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12-0605_MICHAEL SCHWARTZ_Agenda Report_D10 6/5/2012 AGENDA REPORT D 1 U TO: Karen P. Brust, City Mafia FROM: Cynthia Alexander, Community Services Manager SUBJECT: Consideration of Award of Site License and Use Agreement for the Roller Hockey/Multipurpose Facility, Marco Forster Middle School, 3 Via Positive (Michael Schwartz) RECOMMENDATION: By motion, approve the Site License and Use Agreement between the City of San Juan Capistrano and Michael Schwartz to operate the Roller Hockey/Multipurpose facility located on the grounds of the Marco Forster Middle School located at 3 Via Positive. SITUATION: Since 2009, the contract for operator of the Roller Hockey/Multipurpose Facility, located on the grounds of the Marco Forster Middle School, 3 Via Positive, expired. Between 2009 and 2011, there has been a month-to-month agreement with Revolution Roller Hockey, L.L.C., to continue operating the facility. In December 2011, staff sent seven Requests for Proposals (RFP's) for a facility operator to operate the facility and provide all maintenance (including major repair and replacement) of all equipment and structures used in the operations of their programs to the following: • California Street Hockey Associates, Inc. • Alan Johnson, Revolution Roller Hockey, L.L.C. • Jonny Morrill • Mark Peers • Michael Schwartz • Christopher Sheffield • David Tran Summary and Recommendation: Michael Schwartz, Christopher Sheffield, and David Tran responded with proposals to operate the Roller Hockey/Multipurpose Facility. Cynthia Alexander, Community Services Manager, and two Parks, Recreation and Senior Services Commissioners, Commissioner Friess and Commissioner Muir, (RFP Panel) vetted each submitted proposal, conducted an interview process with each applicant, and narrowed the field to the top two proposals, Michael Schwartz and David Tran. They are recommending Michael Schwartz's proposal for operator of the Roller Hockey/Multipurpose Facility (Attachments 1 and 2). Agenda Report Page 2 June 5, 2012 In evaluating each proposal, expenses, overhead/salary costs, and gross revenue are as follows: Mr. Schwartz's expenses total $102,792, with maintenance costs of$11,400, a flat $3,000 payment to the City, and an additional 2% gross revenue payment estimated to be $2,112. Mr. Schwartz estimated $105,600 in annual gross revenue. Mr. Tran's expenses total $120,924, with maintenance costs of$12,000, a 10% net revenue payment, of$2,088. Mr. Tran estimated $141,800 in annual gross revenue. PROPOSAL COMPARISONS FOR OPERATOR OF ROLLER HOCKEY/MULTIPURPOSE FACILITY Mr.Schwartz's Revenue/Expenditures Mr.Tran's Revenue/Expenditures REVENUE PROGRAM RATE MONTH YEAR PROGRAM RATE MONTH YEAR Youth Youth Leagues $100/Player $3,000 $36,000 Leagues $103.85/Player $3,600 $43,200 Adult Adult Leagues $100/Player $2,800 $33,600 Leagues $111.54/Player $8,217 $98,604 Clinics $60/Clinic $900 $10,800 $0 Tournaments $25/Player $500 $6,000 $0 Private Groups $40/hour(20) $800 $9,600 $0 Independent Groups 1$40/hour(20) $800 1 $9,600 1 $0 TOTAL $8,800 $105,600 TOTAL $11,817 $141,804 EXPENDITURES PROGRAM RATE MONTH YEAR PROGRAM RATE MONTH YEAR Rink Rink Manager $15/hour $1,500 $18,000 Manager $20/hour $3,467 $41,604 Staffing $15/hour $1,890 $22,680 Staffing $0 $0 $0 Supplies Supplies Materials $300 $3,600 Materials $400 $4,800 Utilities $1,900 $22,800 Utilities $2,000 $24,000 Maintenance $950 $11,400 Maintenance $1,000 $12,000 Other(not Rent $250 $250 $3,000 specified)* $3,210 $38,520 Profit Sharing $0 $176 $2,112 $0 Re-payment Investment $500 $500 $6,000 Insurance $1,000 $12,000 $0 Worker's Comp $100 $1,200 $0 TOTAL $8,566 $102,792 TOTAL $10,077 $120,924 Payment to City--2%of gross revenue$105,600=$2,112; Payment to City--10%of net revenue +$250/monthxl2=$3,000;53,000+$2,112=$5,112 $141,800(Rev)•$120,924(Exp)=$20,876 x 10%=$2,088 Payment to City$5,112 ANNUALLY Payment to City$2,088 ANNUALLY In his oral interview, Mr.Tran indicated"other"expenditures would include basic safety upgrades such as plexi-glass change out, liability insurance, and personal equipment maintenance. This amount was unspecified because the amount disbursed would be predicated on revenue earned throughout the year. Agenda Report Page 3 June 5, 2012 The chart shows that Mr. Schwartz's plan is at a deficit. When asked about this, Mr. Schwartz replied that he was not concerned with making a profit; he wants to operate the Roller Hockey/Multipurpose Facility for his young sons to enjoy the sport. As a resident of San Juan Capistrano, he has high esteem for the citizens of San Juan Capistrano and appreciates that he may get a chance to offer the sport to the community. In Mr. Tran's proposal, he indicates no initial investment, but instead proposes an annual payment of $5,000 to the City, (if 10% of netted income is less than $5,000 annually, he will pay the City the difference to guarantee the City $5,000 the first year as an annual payment). He was asked by Cynthia Alexander, Community Services Manager, by email, about his initial investment. In his response, Mr. Tran negates his original offer from his proposal to ensure that the City be paid an annual rate of$5,000, and instead offers to use that guaranteed payment of$5,000 to the City to put "towards new panel and frame funds" (Attachment 3). Mr. Schwartz's proposal included a $50,000 initial investment. His $50,000 initial investment includes the following (Attachment 4): $ 1,000 for netting/spectators' protection 12,500 for rink floor resurfacing 7,500 for board replacing and missing kick plates 2,400 for port-a-pots 1,000 for fence repair 800 for cosmetic improvement. 5,000 for scoreboard 870 for improvements to the hockey office 1,000 a storage shed 17.930 for refurbishing the small court $50,000 TOTAL Since the age of 18, Mr. Schwartz has been playing, coaching and managing roller hockey facilities. He coaches and manages his young son, traveling around the state participating in tournaments and is dedicated to the sport. Staff and the RFP panel concurred that Mr. Schwartz's proposal is consistent with the goals of a roller hockey operator that the City established within the RFP. Mr. Schwartz will bring an excellent element of knowledge to the sport; experience, fiscal responsibility, and enthusiasm to conduct a roller hockey program and refurbish the facility for the City of San Juan Capistrano. Background: Since May 18, 1999, Revolution Roller Hockey, L.L.C., has been the contracted provider for the Roller Hockey/Multi-purpose Facility, located on the grounds of the Marco Forster Middle School, at 3 Via Positiva. Revolution Roller Hockey, L.L.C., a for-profit sports organization, collaborated with the City in a License Agreement for the development and construction of the roller hockey facility for youth roller hockey related Agenda Report Page 4 June 5, 2012 activities to include, but not limited to, league play, practices, tournaments, and clinics. The term of this agreement was for eight years with an option to renew the agreement for another two years (Attachment 5). The City of San Juan Capistrano collaborated with the Capistrano Unified School District (CUSD) to reconstruct the Marco Forster Middle School's old tennis courts into a public facility for roller hockey which would accommodate the popular sport of roller hockey on May 25, 1999. The City and CUSD agreed to use the facility jointly, Marco Forster Middle School would use the roller hockey facility during school hours and the City would utilize the courts after school hours and during weekends. The City agreed to pay CUSD an annual rate of 20% from funds collected from the City's operator of the facility (Attachment 6). Since 2009, Revolution Roller Hockey, L.L.C., has been on a month-to-month lease, compensating the City $250 per quarter. The Joint Development and Joint Use Agreement between the City of San Juan Capistrano and CUSD expired. Staff submitted a new Joint Facility Use Agreement with CUSD, including the coordinating use of the facility as in the May 1999 Joint Development and Joint Use Agreement, paying CUSD 20% annually from funds collected from the City's operator of the facility and the term being eight years, with a two year extension. The Joint Use Agreement expired with CUSD and the City submitted a new Joint Use Agreement to CUSD. The agreement was approved by CUSD at a Board of Trustees Meeting on November 14, 2011. At the November 15, 2011, City Council meeting, the City Council approved the Joint Use Agreement with CUSD (Attachment 7). After the Joint Facility Use Agreement with CUSD was approved, staff initiated a RFP for the operations of the Roller Hockey/Multi-purpose Facility in December 2011 (Attachment 8). On December 6, 2011, City Council approved a Temporary Use Agreement, with a term of four-months with Revolution Roller Hockey, L.L.C., to operate the Roller Hockey/Multipurpose Facility until the determination of the awarded operator would be selected during the three or four month RFP process (Attachment 9). Overview of the Site License and Use Agreement The proposed Site License and Use Agreement addresses a variety of issues including allowable uses, term of license, utility responsibilities, tenant improvements, maintenance and repairs, insurance and indemnity, and termination of the agreement. The proposed term of this Site License and Use Agreement is for a period of five years from June 5, 2012—June 30, 2017, with an optional two year extension (Attachment 10). COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: This item was presented at the May 21, 2012 Parks, Recreation and Senior Services Commission meeting. The Commission voted unanimously (5-0) to forward to City Council a recommendation of approval for the Site License and Use Agreement for Michael Schwartz as operator of the Roller Hockey/Multipurpose Facility. Agenda Report Page 5 June 5, 2012 FINANCIAL CONSIDERATIONS: Michael Schwartz has agreed to compensate the City for the use of the Roller Hockey/Multi-purpose Facility at a flat rate of$250 per month and 2% of gross revenues derived from the use of the facilities, including, but not limited to tournaments, clinics, camps, and rentals. Mr. Schwartz estimates revenue earning at $8,800 per month or $105,600 per year; therefore, the General Fund is estimated to increase at a minimum of $3,000 or approximately $5,112 or greater per year, less $1,022 (20%) to CUSD, for a total of $4,090 annually. Mr. Schwartz will maintain the operations of the facility including maintenance care and utility costs. He also proposes to significantly improve the City's Roller Hockey/Multipurpose Facility with no cost to the City. Mr. Schwartz's Proposal Month Year Flat Rate $250 $3000 Estimate 2% of$8,800 expected revenue $176 $2112 Estimated Total from Operator $426 $5,112 Less 20% to CUSD <$85> <$1,022> TOTAL $ 341 1 $4,090 Michael Schwartz will maintain detailed records of gross receipts for all events held at the roller hockey/multipurpose facility for the purpose of allowing the City to audit monthly Michael Schwartz's revenue streams. Agenda Report Page 6 June 5, 2012 NOTIFICATION: California Street Hockey Associates, Inc. Joseph M. Farley, Capistrano Unified School District Alan Johnson, Revolution Roller Hockey, L.L.C. Jonny Morrill Mark Peers Michael Schwartz Christopher Sheffield David Tran RECOMMENDATION: By motion, approve the Site License and Use Agreement between the City of San Juan Capistrano and Michael Schwartz to operate the Roller Hockey/Multipurpose facility located on the grounds of the Marco Forster Middle School located at 3 Via Positive. Respectfully submitted, Cy is Alexander — Y� Community Services Manager Attachments: 1. Michael Schwartz Proposal 2. David Tran Proposal 3. David Tran Email 4. Michael Schwartz Pro Forma 5. 1999 Revolution Roller Hockey, L.L.C. License Agreement 6. 1999 CUSD Joint Development and Use Agreement 7. 2011 CUSD Joint Facility Use Agreement 8. 2011 Revolution Roller Hockey, L.L.C. Temporary Use Agreement 9. 2011 Request for Proposal 10. 2012 Site License and Use Agreement 11. Location Map : rc for o Fad' Hty Michael Schwartz & Dave BezeaLl Corporation TBD Quaff cafl ns e Wchae � Schwartz ► 2008 - 2010 Head Coach Corona Inline Youth 6 ,& Under Dynamite Division ► Youth 8 & Under Dynamite Division P 2011 Head Coach Capo Sports Mnk Youth Roller Lockey San Juan Capistrano Ducks 0 2009 Assistant Coach Irvine Little League ► Burlington Bee ' s T- Ball ► 2010 - 2011 Assistant Coach Yorba Linda Little League A' s Coach Pitch The 2 Reasons for my OMvo0vement on tNs project Your hirp: / /www.youiube.com / Michael Schwartz n watch?v=vWtEzSGctaA Michael William Schwartz II ' DOB 09/ 19/2004 _ ` w „ — p +.s 1 !� u.. 4 - +lWal. m... r 117w.rv. 11bWNllry 9]mfNnmlimL I_,=011 KNfNllf�.6.�Way SCh 97(.M age 4b. LLn.,11�e_LLe' G 7 V 4 � r ORY 7 • juhan Peyton Schwartz D . O . B . 02 / 01 / 2007 �� SKI , ?pyo - Qualifications - ®avid 6ezeau goal enving WW W.TOPOFLheCrEaSe.CUM USA Hockey Coaching Education Program Full Certification to Teach all age groups, and levels. Ice Hockey Instructor, classes daily throughout Orange County (see schedule next slide) Top of the Crease Scheduu e Top Of The Crease Schedule Todw QQJanuary2012 ePrint Week Month Agenda Sun Won Too Wed Thu Fn Sal :an 1 : imisi m Open S2S a:i5pm Aliso In-HOU 6:a5pm OC Squirt M a.Asam RSSI JV Prat 6:1Spm OC Squirt F.Spm Ericsson Lasso Sam Open Lesson L N:]Oam Open S2S 7a0pm Aliso In-Hou Bpm OC PeeWee/BI Hamm Open Mise, 7:3epm OC Peewee;6:15pm Aliso In-Hou spm Rlckelman LOA loin Open S2S 9:40pm CSUF Prach..LA5pm]Serra IV Pr 0:50pm CSUF Flracn.Op.CSUF v5. LBSL Bpm CSUF S. UCL: 6:Mpm Open S2S 7:45pm Open Lessor li :I I: IC.:I Spin Alma In-Hou 6:S5pm OC Squirt F 4:45am RSM IV Prac 6:15pm OC Squirt B.5pm Open Alisq Ice 7:O0pm Aliso In-Hou Spin OC PeeWee/e,11:30am Open.disc 1:00pm OC Feewett 0]apm Alum In-Hou 9:dOpm CSUF Pacb1"Stan]Serra IV Pr 0:50pm CSUF PrOOn 7:45pm Open LOS... lmaam Open S2S 6:15pm Mico In-HOU SASpnl OC Squirt a 4:45am RSM IV Pa[6:16pm OC Squirt B.spin Encsson Lasso Sam MacQUarrie LO: 11:dOnm Open S2S 7:00pm Aliso In-Hou Spin OC PeeWee!Bi ii:d0am Open Aliso 7:3Ope,OC Peewee,Spot Open Alisc Ice Bain Open Lessen L fpm Open S2S 9:a0pm CSUF Pracnl 4:45pm]Serra IV Fr 6:1bpm AlISo In-Hou 6a5pm CSUF V5. Ot 7T4fipm Open LesSol 6:apm Open S2S 10:16am Open S2S B:ispm Aliso In-HOU 6:46pm OC Squid S.4:46am RSM IV Frac 0:15pm OC Squid E.spin Open Alisc Ice Sam hlacQuame Le: 11:O0m Open S'_S 7:OOpm Aliso In-Hou Op.OC FeeWee/0111:30am Open AII50 7:OOpm OC Peewee,mapm:Disc In-Mau Sam Open Lessen L fpm Open S2S 5:40,m CSUF PM6-4:4Spm]Ser2 IV Pr 0:50pm CSUF Pacli� a:u5pm Open S2S 745p Open Lei01 I[ H 10:15am Cpen S2S 6:15pm AIISP In-Hou 6:d9pm OC SgUirt IId:dOam RSM IV Pr ,o:15pm OC Squirt B.Spm E iC son LISSP gam MCCQUame Le: Hamm Open S2S 7:30pm A1150 In-Hou apm OC PeeWee/Bi 11:30me Open Aliso 7:30pm OC Peaweei Spm Open Aliso Ice Sam Open Lesson L tpm Open SM B:Qpm CSUF O2Gil 4:45pm(Sera IV P,9:50pm CSUF Dracut 6:15pm Alwo In-Hou Onto CSUF Vs. LBSL Maine Open S2S 7:69pm Open Lesser BSOpm CSUF vs.US COMMUNITY, Proposed Site Improvements ► Repair all safety deficiencies to NHL/USA Hockey standards ► Repair/refinish rink floor/surface ► Repair/replace netting as required by NHL/Local Codes and Authorities . Install new restroom facilities . Add Bleachers ► Upgrade Lighting `_- ► Improve asthenic appeal moi' i \J •1 t � Proposed Sots r!. .4➢NO9M I I _ I - •: til �y j; of ' O UO � . r 1/IrIfV✓l� r �tk o► i of X p 1tr1[ {; 1 , J. ��__—_;- - 0.'P•M6'MAFl EGHWAAii —{-- —� .� ._i — 10 a M I I I I �I ewenPURMSEr/rJun enact. 'W,ey..'�wavasn i +uniNa 380dYnd uVlrc lAbCGi1p06N0 I I V ! - I I - � C9lO� i � Sln i � S \4✓� ! I 417.AL4I• rt4 I I Proposed Sore l9K Y 1 siv:ly ' 1 1 I I 1 9R I 4i14� 1 1 I v A.Ci W�.wevve o Operator to Initially Invest $ 50,000.00 toward Proposed Site Improvements . Operator will not take any profits personally out of the company until all promises from Proposed Site Improvements are completed and approved by the City. e Operator shall provide compensation for the privilege of using the Facilities a fee consisting of $ 250.00 Per Month . o Operator agrees to adhere to all other terms set forth in EXHIBIT "C" - PERSONAL SERVICES AGREEMENT Sl I I �J ' 7u� r 6 Rill 11 N1,11itil III Mr r / / RFP-MICHAEL SCHWARTZ a 1 OUTDOOR HOCKEY/ � b y MULTI PURPOSE FACILITY # l BaafJ�mnCeplaumia,QaLtoatla02078 IL j s � �' '� I 1� r � ,; �� � �� _� l G� 'i Ll �1 i y r a RPP-MicxnascHwam I to A S 6 g OUTDOOR HOCKEY IMum FB9 $ Pu�vu�cmr.,�a,mir 8l ` , 1 r Y 1 ' rA�l I tai ! 07)7�,,Tl I ,Iyri / ( ` !Ufa suL�P�dew.��raua.mrs ��B@ - I 4 5 � ' �i.f�1♦1111 •••• ♦�1•�• _ 1 •. 1 I ♦ Ko..- ♦ 1 • j4a�IPl�i�i�1�1�•1�111111♦(111111111♦ 1o•G•C, 11vGD S 94 , ,0101°1•••1.1.0101°' ��� � 1,,,1111111i 1 17 1'.ti %y�i.i.i.i �Ol""1�1 ;� �i�G�011�1�1 1�'•�1G•11Y1i O, _ I • 1 •A_1.1 1. i liIi�iZi•� iE _I�I { 'Z�� „'�pil�i:+�ti?i!�°i i��ili/i1i'i i'a��'v i42"i:°(•ii��1�.���• . ��� q■ it ��� �� I` ��; 156'1GyJ.45.L1.°e1,1_1o1,N Bog 60.P"Uk"Ia ON ��IO�®A ea �� ,g�{pli't'e1. 'v,1�5e1�6ar'bii0,'�Ile(4a4g41®Oa '�t71i%iN1'r' 1^'/°I°111111°/°/°N°1111e�eeeeel•���111111 l �� 1 ����tti'�IIIIIIOIiOlt/ISO 1111o11/1N1°111eeeelee 11111 n `55'111''1111itititil'1rj1/11i1/111111/111°�leee/•e01•1111111111 Oi 1 u r,,IIti _ AI IB I i Z7 �_• °� �� .fit}!.. Michael Schwartz Has mtl and complerrd the recti iremeuly necesx;111.u.nblain the designution ol: Certified FHA Specialist raued by: A ABCs ii Rmmi �i -. F art,rnKiva,t of -HA certificate Number. 9816528 L s n nuic ne v.dfy authenticity,visit: Issued Date; March 2,2011 vnvw.FHA•Tmmin&nam - 1 . Um ISWAAF-ft Hockey Coaching Education Program This is to certify that DAVID BEZEAU has completed the 16118119 & Under Online Age-Specific Module. USA Hockey thanks you for your commitment, dedication andserviceto amateur ice hockey in the United States. cj_ December 19, 2011 Mark Tabrum Date Dave Qrean USA Hockey USA Hockey Director, Coaching Education Program Executive Director The USA Hockey Coaching Education Program is presented by arum' EXHIBIT "B" The Community Services Department is requesting that the Operators base a competitive budget proposal on a percentage of estimated revenue that will be garnered from the operations of the Roller Hockey/Multipurpose Facility. SCHEDULE OF FEES REVENUE PROGRAM ACTIVITY FEES HOURS fees x hours Youth Leagues $100 30 $3,000.00 Per Player a:d.j/sk Adult Leagues $100 28/'`/. ui� $2,800.00 Per Player ' Clinics $60 15 $900.00 Per Clinic V ft t c� Games/Practices Included N/A N/A In Lea ue Tournaments $25 20 $500.00 Per Player !i`at.tir;,.UE41, — Private Groups $40 20 $800.00 Independent Groups $40 20 $800.00 REVENUE 8,800.00 SCHEDULE OF EXPENSES ' COST RATE HOURS (rate x hours) Manager/Rink Supervisor $15.00 100 1,500.00 Staff Including Referee, $15.00 126 1,890.00 Scorekee er Equipment, Trophies, Pucks, 300.00 and Jerseys Utilities (electricity, gas, water, 1900.00 .and gortable restroom 797125.1 23 Maintenance 950.00 Other(Specify)—See Attached 2,026.00 EXPENSES 18.576.00 .7 4 TOTAL PERCENT TO AMOUNT TO PAY TO COMMUNITY REVENUE.EXPENSES BE PAID SERVICES DEPARTMENT 250.00 OTHER EXPENSES: Description: Amount 1 Month: Rent $250.00 Liability Insurance $1,000.00 Worker's Comp $100.00 Re-Payment to Investment $500.00 Profit Sharing to City of SJC $176.00 Total: $2,026.00 - 797125.1 24 Operation of Roller Hockey/ Multipurpose Facility CITY OF SAN JUAN CAPISTRANO CAPD Arena Soccer—David Tran 1/6/2012 C9POB9EN95000EA ATTACHMENT CAPO ARENA SOCCER)CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility �,aaswacmt January 6,2012 TABLE OF CONTENT 1. INTRODUCTION 2. BACKGROUND 3. GENERAL PROPOSAL INFORMATION A. General Requirements 1. Operation of Facility IL Maintenance of Improvements and Equipment III. Schedule of Operations IV. Cleanliness of the Area Surrounding the Roller Hockey/Multipurpose Facility and Parking Lot V. Health and Safety VI. Player Release Forms VII. Added Value to Selecting CAS B. Business License C. Insurance D. Independence E. Operator qualifications and Experience F. Partner,Supervisory and Staff Qualification and Experience 'G. Similar Engagements with other Governmental Entities H. Specific Philosophical Approach I. Compensation to the City 4. CONCLUSION 5. EXHIBITB Page 2 of 13 CAPD ARENA SOCCER(CAS) PROPOSAL l City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility rm-ARAWlIff January 6,2012 1. INTRODUCTION: On December 8,2011, Capo Arena Soccer (CAS)attended the mandatory pre-proposal site tour meeting held atthe San Juan Capistrano Community Center and followed with a site tour at the Roller Hockey/Multipurpose Facility. Based on Information given at the mentioned meeting and In the request for proposal documents Issued on December 2,2011,CAS would like to respectfully submit a proposal to provide professional and technical services in the field of operatingthe City's Roller Hockey/Multipurpose Facility located on Marco Forester Middle School,3 Positiva,San Juan Capistrano, Callfomia 92675. 2. BACKGROUND: Capo Arena Soccer(CAS)operates recreational soccer leagues in an "arena" on carpet-turf flooring. An arena rink Is similar to a hockey or skating rink which has continuous enclosed perimeter walls with several entry gates/doors. Similar to the game of hockey,the soccer ball can be played directly off the wall which eliminates many frequent stoppages that would normally result for throw-ins, goal kicks, and corner kicks,and generally results in a faster paced game. CAS has been operating at the aforementioned City's Roller Hockey/Multipurpose Facility at Marco Forester Middle School from year 2000 thru Aug 2011(10 years), contracted through Revolution Roller Hockey. In the past 10 years of operation,CAS ran a variety of arena soccer leagues for all ages ranging from 6 years to 60+years of age. We've also held leagues and practices for other sports that required carpet-turf floor surface like lacrosse and arena football. Aside from the leagues, CAS has held combinations of tournaments and clinics as a give back appreciation to the loyal customers and to the community. We have also held youth soccer camps during school breaks in the spring,summer, and winter. Lastly,CAS has had many party rentals for youth and adults throughout the year. 3. PROPOSAL REQUIREMENTS: A. General Requirements Per Exhibit A,we are addressing the following scope of work: a) OPERATION OF FACILITY 1) CAS shall Incur all expenses associated with managing,operating and maintaining the aforementioned proposed facility located at 3 Via Positive. Page 3 of 13 CAPO ARENA SOCCER(ano)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility mroavarma IF January 6,2012 2) This facility will be operated as a public facility for adult and youth arena related activities such as arena soccer, hockey, lacrosse, rugby, and any other open sport recreational programs to include league games,practices,tournaments, clinics,and other related events. 3) The safety and health of all individuals who comes to the arena facility and the protection of the arena facility property are of vital concern to CAS. CAS will conduct all operations in a safe manner for the protection of all who comes to the arena facility. 4) CAS will perform routine safety inspections of the arena and its surrounding areas. CAS will repair any unsafe conditions promptly. 5) CAS will submit Profit and Loss(P&L)Statement to the City along with payment to the Community Services Department monthly. b) MAINTENANCE OF IMPROVEMENTS AND EQUIPMENT 1) CAS will be responsible for the cost to maintain of all equipment and structures used in the operation of the arena. Overall condition of the existing arena is good but there are some unsafe conditions that require repair prior to opening of business. List of immediate repairs are as follow: 1) Repair and replace broken plexi-glass around the arena. 2) Repair perimeter chain link fence. There have been break- Ins to the arena in the past leaving the fence cut up with exposed sharp cut edges. This may require a professional fence company to properly mend the fence. 3) Repair netting around the arena. Currently there are many spots that are torn and objects can fly thm the net Into the spectator's area. 4) Repair chain link fence front and back gate. The tracks are bent due to vandalism making it hard to secure the gates properly. 5) Mend existing carpet turf and stabilize turf to concrete surface. The above list are considered "repairs" but should CAS need to construct any temporary or permanent structures on the premise, we understand that the project is subject to design review and Page 4 of 13 CAPO ARENA SOCCER(CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility Lm s ff January 6,2012 approval by the City,CUSD, and the Division of the State Architect. 2) During open hours,CAS'Site Manager will be on site to manage the event of that day, be available for any safety emergencies, regulate safe conducts, and to answer any questions the customer,the City,or the public may have of our operation. All leagues and tournaments will be provided with minimum one (1) official per game. 3) CAS has the resource and Is prepared to hire on qualified Site Managers and other Professionals (sport officials,coaches, contractors, etc...)as necessary to support the demands and needs of the customers. CAS will provide aaredhed officials for all league games and tournaments. The officials will be appropriately uniformed with proper safety gear. 4) At any time when the arena facility is in operation, CAS will provide site supervision. This includes time such as contractor's on site for repairs, portal potty services,team practices, site cleanup, etc... 5) The appointed Site Manager will be David Tran. Please refer to paragraph E,Operator Qualifications and Experience for details of his experience. Mr.Tran will devote the majority of his time to the day to day operation of the arena facility. He will also work with the public to inform them about the arena's operation and make it accessible to them. The public will be Informed of CAS safety guidelines practices within the arena facilities to conform. In employing of managers,CAS will seek qualified and trained individuals as it relates to the sport they are managing. 6) All CAS personnel whom has supervisory or disciplinary authority over minors is required to pass a background check In compliance with California Public Resources Code 5164. c) SCHEDULE OF OPERATIONS 1) CAS business hours are as follows: 1) Big Arena I) Mondays thru Thursdays(game start time) 4:30 PM—Soccer Youth League Page 5 of 13 CAPD ARENA SOCCER(CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/multipurpose Facility IDWMGWsaraa January 6,2012 • 5:15 PM—Soccer Youth League 6:00 PM—Soccer Adult League • 6:50 PM—Soccer Adult League 7:40 PM—Soccer Adult League ii) Fridays and Saturdays • Currently there is no planned soccer leagues scheduled reserved for hockey, lacrosse, party rentals,clinics,etc... ill) Sundays(game start time) Currently prior to 4:00 PM there is no planned soccer leagues scheduled reserved for hockey, lacrosse, party rentals, clinics, etc... • 4:00 PM—Soccer Youth/Adult League • 4:50 PM—Soccer Youth/Adult League • 6:40 PM—Soccer Adult League • 7:30 PM—Soccer Adult League • 8:15 PM—Soccer Adult League (2) Small Arena (a) To be announced upon completion of constructing new small arena. Note: These are tentative league schedules and are subject to change due to volume of Interested players and teams. d) CLEANLINESS OF THE AREA SURROUNDING THE ROLLER HOCKEY/ MULTIPURPOSE FACILITY AND PARKING LOT 1) CAS understands that there is high volume of people that utllizes the arena's adjacent parking lot and the pathway leading up to the arena to either go the arena or to the grass fields adjacent to the arena. There tends to be lots of trash due to the mentioned traffic of people. CAS Is committed to helping the Parks & Recreation pick up trash and discard in the City's approved disposal location. e) HEALTH AND SAFETY Page 6 of 13 CAPD ARENA SOCCER(CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility arort4zxrsctnr January 6,2012 1) Health and safety is CAS'highest priority. We will develop a Health and Safety Plan specific to the arena operation with consideration of the City and Capo Unified School District's safety requirements. The Safety and Health Plan shall address corrective actions for safety deficiencies and violations of safety practices. Further,the plan will Include Instructions of notification and reporting for safety care for minor and/or major injuries. This portion of the plan will be pasted In clear site for all to see and execute In case of an incident. The plan will also mention injuries that require medical attention will be reported to the City within fourteen (14) calendar days. CAS training of new hires will include the review of the Health and Safety Plan. CAS staff will routinely re-review the Health and Safety Plan to Instill SAFETY In their daily activities. F) PLAYER RELEASE FORMS 1) CAS'policy requires that all Individuals who partake In any activity (including league games, parties,clinics, etc...) in the arena facility will need to complete CAS' release waiver farm. CAS'waiver release form will be submitted to the City of San Juan Capistrano for review and approval prior to usage. g) ADDED VALUE TO SELECTING CAS 1) Community Charity Fundralsers—CAS propose to start an annual City of San Juan Capistrano Arena Soccer charity tournament, This Is one way to bring the community together and make money for the community. 100%of the proceeds will be given to the City and/or CUSD for their discretion of disperse. Further,the City and/or CUSD can benefit from the tax credit. CAS is open to host more charity fundraisers and welcomes the community - promotion of similar ideas. 2) Youth Soccer Clinics and Camps—CAS has resources and contacts with local soccer clubs and professional coaches that can offer Youth Soccer Clinics and Camps. We have had special appearances at these events by the Anaheim Bolts(Orange County Professional Arena Soccer Team). CAS has had former and Page 7 of 13 CAPO ARENA SonJua SOCCER(CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility A0January 6,2012 current professional soccer players participated in the arena soccer leagues. These players occasionally make appearances at our clinics and camps as well. B. Business License CAS will possess a City of San Juan Capistrano business license while performing the Scope of Work under the Agreement. C. Insurance CAS has consulted with our Insurance carrier and can meet the Insurance requirement stated in Exhibit "C". If CAS is awarded with the 5 year lease agreement, CAS will submit to the City proof of insurance within 15 calendar days of execution of the Agreement. D. Independence CAS shall act and be an independent contractor and not an agent or employee of the City of San Juan Capistrano,and shall obtain no rights to any benefits which accrue to the City of San Juan Capistrano's employees. CAS has no professional relationships Involving the City of San Juan Capistrano or any of its agencies and component units for the past 5 years. E. Operator Qualifications&Experience David Tran has had an extensive soccer career as a Recreation Director/Operator,as a Coach, and as a Professional Player. Below is his list of experiences: Certification • United States Soccer Federation (USSF) "D"Coaching License • United States Soccer Federation (USSF)State Referee • AYSO,Safe Haven Certifled • AYSO,Advanced Coaching Certificate Arena Soccer Experiences • August 2011 to Current,Owner/Operator, Capo Arena Soccer (CAS), organizing Community 6 v 6 Soccer League at San Juan Sport Park, CA Page 8 of 13 CAPO ARENA SanJuaSOCCER(CAS)PROPOSAL City of San loan Capistrano—Operation of Roller Hockey/Multipurpose Facility ows�w�f January 6,2012 2000 to August 2011, Owner/Operator, Capo Arena Soccer(CAS), contracted under Revolution Roller Hockey to operate arena soccer at City's Roller Hockey/Multipurpose Facility located on Marco Forester Middle School,3 Positive,San Juan Capistrano,CA 1994 to 1999, Director,Garden Grove Arena Soccer Park (full time first class arena soccer dedicated facility), Garden Grove, CA • 1998 to 1999, CISL Continental Indoor Soccer League (CISQ,CERTIFIED OFFICIAL FOR ANAHEIM SPLASH 1986 to 1989, Manager of EI Cajon Arena Soccer Center(full time first class arena soccer dedicated facility), EI Cajon, CA Coaching Experiences 2002 to Current, Head&Asst Coach for American Youth Soccer Organization (AY5O), Mission Viejo, CA 2008 to 2010,Coach for United FC,San Juan Capistrano,CA 2002 to 2003,Coach for Pacific Soccer Club,San Juan Capistrano,CA • 1995 to 1997, Coach for Irvine Strikers, Irvine, CA 1992 to 1993, Coach for San Clemente High School Girl Soccer Team,San Clemente, CA • 1991 to 1994, Player coach csulb men soccer Player Experiences 1990, USA Soccer Player,Vietnamese Olympics Tournament, Long Beach, CA USA 1989, USA Soccer Player,Vietnamese Olympics Tournament,Toronto, Canada • 1986 to 1988, Professional Soccer Player,San Diego Sockers Major Arena Soccer League (MISE),San Diego, CA 1985 to 1986,Soccer Player,San Diego Mesa College Soccer Team, San Diego, CA F. Partner.Supervisory and Staff Qualifications and Exoerlence CAS will not be partnering with any other entities for this engagement. David Tran is the proposed principal supervisor and manager of the site. Please refer to paragraph E above for Mr.Tran's resum€of experience. Proposed hours listed in paragraph 3A regarding Schedule of Operations equates to less than 40 Page 9 of 13 CAPO ARENA SOCCER(CAS) PROPOSAL Coq City of San Juan Capistrano-Operation of Roller Hockey/Multipurpose Facility rm� January 6,2012 hours per week which should only require one individual to manage the site. CAS will start with one Site Manager and that will be Mr.Tran and Is prepared and has the resources to hire additional Site Managers and other Professionals should the volume of business increase. CAS will notify the City of all new hires to ensure proper qualifications and experiences are met per contractual terms. G. Similar Engagements with other Government Entities Between year 2000 to August 2010 (10 years), CAS subleased the Roller Hockey/Multipurpose Facility from Revolution Roller Hockey. We were the Operator for Arena Soccer. Arena soccer operation schedule were as follows: 1) Big arena(all year except for July&Aug)-Sundays, Mondays, Tuesdays(working hours 6PM-9PM) 2) Big arena(July&Aug)-All days(working hours 6PM-9PM) 3) Small arena (ail year)-Wednesdays,Thursdays, Fridays(working hours 6PM-9PM) In addition to the above arena locations, Mr.Tran has had engagements with other government entities when he was the Director of Garden Grove Arena Soccer. H. Specific Philosophical Approach a) CAS work Plan for the 5 year lease terms are as follows: 1) Year 1 1) Refer to paragraph A3 above regarding Schedule of Operations for quantity of leagues CAS plans to start In first year. Our goal Is to attain minimum 16 youth soccer teams and 34 adult soccer teams per quarter. 2) Fridays and Saturdays are reserved for hockey, lacrosse, party rentals,clinics,and any other open programs. CAS will advertise and seek other open programs to fill In the schedule. 3) We need a minimum of 4 teams(40 players)in order to create a league. If participation falls below the mentioned minimum requirement,the league will be cancelled and CAS will fill the allotted schedule with other programs. 4) Refer to paragraph A2 above regarding Maintenance of Improvement& Equipments for CA5'plan to perform Page 10 of 13 CAPO ARENA SOCCER(CAS)PROPOSAL gapt City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility owa®nsr¢+ January 6,2012 repairs prior to opening of business. This initial cost will be CAS responsibility. 5) Once repair are completed, CAS will reutilize existing carpet-turf and goals for approximately one(1) quarter to generate capital for re-investing towards new soccer goals and carpet-turf. i) CAS plan to retrofit soccer goals at each end of arena. Past 10 years CAS has been using soccer goals that mount within the footprint of the arena. The new retrofit soccer goals will be recessed into the walls of the rink similar to official arena for soccer. This improvement will give the players a truer arena soccer experience. We can retrofit the new recessed soccer goal to be closed off for the flexibility to change from soccer to hockey or to lacrosse or to any other event that requires continuous enclosed rink. ii) CAS plan to replace the arena's existing carpet-turf. The carpet-turf will need to be custom design for stable placement and easy removal for other activities. 6) CAS projects replacement of goals&carpet to be complete by end of 4u'quarter. 7) Throughout the first year, CAS will allocate excess funds towards the construction of the new small arena. CAS will be working on design to submit to the City,CUSD,and the Division of the State Architect for review and approval to start construction in the second year. 2) Year 2 1) By 4u'quarter,we project to generate enough capital to reinvest towards building a new small arena and received approval from the mentioned parties to start construction on the small arena. The small arena will generate additional 30%growth In net profit. Page 21 of 13 CAPD ARENA SOCCER(CAS)PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/Multipurpose Facility awaaaraffir January 6,2012 2) Adjust schedule of operations as necessary to the demands. CAS will inform the City of any changes to schedule of operations. 3) Year3 . 1) By 4"quarter,we project to generate enough capital to re-Invest towards new side boards for the big arena. The current arena served its purpose for the last ten 10 years and with projected higher usage of It,the existing side boards will not up-hold for the next 10 years. 2) Adjust schedule of operations as necessary to the demands. CAS will inform the City of any changes to schedule of operations. 4) Year 4&5 . 1) By year 4&5,the City now has 2 NEW arenas that should last for another 10 years of usage. 2) Adjust schedule of operations as necessary to the demands. CAS will inform the City of any changes to schedule of operations. b) Operator's Management Philosophv Mr.Tran Is a Fatherto 4 children (ages 15, 12,7, &6 months) and a Husband to a Wife of 15 years of marriage. He and his wife have lived in South Orange County for over 20 years. During those 20 years,the sport of soccer has given the family a strong connection to the community. It is that connection that builds better quality of life for all in the community. Mr.Tran management philosophy is to serve the community by giving them a place to experience recreational athleticism in the various events that the arena offers and to get to know your neighbors and local businesses while participating in these events. As stated above in the 5 years business plan,CAS' intention is to create a safe,secure structure,for all within the local community to enjoy beyond the term of the 5 year lease. If CAS is awarded the lease to the Roller Hockey/Multipurpose Facility,we will diligently work towards achieving our 5 year plan to provide the City and the community a place that everyone can enjoy with theirfamiiy and friends and be proud that they have this facility In their community. Page 12 of 13 CAPO ARENA SOCCER(CAS) PROPOSAL City of San Juan Capistrano—Operation of Roller Hockey/multipurpose Facility M M5 January 6,2012 I. Compensation to the City a) CAS is committed to the City of San Juan Capistrano's success and would like to offer 10%of total revenue less expense as calculated in Exhibit B. We would like to additionally offer a guarantee$5,000 annual payment for the first year. If the 10%offer equates to less than $5,000 in the first year,CAS will pay the City the difference to guarantee the City an income of$5,000 in the first year. b) CAS would like to clarify calculations noted in Exhibit B Is an annual calculation. C) Breakdown of activities within the categories are as follows 1) Managers—Site Manager,Asst Site Managers 2) Epuloment—portal potty,misc soccer equip (balls, gloves,.first aid, dollies, etc...), trash cans, etc... 3) Utilities—electric, gas,water(omit this cost if this is the City's cost similar to the terms in the last ten-year lease) 4) Maintenance—cleanup service,contractor's fees for maintenance 5) Other—Insurances(GL,Auto,WC), business expense(tax, accounting,business fees,etc—) 4. CONCLUSION: Capo Arena Soccer(CAS)would like to thank Capistrano Unified School District and the City of San Juan Capistrano this for opportunity to propose on providing a first class arena facility for soccer, hockey, lacrosse and other open sport recreational programs. Like in any other types of business,desire and passion for the scope of work is crucial to the success of that business. David Tran with CAS possesses the desire and passion for the sport of soccer and has the enthusiasms to share and teach the sport to all and to all levels of athletes. His ultimate reward In all his years In the business is to experience the players'enjoyment of the game (especially the younger ones). This opportunity is more than Just a business for CAS,It Is an opportunity for the community to share and gain David enthusiasm for the sport of soccer. Respectfully, David Tran, Owner of Capo Arena Soccer(CAS) Page 13 of 13 EXHIBIT "B" The Community Services Department is requesting that the Operators base a competitive budget proposal on a percentage of estimated revenue that will be garnered from the operations of the Roller Hockey/Multipurpose Facility. SCHEDULE OF FEES - REVENUE PROGRAM ACTIVITY FEES HOURS fees x hours Youth Leagues 103 .85 41to 43, ZOO Adult Leagues 9 a 600 Clinics Games/Practices Tournaments Private Groups Independent Groups REVENUE 1,300 141 boo SCHEDULE OF EXPENSES COST RATE HOURS (rate x hours) Managers 20.00 Z,OHO 4l (coo Staff — _Eciuipment 3.(09 I, 300 4) Z? O O Utilities electric' as,water 18 .4f0 i, 3OO 2-4 000 Maintenance 9.Z3 1, 300 12 , 000 Other 5 eci 2-9 . l03 1,300 3$ 520 EXPENSES I , $00 I ZO I TOTAL REVENUE-EXPENSES PERCENT TO AMOUNT TO PAY TO COMMUNITY BE PAID SERVICES DEPARTMENT 20880 10� 2�08Q� 797125.1 r-ynfhla Alexander rrom: David Tran<capoarenasoccer@gmall.com> Sent: Friday, March 09, 2012 9:32 AM To: Cynthia Alexander; Debbie Evenson Subject: Re: ROLLER HOCKEY/MULTIPURPOSE FACILITY IN SAN JUAN CAPISTRANO Hi Cynthia, 1 apologize for not getting this info to you sooner but I needed time to seek some hard costs from an arena speciality builder to provide you with better information so that we can plan appropriately to meet the City's concern regarding safety. Repairs are as follows: 1. Remove existing old Plexi panels & install new Cyro Acrylic panels with new frames. $9,650 2. Remove chainlink fencing on score keeper side of rink and replace with new vinyl coated 1" diamond chain link. $3,640 , 3. Repair perimeter fence and mend holes in netting above chain link fence on dasher board. Estimated not to exceed $2,000 CAS had proposed to fund $5,000 for repair work. The proposed repair work included above mentioned Items with exception of replacing "all" plexi panels and frames. CAS initial intention was to only replace the broken plexi panels and In the 3rd year replace all panels when we install new dasher boards. Shifting gears to replace all panels prior to start of league rather than till 3rd year to acquire enough capital to wer cost, CAS would like to propose the following: 1. Referencing page 13 of CAS proposal, omit$5k guarantee annual payment for the first year. This moneys will be put towards new panels and frame funds. 2. CAS will offer additional funding to cover the remaining outstanding amounts. I hope this information helps and not make it more confusing. Please feel free to call me anytime if you have any questions. Respectfully, David Tran (949)289-6319 ATTACHMENT 3 ® 99S'B 99S'B 99S'B .985'8 99S'8 995'8 99S'8 9958 9958 9958 995'8 9958 99S'8 000'OS NO Orad 4se01elo1 -- 0 0 0 0 0 0 0 0 0 0' 0 0 0 0 wpe4s iamaioa9fiwpnpu95a40ua9 --- 0 0 0 0 0 0 0 0 0 0 0 0 0 o RuewawiOw!tl8aw»�)nip!l �,_ OOS OOS OOS 005 005 OOS 005 005 005 005 OOS 005 009 Tuaw45anul of lvawRedaB __ OOT OOT poi p0'! 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(hereinafter referred to as"Licensee"). RECITALS: WHEREAS, Licensor has leased certain real property from the Capistrano Unified School District for the purpose of developing a roller hockey program; and WHEREAS, Licensor desires to make said real property available to Licensee for the purpose of developing a roller hockey facility and program under an independent contractor contractual arrangement as provided for in this Agreement; and WHEREAS, Licensee is prepared to act as an independent contractor to construct and operate a roller hockey facility and program as more.fully set forth in this Agreement; NOW, THEREFORE,the parties hereto mutually agree as follows: Section 1. Grant of License/Site Plan. Licensor hereby grants to Licensee a license for the purpose of entitling Licensee the right to construct and operate a roller hockey facility and program on that real property, more particularly described in Exhibit"A,"attached and incorporated herein by reference (hereinafter the"Premises"). The facility site plan and configuration of the project are attached as Exhibit"B", and incorporated herein by reference. Section 2. Construction of the Roller Hockey Facility. (a) The construction of the Roller Hockey Facility(hereinafter the"Facility")shall be performed In strict accordance with the blueprints of the project, dated February 21, 1998,as supplied by Licensee,and approved by Licensor. Said blueprints are on fife with the Licensor's Community Services Department. (b) in addition, the project shall conform to,and be constructed in accordance with, the mitigation measures approved by Licensor as a part of Llcensee's land use entitlement process. (c) Construction of the Facility shall be completed within sixty (60) days of execution of this Agreement, pending Capistrano Unified School District approval. �: actaecsu�ereev,ocxey.°er -�- Attachment 5 J (d) Licensee shall coordinate with the Capistrano Untried School District and City during construction phase so as to avoid an interruption In planned District school functions. (e) Licensee shall provide a schedule of planned construction activity which shall be reviewed and approved by the District prior to beginning work. (t) Upon completion of the improvements to the satisfaction of City, title to the improvements shall Immediately vest In favor of the City. Section 3. The Roller Hockey Facility Proaram Implementation and Review. When the Facility becomes operational, Licensee shall develop and provide to the public a facility program which involves recreational roller hockey leagues for youth and adults, as well as clinics, tournaments and any and all public and private rentals for community use. The program shall be presented to Licensor in writing for approval prior to its Implementation. Further,the program shall be periodically reviewed at Licensor's discretion to Insure that the program Is not causing an undue nuisance, Including but not limited to, noise Impacts, excessive parking demands, or other public health and safety issues. In the event that Licensor determines at Its discretion that such health and safety problems do exist, Licensee agrees to freely make whatever reasonable changes are needed as requested by Licensor. Section 4. Term. The term of this Agreement shall be eight(8) years. Licensee shall have the right to exercise an option to renew the Agreement for another two (2)years by giving written notice of option renewal to Licensor by not later than six(6) months from the termination date of this Agreement. This term is granted to Licensee so that Licensee may amortize the cost of the Improvements over a minimum period of ten (10)years in consideration for transfer of title of improvements to City at time of construction of such improvements. Section 5. Licensee Compensation to Licensor. (a) Licensor shall receive compensation from Licensee for the privilege of developing the Facility on the Premises in accordance with the following formula: (i) City to receive a fee often dollars($10.00)per participant for each hockey session; ab�p 61wpdocats9reaVwcker esr -2- M22M (ii) City to receive ten percent (10%) of gross revenues from tournaments, clinics camps, facility rentals and any additional revenues derived from the court usage. (b) Licensee shali'maintain detailed records of gross receipts for all events for the purpose of allowing City audits of licensors revenue stream. Licensor shall submit to an audit at any time providing City gives thirty(30)days'advance written notice. Section 6. School District's Right to Access Facility. Licensee agrees to allow District to utilize the project facilities during normal school hours. For purposes of this Agreement,the term"normal school hours"shall be from 8:00 a.m.to 3:15 p.m., Monday through Friday,for each day that school is in session, including lunch hour. It is understood and agreed that the starting and ending times for school hours may change from school year to school year, and that for each school year, the actual starting and ending times will be those school classes start and end as determined for each school year by the District. Licensee shall coordinate with District and City with respect to scheduling of the use of the subject facilities. Section 7. InsuLance and Liability. (a) Comorehensive General Liability. Licensee shall maintain in full force and effect comprehensive general liability coverabe, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts: $5,000,000 property damage; $5,000,000 injury to one person/any one occurrence/not limited to contractual period; $5,000,000 injury to more than one person/any one occurrence/not limited to contractual period. Said policy shall remain in full force and effect throughout the duration of this Agreement. The policy shall named City, its elected and appointed officials, and employees,and the Capistrano Unified School District, its elected and appointed officials, and employees, as additional named insureds. Further, the Licensee shall present an insurance endorsement form, In addition to a insurance certificate, proving that said insurance is in place. The insurance forms described herein shall be reviewed and approved by Licensor's City Attorney. o to+pwtne WPft=tasreeftChr epr -3- 3raw (b) yVarker's Compensation. If Licensee employs employees to perform services under this Agreement, Licensee shall obtain and maintain, during the life of this Agreement,Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. These policies shall not terminate, nor shall they be canceled nor the coverage reduced until after 30 days'written notice is given to the Licensor. (c) Hold Harmless. Licensee shall indemnify, save and defend Licensor, its elected and appointed officials, and employees and the Capistrano Unified School District, their elected and appointed officials, and employees harmless from and against any and all claims, demands, suits, actions or proceedings, of any kind or nature, for damages to property or injuries to or death of any persons arising out of Licensee's actions and activities in constructing and operating the Facility. Section 8. Postina of Surety Bond To Guarantee Completion of the improvements. Licensee shall post a surety bond in an amount equaling the cost of the project guaranteeing completion of the improvements once construction commences. The bond shall be in a form acceptable to the City Attorney and shall be posted with City within fifteen (15) days from date of execution of this Agreement. Failure to post the bond as required shall be deemed a material breach of contract and shall empower City to terminate the Agreement should the default not be cured within five (5)working days from date of notice to Licensee. Section 9. Utilities. Licenses shall be solely responsible for paying for and Installing any required utilities to service the Facility. Section 10. Possessory Interest Taxes or Other Taxes To the extent that the County of Orange Imposes any real property possessory Interest taxes in connection with the District leasehold to City or this Agreement, the tax liability shall be subject to negotiation between the parties. Section 11. Maintenance of Facility. Licensee agrees to assume full responsibility and costs for the maintenance of the Premises and Facility throughout the term of this Agreement. Licensee shall take all necessary action to maintain and preserve the Premises In a decent, safe, healthy and sanitary condition satisfactory to Licensor and in compliance with all applicable laws. a:hvptMn80Nvpdocslsgreelhockey.agr -4- 3rt?/89 Section 12. Tours of Operation. The roller hockey facility hours of operation shall be in compliance with Administrative Policy 607 which governs hours of operation for athletic fields. The current hours of operation are within the hours of 8:00 a.m.-9:30 p.m., Monday through Saturday, and 9:00 a.m. - 9:30 p.m. on Sundays. The hours are subject to change, pending on changes to Administrative Policy No.607. Section 13. No Assignments. Licenses shall not assign or hypothecate in any manner this License Agreement without the express written consent of Licensor. Section 14. Default, (a) In the event of a default by Licensee, Licensor shall give Licensee thirty (30)days' written notice to cure the default. The notice shall specify in reasonable deteil the nature and extent of the default. If the nature of Licensee's obligation Is such that more than thirty (30) days are required for performance, then Licensee shall not be deemed to be in default if it shall commence such performance within such thirty(30)day period and thereafter diligently prosecute the same to completion. (b) If the default is not cured by Licensee, then Licensor may immediately terminate this Agreement. (c) Either party shall be entitled to reasonably attorney's fees in the event that an enforcement action is required to be taken by reason of the conduct of the parties. (d) In the event of default, City will have unimpaired ownership of the Improvements. Section 15. Independent Contractor. In performing the covenants of this Agreement,the parties agree and acknowledge that Licenses shall act and be an independent contractor and not an agent of employee of Licensor, and shall obtain no rights to any benefits which accrue to Licensors employees. The parties further agree and acknowledge that Licensor will not Intervene or control the methods and means of the construction or operation of the Facility, except as provided herein, and that the services of the Licensee are unique. Section 16. Notices, All notices, demands, requests, consents, or other communications which this Agreement contemplates or authorizes, or requires or permits either party to give to the C�WPNAl160{1AfpdOC61Dg1001hOd(GyA$f -�- 3f7?/89 other,shall be in writing and shall be personally delivered or mailed to the respective party as follows: To Licensor. City of San Juan Capistrano City Manager 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Licensee: Revolution Roller Hockey, U.C. 1308 Felipe San Clemente, CA 92673 Section 17. Entire Agreed nt. 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first above written. LICENSOR: CITY AN JU CAPISTRANO By: ATTES einer, mayor By: ,� u Cheryl John=A, My Clerk APPROVED AS TO FORM: By: John R. Sh , City Attorney LICENSEE: REVO N RO HOCKEY, L.L.C. By: a:W�pwln001wpdocoingrooVioakeyopr �- 3l2?JBB MARCO FORSTER ATIRLETIC FIELDS Existing . Termis Courts _ Proposed Location of Roller Hockey Courts 1l3nsketbafl Courts Softball field z So�c oo46a// Softball Field 1 bP/�L''n 0 EXHIBIT d PROPOSED ROLLER HOCKEY SFFE PLAN _ City of San Juan Capistrano Sports Park. New Kinoshita Elementary School Site I 1 i Existing Parking Lot Serving f Sports Park&Kinoshita School �1 mason oaa�sntq ri �a ""' 4 r mrts a y �r on Marco Forster Middle School a a L i a i ! 6 A 1+1�snew.v gEY�Lf60N tllALt111 Pl Cmtp7 w + -� O -- sninivuen imm4w [WUH YRt6l.61YG ry t Existing Tennis Courts Location Marco Forster Middle School Athletic Fields EXHIBIT 8 PROPOSED ROLLER ABY RENK PLAN . a s ...�—z—cam Irr 6 � r ,►�. 1 r � i+t+rte+�lln.ui.e wrn h HOCM ►. .• lllpl _ , .. - ExtSfMat fltl►IIT lrrNa � � �za+ emir s o O •MUM- -am om*—am aaxd ad ...,. . e . --i A to +rang r fit• b O M••�•. � 4 h C o ate. t Pao+w+n••o= +a erc+•s.w ,pi0•sla•+onm. Rt�UllRftfNR011fJl110CK6T � ilR1x fIJIN •J '[0104 1t-A' R i DA[llA1VJ;Lt f L 1AfG ! EXXFIIBIT B JOINAVELOPMENT AND JOINT USE AGREEMENT BETWEEN CAPISTRANO UNIFIED SCHOOL DISTRICT AND THE CITY OF SAN JUAN CAPISTRANO THIS JOINT DEVELOPMENT AND JOINT USE AGREEMENT (this "Agreement") is made and entered into this 25 day of MAY , 1999 by and between Capistrano Unified School District (the "District"), a school district duly organized and operated under the laws of the Stale of California, and the City of San Juan Capistrano (the "City"), a California municipal corporation, both of whom shall be collectively referred to as the"Parties," and is based upon the following: RECITALS: WHEREAS, Section 10900 et sec. of the Education Code of the State of California authorizes the City and the District to contract with one another to establish, construct, improve, operate and maintain recreational facilities and programs; and WHEREAS, the City and the District have approved a joint plan (the "Master Plan") that provides for the development and shared use of a portion of a school site owned by the District known as the Marco Forster Middle School (hereinafter the "School Site"). The Master Plan and all related documents are attached hereto as Exhibit A and incorporated herein as if fully set forth; and WHEREAS, the Master Plan envisions development of a roller hockey rink facility, other related recreation oriented improvements (the"Facilities") upon the School Site which will provide an important educational and recreational opportunity to District students and to the community of San Juan Capistrano; and ATTACHMENT 6 WHEREAS, boe District and the City wish to h the rights to use those Facilities which are to be constructed on the School Site In the manner and at the times indicated in this Agreement; and WHEREAS, District Is willing to grant to City the right to allow the public to use the Facilities on the School Site in exchange for the City's performance hereunder. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: SECTION 1 CONSTRUCTION 1.1 Compliance with the Division of State Architect. The architect's plans and specifications for the Facilities shall be submitted to the Division of the State Architect (DSA) for approval. The construction and installation of the Facilities to be placed on the School Site shall comply with all requirements of the Division of the State Architect (DSA). 1.2 Construction of the Facilities. City shall construct or cause to be constructed at its sole cost and expense the Facilities as provided in the pians and specifications and agrees to provide to District information regarding the award of a construction contract and the progress of the construction of the Facilities. 1.3 Change Orders. Except as provided below, City shall have the exclusive authority to approve change orders applicable to the Facilities if the same become necessary. City agrees to supply information regarding the change orders to the 2 District prior to the wok&mmencing on the change order. 1.4 additional Work. City and District may mutually amend this Agreement, In writing, to modify the scope of the work related to the Facilities to include other construction work. District shall be responsible for any and all costs associated with such additional work which is solely for the benefit of the District. City shall be responsible for any and all costs associated with additional work which solely benefit the City. 1.5 Cooperation Between the City-and the District. City and District shall cooperate in the construction of the Facilities and shalt use all reasonable diligence in granting and/or obtaining any and all approvals necessary for the construction of the Facilities. 1.6 Schedule for Development. District and City shall mutually agree in writing upon a development schedule for the construction of the Facilities which will not disrupt the normal use and operation of the Marco Forster Middle School such that it hampers the school's ability to properly function and carry out Its educational purposes. 1.7 Notice of Completion. Upon City and District approval of the final Inspection of the Facilities, City shall issue a Notice of Completion and mail such notice to District. 3 SECTIO& OPERATION Except as otherwise provided in this Agreement, City shall be responsible for the operation of the Facilities and for all costs associated with the operation of the Facilities on the School Site. City agrees to annually pay District twenty percent (20%) of the amount that City is to contractually receive from City's Operator of the Facilities. At the end of each fiscal year, City shall certify to District the exact amount of revenue City has received from the City's Operator. Within thirty (30) days of said certification, City shall then transmit the amount due and owing to the District. SECTION 3 MAINTENANCE 3.1 Maintenance Costs. Except as otherwise set forth in this Agreement, City shall maintain the Facilities at its sole cost and expense during the term of this Agreement and any extensions thereof. City agrees to take all necessary action to maintain and preserve the Facilities in a safe, healthy and good working order condition satisfactory to the District and in compliance with all applicable laws. 3.2 Acts of God. The above notwithstanding, City shall not be responsible to repair or replace the Facilities if they are partially or totally damaged or destroyed by an act of God, including but not limited to occurrences such as earthquake, flood, fire or storm. In the event of such occurrence, the Parties will consider what action, if any, shall be taken to restore the Facilities. 4 3.3 Abateme&f Dangerous Conditions. City s I be responsible to take appropriate action to abate any dangerous conditions. Any costs incurred by District to abate the dangerous condition shall be reimbursed by City within thirty (30) days of City's receipt of notice of such costs. 3.4 Closure for Maintenance. Any maintenance procedure which shall require the temporary closure of the Facilities for more than twenty-four (24) hours shall occur at times mutually agreed upon in writing between the Parties. 3.5 Utilities. . City shall provide for and install all utilities necessary for the proper functioning of the Facilities. City shall pay all costs for the operation, repair and maintenance of the utilities for the Facilities during the term of this Agreement and any extensions thereof. SECTION 4 JOINT USE OF THE FACILITIES 4.1 District's A0porlionment of Use. District shall have the right to the exclusive use of the Facilities located on the School Site during normal school hours, for the purposes of this Agreement, the tern "normal school hours" shall be from 8:00 a.m. to 3:15 p.m., Monday through Friday, for each day that school is in session, including lunch hour. It is understood and agreed that the starting and ending times for school hours may change from school year to school year, and that for each school year, the actual starting and ending times will be those hours that school classes start and end as determined for each school year by the District. 5 4.2 C Au tionment of Use. The City sip have the right to the exclusive use of the Facilities and the nonexclusive use of any existing parking spaces located at the front of the School Site at all times other than normal school hours. 4.3 Scheduling. City and District agree that within thirty (30) days from the date of execution of this Agreement, City and District shall establish a system to provide for the coordination and scheduling of the use of the Facilities. Such system shall include a procedure for reserving the use of the Facilities and priorities for use of the Facilities. The District will be given first priority in the use of the Facilities provided District give advance written notice to City in compliance with the Parties' reservation policy and procedure in effect at the time such notice is required. SECTION 5 TERM/EXTENSIONS 5.9 Initial Term. The Initial Term of this Agreement shall be for a period of eight (8) years commencing on the date this Agreement is fully executed by both Parties. City shall have the right to exercise an option to renew the Agreement for another two (2) years by giving written notice of the option renewal to District by not later than six(6) months from the end of the Initial Term. 5.2 Termination due to Default. In the event of default by City, District may terminate City's right to operate on the School Site at any time within the Initial Term by providing City written notice of the effective date of termination. City shall not be deemed to be in default in the performance of any obligation required to be performed by it unless and until It has failed to perform 6 such obligation&hin thirty (30) days after writtelmotioe by District to City specifying -in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of the City's obligation is such that mon: than thirty (30) days are required for Its performance, then City shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In the event of default, each party shall bear its own aftomeys'fees and costs. SECTION 6 OWNERSHIP OF FACILITIES: PURCHASE 6.1 Title and Ownership. District owns and holds title to the entire Marco Forster Middle School upon which will be constructed the Facilities. City shall own and hold title to the roller hockey rink and accompanying fixtures installed or constructed as part of the rink. District shall own and hold title to any and all parking lots and accompanying fixtures installed or constructed as part of the parking lots. 6.2 0,. gtion to Purchase Upon Termination. Within n et (90 days of the termination of this Agreement or any extension thereof pursuant to Section 5 above, the District shall have the first option to purchase the Facilities. If the District decides not to exercise the right to purchase, then the Parties may agree to other terms and conditions regarding disposition of the Facilities. Transfer of title as a result of the purchase shall occur In the same manner as outlined in Section 6.3 below. District's purchase of the Facilities shall result in City's rights pursuant to Section 4.2 "City's Apportionment of Use" being terminated. 7 6.3 Transfer it e. Transfer of title and ownersh m City to District of the Facilities installed or constructed shall be deemed complete after City Council's and District Governing Board's approval of such transfer and District's delivery to City of funds necessary for the purchase of the Facilities. Transfer of title from City to District of the Facilities permanently and immediately terminates any and all of City's rights and obligations under this Agreement with regard to those Facilities and such Facilities shall be operated in District's sole discretion. 6.4 Purchase by Third Pady. City agrees that the Facilities shall not be sold to any third party at any time without the prior written consent of the District. SECTION-7 INDEMNiFICATIONANSURANCE 7.1 District's Obligation of Indemnification. Neither City nor any officer or employee of City shall be responsible for any personal injury or property damage or liability occurring by reason of any negligent acts or negligent omissions on the part of District, Its officers, employees or agents in connection with this Agreement. Additionally, District shall fully indemnify, defend and hold the City harmless from and against any liability imposed as a result of any injury whatsoever occurring by reason of any negligent acts or negligent omissions on the part of District, its officers, employees or agents in connection with this Agreement. 7.2 City's Obligation of Indemnification. Neither District nor any officer or employee of District shall be responsible for any personal injury or property damage or liability occurring by reason of any negligent acts or negligent omissions on the part of 8 City, its officers, empls or agents in connection with Agreement. Additionally, City shall fully indemnify, defend and hold District harmless from and against any liability imposed as a result of any Injury whatsoever occurring by mason of any negligent acts or negligent omissions on the part of the City, its officers, employees or agents in connection with this Agreement. City agrees to require City's Operator of the Facilities to contractually enter into an appropriate indemnity covenant in favor of City and District. 7.3 DigWct's Insurance Obligations. District shall maintain general liability insurance with combined single limit of not less than $1 million per occurrence for the entire term of this Agreement and any extensions thereof. Such Insurance shall name City, its officers, employees and agents as additional insured. District shall fumish properly executed certificates of Insurance to City within thirty (30) days of entering into this Agreement, which certificates shall clearly evidence all coverages required above and provide that such insurance-shall not be materially changed, terminated or allowed to expire except on thirty (30) days prior written notice to City. 7.4 City's Insurance Obligations. City shall provide a certificate to District establishing that It is part of the Southern California Joint Powers Insurance Authority under which City is provided with general liability insurance of not less than $1 million dollar;. Such insurance shall name District, its Governing Board, its officers, employees, and agents as additional insureds and shall be primary with respect to Insurance or self-insurance programs maintained by District. 9 City shall furni roperiy executed certificates of flurance to District within thirty (30) days of entering into this Agreement, which certificates shall clearly evidence all coverages required above and provide that such insurance shall not be materially changed, terminated or allowed to expire except on thirty (30) days prior written notice to District. City shall require any City Operator to acquire and maintain at all times general liability 'Insurance with a combined single limit of not less than five million dollars ($5,000,000.00) per occurrence for property damage and personal injury with respect to all activities of the City's Operator in the operation of the Facilities and shall require the City Operator to name the City and District as additional insured. SECTION 8 GENERAL PROVISIONS B.1 Notice. Every notice, demand, request, designation, consent, approval or other document or instrument delivered pursuant to this Agreement shall be in writing and shall be either personally delivered, sent by Federal Express or other reputable overnight courier, sent by facsimile transmission with the original subsequently delivered by other means within three (3)working days of the facsimile transmission, or sent by registered or certified United States Mail (postage prepaid, return receipt requested), to the addresses set forth below or to such other addresses as the Parties may designate from time to time: If to District. Capistrano Unified School District 32872 Calle Perfecto San Juan Capistrano, California 92675 Attention: Daniel J. Crawford Assistant Superintendent 10 If to City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 82675 Attention: City Manager Written notice served by registered or certified mail shall be deemed delivered forty- eight (48) hours after the date mailed. Other notices shall be effective upon delivery. 8.2 Taxes To the extent that there may be any possessory interest taxes arising out of this Agreement or the construction and operation of the Facilities, District shall not be responsible for those taxes. 8.3 Covenants and Conditions. Each term and each provision of this Agreement performable by either party shall be deemed both a covenant and a condition. 8.4 Partial Invalidity. If any term or provision of this Agreement or any extension or application thereof to any party or circumstances shall, to any extent, be Invalid or unenforceable, the remainder of this Agreement or any extension shall be valid and enforced to the fullest extent permitted by law. 8.5 Waive . No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any action by the District requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of District. District's consent or approval of any 11 action by the City regdog District's consent or approval shot be deemed to waive or render unnecessary District's consent to or approval of any subsequent act of City. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.6 Entire Agreement. This Agreement represents the entire understanding of the Parties as to those matters contained herein, No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement. This Agreement shall be governed by the laws of the State of California and construed as If drafted by both City and District. This Agreement may not be modified, altered or amended except in writing by the Parties. 8.7 Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement. 8.8 Headings. Headings at the beginning of each numbered article and section of this Agreement are solely for the convenience of the Parties and are not part of this Agreement. As they are intended for reference only, no legal significance of any kind shall be attached to such headings. 12 IN WITNESS WHEREOF, City and District have executed this Agreement in one or more counterpart which, taken together, shall constitute one Agreement as of the date Indicated above. TTRANO UNIFIED SCHOOL DISTRICT D .James A. Fleming Superintendent CPT Of SAN UAN CAPISTRANO ohn Greiner Mayor A ST: Cheryl J son ' , City Clerk APPROVED AS TO FORM: 9L2---- City AttoYhey 13 j'- }4wrCffrtiffK m4LKlAY � i••'L� O • f'CfklttiT�•-fLCn.1��•r S ! f04r r w r fnKf1 i �•✓ � EXISTINOT wmcmw OflND < O ' E>71ar n ` O O 31. tfmf 1 W1/`a vay0p0ettwKd erd r ww.r..r. 12 W fq frmwrfw f>a Bill.. Ft wo- L 0 We- pnl- •� k .. .� fer Rua O * ..rt.:a.+•. r p!O uve"N"m Pi uterms" NO rnunonwu s .e==mmmim xzvWA NnH ROLLER IIOCKEY •r Rnm TUW OALE)ONJUE P.E INC Kt fe _ EXHIBIT A- MASTER PLAN .a LM ►.. f ` !1 wrt O1e21[1107 Q7Uli� IN 19 t arm on r t Q4T1'f4 4 . Y t = dJv, Pei AMMAL f i t i 0. �rw s•n 19 t t 10 srlacu+ .. RLVGLVT O#ROL2jt HOCKEY N ri w.orrst r f r� r r • to ...-. •f sm crinaftma PLOW OeuNR►1KLCr.L A'C RR 2 EXHMIT A-MASTER PLAN i JOINT FACILITY USE AGREEMENT BETWEEN CAPISTRANO UNIFIED SCHOOL DISTRICT AND CITY OF SAN JUAN CAPISTRANO THIS JOINT FACILITY USE AGREEMENT("Agreement") is made and entered into to be effective on the. day of 39aye, jWZ, 2011, by and between the City of San Juan Capistrano ("CITY") and the Capistrano Unified School District("CUSD"). RECITALS: 1. Education Code§10900 et sec. authorizes CUSD to organize, promote and conduct programs for community recreation, and to cooperate In providing community recreation programs and facilities. 2. CUSD owns and operates Marco Forster Middle School ("MFMS"), which is located at 25601 Camino del Avion, San Juan Capistrano, California, and which has facilities that are suitable for use for community recreation programs. 3. On May 25, 1999, CUSD and CITY entered Into a Joint Development and Joint Use Agreement for the development, construction, and operation of a roller hockey/multipurpose facility located at 3 Via Positiva, on the property of MFMS, which has expired. The CITY, as a result of the 1999 Joint Use Agreement, constructed the roller hockey/multipurpose facility on the MFMS property. 4. CITY desires to coordinate, schedule and conduct community recreation programs on the roller hockey/multipurpose facility, located at 3 Via Positiva, on the property of MFMS, during times when it is not being used for school purposes. ATTACHMENT 7 5. CITY and CUSD desire to enter into this Agreement to provide public use of the roller hockey/multipurpose facility at MFMS. AGREEMENT: NOW,THEREFORE, in consideration of the mutual promise, covenants and conditions herein contained, the parties hereto agree as follows; 1. Purpose of the Agreement The purpose of this Agreement is for the CITY and CUSD to work together to provide for the operation and/or public use, including use by community organizations, of the roller hockey/multipurpose facility, and to coordinate and schedule those uses along with the uses by the CITY and CUSD. 2. Use of MFMS by the CITY. a. CUSD shall grant to the CITY the following: i. The right to operate, coordinate, schedule and/or allow the operation and/or public use of the roller hockey/multipurpose facility during non- school hours; and !I. Maintenance responsibilities for the roller hockey/multipurpose facility as set forth in Section 4(b) below. b. During the term of this Agreement, CUSD shall make the roller hockey/multipurpose facility available to the CITY for the stated purposes of this Agreement, CUSD shall take no actions which interfere with or inhibit the use of the roller hockey/multipurpose facility, including, but not limited to, the 2 construction of temporary or permanent buildings on the area used for the roller hockey/multipurpose facility. 3. Scheduling the Use of the Roller Hockey/Multipurpose Facility. a. The CITY shall be responsible for and have the authority to control, coordinate, and/or schedule all use of the roller hockey/multipurpose facility during non- school hours. b. For purposes of this Agreement, school hours are defined to be from 8:00 a.m. to 3:30 p.m., Monday through Friday, for each day that school at MFMS is in session. Itis understood and agreed that the starting and ending times for school hours may change from school year to school year, and that for each school year, the actual starting and ending times, will be those hours that school classes start and end as determined for each school year by CUSD. CUSD, at its sole discretion, may extend the scope of school hours by as much as 30 minutes before the start time of classes or after the end time of classes, or both, in order to allow sufficient time for students to arrive at or leave the premises before the CITY commences its use of the roller hockey/multipurpose facility. c. CUSD shall have the exclusive use of the roller hockey/multipurpose facility during school hours. d. The CITY shall control, coordinate, and/or schedule all non-school hours use of the roller hockey/multipurpose facility, including use by CUSD and MFMS. The CITY shall establish a system to provide for the control, coordination and/or scheduling of the roller hockey/multipurpose facility, including controls and/or procedures for reserving the use of the roller hockey/multipurpose facility, providing supervision and assigning priorities for use of the roller 3 hockey/multipurpose facility. CUSD will be given first priority of use provided CUSD gives advance written notice to CITY In compliance with the CITY's controls and/or procedures at the time of the notice, and all others will be prioritized according to the CITY's controls and/or procedures. Use priority for all groups is based on facility availability. Additionally, the CITY shall schedule the use of the roller hockey/multipurpose facility to allow for maintenance/renovation purposes. e. The CITY shall insure that, as to the operation and/or reservation of use of the roller hockey/multipurpose facility by persons and organizations, each such person or organization shall have in effect at the time of use of the roller hockey/multipurpose facility, general liability insurance coverage in the amount of at least$1,000,000 per occurrence, and that the CITY and CUSD are named as additional insured on the applicable insurance policies. 4. Maintenance of the Roller Hockey/multipurvose Facility I. CUSD shall be responsible for and pay all costs incurred for any necessary maintenance or custodial services, and/or repairs for damages (if any) resulting from CUSD's use of the roller hockey/multipurpose facility. ii. CITY shall be responsible for and pay all costs incurred for any necessary maintenance or custodial services, and/or repairs for damages (if any) resulting from the scheduled public use of the roller hockey/multipurpose facility. S. Chances for Use of the Roller Hockey/Multigurgose Facility. The CITY may charge the persons and organization that operate and/or use the roller hockey/multipurpose facility during non-school hours an operations user fee, or charge for 4 r such use as set by contract or fee resolution of City Council. The purpose of this fee is for the CITY to recover the costs it incurs in scheduling the use of and maintaining the roller hockey/multipurpose facility. CUSD shall not be charged for its use of the roller hockey/multipurpose facility either for use during school hours or for use during non-school hours. CUSD shall not charge either the CITY or the public for the use of the roller hockey/multipurpose facility during non-school hours. In the event CITY contracts with an operator to manage the use of the roller hockey/multipurpose facility, CITY agrees to annually pay CUSD twenty percent (20%) of the amount CITY is to contractually receive from CITY's operator of the facility. 6. Term. The term of this Agreement shall be for eight(8)years commencing on the date this Agreement is fully executed by the City and CUSD. The City shall have the right to exercise an option to renew the Agreement for another two (2) years by giving advance written notice of the option renewal to CUSD not later than six (6) months from the end of the initial term. This Agreement may be terminated without cause by either party with one hundred eighty (180) days prior written notice to the other parry. 7. Cooperation of the Parties. The CITY and CUSD shall cooperate and take all actions necessary to achieve the purposes of this Agreement. Each party shall designate a particular person to be responsible for the performance of that party's duties and responsibilities pursuant to this Agreement. 8. Indemnification and Insurance. a. CITY shall save and hold CUSD, as well as its officers, employees, agents, and volunteers, harmless to the extent authorized by law from any or all claims or causes of action for injury of persons, including death, or damages to property resulting from or which may arise by reason of any dangerous or defective 5 condition of equipment or other improvements installed or constructed by CITY on property owned by CUSD, or a failure to maintain said equipment and improvements installed or constructed by CiTY in a safe condition or which might arise as a result of acts or omissions of employees of CITY. CITY shall maintain, at all times this Agreement is in force, general liability insurance,self- insurance or liability coverage through a self-insurance pool of not less the One Million Dollars ($1,000,000). b. CITY shall require any CITY Operator to acquire and maintain at all times general liability Insurance with a combined single limit of not less than three million dollars ($3,000,000.00) per occurrence for property damage and personal injury with respect to all activities of the CiTY's Operator in the operations of the roller hockey/multipurpose facility and shall require the CiTY Operator to name the CITY and CUSD as additional insureds. c. CUSD shall save and hold CITY harmless to the extent authorized by law from any or all claims or causes of action for injury of persons, Including death, or damages to property resulting from or which may arise by reason of dangerous or defective condition of equipment or other improvements Installed or constructed by CUSD on property owned by CUSD, or a failure to maintain said equipment and improvements installed or constructed by CUSD in a safe condition or which might arise as a result of acts or omissions of employees of CUSD. CUSD shall maintain, at all times this Agreement is in force, general liability insurance, self-insurance or liability coverage through a self-insurance pool of not less than One Million Dollars ($1,000,000). d. The CITY and CUSD each agree to provide thirty(30) days' written notice to the other party if it proposes any substitution, change, or other modification of the 6 aforementioned insurance coverage which will result in a decrease in the scope or the amount of such coverage. 9. Notices. Any notices to be given hereunder by either party to the other in writing may be effected either by personal delivery or by mail. Mailed notices shall be addressed to the address of the parties to be notified which appears below, but each party may change its address by written notice given in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated and received as of ten (10) calendar days following the date of mailing of the notice. CITY: Attn: Manager, Community Services Department City of San Juan Capistrano 25925 Camino del Avion San Juan Capistrano, CA 92675 CUSD: Attn: Executive Director, Facilities Capistrano Unified School District 33122 Valle Road San Juan Capistrano; CA 92675 10. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the subject matter of this Agreement, and contains all of the covenants and agreements between the parties with respect to this matter. Each party to the Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made with regard to this matter by any party, or anyone acting on behalf of any party,which are not embodied herein, and that no other agreement, statement, or promise regarding this matter not contained In this Agreement shall be valid or 7 binding. Any modification or amendment of this Agreement will be effective only if It is in writing and signed by both parties to this Agreement. 11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.Any legal action in which enforcement of the terms and conditions of thls Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, California. 12. Breach of Agreement. If either party defaults in the performance of any of the terms or conditions of this Agreement, it shall have thirty(30) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the defaulting party fails to cure its default within such period of time, the non-defaulting party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of a party to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement. 13. Attomevs' Fees. If any legal proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys'fees, which shall be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. 14. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full 8 force without being impaired or invalidated in any way, to the extent that the invalidity or unenforceability does not impair the application of this Agreement as intended by the parties. 15. Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement. [SIGNATURE PAGE TO FOLLOW] 9 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first hereinabove written. "CITY" CITY OF SAN JUAN CAPI TRANO B All vato, ffyor "CUSD" CAPISTRANO UNIFIED SCHOOL DISTRICT BY r;oau Supertnte nt br D7!ne A JE Ma M , Ity Clerk APPROVED AS TO FORM: i i1.4,41� Oma Sandov i, City Attorney r 10 TEMPORARY USE AGREEMENT THIS TEMPORARY USE AGREEMENT entered into between the CITY OF SAN JUAN CAPISTRANO ("CITY") and REVOLUTION ROLLER HOCKEY, LLC ("LICENSEE") is made and entered into, to be effective the 61h day of December, 2011, as follows: RECITALS: WHEREAS, CITY and LICENSEE had entered into a License Agreement dated May 18, 1999 for the purpose of developing a roller hockey program on a roller hockey facility constructed by LICENSEE for CITY on Capistrano Unified School District Property located at Marco Forster Middle School, which agreement has expired; and WHEREAS, CITY is in the process of requesting proposals for operators of the roller hockey facility and is amenable to permitting LICENSEE to use the facility during the request for proposal period pursuant to the terms of this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, CITY agrees to allow LICENSEE use the roller hockey facility subject to the following terms and conditions: Section 1. Grant of License/Term. a. Grant of License. CITY hereby grants to LICENSEE permission to use and operate a roller hockey program on the Facilities, as depicted on the site plan attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter referred to as the "Facilities"). The.Facilities shall not be used for any other purpose without the prior written consent of CITY's Community Services Manager. b. Term. The term of this Agreement with regard to the Facilities, shall be for a period of four months, commencing on December 6, 2011 and ending on March 31, 2012, unless sooner terminated. Section 2. License Fee. CITY shall receive from LICENSEE compensation for the privilege of using the Facilities a fee of 10% of gross revenues derived from the use of the Facilities, Including, but not limited to tournaments, clinics, camps, and rentals. LICENSEE shall maintain detailed records.of gross receipts for all events for the purpose of allowing CITY to audit LICENSEE's revenue streams. ATTACHMENT S 1 Section 3. Operation and Maintenance of Facilities. a. Operation of Facilities. LICENSEE shall be responsible for the supervision and management of every aspect of the roller hockey operation on the Facilities. LICENSEE shall perform all operations in a competent manner, consistent with the standards of the industry and In accordance with all applicable Federal, State and local regulations, including the City's Municipal Code. LICENSEE shall obtain, at its sole cost and expense, all governmental permits and'authorizations of whatever nature required by any governmental agencies having jurisdiction over LICENSEE's use of the Facilities. b. Hours of Operation. The hours of operation are within the hours of 4:00 p.m. to 9:30 p.m., Monday through Friday, 8:00 a.m. to 9:30 p.m. on Saturdays, and 9:00 a.m. to 9:30 p.m. on Sundays, and subject to the hours for which the School District has exclusive use of the Facilities. c. Exclusive Use by School District. The Capistrano Unified School District shall have exclusive use of the Facilities during normal school hours for Marco Forster Middle School, from 8:00 a.m. to 3:30 p.m., Monday through Friday,for each day that school is In session, including the lunch hour. The School District may extend the scope of school hours by as much as 30 minutes before the start time of classes or after the end time of classes, or both, in order to allow sufficient time for students to arrive at or leave the School before CITY and LICENSEE commence their use of the Facilities. d. Condition of Facilities. LICENSEE accepts the Facilities in its present condition, °as Is", upon execution of this Agreement. CITY makes no warranty of the suitability of the Facilities for roller hockey operations or other use of the Facilities by LICENSEE and expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for LICENSEE's intended use of the Facilities. The duly authorized representative of CITY may enter upon the Facilities and all structures and buildings thereon, or any portion thereof, at any time, and from time to time. e. Maintenance of Facilities. LICENSEE 'shall maintain, at LICENSEE's expense, the Facilities, Including all existing structures and all equipment owned and furnished by LICENSEE, In a reasonable state of repair and working order. Section 4. No Assignments. LICENSEE may not assign, sublet or otherwise transfer its Interest under this Agreement without the prior written consent of the CITY. Any attempted assignment, sublet or transfer made in violation of this provision shall be null and void. z 797084.1 Section 5. Utilities. LICENSEE is fully and solely responsible for providing any utility service required for LICENSEE's use of the Facilities. Section 6. Time of the Essence. Time is of the essence of each and every provision, covenant, and condition herein contained and on the part of LICENSEE to be done and performed. Section 7. Default. a. If LICENSEE defaults in the payment of the compensation due to the City, or any additional applicable payments, or defaults in the performance of any.of the other covenants or conditions hereof, CITY may give LICENSEE notice of such default and if LICENSEE does not cure any such default within three (3) days, or such other time period as specified in the notice of default, after the giving of such notice, then CITY may terminate this license on not less than ten (10)days' notice to LICENSEE. On the date specified In such notice the term of this license shall terminate, and LICENSEE shall then quit and surrender the Facilities to,CITY, but LICENSEE shall remain liable as hereinafter provided. If this license shall have been so terminated by CITY, CITY may at any time thereafter resume possession of the Facilities by any lawful means and remove LICENSEE or other occupants and their effects. b. If LICENSEE breaches any covenant or condition of this Agreement, CITY may, on reasonable notice to LICENSEE (except that no notice need be given in case of emergency), cure such breach at the expense of LICENSEE. The reasonable amount of all expenses, including attorney's fees, incurred by CITY in so doing shall be deemed a debt of LICENSEE payable on demand. Section 8. Termination Due to Bankruptcy or Insolvency. In the event proceedings in banlcruptcy are commenced by LICENSEE, or LICENSEE is found to be In a state of insolvency, then In such event, CITY shall have the right to terminate this Agreement and all further rights and obligations thereunder, by ten (10) days' notice In writing to LICENSEE, in which event, on the expiration of the ten (10)days from mailing of the notice, this License shall automatically terminate. Section 9. Termination for Convenience. This Agreement may be terminated for any reasons by the CITY following thirty (30) days written notice. CITY incurs no liability whatsoever for termination of this Agreement at any time. 3 797054.1 Section 10. Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been duly given and received if and when personally served, or forty-eight(48) hours after being deposited in the United States mall, first class, postage prepaid, addressed to the Intended party at: CITY: City of San Juan Capistrano Attn.: Cynthia Alexander 25925 Camino Del Avion San Juan Capistrano, CA 92675 LICENSEE: Alan Johnson Revolution Roller Hockey, LLC 1308 Felipe San Clemente, CA 92673 Section 11. Attorneys' Fees. If either party commences action against the other party arising out of or In connection with this Agreement, the prevailing party shall be entitled to have and recover from the other party reasonable attorney's fees and costs of suit. Section 12. Surrender of Facilities. LICENSEE shall, at the termination of this Agreement, vacate the Facilities in as good condition as they are in at the time of entry thereon by LICENSEE. Upon vacating, LICENSEE shall leave Facilities free and clear.of all rubbish and debris. Section 13. Insurance. LICENSEE shall pay for and maintain Insurance throughout the life of this License with general liability coverage of three million Dollars ($3,000,000) minimum coverage per occurrence, and fire and all risk property damage insurance, Insuring all of LICENSEE's equipment and trade fixtures located on the Facilities for full replacement cost. Said policy shall name CITY and the Capistrano Unified School District as additional insured by endorsement to the policy and shall be in a form satisfactory to CITY. LICENSEE will furnish CITY with proof of insurance issued by an Insurer approved by CITY showing the coverage to be In force. LICENSEE's Insurance coverage shall be primary coverage. CITY and LICENSEE each waive the rights of subrogation that may arise against the other because of any act covered by insurance. The policy shall provide that modification or cancellation of the policy shall not occur without thirty(30)days advance written notice provided by the insurer to CITY. 4 797054.1 Section 14. Indemnity. LICENSEE shall defend, indemnify, and hold harmless CITY and the Capistrano Unified School District, and their respective elected officials, officers, employees, and agents, from and against any and all actions, claims, demands, losses, costs, expenses, Including legal costs and attorney's fees, for death or injury to persons or damage to property or the Facilities, or for the pollution thereof and cleanup costs, arising out of or related to LICENSEE's use of the Facilities, except to the extent of such loss as may be caused by CITY's or the District's own negligence, including that of their respective officials, officers, employees and agents. Section 15. Taxes. Pursuant to Revenue &Taxation Code §107.7, the right to use the Facilities may be subject to property taxation and LICENSEE may be subject to property taxes. In no event shall CITY or the Capistrano Unified School District be liable for any taxes owed as a result of this Agreement or LICENSEE's use of the Facilities. Section 16. No Relocation Benefits. This Agreement is not intended to convey a property Interest but to permit LICENSEE to use the Facilities as provided for herein. LICENSEE acknowledges the rights granted by State and/or Federal Relocation Assistance Laws and regulations and, notwithstanding any other provision of this Agreement, expressly waives all such past, present and future rights, if any, to which LICENSEE might otherwise be entitled from CITY or the Capistrano Unified School District with regard to this License Agreement and the business or activities operated on the Facilities. LICENSEE shall not be entitled to relocation assistance, relocation benefits, or compensation for loss of goodwill upon the termination of this Agreement. Section 17. Entire Agreement. The terms In this Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 5 787054,1. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on December 6, 2011. CITY OF SAN JUAN CAPIS RANO Larry Kramer, Mayor REVOLUTION HOCKEY, LLC By. / Alan Joh A E City ( APPROVED AS TO RM; 6(MOA City Attom y 6 797054.1 Ell . CH N JUAN CAP11Aho ANDIRUC06�MUN 1���' �1R��I�E� DEPAR119EN1 PRISING' _ __ A RE UES1 fOR PROPOSAL ROVER NOCKE�' 111K 61 f A(11111' Q I 31� POS11 SRNJUANCAPIS h0 r/ ���■�Br4q�Iutt� �j1 '�, �, nen■■■r■r �r�u 4 Mr�rn■■r+i��' rrrra Chynrmn ...Cnpiomnn 1ppp L • . . ".�L�Z Cmnmuniiys,,im@ponmenl IUU p Canon Cymldo Alun ,,Communlly Senieu Mann a SmJumCInn'�°'i" ATTACHMENT 9 San soon CuPieimno,1.9]615 1 i 1:- AND SNC COMtVIUNIJ�" SUR�IOES DEPARII9EN1 i A RE�UES1 f OR PROPOSAL ROLLER NOCKEI'�hIUl11PURPOSE fACILITI' 31�APOSITIV �' SANJUANCAPIS � 0 � rn� PRO, m � + e lr� pp \1 rrr\rNrY ' rnorsoo m�ocorim .� m�o romm�:r}mhio m,.=nnl.,cemmway " him Cap u.CA ATTACHMENT 9 smmC.co - `A ML►�.1R .1.� ��n.��o,cn a±au CITY OF SAN JUAN CAPISTRANO REQUEST FOR PROPOSAL OPERATION OF ROLLER HOCKEYIMULTIPURPOSE FACILITY I. INTRODUCTION The City of San Juan Capistrano, incorporated in 1961, Is a community of approximately 38,000 residents, located in South Orange County, California. The City is located in the southeastern portion of Orange County,approximately 62 miles south of the Los Angeles and 65 miles north of San Diego. The City of San Juan Capistrano Community Services Department is dedicated to enriching the lives of our residents by providing diverse human and leisure services that contribute to the uniqueness of our community while remaining consistent with today's economic challenges. IL BACKGROUND Capistrano Unified School District(CUSD)and the City of San Juan Capistrano(City)have maintained a Joint Use Agreement for a Roller Hockey/Multipurpose Facility located at Marco Forster Middle School, 3 Via Positiva, San Juan Capistrano. CUSD has use of the facility during school hours and the City has In the past contracted with an Operator to conduct a roller hockey program on the Roller Hockey/Multipurpose Facility during non-school hours.A ten-year License to the Operator has expired,and the City is soliciting proposals for an Operator to maintain,operate,coordinate,and schedule public use of the lighted Roller Hockey/Multipurpose Facility during non-school hours. It is the desire of the City to obtain an Operator to provide a full range of professional youth and adult roller hockey programs, leagues and other sport activities. The Operator will administer all' league programming to include equipment needs, scheduling, officials, staffing, administration, and awards. In addition, it will be the Operator's responsibility to maintain the facility in a safe and clean manner during use hours,to include the immediate surroundings of spectator seating, practice/warm-up area, and public restroom which services the facility. III. ' GENERAL PROPOSAL INFORMATION The City of San Juan Capistrano("City") is requesting proposals from qualified Operators to provide a full range of professional youth and adult roller hockey programs,leagues and other sport activities for the City of San Juan Capistrano Community Services Department. To be considered, two (2) copies of the proposal must be received by the City to the attention Marla Moms,City Clerk,City Hall,32400 Paseo Adelanto,San Juan Capistrano, California, 92675, by 5:00 p.m., January 6, 2012; plus one electronic proposal in Adobe City or son Juan Capistrano Community scnices Departmcnt Contact:Cyzuhin AkxmWcr.Community Services Manager 359'_5 Camino dci Avian Sun Juan Capistrano,CA 91675 2 portable document format(PDF)to calexander(Msanivanc aoistrano.oro.The City of San Juan Capistrano reserves the right to reject any or all proposals submitted. IV. GENERAL•TERMS AND CONDITIONS A. Proposal Reauirements 1.Requirement to Meet All Provisions.Each Operator submitting a proposal shall meet all of the terms and conditions of this Request for Proposals(RFP).By virtue of its proposal submittal,the Operator acknowledges agreement with and acceptance of ail provisions of the RFP specifications. 2.Pre-proposal Site Visit.A mandatory pre-proposal site tour meeting will be held briefly at the San Juan Capistrano Community Center, 25925 Camino Del Avion, in the Conference Room,on December 8, 2011,3:30 p.m.before the site tour,after the meeting, all Operators will meet at the Roller Hockey/Multipurpose Facility,located at Marco Forster Middle School, 3 Via Positiva. 3. Proposal Quotes. The compensation to the City offered by the Operator must be entered in figures in the spaces provided on the form in Exhibit"B." 4.Proposal Withdrawal.An Operator may withdraw its proposal,without prejudice prior to the deadline submission, by submitting a written request for its withdrawal 5. Proposal Award. The City reserves the right to waive non-substantial irregularities in any proposal,to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that the proposals are qualified by specific limitations. 6. Competency and Responsibility of Operator. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of Operators. Operators will provide, in a timely manner,all Information that the City deems necessary to make such a decision. 7. Contract Requirement. The Operator to whom the award is made (Operator) shall execute a written Agreement with the City within ten (10)calendar days after notice of the award has been sent by mail to the address given in its proposal.The Agreement shall be In the form adopted by the City and attached as Exhibit"C u City arsan loan Caps=o Community Sctvitxs Qcpattmcat Contact:Cynthia Alcsantler,Community Sevkcs Ml10109a 25925 Camino dcl Avian San luoa Capigntno,CA 92675 3 B. Contract Performance 1. Ability to Perform. The Operator warrants that it possesses all capital and other equipment, tabor, materials, and licenses necessary to carry out the Scope of Work hereunder in compliance with any and all federal,state, county,and city laws,ordinances, and regulations. 2.Operator Non-Discrimination. in the performance of the Scope of Work,the Operator agrees that it will not engage in discrimination In employment of persons because of age, race,color,sex,national origin or ancestry,sexual orientation,or religion of such persons. V. PROPOSAL REQUIREMENTS A. General Requirements The purpose of the Proposal is to demonstrate the qualifications,competence and capacity of the Operator seeking to undertake the services required under this request for proposals.As such, the substance of the proposals will carry more weight than their.form or manner of presentation. The Proposal should demonstrate the qualifications of the Operator and of the particular staff to be assigned to this engagement. It should also specify specific approach that will meet the request for proposal's requirements. The Proposal should address all the points outlined in the request for proposals.The proposal should be prepared simply and economically, providing a straightforward, concise description of the Operator's capabilities to satisfy the requirements of the Scope of Work included in this RFP and attached as Exhibit"A." B. Business License The Operator must possess a City of San Juan Capistrano business license while performing the Scope of Work unjer the Agreement. C. Insurance Attached to the RFP Is a draft copy of the City's Agreement, Exhibit"C,"which contains the insurance requirements. The Operator will maintain insurance requirements during the entire time of the engagement. To confine this requirement, within 15 days from the execution of the Agreement,the Operator shall furnish the City satisfactory evidence of the Insurance requirement and evidence that each carrier is required to give at least 30 days prior written notice of the cancellation Agreement. The City and CUSD shall be named additional insured under the Operator's policies as noted in the Agreement. D. Independence The organization should provide an affirmative statement that it is independent of the City of San Juan Capistrano. The Operator should also list and describe the organization's professional relationships involving the City of San Juan Capistrano or any of its agencies and component units for the past five (5)years (if any). City arson Juan Capisuano Community Servka Dcponmcnt Contace Cynthia Alcxandcr,Community Scrviccs Manager 359.3 Camino del Avian Son Juan Copistrntw,CA 93675 4 E. Operator Qualifications and Experience The Operator should include experience of the organization with community recreation. The Operator should state the size of the organization,the size of the Operator's staff,and the number and nature of the professional staff to be employed in this commitment on a full-time basis and the number and nature of the staff to be so employed on a part-time basis. If the Operator is a joint venture or consortium,the qualifications of each Operator comprising the joint venture or consortium should be separately identified and the Operator that is to serve as the principal Operator should be noted, if applicable. In addition, the Operator 'shall provide information on the circumstances and status of any disciplinary action taken or pending against the Operator during the past three (3) years with state regulatory bodies or professional organizations,as well as any pending or settled litigation within the past three(3)years. F. Partner, Supervisory and Staff Qualifications and Experience Identify the principal supervisory and management staff, including engagement partners, managers,other supervisors and specialists,who would be assigned to the engagement. Provide information on the athletic management experience of each person, including Information on relevant continuing education for the past three years and membership In professional organizations relevant to the performance of operating a Roller Hockey/Multipurpose Facility. Provide as much information as possible regarding the number,qualifications,experience and training,including relevant continuing education,of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the Agreement will be assured.Operator specialists mentioned in response to this Request for Proposal can only be changed with the express prior written permission of the City of San Juan Capistrano which retains the right to approve or reject replacements. Other personnel may be changed at the discretion of the Operator provided that replacements have substantially the same or better qualifications or experience. G. Similar En-gagements with other Governmental Entities For the Operator's office that will be assigned responsibility for the operation of the Roller Hockey/Multipurpose Facility, list the most significant engagements performed in the last five years that are similar to the engagement described in this request for proposal. Indicate the Scope of Work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. A list of all governmental clients in this section for the principal office should also be supplied. H. Specific Philosophical Approach The proposal should set forth a work plan,including an explanation of the methodology to be followed, to perform the services required In this request for proposal. Describe, in detail, the Operator's management philosophy. 1. Compensation to the City The proposal should contain the total amount or rate of compensation offered to the City for the use of the Roller Hockey/Multipurpose Facility. City or son Juan Capistrano Cammanity savies Oep"Col Cantaw Cyndtio Atesander.Community Services Manager :5925 Camino dd Mien San Juan Capisuam%CA SM-675 5 VI. SELECTION CRITERIA A. Evaluation Process The City of San Juan Capistrano Community Services Department is soliciting responsible Operators who have established knowledge and expertise in the services requested in this RFP. Each proposal will be reviewed to determine if the proposal Is responsive to the submission requirements outlined. A responsive proposal is one that follows the requirements of this RFP,includes all documentation,is submitted in a suitable format,and is submitted on time.Failure to comply with these requirements may result in the proposal being considered non-responsive. Proposals will be evaluated and ranked based on the criteria listed below. The following rating system will be used in evaluating the proposals: 1. Experience of Operator and similar programs. Relevant experience, qualifications, roller hockey and sports expertise, and past performance. 2. Project Budget. Budget proposal for programs to be provided with an emphasis toward an all-encompassing proposal. 3. Project Understanding and Competence. Approach to providing services requested. 4. References.Demonstrates a record of success with Community/Private recreation projects. 5. Quality of Proposal and Responsiveness. The adequacy and accuracy with which the Operator responds to the required submittal of this RFP. City or San Juan Capistrano Community Services Ocpanment Contact:C}ndtin Almuder.Community Services Manager 35425 Camino del Avian San Juan Capistrano,CA 42615 6 Vil. TIME REQUIREMENTS A. Proposed Calendar The following is a list of key dates up to,and including, the date proposals are due to be submitted: PROPOSED SCHEDULE Notification and Contract Dates Request for Proposals issued December 2, 2011 Pre-proposal meeting/site tour Thursday, 3:30 p.m., December 8, 2011 Community Center Conference Room 25925 Camino del Avion San Juan Capistrano, CA 92675 Due date for proposals Friday, 3:00 p.m., January 6, 2012 Attention: Maria Moms, City Clerk City Hall 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Operators' oral interviews Wednesday, January 18, 2012(tentative) Community Center Conference Room 25925 Camino del Avion San Juan Capistrano, CA 92675 Operators notified of tentative Wednesday, January 25, 2012 recommendation subject to approval by Parks, Recreation and Senior Services Commission and City Council Parks, Recreation and Senior Services Monday, February 27, 2012 Commission meeting e Present recommendation for Operator City Council meeting Tuesday, March 6, 2012 o Consideration of recommended Operator Contract date Sunday,April 1, 2012 City of San han Capistrano Community Servlccs Dqu numl Contact:C)ndtlo Alcxandcr.Community Srnqas Manage 25915 Camino dd Arian San loan Capistrano.CA 92675 7 f EXHIBIT"A" CITY OF SAN JUAN CAPISTRANO COMMUNITY SERVICES DEPARTMENT ROLLER HOCKEY/MULTIPURPOSE FACILITY OPERATOR SCOPE OF WORK The Operator's services will require a multi-disciplinary team to maintain, operate, coordinate,and schedule public use for the Roller Hockey/Multipurpose Facility located on the grounds of the Marco Forster Middle School located at 3 Via Positiva in the City of San Juan Capistrano. The agreement between the Operator and the City will be a five-year term; therefore, since this a relative longstanding partnership, it is imperative for the Operator to precisely express through this RFP process Its uniquely qualified team that will define policy, ability, experience, competency and accountability. 1. OPERATION OF FACILITY A. Operator shall Incur all expenses associated with managing, operating and maintaining the Roller Hockey/Multipurpose Facility at 3 Via Positiva as a public facility for conducting adult and youth roller hockey-related activities to include league play, practices, tournaments, clinics, and open sport recreational programs. B. Operator shall provide roller hockey-related activities to include league play, practices, tournaments, clinics and open sport recreational programs for youth and adults as agreed upon by Operator and City. C. Operator shall maintain the Roller Hockey/Multipurpose Facility in a clean and safe condition for the operation of athletic activities,including inspecting all surface play to insure the safety of the court. Any deficiencies are to be corrected by the Operator. D. Provide for routine maintenance of the court and surrounding area at the Operator's expense. E. Operator shall submit monthly revenue reports showing monthly gross receipts from the operation. Operator will submit monthly revenue payments to the Community Services Department. II. MAINTENANCE OF IMPROVEMENTS AND EQUIPMENT A. Operator shall provide all maintenance (including major repair and replacement) of all equipment and structures used In the operations of their programs. City shall have the right to direct Operator to perform necessary ' repairs and maintenance to equipment and structures owned by the Operator or by the City.The construction of temporary or permanent buildings on the area 797092.1 8 City of San Juan Capistrano EXHIBIT"A" RFP for Roller Hockey/Multipurpose Facility Operator Page 2 used for the Roller Hockey/Multipurpose Facility is subject to design review and approval by City, CUSD and the Division of the State Architect. B. Operator shall staff the Roller Hockey/Multipurpose Facility with trained and competent staff on site to provide for one (1) official per game for league and tournament activities and other additional personnel,including the site manager, at all times when the Facility is in use by Operator. C. Operator shall provide trained, competent staff to manage and operate the facility in a professional and safe manner. Operator shall provide trained and competent officials for the conducting of leagues, tournaments,and other sport activities. Hockey officials shall wear a prescribed uniform,as mutually agreed, while officiating hockey/other sport activities. Hockey officials shall also be required to wear safety equipment to Include helmet, and eye protection and shall sign a release form stating that they are aware of the possible hazards and release City, CUSD and Operator of all liability, D. At any time when the Roller Hockey/Multipurpose Facility Is in operation by Operator,Operator shall provide for the site supervision during that time period. This supervised coverage during non-school hours includes team practices. E. Operator shall appoint a site manager under Its direction and control, who shall devote the greater part of his/her time and attention to the operations permitted on the facilities and shall promote, increase,and convenience to the public. Such mangers shall have full authority for the operations under their control. In employing of managers,Operator shall seek Individuals with previous roller hockey experience. F. " All personnel employed by Operator having supervisory or disciplinary authority over minors shall pass a background check in compliance with California Public Resources Code § 5164. Ill. SCHEDULE OF OPERATIONS A. Operator will have access to the facility for operations and will have the authority to control, coordinate, and/or schedule all use of the Roller HockeylMultipurpose Facility during non-school hours from 3:30 p.m. to 9:00 p.m. Monday through Thursday; Friday 3:30 p.m.to 9:30 p.m., and Saturday through Sunday from 9:00 a.m.to 9:30 p.m.CUSD shall have the exclusive use of the Roller Hockey/Multipurpose Facility during school hours scheduled between 8:00 a.m. to 3:00 p.m. Scheduled use hours may be changed with CUSD school schedules and a written approval by the City. 797493.1 9 City of San Juan Capistrano EXHIBIT"A" RFP for Roller Hockey/Mullipurpose Facility Operator Page 2 IV. CLEANLINESS OF THE AREA SURROUNDING THE ROLLER HOCKEY/MULTIPURPOSE FACILITY AND PARKING LOT A. Operator shall keep the area surrounding the Roller Hockey/Multipurpose Facility In a clean and sanitary condition satisfactory to City/CUSD at all times: No offensive or refuse matter, nor any substance constituting an unnecessary, unreasonable,or unlawful fire hazard or material detrimental to the public health shall be permitted or remain thereon, and Operator shall prevent any such matter of material from being or accumulating in the area.The City shall provide appropriate disposal, available at all times, to allow Operator to properly maintain the surrounding area. V. HEALTH AND SAFETY A. Operator shall correct safety deficiencies and violations of safety practices immediately and shall cooperate fully with the City/CUSD in the investigation of accidents occurring at the Roller Hockey/Multipurpose Facility. In the event of an injury to a patron or customer, Operator shall ensure that the injured person receives prompt and qualified medical attention and shall summit an injury report to the.City within fourteen (14) days. If Operator fails to correct hazardous conditions which have led to or, in the opinion of the City, could lead to injury, City may immediately suspend and/or terminate the Agreement. VI. *PLAYER RELEASE FORMS A. Operator shall not permit any individual to participate in any activity on the Roller Hockey/Multipurpose Facility without first having completed a release form.Such release forms shall be approved by the City of San Juan Capistrano in advance. 797092.1 10 EXHIBIT"B" The Community Services Department is requesting that the Operators base a competitive budget proposal on a percentage of estimated revenue that will be garnered from the operations of the Roller Hockey/Multipurpose Facility. SCHEDULE OF FEES REVENUE PROGRAM ACTIVITY FEES HOURS fees x hours Youth Leagues Adult Leagues Clinics Games/Practices Tournaments Private Groups Independent Groups REVENUE SCHEDULE OF EXPENSES COST RATE HOURS (rate x hours) Maria ers Staff Equipment Utilities electrics as, water Maintenance Other(Specify) EXPENSES TOTAL REVENUE- EXPENSES PERCENT TO AMOUNT TO PAY TO COMMUNITY BE PAID SERVICES DEPARTMENT 797125.1 City of San Juan Capistrano EXHIBIT"C" RFP for Roller Hockey/Multipurpose Facility Operator Page 2 EXHIBIT "C" PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made,entered Into,and shall become AN CAPISTRAIive NO fl(herelnafter is_day of , 20'f OF SAN JUAN 2, by and between the CITY hereinafter referred to as the referred to as the "CITY") and "Operator"). RECITALS: WHEREAS, CITY and the Capistrano Unified School District (CUSD) have maintained a Joint Use Agreement for a Roller Hockey/Multipurpose Facility located at Marco Forster Middle School, 3 Via Posltiva, in San Juan Capistrano; WHEREAS, CUSD has use of the facility during school hours and CITY has in the past contracted with an operator to conduct a roller hockey program on the Roller Hockey/Multipurpose Facility during non-school hours; and WHEREAS,CITY has issued a Request for Proposals for an operatorfor the Roller Hockey/Multipurpose Facility; and • WHEREAS, Operator is qualified by virtue of experience, training, education and expertise to operate the facility and provide community recreational services pursuant to the RFP Scope of Work. NOW, THEREFORE, CITY and Operator mutually agree as follows: Section 1. Scope of Work. The scope of*work to be performed by the Operator shall consist of those tasks as set forth in Exhibit"A,"attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit"A"and those provisions contained within this Agreement,the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate,and all services required hereunder shall be completed no later than 797121.1 12 City of San Juan Capistrano EXHIBIT"C" RFP for Roller Hockey/Multipurpose Facility Operator Page 2 Section 3. Compensation. 3.1 Amount. Operator shall provide compensation for the privilege of using the Facilities a fee consisting of 3.2 Method of Payment. Operator shall submit monthly revenue and expenses reports and remit payment to CITY for the amounts due under Section 3.1 above. 3.3 Records. Operator shall maintain detailed records of gross receipts and expenses for the purpose of allowing CITY to audit Operator's revenue streams. Section 4. Independent Contractor. It is agreed that Operator shall act and be an independent contractor and not an agent or employee of CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience,knowledge,capability and reputation of Operator,its principals and employees were a substantial inducement for CITY to enter Into this Agreement. Operator shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not-be assigned,voluntarily or by operation of law,without the prior written approval of the CITY. If Operator is permitted to subcontract any part of this Agreement by CITY,Operator shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and CITY. All persons engaged in the work will be considered employees of Operator. CITY will deal directly with and will make all payments to Operator. Section 6. Chances to Scope of Work. For extra work not part of this Agreement, a written authorization from CITY is required prior to Operator undertaking any extra work. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Operator warrants that: (1) it has investigated the work to be performed;(2)if applicable, it has investigated the work site(s),and is aware of 797121.1 13 City of San Juan Capistrano EXHIBIT"C" RFP for Roller Hockey/Idlultipurpose Facility Operator Page 2 all conditions there; and (3)it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Operator discover any latent or unknown conditions materially differing from those Inherent in the work or as represented by CITY,it shall Immediately inform the CITY of this and shall not proceed with further work under this Agreement until written instructions are received from the CITY. Section 8. Time of Essence. Time Is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Operator shall comply with all applicable laws,ordinances,codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Operator covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Operator. Section 11. f Reservedl. Section 12. fReservedl. Section 13. Indemnity. To the fullest extent permitted by law,Operator agrees to protect,defend,and hold harmless the CITY and its elective or appointive boards,officers,agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, Including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Operator, Operator's agents,officers,employees,subcontractors,or independent contractors hired by Operator In the performance of the Agreement. The only exception to Operator's responsibility to protect,defend,and hold harmless the CITY,is due to the negligence,recklessness and/or wrongful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Operator. 787121.1 14 City of San Juan Capistrano EXHIBIT"C° RFP for Roller Hockey/Multipurpose Facility Operator Page 2 Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement,Operator,at Its own cost and expense,shall carry,maintain for the duration of the agreement, and provide proof thereof that is acceptable to the CITY, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the CITY. Operator shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Operator has also been obtained for the subcontractor. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Operator shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than three million dollars per occurrence ($3,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Operator shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Worker's Compensation. If Operator intends to employ employees to perform services under this Agreement, Operator shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement,Operator shall submit the Insurance certificates,including the deductible or self-retention amount,and an additional insured endorsement naming CiTY and CUSD, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Operator,including the insured's general supervision 797121.1 1s City of San Juan Capistrano EXHIBIT"C" RFP for Roller Hockey/MUllipurpose Facility Operator Page 2 of Operator. The coverage shall contain no special limitations on the scope of protection afforded CITY and CUSD, its officers, employees, agents, or volunteers. 14.5 [Reserved] 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate,nor shall they be cancelled,nor the coverages 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. Section 15. Termination. CITY shall have the right to terminate this Agreement without cause by giving thirty (30) days'advance written notice of termination to Operator. In addition, this Agreement may be terminated by any party for cause by providing ten (10)days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10)day cure period. Section 16. 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 25925 Camino del Avion San Juan Capistrano, CA 92675 Attn: Cynthia Alexander To Operator: Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attomeys'fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 797121.1 16 City of San Juan Capistrano EXHIBIT"C" RFP for Roller Hockey/Muitipurpose Facility Operator Page 2 Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or Interpretation of this Agreement,the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: KAREN P. BRUST, City Manager OPERATOR By: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Omar Sandoval, City Attorney 797121.1 17 SITE LICENSE AND USE AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 5t' day of June, 2012, by and between the CITY OF SAN JUAN CAPISTRANO (hereinafter referred to as the "City") and MICHAEL SCHWARTZ (hereinafter referred to as the "Contractor"). RECITALS: WHEREAS, in 2011 the City entered into a Joint Facility Use Agreement with the Capistrano Unified School District (CUSD) for the the°`of the Roller Hockey/Multi Purpose Facility located at 3 Via Positiva, in the City of.San Juan Capistrano, County of Orange, State of California (hereinafter referred,11` a the "Facility"). The Facility is located within the grounds of Marco Forster Middle School:and is depicted on Exhibit WHEREAS, City desires to make: 'the Facilities available.,to Contractor to refurbish, operate, and maintain the Facility as'provided for in this Agreement; and WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish the seniaes.'rrequired under,this Agreement. NOW, THEREFORE, City andContractormutually agree as follows: Section 1 .cope of 1N,ork. The scope of work;to beerformed b''the Contractor shall consist of those tasks as set forth in:exhibit "B," attacle�d hereto and ,incorporated herein by this reference. To the extent #hat`there are any conflicts between;the provisions described in Exhibit "B" and those provisions.containW,.-within this Agreement, the provisions in this Agreement shall control. Section 2. Grant of Licensb/Site Plan. City hereby ;:grants to `-Contractor a license granting Contractor the right to refurbish, operate, and ,maintain the Facility subject to the conditions set forth in this Agreement. Section 3. Refurbishing of the Facility. 3.1. The refurbishing of the Facility shall be performed in strict accordance with the design attached as Exhibit "C." 3.2. Contractor shall coordinate with CUSD and City during the refurbishing phase so as to avoid an interruption in planned CUSD functions at Marco Forster Middle School. i ATTACHMENT 10 3.3. Contractor shall provide a schedule of planned refurbishing activity which shall be reviewed and approved by City prior to the commencement of the work. 3.4. Contractor shall be solely responsible for providing all utilities to the Facilities. Section 4. The Facility Programs Implementation and Review. 4.1. When the Facility becomes operational, Contractor shall develop and provide to the public a program which involves competitive roller hockey leagues for youth and adults, as well as clinics, tournaments and public and private rentals for communityuse which may include birthday ,„;.` ,,5', ( y ' y parties,�corporate events, and other social gatherings). 4.2. The program shall be submitted -to`City in writing for approval prior to its implementation. 4.3. The program shall be period icaily,reviewed,,at City's discretion to ensure that the program is not causing an undue nulto,Ge, including but not.-410rpited to, noise impacts, excessive parking demands;or other public health and safety issues. 4.4. In the event that City`deterrnrwes at its discretion that health and safety problems do exist, Contractor agrees to.make reasonable.changes as needed pursuant to City's direction. Section 5 :Tierm. The term of this Agraemetit' shall be fi e,(5) years and shall expire on June 30, 2017 Cgntr'artdr si ,all have the riglit''to exercise'an option to renew the Agreement for an additional two � ) years bygving wrift en. notice of renewal to City not later than JanuatM., 2017. Section 6. License Fee. 6.1 Amount City shall receive a license fee from Contractor for the privilege of operating the Faaifity in the amount of$250 per month, plus 2% of the gross revenue for all activities:conducted on the Facilities. 6.2 Method of Payment. Contractor shall remit payment to City within thirty (30) days of the fifth day each month. Contractor shall provide financial documentation of all revenues for the monthly period with the payment remittance. 6.3. All costs for services provided under this Agreement shall be incurred by Contractor with no financial obligation or reimbursement of costs from the City or the CUSD. 2 Section 7. CUSD Exclusive Access to Facility Durina School Hours. Notwithstanding the rights granted to Contractor under this Agreement, the parties agree that the CUSD shall have the right to control, coordinate, and/or schedule all use the Facility during regular school hours pursuant to the Joint Facility Use Agreement, as more specifically defined in Section 8 below. Contractor hereby acknowledges receipt of a copy of the 2011 Joint Use Agreement. City, Contractor and CUSD shall mutually work together to coordinate use of the Facilities by CUSD and Contractor. Section 8. Operation and Maintenance of F6611 ities. 8.1 Operation of Facilities. Contractor shall be responsible ,for the supervision and management of the Facilities pursuant to this Agreement ".contractor shall perform all operations in a competent manner, consistent with the standards of the industry`ar d.in accordance with all applicable Federal, State and local regulations, including the City's Municipal Code. Contractor shall obtain, at its sole cost and eXpense, all governmental permits and authorizations of whatever nature -;required by any governmental agencies having jurisdiction over Contractor's use of`tWFacilities. 8.2 Hours of Operation. The hours of operation are ..within'''the hours of 4:00 p.m. to 9:30 p.m., Monday through Friday, 8:00 6 TnL to 9 30 pail: on Saturdays, and 9:00 a.m. to 9:30 p.m. on Sundays, and subject to the hours for'•which the CUSD has exclusive use of the Facilities. . 8.3 'Exclusive-:-lse by S61 l District. The CUSD shall have exclusive use of the Facilities during normal school hours for Marco Forster Middle School, from 8:00 a.m. to 3:30 p.m., Monday through Friday, for each ,day that schijol is in session, including the lunch hour. CUSD may extend the scope 'df ischool 'l-ours by as much as 30 minutes before the start time of classes or after the end time-of classes, or both, in order to allow sufficient time for students to arrive at or leave the School before Contractor commences its use of the Facilities. 8.4 Condition of Facilities. Contractor accepts the Facility in its present condition, "as is", upon execution of this Agreement. City makes no warranty of the suitability of the Facility for Contractor's operations or other use of the Facility by Contractor and expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for Contractor's intended use of the Facility. The duly authorized 3 representative of City may enter upon the Facility and all structures and buildings thereon, or any portion thereof, at any time, and from time to time. 8.5 Maintenance of Facility. Contractor shall maintain, at Contractor's expense, the Facilities, including all existing structures and all equipment owned and furnished by Contractor, in a reasonable state of repair and working order. Contractor agrees, at Contractor's expense, to keep the Facilities clean of trash, debris and rubbish; and to keep fences, and borders of the Premises in good condition and reps_t all times, reasonable wear and tear excepted. 8.6 Liens. Contractor will fully and promptly;pay for all materials joined or affixed to the Facilities under the authority or direction.-of Contractor, and fully and promptly pay all persons who perform labor upon the Facilities. Contractor shall opt allow or permit to be filed or enforced against the Facilities, ,or any. part thereof, :any mechanics', materialmen's, contractors', or subcontractors' IWns or estop notices atitIng from, or any claim for damage growing out of; any testing, invest►OW6, maintenance or construction work, or out of any other claim or"d e'rriand of any kind ..-Contractor shall pay or cause to be paid all such liens, claims or demands, ancludmg==sums due with respect to stop notices, together with attorney's fees incurred-by the City'or CUSD with respect thereto, within ten (10) business days:after notice thereof sand shall indemnify, hold harmless and defend the City and CUS.D from all .obligations-and,.claims made against City or CUSD for the above described_:viork, including attorney's"'fees. Contractor shall furnish evidence of payment upori request of the City. Contractor may contest any lien, claim or demand,byfurnishmg a, statutory lien bond car equivalent with respect to stop notices to the Cify, �ii compliance riaifh applicable Colifornia law. If Contractor does not n�r}, discharge any mechanics liens:or stop notice for works performed for Contractor, the f City shall'�have the right to;discharge same (including by paying the claimant), and the Contractor shall reimburse the City for the cost of such discharge within ten (10) business days after billing. The provisions of this subsection shall survive the f termination othis:Agreement. 8.7 Thi d,.Pay Liability. The Contractor shall be responsible and liable for all acts and omissions of all of Contractor's contractors, agents, employees, representatives and any other person or party entering upon the Facilities under the authority or color of this Agreement. 8.8 Surrender Upon Termination. The Contractor shall, at the termination of this Agreement, vacate the Facilities in as good condition as they are in at the time of entry thereon by the 4 Contractor, and shall leave the Facilities free and clear of all rubbish and debris. 8.9 Taxes. Pursuant to Revenue & Taxation Code §107.7, should a property interest be created herein, it may be subject to property taxation and the Contractor may be subject to property taxes levied on such interest. In no event shall the City or CUSD be liable for any taxes owed as a result of this Agreement or the Contractor's use of the Facilities. 8.10 No Relocation Benefits. This Agreement is not intended to convey a:property interest but to permit the Contractor to use the Facilities as provided-for herein."Contractor acknowledges the rights granted by State and/or Federal Relocation Assistance.:Laws and regulations and, notwithstanding any other provision of this.Agreement, expressly.waives all such past, present and future rights, if any, to which,:the Contractor might :otherwise be entitled from the City or CUSD with regard to this Agreement and the operations on the Facilities. Contractor shall not be entitled to relocetio .assistance, relocation benefits, or compensation for loss of goodwOjk upon the termination of this Agreement. Section 9. Time of Essence. Time is of the essence in the performance of this Agreement. Section 10 Default. �,01 If C6 tractbr defeuits in the payment of the license fee due to the City, or ai `e'ddition'a,I applicable paymentsor dofaults in the performance of any of the otherI'Dritractor ranants or'soliditions hereofCity may give Contractor notice of such default and f does not cure any such default within three (3) days, or such other time period:as specified in'the noticeof default, after the giving of such notice, then City may terminaite this Agreement on not less than ten (10) days' notice to Contractor. On the date specified in such ;notice the term of this Agreement shall terminate, and Contractor shall then;quit and,surrender the Facility to City, but Contractor shall remain liable as hereinafter provided `°If this Agreement shall have been so terminated by City, City may at any time thesofter resume possession of the Facility by any lawful means and remove Contractor or' other occupants and their effects. 10.2. If the Contractor breaches any covenant or condition of this Agreement, the City may, on reasonable notice to the Contractor (except that no notice need be given in case of emergency), cure such breach at the expense of the Contractor. The reasonable amount of all expenses, including attorney's fees, incurred by the City in so doing shall be deemed additional fees payable on demand. 5 Section 11. Termination Due to Bankruptcy or Insolvency. In the event proceedings in bankruptcy are commenced by the Contractor, or the Contractor is found to be in a state of insolvency, then in such event, the City shall have the right to terminate this Agreement and all further rights and obligations thereunder, by ten (10) days' notice in writing to Contractor, in which event, on the expiration of the ten (10) days from mailing of the notice, this Agreement shall automatically terminate. Section 12. Termination for Convenience. This Agreement may be terminated for any rea$ons by the City following thirty (30) days written notice. City incurs no liability Whatsoever for termination of this Agreement at any time. Section 13. No Assionments. Contractor may not assign, sublet or,,otherwise transfer #s, interest under this Agreement without the prior written consent'bf the City. Any atterrjpted assignment, sublet or transfer made in violation of this provision shall be null and vbid.. Section 14. Independenf_Contcactor. It is agreed that Contractor shall act and be an independent contractor and not an agent or employee of City. Section 15."Umitat1Ions:iUoon Subc6ntractin6: The -experience, knowI6dge;- capability' and reputation of Contractor were a substantial 'induceriient for City to enter;.into,:this Agreement. Contractor shall not contract;with any other;entity to,perform the'services required without written approval of the City, If Contractor:is permitted to subcontract any part of this Agreement by City, Contractor+shall be responsible to City,for the acts and omissions of its subcontractor as it is for persons directly employed. '`'Nothing contained in this Agreement shall create any contractuaii relationships between any subcontractor and City. All persons engaged in the work will 66',6o, nsidered,+employees of Contractor. Section 16. IWainte'nance Cost Records. Contractor shall maintain all books, documents, papers, employee time facility sheet, accounting records, and other evidence pertaining to fees and revenues generated in the operations of the Facility by Contractor, and shall make such records and materials available at its offices for inspection by City on a monthly basis for the purpose of allowing City to audit the Contractor's revenue stream, at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement. Contractor shall furnish copies of all such materials to City upon request. 6 Section 17. Indemnity. To the fullest extent permitted by law, Contractor agrees to protect, defend, and hold harmless the City and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Contractor, Contractor's agents, officers, employees, subcontractors, or independent contractors hired by Contractor in the performance of the Agreement. The only exception to Contractor's responsibility to protect, defend, and hold.harmless the City, is due to the negligence, recklessness and/or wrongful conduct;of'bity, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apple to all liability regardless of whether any insurance policies are applicable. The policy.-limits do not adf,as a limitation upon the amount of indemnification to be provided by:Contractor. Section 18. Insurance. ; On or before beginning any'of=the,work called'for by any term of this Agreement or use of the Facilities, Contractor, at.its own cost andexpense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the City, the insurance specified.bslow with insurers and.mnder forms-of insurance satisfactory in all respects to the City. -Contractor shall not allow any subcontractor to commence work on any subcontract-6i til all insurance required of the Contractor has also been obtained for the subcontractor::,-,Insurance;:required herein shall be provided by Insurers in good standing with,the State`of Californla and having a minimum Best's Guide Rating of A- Class VI I or'better, 18.1 Cdthprehensiive General Liability. Throughout theterm of this Agreement, Contractor shall maintain in full force and effect,eomprehensive General Liability coverage in an amount not less than three million dolt 1(s--per occurrence ($3,000,000.00), combined single limit coverage for risks associated with` the -work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 18.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 7 18.3 Workers' Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 18.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreiement or use of the Facilities, Contractor shall submit the insurance certificatesa`=including the deductible or self- retention amount, and an additional insured endprs!einent naming City and CUSD, their officers, employees, agents, and volunteers as, additional insured as respects each of the following: Liability arising out of activities"r 14formed by,or;on behalf of Contractor, including the insured's general supervisiift of Contractor; products and completed operations of Contractor premises owed, occupied or used.;by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor. ?he coverage shall contain no special limitations on the scope of p'rbtection„afforded City41hd CUSD, their officers, employees, agents, or vplunteers. 18.5 Notice of Can cilatiotti'fTerminafron,of Insurance. The above policy/policies shall nat-terminate, nor shall they be cancelled, nor the coverage's;r$duced; 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. Section9 --:Notices. Any,notice requlred,to be;given underthisAgreement shall be in writing and shall be deemed to have been' duly giver?,and received if and when personally served, or forty-eightX40)) hours after being deposited in the United States mail, first class, postage prepaid, addressed to the inierded party at: To City: pity of San Juan Capistrano 25926 Camino del Avion San Juan Capistrano, CA 92675 Attn: Cynthia Alexander To Contractor: Michael Schwartz 31831 Peppertree Bend San Juan Capistrano, CA 92675 Section 20. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of 8 this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 21. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 22. Entire Agreement. This Agreement constitutes the entire understandr'g and agreement between the parties and supersedes all previous negotiations b,," een them pertaining to the subject matter thereof. Section 23. Miscellaneous. a. This Agreement may' be,.. modified, only by written instrument executed by both parties hereto. b. Any failure by the City to insist-upon a strict performance by the Contractor of any of the terms and provisions hereof shall not be deemed to be a waiver of any of the terms and provisions hereof. d. This Agreement shal['be governed:.by the construed in accordance with the laws of they to of Cafifornia. e. The, parties executing this Agreement warrant that they have authority., bind the;,,r..espedtive parties thereto , [SIGNATURE PAGE FOLLOWS] 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: LARRY KRAMER, Mayor CONTRACTOR By: MICHAEL SCHWARTZ ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Omar Sandoval, City Attorney 10 THE CITY OF r� SAN JUAN CAPISTRANO f' N Marco Forster Middle School Roller HockeylMultipurpose Facility r gyp' 3 Via Positive • San Juan Capistrano, CA 92675 r a LOCATION v � i -� '�" '•� 0 3000 6000 9000 Feet Attachment 11