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20-1006_MONTANEZ ADOBE DOCENTS SAN JUAN HISTORICAL TOURS_License AgreementCAPISTRANO, CA 92675 PARTIES AND DATE This License Agreement ("License") is entered into this QI day of kU DW2020 ("Effective Date"), by and between the City of San Juan Capistrano, a California municipal corporation (the "City"), and the Montanez Adobe Docents/San Juan Historical Tours, a non-profit volunteer organization ("Licensee"). City and Licensee are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. Licensee is a volunteer organization, acting as an agent of the City of San Juan Capistrano, providing educational information and public historical tours at the Montanez Adobe, within Los Rios Park. B. The City is owner of certain real property located at 31745 Los Rios Street, and as further depicted in Exhibit "A" attached hereto and incorporated herein by reference. C. The Licensee desires to operate the Montanez Adobe by providing educational demonstrations of historic items and tours of the adobe. D. City desires to enter into this Agreement to allow the Licensee to operate the Montanez Adobe for the above -stated purpose in accordance with the terms and conditions set forth in this Agreement. TERMS 1. Grant of License. 1.1. Scope of License. 1.1.1. The City grants to Licensee a license to operate the Montanez Adobe as described below: 1.1.1.1. Licensee is granted a license to use the Montanez Adobe daily from 8:00 a.m. to sunset daily, with the exception of City sponsored or approved events, to provide tours of the Montanez Adobe and for educational demonstrations of historic items. 1.1.1.2. Licensee is granted a license to store furniture, artifacts, and decorative items utilized during educational 1 demonstrations and tours of the property inside the Montanez Adobe. Licensor has approval over all items stored in the Montanez Adobe. 1.1.1.3. Licensee at its sole cost is responsible for the care and maintenance of all furniture, artifacts, and decorative items within the Montanez Adobe. 1.1.2. Licensee shall comply with the regulations for use of the Property specifically set forth in Exhibit "B" and incorporated herein by reference. 1.2. Other Uses. The Licensee may not use the Montanez Adobe for any other purpose or business not described in Section 1.1 (Scope) without obtaining the City's prior written consent. 2. Term. This Agreement shall be effective for three (3) years commencing on the Effective Date, except as otherwise provided in this Agreement. This Agreement may be extended for up to a maximum of two (2) additional 1 year terms, upon the mutual written agreement of both parties. 3. Facility Use Fees. In consideration of Licensee's nonprofit standing and its social services to the City, the City agrees to provide a waiver of fees for the use of the Property. 4. Maintenance, Repairs and Improvements . 4.1. Maintenance and Repair by Licensee. Licensee agrees, to use reasonable care keep the interior of the Montanez Adobe clean of debris. 4.2. Maintenance and Repair by the City. A duly authorized representative of City may enter the Property at any time for the purposes of inspection and to perform any necessary maintenance or repair for which the City is responsible, or to carry out any municipal function, including preparation of the exterior of the Montanez Adobe for special events. 4.2.1. City shall be responsible for any major structural repairs to the premises, including such items as leaking roofs, plumbing, and related improvements, providing that the damage to be repaired has not been caused directly by Licensee's use of the premises. City shall also accept responsibility for following items: 4.2.1.1. Exterior and Interior Painting 4.2.1.2. Exterior and Interior Lighting 4.2.1.3. Roofing 4.2.1.4. Windows and Doors 2 4.2.1.5. Exterior and Interior Wall Repair 5. Licensee obligations. 5.1. Licensee shall, at all times, keep City advised of the name, address, and telephone number of the person responsible for the operation of the aforesaid facility. 5.2. Licensee shall, at all times, keep City advised of the name and telephone number(s) of two (2) persons who can be contacted in the event of an emergency. 5.3. Licensee shall ensure all volunteers associated with the Montanez Adobe register as a City of San Juan Capistrano volunteer which includes an application process and fingerprinting. Licensor shall cover all costs associated with registering volunteers. 5.4. Licensee shall only provide the Montanez Adobe keypad combination to Montanez Adobe Docent/San Juan Historical Tours volunteers registered as City of San Juan Capistrano volunteers. 5.5. Licensee shall, at all times, take and maintain the reasonable caution and care in every respect of its operation and shall observe and maintain the most reasonable standard of safety. 5.6. Licensee shall not make any physical changes or modifications (hereinafter 'Improvements") to Property without the prior written consent of City. Licensee shall be solely responsible for any repair and maintenance of any Improvements. 5.7. Licensee shall complete a Property Inspection Check -list provided as "Exhibit U prior to opening the Montanez Adobe to the public for the day. Licensee shall maintain a record of the completed Montanez Adobe Inspection Calendar and provide to the Licensor, upon request. 5.8. Licensee shall ensure the facility is locked after use. 5.9. At no time may alcohol be served, sold, stored or consumed on the Property, unless written approval is received from the City. 5.10. Licensee may utilize public parking spaces in the Los Rios Park parking lot. No parking spaces shall be reserved for Licensee. 5.11. Licensee shall submit an annual performance report to the Community Services Director. The annual performance report shall be due December 3 1 of each year during the term of this License. The annual performance report shall include the following: 5.11.1. Disclosure of all activities the Licensee has conducted both at the License Area and in the community on an outreach basis. 5.11.2. The approximate number of citizens receiving benefits from activities, including meetings, classes, events, services. 5.11.3. Description of any routine maintenance of the License Area. 5.11.4. Information on the total revenue received by the Licensee during the reporting period, and disclosure of the sources of that revenue. 5.12. Licensee represents that it is volunteer non-profit organization. Licensee understands that its non-profit status is a substantial inducement for the City to grant this License. Licensee agrees to remain as a non-profit organization as a condition of this License. Failure to remain a non-profit volunteer organization shall be considered a breach of this License, subject to the termination of the Agreement. 5.13. On or before the termination or expiration of this Agreement, the Licensee shall remove all of Licensee's personal property from the Property and shall surrender possession of the Property to the City in good order and repair to the satisfaction of the City, normal wear and tear excepted. Default. 6.1. In the event of a default by the Licensee, the City shall give the Licensee thirty (30) days' written notice to cure the default. The notice shall specify in reasonable detail the nature and extent of the default. If the default is not cured by the Licensee within the 30 days' notice period, then the City may immediately terminate this Agreement. 7. Termination. City or Licensee shall have the right to terminate this Agreement without cause by giving ninety (90) days advance written notice of termination to Licensee. 8. Attorneys' Fees. If any legal action or proceeding arising out of or relating to this Agreement is brought by either party to this Agreement, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing party. 9. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 10. Waiver. The City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or the City's 4 waiver of any breach hereunder, shall not relieve the Licensee of any of its obligations hereunder, whether of the same or similar type. The foregoing shall be true whether the City's actions are intentional or unintentional. Further, the Licensee agrees to waive as a defense, counterclaim, or setoff any and all defects, irregularities, or deficiencies in the authorization, execution, or performance of this Agreement as well as any laws, rules, regulations, ordinances, or resolutions of the City with regard to this Agreement. 11. Supplement, Modification, and Amendment. No supplement, modification, and/or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 12. Assignment or Transfer. 12.1. No Assignment without the City's Consent. The Licensee shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of the City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in the City's written consent, any assignment, hypothecation, or transfer shall not release or discharge the Licensee from any duty or responsibility under this Agreement. 12.2. Merger. The transfer of a majority of the ownership interests in the Licensee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, or the merger of the Licensee into any other entity in which the Licensee is not the surviving entity, or the sale of all or substantially all of the Licensee's assets, shall be deemed an assignment of the Licensee's rights hereunder subject to the requirements of Section 16.1 (No Assignment without the City's Consent). 13. No Relocation Benefits. This License is not intended to convey a property interest but to permit the Licensee to use the property as provided for herein. The Licensee acknowledges the rights granted by State and/or Federal Relocation Assistance Laws and regulations and, notwithstanding any other provision of this License, expressly waives all such present and future rights, if any, to which the Licensee might otherwise be entitled from the City with regard to this License and the business operated on the property. The Licensee shall not be entitled to relocation assistance, relocation benefits, or compensation for loss of goodwill upon the termination of this License. 14. Construction, References. and Captions. 14.1. Simple Construction. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. E 14.2. Section Headings. Section headings contained in this Agreement are for convenience only and shall not have an effect in the construction or interpretation of any provision. 14.3. Calendar Days. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. 14.4. References to the City. All references to the City shall include, but shall not be limited to, City Council, City Manager, City Attorney, City Engineer, or any of their authorized representatives. The City shall have the sole and absolute discretion to determine which public body, public official or public employee may act on behalf of the City for any particular purpose. 14.5. References to the Licensee. All references to the Licensee shall include all officials, officers, personnel, employees, agents, contractors, and subcontractors of Licensee, except as otherwise specified in this Agreement 15. Relationship Between the Parties. The Parties hereby mutually agree that neither this Agreement, nor any other related entitlement, permit, or approval issued by the City for the Property shall operate to create the relationship of partnership, joint venture, or agency between the City and the Licensee. The Licensees' contractors and subcontractors are exclusively and solely under the control and dominion of the Licensee. Nothing herein shall be deemed to make the Licensee or its contractors or subcontractors an agent or contractor of the City. 16. Notices. All notices to be given hereunder shall be in writing and may be made either by e-mail, personal delivery or by registered or certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed to the parties at the addresses listed below, but each party may change the address by written notice in accordance with this Section 16 (Notices). Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two (2) days after mailing. To City: To Licensee: City of San Juan Capistrano Montanez Adobe Docents/San Juan Attn: Matisse Reischl Historical Tours 32400 Paseo Adelanto Attn: Lorie Porter San Juan Capistrano, CA 92675 Ioriesic( gmail.com m reischl(&sanivancapistrano.or 17. Entire Agreement and Severability. 17.1. Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements, either written or oral, express or implied. 0 17.2. Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 18. Binding Effect. 18.1. The Parties. Each and all of the terms and conditions of this Agreement shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. 18.2. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 18.3. Not Authorization to Assign. This Section 21 (Binding Effect) shall not be construed as an authorization for any Party to assign any right or obligation under this agreement other than as provided in Section 15 (Assignment or Transfer). 7 SIGNATURE PAGE To LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND MONTANEz ADOBE DOCENTS/SAN JUAN HISTORICAL TOURS In witness thereof, the Parties here to have executed this Agreement: City of San Juan Capistrano A California municipal corporation By: Benjamin Siegel City Manager ATTEST: By M is Morris City Clerk APPROVED AS TO FORM: By: � Jeffrey Ballinger City Attorney 8 Montanez Adobe Docents/San Juan Historical Tours By:i Lorie Porter, Director Montanez Adobe Docents/San Juan Historical Tours EXHIBIT "B" REGULATIONS FOR USE OF THE MONTANEZ ADOBE Regulations for Use of the Property: • Type of activity to take place at the Montanez Adobe museum is educational demonstrations of historical items and historical tours. • Hours of Operation: the Montanez Adobe may be used by Licensee daily from the hours of 8:00 a.m. — sunset. During operational hours, Licensee will make the adobe available to the public and other historical tour groups. • Entry to the Montanez Adobe will be free of charge, however donations may be accepted. Donations will not be required for entry. • Licensee may only use donations for purposes associated with the Montanez Adobe. • Licensor reserves the right to decorate the Montanez Adobe for City sponsored events. Licensor will notify Licensee of its plans to decorate. • Licensee is the owner and responsible party of all items within the Montanez Adobe. Licensor shall not replace or compensate Licensee for damaged, lost or stolen items. • Volunteers driving to or from the Montanez Adobe is at the Volunteers sole risk, and will not be considered within the scope of their volunteer services. The City shall not be liable for any driving by volunteers • Alcohol is prohibited at all times on the Property, unless written approval is received from the City. Licensee shall not utilize the Property for any uses other than those specifically established in the License. EXHIBIT `rC" MONTANEZ ADOBE INSPECTION CALENDAR TEMPLATE January 2020 — Montanez Adobe Inspection Calendar Instructions for Registered City Volunteer Responsible for Opening the Facility for Public Access: Confirm the Montanez Adobe is in compliance with all inspection item statements prior to opening the facility for public access. Initial the calendar date once all inspection items are determined to be in compliance. If any inspection item is not answered in the affirmative then the City shall be immediately notified and the Montanez Adobe shall not be opened for public access until the inspection item is remedied. Inspection Items: 1. Public areas inside the adobe are clear of tripping hazards. 2. The front patio area is clear of tripping hazards. 3. Doorways are unobstructed. 4. Door locks are in working order. 5. All scheduled volunteers are registered as City of San Juan Capistrano volunteers. 6. Personal items are contained and/or out of public view. Sunday Monday Tuesday - Wednesday .Thursday Friday .Saturday 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31