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01-0206_CAMP COOKIE FOR CHILDREN, INC._License AgreementV LICENSE AGREEMENT This License Agreement is entered into this 6thday of Februa p01, by and between the City of San Juan Capistrano (hereinafter "City"), and Camp Cookie for Children, Inc., a California not -for profit corporation (hereinafter "Licensee"). RECITALS: Whereas, City owns certain real property ("the Property"), more particularly described in Exhibit A, and incorporated herein by reference, within the City of San Juan Capistrano, and Whereas, Licensee is a non-profit organization established to provide certain recreational opportunities for children, and Whereas, the Licensee has requested authorization from the City to utilize the Property for such purposes, and Whereas, the City Council finds and declares that the educational and recreational benefits offered by Licensee to children of the community to be in the public interest and promotion of the general welfare, NOW THEREFORE BE IT RESOLVED BETWEEN CITY AND LICENSEE AS FOLLOWS: Section 1. Grant of License/Conceptual Site Plan. City hereby grants a License to Licensee for the purpose of permitting Licensee to establish and conduct equestrian facilities and uses, including the boarding, training and rental of horses; day camps and overnight camps for children; activities that relate to a western themed horse facility established primarily for use by children; and fundraising events to help defray the costs of Licensee's facilities and operation as permitted by this Agreement. A Site Plan, incorporated into Exhibit A, sets forth Licensee's proposed conceptual layout for the equestrian and related facilities. In consideration of the public benefits from the recreational opportunities afforded to children by Licensee, no license fee shall be required by City from Licensee for the grant of this License right. Section 2. Permitted Uses. The uses described in Section 1 and further described herein are the only uses that may be conducted on the Property. A more detailed list of facilities and activities is attached hereto as Exhibit B, and incorporated herein by reference. Licensee shall not use or permit the Property to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state, county, or local government agency, body, or entity. Licensee shall not maintain, commit, or permit the maintenance or commission of a nuisance, as now or hereafter defined by any statutory or decisional law, arising out of Licensee's use of the Property under the provisions of this Agreement. Section 3. Land Use and Building Code Compliance. Licensee agrees and understands that it may not construct the improvements described in the Site Plan until Licensee has first obtained all required land use approvals and building permits from City. Section 4. Term. The term of this License Agreement shall be for a period of ten (10) years. Section 5. Termination of Agreement. (a) Termination Without Cause. The Property is located within the City open space property which was acquired by public open space bond funds. It is necessary that this City Council, and future City Councils, retain complete discretion to potentially utilize the Property for other open space uses. Accordingly, City reserves the right in its absolute discretion to terminate this License Agreement without cause by serving on Licensee a written notice of termination twelve (12) months prior to the selected termination date. (b) Breach of Agreement. If either party fails to comply with any terms, covenants, or conditions of this Agreement, the other party shall serve a notice of default on the defaulting party. That party shall cure such default within the (30) days, providing such default can be reasonably cured within thirty (30) days. If the default requires more time to cure, then the defaulting party shall commence the cure within (30) days' notice of the default and complete the cure within a reasonable period of time as specified by the notice of default. If the default is not cured, then a mediation process shall be instituted to resolve the matter. Mediation shall also be utilized to resolve any other controversy arising under the Agreement. The parties shall select one mediator from any available mediation service. If the mediation has not resolved the matter within a reasonable period of time, the parties may then resort to any remedies at law to enforce the terms of this Agreement. (c) Surrender of Property. At the expiration or earlier termination of this Agreement, Licensee shall surrender the Property free of all structures, debris, objects, substances, or any other material, and free of all liens and encumbrances which may have come into existence with the consent of City on or after the execution date of this Agreement. The Property shall be in a safe and sanitary condition, free from hazardous or toxic waste or material, environmental pollution or other contamination and shall be in as good condition as at the commencement of this Agreement. If the property is not surrendered in its original condition to City within a reasonable period of time, then City reserves the right to summarily remove at its discretion any structures, debris, objects, or any other material on the Property in the event that: 1) City has terminated the Agreement under subsection (A), or 2) Licensee fails to perform its obligations under the Agreement, after City has followed either of the alternate termination procedures set forth in subsections (A) or (B). Section 6. Utilities. Licensee is solely responsible for providing and paying for all utility services, including but not limited to, gas, water, garbage, electricity, telephone service, Catv, to the Property for the term of this agreement. Section 7. Compliance With All Laws. Licensee's establishment and operation of its facilities shall be performed in accordance with all applicable laws, ordinances, regulations, including but not limited to federal, state, county, and local government agencies having jurisdiction over said operations. Section B. Condition of Facilities. At all times during the term of this Agreement, Licensee shall, at Licensee's own cost and expense, keep and maintain the Property and all improvements now or hereafter on the Property in good order and repair and in a safe and clean condition. Furthermore, Licensee, at Licensee's own cost and expense, maintain at all times during the term of the Agreement the Property as well as any improvements, landscaping, or facilities thereon in a clean, sanitary, orderly, and attractive condition. Section 9. Insurance and Indemnity. (a) Insurance. Licensee shall maintain at all times during the term of this rreement satisfactory liability and premises liability insurance in an amount of not less n per occurrence or combined single limit coverage. of of insurance (including the requirement of an appropriate endorsement from the rier) shall be submitted to the City Attorney's Office for final approval prior to nsee's occupancy of the Property. City, its elected officers, appointed officials, and **on m lion ($1,000,000) - approved by Council 2/6/2001 employees shall be named as an additional named insured on said policy. (b) Indemnity. Licensee shall indemnify, save and defend City, its elected and appointed officials, employees harmless from and against any and all claims, demands, suits, actions and proceedings, of any kind or nature, for damages to property or injuries to or death of any persons, or claims of malfeasance or omission by any third parties, arising out of Licensee's actions and activities in performing its rights and obligations under this License Agreement. Section 10. No Assignments. Licensee shall not assign or hypothecate in any manner this Agreement to any party without the prior written consent of City. Section 11. General Provisions. (a) Notices. All notices, demands, consents, or other communications required to be given under this Agreement shall be accomplished by first class mail, postage prepaid, and deposited in the U.S. mails, or personally served upon the other party at the address identified below. The address for delivery of notice can be changed by either party giving written notice of the new address. To City: George Scarborough, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Ca. 92675 To Licensee: Camp Cookie for Children, Inc. ©� Attn: 17 17 r>cac� f r r,G� ONS Qr4�� pr �1��1 ISI 17iS� (b) Attorney's Fees. In the event of any legal action or proceeding is commenced to interpret or enforce the terms and conditions under this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non -prevailing party all reasonable attorney's fees, costs and expenses incurred by the prevailing party. (c) Entire Agreement. This Agreement contains the entire Agreement of the parties hereto with respect to the matters covered hereby, and no other previous agreement, statement or promise made by any party hereto which is not contained herein shall be binding or valid. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST City Clerk U 61 Approved as to form: John R. Sh w, City Attorney City of San Juan Capistrano By: �GG� GKtl M or Wyatt Hart Camp Cookie for_CbWn, Inc. John Frank Proposed Camp Cookie Ranch Facilities and Activities: Facilities Include: • Meeting room OFfices • Hay been • Mare motel • Stalls • Pastures • Food service area • On-site Caretaker facility • On-site manager's facility • Tack & equipment ham • Large recreation room • Tack rooms • Restrooms • Arenas Activities Include: • Wagon rides • Trail ndes • Horse/Riding Events/Competdions • Bar-B-lues/Cooks40s • Chuck wagon dinners • Tepees • Fundraising events • Picnics • Children's Birthday Parties • Recreation mom/Aaivity room • Western Town • On site horse trainers i , .