by an authorized guardian shall be required to wait inside the building. 4.3.2. Evening Events. 4.3.2.1. BGCCV shall ensure that Program Members’ arrival at and departure from the Community Center complex for any events occurring outside regular hours (i.e. special evening events) are restricted to specific times. BGCCV shall ensure that only Program Members attend the special evening events. 4.3.2.2. BGCCV shall hire private security for any special evening events, unless BGCCV seeks and receives advance written authorization from the City waiving this requirement for a particular event. The City is not obligated to waive this requirement and may approve or deny such waiver at its sole and absolute discretion. BGCCV shall be solely responsible for the cost of providing such private security. Waiver of this requirement for one or more events does not waive this requirement for any other event at any other time, whether of the same or different kind. 4.4. Parking. 4.4.1. BGCCV shall ensure that all employees, guests, parents, guardians, and Program Members park in designated parking areas as shown on Exhibit “A,” attached hereto and incorporated herein by this reference. When possible, BGCCV shall offer drive-thru drop off/pickup accommodations for Program Members. 4.4.2. BGCCV shall keep the designated parking areas well-lit, safe, clean, and free of debris. 4.5. Lobby Area. 4.5.1. BGCCV shall keep the lobby area free and clear and shall not permit any Program Members' equipment and personal belongings to be stored there. 4.6. BGCCV Gymnasium. 4.6.1. Gymnasium hours of use. 4.6.1.1. During the school year, BGCCV may use the gymnasium: for before- school care and activities, from 7:00 a.m. to 8:00 a.m. each weekday; for youth sport programs, between 2:00 p.m. and 6:00 p.m. on Mondays, Wednesdays, and Fridays and between 1:00 p.m. and 4:00 5 p.m. on Tuesdays and Thursdays. All hours of availability are subject to use by the City for another City program. City shall give BGCCV first priority of access to half of the gym and use of outdoor fields when not being used for programming by the City. 4.6.1.2. Other than during the school year, BGCCV may use the gymnasium on a schedule as agreed upon by the City in writing. 4.6.1.3. At all times, City reserves priority use of the gymnasium for use by or in other City programs, classes, and/or events, during which time BGCCV may not make use of the gymnasium. 4.6.2. BGCCV shall only use the City's gymnasium for basketball, volleyball, and callisthenic/aerobic fitness activities (i.e. yoga). A foam ball may be used that is no larger than six inches in diameter. Any other proposed uses require prior written approval from the Community Services Department. The following are prohibited within the gymnasium: (1) inflatable and/or oversized bounce house-like products or activities; (2) the use of any ball other than basketballs and volleyballs; and (3) kicking any type of ball. 4.6.3. BGCCV is permitted use of the divider curtain, bleachers, and basketball hoops (together the “Gymnasium Infrastructure”). The City shall provide training to the BGCCV Athletic Director on proper use of the Gymnasium Infrastructure. Only City authorized BGCCV personnel that have completed City training on Gymnasium Infrastructure shall be authorized access to the control features and are permitted set up of the Gymnasium Infrastructure. BGCCV shall ensure that no unauthorized person, including but not limited to any Program Member, uses the control features or sets up the Gymnasium Infrastructure. 4.6.4. BGCCV may use the gymnasium during the hours set forth in Section 4.6.1.1 at no charge. Any use of the gymnasium outside the hours set forth in Section 4.6.1.1 is at the sole discretion of City and the City may charge a fee for such use. 4.6.5. BGCCV may use a portion of Storage Room Two, located in the City’s gymnasium. The storage room may only be used to store athletic and outdoor game equipment. At all times, BGCCV must maintain the storage room at all times to allow access sufficient for a clear walk path and otherwise be compliant with all building and safety code requirements, whether local, state, or federal. BGCCV staff are only permitted access to Storage Room Two. BGCCV may add a locker or storage cabinet to hold BGCCV equipment. BGCCV shall not permit any Program Member to enter any storage room at any time or for any reason. City is not responsible for items stored in or on City property, including items lost to theft and/or damage. 4.6.6. No food or drinks, other than water, are allowed in the gymnasium. BGCCV shall clean up any water spills immediately. 6 4.7. Equipment and Members’ Belongings. BGCCV shall ensure that BGCCV equipment and Program Members’ personal belongings are stored only in designated locations. 4.8. Utilities and Maintenance. 4.8.1. BGCCV shall be solely responsible for payment of utilities for BGCCV’ Facility. 4.8.2. BGCCV shall be responsible for all costs of maintenance and any additional services required as a result of BGCCV’s use of the gymnasium and the BGCCV facility, including pest control, janitorial services, power washing, and other related services. 4.8.3. BGCCV Restrooms. 4.8.3.1. BGCCV shall be solely financially responsible for restroom maintenance, plumbing, and janitorial services of BGCCV Restrooms. This includes any maintenance or service costs for all building plumbing serving BGCCV Restrooms. BGCCV shall be solely financially responsible for any plumbing, maintenance, or janitorial services for the entire building if such costs were (in the City’s sole judgment) necessary to respond to, remedy, or abate damage originating in BGCCV Restrooms, whether caused (in the City’s sole judgment) by malfunction, lack of maintenance, or misfeasance in or of BGCCV Restrooms, and whether caused by BGCCV staff, any Program Member, or any member of the general public. 4.8.3.2. BGCCV shall ensure that Program Members use the BGCCV restrooms and not Public Restrooms. 4.8.3.3. BGCCV shall not permit BGCCV Restrooms to be accessible to the public. BGCCV shall direct members of the general public to use the Public Restrooms. 4.8.3.4. BGCCV shall lock BGCCV Restrooms when the gymnasium is not being used for Program activities. BGCCV shall provide a copy to the City of any and all key(s) necessary to access BGCCV Restrooms. 4.8.3.5. The City has the right, but not the obligation, to monitor, maintain, and inspect BGCCV Restrooms. BGCCV shall fully reimburse the City for all such maintenance costs. The City is not responsible for monitoring, maintaining, or inspecting BGCCV Restrooms. 4.8.3.6. To deter usage by the public, BGCCV may install, at its sole cost and expense, signage on the door leading from the gymnasium to the BGCCV Restrooms. Such signage must be submitted in writing to the Community Services Department and approved before installation. 4.9. Damage to City Property. BGCCV shall be financially responsible for any damage to the City Property arising directly out of BGCCV usage of such areas or adjacent areas. This includes, but is not limited to, damage to the gymnasium, plumbing, lobby, patio, courtyard, outside field space, parking lot, and Community Center. 7 In the event such damage does occur, BGCCV shall be responsible for full payment of the City’s insurance deductible. 4.10. Security and Club Access. 4.10.1. The City permits the maintenance and replacement of BGCCV’s existing safety cameras on the exterior of the complex at BGCCV’s sole expense. No additional safety cameras shall be installed by BGCCV without the City’s written approval. 4.10.2. Upon request, BGCCV shall provide the City access to and copies of all recordings and/or data created by and/or stored in BGCCV’s safety cameras. 4.10.3. BGCCV shall supply the City with copies of all keys and/or access codes used in connection with the BGCCV facility. 4.11. Reports. BGCCV shall provide the following reports to City: 4.11.1. Accident/Incident Reports. BGCCV shall report to the City any accident or incident occurring before, during, or after any Program activities of which BGCCV or any of its employees becomes aware. Reports shall be completed and submitted to the City within twenty- four (24) hours of the events described. 4.11.2. Facility Damage Report. BGCCV shall report to City any damage to the BGCCV Facility, the gymnasium, or any other City property within twenty-four (24) hours of such damage or its discovery by BGCCV or any of its employees. 4.11.3. Year-end Report. BGCCV shall provide a year-end summary to the City by January 15 of each calendar year. The year-end summary shall include the following data for the previous year, broken down as follows: 4.11.3.1.1. The number of registered members; 4.11.3.1.2. The amount spent per member; 4.11.3.1.3. The cost of membership per member; 4.11.3.1.4. An annual Pro Forma spreadsheet by month; 4.11.3.1.5. A copy of the monthly calendar of events and special activities; and 4.11.3.1.6. A summary of all Accident/Incident Reports and all Facility Damage Reports. 4.11.4. Inspection of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by BGCCV and made available to the City for inspection at all reasonable times during the term of this MOU and for ten (10) years from the date of final payment under this MOU. 5. City Duties and Responsibilities 8 5.1. Parking Area. The City shall be financially responsible for the maintenance and repair of the adjacent parking area that serves the City and the BGCCV Facility. 5.2. Maintenance and Janitorial Services. The City shall be responsible for maintenance and janitorial services for the gymnasium, lobby, and Public Restrooms, except for any costs and expenses caused by BGCCV, any Program Member, or the use of the BGCCV Restrooms. 5.3. Compensation to BGCCV by City. In full consideration for the operation of the Program, inclusive of all expenses, the City shall pay BGCCV an amount not to exceed the sum of $103,058 annually. BGCCV shall submit to the City an invoice reflecting one-twelfth of such amount on a monthly basis ("Monthly Invoice"). The City shall pay all uncontested amounts reflected on such Monthly Invoice within ninety (90) calendar days. 5.4. Site Visits. The City shall have the right to access the gymnasium, the BGCCV Facility, the BGCCV Restrooms, and any part thereof at any time during the term of this MOU, without prior notice to BGCCV. The City shall not hinder the normal operation of BGCCV’s services. The City shall enter the BGCCV Facility using the front entrance, when feasible. 6. Reciprocal Use of Facilities and Sharing of Common Area Maintenance. 6.1. Reciprocal Use in General. The City and BGCCV agree that there shall be reciprocal use of the BGCCV Facility, City Community Center, City Gymnasium, City Lobby, CitySports Park, and Outdoor Courtyard, consistent with the provisions of this MOU. Damages that occur as a result of use by either Party, its employees, agents, permittees, or invitees will be the sole responsibility and expense of such Party. 6.2. Facility Application Process. Either Party desiring to use the other's facilities shall first submit a timely facility use application. Approval shall be subject to the discretion of the Party based upon such factors as scheduling conflicts, prioritization of programming, and general impact on facility usage and programming. 6.3. Costs. BGCCV and the City agree to mutually share certain designated BGCCV and City facilities at no cost to either Party. 6.4. Special Events. Special events which require after hours City staffing are subject to the facility application process and City may charge BGCCV applicable fees. 7. BGCCV’s Employees. The Parties agree that BGCCV’s employees exclusively serve BGCCV and advance BGCCV’s purpose, and are not entitled to any rights or benefits afforded to the City’s employees. Any personnel performing services under this MOU on behalf of BGCCV, including but not limited to consultants and volunteers, are also not be employees of the City, and shall at all times be under BGCCV’s exclusive direction and control. BGCCV’ shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this MOU, and as required by law. BGCCV’ shall be responsible for all reports and obligations respecting such additional personnel, including but not limited to Social Security taxes, 9 income tax withholding, unemployment insurance, disability insurance, and worker’s compensation insurance. 8. Insurance. 8.1. BGCCV shall not commence or continue Program operations until the City has received proof of insurance required under this section. In addition, BGCCV shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 8.2. Commercial General Liability. BGCCV shall take out and maintain, during the performance of all work under this MOU, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 8.2.1. Coverage for Commercial General Liability insurance shall be at least as broad as the following: 8.2.1.1. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. 8.2.1.2. Commercial General Liability Insurance must include coverage for the following: 8.2.1.2.1. Bodily Injury and Property Damage 8.2.1.2.2. Personal Injury/Advertising Injury 8.2.1.2.3. Premises/Operations Liability 8.2.1.2.4. Products/Completed Operations Liability 8.2.1.2.5. Aggregate Limits that Apply per Project 8.2.1.2.6. Explosion, Collapse and Underground (UCX) exclusion deleted 8.2.1.2.7. Contractual Liability with respect to this Contract\ 8.2.1.2.8. Broad Form Property Damage 8.2.1.2.9. Independent Contractors Coverage 8.2.2. The policy shall contain no endorsements or provisions limiting coverage for any of the following: (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability. Nor may such policy contain any other exclusion contrary or inimical to this MOU. 8.2.3. The policy shall give the City, its officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. 8.2.4. The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by 10 the City, and provided that such deductibles shall not apply to the City as an additional insured. 8.2.5. Automobile Liability. 8.2.5.1. At all times during the performance of the work under this MOU, BGCCV shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. 8.2.5.2. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). 8.2.5.3. The policy shall give the City, its officials, officers, employees, agents, and City-designated volunteers additional insured status. 8.2.5.4. Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. 8.2.6. Worker’s Compensation/Employer's Liability. 8.2.6.1. If BGCCV intends to employ employees to perform services under this Agreement, BGCCV shall obtain and maintain, during the term of this Agreement, Worker’s Compensation in the statutory amount as required by state law and Employer’s Liability Insurance in the minimum amount of one million dollars ($1,000,000) per accident or disease. Operator shall require its worker’s compensation insurer to endorse the policy to waive subrogation in favor of the City. 8.2.7. BGCCV Sexual Abuse and Molestation Liability. Throughout the term of this MOU, BGCCV shall maintain in full force and effect Sexual Abuse and Molestation Liability coverage in an amount not less than two million dollars ($2,000,000) per occurrence / four million dollars ($4,000,000) general aggregate. Coverage may be provided as part of general liability coverage, or as a separate policy. 8.3. Minimum Policy Limits Required. 8.3.1. The following insurance limits are required for the MOU: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury, and property damage 11 Automobile Liability $5,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Sexual Abuse & Molestation Liability $2,000,000 per occurrence $4,000,000 aggregate Workers’ Compensation $1,000,000 8.3.1.1. Defense costs shall be payable in addition to all limits. 8.3.1.2. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this MOU. 8.4. Evidence Required. Prior to execution of the MOU, BGCCV shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. 8.5. Policy Provisions Required. BGCCV shall provide the City at least thirty (30) days’ prior written notice of cancellation of any policy required by this MOU. If any of the required coverage is cancelled or expires during the term of this MOU, BGCCV shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. 8.6. The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that BGCCV's policy is primary insurance and that any insurance, self-insurance, or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. 8.7. The retroactive date (if any) of each policy is to be no later than the effective date of this MOU. BGCCV shall maintain such coverage continuously for a period of at least three years after the completion of the work under this MOU. BGCCV shall purchase a one (1) year extended reporting period if: (a) the retroactive date is advanced past the effective date of this MOU; (b) the policy is cancelled or not renewed; or (c) the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this MOU. 8.8. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its 12 officials, officers, employees, agents, and volunteers or shall specifically allow BGCCV or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. BGCCV hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 8.9. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. 8.10. Further the limits set forth herein shall not be construed to relieve BGCCV from liability in excess of such coverage, nor shall it limit BGCCV's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the MOU or law. 8.11. Qualifying Insurers. 8.11.1. All policies required shall be issued by acceptable insurance companies, as determined by the City, and shall satisfy the minimum requirements set forth in this Section 8. 8.11.2. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 8.12. Additional Insurance Provisions. 8.12.1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by BGCCV, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by BGCCV pursuant to this MOU, including but not limited to, the provisions concerning indemnification. 8.12.2. If at any time during the life of the MOU, any policy of insurance required under this MOU does not comply with these specifications or is canceled and not replaced, the City has the right, but not the obligation, to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by BGCCV. In the alternative, the City will withhold amounts sufficient to pay premium from BGCCV payments. Further in the alternative, the City may cancel this MOU. 8.12.3. The City may require BGCCV to provide complete copies of all insurance policies in effect for the duration of the Program. 8.12.4. Neither the City nor any of its officials, officers, employees, agents, or volunteers shall be personally responsible for any liability arising under or by virtue of this MOU. 9. Indemnification. To the fullest extent permitted by law, BGCCV shall defend (with counsel of City's choosing), indemnify, and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, 13 demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors, omissions, or willful misconduct of BGCCV, its officials, officers, employees, subcontractors, contractors, volunteers, or agents in connection with the performance of the BGCCV's services, the Program, or this MOU, including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses. BGCCV's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by BGCCV, the City, its officials, officers, employees, agents, or volunteers. BGCCV’s indemnity obligations shall survive the termination of this MOU. 10. Termination. In the event of a Party’s alleged default in the performance of its obligations under this MOU, the Parties agree that there shall be an informal meet and confer process wherein the Parties communicate in writing as to the perceived default and how the default can be resolved. If the matter is not resolved within ten (10) calendar days of first written notice of the alleged default, or such extended period of time as otherwise agreed to by the Parties in writing, formal redress of a default shall be governed by Section 5 of the Master Leasehold Agreement. 11. Notice. 11.1. All notices shall be personally delivered, mailed, or emailed to the below-listed designated representatives. 11.2. Designated Representatives. City and BGCCV shall each designate one (1) person to be its designated representative, who shall serve as the primary contact for each Party (its "Designated Representative"). If either Party makes a change to the Designated Representative, that Party shall notify the other Party of said change in writing within five (5) working days. BGCCV, through its Designated Representative or his/her designee, will attend City staff, community, Commission, or City Council meetings as requested by the City. To City: City of San Juan Capistrano 25925 Camino Del Avion San Juan Capistrano, CA 92675 Attn: Heidi Ivanoff, Community Services Manager To BGCCV: Boys & Girls Clubs of Capistrano Valley 1 Via Positiva San Juan Capistrano, CA 92675 Nicole Watson, Associate Executive Director 12. Compliance with Law. BGCCV shall comply with all applicable laws, ordinances, codes, and regulations of federal, state, and local government. 14 13. Laws and Venue. This MOU shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this MOU, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 14. Third Party Rights. Nothing in this MOU shall be construed to give any rights or benefits to anyone other than the City and BGCCV. 15. Equal Opportunity Employment. BGCCV represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age, or other interests protected by the State or Federal Constitutions and applicable law. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 16. Entire Agreement. 16.1. This MOU, with its exhibits, represents the entire understanding of City and BGCCV as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promise, or representation with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other such representations, inducements, promises, and agreements shall be void. 16.2. This MOU may not be modified or altered except in writing signed by both Parties hereto. 17. Severability. A determination by a court of competent jurisdiction as to the unenforceability, invalidity, or illegality of any provision(s) of this MOU shall not render the provisions unenforceable, invalid or illegal. 18. Successors and Assigns. This MOU shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each party to this MOU. However, BGCCV shall not assign, delegate, or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of the City. Any attempted assignment without such consent shall be invalid and void. 19. Non-Waiver. None of the provisions of this MOU shall be considered waived by either Party, unless such waiver is set forth in writing. A waiver of one condition or breach of this MOU shall not be construed or interpreted as a waiver of any other condition or breach of this MOU, whether of the same or different nature, or before or after occurring. 20. Counterparts and Facsimile signatures. This MOU may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. EXHIBIT "A" Parking Map 17 Exhibit “B” Master Leasehold Agreement REAL PROPERTY LEASE This Real Property Lease (the "Agreement") is entered into this / Sr day of U1he 1999, by and between the City of San Juan Capistrano (hereinafter City"), and Boys&Girls Club of Capistrano Valley, a non-profit corporation, (hereinafter Lessee"). RECITALS: WHEREAS, Lessee desires to lease certain real property from City to construct and operate a Boys and Girls Club facility, and WHEREAS, City and Lessee have previously entered into a memorandum of understanding dated August 18, 1998 providing for certain terms and conditions governing the timing of the commencement of the lease and the operation of the Club facility, NOW, THEREFORE, City and Lessee hereby mutually agree as follows: Section 1. Lease of Premises. City hereby leases to Lessee and Lessee hereby leases from City, in accordance with the terms of this Agreement, that certain vacant real property situated in the City of San Juan Capistrano, County of Orange, State of California, more particularly described in Exhibit A", attached and incorporated herein by reference. The real property described in Exhibit A" and shown on the Site Plan, attached and incorporated herein by reference as Exhibit B", is hereinafter called the "Premises". The Premises consists of approximately Eleven Thousand (11,000) square feet of land and is located adjacent to City's Community Center facility. Section 2. Purposes of the Leasehold. a) Construction of Lessee's Facility. The purpose of this lease is to enable Lessee to acquire sufficient land to construct and operate a non-profit Boys & Girls Club facility (the "Facility"). The site plan layout for the Facility is set forth in the Site Plan attached as Exhibit "B". b) Timing of the Construction of the Facility. Lessee agrees to commence construction of the Facility by not later than September 1, 1999. Completion of the Facility shall occur by not later than August 1, 2001. c:\wpwin60\wpdo \boys&grl\l s .agr 1-05/25/99 SC c) Permitted Uses of the Facility. Once completed, Lessee's Facility shall be used solely and exclusively to provide recreational and other social programs to persons within the City consistent with Lessee's Articles of Incorporation, By-Laws, and other relevant regulations. Other permitted uses are those as set forth in Exhibit "C," attached and incorporated herein by reference. In the event that Lessee desires to expand these permitted uses, then Lessee shall make formal application to the City Council for authorization to expand uses. Lessee covenants and agrees to use the Premises for the above-specified purposes and to diligently pursue said purposes throughout the term hereof. In the event that Lessee fails to use the Premises for said purposes, or uses the Premises for purposes not expressly authorized herein, the Lessee shall be deemed in default under this Agreement and subject to the termination provisions of section 5 of this Agreement. Lessee shall not use the Premises in any manner which disturbs the quiet enjoyment and use of the adjacent community center, gymnasium, or Sports Park Complex. Lessee further covenants and agrees not to use, or permit the use of, the Premises or any portion of the Premises in any manner or for any purpose that is in any way in violation of any valid law, statute, ordinance or regulation of the United States, the State of California, the City of San Juan Capistrano, or any other federal, state, county, or local governmental agency, body or entity with applicable legal jurisdiction. d) Condition and Maintenance of Facility and Improvements. Lessee shall assume full responsibility and costs for the maintenance of the Premises and Facility throughout the term of this Agreement. Lessee shall take all necessary action to maintain and preserve the Premises in a decent, safe, healthy and sanitary condition satisfactory to Lessee and in compliance with all applicable laws. In addition, the parties intend to enter into a memorandum of understanding to further define specific obligations with respect to common area maintenance. Section 3. Lessee's Funding of Proiect as Condition Precedent to Effective Date of Leasehold. a) Funding in Place As a Condition Precedent. This lease shall not become legally effective until such time as Lessee has presented written proof to City that: (a) it raised sufficient funding to finance one hundred percent (100%) of the estimated cost of the project, or such lesser amount as determined by the Office of the City Manager, and (b) secured a legal commitment for at least a one million dollar ($1,000,000) back up construction loan from a bona fide commercial bank lender. c:\wpwin60\wpdoca\boys&grl\l a .agr 2-05/25/99 City acknowledges that Lessee has arranged for a construction loan of up to $1,300,00 from American Sterling Bank. City hereby agrees to guarantee the repayment of said loan in the event of a default by Lessee. Lessee agrees, however, to expend at least $300,000 of its current cash on hand as first dollars in toward payment of construction progress payments as construction on the project begins. In addition, it is the intent of the parties that a 500,000 federal grant shall be expended for construction costs at such time that the federal grant is made available to the Lessee. b) Limitations on Lender's Security Interest. Lessee shall insure that any loan documents with its commercial lender will allow City to assume title to the improvements and take over the remaining loan balance then owed to the bank in the event of default by Lessee on its bank loan. Accordingly, Lessee covenants to require its lender to subordinate its lien rights against Lessee in the event of a loan default. Section 4. Term and Termination of Lease. a) Term.. This lease shall be for a term of twenty (25)years from date of its execution. City grants an option to Lessee to extend this Agreement for an additional 25 year period on the same terms and conditions as set forth in this Agreement providing: i) that Lessee delivers a written notice to City requesting an exercise of the option to renew at least 180 days prior to the termination of the Agreement, and ii) that City's City Council has not made a finding and determination at any time 30 days prior to the twenty five year term that Lessee has demonstrated a consistent pattern of non-compliance with the terms and conditions of this Agreement over the life of the lease. b) Special Ternunation Provisions, Failure to Commence Use. In addition to all other remedies available to it, City may terminate Lessee's tenancy upon written notice given at any time if Lessee fails to commence to construct the buildings and facilities shown on the Site Plan and Land Use entitlements within two (2) years, or to commence actual use of the Premises for the authorized uses within four(4)years from the date of commencement of the tenancy. Termination of tenancy shall not be construed as a waiver of other remedies. c) Abandonment by Lessee. In the event that Lessee breaches this Agreement and abandons the Premises, or terminates the use thereof for a period of sixty 60) days in any one hundred and twenty (120) day time period, the Lessee's tenancy shall terminate. Termination of tenancy shall not be construed as a waiver of other remedies. d) Quitclaim of Lessee's Interest. On termination of this lease for any reason, Lessee shall deliver to City a quitclaim deed in recordable form quitclaiming all its rights in and to the Premises, including the constructed facilities, subject to the terms of Owpwin604pdo \boys&p{Ae .aB 3-05/25/99 Section 3. Lessee or its successor-in-interest shall deliver the same within five (5) days after receiving written demand therefor. City may record such deed only on the expiration or earlier termination of this Agreement. If Lessee fails or refuses to deliver the required deed, the City may prepare and record a notice reciting Lessee's failure to execute this lease provision and the notice will be conclusive evidence of the termination of this Agreement and all Lessee's rights to the Premises. e) Surrender of Premises. At the expiration or earlier termination of Lessee's tenancy, Lessee shall surrender the Premises to City free and clear of all liens and encumbrances, except those resulting from City activity, or liens and encumbrances which existed on the date of the execution of this Agreement by City. The Premises, when surrendered by Lessee, shall be in safe and sanitary condition, free from hazardous or toxic waste or material, environmental pollution or other contamination and shall be in as good condition as at the commencement of this Agreement, absent normal wear and tear. f) Time of Essence. Time is of the essence of all the terms, covenants, conditions and provisions of this Agreement. Section 5. Performance and Default Requirements. a) Operational Issues. In the event that the Lessee experiences significant operational problems, including but not limited to a lack of proper facilities maintenance, a consistent pattern of unresolved conflicts between City and Lessee, significant decline of program participation below established goals, and unreasonable and unresolved police calls pertaining to Lessee's Club Facility, then the City Council of City reserves the right to consider initiating a process for the possible assumption by City of interim day-to-day Lessee Club management for the purpose of insuring successful performance of the Lessee's Club youth program. The process shall be: 1) The City Council of City may call for a hearing after giving written notice to Lessee 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 District, 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. c:\wpwin60\vgxl c%ays&grl\l s .agr 4—05/25/99 2) 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. 3) 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. 4) 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. 5) 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. b) Default. If Lessee shall fail to comply with any of the terms, covenants or conditions of this Agreement, City shall serve a written notice of default upon Lessee. Lessee shall cure such default within thirty (30) days, providing such default can be reasonably cured within thirty (30) days. If the default requires more time to cure, then Lessee shall commence the cure within thirty (30) days' notice of the default and complete the cure within a reasonable period of time as specified by the City notice of default. If the Lessee still has not cured the default, then City may, at its option, and without further notice or demand, terminate this Agreement and enter upon the Premises and take possession thereof, and remove any and all persons therefrom with or without process of law. Section 6. Rent. In consideration of the public benefits Lessee will provide to the community, no rent shall be required for this leasehold. cAwpwin60\wpdo \boys&gr1\J se.ag S'05/25/99 0 Section 7. Insurance and Indemnity. a) Insurance Requirements. Lessee shall maintain at all times during the term of this lease satisfactory general liability and premises liability insurance in the amount of not less than One Million Dollars ($1,000,000) and reasonable fire insurance in a form acceptable to the Office of the City Attorney. City shall be named as an additional named insured. Other terms and conditions, including cancellation provisions and endorsement forms, shall be reviewed and approved by the Office of the City Attorney. b)Indemnity. Lessee 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 death of any persons arising out of Lessee's actions and activities as Lessee of the subject Premises. City shall indemnify, save and defend Lessee, its directors 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 death of any persons due solely to the performance of any action by City under this Lease. Section 8. Imnrovements/Liens/Encumbrances and Related Matters. a)Nature and Quality of Improvements. Lessee shall, at Lessee's sole cost and expense, construct or cause to be constructed on the Premises the building and facilities described in the Site Plan in the manner and according to the terms and conditions specified herein. Lessee shall construct the building project for the permitted use herein, subject to prior receipt of applicable city land use permits. Minor, technical deviations between the plans and specifications and in field construction activity shall not be deemed to constitute a breach of this Agreement. However, Lessee shall insure that it will coordinate with its contractor and city staff to insure that the final construction is satisfactorily consistent with Lessee's plans and specifications for the Facility. Lessee agrees that its contractor shall provide faithful performance and labor and materials bonds equal to one hundred percent (100°/x) of the cost of the project. In addition, Lessee shall insure that its contractor maintains general comprehensive liability insurance in an amount of at least One Million Dollars ($1,000,000) combined single limit. The bonds and the insurance shall both be pre-approved by the Office of the City Attorney. The project shall be constructed in accordance with all valid laws, ordinances, regulations and orders of all federal, state, county, or local governmental agencies or entities cAwpw 60\wpdo \boys&grhl a .ag 6-05/25/99 having jurisdiction over said Premises, including City, provided, however, that any structure or other improvement erected on said Premises, including the building project, shall be deemed to have been constructed in full compliance with all such valid laws, ordinances, regulations, and orders when a valid final certificate of occupancy entitling Lessee and tenants of Lessee to occupy and use the structure or other improvement has been duly issued by the Building Department of the City. All work performed on said Premises pursuant to this lease or authorized by this lease shall be done in a good, quality manner and only with new materials of good quality and high standard. b)Utilities. Lessee agrees to order, obtain, and pay for all utilities and service and installation charges in connection with the development, occupation and operation of the leased Premises. Lessee shall, at Lessee's sole cost and expense, construct or cause to be constructed all facilities necessary to provide utilities, including but not limited to, telephone, electric, gas, water, sewer and cable television service to the Premises. All utility service lines shall be placed underground unless otherwise permitted by City. Lessee shall be responsible for payment of all applicable utility service, connections, standby or other fees, rates or charges. c) Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to all or any portion of the Premises without the prior written consent of City. d) Encumbrances. Lessee may encumber this Lease, its leasehold estate and its improvements thereon by deed of trust, mortgage, chattel mortgage or other .,ecurity instrument to assure the payment of a promissory note or notes of lessee, upon the express condition that the net proceeds of such loan or loans shall be devoted exclusively to the purpose of developing and/or improving the leased Premises. In addition, any such indebtedness shall be subject to the qualifications set forth in Section 3(b) of this Agreement. e) Taxes. Except to the extent that Lessee is exempt from payment of property taxes or possessory interest taxes, Lessee shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon Lessee or the Premises, including the land, any buildings, structures, machines, equipment, appliances, or other improvements of property of any nature whatsoever erected, installed, or maintained by Lessee or levied by reason of Lessee's activities related to the a Premises, including any licenses or permits. f) Signs. Lessee shall not erect or display any banners, pennants, flags, posters, signs, decorations, marquees, awnings, or similar devices or advertising without the c:\wpwin60\wpda \boys&grNease.agr 7-05/25/99 prior written consent of City. If any such unauthorized item is found on the Premises, Lessee shall remove the items at its expense within twenty-four(24) hours of written notice thereof by City, or City may thereupon remove the item at Lessee's cost. All signs located on the Premises shall comply with the provisions of any City ordinance regulating signs. Section 9. Ownership of Improvements. a) Title Ownership. Any and all buildings, facilities, and improvements placed or erected on the Premises as part of said building project or otherwise under this Agreement, as well as any and all other alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on said Premises by Lessee or another person shall be considered the personal property of the Lessee and on expiration or sooner termination of this Lease shall remain on said Premises and become, at City's option, the property of City free of all liens and claims except as otherwise provided for in this Agreement. b) Removal of Improvements. If City elects not to assume ownership of all or any improvements, trade fixtures, structures and installations, City shall so notify Lessee in writing thirty (30) days prior to termination or one hundred eighty (180) days prior to expiration, and Lessee shall remove all such improvements, structures and installations as directed by City at Lessee's sole cost on or before Agreement expiration or termination. If Lessee fails to remove any improvements, structures, and installations as directed, Lessee agrees to pay City the full cost of any removal. c) Repairs. If any removal of such personal property by Lessee results in damage to the remaining improvements on the Premises, Lessee shall repair all such damage to the same condition as existed immediately before such removal. Section 10. No Assignments. Lessee shall not assign or hypothecate in any manner this Agreement without the express written consent of City. Section 11. Force Majeure. If the performance by any party of its obligations or undertakings under this Agreement is interrupted or delayed by any occurrence not occasioned by the conduct of either party to this Agreement, whether that occurrence is an act of God or public enemy, or whether that occurrence is caused by war, riot, storm, earthquake, or other natural forces, or by the acts of anyone not a party to this Agreement, then that party shall be excused from any c:\wpwin60\wpd=\boys&.pll\lease.ap{ 8-05/25/99 fiuther performance for whatever period of time after the occurrence is reasonably necessary to remedy the effects of that occurrence. Section 12. 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. mails, or personally served upon the other party at the address identified below. The address for delivery of notice can be changed by either party by giving written notice of the new address. To City: George Scarborough, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Lessee: Mr. Jim Williams Executive Director Boys & Girls Club of Capistrano Valley 31371 El Camino Real 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. c) Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and no other previous agreement, statement or promise made by any party hereto which is not contained herein shall be binding or valid. cAwpwin6Mwpda \boys&VrI\I a .aB 9-05/25/99 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF SAN AN CAPISTRANO By: I lw' Jor Greiner, Mayor ATTEST: By: Cheryl Johns(61, CK Clerk APPROVED AS TO FORM: By:qg= John R. Shaw, Ci Attorney BOYS & GIRLS CLUB OF CAISTRANO VALLEY cAwpwin60\wpdoca\boys&gr1\1 se.agr 10- 05/25/99 18 Exhibit “C” Amended Lease Agreement AMENDMENT TO LEASE OF REAL PROPERTY AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY (FORMERLY KNOWN AS THE BOYS & GIRLS CLUB OF CAPISTRANO VALLEY) This Amendment to Lease of Real Property Agreement is made this 6th day of March, 2007, by and between the City of San Juan Capistrano hereinafter "Lessor"), and The Boys and Girls Clubs of Capistrano Valley hereinafter "Lessee"), formerly known as the Boys & Girls Club of Capistrano Valley. Whereas, On June 1 , 1999, Lessor and Lessee entered into a certain real property lease ("Real Property Lease") for certain property owned by the Lessor in the City of San Juan Capistrano for the purpose of allowing Lessee to construct a Boys & Girls Club center, and Whereas, Lessor and Lessee desire to further amend the Real Property Lease for the primary purpose of: (1) adding real property to the demised premises; and, (2) extending the term of the real property lease, and NOW, THEREFORE, in consideration of the foregoing, and the covenants and conditions set forth below, Lessor and Lessee hereby mutually agree as follows: Section 1 . Amended Leased Premises. The "Premises" as set forth in the Real Property lease is amended to include the original leased property plus that additional property generally depicted Exhibit A, labeled "Proposed Teen Center," said Exhibit A being attached and incorporated herein by reference. The parties agree and understand that the additional leased area is to be developed by Lessee as a teen center. Lessee agrees to construct the teen center within 12 months following the City's land use approval for the design and layout of the center, unless Lessee is otherwise granted additional time by the City Council to complete project construction. Section 2. Lease Term. The term of the Real Property Lease will now be for a term of twenty-five (25) years from effective date of this Amendment agreement. The option granted by Lessor for an additional twenty-five (25) year period, as provided for in section 4(a) of the Real Property Lease, shall remain in full force and effect. Section 3. Miscellaneous. (a) Section 8(d) of the Real Property Lease is amended to read as follows: ATTACHMENP Lessee may encumber this Lease, its Leasehold estate and its improvements thereon by deed of trust, mortgage, chattel mortgage or other security instrument to assure the payment of a promissory note or notes of Lessee, upon the express condition that the net proceeds of such loan or loans shall be devoted exclusively to developing and/or improving the leased Premises or for operating expenses of the Lessee. The City allotted $200,000 to the Lessee for the proposed teen center operations. If the teen center is not constructed for any reason, the Lessee will return the $200,000 operational funds to the City." b) All other terms and conditions of the Real Property lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. CITY OF SAN JUAN CAPISTRANO ti IV' By: Ma •r Sam Allevato Attest: i 4 P,(i L,--, , _ By: aA v. garet R. Monahan Clerk Approve•I:s to 0 : By: Ili A 4_,„ Joa Cit/ Attorney I BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY By: =,-,:,avv.3:.° =. ^ ' ''.-v James Littlejohn, Executiverector P•{ 1 S. t".`,, 1. y' L2Pine aM Mll1. 1 r Is U a 831437 4331, r • • • .• is • e{•• v • s •'• S. V• II,, tt All 41. 11 k P • a ter,,;. Yy;.•._ r._.,. y 3 '-•/\ N Mie S a/III • a nw la 7 LM 41 1oo+ rK n wlunr 9 0OJSMO130 c f w1114NM1Nw1, o1xw4ro3o1 I`. 31 O) is :. ; F x v rn maw 4tt., y m y yy ^ tM 101. 1wr aFP 11F' h' Aimnwwa) was, J(.;. s 9L JNIlSpt3 J E) HUM Ow mz X Y...- r. r. y> IYt - u. YpU 1+ e T , .., +... u. Fi i 1. 1. 7 i. O J O i QY • r-• i ' V1YO 109r07J fi is, IVVJ Si* NS X I 171" M" WS lwgnw ONUS" J./'_•--_•._ rte•.- MEL J• 6 1 I' I I wRl swN wl wlD OtlgNn OFOA i1YM101 19 Exhibit “D” Professional Services Agreement CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT WITH THE BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY THIS AGREEMENT is made on the '1-o-A day of . }e N f 2018, by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and the Boys & Girls Clubs of Capistrano Valley, a Youth Development Agency (a 501(c)(3) corporation)("Contractor") City and Contractor are sometimes individually referred to as Party" and collectively as "Parties" in this Agreement. RECITALS A. The City wished to engage the Contractor to provide an Afterschool Recreation Program for youth at the Boys & Girls Clubs of Capistrano Valley. B. Contractor is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Contractor to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.Services. Contractor shall provide a high quality, comprehensive Afterschool Recreation Program ("Program") for school age children, subject to annual membership fees, that shall include the following: a. Contractor shall provide transportation services to and from the Program for children residing in the San Juan Elementary School/Capistrano Villas neighborhoods. b. The Program will be conducted Monday through Friday, immediately after school for children ages seven (7) through eighteen 18). C.The hours of operations of the Program shall be from 2:OOpm to 6:OOpm during the school year with modifications for holiday and minimum day school schedules. Friday hours shall be extended for teens (ages thirteen (13) to eighteen (18)) until 10:00 p.m. d. The Program activities shall be advertised through media releases. e. A monthly calendar of daily and special events shall be provided to participants. f.Contractor shall obtain and maintain a release of liability/waiver form for each participant in the Program in a form approved of by the City. g. The Program shall participate in City wide events which include San Juan Summer Nites, the 4th of July Celebration and the Tree Lighting Ceremony. h. Contractor to provide and fund transportation, at no cost to the City, to and from local attractions and events for Program participants. i. Contractor shall supply all equipment and supplies need to conduct the Program. All equipment and supplies shall be in good, operable and safe condition. j. Contractor shall keep City property free from damage, and shall notify City of damage in accordance with section 3(d) herein. 2. Compensation. a. The City shall pay Contractor for Program, in an amount not to exceed the sum of $78,058 annually. Contractor shall invoice City on a monthly basis for services rendered ("Monthly Invoice"). b. Contractor shall maintain sufficient accounting records, timecards, and other documentation as deemed necessary in order to adequately document costs for the provisions of services under this Agreement. C.Within 30 days of receipt of the Monthly Report (section 3(b) herein) and Monthly Invoice, City shall pay Contractor. Payments begin in September of each year and the final payment is in June of each year. No payments shall be due in July or August. 3. Reports. a. Accident/Incident Reports. Contractor shall report to the City any accident or incident during Afterschool Recreation Program activities. Official reports must be completed and submitted to the City within twenty- four (24) hours of the occurrence, Monday through Friday, and the following Monday for occurrences on Friday night through Sunday. b. Monthly_ Reports. Contractor shall provide City with Monthly Reports, which shall be due to the City by the fifth working day of each month. Monthly Reports shall include the following: 1) Daily Afterschool Recreation Program attendance records. 2) A monthly financial Pro Forma spreadsheet. 3) A monthly calendar of events and special activities. C.Year-end Report. Contactor shall provide a year-end summary to City by January 15 of each year of this Agreement. The year-end summary shall include, but is not limited to, the following data for the previous year broken down by City: 1) The average daily attendance. 2) The number of registered members. 3) The amount spent per member. 4) The cost of membership per member. d. Facility damage report. Contractor shall report to City any damage to the facility within twenty-four(24) hours of occurrence of damage. 4. Site Visits. The City shall have the right to visit a program site at any time during the term of this Agreement, without prior notice to Contractor. City shall not hinder the normal operation of Contractor's services. 5.Inspection of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Contractor and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 6. Term. a. This agreement shall be in effect for a period of three (3) ten (10) months terms as follows: September 1, 2018 through June 30, 2019, September 1, 2019 through June 30, 2020, and September 1, 2021 through June 30, 2021. The City Manager and the Contractor may agree in writing to two (2) additional ten (10) month extensions (September 1, 2022 to June 30, 2022, and September 1, 2023 to June 30, 2023) b. City reserves the right to terminate all services of Contractor at any time upon sixty (60) days written notice, or immediately upon breach of the Agreement. 7.Facilitv Use. a. Contractor may use City facilities for implementation of Program activities, as agreed upon in writing by the parties. However, City programs have priority use of City facilities. Programs hosted by Contractor in City facilities may be canceled on occasion in the event of conflict with a City program. City will make every effort to provide Contractor with sufficient notice of such cancellation. In case of emergency, advance notice may not be possible. b. As part of this Agreement, the Contractor may use the gymnasium from 2:00 p.m. to 6:00 p.m. each weekday to provide a youth sports program, provided the City is not using the facility for a City program. For each hour, or any part thereof, Contractor shall pay the City $14.00 per hour for use of the gymnasium. C.In accordance with Administrative Policy No. 61, Contractor shall only use the City's gymnasium for basketball, volleyball, indoor soccer, and badminton. Any other proposed uses much receive prior written approval from the Community Services Department 8. Designated Representatives a. City and Contractor shall each designate one (1) person to be the designated representative who shall serve as the primary contact for each Party ("designative representative"). If either party makes a change to the designative representative, that party shall notify the other party of said change within five (5) working days. b. The Contractor or his/her designee will attend staff, community, Commission, or City Council meetings as requested by the City. 9,Independent Contractor. Contractor and its officials, agent and employees shall act and be independent contractors and not agents or employees of City and shall obtain no rights to any benefits which accrue to City's employees. 10. Insurance. Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability 1) The Contractor shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 2) Coverage for Commercial General Liability insurance shall be at least as broad as the following: i. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. ii. Commercial General Liability Insurance must include coverage for the following: a. Bodily Injury and Property Damage b. Personal Injury/Advertising Injury c. Premises/Operations Liability d. Products/Completed Operations Liability e. Aggregate Limits that Apply per Project f. Explosion, Collapse and Underground (UCX) exclusion deleted g. Contractual Liability with respect to this Contract h. Broad Form Property Damage i. Independent Contractors Coverage iii. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. iv. The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. v. The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability 1) At all times during the performance of the work under this Agreement, the Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. 2) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). 3) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. C.Workers' Compensation/Employer's Liability 1) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. 2) To the extent Contractor has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Contractor shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein.Contractor shall require all subcontractors to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d.Minimum Policy Limits Required The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability 1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability 5,000,000 per occurrence for bodily injury and property damage Employer's Liability 1,000,000 per occurrence 1) Defense costs shall be payable in addition to the limits. 2) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. e.Evidence Required. Prior to execution of the Agreement, the Contractor shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of .the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. f.Policy Provisions Required. Contractor shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration g. The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Contractor's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. h. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. i.All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. j.The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit the Contractor's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k.Qualifying Insurers 1) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: 2) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. I.Additional Insurance Provisions 1) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. 2) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. 3) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. 4) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 11. Indemnification. To the fullest extent permitted by law, Contractor shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, the City, its officials, officers, employees, agents, or volunteers. 12. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Community Services Director To Contractor: James Littlejohn, Executive Director Boys & Girls Clubs of Capistrano Valley 1 Via Positiva San Juan Capistrano, CA 92675 13. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 14. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 15. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Contractor. 16. Equal Opportunity, Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 17. Entire Agreement. This Agreement, with its exhibits, represents the entire understanding of City and Contractor as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. 18. Severability. Theunenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 19. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 20. Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 21. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. SIGNATURES ON FOLLOWING PAGE] SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE BOYS& GIRLS CLUBS OF CAPISTRANO VALLEY IN WITNESS WHEREOF, the Parties have executed this Agreement as of thedatefirstwrittenabove. City of San Juan Capistrano The Boys & Girls Clubs of CapistranoACaliforniamunicipalcorporationValley. jBy- . 8Y B J MiN ity Manag ATTEST: ey: i RRI APPROVED AS To FORM' B ' JE 8 LINGER, City Attorney 20 Exhibit “E” First Amendment to the Professional Services Agreement 21 Exhibit “F” Second Amendment to the Professional Services Agreement 24th June (signing as Acting CM) 22 Exhibit “G” Third Amendment to the Professional Services Agreement