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14-0603_JUANENO BAND OF MISSION INDIANS_License AgreementLICENSE AGREEMENT This License Agreement ("License") is made this 3`d day of June 2014 ("Effective Date"), by and between the City of San Juan Capistrano ("City"), and the Juanerio Band of Mission Indians, a non-profit corporation ("Licensee"). RECITALS: WHEREAS, Licensee desires to utilize, for Tribal Headquarters purposes, a portion of the Lacouague Building, Room 3, of the Old Fire Station Complex, located at 31411 La Matanza Street; 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 Lacouague Building, Room 3, for Tribal Headquarters purposes only. The portion of the Lacouague Building, Room 3, 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 Lacouague Building, is referred to herein as the "Site." Under this License, Licensee has the right and sole discretion to supervise, manage and serve 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 - 1 - 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 four (4) years from the Effective Date. The License may be renewed, 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. 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. SECTION 6. PAYMENT Licensee shall pay to the City a monthly fee in the amount of nine hundred and ninety-two dollars ($992.00) from the Effective Date through June 30, 2016. Beginning July 1, 2016 through the end of the term (including any holdover period), the monthly fee shall be increased based on the Consumer Price Index (CPI), not to exceed 2% of prior monthly fee ($992.00) for the remainder of the License. Licensee shall agree to make payment payable to the City on or before the first day of each month. The check shall be made payable to the City of San Juan Capistrano. The monthly payment shall be submitted directly to the Community Services Department, located at the Community Center, 25925 Camino del Avion, San Juan Capistrano, CA 92675. Monthly payments are deemed late if not received within ten (10) calendar days thereafter. 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 -2- 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. (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 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. -3- V 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: $500,000 property damage; $500,000 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, -4- 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 9:00 a.m. to 5:00 p.m., Monday through Friday. 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. -5- 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 Old Fire Station Recreation Complex. 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. 1. Attendees may park in the Old Fire Station Complex parking lot per availability and the public parking lot on the corner of EI Horno Street and EI Camino Real. 2. All parking must be done in a legal manner (i.e. no double parking). 3. No attendee parking is permitted along either side of the streets of EI Horno and La Matanza. That area is to remain available for the residents and their guests to park. Licensee shall be responsible for ensuring that attendees park in the permitted areas in a legal manner. (g) Restrooms shall be kept locked when not in use. Licensee shall ensure restrooms are locked after each use and at the close of business daily, as well as after special use at times other than during the regular business day. (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. EM [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the parties have executed this License on the day and year first above written. CITY OF SAN JUAN CAPISTRANO If do =54"FUM -. JUANENO BAND OF MISSION INDIANS B eresa Rom ro, Chairperson ATTE flu Man rri , City C erk I OV D S TO FORM: Van Ligten, City Attorney Attached Exhibits: A. Site Diagram B. Allowable Uses Exhibit A Site Diagram Lacouague Building: 31411 La Matanza Street Room #1 (Lounge) 780 sq. fL .. Room #2 Meeting Room (Nub itlon Room) 865 sq. it. Kitchen R O RewpUon Office PIWV E 340 eq. R411 _ Exhibit B Allowable Uses for Lacouague Building, Room 3 • Administrative office hours to the Tribal office shall be 9:00 a.m. to 5:00 p.m., Monday through Friday. Weekend and evening usage will be minimal, with an attendance of 10 people or less on those various weekend usages. Exception: Tribal General Council meetings. • Tribal General Council meetings are held on the third Saturday of each month from 1:00 p.m. to 4:00 p.m. See Section 10(f) regarding parking restrictions. The use of the License Area will be for the Tribal Council officers (5) usually meeting on Thursday evenings until 10:00 p.m. • Tribal committee meetings are held on various days throughout each month, usually during business hours. These committees have an attendance of 10 or less. • The License Area will be arranged in such a way as to permit open areas for meetings, classes, and projects. • Licensee shall confine use of the Site to indoor usage of the License Area, only. Picnicking or gathering on the lawn area located at the corner of EI Horno and La Matanza Streets is not permitted. • Licensee shall not store items in any City refrigerator. • Licensee shall have access to the common area for use of the restrooms only. Licensee may not utilize the Site for any other uses than those specifically established in this License. - 11 -