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HomeMy WebLinkAboutItem No. 14 - Temporary License to Use a Portion of Parking Lot at Alberhill Ranch Community P14)Temporary License to Use a Portion of Parking Lot at Alberhill Ranch Community Park for Charter School Site Pending Completion of a Permanent School Site on Riverside Drive 1.Find that the proposed temporary use project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15311 (Accessory Structures); and 2.Approve the temporary use of a portion of the parking lot at Alberhill Ranch Community Park for modular classrooms for a charter school facility and authorize the City Manager to execute the Right of Entry Agreement and License and to address any other ancillary matters as may be necessary to allow for and facilitate the use thereof, in such final form as approved by the City Attorney. Page 1 of 2 REPORT TO CITY COUNCIL To:Honorable Mayor and Members of the City Council From:Jason Simpson, City Manager Prepared by:Gina Gonzalez, Director of Economic Development and Legislative Affairs David Mann, Acting City Attorney Date:July 22, 2025 Subject:Temporary License to Use a Portion of Parking Lot at Alberhill Ranch Community Park for Charter School Site Pending Completion of a Permanent School Site on Riverside Drive Recommendation 1. Find that the proposed temporary use project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15311 (Accessory Structures); and 2. Approve the temporary use of a portion of the parking lot at Alberhill Ranch Community Park for modular classrooms for a charter school facility and authorize the City Manager to execute the Right of Entry Agreement and License and to address any other ancillary matters as may be necessary to allow for and facilitate the use thereof, in such final form as approved by the City Attorney. Background Vista Charter Public Schools has requested that the City grant a temporary right to use a portion of the parking lot at Alberhill Ranch Community Park until their permanent facility is constructed in the City. Vista Charter is in escrow to purchase property at Riverside Drive and Joy Street (APN 379-160-004) for a permanent facility. The transaction for a permanent site is contingent on Vista Charter obtaining all necessary governmental approvals by March 20, 2026. Discussion The proposed temporary use area is depicted in Exhibit B (Site Plan) to the attached Right of Entry Agreement and License and would include up to eight temporary modular classrooms to accommodate up to 170 students and 24 full-time staff. Vista Charter Temporary License Page 2 of 2 In year one, Vista Charter proposes to operate a kindergarten to 9th grade education program (K- 5: 70 students, 6-9: 100 students) and then expanding their offerings annually by one grade per year (year two adding 10th grade, year three adding 11th grade, etc., and the possibility of expanding to include transitional kindergarten). Important for the community, Vista Charter proposes to operate both a traditional school and a trade school at its future home. Additionally, there are no other charter schools within the City’s boundaries. City staff has confirmed that the Riverside County Board of Education has approved Vista Charter to operate in the City. The temporary use will be for three years with an option to extend one additional year if construction is unexpectedly delayed. Based on considerable consultation with City staff and representatives of Vista Charter, staff have concluded that this temporary use will not unreasonably interfere with the public's use and enjoyment of the park. The Right of Entry Agreement and License provides for a reasonable use fee, which will offset staff costs and any other related expenses resulting from additional use of the park. Additionally, upon termination, the parking area used by the modular units will be restored to its original condition. In addition to the requirement that the license be approved by the City Council this evening, the school facility plan is subject to design review approval by the Planning Commission. The Planning Commission will hear that matter on August 5, 2025. The license to use the parking lot is necessarily contingent upon the Planning Commission’s approval, which approval remains within the discretion of the Commissioners. Environmental Determination The proposed temporary use is exempt from the California Environmental Quality Act (Cal. Publ. Res. Code §§21000 et seq.: “CEQA”) and the State CEQA Guidelines (14. Cal. Code Regs §§15000 et seq.), specifically pursuant to Section 15311 (Class 11 – Accessory Structures) because the use consists of the placement of temporary modular structures appurtenant to a publicly owned park and Vista Charter is a public charter school available for enrollment for children throughout the community. Fiscal Impact None. The use fee is anticipated to adequately cover any costs incurred by the City as a result of the temporary use and the use area will be restored to its original condition at the conclusion of the use period. Attachments Attachment 1 – Right of Entry Agreement and License Economic Development 1 3 9 2 6 6 RIGHT OF ENTRY AGREEMENT AND LICENSE (ALBERHILL RANCH COMMUNITY PARK) THIS RIGHT OF ENTRY AGREEMENT AND LICENSE (ALBERHILL RANCH COMMUNITY PARK) (“License”) is entered into as of July 22, 2025 (“Effective Date”) by and between the CITY OF LAKE ELSINORE, a municipal corporation (“City”), and VISTA CHARTER PUBLIC SCHOOL, a California non-profit corporation, public benefit (“Licensee”). RECITALS A. City desires to encourage and promote educational readiness and options, and career, trade school and college-preparatory development in Lake Elsinore by supporting local educational institutions that cater to Lake Elsinore residents. B. Licensee proposes to operate an education facility program, from transitional kindergarten to twelfth grade (TK-12) and was approved by Riverside County Board of Education to operate in the City of Lake Elsinore. Additionally, the licensee is in escrow for the purchase of real property in Lake Elsinore for their permanent site for their education facility program. C. City is the owner of Alberhill Ranch Community Park, hereinafter referred to as the “Alberhill Park,” identified as APN 389-02-0056 and depicted on Exhibit A. D. Within Alberhill Park, there is an area known as the City Parking Lot Parcel (“Licensed Area”), depicted in Exhibit B, in which Licensee desires to obtain from the City a License to use (Licensed Area) for educational purposes associated with the operation of Vista Charter Public School (“the Project”). E. The parties have determined that a definitive agreement is needed to guide the harmonious use of the Licensed Area for the Permitted Uses and Activities set forth herein. F. City finds that the uses of the Licensed Area as provided herein do not interfere with, but rather will contribute to the convenience of the general public in the use and enjoyment of, and the enhancement of recreational experiences available within the City and that the Permitted Uses and Activities (as defined in Section 4.a) are compatible with the general recreational plans for Lake Elsinore. NOW THEREFORE, based on the foregoing and the promises, covenants and undertakings contained in this License, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Licensee agree as follows: 1. Term. a. License Term. This License shall be effective on the Effective Date through June 30, 2028 (“License Term”). Except as otherwise specifically stated in this License Agreement, references to the “License Term” shall include any Extension Term as provided in Section 1.b. b. Option to Extend. Licensee shall have one (1) options to extend the License Term for a period of one (1) year, an “Extension Term”), provided that at the time of such election and at the expiration of such existing term Licensee is not then in an uncured default under any of the terms or provisions of the License Agreement. Licensee shall exercise the option by giving written notice of Licensee’s intent to exercise its option to City at least ninety (90) days prior to the expiration of the License Term. 2 3 9 2 6 6 2. Fees and Adjustments. a. License Fee. Licensee shall pay a monthly license fee of license fee to the City in the amount of $4,000 (the “License Fee”), provided, however, that such License Fee shall be subject to adjustment as provided in Section 2.b. The License Fee shall be due and payable no later than the first day of each year during the License Term. The first License Fee payment shall be delivered no later than three (3) days following the Effective Date. All subsequent License Fees to be paid by Licensee to City shall be paid in advance on the first day of each year. License Fee payments shall be made payable to the City of Lake Elsinore and delivered to: City of Lake Elsinore c/o Department of Administrative Services 130 South Main Street Lake Elsinore, CA 92530 b. Adjustment of License Fee. The License Fee set forth in Section 2.a shall be adjusted on the first (1st) anniversary of the Effective Date (that is, the beginning of License Year 2 of the License Term) (the “Adjustment Date”). The License Fee will be adjusted to increase three percent (3%) annually. c. Security Deposit. Licensee agrees to pay City a “Security Deposit” in the amount of $20,000 due within 10 days of the Effective Date. The Security Deposit shall be held by City without liability for interest and as security for the performance by Licensee of Licensee’s covenants and obligations under this License, including Section 23, and it being expressly understood that the Security Deposit shall not be considered an advance payment of the License Fee or a measure of Licensee’s damages in case of default by Licensee. City may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of License Fee or to satisfy any other covenant or obligation of Licensee hereunder. In addition to the foregoing, the City is hereby authorized to use the Security Deposit to fully restore the pavement on the Licensed Area following removal of the modular units. 3. License. Provided that all the terms and conditions of this License are fully satisfied, the City hereby grants to Licensee a non-assignable license to conduct the Permitted Uses and Activities upon the Licensed Area (Exhibit B). The Permitted Uses and Activities shall only be conducted from the Licensed Area described herein. The Licensee shall operate the Permitted Uses and Activities in accordance with all applicable laws, ordinances, resolutions, policies and rules governing the use of Lake Elsinore. Licensee shall not permit any offensive activity to be carried on upon any portion of the Licensed Area. The License is subject to all liens, encumbrances, covenants, conditions, restrictions, rights, rights of way, dedications and other matters of title (whether or not of record) existing on the date of this License. 4.License Conditions. Licensee agrees to comply with the following conditions: a. Permitted Uses and Activities. i. Parking. Licensee is permitted to use the parking area adjacent to the Licensed Area for general vehicle parking for Licensee and its invitees consistent with the Project, including reasonable ingress and egress thereto, Monday through Friday general parking for school uses, modulars, restrooms and temporary utilities only. 3 3 9 2 6 6 ii. Classrooms. The parties agree that Licensee is authorized to take all steps necessary to request and secure the necessary approvals and permits from the City, and to install, eight (8) temporary modular classrooms (“Temporary Modulars”) on the Licensed Area. Licensee shall submit for Design Review with the City’s Community Development Department for approval and permitting of the Temporary Modulars and layout for operations. Licensee seeks to operate Monday through Friday, from 7am to 6pm. iii. Recreation Area. Licensees and its invitees may access the designated “Recreation Area” on Exhibit B when such area is not otherwise in use by general park patrons for organized sports activities. Licensee recognizes and acknowledged that its use of the “Recreation Area” is subordinate to that of authorized sports teams and Licensee and its invitees shall comply with all directives issued by the City’s Director of Community Services regarding such use. iv. Utilities. As part of the permitting, approval and installation of the Temporary Modulars, Licensee will construct any required utility improvements on the Licensed Area. v. Utility Rights of Way and Risers and Conduits. Licensee may access and use rights of way and areas within the Licensed Area, sewers, pipelines, conduits and other transmission devices or facilities for electrical and utility service (telephone, cable, gas, heat, light, heat, data and power) as shown on the Plans and Specifications, including the right to enter upon, above, below or through the Licensed Area or otherwise utilize the Licensed Area for such purpose and to maintain, replace, repair, and enlarge the utility areas, without compensation or abatement, provided the Licensed Area shall be restored as much as reasonably possible to the condition existing prior to entry at the end of the Term; and such rights of way shall not materially and adversely impair Licensee’s use and operation of the Licensed Area. b. Maintenance of Licensed Area. With respect to the use of the Licensed Area, Licensee is subject to the following conditions: i. No building or permanent structure is permitted on the Licensed Area. Licensee is authorized to place temporary shade structures, picnic tables and (8) relocatable temporary modulars complying with Section 4.a.ii may be utilized in addition to temporary storage facilities in compliance with Section 5.a. ii. Licensee shall maintain the Licensed Area free of trash and debris at all times; if City has to clean up debris, graffiti, etc, Licensee will reimburse for the City’s costs at prevailing wage rates, and any others associated costs. iii. No overnight storage, camping, or stay is permitted on the Licensed Area, except as set forth in section 4(a)(ii). iv. Under no circumstances shall Licensee place any obstruction or allow any obstruction to exist within the remaining parking lot, parkway, park, or road segments. 4 3 9 2 6 6 c. Miscellaneous Terms of License. i. Licensee shall provide the City with written verification of insurance in accordance with the requirements set forth in Section 15. Written verification of insurance updates shall be submitted without inquiry, prior to the ending of the existing insurance coverage term. ii. Plans and Specifications. Vista Charter Public School shall have submitted to City of Lake Elsinore Community Development Department and Riverside County Board of Education (if necessary) shall have reviewed and, in its reasonable discretion, approved, approved with conditions, or rejected all “Plans and Specifications” for the Project. The approved Plans and Specifications shall be added to this agreement as an exhibit thereto (Exhibit C). iii. City reserves the right to close the Park and/or parking lot without notice for reasons of potential adverse health or safety situations. Under no circumstances shall City be required to compensate Licensee as a result of such a closure. The City may or may not temporarily relocate operations depending on the conditions of the health or safety concern. iv. Licensee shall have reasonable non-exclusive use of common rights of way, driveways and walkways, and other access ways which are apparent from a visual inspection of Alberhill Park for purposes of accommodating vehicle parking and pedestrian access for the Project. 5. Liens. Licensee shall not suffer or permit to be filed or enforced against Licensed Area any mechanics’, laborers’, materialmen’s, contractors’, subcontractors’ or any other liens arising from any work performed or caused to be performed by the Licensee as a result of the use of the Licensed Area by the Licensee or the public. Licensee shall pay all such liens before any action is brought to enforce the same against Licensed Area. City shall have the right to post and maintain on the Licensed Area such Notices of Non-responsibility as desired by City or as may be provided by law. 6.Suspension of Permitted Uses and Activities. City may, in the exercise of its discretion, suspend operation of the Permitted Uses and Activities on the Licensed Area when the City deems Licensee’s operation of the Permitted Uses and Activities as failing to follow the requirements as set forth in Section 4, in the event that design review approval is not obtained as provided in Section 7, and/or otherwise needlessly endangering the public’s health and safety. 7. Contingency for Design Review; At-Risk. Licensee has submitted to the City an application for design review approval, which approval is a discretionary decision by the City. Licensee hereby acknowledges that, notwithstanding the approval of this License by the City, that such approval in no way limits or otherwise constrains the City’s discretion with respect to the design review application and Licensee’s reliance on such future approval is at the Licensee’s sole risk. Accordingly, should Licensee elect to proceed under this License prior to the design review becoming a final approval, Licensee shall proceed at its own risk, including risk of liability, and with the understanding that City may not approve the design review application. The City will not issue a grading permit, building permit or certificate of occupancy unless the Conditions of Approval are satisfied consistent with City land use, zoning and subdivision regulations, building codes and applicable laws. 5 3 9 2 6 6 8.Inspections. The City hereby reserves the right to enter upon the Licensed Area at any time to inspect, investigate, and survey the Licensed Area, any equipment, and the Permitted Uses and Activities as deemed necessary for administration and enforcement of the terms of this License, or to determine the need for any actions necessary for operation of the Permitted Uses and Activities as provided herein. The City will ensure that it is accompanied by an employee of Licensee if City will have contact with Licensee’s students. 9.Licensee Not An Agent. It is understood that Licensee shall not act as an agent or employee of the City. Licensee has the sole responsibility for ensuring that the activities are conducted in a reasonable and prudent manner. 10. Compliance with Laws. Licensee shall comply with all applicable federal, state and local laws, codes, ordinances and regulations. Licensee shall not have any outstanding charges with any local, state, or federal regulatory agencies. 11. Permits. Licensee represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals which are legally required of Licensee in order to fully operate. Licensee represents and warrants to City that Licensee shall, at its sole cost and expense, keep in effect or obtain at all times during the License Term, any licenses, permits, insurance, utilities, and approvals which are legally required of Licensee. 12. Charter Documentation. Licensee shall be and at all times possesses all necessary consents, permits and approvals required by Applicable Law to operate the School, that it is in good standing under the laws of the State, and its charter is fully operational, complete, and effective in all material respects relative to its operation of the School. 13. School Board Approval. The Board shall have approved the Project and additional actions contemplated herein, and given delegated authority to Licensee or designee(s) for the execution, delivery and consummation of the same. 14. No Interest in Real Property Estate. Licensee understands and agrees that the License granted herein is a license and not a lease; confers only permission to occupy and use the Licensed Area described for prescribed purposes in accordance with the terms and conditions hereinafter specified without granted or reserving to Licensee any interest or estate therein; the expenditure of capital and/or labor in the course of use and occupancy thereunder shall not confer any interest or estate in the in the Licensed Area by virtue of such use, occupancy and/or expenditure of money thereon; and it is the intention of the parties to limit the right of use granted herein to a personal, revocable and assignable privilege of use in the Licensed Area for the License granted herein. 15. Taxes. Licensee acknowledges that this License Agreement may create a possessory interest of Licensee in and to the property of City, a tax-exempt public entity. Such possessory interest may be subject to property taxation. In the event of such taxation, Licensee, not City, shall be responsible for the payment of such taxes. This Section shall constitute disclosure of the possibility of the taxation of Licensee’s interest, as said notice is contemplated by Section 107.6 of the Revenue and Taxation Code of State of California. Notwithstanding the foregoing, no property rights in the Licensed Area, or right of possession thereof, is granted by this License Agreement. 16. Indemnification; Waiver. Licensee agrees to indemnify and hold City and its employees, officers, directors, agents and contractors (collectively, “City’s Representatives”) harmless, and to defend City and the City’s Representatives with counsel reasonably satisfactory to City, from and against any and all liabilities, losses, actions, damages, obligations, judgments, 6 3 9 2 6 6 costs and expenses (including, without limitation, attorneys’ fees) (collectively, “Liabilities”) which City or any of the City’s Representatives may incur or suffer arising out of or in any manner connected with (i) negligence or misconduct in the use of Licensed Area by Licensee or its invitees (ii) the breach of or failure of Licensee to perform any of Licensee’s covenants contained in this License; and/or (iii) the City’s approval of this License. 17. Non-liability. Except where caused by the gross negligence or willful misconduct of the City or any of the City’s Representatives, to the fullest extent permitted by law, neither City nor any of the City’s Representatives shall bear any responsibility for any Liabilities arising out of or in any manner connected with any person’s use of Licensed Area, and all persons using Licensed Area do so completely at their own risk. 18. Insurance Requirements. Licensee, at Licensee’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: a. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per accident and ($2,000,000) two million dollars general aggregate. b. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this License, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. c. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 19. Amendment. This License may be amended, modified or terminated only by an instrument in writing executed by Licensee and City agreeing to amend, modify or terminate this License. 20. Survival. The obligations under this License shall survive the expiration of the License and the License Term; provided, however, in no event shall Licensee have the right to use Licensed Area after the expiration of the License Term nor shall the public have the right to use Licensed Area for such an operation after such time. 21. Licensee Defaults. For the purpose of this License, the term "Default by Licensee" shall mean the occurrence of any one or more of the following events: a. Failure by Licensee to pay when due any payment of the License Fee or any other sum of money payable under this License, provided that such failure shall continue for a period of five (5) days after the date Licensee receives written notice from City of such failure; b. Failure by Licensee to pay any premium for insurance required under this License, or any other sum required to be paid by Licensee pursuant to this License provided that 7 3 9 2 6 6 such failure shall continue for a period of five (5) days after Licensee receives written notice from City of such failure or failure by Licensee to maintain any insurance required under this License; c. Commencement of any action or proceeding by or against Licensee under any federal or state bankruptcy or insolvency law or other debtors relief law, whether now or hereafter in force, including (but not limited to) any action or proceeding to have Licensee declared bankrupt and any action or proceeding seeking reorganization of Licensee or seeking an arrangement with all or some of Licensee’s creditors, whether or not a trustee or receiver is appointed, provided that such action or proceeding continues without dismissal for a period of ninety (90) days after its commencement; d. Appointment, either voluntarily or involuntarily, of a receiver, trustee, keeper, or other person to take possession of all or substantially all of the assets of Licensee, if such appointment and possession continues without dismissal for a period of ninety (90) days after commencement; e. Execution by Licensee of an assignment for the benefit of its creditors of all or substantially all of its assets that are available by law for the satisfaction of claims of judgment by creditors of Licensee; or f. Failure by Licensee to perform or comply with any other term, covenant, or provision of this License including, but not limited to, the obligation to operate the Permitted Uses and Activities, not cured within twenty (20) days after Licensee receives written notice from City of the default (which notice shall specify the particulars of such default), or, in the case of a default reasonably requiring more than twenty (20) days to cure, not cured within a reasonable time after the giving of such notice, provided that the curing of the default is commenced within the twenty (20) day period after City gives Licensee notice of such default and is diligently and in good faith pursued and executed to completion. In the event of any Default by Licensee under this License that is not cured by Licensee within any applicable grace period, and in addition to any and all other rights or remedies of City hereunder, or as provided by law or in equity, City may exercise the following remedies at its sole option: g. Termination. In the event of any Default by Licensee, City shall have the right to terminate this License and the License granted herein by giving Licensee written notice of termination. No act by or on behalf of City (such as entry onto the Licensed Area by City to perform maintenance and efforts to seek another Licensee), other than giving Licensee written notice of termination, shall terminate this License. If City gives such notice, this License and the License Term, as well as the license, right, and interest of Licensee under this License, shall wholly cease and expire (except as to Licensee’s liability) on the date specified in such notice as if such date were the expiration date of the License Term without the necessity of re-entry or any other act on City’s part. h. City shall be entitled to recover from Licensee, without limitation, as damages any amount necessary to compensate City for all the detriment proximately caused by Licensee’s failure to perform its obligations under this License, or which in the ordinary course of things would be likely to result therefrom, including, without limitation, attorneys’ fees and costs; provided, however, the City shall have no right to consequential damages. i. Right to Continue the License. City has the right, but not the obligation, to continue this License in effect after a Default by Licensee, and may recover License Fees when due for so long as City does not terminate this License. Upon a Default by Licensee, City’s acts 8 3 9 2 6 6 of preservation, efforts to find another Licensee, or the appointment of a receiver to protect its interest under this License shall not constitute a termination of Licensee’s License interest. Notwithstanding the foregoing, three (3) or more (consecutive or otherwise) Defaults by Licensee occurring within a 12-month period shall constitute an automatic default hereunder without any further obligation on the part of City in any way and shall entitle City to immediately terminate this License and the License granted herein by giving Licensee written notice of termination. 22. Default by City. For the purpose of this License, the term "Default by City" shall mean the occurrence of any one or more of the following events: a. Failure by City to provide a portion of access to the Licensed Area (of Exhibit A); b. Default or breach by City of any other term, covenant, or provision of this License, other than providing necessary access to the Licensed Area to the Licensee, not cured within twenty (20) days after City receives written notice from Licensee of the default (which notice shall specify the particulars of such default), or, in the case of a default reasonably requiring more than twenty (20)days to cure, not cured within a reasonable time after the giving of such notice, provided that the curing of the default is commenced within the twenty (20)day period after Licensee gives City notice of such default and is diligently and in good faith pursued and executed to completion. In the event of any Default by City under this License that is not cured by City within any applicable grace period, Licensee shall have all other rights and remedies available hereunder, or as provided by law or in equity, including the right to terminate this License or continue this License in effect, and collect all damages directly and indirectly caused by the Default by City (provided, however, Licensee shall have no right to consequential damages) and the right to enforce specific performance of this License. 23. Surrender Of Premises. On the Expiration Date or earlier termination of this License, Licensee shall surrender the Licensed Area to City vacant, with all improvements and Alterations in their original condition, except for any changes resulting from approved Alterations as provided by this Agreement; provided, however, that prior to the Expiration Date or earlier termination of this License, Licensee shall remove from the Licensed Area the Temporary Modulars and any other alterations that Licensee is required by City to remove as provided herein, and all of Licensee’s property, and, at City’s sole election, any other improvements, whether installed by City or Licensee, that are of a type or quantity that would not be installed by or for a typical licensee using space for general purposes, or are otherwise nonstandard. If such removal is not completed at the expiration or earlier termination of this License, City may remove the same at Licensee’s expense. Any damage to the Licensed Area caused by such removal shall be repaired promptly by Licensee or, if Licensee fails to do so, City may do so at Licensee’s expense. The Licensed Area shall be fully repaved at Licensee’s expense upon the surrender of the License Premises. Licensee’s obligations under this Section shall survive the expiration or earlier termination of this License. 24. Entire Agreement; Exhibits. This License includes pages 1 through 11 and Exhibits A, B, and C which is attached hereto and incorporated by reference herein. This License constitutes the complete exclusive statement of License between the City and Licensee. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this License. 25. Construction. Headings in this License are for convenience only and are not part of this License. When the context so requires, words in the masculine, feminine or neuter gender 9 3 9 2 6 6 shall include each other gender; and words in the singular or plural shall include each other. Unless otherwise indicated, all references to paragraphs and subparagraphs are to this License. This License is executed and delivered in the State of California and shall be construed and enforced in accordance with and governed by the laws of the State of California. 26. Severability. In the event any portion of this License shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this License and the remaining part of this License shall remain in full force and effect, as fully as though such invalid, illegal and unenforceable portion had never been part of this License. 27. Controlling Law and Venue. This License and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this License shall be held exclusively in a state court in the County of Riverside. The Licenses contained herein shall not be construed in favor or against either party, but shall be construed as if all parties prepared this License. 28. Interest. Any amounts required to be paid by one party to the other party under this License shall bear interest from the date due until paid at the lesser of the rate of ten percent (10%) per annum or the highest rate permitted by applicable law. 29. Attorneys’ Fees. If any action is brought to enforce this License, the prevailing party(s) shall be entitled to recover all costs and expenses of the action including reasonable attorneys’ fees. 30.Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this License through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. Any mediation must be completed within 90 days after initiation of dispute resolution. 31. Entire Agreement. This License contains the entire agreement between the parties concerning the subject matter of this License and supersedes any and all other prior agreements, understandings, or negotiations concerning such subject matter. 32. Enforcement. Enforcement of this License may be by any proceeding in law or in equity against any person or persons or entity or entities violating or attempting to violate any of the provisions of this License, and any party enforcing this License may seek to enjoin or prevent such violating party or parties from doing so, may seek to cause any violation to be remedied and/or to recover damages for any violation. 33. Notices. All notices or other communications required or permitted under this License shall be in writing and shall be delivered personally or sent by United States mail, registered or certified, return receipt requested, postage prepaid, or by overnight courier, addressed as set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed via United States Mail, or upon delivery if by courier. 10 3 9 2 6 6 If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 If to Licensee: Vista Charter Public School Attn: Alyssa Ross 601 N Fairview Street Santa Ana, CA 92703 Any party may, by notice to the other, designate a different address for notices which shall be substituted for that specified above. All notices and other communications given as provided in this paragraph shall be effective upon receipt. 34. Counterparts. This License may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 35.Authority to Enter License; Administration. Licensee has all requisite power and authority to conduct its business and to execute, deliver and perform the License. The individual who has signed this License on behalf of the Licensee has the legal power, right, and authority to make this License and to bind Licensee. The City Manager of the City shall execute and administer this License on behalf of the City. The City Manager, or authorized representative, shall have the authority to issue interpretations, waive provisions, enter into amendments and extend the Initial Term of this License. Notwithstanding the foregoing, the City Manager may in his/her sole and absolute discretion determine that any matter in connection with this License will be presented to the City Council. 36. Prohibited Interest. Licensee maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Licensee, to solicit or secure this License. Further, Licensee warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Licensee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this License. For breach or violation of this warranty, City shall have the right to rescind this License without liability. For the term of this License, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this License, or obtain any present or anticipated material benefit arising therefrom. 11 3 9 2 6 6 IN WITNESS WHEREOF, the parties have executed this License on the day and year set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Date: _________________, 20__ By: ______________________________ Jason Simpson, City Manager ATTEST: __________________________ CITY CLERK APPROVED AS TO FORM: ___________________________ CITY ATTORNEY “LICENSEE” VISTA CHARTER PUBLIC SCHOOL, a California non-profit corporation, public benefit Date: _________________, 20__ By: ______________________________ Dr. Collin Felch, Superintendent EXHIBIT A EXHIBIT A SITE MAP EXHIBIT B EXHIBIT B Site Plan EXHIBIT C EXHIBIT C PLANS AND SPECIFICATIONS [To be attached]