14-1124_OTRA, INC._License AgreementLICENSE AGREEMENT
This License Agreement ("Agreement") is made this 3rd day of December, 2014,
y and between the City of San Juan Capistrano, a municipal corporation ("LICENSOR"
or "City"), and OTRA, Inc., a California corporation ("LICENSEE").
RECITALS
WHEREAS, LICENSOR is the owner of open space land, APN# 666-232-08 in the
City of San Juan Capistrano, California, generally located at the most westerly end of
Cook Park/La Novia, south of the intersection of Calle Arroyo and Rancho Viejo Road;
and
WHEREAS, LICENSEE desires to conduct equestrian stable and pasture
operations on the property; and
WHEREAS, LICENSEE has equestrian stable and pasture expertise and
experience and desires to manage the maintenance and operations of all equestrian
activities on the property for the benefit of the citizens of San Juan Capistrano and in
furtherance of City sponsored programs.
LICENSE
NOW, THEREFORE, LICENSOR and LICENSEE do hereby mutually agree as
follows:
Section 1. Grant of LicenselTerm.
(a) Grant of License. LICENSOR hereby grants to LICENSEE a License to manage,
maintain, and operate an equestrian stable and pasture operation on the property,
as depicted on the site map 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 all equines stabled at the
Premises. The Premises shall not be used for any other purpose. LICENSOR
and LICENSEE hereby agree and acknowledge that LICENSEE is not a tenant,
and has no possessor interest in the Premises, and has only those express rights
to use the Premises as set forth herein.
(b) Term. The term of this Agreement with regard to the Premises, shall be for a
period of five (5) years, commencing upon the date first above written, unless
sooner terminated.
Page 1 of 1
Section 2. Annual License Fee.
In consideration of the License of the Premises to LICENSEE, LICENSEE agrees
to utilize the Premises for the purpose of conducting City sponsored equestrian programs
and to provide equestrian facilities for the benefit of the citizens of San Juan Capistrano.
LICENSEE shall remit to LICENSOR and the LICENSEE agrees to pay LICENSOR the
fee amounts depicted below for the use of the property as authorized by this Agreement.
Amount. Beginning December 3, 2014, Lessee shall pay a rate of $250 per month on or
before the tenth (10") day of each month, plus twenty five (25%) of all revenues for City
sponsored programs.
As additional consideration for the License of the Premises to LICENSEE, LICENSEE
shall maintain the Premises as provided in this License.
Section 3. Nature of Uses Permitted Under the License and Maintenance of Premises.
(a) Operation of Equestrian Stable. LICENSEE shall be responsible for the
supervision and management of every aspect of running an equestrian stable and
pasture operation on the Premises. 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 Laving jurisdiction over LICENSEE's use of the Premises.
(i) LICENSEE shall prepare and file with the City's Emergency Services
Coordinator an Emergency Evacuation Plan for the protection and safety of
persons and animals on the Premises in the event of a multi -hazard
emergency (to include, but not limited to, flood, fire, and hazardous material
incidents).
(ii) LICENSEE shall conduct its operations in such a manner as to not
disturb surrounding residents and/or activities. Accordingly, all group
activities on said Premises shall begin no sooner than 7:30 A.M. and
terminate no later than 10:00 P.M.; all activities using loudspeaker systems
or generating unusual amounts of noise shall terminate no later than
sundown.
(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 stable 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
representatives of LICENSOR may enter upon the Premises and all structures and
buildings thereon, or any portion thereof, at any time, for any purpose and from
time to time.
Page 2 of 2
(c) Maintenance of Premises. LICENSEE may use the existing structures on the
Premises for LICENSEE's use in equestrian stable and 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 good working order, including but not limited to,
corrugated roofing over stalls, and signage and landscaping located at the
entrance of the Premises.
(i) LICENSEE shall not allow the storage of vehicles and equipment on the
Premises, which are not directly related to the use of the stables. Vehicles
stored shall not leak any hazardous materials, including, but not limited to,
petroleum products such as oil and gasoline.
(ii) LICENSEE, tenants, subtenants, agents, employees, and contractors
shall conduct operations under this License as to assure that pollutants (as
defined in the City's Water Quality Ordinance, Title S, Chapter 14 of the
Municipal Code) do not enter municipal storm drain systems. Such systems
are comprised of, but are not limited to, curbs and gutters that are part of
the street or alley -ways ("Stormwater Drainage System"), and to ensure that
pollutants do not directly impact "Receiving Waters" (as used herein,
Receiving Waters include, but are not limited to, rivers, creeks, streams,
estuaries, lakes, harbors, bays, and oceans).
To assure compliance with the Stormwater Permit and Water Quality
Ordinance, the City developed a Local Implementation Plan (LIP) that
contains Best Management Practices (BMPs) that parties using properties
within the City must adhere to. As used herein, a BMP is defined as a
technique, measure, or structural control that is used for a given set of
conditions to manage the quantity and improve the quality of stormwater
runoff in a cost effective manner. These BMPs are found on the City's
website under San Juan Capistrano Stormwater BMPs and contain
pollution prevention and source control techniques to eliminate non-
stormwater discharges and minimize the impact of pollutants on stormwater
runoff.
LICENSEE may propose alternative BMPs that meet or exceed the
pollution prevention performance of the BMP Fact Sheets. Any such
alternative BMPs shall be submitted to the City's NPDES Coordinator who
will act as the City's representative for review and approval prior to
implementation.
(d) Right of Entry. LICENSOR's representative may enter the Premises and/or
review LICENSEE's records at any time to assure that activities conducted on the
Premises comply with the requirements of this License.
Page 3 of 3
Section 4. No Assianments.
LICENSEE may not assign, sublet or otherwise transfer its interest under this
Agreement without the prior written consent of the LICENSOR, which may be withheld in
the LICENSOR's sole and absolute discretion. Any attempted assignment, sublet or
transfer made in violation of this provision shall be null and void, and shall automatically
terminate this License as of the time of the putative transfer.
Section 5. Stable Improvements.
LICENSEE shall submit for approval by LICENSOR all plans for new stable
construction and improvements prior to implementation and shall also apply for any
required permits. At the termination of this License, LICENSEE shall remove all stable
improvements installed by LICENSEE from the Premises within thirty (30) days.
LICENSOR and LICENSEE may agree in writing on those improvements that shall
remain and become the property of LICENSOR. LICENSEE understands and agrees
LICENSOR shall have no financial obligation to LICENSEE for improvements installed by
LICENSEE unless the LICENSOR agrees, in writing, to purchase such improvements. All
improvements on the Premises funded by the LICENSOR are currently and will remain
property of the LICENSOR at the termination of this License.
Section 6. Water.
Water is available to the LICENSEE at the Premises. LICENSEE is required to
pay for water at the current commercial rate for water and shall pay any costs required to
keep the water system operational.
Section 7. Utilities.
Subject to Section 6 above, LICENSEE is fully and solely responsible for providing
any utility service required for LICENSEE's use of the Premises.
Section 8. 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 9. 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, but
LICENSEE shall remain liable as herein provided. If this License shall have
been so terminated by LICENSOR„ LICENSOR may at any time thereafter
remove LICENSEE's 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 10. Termination Due to Bankruptcy or Insolvency.
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 11. 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 pursuant to this provision, and LICENSEE shall not be
entitled to any compensation, credit, or other adjustment of any kind.
Section 12, 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:
I IC'FNSC)R-
City of San Juan Capistrano
City Manager
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
LICENSEE:
OTRA, Inc.
c/o Ortega Equestrian Center
Attention: Katherine Holman
27252 Calle Arroyo
San Juan Capistrano, CA 92675
Page 5 of 5
Section 13. 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 14. Vacation of Premises.
LICENSEE shall, at the termination of this License, vacate the Premises. Licensor
shall leave the Premises in at least as good condition as they are in at the time of entry
thereon by LICENSEE, and taking into account all maintenance required during the term
of the License. LICENSEE shall leave Premises free and clear of all rubbish, debris and
personal property, and shall remove all items and materials as directed by LICENSOR.
Section 15. Insurance.
LICENSEE shall pay for and maintain insurance throughout the life of this License
with general liability coverage of one million Dollars ($1,000,000) 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 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 16. Indemnity.
LICENSEE shall defend, indemnify, and hold harmless LICENSOR, and its
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 its respective officials, officers, employees and agents.
Section 17. 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 6 of 6
Section 18. No Tenancy Created; 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 19, Entire Agreement.
The terms in this Aareement constitutes the entire understanding and agreement
between the Parties and supersedes all previous negotiations between them pertaining to
the subject matter thereof.
Page 7 of 7
IN WITNESS WHEREOF, LICENSOR and LICENSEE have caused this License
Agreement to be executed on the date and year first written above.
LICENSOR: LICENSEE:
CITY OF SAN JUAN CAPISTRANO, OTRA, Inc.,
a California municipal corporation a California corporation
Sam Ailevato, Mayor� "'- atFierine Holman, President
ATTEST:
,ri�,Morris, 'ity �)erk
APPROVED AS TO FORM -
Hans Van Ggten,
ORM:
HansVanGgten, City Attorney
Page 8 of 9
LOIBAIMAI
Premises Site Map
Page 9 of 9
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32400 PAS ADF LANTO
SAN JUAN CAS ISTRANO, CA 92675
(949) 493.1171
(949) 493.1053 FAx
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TO:
OTRA, Inc.
c/o Ortega Equestrian Center
Attention: Katherine Holman
27252 Calle Arroyo
San Juan Capistrano, CA 92675
DATE: November 24, 2014
FROM: Manny Ruelas, Administrative Specialist (949) 443-6308
RE: License Agreement -- Use of open space land (APN: 666-232-08) for equestrian stable
and pasture operations.
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreements. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Executive
Services Manager at (949) 443-6317.
Enclosed is an original agreement for your records.
Cc: Cathy Salcedo, Executive Services Manager
FrIMt ,d er; 100"!:- FOc,Yde'd G, WPC
3
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
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ROY L. BYRNES, M,D.
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LARRYKRAMER
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DEREK REEVE
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JOHN TAYLOR
FROM: Manny Ruelas, Administrative Specialist (949) 443-6308
RE: License Agreement -- Use of open space land (APN: 666-232-08) for equestrian stable
and pasture operations.
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreements. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Executive
Services Manager at (949) 443-6317.
Enclosed is an original agreement for your records.
Cc: Cathy Salcedo, Executive Services Manager
FrIMt ,d er; 100"!:- FOc,Yde'd G, WPC