03.08 Mary's Kitchen License Agreement pF OR
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� June 11, 2019
TO: Honorable Mayor and Members of the City Council
THRU: Rick Otto, City Manager /
FROM: Bonnie Hagan, Community Services Director ��
REVIEW: City Mana r inance ��
1 . SUBJECT
License Agreement with Mary's Kitchen.
2. SUMMARY
A five-year agreement to continue to provide a location for Mary's Kitchen to operate its
food and human services program from July 1, 2019 through June 30, 2024, with an
option for an additional five-year renewal.
3. RECOMMENDED ACTION
Approve the agreement with Mary's Kitchen and authorize the Mayor and the City Clerk
to execute on behalf of the City.
4. FISCAL IMPACT
None. �
5. STRATEGIC PLAN GOALS
Goal 3: Enhance.and promote quality of life in the community
b: Deliver high quality and safe recreational, social, environmental, educational, and
cultural services. �
e: Devefop and strengthen collaborative partnerships to enhance and promote
quality of life programs, projects, and services.
6. DISCUSSION AND BACKGROUND
� Background
In 1986, a five days a week feeding program for the homeless was started by Orange
resident Mary McAnena at Hart Park. In 1992, the City Council approved a revised Park
Ordinance which precluded the continued operation of this program, Mary's Kitchen (MK).
In 1993, MK was relocated to a temporary site at 517 W. Struck at the City's Corporation
Yard. At the time it was not envisioned by MK that this would be a long term solution, but
rather only a temporary one until more suitable space could be found in order to expand
their services. The services provided on site would be one hot meal served at 2:00 p.m.
ITEM 3� � 06/11/2019
five days a week, with patron's access to the site limited to between the hours of noon
and 4:00 p.m.
In 2000, a four-year formal license agreement was approved by the City Council. This
agreement expanded the services to a seven days a week operation and allowed patrons
to be on site from 10:00 a.m. to 3:00 p.m.; MK, however, only expanded to six days a
week. It also required MK to pay all utilities with the exception of the water.
In 2004, the City Council approved a second five-year license agreement. This
agreement included much of the same terms with the only substantive changes being (1)
incidental services such as the distribution of clothing, laundry services and mobile health
were to be permitted and (2) the footprint of the site was expanded to allow for the use of
large storage containers for dry goods and supplies. At that time, the estimated number
of patrons served daily was 65.
In 2010, the City Council approved a third four-year license agreement through June 30,
2014. This agreement included the following change in terms:
1. Operational hours for patrons were expanded to 9:00 a.m. to 3:00 p.m. to include
distributing a cold breakfast four hours prior to the 1:00 p.m. lunch service.
2. Offering clothing distribution as a weekly service.
3. Operating laundry facilities on a daily basis.
4. Showers were added to the facility and made available to the patrons daily.
5. MK pays for all utilities including water.
6. Mobile Health Services visits twice a month.
7. All additions to the premises in the form of permanent or semi-permanent
structures or equipment must receive prior approval by the City and must follow all
permitting processes.
8. City to require MK to provide a security plan that is approved by the City should
the frequency or severity of security issues arise in the future.
9. Any new services that MK wishes to provide in the future that are not covered
under this agreement must be requested in writing and approved by the City.
In 2014, this agreement was extended for an additional five years.
Discussion
The current agreement is set to expire June 30, 2019. Staff makes regular visits to the
site and has been in regular contact with MK Board President/CEO, Gloria Suess. The
program is well organized and efficiently run. Everyone seems to know their role and the
volunteers are very dedicated to the program. For the amount of persons served and the
small facilities they have overall, the facility is impressively neat and clean. It appears that
patrons know the routines of the day, and are for the most part behaved and orderly, and
very appreciative of the services. All of the space currently allocated to MK is well utilized
and needed in order to offer the current array of services on site. The agreement allows
the city to adjust boundaries as needed to meet the needs of City operations.
The number of patrons served daily has grown from approximately 65 a day in 2004 to
approximately 200 a day in 2019.
Loitering outside of the premises continues to be an ongoing challenge. MK works closely
with the police department to best manage this public area. MK has added a sixteen-
ITEM 2 06/11/2019
camera security system for their site, and the city has installed security cameras to view
the cul-de-sac on Struck Ave.
During our recent discussions with MK, a request was made to expand the current
footprint of the site to provide for more parking for the volunteers. Staff researched this
possibility but did not find this expansion to be feasible at this time. The requested space
is currently being utilized by the city's Corporation Yard for storage of equipment, supplies
and vehicles, as well as utilized for City projects, and is not available to offer expanded
parking for MK. MK also requested a longer termination notice. Staff felt maintaining the
existing 30 day notice was in the city's best interest.
The proposed agreement includes the following change in terms. All others terms remain
the same.
1. Added a 6:00 to 8:00 a.m. time frame for volunteers only to enter the property to
prepare that day's meals.
2. Revised the site map to more accurately represent current operations.
3. Allows the City Manager to execute a five-year extension, should all the terms
remain the same.
MK Board has reviewed and approved the draft agreement attached.
7. ATTACHMENT
• License Agreement
ITEM 3 06/11/2019
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "License") is made at Orange, Califor`nia, on the
day of , 2019, by and between the CITY OF ORANGE, a municipal
corporation ("City") and MARY'S KITCHEN, a non-profit California corporation ("Licensee"),
who agree as follows:
RECITALS
A. City owns property located at 517 West Struck Avenue (the "Premises".)
B. Licensee has, since 1994, operated a non-profit food service facility for homeless
and other needy persons on the Premises.
C. Licensee's human service program benefits the residents of Orange by providing a
safe and sanitary location for needy persons to obtain a nutritious meal, clothing, indoor shower
and laundry area.
D. City wishes to continue to provide a location from which Licensee inay operate its
food and huinan services program.
NOW, THEREFORE, in consideration of the faithful performance of the tei�ns, �
covenants and agreements hereinafter set forth,the parties agree as follows:
AGREEMENT
1. Premises Covered
A. The Premises which is the subject of this License is that City-owned property
known as 517 West Stnicic Avenue, located in the City of Orange, County of Orange, State of
California, as shown on the map in Exhibit "A", which is attached hereto and incorporated herein
by this reference.
B. All structures, equipment and all other property on the Premises provided by City
shall remain the property of City.
C. Licensee's volunteers may use that portion of the Premises designated on Exhibit
"A" for off-street parking purposes only during the designated hours of use of the facility.
D. Licensee shall not encroach, and shall make every effort to prevent ihe
encroaclunent of its patrons, onto other surrounding property not covered by this License.
E. This License is subject to any conditions, restrictions, reseivations, exceptions,
encumbrances, rights, and easements affecting the above-described Preinises, whether of record
or not, including but not liinited to those referred to herein.
F. Licensee accepts the Preinises "as is" and City malces no representation, covenant,
warranty or proinise that said Premises is fit for any particular use, including tlie use for which
this License was entered into.
2. Duration and Extension of License
A. This License shall cominence as of the date of indicated above, and shall expire
June 30, 2024, unless sooner terminated as provided herein.
B. Upon termination of this License by expiration of the term, Licensee inay request
an extension of the tenn. Such a request for extension shall be made in writing no later than 120
days prior to the termination date of this License. City shall have no obligation to grant any
request for extension; however, if, in its sole discretion City chooses to do so, said extension
shall be subject otherwise to all of terms covenants and conditions of this License. The City
Manager shall execute any such extension by writteii amendment to this License.
3. Purpose of License
This License is granted solely for the purpose of providing a location from which
Licensee may operate Licensee's human service program. Use of the Premises shall be limited to
the preparation and serving of food and incidental services such as the distribution of clothing,
showers, laundry services, and mobile health services to patrons.
4. Operational Health and Safetv Measures
A. Licensee must ensure an adequate number of volunteers are on site each day to
effectively and safely manage and monitor all activities in and around the Premises. Licensee is
responsible for inonitoring the Preinises both within the site identified in Exhibit "A," as well as
the areas immediately adjacent to the site where patrons congregate, and enforce all rules and
regulations applicable to the site. Licensee must monitor the area in and around the Premises
between the hours of 8:00 a.m. and 5:00 p.m. and do its reasonable best to ensure that patrons do
not loiter, engage in illegal activity or cause any other type of disturbance.
B. City reserves the right to require Licensee to provide a plan that must be approved
by the Community Services Director for additional security if it is determined in the future that
there are safety issu.es that are detrimental to the patrons and general.public that cannot be
adequately inanaged by the volunteers.
C. Licensee shall provide, at its own expense, the appropriate number of restroom
facilities to accommodate the average daily number of patrons seived.
D. Licensee shall adhere to all appropriate liealth and safety codes, including
compliance with the Ainericans with Disabilities Act and related state regulations, that govern
the accominodation of persons with disabilities, the service and storage af food and any and all
health and safety provisions with regard to.laundry and shower facilities.
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E. Licensee must receive written approval from City prior to offering any services
that are not described in this License. City shall have sole discretion to approve or deny any
additional seivices requested.
5 No Joint Venture
City is in no way jointly engaged with Licensee in carrying out Licensee's prograin, nor
will City exercise any control, influence, or oversight over the prograins or operations including
preparation or distribution of food by Licensee.
6 Hours and Days of Use
A. Licensee is entitled to use the Preinises only between the hours of 6:00 a.m. and
5:00 p.m., seven days a week, 6:00 a.m. — 8:00 a.m. is solely for volunteers to perform food ,
preparation for that day.
B. Patrons shall only be permitted on the Premises between the hours of 9:00 a.in.
and 3:00 p.m., seven days a week. Licensee shall prohibit the assembly of patrons on the
Premises at all other tiines, including loitering outside the Premises. Licensee shall ensure that
all program volunteers are aware of the hours of operation and enforce them at all times.
7 Health, Sanitation and Maintenance of the Premises
, A. Licensee shall coinply with all health regulations as may be required by the State
of California and County of Orange Health Departments.
B. Licensee shall ensure that the outside of the Premises is clean and that papers and
all trash and debris are placed in the duinpster at the end of each day.
C. Licensee shall be solely responsible for day-to-day maintenance and repairs to the
Premises, including stiuctures, property, and equipinent provided thereon by City. Licensee
shall maintain the Premises in good order and proinptly repair any dainage to said structures,
property and equipment.. Requests for any additions or reinoval of pennaneiit or seini-permanent
structures or equipment must be inade in writing to the City's Community Services Director or
his/her designee. All additions to the. Preinises shall be made following all of the proper
permitting processes.
8 Utilities
Licensee, shall, at its sole cost, be responsible for all utility costs, including water, and
will be responsible for trash disposal charges and any routine janitorial services.
9 Citv's Ri�hts
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City reserves for itself, its successors and assigns, the right to constnict, maintain,
operate, repair, replace and/or inspect, in, on, over, under, and across the Premises, electric
power lines, telephone lines and/or pipe lines or conduits together with appurtenant structures.
City also reserves for itself, its successors and assigns, the right to enter upon said Premises, or
any portion thereof, at all times, for any or all of the above mentioned purposes and for the
purpose of inspection of the facilities. All of said rights may be exercised without the payment
of any compensation resulting from the exercise of said rights, or any portion thereoiz. City has
the right to enact space restrictions and adjust Premises boundaries in order to meet the needs of
City operations.
10 License Not Assignable
This License is personal to Licensee, and Licensee shall not assign or transfer this
License or any privilege thereunder, in whole or in part, without written approval of City
Manager or his/her designee. Any attempted assignment of this License is null arid void and of
no effect whatsoever.
11. Indemnification
Licensee hereby agrees to save hannless and indenuiify City, its officers, agents and
employees, and its successors and assigns, from and against all claims, loss, damage, actioiis,
cause of action, expense and/or liability(collectively "Claims") arising from or growing out of
loss or damage to property, including City's own propet-ty, or injury to or death of persons,
including employees of City resulting in any manner whatsoever, directly or indirectly,by reason
of this License or the use or occupancy of the Premises by Licensee or any person claiming
under it, including without limitation any claims arising from injuries sustained resulting from
the serving of food by Licensee.
12 Insurance
At all times during the term of this License, Licensee shall maintain the following
insurance:
A. Comprehensive general liability insurance written on an occurrence basis
providing a combined single limit of not less than one inillion dollars ($1,000,000). Sucl1
insurance shall name City as additional insured. A policy endorsement to that effect shall be
provided.
B. Workers coinpensation insurance as required by law for the protection of its
einployees.
C. The insurance policies shall be primary insurance and no insurance held or owned
by City shall be called upon to cover any loss under the policy.
D. Licensee shall furnish certif cates of insurance and/or endorsements, as required
by City, evidencing the foregoing insurance coverage on forms acceptable to City, which shall
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• provide that the insurance in force will not be canceled, modified or allowed to lapse without
thirty(30) days prior written notice to City.
E. All insurance inaintained by Licensee shall be issued by companies admitted to
conduct the pertinent line of insurance business in the State of California and having a Best's
Key Rating Guide rating acceptable to the City Attorney.
13. Prohibited Actions by Licensee
Licensee agrees to the following restrictions;
A. Licensee shall not erect, place or inaintain on the Preinises any building or
structure of any lcind, or any other improvement except as approved in advance in writing by the
Director of Community Seivices.
B. Licensee shall neither commit any waste or dainage, nor suffer any to be done.
C. Licensee shall at all times keep the Premises free from toxic, chemical and other
harmful substances, and all accumulation of flammable material
D.. Licensee shall guard against and shall neither permit nor suffer any open flames
upon said Premises.
E. Licensee's use of the Premises shall be subject to and shall not interfere with the
construction, operation, presence andlor maintenance by City, its successors or assigns, of
electric power lines, telephone lines and/or pipelines or conduits, together with appurtenance
structures, in, on, over,under, and across the Premises.
14 No Si�ns
Licensee shall not construct or allow to be constructed, placed or maintained on the
Premises, any sign, signboard or other form of outdoor advertising without prior written approval
of the Director of Community Services. In the event of a violation of this provision by Licensee
or anyone claimiilg under Licensee, City shall have the.right .to enter upon the Premises and
remove any such sign, signboard or other outdoor advertising, and to charge the cost and expense
of any such removal to Licensee who agrees to pay the same on demand.
15 Termination
A. Bv the City �
City may terminate this License at any time prior to the expiration of the term thereof by
giving thiriy (30) days prior written notice to Licensee. Upon the expiration of said thirty (30)
days this License shall wholly cease and tenninate and Licensee shall immediately sunender the
Premises. In addition to the foregoing, this License is inade conditional upon the right of City to
commence or resume the use of the Premises at any time, whenever, in the interests of City's
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service to the public, it shall appear necessary or desirable to do so. It is hereby expressly
iznderstood and agreed that City, its successors or assigns, shall have the right to terminate this
License as provided in this Paragraph, without the payinent of any coinpensatioii or dainages
whatsoever for destruction of or damage to other property on the above described land, resulting
from the exercise of said right of termination and re-entry upon said land.
B. By Licensee
Licensee shall have the right to terminate this License and surrender the Premises to City
prior to the expiration of this License by giving to City ten (10) days prior written notice;
provided however, that Licensee shall, within said period of time, perform all the obligations of
this License on its part to be performed up to the time of such termination.
C. No tennination or cancellation hereof shall release Licensee from any liability or
obligation (whether of indemnity or otherwise) which may have attached or accrued previous to
or wliich may be accruing at the time of such termination or cancellation.
D. Upon termination of this .License by the expiration of the term thereof or
otherwise, Licensee agrees to peaceably quit and surrender the Premises to City in good order
and condition. Licensee shall remove any and all property belonging to it reinaining upon the
Premises upon the expiration or termination of this License. This shall not prevent City, at any
time, froin requiring Licensee to remove, at Licensee's expense, any and all property belonging
to Licensee that City may desire removed from the Premises.
16 Enforcement of License
A. Licensee agrees to pay all costs and expenses, including. reasonable attorneys'
fees, of any action commenced by City to enforce the covenants and conditions of this License to
be kept or perfonned by Licensee whether such action progresses to judginent or not.
B. If Licensee shall default in the performance of any act required to be performed
by it., City inay, without notice or demand, enter upon said Premises and terminate this License
and reinove all persons and property therefrom, and all improvements made thereon.
17 Waiver
Failure on the part of either party to enforce any provision of this License inay not be
construed as a waiver of the right to compel enforcement of that provision, or any.other "
provision.
18 Notice
All notices herein required shall be in writing and delivered in person or sent by certified
mail,postage prepaid, addressed as follows:
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To Citv: City of Orange
300 E. Chapinan Ave.
Orange, CA 92866 •
Attn: Director of Community Services
To Licensee: Mary's Kitchen
P.O. 4247
Orange CA 92863-4247
Attn: Gloria Suess
19 PartialInvaliditv
Any provision of this License that inay be detennined to be invalid, void, or illegal will
in no way affect, impair or invalidate any other provisions of the License, and those other
provisions will remain in full force and effect.
20 Entire A�reement
This License constitutes the entire agreement between the parties relating to its subject
matter. There are no representations, agreeinents, or understandings, whether oral or written,
between the parties relating to the subject matter of this License that are not fully expressed in
this License. This License is deeined to be equally drafted by both parties.
21 Modification
This License may only be modified by a writing signed by both parties.
22 Governin�Law
Any disputes regarding this License will be resolved according to the laws of the State of
Califoniia. Any legal proceedings will be initiated in the courts of the County of Orange,
irrespective of any other possible jurisdictional venues.
[Reinainder of page intentionally left blan/r;sigizatures on izext pageJ
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IN WITNESS of this License Agreeinent, the parties have entered into this License
Agreement as of the year and day first above written.
� "LICENSEE" "CITY"
MARY'S KITCHEN, a California corporation CITY OF ORANGE, a municipal corporation
By: By:
Printed Name: Mark A, Murphy,Mayor
Title:
,
By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning
Senior Assistant City Attorney
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CITY OF ORANGE CORPORATION YARD AREA SITE MAP �
MARY'S KITCHEN LOCATION NOT TO SCALE
Revised 4/2019 �
Exhibit A
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