12-1204_TEDDIMAN, WENDY AND DYSINGER, SUSAN_License AgreementLICENSE AGREEMENT
This License Agreement ("Agreement") is made this 4 day of December, 2012, by
and between the City of San Juan Capistrano, a municipal corporation, ("LICENSOR"),
and Wendy Teddiman and Susan Dysinger ("LICENSEE").
RECITALS
WHEREAS, LICENSOR is the owner of 23.8 acres of open space land (APN 121-
070-66) in the City of San Juan Capistrano, California, generally located at the terminus
of Oso Road, west of Camino Capistrano; this property was acquired to be maintained as
open-space within the City; and
WHEREAS, LICENSEE desires to conduct equestrian pasture operations on a
portion of the 23.8 acres of the property; and
WHEREAS, LICENSEE has equestrian pasture expertise and experience and
desires to manage the maintenance and operations of all equestrian activities on the
property.
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 manage,
maintain, and operate an equestrian pasture operation on the property, as
depicted on the site plan attached hereto as Exhibit "A" and incorporated herein by
reference (hereinafter referred to as the "Premises"). LICENSEE shall provide the
expertise, supervision and management over the equestrian activities, and
LICENSEE shall own and/or be responsible for the two equines as identified in
Exhibit "B" stabled at the Premises. The Premises shall not be used for any other
purpose.
(b) Term. The term of this Agreement with regard to the Premises, shall be for a
period of one year, commencing upon the date first above written, unless sooner
terminated.
Section 2. License Fee.
(a) LICENSOR shall receive from LICENSEE a license fee of one hundred dollars
($100) monthly, to be paid on a monthly basis, based on a twelve month calendar
year.
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Section 3. Nature of Uses Permitted Under the License and Maintenance of Premises.
(a) Operation of Equestrian Pasture Operation. LICENSEE shall be responsible for
the supervision and management of every aspect of running an equestrian pasture
operation on the Premises for the two horses as described in Exhibit B.
LICENSEE shall 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's 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) 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 equestrian pasture operations 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.
(c) Maintenance of Premises. LICENSEE may use the existing structures on the
Premises for LICENSEE'S use in equestrian pasture 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.
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.
Water is available to the LICENSEE at the Premises. LICENSEE is required to
pay for water at the current standard rate for water and any costs required in
keeping the water system operational. LICENSEE is required to remain current in
payment of water billings.
Section 6. Utilities.
Subject to Section 5 above, LICENSEE is fully and solely responsible for providing
any utility service required for LICENSEE'S use of the Premises.
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Section 7. 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.
Sections. 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 notice of
such default and if LICENSEE does not cure any such default within three (3)
days, or such other time period as specified in the notice of default, after the
giving of such notice, then LICENSOR may terminate this license on not less
than ten (10) days' notice to LICENSEE. On the date specified in such notice
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) In addition, 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 Insolvencv.
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.
Section 10. Termination for Convenience.
This Agreement may be terminated for any reasons by the LICENSOR following
thirty (30) days written notice. LICENSOR incurs no liability whatsoever for
termination of this Agreement at any time.
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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
LICENSEES:
Wendy Teddiman
31103 Rancho Viejo Rd. #2315
San Juan Capistrano, CA 92675
And
Susan Dysinger
1356 Dunning Dr.
Laguna Beach, CA 92651
Section 12. Attorneys' Fees.
If either party commences action against the other party arising out of or in
connection with this License, the prevailing party shall be entitled to have and
recover from the other party reasonable attorney's fees and costs of suit.
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 pay for and maintain insurance throughout the life of this License
with general liability coverage of five hundred thousand Dollars ($500,000)
minimum coverage per occurrence, and fire and all risk property damage
insurance, insuring all of LICENSEE'S equipment and trade fixtures located on the
Premises for full replacement cost. Said policy shall name LICENSOR 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
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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.
Section 15. Indemnity.
LICENSEE shall defend, indemnify, and hold harmless LICENSOR, and their
respective elected officials, officers, employees, and agents, from and against any
and all actions, claims, demands, losses, costs, expenses, including legal costs
and attorney's fees, for death or injury to persons or damage to property or the
Premises, or for the pollution thereof and cleanup costs, arising out of or related to
LICENSEE'S use of the Premises, except to the extent of such loss as may be
caused by LICENSOR'S own negligence, including that of their respective officials,
officers, employees and agents.
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.
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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, LICENSOR and LICENSEE have caused this License
Agreement to be executed on the date and year first written above.
LICENSEES:
Susan DysingeiC/ U Wendy Teddiman
LICENSOR:
CITY OF SAN JUAN CAPISTRANO,
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# APN 121-070-66 #
LICENSED HORSE PASTURE AREA
Horse Pasture Area