15-0602_CREER_License AgreementLICENSE AGREEMENT
This License Agreement ("License") is made this 2"'' day of June 2015,
("Effective Date"), by and between the City of San Juan Capistrano ("City"), and the
CREER Comunidad y Famiiia, a non-profit corporation ("Licensee").
RECITALS:
WHEREAS, Licensee desires to utilize, for administrative purposes, a portion of
the Stone Field Community Building, located at 31322 Camino Capistrano; and
WHEREAS, City desires to make available such facility to Licensee for such
purposes on a temporary basis under the terms and conditions set forth in this License.
NOW, THEREFORE, BE IT MUTUALLY RESOLVED BETWEEN CITY AND
LICENSEE AS FOLLOWS:
SECTION 1. GRANT OF LICENSE
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.
The portion of the Stone Field Community Building, which is the subject of this
License, is specifically 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."
Under this License, Licensee has the right and sole discretion to deal with and
manage members of the public who enter the License Area.
Licensee represents that it is recognized by the State of California as a 501(c)(3)
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 11 herein.
SECTION 2. ALLOWABLE USES
Unless Licensee obtains prior written approval from the Director of Community
Services pursuant to Section 10(a) of this License, Licensee shall not utilize the License
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Area for any uses than those specifically set forth in "Exhibit B", attached hereto and
incorporated herein by this reference.
SECTION 3. TERM OF LICENSE
The term of the License shall be two (2) years from the Effective Date. The
License may be renewed for one year, upon the mutual written agreement of both
parties.
In addition. Licensee is hereby granted a 90-day holdover period with respect to
the term, wherein. Licensee may occupy the License Area for up to 90 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 5 of this License.
SECTION 4. UTILITIES
Licensee shall be responsible for the cost of all utility services required in
conducting its operations in the License Area authorized under this License. Gas, water
and electrical fees are part of the monthly fee set forth in Section 5 of this License.
Telephone, television, cable or Internet 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 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.
SECTIONS. PAYMENT
In consideration of the foregoing. Licensee shall pay to the City a monthly fee in
the amount of forty-nine dollars and zero cents ($49.00) and a twenty-five dollar
($25.00) monthly utility fee (Section 4), totaling seventy-four dollars and zero cents
($74.00) per month.
SECTION 6. MAINTENANCE. REPAIRS. AND IMPROVEMENTS
(a) 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
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damage resulting from Licensee's use of the License Area shall also be
corrected at Licensee's sole cost and expense.
(b) Repairs and Damages. City shall be responsible for any major structural
repairs to the Site, 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 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.
If the Site is unusable due to damage or destruction, the monthly fee shall be
suspended until the use of the License Area is restored.
(c) 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.
(d) 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 City prior to making any improvements or modifications to the
License Area. All improvements and their maintenance shall be the financial
responsibility of Licensee.
SECTION 7. RESERVATIONS TO CITY
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.
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SECTION 8. CONDITION OF PREMISES
Licensee agrees to accept the License Area in "as is" 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.
SECTION 9. INSURANCE/INDEMNITY
Insurance required herein shall be provided by Admitted insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A-
Class VII or better.
(a) Comprehensive General Liability. Throughout the term of this License and
any holdover period. Licensee shall maintain in full force and effect
Comprehensive General Liability coverage in the following minimum
amounts:
$1,000,000 property damage;
$1,000,000 injury to one person/any one occurrence/not limited
to contractual period;
$1,000,000 injury to more than one person/any one
occurrence/not limited to contractual period.
(b) Proof of Insurance Requirements/Endorsement. Licensee shall submit the
certificate of liability insurance, naming the City as additional insured, and an
additional insured endorsement to the City for certification that the insurance
requirements of this License have been satisfied.
(c) Notice of Cancellation/Termination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled, nor the coverage's reduced,
until after thirty (30) days' written notice is given to City, except that ten (10)
days' notice shall be given if there is a cancellation due to failure to pay a
premium.
(d) Indemnity. To the greatest extent allowed by law. Licensee shall indemnify,
protect, defend, and hold City and its elected and appointed officials and
employees harmless from and against any and all actions, suits, claims,
demands, judgments, attorneys' fees, costs, damages to persons or property,
losses, penalties, obligations, expenses or liabilities (herein "claims" or
"liabilities") that may be asserted or claimed by any person or entity arising
from or in connection with the willful misconduct or negligent acts, errors or
omissions of Licensee and its agents, representatives, contractors.
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employees or volunteers relating to or arising from Licensee's operations,
programs, use, activities, work or things done, permitted or suffered by
Licensee on, in or about the Site or elsewhere and any and all claims, losses,
actions, damages and liabilities arising from breach or default in the
performance of any obligation on Licensee's part to be performed under the
terms of this License, or arising from any act or omission of Licensee, or any
of Licensee's agents, representatives, contractors, employees or volunteers,
including reasonable attorneys' fees and all costs incurred by City in such
action in connection herewith.
SECTION 10. CONDITIONS OF OPERATION
(a) Licensee's hours of operation shall be limited to 8:00 a.m. to 9:00 p.m.,
Monday through Sunday. Allowable uses shall be limited to the uses set forth
in "Exhibit B". Subject to the advance written consent and approval of
Community Services Director in his or her sole and absolute discretion, and
subject to terms and conditions as may be prescribed by Community Services
Director (including but not limited to insurance and indemnity), the parties
may expand the hours of operation and the list of allowable uses for the
License Area.
(b) 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.
(c) 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.
(d) 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.
(e) Licensee shall submit a semi-annual performance report, due January 31 and
July 31 of each year, to the Community Services Director, in accordance with
City Council Policy 014. The report shall include:
1. Disclosure of all activities the Licensee has conducted both at the License
Area and in the community on an outreach basis.
2. The number of citizens receiving benefits from activities, including
meetings, classes, events, services.
3. The city(s) of residence of citizens receiving benefits from activities,
including meetings, classes, events, services.
4. Description of any routine maintenance of the License Area.
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5. Proof of the Licensee's continued non-profit status.
6. Information on the total revenue received by the Licensee during the
reporting period, and disclosure of the sources of that revenue.
(f) Parking spaces adjacent to the Site shall be shared with other users of the
Stone Field Community Building (Capistrano Unified School District). 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.
(g) 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.
(h) 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 License, .including any applicable holdover period. Subject to
the holdover period set forth in Section 3 of this License, City does not grant
permission for items to remain in the facility once the term of the License
ends.
(i) City shall issue keys to the individuals whose names are provided by
Licensee; all keys must be signed-out in accordance with City procedure.
When a person leaves Licensee's program. Licensee must return the key to
City so that person's name can be removed from City records. Licensee is not
permitted to re-issue any key.
SECTION 11. TERMINATION
(a) This License may be terminated upon the default of one of the parties. In the
event of a dispute between the parties, the parties shall first meet and confer
regarding the matter. If 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.
(b) 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.
(c) 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.
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SECTION 12. ENTIRE AGREEMENT
This License contains the entire agreement of the parties hereto with respect to
the matters covered herein, and no other previous agreement, statement or promise
made by any party hereto which is not contained herein shall be binding or valid.
SECTION 13. USE OF ADJACENT MEETING ROOM.
Licensee agrees and understands that Capistrano Unified School District
(CUSD) reserves the right to allow groups and individuals to utilize the adjacent meeting
room.
SECTION 14. GENERAL PROVISIONS
(a) Notices. All notices, demands, consents, or other communications required to
be given under this License shall be accomplished by first class mail, postage
prepaid, and deposited in the U.S. mail, or personally served upon the other
party.
To City:
Cynthia Alexander, Community Services Director
City of San Juan Capistrano
25925 Camino del Avion
San Juan Capistrano, CA 92675
To Licensee:
Angeles Ceballos
C/O CREER Comunidad y Famiiia
31322 Camino Capistrano
San Juan Capistrano, CA 92675
(b) Attorney's Fees. In the event any legal action or proceeding is commenced to
interpret or enforce the terms of, or obligations arising out of this License, 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.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this License on the day and year
first above written.
CITY OF SAN JUAN CAPISTRANO
Derek Reeve, Mayor
CREER, COMUNIDAD Y FAMILIA
APPROVED AS TO FORM:
Hans Van LigteTirCity Attorney
Attached Exhibits: A. Site Diagram
B. Allowable Uses
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EXHIBIT "A'
Site Plan
I Dexo^mnmi> 1
Stone Field Contmunity Buiiding (242 square feet)
Camino Capistrano
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EXHIBIT "B"
Allowable Uses
Stone Field Community Building
CREER-Comunidad y Famiiia
Allowable Uses Include:
• Administrative office hours shall be Monday - Sunday, 8:00 a.m. - 9:00 p.m.
• There shall be a maximum of four (4) workstations in this area
• . The maximum number of persons to be in this area at any one time is ten (10)
• Types of activities to take place at this site include: administrative/office functions
• Storage of equipment and supplies are permitted only within the interior of the
office/storage area
• Applicant shall have access to adjacent restroom facilities
Applicant may not utilize the property for any other uses than those specifically
established in this agreement.
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