22-0301_JUANENO BAND OF MISSION INDIANS_Agenda Report_E8City of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Charlie View, Assistant City Manager
PREPARED BY: Lindsey Stigall, Senior Management Analyst
DATE: March 1, 2022
SUBJECT: License Agreement with the Juaneño Band of Mission Indians for
Use of a Portion of City Owned Property Located at 31411 La
Matanza Street (Lacouague Building) as Tribal Headquarters
RECOMMENDATION:
Approve and authorize the City Manager to execute a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of the Lacouague Building as tribal
headquarters.
EXECUTIVE SUMMARY:
The Juaneño Band of Mission Indians have requested a new License Agreement to
continue using a portion of the City-owned Lacouague Building located at 31411 La
Matanza Street. The space serves as the tribal headquarters and is used for tribal council
meetings, general membership meetings, free community cultural classes and other
administrative functions. The current License Agreement expired in June 2018 and use
of the facility has continued on a month-to-month basis.
DISCUSSION/ANALYSIS
The Juaneño Band of Mission Indians have occupied the Lacouague Building, also known
as the Old Fire Station Complex, pursuant to a License Agreement since 2000. The Old
Fire Station Complex was purchased from the County of Orange in 1994 with a condition
that the property provide community services for residents of the county. The Juaneño’s
use of the facility complies with this requirement by providing tribal services, education,
and other free services to the community.
The use of the building includes conducting tribal business, support for tribal members,
providing educational tools for the public, hosting scholarship workshops for local
3/1/2022
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City Council Agenda Report
March 1, 2022
Page 2 of 3
colleges, free cultural classes, and outreach to both the tribal and non-tribal community,
as well as an Elder Committee to support senior health services and activities.
In July 2020, the Juaneño’s requested a temporary rent reduction as a result of the
COVID-19 pandemic and, in October 2020, amended their request to include rent
forgiveness. In November 2020, nine months of rent forgiveness and eight months of rent
reduction were approved pursuant to the attached Letter of Understanding (Attachment
1).
After the Juaneño’s announced the results of an internal election, City staff and tribal
leadership began discussing terms of a new agreement. Minor modifications were made
to the prior agreement which include defining use of certain parking areas and times,
defining use of a shared restroom between the Juaneño’s and the Kindergarten
Readiness program that occupies an adjoining space in the building during daytime
hours, and extending hours of operations by one hour. The proposed new License
Agreement for City Council consideration is provided as Attachment 2.
Staff is recommending that the City Council authorize the City Manager to execute a
License Agreement with the Juaneño Band of Mission Indians for a three-year term, with
two optional one-year extensions, for use of a portion of the Lacouague Building.
FISCAL IMPACT:
Under the proposed License Agreement, the City covers the costs for routine building
maintenance and water, gas, and electric utilities. The proposed monthly rent of
$1,032.08 is sufficient to offset these costs. The services and activities provided by the
Juaneño’s are free to the community and contribute to the City’s cultural and historical
identity.
ENVIRONMENTAL IMPACT:
The recommended action to approve a License Agreement with the Juaneño Band of
Mission Indians for use of a portion of City-owned property as tribal headquarters is
exempt from CEQA per Section 15061(b)(3), the general rule that CEQA applies only to
projects which have the potential for causing a significant effect on the environment.
Where it can be seen with certainty that there is no possibility that the activity in question
may have a significant effect on the environment, the activity is not subject to CEQA.
Approval of the License Agreement for use of City-owned property as tribal headquarters
is not an activity with potential to cause significant effect on the environment and is
therefore exempt from CEQA.
PRIOR CITY COUNCIL REVIEW:
• On June 3, 2014, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for a four-year term.
City Council Agenda Report
March 1, 2022
Page 3 of 3
• On April 16, 2013, the City Council approved an amendment to the December 16,
2011, License Agreement with the Juaneño Band of Mission Indians to extend the
term of the agreement for one additional year.
• On December 16, 2011, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for one-year with an optional one-year extension.
• On December 15, 2009, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for a two-year term.
• On August 1, 2006, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for three-years with an optional one-year extension.
• On May 20, 2003, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for three-years with an optional one-year extension.
• On July 17, 2000, the City Council approved a License Agreement with the
Juaneño Band of Mission Indians for use of a portion of City-owned property as
tribal office space for three-years with an optional one-year extension.
PRIOR COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
• On May 19, 2014, the Parks, Recreation and Senior Services Commission
forwarded to the City Council a recommendation for approval of a License
Agreement with the Juaneño Band of Mission Indians for use of a portion of City-
owned property as tribal office space for a four-year term.
NOTIFICATION:
Heidi Lucero, CEO, Juaneño Band of Mission Indians
Interested Parties Notification List
ATTACHMENT(S):
Attachment 1 − Letter of Understanding
Attachment 2 − Draft License Agreement
ATTACHMENT 1
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LICENSE AGREEMENT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND JUANEÑO BAND OF MISSION INDIANS, A CALIFORNIA CORPORATE
ENTITY, FOR A PORTION OF THE LACOUAGUE BUILDING, ROOM 3 OF THE OLD
FIRE STATION COMPLEX, LOCATED AT 31411 LA MATANZA STREET, SAN JUAN
CAPISTRANO
PARTIES AND DATE
This License Agreement (“Agreement”) is entered into as of this _____ day of March
2022 (“Effective Date”) by and between the City of San Juan Capistrano, a California
municipal corporation (the “City”) and Juaneño Band of Mission Indians, a California
Corporate Entity (the “Licensee”). City and Licensee are sometimes hereinafter
individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A.The City is the owner of the Lacouague Bu ilding, of the Old Fire Station
Complex, located at 31411 La Matanza Street, San Juan Capistrano.
B.Licensee desires to utilize Lacouague Building (Room 3) as Tribal Headquarters
for the Juaneño Band of Mission Indians. The space will also be used for Tribal
Council Officers meetings, Tribal meetings, Community Cultural classes, and
other administrative purposes.
C.The Parties desire to enter into this Agreement to allow th e Licensee to use a
portion of the Lacouague Building for the above-stated purposes in accordance
with the terms and conditions set forth in this agreement.
TERMS
1.Grant of License.
1.1. Scope. The City grants to Licensee a license to use a portion of the
Lacouague Building (Room 3), within the Old Fire Station Complex,
located at 31411 La Matanza Street, San Juan Capistrano attached hereto
as Exhibit A and incorporated herein by this reference (“License Area”).
1.1.1. Licensee shall use the License Area for Tribal headquarters
purposes only which include Council Meetings, Committee
Meetings, Cultural Classes and other administrative functions.
1.1.2. Licensee is permitted to indoor use of the License Area only.
Outside use, including the lawn area is prohibited unless prior
approval is given in writing by the Community Services Manager.
ATTACHMENT 2
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1.1.3. Licensee shall have access to the common area for use of the
restrooms only. Restrooms shall be kept locked when not in use.
Restroom use is permitted for persons or activities associated with
Licensee functions only. The common area restrooms shall not be
used while the Kindergarten Readiness program is in session.
Restrooms located at the adjacent Nydegger Building can be used
during this time and will be made accessible by Kindergarten
Readiness staff.
1.1.4. Licensee shall be responsible for all furniture, equipment, and
supplies for the License Area. All items brought in by Licensee shall
be removed at the end of the term of the Agreement, including any
applicable holdover period. Subject to the holdover period set forth
in Section 2 of this Agreement, City does not grant permission for
items to remain in the facility once the term of the Agreement ends.
1.1.5. The License Area will be arranged in such a way as to permit open
areas for meetings, classes, and projects.
1.1.6. Licensee shall, at all times, keep City advised of the name,
address, and telephone number of the person responsible for
Licensee's operations on the License Area.
1.1.7. Licensee shall, at all times, keep City advised of the name and
telephone number(s) of two persons who can be contacted in the
event of an emergency.
1.1.8. Licensee shall, at all times, take and maintain the utmost caution
and care in every respect of its operation and shall observe and
maintain the highest standard of safety.
1.2. Hours of Operation. Administrative office hours shall be 9:00 a.m. to
10:00 p.m., Monday through Sunday.
1.2.1. License Area for Tribal headquarters purposes only which includes
Council Meetings, Committee Meetings, cultural classes and other
administrative functions.
1.2.2. Licensee may request to use the License Area outside the hou rs of
operation. Such requests shall be made in writing at least three (3)
business days in advance. City at its sole and absolute discretion
may allow or deny the use. Additionally, City may subject the Other
Use to terms and conditions (including but not limited to insurance
and indemnity), as well as additional fees may be charged for the
other uses outside the hours of operation.
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1.3. Classes. Licensee may hold Cultural Classes in accordance with the
following:
1.3.1. Classes shall be conducted between the hours of 5:00 p.m. –
10:00 p.m.
1.3.2. Classes shall be available to members of the public free of charge.
A nominal supply fee may be charged to class attendees when
supplies are a requirement of the class.
1.3.3. Classes shall be limited to 30 people, which includes attendees
and instructor(s).
1.3.4. Licensee shall have all class participants use the public parking lot
located at the corner of El Horno and Camino Real before other
parking it utilized.
1.4 Parking. Parking spaces adjacent to the site shall be shared with other
users of the Old Fire Station Recreation Complex. No parking spaces
shall be reserved for Licensee. City shall retain the right to exclusive use
of parking spaces for City business at any time.
1.4.1 Licensee shall be responsible for ensuring that attendees park in
the permitted areas in a legal manner and as requested as per this
agreement.
1.4.2 Licensee shall use the public parking lot located at the corner of El
Horno and Camino Real before other parking it utilized. Tribal
Elders and ADA parking is available on a first come first serve
basis.
1.4.3 Licensee and class attendees shall not park along either side of El
Horno and La Matanza streets. That area is to remain available for
the residents and their guests to park.
1.4.4 No overnight parking is permitted in the parking lot.
1.4.5 Licensee shall not use the License Area Parking Lot on Swallows
Day.
1.4.6 Licensee may request from City to use the Old Fire Station parking
lot for special Tribal events for up to two (2) Saturdays per twelve
(12) months at no additional cost for events related to Licensee
functions. Requests shall be made in writing to the Community
Services Manager no less than thirty (30) days in advance.
Licensee shall specify the event that is taking place. City has the
right to deny use of the Parking Lot at its sole discretion.
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1.4.7 The parking lot may only be utilized by Licensee for Licensee’s
purposes and/or functions.
1.5 Keys and Access to the License Area.
1.5.1 City shall issue up to two (2) keys to the individuals whose names
are provided by Licensee and must sign a key-issuance waiver-in
accordance with City procedure. If a person leaves Licensee's
program, Licensee must return the key to City so that person's
name can be removed from City records.
1.5.2 Licensee is not permitted to re-issue any key.
1.5.3 The keys issued shall not be duplicated by Licensee.
1.5.4 Licensee is not permitted to change locks at any time for any
reason. Such action is considered a breach of this Agreement. If
locks need to be changed, the City will evaluate this need and
coordinate this action. The City, at its sole discretion, may change
the keys at any time and without prior notice to Licensee.
1.5.5 Additional keys will be issued at the discretion of the City and shall
incur a fee of $50.00. Lost keys will be replaced for a fee of
$250.00.
1.5.6 Licensee must ensure the facility is locked after each use.
1.5.7 Licensee shall allow City or their designees to conduct inspections
of the License Area, without any advanced notice. It shall be a
breach of this Agreement for Licensee to prohibit said inspections
immediately upon request. Should Licensee fail to allow the City to
conduct said inspections on three (3) separate occasions during a
twelve (12) month period, then City may immediately terminate this
Agreement upon written notice to Licensee and said termination
shall not be subject to Section 7 (Default) or Section
10(Termination).
1.6 Reports. Licensee shall submit an annual performance report, due January
15 of each year for the prior year, to the Community Services Manager.
The report shall include:
1.6.1 Disclosure of all activities the Licensee has conducted both at the
License Area and in the community on an outreach basis.
1.6.2 The number of citizens receiving benefits from activities, including
meetings, classes, events, services.
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1.6.3 The city(s) of residence of citizens receiving benefits from activities,
including meetings, classes, events, services.
1.6.4 Description of any routine enhancements of the License Area.
1.6.5 Information on the total revenue received by the Licensee during
the reporting period, and disclosure of the sources of that revenue.
1.7 Other Uses. The Licensee may not use the License Area for any other
purpose or business not described in Section 1.1 (Scope) without obtaining
the City’s prior written consent from the Community Services Manager.
2 Term. The term of the Agreement shall be three (3) years from the Effective Date.
This Agreement may be renewed for two (2) additional one (1) year terms, upon
the mutual written agreement of both parties.
2.1 In addition, Licensee is hereby granted a 60 -day holdover period with
respect to the term, wherein, Licensee may occupy the License Area for up
to 60 days to accommodate any need Licensee may have to move its
operations to another location. During this holdover period, Licensee shall
continue to pay a monthly fee in the amount set forth in Section 3 of this
Agreement.
3 Facility Use Fees.
3.1 Licensee shall pay to the City a monthly fee in the amount of one thousand
thirty two dollars and eight cents ($1,032.08).
3.2 Licensee shall make payment payable to the City on or before the first day
of each month. The check shall be made payable to the City of San Juan
Capistrano. The monthly payment shall be submitted directly to the
Community Services Department, located at the Community Center, 25925
Camino del Avion, San Juan Capistrano, CA 92675. Monthly payments are
deemed late if not received within ten (10) calendar days thereafter.
3.3 Late Fee. Licensee’s failure to pay the monthly fee by the 10th day of the
month will result in a late charge of 10% of the monthly fee. Licensee
acknowledges that late payment by Licensee to Licensor of any sums due
hereunder will cause Licensor to incur costs not contemplated by this
License, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation, processing and
accounting charges. The parties agree that this late charge represents a
fair and reasonable estimate of the costs that Licensor will incur by reason
of late payment by Licensee.
4 Utilities.
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4.1 Licensee shall be responsible for the cost of all utility services required in
conducting its operations in the License Area authorized under this License
Agreement which include, but not limited to telephone, cable, internet
services or any other expenses related to these services. Licensor is
responsible for gas, electric and water utility costs which are included as
part of the monthly fee identified in section 3.
4.2 Licensee shall be responsible for opening and closing the License Area for
installation, repairs, and/or removal of these services. City staff will not meet
vendors for delivery, installation, repair, or removal appointments.
5 Condition of the License Area, Maintenance, Repairs and Tenant Improvements.
5.1 Acceptance of Condition. Licensee accepts the License Area in its present
“as is” condition upon execution of this Agreement and agrees to assume all
further liability arising out of the condition of the License Area.
5.2 Repairs and Damages. City shall be responsible for all major structural
repairs to the License Area providing that the damage to be repaired has not
been caused directly by Licensee's use of the site. City shall accept
responsibility for the following items: exterior painting, exterior lighting,
roofing, windows and doors (excluding window treatment and screen doors),
exterior wall repair, HVAC, plumbing and interior electric systems (excluding
light bulbs). If the License Area is unusable due to damage or destruction
not caused by Licensee, the monthly rent shall be prorated until the use of
the License Area is restored. Licensee is to notify City within 24 hours of any
damage that occurs.
5.3 Maintenance.
5.3.1 Licensee agrees, at Licensee’s sole expense, to use reasonable
care to keep the License Area clean of debris and keep the License
Area in good condition and repair at all times.
5.3.2 Licensee shall be responsible for all arrangements and any costs
associated to provide custodial service to the License Area.
5.3.3 Licensee shall be responsible for placing trash and recyclable
materials in the appropriate locked dumpster located on the Site.
Licensee shall lock the dumpster after each use. This dumpster
shall be kept locked at all times when not in use.
5.4 Tenant Improvements. Licensee shall submit to the Community Services
Department, in writing, any desired changes/improvements to the License
Area. This shall include any modifications to existing walls, ceiling, windows,
flooring, doors, lighting, interior, exterior, etc. Licensee must receive written
approval from Community Services Manager prior to making any
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improvements or modifications to the License Area. All improvements and
their maintenance shall be the financial responsibility of Licensee and shall
comply with all City and Building Code requirements, and associated fees
shall be the responsibility of the Licensee.
5.5 Restoration Requirement. City retains the right to require that Licensee
restore the License Area to its condition prior to Licensee's occupancy when
Licensee vacates the License Area. If Licensee does not restore the License
Area to the original condition upon vacating the Site, Licensee will be
provided (within thirty [30] days of vacating) with a written explanation of
restoration expenses, along with an invoice for these expenses. Licensee
shall pay this invoice within sixty (60) days of the postage date. Further, any
damage resulting from Licensee's use of the License Area shall also be
corrected at Licensee's sole cost and expense.
6. Default. 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. Indemnification.
7.1. Indemnification of the City by the Licensee. The Licensee shall defend,
indemnify and hold the City, its officials, officers, employees, and agents
(the “Indemnified Parties”) free and harmless from any and all liability from
loss, damage, or injury to property or persons, including wrongful death, in
any manner arising out of or incident to acts, omissions, and/or operations
by the Licensee, its officials, officers, personnel, employees, contractors,
and/or subcontractors as well as its contractors’ and/or subcontractors’
officials, officers, employees, and agents. Further, the Licensee shall
defend at its own expense, including attorneys’ fees, the Indemnified
Parties in any legal action based upon such acts, omissions and/or
operations.
7.2. The Licensee’s Obligations. The Licensee’s obligations under this Section
8 (Indemnification) shall apply to all damages and claims for damages of
every kind suffered, or alleged to have been suffered, regardless of
whether or not the City has prepared, supplied, or approved any plans or
for the uses allowed by this Agreement, and regardless of whether or not
such insurance policies shall have been determined to be applicable to
any of such damages or claims for damages.
7.3. The City’s Rights. The City does not and shall not waive any rights against
the Licensee that the City may have under the indemnification provision in
this Section 8 (Indemnification) because of the City’s acceptance of any
security deposits or insurance policies.
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7.4. Survival. The indemnification provision in this Section 8 (Indemnification)
shall survive the termination or expiration of this Agreement.
8. Insurance.
8.1. Licensee shall not occupy Property until it has provided evidence
satisfactory to the City it has secured all insurance required under this
section.
8.1.1. Commercial General Liability
8.1.1.1. The Licensee shall take out and maintain, during the
term of this License, in amounts not less than specified
herein, Commercial General Liability Insurance, in a form
and with insurance companies acceptable to the City.
8.1.1.2. Coverage for Commercial General Liability
insurance shall be at least as broad as the following
Insurance Services Office Commercial General
Liability coverage (Occurrence Form CG 00 01) or
exact equivalent.
8.1.1.3. Commercial General Liability Insurance must include
coverage for the following:
(i) Bodily Injury and Property Damage.
(ii) Premises/Operations Liability.
(iii) Property Damage
8.1.1.4. The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2)
cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability;
or (4) contain any other exclusion contrary to the Agreement.
8.1.1.5. The policy shall give City, its officials, officers,
employees, agents and City designated volunteers additional
insured status using ISO endorsement forms CG 20 10 10
01 and 20 37 10 01, or endorsements providing the exact
same coverage.
8.1.1.6. The general liability program may utilize either
deductibles or provide coverage excess of a self-insured
retention, subject to written approval by the City, and
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provided that such deductibles shall not apply to the City as
an additional insured.
8.2. Minimum Policy Limits Required.
8.2.1. The minimum Commercial General Liability policy limits are
$1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury,
personal injury, and property damage.
8.2.2. Defense costs shall be payable in addition to the limits.
8.2.3. Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other
requirement, or a waiver of any coverage normally provided by any
insurance. Any available coverage shall be provided to the parties
required to be named as Additional Insured pursuant to this
Agreement.
8.3. Evidence Required. Prior to execution of the Agreement, the Licensee
shall file with the City evidence of insurance from an insurer or insurers
certifying to the coverage of all insurance required herein. Such evidence
shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord
Form 25-S or equivalent), together with required endorsements. All
evidence of insurance shall be signed by a properly authorized officer,
agent, or qualified representative of the insurer and shall certify the names
of the insured, any additional insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the
insurance applies, and the expiration date of such insurance.
8.4. Policy Provisions Required.
8.4.1. Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this
Agreement, except that the Consultant shall provide at least ten
(10) days prior written notice of cancellation of any such policy due
to non-payment of premium. If any of the required coverage is
cancelled or expires during the term of this Agreement, the
Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10)
days prior to the effective date of cancellation or expiration.
8.4.2. The Commercial General Liability Policy shall contain a provision
stating that Licensee’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City
or any named insureds shall not be called upon to contribute to any
loss.
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8.4.3. The retroactive date (if any) of each policy is to be no later than the
effective date of this Licensee.
8.4.4. All required insurance coverages shall contain or be endorsed to
provide a waiver of subrogation in favor of the City, its officials,
officers, employees, agents, and volunteers or shall specifically
allow Licensee or others providing insurance evidence in
compliance with these specifications to waive their right of recovery
prior to a loss. Licensee hereby waives its own right of recovery
against City.
8.4.5. The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with
respect to the limits of liability. Further the limits set forth herein
shall not be construed to relieve the Licensee from liability in
excess of such coverage, nor shall it limit the Licensee’s
indemnification obligations to the City and shall not preclude the
City from taking such other actions available to the City under other
provisions of the Agreement or law.
8.5. Qualifying Insurers
8.5.1. All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following
minimum requirements:
8.5.1.1. Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than
A:VII and admitted to transact in the business of insurance in
the State of California, or otherwise allowed to place
insurance through surplus line brokers under applicable
provisions of the California Insurance Code or any federal
law.
8.6. Additional Insurance Provisions
8.6.1. The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Licensee, and any approval of said
insurance by the City, is not intended to and shall not in any
manner limit or qualify the liabilities and obligations otherwise
assumed by the Licensee pursuant to this Agreement, including but
not limited to, the provisions concerning indemnification.
8.6.2. If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with
these specifications or is canceled and not replaced, City has the
right but not the duty to obtain the insurance it deems necessary
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and any premium paid by City will be promptly reimbursed by
Licensee or the City may cancel this Agreement.
8.6.3. The City may require the Licensee to provide complete copies of all
insurance policies in effect for the duration of the Agreement.
8.6.4. Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising
under or by virtue of this Agreement.
9. Termination. City shall have the right to terminate this Agreement without cause
by giving ninety (90) days advance written notice of termination to Licensee.
10. Possessory Interest Tax Notice. Licensee hereby recognizes and understands
that this Agreement may create a possessory interest subject to property
taxation, and that Licensee may be subject to the pa yment of property taxes
levied on such interest if Licensee is unable to get the annual exemption from the
County of Orange for being a non-profit. Any such imposition of a possessory
interest tax shall be a tax liability of Licensee solely, notwithstanding any
provision of this Agreement to the contrary. Licensee shall promptly notify City of
any possessory interest tax imposed against Licensee’s interest in the License
Area, and shall provide City with a copy of any bill or assessment imposing the
possessory interest tax. Licensee shall remit to the taxing agency the amount of
the possessory interest tax imposed against Licensee, and shall notify City in
writing of the payment. Licensee acknowledges that City, in accordance with
California Revenue and Taxation Code Section 107.6, has given notice to
Licensee that Licensee may be subject to property taxation, and that Licensee
may be subject to the payment of property taxes levied on the possessory
interest created by this Agreement and license. Licensee shall be fully
responsible for the payment of all possessory interest taxes levied and/or
assessed during the term of this Agreement regarding the license.
11. 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.
12. Governing Law and Venue. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Orange County.
13. 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
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
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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.
14. 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.
15. Assignment or Transfer.
15.1. 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.
15.2. 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).
16. 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.
17. Construction, References, and Captions.
17.1. 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.
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17.2. 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.
17.3. Calendar Days. Any term referencing time, days, or period for
performance shall be deemed calendar days and not work days.
17.4. 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.
17.5. 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
18. 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.
19. Notices. All notices to be given hereunder shall be in writing and may be made
either by 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 20 (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
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Benjamin Siegel,
City Manager
Juaneño Band of Mission Indians
A California Corporate Entity
31411 La Matanza Street, Ste A
San Juan Capistrano, 92675
Attn: Heidi Lucero, CEO
20. Entire Agreement and Severability.
20.1. Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
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negotiations, understandings or agreements, either written or oral, express
or implied.
20.2. 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.
21. Binding Effect.
21.1. 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.
21.2. Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
21.3. Not Authorization to Assign. This Section 22 (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 16
(Assignment or Transfer).
Signatures on next page.
EXHIBIT A
LICENSE AREA
EXHIBIT B
PARKING AREAS
La Matanz
a
S
t
r
e
e
t
El Horn
o
S
t
r
e
e
t
Lacouague Bldg.
Chamber
Parking
Public Parking Lot
El Horno St
r
e
e
t
El Cami
n
o
R
e
al
Private Parking Lot
City Parking L
o
t