10-1019_THE OAKS FARM_Agenda Report_I2 10/19/2010
AGENDA REPORT 12
TO: Joe Tait, City Managepc-`
FROM: Cindy Russell, Chief Financial Officer/City Treasurer
SUBJECT: RMV Riding Park at San Juan Capistrano (Eastern Open Space) Update —
a) Consideration of Proposed License Agreement with The Oaks, Inc.; b)
Consideration of Proposed License/Operating Agreement Deal Points
from Blenheim Facilities Management; and c) Status Update of Lemon
Grove Parcel Projects
!RECOMMENDATION:
1. Review and file the information presented; and,
2. By motion,
a. Approve the License Agreement with The Oaks, Inc, for the Oaks Paddock
Area of the Lemon Grove Parcel; and
b. Provide direction to the City Council RMV Riding Park Sub-committee and
staff regarding the proposal from Blenheim Facilities Management; and
c. Provide any other direction regarding the Lemon Grove and/or Riding Park
Parcels
SITUATION:
The City Council appointed sub-committee for the RMV Riding Park and staff have been
working together on a number of items related to the property acquired from RMV,
formally known as the RMV Riding Park at San Juan Capistrano or Eastern Open
Space. The following is an update on a number of items for City Council review and
discussion. Staff has also included for City Council consideration a license agreement
with the The Oaks, Inc. dba the Oaks Farms to replace their existing lease agreement.
Additionally, the City Council sub-committee has received a proposal from Blenheim
Facilities Management, LLC for the continued operation of the RMV Riding Park Facility
property for review and discussion.
Proposed License Agreement with The Oaks Inc. The Oaks Farms - The Oaks,
Inc. (The Oaks) has an existing lease agreement that was in place at the time the City
purchased the property from Rancho Mission Viejo (RMV). The lease agreement
covered approximately 2.37 acres, had a current lease rate of $4,404 annually and
Agenda Report
Page 2 October 19, 2010
renewed automatically each year unless the lessor or lessee terminated with one year's
written notice. The area used is maintained by the Oaks Farms as a paddock/turnout
area and does not include any permanent stable facilities.
The Proposed License Agreement (Attachment 1)includes the following terms
• Lease Rate $4,800 annual lease payment increasing by CPI each year.
• Term — Initial Five (5) year term with three 5-year extensions, however after the
initial term, either party may terminate without cause with a written one-year
notice.
• Size -- 2.46 acres, with approximately 2.35 due to the Caltrans Ortega Highway
ROW.
• Trail Extension— The Oaks is required to extend the City's multi-use trail from its
current terminus through the City's property to the Arizona Crossing gate to
provide access from the City's trail system on the north side of San Juan Creek
to the riding park parcel and maintenance of this trail extension
• Trail Resting Area —The Oaks is required to provide a trail resting area, including
a covered bench or seating area, hitching post and water trough at the wide area
of the terminus of the City's existing multi-use trail. The Oaks will also maintain
this area.
Additionally, the Oaks Farms has committed to continue to provide oak trees, at no cost
to the City from the growing area for the City's parks and other projects
Benefits to the City
• License income of$4,800/year on a small parcel with limited marketability
• New Trail Extension & Fencing
• Trail Resting Area and Trail Maintenance
• Access to 100- Oak Trees (8-10 feet) at no cost to the City
• Security fencing around Southern California Edison (SCE) Towers
• Visual Enhancement and Maintenance of the property
Lastly, the proposal from the Oaks included a "green" composting facility to be
developed in conjunction with the City for purposes of manure disposal, etc. The Oaks
Farms and City staff are still working on the details of this project and will return to City
Council for their consideration of a separate operating agreement related to this project.
Consideration of Proposed Operating Agreement Deal Points from Blenheim
FacilifiesMan 'gement — On October 8, 2010, the City received a proposal/deal points
(Attachment
from its current licensee on the RMV Riding Park parcel, Blenheim
Facilities Management, regarding the current license agreement for consideration by the
City. Staff will review the attached proposal at the City Council meeting and
recommends the City Council provide comments/direction to the City Council sub-
committee and staff regarding the proposal.
Agenda Report
Page 3 October 19, 2010
The proposed deal point highlights are as follows:
® An extension to the existing license agreement of one-year in order to best plan
and understand the true operating expenses of the parcel after installation of City
infrastructure
Increase annual license payment to $225,000
• Offer to provide operating experience to city staff concerning potential operating
recommendations related to infrastructure to maximize the use of the riding park.
® Offer to partner with City staff to best facilitate the development and installation of
the City's lemon grove parcel projects.
Update of the Lemon Grove Parcel Projects — Project Manager David Contreras
and/or other staff will provide a presentation on the Lemon Grove Parcel Projects based
on the attached exhibit (Attachment 3).
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
Based on feedback from the City Council any items needing Commission/Board review
will be evaluated and prepared for their consideration and recommendation.
FINANCIAL CONSIDERATIONS:
The Oaks Farm License Agreement - The current lease agreement with the Oaks
Farms has an annual lease payment of $4,404. The proposed license agreement
increases the annual lease payment by 9% to $4,800 which exceeds the amount
included in the FY 2010/11. These funds will be used to offset costs associated with
public use of the lemon grove parcel. Based on the small licensed area of 2.46 acres,
this represents $1,951 per acre. The City maintains other license agreements on bond
restricted property ranging from $1,000 to $1,500 per acre. The value of the oak trees
to be made available to the City is approximately $22,500. Staff is currently calculating
the value of the trail extension, trail resting area and maintenance of these facilities and
will provide this information for the City Council at or before the meeting.
This property is located under the Southern California Edison (SCE) power line
easement and has certain restrictions regarding uses, permanent improvements, etc.
An additional benefit of the license agreement is that the area around towers is
completely fenced from the City's property, providing a safety barrier for the public.
Additionally, while the property located under the power lines is not ideal for most public
uses, the public will benefit from this license agreement based on the enhancement and
maintenance of the property is a party other than the City.
Additionally, bond-financed property has certain restrictions regarding the amount of
payment the City may receive from private parties. Based on the bond-restrictions, the
entire Eastern Open Space property can generate no more than $3 million (present
value) in payments over the 30-year bond period from private parties.
Agenda Report
Page 4 October 19, 2010
Blenheim Facilities Management — Financial considerations are unknown at this time
due to Blenheim Facilities Management not operating the facility for a period of time
after the proposed installation of water and/or sewer infrastructure. However the
proposed license agreement is $25,000 greater than the current fee and the budgeted
amount for FY 2010/11. Further discussion and analysis will result in more definite
information for City Council consideration.
NOTIFICATION:
The Oaks Farms, Attn: Sheri Grady-Merkle
Blenheim Facilities Management, LLC, Attn: R.J. Brandes
RECOMMENDATION:
1. Review and file the information presented; and,
2. By motion,
a. Approve the License Agreement with The Oaks, Inc. for the Oaks Paddock
Area of the Lemon Grove Parcel; and
b. Provide direction to the City Council RMV Riding Sub-committee and staff
regarding the proposal from Blenheim Facilities Management; and
c. Provide any other direction regarding the Lemon Grove and/or Riding Park
Parcels
Respectfully submitted
Cindy Russell
Chief Financial Officer/City Treasurer
Attachments:
1. License Agreement--- The Oaks, Inc.
2. Proposal from Blenheim Facilities Management, LLC
3. Lemon Grove Parcel Concept Map
LICENSE AGREEMENT
This License Agreement ("Agreement") is made this day of , 2010, by
and between the City of San Juan Capistrano, a municipal corporation, and
("LICENSOR"), and The Oaks, Inc., a Delaware corporation, doing business in California
as The Oaks Farms ("LICENSEE").
RECITALS
WHEREAS, LICENSOR is the owner of approximately 118.5 acres of property
generally described as Assessor's Parcel Number (APN) 125-172-07, which was
acquired to be maintained as open space within the City of San Juan Capistrano; and
WHEREAS, LICENSEE currently maintains equestrian paddocks and arenas on a
portion of APN 125-172-07 pursuant to that certain lease agreement, dated September 1 ,
1999, by and between the prior property owners and LICENSEE, which lease is
commonly referred to as the "Oaks Paddock Lease"; and
WHEREAS, LICENSEE desires to continue to use an approximately 2.46 acre
portion of property located in the comer of APN 125-172-07 for equestrian paddock and
arena operations; and
WHEREAS, the parties desire to terminate the Oaks Paddock Lease in return for
the grant of license and the terms and conditions herein.
LICENSE
NOW, THEREFORE, LICENSOR and LICENSEE do hereby mutually agree as
follows:
Section 1. Grant of License/Term.
(a) Grant of License. LICENSOR hereby grants to LICENSEE a License to establish
and maintain a temporary equestrian paddock and arena operation on the
Premises, as depicted on the site plan attached hereto as Exhibit "A" and
incorporated herein by reference (hereinafter referred to as the "Premises"). The
scope of the License granted herein is more specifically described in Section 3 of
this Agreement. LICENSEE shall provide the expertise, supervision and
management over the activities and uses authorized herein. Except as otherwise
provided in this Agreement, the Premises shall not be used for any other purpose.
Page 1 of-10
732749.1 ATTACHMENT l
(b) Term.
i, Original Term. The initial term of this Agreement shall be from the date of
execution of the Agreement through and until December 31, 2015 (the
"Original Term"), unless sooner terminated
ii. Renewal Terms. The term of this Agreement may be extended for up to
three (3) additional five-year periods beyond the Original Term pursuant to
this Section. Each additional five-year term shall be referred to herein as a
"Renewal Term." Upon the expiration of the Original Term andlor the first
two (2) Renewal Terms, the Term of this Agreement shall be automatically
extended for another five-year period, provided that (1) neither party
provides the other party with a prior one-year written notice of its election to
terminate this License; (2) there exist no Default or Event of Default under
the License; and (3) this Agreement has not been terminated in accordance
with terms hereof.
iii. Termination. Notwithstanding the foregoing, during any Renewal Term,
either party may terminate this Agreement without cause by providing the
other party with at least one year written notice.
Section 2. License Fee.
(a) LICENSOR shall receive from LICENSEE a license fee of Four Thousand Eight
Hundred Dollars ($4,800) annually, to be paid on or before September 1 of each
year in the form of a check payable to the City of San Juan Capistrano.
(b) The license fee shall be adjusted annually on September 1 at each anniversary of
the Agreement in.the amount equal to the percentage increase in the consumer
price index for the Los Angeles-Riverside-Orange County Metropolitan Area, all
wage earners, for the prior 12-month period (March to March), rounded to the
nearest dollar.
Section 3. Scope of License and Conditions, Requirements and Limitations Thereof.
(a) Permissible Uses. LICENSEE may use the Premises for maintaining a temporary
equestrian paddock and arena operation for the purpose of supplementing
LICENSEE's operations on the adjacent property. LICENSEE may also use the
Premises for placement of above ground (boxed 1 canned) Oak trees being grown
by The Oaks Farms, which are acorn grown from its grove of old growth Oak
trees. LICENSEE shall maintain equestrian fencing as approved by LICENSOR
along those boundaries of the Premises that are adjacent to other portions of APN
125-172-07 or other public right of way. LICENSEE shall be responsible for the
supervision and management of every aspect of its operations on the Premises.
All improvements to the property shall be considered temporary and will be subject
to written approval by the City. No permanent or temporary stabling of equines is
allowed on the property. LICENSEE shall use and maintain the Premises and
Page 2 of 10
732749.1
perform all operations in a competent manner, consistent with the standards of the
industry and in accordance with all applicable Federal, State and local regulations,
including the City of San Juan Capistrano Municipal Code. LICENSEE shall
obtain, at its sole cost and expense, all governmental permits and authorizations
of whatever nature required by any governmental agencies having jurisdiction over
LICENSEE's use of the Premises.
(b) Southern California Edison Easement. All uses and operations on the Premises
shall be subject to the Southern California Edison easement attached here to as
Exhibit "B" and incorporated herein by reference (the "Easement").
(c) Condition of Premises. LICENSEE accepts the Premises in its present condition,
"as is", upon execution of this License. LICENSOR makes no warranty of the
suitability of the Premises for LICENSEE's intended uses and expressly disclaims
any warranty or representation with regard to the condition, safety, security or
suitability for LICENSEE's intended use of the Premises. The duly authorized
representative of LICENSOR may enter upon the Premises and all structures and
buildings thereon, or any portion thereof, at any time, and from time to time.
(d) Maintenance of Premises. LICENSEE may use the existing structures on the
Premises for LICENSEE's use in equestrian paddock and arena operations.
LICENSEE shall maintain, at LICENSEE's expense, the Premises, including all
existing structures and all equipment owned and furnished by LICENSEE, in a
reasonable state of repair and working order. LICENSEE agrees, at LICENSEE's
expense, to use reasonable care to control all weeds growing on Premises; keep
the Premises clean of trash, debris and rubbish; and to keep fences, ditches,
landscaping and borders of the Premises in good condition and repair at all times,
reasonable wear and tear expected.
(e) Development of Multi-Use Trail Extension and Trail Resting Area.
i. Pursuant to the grant of such access, LICENSEE shall develop the
extension of the existing multi-use trail from its current terminus at the
southwest corner of the Premises approximately ninety (90) feet east along
the southerly border of the Premises to the City's arizona crossing (the
"Crossing) gate on APN 125-172-07. In addition, LICENSEE shall develop
a Trail Resting Area at the current terminus of the existing multi-use trail to
include a hitching post, water trough and covered bench. The conceptual
alignment of the trail extension is depicted on Exhibit "A." The final
alignment of the extension and details of the Trail Resting Area shall be
subject to LICENSOR's approval. LICENSEE shall also be responsible for
providing LICENSOR approved equestrian fencing along the trail extension.
All work shall be completed within ninety (90) days of the effective date of
this Agreement.
ii. For the term of this License, LICENSEE shall be responsible for the
maintenance of the Trail Resting Area and that portion of the multi-use trail
Page 3 of 10
732749.1
from its current terminus at the southwest corner of the Property
approximately ninety (90) feet east along the southerly border of the
Property to the Crossing gate on APN 125-172-07. Such maintenance shall
include all improvements constructed thereon in good order and repair, and
to keep said premises in neat, clean, orderly, safe, and sanitary condition,
according to the City of San Juan Capistrano established standards. This
includes, but is not limited to, the prevention of accumulation of any refuse
or waste materials which might constitute a fire hazard or a public or private
nuisance.
iii. LICENSEE shall carry out the development and construction of the trail
extension, Trail Resting Area, and fencing work in conformity with all
applicable federal and state labor laws (including, without limitation, if
applicable, the requirement under California law to pay prevailing wages).
LICENSEE shall be solely responsible for determining and effectuating
compliance with all applicable public works requirements, prevailing wage
laws, and federal and state labor laws, and LICENSOR makes no
representation as to the applicability or non-applicability of any of such laws
to the work or any part thereof. LICENSEE hereby expressly acknowledges
and agrees that the LICENSOR has not previously affirmatively represented
to LICENSEE, in writing or otherwise, that such work is not a "public work,"
as defined in Section 1720 of the Labor Code. LICENSEE hereby agrees
that LICENSEE shall have the obligation to provide any and all disclosures
or identifications required by Labor Code Section 1781, as the same may
be amended from time to time, or any other similar law. LICENSEE shall
indemnify, protect, defend and hold harmless LICENSOR and its respective
officers, employees, contractors and agents, with counsel reasonably
acceptable to LICENSOR, from and against any and all loss, liability,
damage, claim, cost, expense and/or "increased costs" (including
reasonable attorneys fees, court and litigation costs, and fees of expert
witnesses) which, in connection with the work required pursuant to this
Agreement, results or arises in any way from any of the following: (1) the
noncompliance by LICENSEE of any applicable local, state and/or federal
labor law (including, without limitation, if applicable, the requirement to pay
State prevailing wages); (2) the implementation of Section 1781 of the
Labor Code, as the same may be amended from time to time, or any other
similar law; and/or (3) failure by LICENSEE to provide any required
disclosure or identification as required by Labor Code Section 1781, as the
same may be amended from time to time, or any other similar law. It is
agreed by the parties that, in connection with the work required pursuant to
this Agreement, LICENSEE shall bear all risks of payment or non-payment
of prevailing wages under California law and/or the implementation of Labor
Code Section 1781, as the same may be amended from time to time,
and/or any other similar law. "Increased costs," as used in this section, shall
have the meaning ascribed to it in Labor Code Section 1781, as the same
may be amended from time to time. The foregoing indemnity shall survive
termination of this Agreement and shall continue after completion of the
Page 4 of 10
732749.1
construction of the trail extension, Trail Resting Area, and fencing by
LICENSEE.
(f) Liens. LICENSEE will fully and promptly pay for all materials joined or affixed to
the Premises and/or APN 125-172-07 under the authority or direction of
LICENSEE, and fully and promptly pay all persons who perform labor upon said
property. Licensee shall not suffer or permit to be filed or enforced against the
Premises and/or APN 125-172-07, or any part thereof, any mechanics',
materialmen's, contractors', or subcontractors' liens or stop notices arising from, or
any claim for damage growing out of, any testing, investigation, maintenance or
construction work, or out of any other claim or demand of any kind. LICENSEE
shall pay or cause to be paid all such liens, claims or demands, including sums
due with respect to stop notices, together with attorney's fees incurred by
LICENSOR with respect thereto, within ten (10) business days after notice thereof
and shall indemnify, hold harmless and defend LICENSOR from all obligations and
claims made against LICENSOR for the above described work, including
attorney's fees. LICENSEE shall furnish evidence of payment upon request of
LICENSOR. LICENSEE may contest any lien, claim or demand by furnishing a
statutory lien bond or equivalent with respect to stop notices to LICENSOR in
compliance with applicable California law. If LICENSEE does not discharge any
mechanic's liens or stop notice for works performed for Licensee, LICENSOR shall
have the right to discharge same (including by paying the claimant), and
LICENSEE shall reimburse LICENSOR for the cost of such discharge within ten
(10) business days after billing. The provisions of this subsection shall survive the
termination of this Agreement.
Section 4. No Assignments.
LICENSEE may not assign, sublet or otherwise transfer its interest under this
Agreement without the prior written consent of the LICENSOR. Any attempted
assignment, sublet or transfer made in violation of this provision shall be null and
void.
Section 5. Water Power and Utilities.
LICENSEE will be solely responsible for providing all water, electricity and other
necessary utilities for the use and operation of the Premises. LICENSEE may
use non-potable water from their own wells on the adjacent parcel, APNs 664-04-
107, 664-04-108, 664-04-109, and 664-04-110, as allowed by its owned water
rights.
Page 5 of 10
732749.1
Section 6. Time of the Essence.
Time is of the essence of each and every provision, covenant, and condition
herein contained and on the part of LICENSEE to be done and performed.
Section 7. Site Modifications.
Any modifications to the Premises, other than those specifically provided for in this
Agreement will require prior approval of the San Juan Capistrano City Council.
Additionally, any site modifications approved in concept by the City Council will be
subject to all applicable City of San Juan Capistrano design guidelines and
permitting processes.
Section 8. Default.
(a) If LICENSEE defaults in the payment of the license fee, or any additional
applicable license payments, or defaults in the performance of any of the other
covenants or conditions hereof, LICENSOR may give LICENSEE written notice of
such default and if LICENSEE does not cure any such default within thirty (30)
days, or such other time period as specified in the notice of default, after the giving
of such notice, then LICENSOR may immediately terminate this License. The
notice shall specify in reasonable detail the nature and extent of the default. If the
nature of LICENSEE's obligation is such that more than thirty (30) days are
required for performance, then LICENSEE shall not be deemed to be in default if it
shall commence such performance within such thirty (30) day period and
thereafter diligently prosecute the same to completion. If LICENSOR terminates
the License pursuant to this Section, then, on the date specified in the notice of
termination, the term of this License shall terminate, and LICENSEE shall then quit
and surrender the Premises to LICENSOR, but LICENSEE shall remain liable as
hereinafter provided. If this license shall have been so terminated by LICENSOR,
LICENSOR may at any time thereafter resume possession of the Premises by any
lawful means and remove LICENSEE or other occupants and their effects.
(b) If LICENSEE breaches any covenant or condition of this license, LICENSOR may,
on reasonable notice to LICENSEE (except that no notice need be given in case of
emergency), cure such breach at the expense of LICENSEE. The reasonable
amount of all expenses, including attorney's fees, incurred by LICENSOR in so
doing shall be deemed additional fees payable on demand.
Section 9. Termination Due to Bankruptcy or Insolvenc .
In the event proceedings in bankruptcy are commenced by LICENSEE, or
LICENSEE is found to be in a state of insolvency, then in such event, LICENSOR
shall have the right to terminate this Agreement and all further rights and
obligations thereunder, by ten (10) days' notice in writing to LICENSEE, in which
event, on the expiration of the ten (10) days from mailing of the notice, this License
shall automatically terminate.
Page 6 of 10
732749.1
Section 10. E-Verify.
If Licensee is not already enrolled in the U.S. Department of Homeland Security's
E-Verify program, Licensee shall enroll in the E-Verify program within thirty (30)
days of the effective date of this Agreement to verify the employment authorization
of new employees assigned to perform work hereunder. Licensee shall verify
employment authorization within three days of hiring a new employee to perform
work under this Agreement. Information pertaining to the E-Verify program can be
found at h#tp://www.uscis.gov, or access the registration page at https://www.vis-
dhs.com/employerregistration. Licensee shall certify its registration with E-Verify
and provide its registration number within thirty (30) days of the effective date of
this Agreement. Failure to provide certification will result in withholding payment
until full compliance is demonstrated.
Section 11. Notices.
Any notice required to be given under this Agreement shall be in writing and shall
be deemed to have been duly given and received if and when personally served,
or forty-eight (48) hours after being deposited in the United States mail, first class,
postage prepaid, addressed to the intended party at:
LICENSOR:
City of San Juan Capistrano
City Manager
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
LICENSEE:
Sheri L. Grady-Merkle, President and General Manager
The Oaks Farms ("The Oaks")
31000 Avenida Siega
San Juan Capistrano, CA 92675
Section 12. Attorneys' Fees.
In the event any legal action or proceeding is commenced to interpret or enforce
the terms of, or obligations arising out of this Agreement, or to recover damages
for the breach thereof, the party prevailing in any such action or proceeding shall
be entitled to recover from the non-prevailing party all reasonable attorney's fees,
costs and expenses incurred by the prevailing party.
Page 7 of 10
732749.1
Section 13. Surrender of Premises.
LICENSEE shall, at the termination of this License, vacate the Premises in as
good condition as they are in at the time of entry thereon by LICENSEE. Upon
vacating, LICENSEE shall leave Premises free and clear of all rubbish and debris.
Section 14. Insurance.
LICENSEE shall Licensee shall maintain at all times during the term of this
Agreement comprehensive general liability and property damage insurance in the
amount of not less than Two Million Dollars ($2,000,000) combined single limit.
Said policy(ies) shall name LICENSOR, its officials, officers, employees, and
agents as additional insured by endorsement to the policy and shall be in a form
satisfactory to LICENSOR. LICENSEE will furnish LICENSOR with proof of
insurance issued by an insurer approved by LICENSOR showing the coverage to
be in force. LICENSEE's insurance coverage shall be primary coverage.
LICENSOR and LICENSEE each waive the rights of subrogation that may arise
against the other because of any act covered by insurance. The policy shall
provide that modification or cancellation of the policy shall not occur without thirty
(30) days advance written notice provided by the insurer to LICENSOR. Other
terms and conditions, including cancellation provisions and endorsement forms,
shall be reviewed and approved by the Office of the City Attorney.
Section 15. Indemnity.
Each party shall indemnify and save harmless the other, its successors and
assigns together with its officials, officers, directors, employees, agents and those
for whom it is in law responsible, from and against any and all liabilities, damages,
causes of action, claims, suits, proceedings, judgments, costs, expenses,
including legal costs and attorney's fees, for death or injury to persons or damage
to property or the Premises, which each party may incur or suffer or be put to by
reason of or in connection with or arising from the other party's use of the
Premises, any breach, violation or nonperformance by the other of any obligation
contained in this Agreement to be observed or performed by the respective party,
or any wrongful act or negligence of the respective party or its agents or
employees which relates to this Agreement, howsoever arising. Each party
acknowledges and agrees that the foregoing mutual indemnity obligation shall
survive any termination of this Agreement.
Section 16. Taxes.
Pursuant to Revenue & Taxation Code §107.7, the property interest created herein
may be subject to property taxation and LICENSEE may be subject to property
taxes levied on such interest. In no event shall LICENSOR be liable for any taxes
owed as a result of this License or LICENSEE's use of the Premises.
Page 8 of 10
732749.1
Section 17. No Relocation Benefits.
This Agreement is not intended to convey a property interest but to permit
LICENSEE.to use the Premises as provided for herein. LICENSEE acknowledges
the rights granted by State and/or Federal Relocation Assistance Laws and
regulations and, notwithstanding any other provision of this Agreement, expressly
waives all such past, present and future rights, if any, to which LICENSEE might
otherwise be entitled from LICENSOR with regard to this License Agreement and
the business operated on the Premises. LICENSEE shall not be entitled to
relocation assistance, relocation benefits, or compensation for loss of goodwill
upon the termination of this Agreement.
Section 18. Entire Agreement.
The terms in this Agreement constitutes the entire understanding and agreement
between the Parties and supersedes all previous negotiations between them
pertaining to the subject matter thereof.
Section 19. Termination of Past Leases Licenses and Agreements.
This License and the terms and conditions hereof supersede and shall terminate
the Oaks Paddock Lease and any other leases, licenses, agreements or
understandings pertaining to the subject matter hereof.
[SIGNATURE PAGE FOLLOWS]
Page 9 of 10
732749.1
IN WITNESS WHEREOF, LICENSOR and LICENSEE have caused this License
Agreement to be executed on the date and year first written above.
LICENSEE:
THE OAKS, INC., a Delaware
corporation, doing business in
California as The Oaks Farms
By:
Sheri L. Grady-Merkle,
President/General Manager
LICENSOR:
CITY OF SAN JUAN CAPISTRANO,
A California municipal corporation
By:
Lon Uso, Mayor
ATTEST:
Maria Morris, City Clerk
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
Page 10 of 10
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