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HomeMy WebLinkAbout2012/02/28 Item 05CITY COU NCI L AGENDA STATEMENT ~_ ~.. __ ~`~ CHUTA VISTA 2/28/12, Item ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A SOLE SOURCE LICENSE AND FACILITY OVERSIGHT AGREEMENT WITH CELEBRATIONS TALAVERA FOR THE USE OF OFFICE SPACE AT THE LAUDERBACH COMMUNITY CENT SUBMITTED BY: DIRECTOR OF PUBLIC WORKS ASSISTANT DIRECTOR OF ENG G REVIEWED BY: CITY MANAGER ASSISTANT CITY ANAGER ~j~ 4/STHS VOTE: YES ^ NO SUMMARY Consistent with Council direction and Community Development Block Grant (CDBG) funding objectives, City staff has been working for the last year to re-open the Lauderbach Park Community Center for public programming. A total of $182,000 in improvements funded by CDBG were made to the facility and adjacent park to increase security and bring the building in compliance with current codes and regulations. The programmed improvements are now complete and the facility is ready to begin scheduling community activities. In an effort to coordinate the scheduling of public programs, staff is recommending the City enter into a partnership with Celebrations Talavera for facility oversight and marketing. This will allow the City to provide additional community services. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it consists of an administrative activity that will not result in direct or indirect physical changes to the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Council adopt the resolution. 5-1 2/28/12, Item Page 2 of 3 BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION During this past year, City staff has been working on facility and park improvements along with a private-public partnership to restore community services at the Lauderbach Park Community Center. The City Council approved $182,000 in facility and adjacent park improvements which were recently completed enabling the City to begin scheduling additional community activities. Currently, the facility and park provides meeting space for City programs, youth soccer, community events and commissions. Some of the activities include: Community outreach/ meetings for assessment district formations with the local community, meeting space for the Oxford Senior Group and local Chula Vista Community Collaborative, as well as the Parks and Recreation Commission. Most recently, the facility was used for the Paint the Traffic Boxes program and the Collaborative Holiday Drive. Additional community programming is planned through the use of outside instructors and vendors. In an effort to increase community programming and access to the facility, staff is recommending the City enter into a sole source License Agreement with Celebrations Talavera (Licensee). The licensee would use a portion of the facility for purposes of marketing use of the Center for banquets, weddings, receptions and Quinceaneras and provide oversight for planned community facility activities. This is consistent with the direction provided by the City Council in November of 2011 to increase community use of the Lauderbach facility at minimal cost to the General Fund. The proposed license agreement enables the City to further build upon the private-public partnership with Celebrations Talavera and market the facility for additional community programming while continuing to fulfill a community need for banquet facilities in the Southwest. This program has been very successful and received many community accolades resulting in additional referrals for events at the facility. Several articles have also been published in local Quinceanera magazines and publications. A total of fourteen large private events and three marketing functions were held this past year generating $14,500 in revenue to the City to help maintain the facility. An additional nine events are already programmed in the first five months of 2012. The license agreement provides Talavera Celebrations with a small office to showcase the facility and themes and decors used in events, as well as view the Community Center. In exchange for on-site space, the licensee will provide oversight and marketing services for community programming and activities. Currently, there are no available recreation resources to staff the Lauderbach Center. The partnership is a win-win for the City, community, and the vendor enabling us to increase public programming at minimal cost. The on-site presence also helps the City secure access to and from the Community Center as well as maintains the cleanliness of the facility and restrooms. Staff is recommending the City enter into a sole source agreement with Celebrations Talavera providing office space at the Lauderbach Community Center in exchange for staffing and maintenance of the facility which will help the City provide additional community services. This vendor was selected as the sole source due to their unique familiarity with the facility, their 5-2 2/28/12, Item ,S Page 3 of 3 demonstrated ability to successfully hold these events, and their commitment to the City's vision of a joint public-private partnership. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the boundaries of the property that is the subject of this action. CURRENT YEAR FISCAL IMPACT The License Agreement is for a period of one-year and provides the facility oversight staffing and maintenance at the facility at no cost to the City. ONGOING FISCAL IMPACT Talavera Celebrations has agreed to provide the oversight services for a period of one-year. The goal is to generate enough activity to have public programming. and facility maintenance paid from the use of the facility and minimize the impact to the General Fund. Staff will evaluate the resource requirements when the agreement expires and if necessary address in the FY 2013-14 budget cycle. ATTACHMENTS License Agreement J:\Engineer\AGENDA\CAS2012\02-28-12\Talavera LicenseREV.doc 5-3 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON A~ROVAL BY '~! '~ Glen R: Googins ~ City Attorney Dated: ~ ~ ~- ~ ~- LICENSE AND FACILITY OVERSIGHT AGREEMENT BETWEEN THE CITY OF CHULA VISTA, AND CELEBRATIONS TALAVERA 5-4 LICENSE AND FACILITY OVERSIGHT AGREEMENT THIS LICENSE AND FACILITY OVERSIGHT AGREEMENT, is entered into effective as of ("Effective Date") by and between the City of Chula Vista, a chartered municipal corporation ("City"}, and CELEBRATIONS TALAVERA, a sole proprietorship ("Licensee"},with reference to the following facts: RECITALS A. City owns and operates, the Lauderbach Community Center"), located at 333 Oxford Street, Chula Vista more fully described herein below (the "Center"); and B. Licensee is the owner and operator of Celebrations Talavera whose principle place of business is located at 3201 Naylor Road, San Yisidro, CA 92713; and C. Licensee desires to and has requested permission to use a portion of the Center for banquets, weddings, receptions and Quincianeras (collectively, "Events") and for related business operations, including the marketing of the Center for such Events; and D. City derives revenue from rental fees for Events hosted by Licensee, and desires an on-site presence to oversee the Center during public and private use thereof; and E. In order to obtain these benefits, City is willing to license a portion of the Center to Licensee, under the terms, covenants, conditions and provisions contained herein. NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: SECTION 1: GRANT OF LICENSE AND LICENSE DUTIES 1.1 Premises. Subject to the terms, covenants,: conditions .and provisions hereof, City hereby grants Licensee a license to access and use a portion of the Center, which portion is depicted in Exhibit "A" attached hereto, ("Premises") for those uses specifically identified in section 1.2 below 1.2 Uses. It is expressly agreed that the Premises shall be used by Licensee solely and exclusively for the purpose of an office (a) to market the Center as a site for "Events" (as previously defined herein) (b) to provide oversight at the facility as provided in Section 1.4 hereof, below; and (c) for such other related or incidental purposes as may be first approved in writing by the City's Real Property Manager ("Manager"), and for no other purpose whatsoever. Licensee is authorized by the City to market the Center for Events,. but Licensee shall not have, and this Agreement does not convey to Licensee exclusive marketing or use rights for the Center. Licensee covenants and agrees to use the Premises only for the above specified purpose and to diligently pursue said purpose throughout the term hereof. Licensee shall not use or permit any use of the Premises in any manner which disturbs the use and quiet enjoyment by City, any other City authorized parties making use of the Center, or any adjacent property owner's or Page 1 2/22/2012 Celebrations Talavera License Agreement 5-5 tenants. In the event that Licensee fails to use the Premises during the hours of operation identified in section 5.4 on a continuous basis or uses the Premises for purposes not expressly authorized herein, the Licensee shall be deemed in default under this Agreement. 1.3 Reservation of Rights. City shall not unreasonably or substantially interfere with Licensee use of the Premises while Licensee is using the Premises as provided herein. However, in addition to any and all other rights, title and interest in the Premises, the City specifically retains the following rights: a. Right to Enter. City has the right to enter the Premises for the purpose of performing maintenance, inspections, repairs or improvements, or developing municipal resources and services. b. Events. City has the right to use for itself, and to make available for public and private use, all other portions of the Center, excluding the Premises. City and its authorized users shall have priority use of the Center during the hours of operation set forth in Section 5.4 hereof, and Licensee, and other private parties holding City-authorized Events, shall have priority use of the Center on Fridays and Saturdays, starting at 2:00 p.m. The parties agree to work together to coordinate Event scheduling to minimize conflicts. 1.4 Licensee Responsibilities for Center Oversight. In consideration of City's grant to Licensee of the license rights described herein, Licensee agrees to provide facility oversight services to the Center as more particularly described in Section 3 below. SECTION 2: TERM 2.1 Term. The term of this Agreement shall be one year commencing on the Effective Date of this Agreement. a. Options to Extend. The City, at its sole discretion;- may grant the Licensee two options to extend the term of the Agreement . The options shall each be for an additional one- year term for a total of 2 additional years. In order. to exercise these options, Licensee shall submit written notice to City not less than 90 (ninety) calendar days prior to the expiration of the License term of its desire to exercise such option. Any extension shall be subject to the approval of the City Manager. Unless otherwise mutually agreed by the parties in writing, the terms and conditions of this Agreement shall remain in effect during the extended term. If City for any reason cannot deliver possession of the Premises to Licensee at the commencement of the term, or if during the term of this Agreement Licensee is dispossessed for any reason whatsoever, City shall not be liable to Licensee for any loss or damage, including compensatory or punitive, resulting therefrom, and Licensee hereby waives and releases the City from and against any claims for loss or damage. 2. 2 Termination. Notwithstanding any other remedies provided by this Agreement, City has the right, at its sole discretion, without cause, to terminate this Agreement and the license granted herein, upon ninety (90) days written notice to Licensee. Licensee shall also have the right to terminate this Agreement upon ninety (90) days written notice to City. Page 2 2!22/2012 Celebrations Talavera License Agreement 5-6 a. Termination for Cause. Notwithstanding the foregoing, in the event that Licensee has breached any material provision of this Agreement, in addition to any other remedies provided by law or equity, the City may terminate this Agreement upon 30 days written notice. The City at its discretion may provide Licensee an opportunity to cure the breach to avoid termination. 2.3 Surrender of Premises. At the expiration or earlier termination of this Agreement, Licensee shall surrender the Premises to City free and clear of all liens and encumbrances, except those liens and encumbrances which existed on the date of the execution of this Agreement by City. The Premises, when surrendered by Licensee, shall be in a safe and sanitary condition and shall be in as good or better condition as the condition at the commencement of this Agreement, absent normal wear and tear. SECTION 3: CONSIDERATION FOR LICENSE -CENTER OVERSIGHT In consideration of the uses of the Premises licensed to Licensee hereunder, Licensee agrees to have at least one individual at the Premises during set office hours as set forth in Section 5.4, below and to monitor other permitted users of the facility during these hours. Monitoring responsibilities shall include, without limitation, controlling access to and from the facility, insuring that the users act in accordance with their use permits and notifying the City of non-compliance, misconduct or damage to the Center Licensee shall also be responsible for maintenance and- upkeep of the Center, including the Premises, in an attractive, good, neat, and orderly condition during the term of this Agreement as more particularly provided is Section 6.3 hereof, below This obligation is a material consideration of City entering into this Agreement. City agrees that monitoring of other users together with the maintenance and upkeep of the Premises by Licensee as set forth herein, are valuable consideration received from Licensee and shall constitute all the use payment to be paid by Licensee for its use of the Premises in accordance with the terms, covenants, conditions and provisions of this Agreement. Provided Licensee is not in breach or default under any of the terms hereof, Licensee. shall not be required to pay any monetary consideration to City for its use of the Premises. For convenience only, consideration as set forth in this Section 3 may be referred to as rent. SECTION 4: INSURANCE RISKS/SECURITY 4.1 Indemnity. a. To the maximum extent allowed by law Licensee hereby agrees to defend, indemnify, and hold the City, its directors, officers, employees, and agents, harmless from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatever character, nature and kind, whether directly or indirectly arising from or connected with, or related to this Agreement or an act or omission of Licensee, or any employee, agent; invitee, contractor of Licensee, or other person acting by or on behalf of Licensee on or about the Premises, including, but not limited to, liability, expense, and claims for bodily injury, death, personal injury, or property damage, and any related attorneys' fees or court costs. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees, or agents. Also covered is liability Page 3 2i2v2o~ z Celebrations Talavera License Agreement 5-7 arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Licensee, its employees, agents or officers b. Costs of Defense and Award. Included in the obligations in Section a ,above, is the Licensee's obligation to defend, at Licensee's own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers. Licensee shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expense and cost incurred by each of them in connection therewith. c. Insurance Proceeds. Licensee's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. d. Declarations. Licensee's obligations under Section 4 shall not be limited by any prior or subsequent declaration by the Licensee. e. Enforcement Costs. Licensee agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Section 4. f. Survival. Licensee's obligations under Section 4 shall survive the termination of this Agreement. 4.2 Insurance. Licensee shall take out and maintain at all times during the term of this Agreement the following insurance at its sole expense: a. Licensee shall maintain the following minimum limits: General Liability Insurance Commercial General Liability Insurance covering liability of the Licensee with respect to all operations to be performed and all obligations assumed by the Licensee under the terms of this Agreement. Coverage for commercial general liability shall be at least as broad as Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). Limits shall be no less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shalt apply to the Premises (with the ISO CG 2503, or ISO CG 2504, or insurer's equivalent endorsement provided to City) or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability Insurance Not Applicable Page 4 2/22/2012 Celebrations Talavera License Agreement 5-8 Workers' Compensation and Employer's Liability Insurance Page 5 Workers' Compensation and Employer's Liability Insurance complying with the requirements of all applicable laws relating to workers' compensation insurance, covering or insuring all of the Licensee's employees working on or about the Premises. Limits shall be no less than statutory limits per accident for bodily injury and disease. By his/her signature hereunder, Licensee certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it will comply with such provisions in connection with any work perFormed on or about the Premises. Any persons providing services with or on behalf of Licensee shall be covered by workers' compensation (or qualified self-insurance) b. All insurance companies affording coverage to the Licensee shall be required to add the City of Chula Vista, its officials, officers, employees, and agents as "additional insured(s)" under the insurance policy(s} required in accordance with this Agreement. Licensee shall furnish (or cause to be furnished) a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate (and endorsement) shall name the City and the City, their officers, agents, employees, and authorized volunteers as additional insured under the policy. Coverage provided hereunder to the City and City as additional insured by Licensee shall be primary insurance and other insurance maintained by the City, its officials, officers, agents and/or employees, shall be excess only and not contributing with insurance provided pursuant this Section 4.02, and shall contain such provision in the policy(ies), certificate(s) and/or endorsement(s). The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City, its officials; officers, employees, and agents. c. All insurance companies affording coverage to the Licensee shall be insurance organizations acceptable to the City, and authorized by the Insurance Commissioner of the State Department of Insurance to transact business of insurance in the State of California. Insurance is to be placed with insurers having a current A.M. Best rating of no less than A-, VII or equivalent or as otherwise approved by City. d. All insurance companies affording coverage shall provide thirty (30) days written notice to the City should the policy be cancelled before the expiration date. For the purposes of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Agreement. e. Licensee shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance, in a form satisfactory to the General Counsel (City Attorney), concurrently with the submittal of this f. Licensee shall provide a substitute certificate of insurance no later than thirty (30) days prior to the policy expiration date. Failure by the Licensee to provide 2/22/2a 12 Celebrations Talavera License Agreement 5-9 such a substitution and extend the policy expiration date shall be considered a default by Licensee and may subject the Licensee to ~ a termination of this Agreement. g. Maintenance of insurance by the Licensee as specified in this Agreement shall in no way be interpreted as relieving the Licensee of any responsibility whatever and the Licensee may carry, at its own expense, such additional insurance as it deems necessary. h. If Licensee fails or refuses to take out and maintain the required insurance, or fails to provide the proof of coverage, City has the right to obtain the insurance. Licensee shall reimburse City for the premiums paid with interest at the maximum allowable legal rate then in effect in California. City shall give notice of the payment of premiums within thirty (30) days of payment stating the amount paid, names of the insurer(s), and rate of interest. Said reimbursement and interest shall be paid by Licensee on the first (1st) day of the month following the notice of payment by City. City, at its discretion, may require the revision of amounts and coverage at anytime during the term of this Agreement by giving Licensee sixty (60) days prior written notice. City's requirements shall be designed to assure protection from and against the kind and extent of risk existing on the Premises. Licensee also agrees to obtain any additional insurance required by City for new improvements, in order to meet the requirements of this Agreement. j. Notwithstanding the preceding provisions of this Section 4.02, any failure or refusal by Licensee to take out or maintain insurance as required in this Agreement, or failure to provide the proof of insurance, shall be deemed a default under this Agreement and in such event, City may terminate this Agreement upon three (3) days written notice to Licensee. For the purposes of this Agreement, the condition to provide the insurance coverage required under this Section 4.02 shall be in addition to rent. 4.3 Accident Reports. Licensee shall promptly report to City any accident causing any property damage or any serious injury to persons on or about the Premises. This report shall contain the names and addresses of the parties involved, a statement of the circumstances, the date and hour, the names and addresses of any witnesses and other pertinent information. SECTION 5: TERMS AND CONDITIONS OF OCCUPANCY 5.1 Form of Agreement. This Agreement is a limited License for the use of the Premises for those particular purposes identified in Section 1.2. Nothing in this Agreement shall be interpreted to grant any interest in the Premises other than that specified in this Agreement. At no time shall the Licensee's limited interest in the Premises ripen into a leasehold or fee interest with a claim or right to exclusive possession thereof. 5.2 Right to Occupy. Licensee right to occupy the Premises may be terminated by City at any time if Licensee fails to satisfactorily perform the improvement, maintenance, and Page 6 2!22/2012 Celebrations Talavera License Agreement 5-10 upkeep duties or responsibilities of Licensee set forth hereunder. City reserves the right to terminate this Agreement as may be provided for elsewhere herein. 5.3 Taxes. Licensee shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon Licensee or the Premises, including the land, any buildings, structures, machines, equipment, appliances, or other improvements or property of any nature whatsoever erected, installed, or maintained by Licensee or levied by reason of the business or other Licensee activities related to the Premises, including any licenses or permits. Licensee recognizes and agrees that this Agreement may create a possessory interest subject to property taxation, and that Licensee may be subject to the payment of taxes levied on such interest, and that Licensee shall pay all such possessory interest taxes prior to their delinquency. 5.4 Hours of Operation. Licensee will conduct business and be present at the Premises Monday through Thursday between the hours of 1:00 PM and 5:00 PM. Licensee, at its sole option may also be open on Saturday between 12:00 noon and 5:00 PM and other hours as arranged in advance with the Manager. Licensee shall provide access control to the Premises and a manner approved by City to prevent unauthorized access to the facility during Licensee's hours of operation. 5.5 Utilities. Licensee agrees that utilities are available under this License and the cost thereof shall be borne by the City. Use of said utilities shall be only as needed to carry on the operations permitted under this License. SECTION 6: IMPROVEMENTS/ALTERATIONSIREPAIRS 6.1 Acceptance of Premises. The Premises is being offered to Licensee in an As- Is and Where-Is condition without any warranty, expressed or implied. Licensee represents and warrants that it has independently inspected the Premises and made all tests, investigations, and observations necessary to satisfy itself of the condition of the Premises and all improvement appurtenant thereto. Licensee acknowledges it is relying solely on such independent inspection, tests, investigations, and observations in making this Agreement. Licensee further acknowledges that the Premises are in the condition called for by this Agreement, and that Licensee does not hold City responsible for any defects, whether latent or patent, in the Premises. 6.2 Waste, Damage, or Destruction. Licensee shall give notice to City of any fire or other damage that occurs on the Premises within forty-eight (48) hours of such fire or damage. Licensee shall not commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the Premises, adjoining sidewalks, and other public areas, clean and clear of refuse and obstructions, and to dispose of all garbage, trash, and rubbish in a manner satisfactory to City. If the Premises shall be damaged by any cause which puts the Premises into a condition which is not decent, safe, healthy and sanitary, Licensee agrees to make or cause to be made full repair of said damage and to restore the Premises to the condition which existed prior to said damage; or, at City's option, and upon receipt of written demand thereof, Licensee agrees to clear and remove from the Premises all debris resulting from said damage and repair the Premises in accordance with plans and specifications previously submitted to City and approved in writing in order to replace in kind and scope the improvements which existed prior to such damage. Licensee shall be responsible for all costs incurred in the repair and restoration, or rebuilding of the Premises. Page 7 2/22/2012 Celebrations Talavera License Agreement 5-11 Licensee shall not cause or permit any hazardous material to be used, stored, transported, generated, or disposed in or about the Premises by Licensee, Licensee's agents, employees, contractors, Licensees, or invitees. "Hazardous Material" means any hazardous, toxic, or infectious substance, material, or waste, which is or becomes regulated by any local governmental entity, the State of California, or the United States government under any law, regulation or ordinance. 6.3 Maintenance. Licensee agrees to provide periodic maintenance of the Premises throughout the term of this Agreement. Licensee shall also be responsible for limited maintenance of the Center as follows: periodic cleaning and restocking of the restrooms, and sweeping/mopping as necessary. City shall be responsible for providing all materials necessary for said maintenance and restocking. Licensee will make customary and usual maintenance necessary to maintain and preserve the Premises. Licensee shall remove and lawfully and properly dispose of all garbage, litter, trash, debris, and rubbish from or about the Premises, adjoining sidewalks,. and other public areas, on a daily basis. All maintenance and other Licensee duties set forth herein shall, during the term hereof, be done at Licensee sole cost and expense and City shall not be called upon for any outlay or expense related thereto. Major maintenance and/or repair issues must be referred to City for evaluation prior to any work being performed or cost therefore incurred. City at its sole discretion shall determine what work shall be performed. Major maintenance and/ or repair issues that are not a direct result of Licensee's actions shall be the responsibility of the City. If at any time during the term of this Agreement, City reasonably determines that the Premises are not in a decent, safe, healthy, and sanitary condition, City may, at its sole discretion and option, terminate this Agreement upon written notice to Licensee and regain possession of the Premises from Licensee. If the condition is proximately caused by Licensee's use of the Premises, City may ,upon written notice to Licensee, have any necessary maintenance work done in order to place the Premises back to a decent, safe, healthy, and sanitary condition at the expense of Licensee. In such event, City shall provide Licensee written notice and itemized billing showing the work performed and Licensee shall make payment to City no later than thirty (30) days after receipt of said notice and billing. The rights reserved in this Section 6. 3 shall not create any obligations on City or increase obligations elsewhere in this Agreement imposed on City. The provisions of this Section 6. 3 shall survive the expiration or earlier termination of this Agreement. 6.4 Improvements/Alterations. No improvements, structures, or installations shall be constructed on the Premises, and the Premises may not be altered by Licensee without prior written approval by the City. This provision shall not relieve Licensee of any obligation under this Agreement to maintain the Premises in a decent, safe, healthy, and sanitary condition, including structural repair and restoration of damaged or worn improvements. City shall not be called upon to, or be obligated by this Agreement to make or assume any expense for any existing improvements or alterations. 6.5 Liens. Licensee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance, or claim on or with respect to all or any portion of the Premises without the prior written consent of the City's Property Manager. Licensee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim on or with Page 8 2/22/2012 Celebrations Talavera License Agreement 5-~ 2 respect to all or any portion of the Premises for which Licensee does not have the prior written consent of the City's Property Manager. 6.6 Sians. Licensee be allowed one banner advertising the business and indicating Licensee's hours of operation. Licensee shall not erect or display any other banners, pennants, flags, posters, signs, decorations, marquees, awnings, or similar devices or advertising on or about the Premises without the prior written consent of City. If any such unauthorized item is found on the Premises, Licensee shall remove the item at its expense within twenty-four (24) hours of written notice thereof by City, or City may thereupon remove the item at Licensee's cost. 6.7 Ownership of Improvements. Any and all improvements, structures, and installations or additions to the Premises now existing or constructed on the Premises by Licensee shall at Agreement expiration or termination be deemed to be part of the Premises and shall become, at City's option, City's property, free of all liens and claims except as otherwise provided in this Agreement. If the City chooses not to accept improvements made by Licensee, during the term of this License, and prefers to have such improvements removed, Licensee shall do so at its sole cost and expense. 6.8 Breach by Licensee. Licensee's refusal or failure to meet its obligations under this Section 6 shall be deemed a breach of this Agreement, and in such event, City may, in addition to any other remedies it may have at law or equity, terminate this Agreement pursuant to the provision of Section 7.10 or elsewhere herein. SECTION 7: GENERAL PROVISIONS 7.1 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 other, shall be in writing and shall be personally delivered or mailed, postage prepaid, to the respective party as follows: To City: Rick Ryals Real Property Manager City of Chula Vista Department of Public Works 276 Fourth Avenue Chula Vista, CA 91910 To Licensee: Celebrations Talavera 3201 Naylor Road San Yisidro, Ca 92713 Attention: Silvia Talavera Either party may change its address by notice to the other party as provided herein. Communications shall be deemed to have been given and received on the first to occur of: (i) actual receipt at the offices of the party to whom the communication is to be sent, as designated above; or (ii)-three working days following the deposit in the United States Mail of certified mail, postage prepaid, return receipt requested, addressed to the offices of the party to whom the communication is to be sent, as designated above, or (iii) actual receipt if made by recognized reliable currier service who maintains a receipt of delivery. Page 9 z~z2izoiz Celebrations Talavera License Agreement 5-13 7.2 City Approval. The City's Property Manager shall be the City's authorized representative in the interpretation and enforcement of all work performed in connection with this Agreement. . 7.3 Nondiscrimination. Licensee agrees not to discriminate in any manner against or segregation of any person or persons, on account of race, color, religion, sex, familiar status, national origin, ancestry, age, disability or sexual orientation in the use, occupancy, tenure or enjoyment of the Premises, nor shall Licensee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Premises. 7.4 Equal Opportunity. Licensee shall assure applicants are employed and that employees are treated during employment without regard to race, familial status, color, religion, sex or national origin. Licensee hereby .certify to City that Licensee is in compliance and throughout the term of this Agreement will comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, and any other applicable Federal, State and Local law, regulation and policy (including without limitation those adopted by City) related to equal employment and opportunity including any such law, regulation, and policy hereinafter enacted. a. Compliance and performance by Licensee of the equal employment and opportunity provision of this Agreement is an express condition hereof and any failure by Licensee to so comply and perform shall be a default of this Agreement and City may exercise any right as provided herein and as otherwise provided by law. 7.5 Entire Agreement. This Agreement comprises the entire integrated understanding between City and Licensee concerning the use and occupation of the Premises and supersedes all prior negotiations, representations, or agreements. Each party has relied on its .own examination of the Premises, advice from its own attorneys, and the warranties, representations, and covenants of the Agreement itself. 7.6 Interpretation of the Agreement. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to City. a. Licensee shall be responsible for complying with all Local, State, and Federal laws whether or not said laws are expressly stated or referred to herein. b. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. c. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 7.7 Agreement Modification. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto. Page 10 2/22/2012 Celebrations Talavera License Agreement 5-14 7.8 Attorney's Fees. In the event a suit is commenced by City against Licensee to enforce payment of amounts due, or to enforce any of the terms and conditions hereof, or in case City shall commence summary action under the laws of the State of California relating to the unlawful detention of Premises, for forfeit of this Agreement, and the possession of the Premises, provided City effects a recovery, Licensee shall pay City all reasonable costs expended in any action, together with a reasonable attorney's fee to be fixed by the court. Venue for any such suit or action shall be California Superior Court, San Diego County, North County Branch. 7.9 Assignment and Subletting-No Encumbrance. This Agreement and any portion thereof shall not be assigned, transferred, or sublet, nor shall any of the Licensee's duties be delegated, without the express written consent of City in its sole discretion. Any attempt to assign or delegate this Agreement without the express written consent of City shall be void and of no force or effect. A consent by City to one assignment, transfer, sublease, or delegation shall not be deemed to be a consent to any subsequent assignment, transfer, sublease, or delegation. 7.10 Defaults and Termination. If City has a good faith belief that Licensee is not complying with the terms of this Agreement, City shall give written notice of the default (with reasonable specificity) to Licensee and demand the default to be cured within fifteen (15) days of the notice. If Licensee is actually in default of this Agreement and fails to cure the default within fifteen (15) days of the notice, or, if more than fifteen (15) days are reasonably required to cure the default and Licensee fails to give adequate assurance of due performance within ten (10) days of the notice, City may terminate this Agreement upon written notice to Licensee. City may also terminate this Agreement upon written notice to Licensee in the event that: a. Licensee has previously been notified by City of Licensee's default under this Agreement and Licensee, after beginning to cure the default, fails to diligently pursue the cure of the default to completion; or b. Licensee shall voluntarily file or have involuntarily filed against it any petition under any bankruptcy or insolvency act or law; or c. Licensee shall be adjudicated a bankruptcy; or d. Licensee shall make a general assignment for the benefit of creditors. Upon termination, City may immediately enter and take possession of the Premises. 7.11 No Waiver. The failure to require the remedy of ~a breach or enforce the terms and conditions of this Agreement in one instance or several instances shall not be interpreted to be a waiver of the right to enforce the terms and conditions of this Agreement for any subsequent breach. 7.12 Other Regulations. All use of the Premises by Licensee under this Agreement shall be in accordance with the laws of the United States of America, the State of California, the County of San Diego, and in accordance with all applicative rules and regulations and ordinances of the City of Chula Vista now in force, or hereinafter prescribed or promulgated by resolution or ordinance or by Local, State or Federal law. Page 11 2!22/2012 Celebrations Talavera License Agreement 5-15 7.13 Time is of Essence; Provisions Binding on Successors. Time is of the essence of all of the terms, covenants and conditions of this Agreement and, except as otherwise provided herein, all of the terms, covenants and conditions of this Agreement shall apply to, benefit and bind the successors and assigns of the respective parties, .jointly and individually. 7.14 Section Headings. The Table of Contents and the section headings contained herein are for convenience only and are not intended to define or limit the scope of any provision thereof. 7.15 Gender/Singular/Plural. The neuter gender includes the feminine- and masculine, the masculine includes the feminine and neuter, and the feminine includes the masculine and neuter, and each includes corporation, partnership, or other legal entity when the context so requires. The singular number includes the plural whenever the context so requires. 7.16 Non-liability of Officials. No member, official or employee of the City shall be personally liable to Licensee, its assigns or successors in interest, in the event of any default or breach by the City, for any amount which may become due to Licensee its assigns or successors, or in any obligations under the terms of this Agreement. 7.17 Relationship between City and Licensee. It is hereby acknowledged that the relationship between City and Licensee is that of landowner and tenant at will and not that of a partnership or joint venture and that City and Licensee shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein, the City shall have no duties or obligations with respect to the improvement, maintenance or upkeep of the Premises. 7.18 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 7.19 Signatories. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Licensee and the City. [NEXT PAGE IS SIGNATURE PAGE] 2!22/2012 Celebrations Talavera License Agreement 5-16 SIGNATURE PAGE TO LICENSE AND FACILITY OVERSIGHT AGREEMENT IN WITNESS WHEREOF the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Agreement to be executed as of, but not necessarily on, the Effective Date by setting hereunto their signatures herein below. CITY: City of Chula Vista Bv: Cheryl Cox, Mayor ATTEST: Bv: Donna Norris, City Clerk APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE By: Glen Googins, City Attorney LICENSEE: Celebrations Talavera EXHIBIT "A" Page 13 zizzrzo~z Celebrations Talavera License Agreement 5-17 EXHlB T~`A'~ WW= u W • 6 1 F W N ~ < W {_ O ' ., ~ `~; STORAGE STO.RA6E ~ /' S ~ ~ ~ ~. tit ~ ~ ~5 ~5 ~i 3 `~ . ~ { . f ~ t _T 1 T ~ CID ~ ~~B C~ d4 Z ON ~~ a ~ 1 i ~ ,~ ~ r Z t~ _ y I ~ ` ~ ' U F-- c ~ Y ~ ^' 0 ~- ~ ~ s-~ `° . a .~- ~ ~. . .~ > ~;_.._ R . ;~ o i o_, M O z W V W Q U ~ ~'' r•.4 Q .ti •. z_._ ~~ ~ . ~ ~ Q N x N 2 X ' ~y. S^ A yy~ , r ~/ ~~ . Fyy '~P tat ~ ~ ., 1 O Z..... `..r' .. - - _. w `-' ~ ~~~ 0 Z 5-18 . ~_ . N~ .`"'; g~ C= . O ~_ :~ ti ~ ~ 7 u U '~~ r 3 N W O _ ~ ~ \ {.,ti ~ 1 ^ ~.: U ~ c , ~ ~ ~ Q ~ n~ ~~ 4 RESOLUTION NO 2012- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A SOLE SOURCE LICENSE AND FACILITY OVERSIGHT AGREEMENT WITH CELEBRATIONS TALAVERA FOR THE USE OF OFFICE SPACE AT THE LAUDERBACH COMMUNITY CENTER WHEREAS, the City of Chula Vista has recently completed almost $182,000 in repairs needed to bring the Lauderbach Community Center up to current codes so that it can be used for recreational and civic activities; and WHEREAS, in order to host these activities the center needs to be staffed and maintained, and WHEREAS, the City currently does not have the resources to staff or maintain the Center, and WHEREAS, for the past year Celebrations Talavera (Talavera) has been working to establish the Lauderbach Community Center as a first rate banquet facility in the area, by marketing of the facility, booking reservations and hosting events, and WHEREAS, Talavera has requested to have an office at the center to facilitate marketing and showing of the banquet facilities, and WHEREAS, Talavera has agreed to provide the required facility oversight and maintenance of the Center in exchange for rent of the requested Office Space. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista hereby agrees to enter into a Sole Source License Agreement with Celebrations Talavera providing office space at the Lauderbach Community Center in exchange for staffing and maintenance of the facility as set forth in the License Agreement attached hereto and authorizes City Manager or designee to execute said Agreement on the City's behalf. Presented by Richard A. Hopkins Director of Public Works 5-19