22-0517_CAPISTRANO UNIFIED SCHOOL DISTRICT_Agenda Report_E12City of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Thomas Toman, Public Works Director
DATE: May 17, 2022
SUBJECT: Second Amendment to Stone Field Lease; and Third Amendment to
CREER Communidad Y Familia License Agreement
RECOMMENDATION:
1.Approve and authorize the City Manager to execute the Second Amendment to
the Stone Field Lease with Capistrano Unified School District for use of Stone Field
as a recreation facility through December 31, 2022; and,
2.Approve and authorize the City Manager to execute the Third Amendment to the
License Agreement with CREER Communidad Y Familia for use of the Stone Field
Property Community Building through December 31, 2022.
EXECUTIVE SUMMARY:
The City leases Stone Field from the Capistrano Unified School District (CUSD) under a
1997 agreement that is set to expire on May 19, 2022. A location map is included as
Attachment 1. The City and CUSD are currently in discussions over a potential long-term
lease renewal that would, if ultimately approved by the City Council and Board of
Trustees, allow the City and CUSD to revisit joint use allocations and construct additional
improvements on the property, including synthetic turf and new field lighting.
Consequently, to provide sufficient time for negotiations and to ensure uninterrupted
community use of the property, staff recommends that the City Council approve the
Second Amendment to the Stone Field Lease with CUSD extending the term through
December 31, 2022 (Attachment 2).
As part of the Stone Field Lease, the City is permitted to sublease the on-site Community
Building. The current tenant, CREER Communidad Y Familia (CREER), has a License
Agreement with the City that expires on May 18, 2022. Therefore, it is also recommended
that the License Agreement term with CREER for use of the Stone Field Community
Building be extended to December 31, 2022 (Attachment 3).
5/17/2022
E12
City Council Agenda Report
May 17, 2022
Page 2 of 3
FISCAL IMPACT:
The recommended action has minimal fiscal impact to the City. The proposed Fiscal Year
2022-2023 Operating Budget provides sufficient funding for Stone Field-related
maintenance services.
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA), the recommended
actions are exempt from CEQA per Section 15061(b)(3), the general rule that the 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. Approving and authorizing the City Manager to execute amendments
to a lease agreement with CUSD and a license agreement with CREER for use of the
Stone Field property through December 31, 2022, would not be an activity(s) with
potential to cause significant effect on the environment and therefore is exempt from
CEQA.
PRIOR CITY COUNCIL REVIEW:
• On August 21, 2018, the City Council approved a License Agreement with CREER
for a two-year term, and two, optional one-year extensions that expires on May 18,
2022.
• On February 19, 2002, the City Council approved an Amendment to the Stone
Field Lease with CUSD for the City to construct certain improvements on said land,
including restroom and bleacher facilities, on land adjoining the leased land owned
by CUSD.
• On May 19, 1997, the City Council approved the Lease of Stone Field with CUSD
as a recreational facility for a twenty-five (25) year term.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
This item does not require commission, committee, or board review.
NOTIFICATION:
Angeles Ceballos, Executive Director, CREER
John G. Forney, Chief Facilities Officer, CUSD
Amy M. Strange, Facilities and Construction Specialist, CUSD
Clark Hampton, Deputy Superintendent, Business and Support Services, CUSD
City Council Agenda Report
May 17, 2022
Page 3 of 3
ATTACHMENTS:
Attachment 1: Location Map
Attachment 2: Proposed Second Amendment with Capistrano Unified School District
Attachment 3: Proposed Third Amendment with CREER Communidad Y Familia
ATTACHMENT 1, PAGE 1 OF 1
LOCATION MAP
STONE FIELD SOCCER FIELD - RECREATION FACILITY
SECOND AMENDMENT TO THE STONE FIELD LEASE
This Second Amendment to the Stone Field Lease (Second Amendment), dated May 19,
2022, is hereby entered into by and between the Capistrano Unified School District, a public
agency (Lessor or CUSD) and the City of San Juan Capistrano, a public body, corporate and
politic (Lessee or City). The Lessor and Lessee are sometimes referred to in this Second
Amendment, each individually, as a “Party,” or collectively, as the “Parties.”
RECITALS
WHEREAS, Lessor currently owns certain real property located in the City of San Juan
Capistrano, commonly known as the “Capistrano Union High School” located at 31422 Camino
Capistrano, San Juan Capistrano (Orange County Assessor Parcel No. 124-190-23). A portion of
that property, located on the northern portion of Capistrano Union High School, is commonly
known as “Stone Field.” Stone Field is currently used as a recreation facility;
WHEREAS, Lessor and Lessee entered into a lease, dated May 19, 1997, for City to
lease Stone Field (Lease). The Lease is attached hereto as Exhibit A-2 and is incorporated here
by this reference;
WHEREAS, the Lessor and Lessee entered into an “Amendment to Stone Field Lease”
(First Amendment) on February 25, 2002, for Lessee to construct improvements on the land,
including restrooms and bleacher facilities, on land adjoining the leased land owned by the
Lessor. The Amendment is attached hereto as Exhibit B-2 and incorporated herein by the
reference;
WHEREAS, the Lease currently expires, pursuant to Section 1.4 of the Lease, on or
about May 19, 2022; and
WHEREAS, the Lessee and Lessor are currently negotiating a potential lease renewal
that would, if approved by the Parties, allow Lessee to construct additional improvements on the
Stone Field property, including synthetic turf and field lighting (Joint Project);
WHEREAS, the Parties desire to extend the expiration date of the existing Lease to
December 31, 2022, in order to provide the Parties with additional time to consider the terms of a
potential long-term renewal of said Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the Parties agree as follows:
ATTACHMENT 2, PAGE 1 OF 4
AGREEMENT
1. Extension of Lease Term. Section 1.4 of the Lease, entitled “Term,” is hereby modified
so as to extend the “Initial Term,” as used in the Lease, through December 31, 2022.
Notwithstanding any language to the contrary in the Lease or Amendment to Stone Field Lease,
the Initial Term of the Lease shall now continue through December 31, 2022.
2. Except as otherwise specifically provided herein, all other provisions of the Lease as
amended by the First and Second Amendment shall remain in full force and effect.
Dated:__________________
LESSOR:
CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency
By:__________________________
Kirsten M. Vital Brulte, Superintendent
APPROVED AS TO
FORM:
ATKINSON, ANDELSON,
LOYA, RUUD & ROMO
_______________________
Jeffrey Hoskinson
Dated:__________________
LESSEE:
CITY OF SAN JUAN CAPISTRANO
By: ____________________________
Benjamin Siegel, City Manager
ATTEST:
_______________________
Maria Morris, City Clerk
APPROVED AS TO
FORM:
BEST, BEST & KRIEGER
_______________________
Jeffery Ballinger, City
Attorney
ATTACHMENT 2, PAGE 2 OF 4
Exhibit A-2
Lease of Stone Filed dated May 19, 1997
ATTACHMENT 2, PAGE 3 OF 4
Exhibit B-2
Amendment to Stone Field Lease dated February 25, 2002
ATTACHMENT 2, PAGE 4 OF 4
Page 1 of 2
THIRD AMENDMENT TO THE LICENSE AGREEMENT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE
CREER COMUNIDAD Y FAMILIA
This Third Amendment to the License Agreement (“Agreement”) dated August 21,
2018, is made and entered by and between the City of San Juan Capistrano, a municipal
corporation (the "City,") and CREER-Comunidad y Familia (CREER), a nonprofit
organization (the Licensee”). City and Licensee are sometimes hereinafter individually
referred to as “Party” and hereinafter collectively referred to as “Parties.”
RECITALS
A. On August 21, 2018, the Parties entered in to the Agreement.
B. Pursuant to Section 4 of the Agreement “this Agreement may be renewed
for two (2) additional one (1) year terms, upon the mutual written agreement of both
parties.”
C. In December of 2020, the Parties agreed to extend the Agreement for an
additional one-year term by executing a Letter Extension (First Amendment).
D. On August 21, 2021, the Parties entered in to the Second Amendment.
E. Pursuant to Section 4.3 of the Agreement “the Lease Agreement shall
expire on May 18, 2022 unless extended pursuant to the terms of the CUSD Lease
Agreement”. The City and CUSD agree to extend the terms of the Lease Agreement
through December 31, 2022.
F. The Parties now desire to approve the Third Amendment to amend the
Term of the Agreement.
G. The Agreement, Letter Agreement (First Amendment) and Second
Amendment are attached hereto an incorporated herein by reference.
The Agreement is hereby amended as follows:
1. Section 4.1 is hereby amended and replaced to read as follows:
“4.1. The term of the license shall be effective from August 21, 2018 through
December 31, 2022.”
2. Except as otherwise specifically provided herein, all other provisions of the
Agreement shall remain in full force and effect.
In witness thereof, the Parties here to have executed this License Agreement:
ATTACHMENT 3,
Page 2 of 2
City of San Juan Capistrano
A California municipal corporation
CREER-Comunidad y Familia
By:
________________________________
By:
_________________________________
BENJAMIN SIEGEL
City Manager
Angeles Ceballos
Executive Director
ATTEST:
By:
________________________________
MARIA MORRIS
City Clerk
APPROVED AS TO FORM:
By:
________________________________
For JEFFREY BALLINGER
City Attorney
Attachments: License Agreement dated August 21, 2018
Letter Extension dated December 17, 2020 (First Amendment)
Second Amendment dated August 21, 2021
LICENSE AGREEMENT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE
CREER COMUNIDAD Y FAMILIA
PARTIES AND DATE
This License Agreement ("Agreement") is entered into as of this Lday of August,
2018 ("Effective Date") by and between the City of San Juan Capistrano, a Calífornia
municipalcorporation (the "City")and CREER Comunidad y Familia a California nonprofit
corporation (the "Licensee"). City and Licensee are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties."
REGITALS:
A.Licensee is a California nonprofit corporation dedicated to develop the Cultural,
Educational and Social potential of Mexican/Latino children, youth, families and
communities so that they may become citizens/leaders and contributors to a
prosperous and vibrant South Orange County Community.
The City currently leases property known as Stone Field, which includes the
stone Field community Building, located a|31322 camino capistrano, san
Juan Capistrano (the "Stone Field Community Building"), from Capistrano
unified School District (-cusD Lease Agreement"). cusD Lease Agreement
shall expire on May 18,2022 unless othenruise extended pursuant to the terms
of the CUSD Lease Agreement.
Licensee desires to utilize, for administrative purposes, a portion of the Stone
Field Community Building.
City desires to make available a portion of the Stone Field Community Building
to Licensee for such purposes on a temporary basis under the terms and
conditions set forth in this License.
ïERMS1. Grant of License
1.1 . City hereby grants a License to Licensee for the purpose of allowing
Licensee to utilize a portion of the Stone Field Community Building,
for administrative purposes only.
1.2 The portion of the Stone Field Community Building, which is the subject
of this License, is specifícally described in the site plan attached hereto
as "Exhibit A" and incorporated herein by this reference ("License
Area"). The Stone Field Community Building, including any parking
areas, is referred to herein as the "Site."
B
c
D
1.3. Under this License, Licensee has the right and sole discretion to deal
with and manage members of the public who enter the License Area.
1.4. Licensee represents that it is recognized by the State of California as
a 501(cX3) non-profit organization. Licensee understands that its
non-profit status is a substantial inducement for the City to grant this
License. Licensee agrees to maintain its non-profit status as a
condition of this License. Failure to maintain this non-profit status
shall be considered a breach of this License, subject to the
termination provisions set forth in Section 12 herein.
2. All=orrcþþ_ Uses
2.1. Allowable uses include the following:
2.1.1. Administrative office hours shall be Monday through Sunday,
8:00 a.m. - 9:00 p.m.
2.1.2. There shall be a maximum of four (4) workstations in this area.
2.1.3. The maximum number of persons to be in this area at any one
time is ten (10).
2.1.4. The types of activities to take place at this site are
ad min istrative/office functions.
2.1.5. Storage of equipment and supplies are permitted only within
the interior of the office/storage area.
2.1.6. Applicant shall have access to adjacent restroom facilities.
2.2" Licensee shall not utilize the property for any other uses than those
specifically established in this License.
3. Conditions of Operation
3.1 . Licensee's hours of operation shall be limited to 8:00 a.m. to 9:00 p.m.,
' Monday through Sunday.
3.2. Licensee shall, at all times, keep City advised of the name, address,
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operations on the License Area.
3.3. Licensee shall, at all times, keep City advised of the name and
telephone numbe(s)of two persons who can be contacted in the event
of an emergency.
3.4. 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.
3.5
3.6
3.7
3.8
Licensee shall submit an annual pedormance report, due December 1
of each year, to the Community Services Director, in accordance with
City Council Policy 014. The report shall include:
3.5.1. Disclosure of all activities the Licensee has conducted both at
the License Area and in the community on an outreach basis.
3.5.2. The number of citizens receiving benefits from activities,
including meetings, classes, events, services.
3.5.3. The city(s) of residence of citizens receiving benefits from
activíties, including meetings, classes, events, services.
3.5.4. Description of any routine maintenance of the License Area.
3.5.5. Proof of the Licensee's continued non-profít status.
3.5.6. lnformation on the total revenue received by the Licensee
during the reporting period, and disclosure of the sources of
that revenue.
Parking spaces adjacent to the Site shall be shared with other users of
the Stone Field community Building (capistrano unified schoor
District). No parking spaces shall be reserved for Licensee. city shail
retain the right to exclusive use of parking spaces for City business at
any time.
All parking must be done in a legal manner (i.e. no double parking).
Licensee shall be responsible for ensuring that attendees park in the
permitted areas in a legal manner.
Licensee shall be responsible for all furniture, equipment, and supplies
for the License Area. All items brought in by Ligensee shall be removed
at the end of the term of the License, including any applicable holdover
period. Subject to the holdover period set forth in Section 4 of this
License, City does not grant permission for Ítems to remain in the facility
once the term of the License ends.
On or before the termination or expiratíon 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 Cíty, normal wear and
tear excepted.
City shall issue up to two (2) keys to the individuals whose names are
provided by Licensee; all keys must be signed-out in accordance with
City procedure. Licensee shall ensure that only the individuals issued
the key shall be authorized to use the key. When a person leaves
Licensee's program, Licensee shall return the key to City so that the
person's name can be removed from City records. Licensee shall not
re-issue any key, or allow any sharing or borrowing of the City issued
key.
3.9
3.10
3.11.
3.12
3.13
4. Term of License
4.1
4.2.
4.3
5. Utilities
5.1.
The keys issued shall not be copied by Licensee. 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.
Licensee agrees and understands that Capistrano Unified School
District (CUSD) reseni/es the right to allow groups and individuals to
utilize the adjacent meeting room.
The term of the License shall be two (2) years from the Effective
Date. The License may be renewed for two (2) additional one (1)
year terms, upon the mutual written agreement of both parties.
ln 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 6 of this License.
Licensee acknowledges the CUSD Lease Agreement shall expire
on May 18, 2022 unlcss cxtcndcd pursuant to the terms of the
CUSD Lease Agreement. Parties agree that any extension
exercised under this agreement or the holdover period shall not
extend beyond the term of the CUSD Lease Agreement. Should the
CUSD Lease Agreement terminate with the City on May 18, 2022,
Licensee hereby agrees that it shall vacate the License Area prior
to May 17, 2022, and this License Agreement shall immediately
terminate on the date the Licensee provides the City notice of the
vacation of the Licensee Area. City agrees that it will provide
Licensee with as much notice as possible, but Parties agree that
that said notice may be less than 60-days.
Licensee shall be responsible for the cost of all utility services
required in conducting its operatíons in the License Area authorized
under this License. Gas, water and electrical fees are part of the
monthly fee set forth in Section 6 of this License. Telephone,
television, cable, security or alarm services or lnternet services and
any other expenses related to these services are the sole
responsibility of Licensee. City shall not require sub-metering of the
facility.
Licensee shaÍl 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.
5.2
6. Fees
6.1 fn consideration of the foregoing, Licensee shall pay to the City a
monthly fee in the amount of forty-nine dollars and zero cents
($4e.OO¡ and a twenty-five dollar ($25.00) monthly utilíty fee (Section
5), totaling seventy-four dollars and zero cents ($74.00) per month.
6.2 Licensee's monthly fees shall be paid upon License execution of the
Agreement and on the first of each month thereafter.
6.3. Late Fee. Licensee's failure to pay the monthly fee by the 1Oth day of
the month will result in a late charge of 10o/o 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.
7. Maintenance, Repairs, and lmprqvements
7.1. 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. lf
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.
7.2.Repaírs and Damages. City shall be responsible forany major structural
repairs to the Site, including such items as leaking roofs, plumbing, and
related ímprovements, 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), exteriorwall repair, HVAC, plumbing. lf the Site is unusable due
to damage or destruction, the monthly fee shall be suspended until the
use of the License Area is restored.
7.3 Custodial Responsibilities. Licensee shall be responsible for all
arrangements and costs to provide custodial service to the License
Area. city shall be responsible for all arrangements to provide custodial
service for the public restrooms on the Site. Licensee and/or the
custodial staff shall be responsible for placing rubbish and recyclable
materials in the appropriate locked dumpster located on the Site. They
shall further be responsible for locking that dumpster after each use.
This dumpster shall be kept locked at all times when not in use.
7.4 Tenant lmprovements. Licensee shall submit to the Community
Services Department, in writing, any desired changes/improvements to
the License Area. This shall include any modificatíons to existing walls,
ceiling, windows, flooring, doors, lighting, interior, exterior, etc.
Licensee must receive written approval from City prior to making any
improvements or modifications to the License Area. All improvements
and their maintenance shall be the financial responsibility of Licensee.
8. Reservations to Citv. City reserves the right to enter the Site at any reasonable time
for the purpose of inspection and/or repairs for which the City is responsible, or to
carry out any municipal function. This right shall not be exercised in any manner which
will unreasonably interfere with Licensee's use of the License Area. The City will have
a key to the License Area, for emergency or maintenance purposes.
9. Condition of Premises. Licensee agrees to accept the License Area in "AS lS"
condition, and agrees to assume all further liability arising out of the condition of the
License Area, once a final inspection is completed jointly by both parties.
10. lnsurance
10.1.Time for Compliance. Licensee shall provide evidence satisfactory to
the City that it has secured all insurance reguired under this Section.
10.2 The Licensee shall take out and maintain, during term of this
Agreement, in amounts not less than specified herein, Commercial
General Liability lnsurance, in a form and with insurance companies
acceptable to the City.
10.3 Coverage for Commercial General Liability insurance shall be at least
as broad as lnsurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent and shall
include the following coverage:
10,3.1. Bodily lnjury and Property Damage
1A3.2. Personallnjury/Advertisinglnjury
10.3.3. Premises/Operations Liability
10.3.4. ProductslCompletedOperationsLiabílity
10.3.5. Aggregate Limits that Apply per Project
10.3.6. Explosion, Collapse and Underground (UCX) exclusion deleted
Contractual Liability with respect to this Agreement
Broad Form Property Damage
I ndependent Licensees Coverage
The policy shall contain no endorsements or provisions limiting
coverage for ('l) 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.
The policy shall gíve City, its officials, officers, employees, agents and
City designated volunteers additional insured status using ISO
endorsement forms CG 20 10 10 01 and 2A 37 10 01 , or endorsements
providing the exact same coverage.
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 provided that such deductibles shall not apply to the
City as an additional insured.
Minimum Policy Limits Required. Licensee shall maintain Commercial
General Liability with a limit of $1,000,000 per occurrence/ $2,000,000
aggregate for bodily injury, personal injury, and property damage.
10.8. Polícv Provisions Bgquired
10.8.1 Licensee shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this
Agreement, except that the Licensee shall provide at least ten
(10) days prior written notice of cancellation of any such policy
due to non-payment of premium. lf any of the required coverage
is cancelled or expires during the term of this Agreement, the
Licensee shall deliver renewal certificate(s) including the
General Liability Additional lnsured Endorsement to the City at
least ten (10) days prior to the effective date of cancellation or
expiration.
10.8.2 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.
The retroactive date (if any) of each policy is to be no later than
the effective date of this Agreement. Licensee shall maintain
such coverage continuously for a period of at least three years
10.3.7.
10.3.8.
10.3.9.
10.4.
10.5
10.6.
10.7
10.8.3
after the termination of this Agreement. Licensee shall
purchase a one (1) year extended reporting period A) if the
retroactive date is advanced past the effective date of this
Agreement; B) if the policy is cancelled or not renewed; or C) if
the policy is replaced by another claims'made policy with a
retroactive date subsequent to the effective date of this
Agreement.
10.8.4.All required insurance coverages, shall contain or be endorsed
to waiver of subrogation in favor of the City, its officials, officers,
employees, agents, and volunteers or shall specifícally 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.
10.8.5 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.
10.9. Qualifvinq lnsurers
10.9.1. AII policies required shall be íssued by acceptable insurance
companies, as determined by the City, which satisfy the
following minimum requirements:
10.9.2 Each such policy shall be from a company or companies with a
current A.M. Best's rating of no less than A:Vll and admitted to
transact in the business of ¡nsurance in the State of California,
or othenruise allowed to place insurance through surplus line
brokers under applicable provisions of the California lnsurance
Code or any federal law.
10.10. Additional lnsurance Provisions.
10.10.1 The foregoing requirements as to the types and limits of
insurance coverage to be maintaíned 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 othen¡¡ise assumed by the Licensee pursuant to this
Agreement, including but not limited to, the provisions
concerning indemnification.
10.10.2.lf 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 and any premium paid by City will be promptly
reimbursed by Licensee or City willwithhold amounts sufficient
to pay prernium from Licensee payments. ln the alternative,
City may cancelthis Agreement.
10.10.3 The City may require the Licensee to provide complete copies
of all insurance policies in effect for the duration of the
Agreement.
10.10.4.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.
1 1 . lndemnification.
11.1. To the fullest extent permitted by law, Licensee shall defend (with
counsel reasonably approved by the City), indemnify and hold the City,
its officials, officers, employees, agents and volunteers free and
harmless from any and all claims, demands, causes of action, suits,
actions, proceedings, costs, expenses, liability, judgments, awards,
decrees, settlements, loss, damage or injury of any kind, in law or
equity, to property or persons, including wrongful death, (collectively,
"Claims') in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions, or willful misconduct of Licensee, its
officials, officers, employees, subcontractors, Licensees or agents in
connection with the peÉormance of the Licensee's services, this
Agreement, including wíthout limitation the paymentof all consequential
damages, expert witness fees and attorneys' fees and other related
costs and expenses. Notwithstanding the foregoing, to the extent
Licensee's services are subject to CivilCode Section 2782.8, the above
indernnity shall be limited, to the extent required by Civil Code Section
2782.8, to Claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Licensee. Licensee's
obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its officials, officers, employees, agents or
volunteers .
11.2.Additional lndemnity Obligations. Licensee shall defend, with counsel
of City's choosing and at Licensee's own cost, expense and risk, any
and all Claims covered by this section that may be brought or instituted
against the City, its officials, officers, employees, agents or volunteers.
Licensee shall pay and satisfy any judgment, award or decree that may
be rendered against the City, its officials, officers, employees, agents
or volunteers as part of any such claim, suit, action or other proceeding.
l2.Termination
12.1.
12.2.
12.3
Licensee shall also reimburse City for the cost of any settlement paid
by the City, its officials, officers, employees, agents or volunteers aspart of any such claim, suit, action or other proceeding. Such
reimbursement shall include payment for the City's attorney's fees and
costs, including expert witness fees. Licensee shall reimburse the City,
its officials, officers, employees, agents and volunteers, for any and all
legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Licensee's
obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its officials, officers, employees, agents and
volunteers.
This License may be terminated upon the default of one of the parties.
ln the event of a dispute between the parties, the parties shallfirst meet
and confer regardíng the matter. lf the dispute cannot be resolved
through a meet and confer session within thirty (30) days of written
notice of a default, then the License may be unilaterally terminated by
the non-defaulting party.
City and Licensee shall have the right to terminate this License without
cause by giving ninety (90) days advance written notice of termination
to the other party.
Upon termination of this License, Licensee shall, at Licensee's sole cost
and expense, remove all equipment and materials and restore the
License Area to its original condition, excepting only normal wear and
tear, acts of God and repairs required to be made by City hereunder.
l3.Attornevs' Fees. lf 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.
14. Governinq Law and Venue. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Orange County.
15.Waiver. The City's failure to ínsist 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 defects, irregularitíes, 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.
l6.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.
17. No Assianment without the Citv'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, or transferee shall acquire no right or interest by
reason of such attempted assignment, or transfer. Unless specifically stated to the
contrary in the City's written consent, any assignment, or transfer shall not release or
discharge the Licensee from any duty or responsibility under thís Agreement.
18. No Relocation BenefÍts. 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 andlor 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 othen¡vise
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.
1 9.Constructíon, References, and Captions.
19.1 . Simple Construction. lt 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.
19.2 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.
19.3 Calendar Davs. Any term referencing time, days, or period for
performance shall be deemed calendar days and not work
days.
19.4 References to the Ci ty. 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.
References to the Licensee. All references to the Licensee shall
include all officials, officers, personnel, employees, agents,
19.5
contractors, and subcontractors of Licensee, except as
otherwise specified in this Agreement.
20. 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.
21. 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 21 (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: Gil Leon
Angeles Ceballos
C/O CREER Comunidad y Familia
31322 Camino Capistrano
San Juan Capistrano, CA 92675
22. Entire Aqreement and Severabílity
22.1
22.2.
23.Bindinq Etfect.
23.1
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.
Severabilitv. 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.
The Parties. Each and all of the terms and conditions of this
Agreement shall be binding on and shall inure to the benefit ofthe Parties, and their successors, heirs, personal
representatives, or assigns.
Successors and Assiçns. This Agreement shall be binding on
the successors and assigns of the Parties.
23.2
23.3.Not Authorization to Asglg¡. This Section 23 (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 17 (Assignment orTransfer).
Signatures on next page.
Srcl¡¡rune pAcE To Llceuse AaRe¡menr
Bv ¡uo Berweeil rxe Clw or 5¡u Jur¡¡ Crprsm¡¡¡o AND rHE GREER Co¡rrut¡olo v
Fnu¡ue.
ln witness thereof, the Parties here to have executed this Agreement:
city of sen Juan capistrano CREER comunidad y Femitir
A Galifornia municipal corporation
By
Arrrst:
C¡ty
Appnoveo es ro FoRl¡:
Attorney
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In witness thereof, the Parties here to have executed this License Agreement:
City of San Juan Capistrano
A California municipal corporation
By:
BENJAMIN SIEGEL
City Manager
ATTEST:
By:
MARIA MORRIS
City Clerk
APPROVED AS TO FORM:
By:
JEFFREY BALLINGER
City Attorney
CREER-Comunidad y Familia
Attachments: License Agreement dated August 21, 2018
Letter Extension dated December 14, 2020 (Second Amendment)
Page 2 of 2