02-0725_CAPISTRANO ANIMAL RESUCE EFFORT_License and Indemnity AgreementLICENSE AND INDEMNITY AGREEMENT
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of July 25, 2002, by and between City of San Juan Capistrano, a public
body corporate and politic, hereinafter, ("City of San Juan Capistrano"), and Capistrano
Animal Rescue Effort, a 501 c(3) non-profit corporation, hereinafter, ("Licensee"), with
reference to the following facts:
A. City of San Juan Capistrano is the owner of that certain unimproved real
property located at the Northwest corner of the intersection of Juniperro Serra and
Camino Capistrano in the City of San Juan Capistrano, County of Orange, State of
California, and more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference ("Property").
B. Licensee desires to use a portion of the Property to store donated trailers
totaling 30'x30' and erect security fencing ("Permitted Activities"), until such a time that the
trailers can be relocated onto the permanent CARE site, and the City of San Juan Capistrano
desires to grant Licensee permission to engage in the Permitted Activities on the Property.
NOW THEREFORE, in consideration of the mutual covenants and obligations of
the parties herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. License. City of San Juan Capistrano hereby grants Licensee and its
representatives and agents a revocable license to enter the Property and engage in the
Permitted Activities. In performing the Permitted Activities, neither Licensee nor its
agents or representative shall: (i) cause any damage to the Property or any
improvements thereon; or (ii) interfere with the occupants of, or business operations on,
the Property. All persons entering onto the Property pursuant to this Agreement shall do
so at their own risk.
2. Revocation of License. The license granted pursuant to this Agreement
shall be revocable by City of San Juan Capistrano at any time, effective immediately
upon notice from City of San Juan Capistrano to Licensee. The revocation shall in no
way prejudice any of the rights and remedies available to City of San Juan Capistrano at
law or in equity, and Licensee acknowledges and agrees that all of the obligations and
responsibilities of Licensee under this Agreement shall continue and survive such
termination.
C:\DOUGLAS\AGREEMEN\Final.Lioense.CARE.doc
—1—
3. Permits and Approvals: Standard of Work. At its sole cost and expense,
Licensee shall obtain all governmental permits and authorizations required in order to
engage in the Permitted Activities. Licensee shall comply, and shall cause its agents
and representatives to comply, with all laws, codes, rules, regulations and permits
applicable to the Permitted Activities. All Permitted Activities shall be performed in
accordance with the highest standards and practices in the industry.
4. Liens. Licensee shall keep the Property free and clear of all mechanics',
material men's and other liens resulting from the Permitted Activities.
5. Insurance. 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.
Comprehensive General Liability. Throughout the term of this License,
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.
ii) Comprehensive Automobile Liability. Throughout the term of this License,
Licensee shall maintain in full force and effect Comprehensive Automobile
Liability coverage, including owned, hired and non -owned vehicles 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
iii) Worker's Compensation. Licensee shall obtain and maintain, during the
term of this License, Worker's Compensation Employer's Liability
Insurance in the statutory amount as required by state law.
C:%DOUGLASWGREEMEN\Final. License.CARE. doc
—2—
iv) Proof of Insurance Requirements/Endorsement. Prior to beginning any
work under this License, Licensee shall submit the insurance certificates,
including the deductible or self -retention amount, and an additional insured
endorsement to the Licensee's general liability and umbrella liability
policies using ISO form CG 20 10 11 85 (in no event with an edition date
later than 1990) to the City of San Juan Capistrano's General Counsel for
certification that the insurance requirements of this License have been
satisfied.
v) Notice of Cancellation/Termination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled, nor the coverages reduced,
until after thirty (30) days' written notice is given to City of San Juan
Capistrano, except that ten (10) days' notice shall be given if there is a
cancellation due to failure to pay a premium.
6. Indemnification.
(a.) Licensee agrees and understands that it is fully responsible for any
potential damage that may occur to the building once it is stored on the city
property.
(b.) Accordingly, Licensee shall indemnify and defend City of San Juan
Capistrano, its elected officials and employees harmless from any and all
claims, causes of action, damages, losses, or liabilities caused by or
arising from the Licensee's storage of the subject unit pursuant to the
terms of this Agreement.
7. Faithful Performance. Concurrent with the execution of this Agreement,
Licensee shall deposit with the City Manager a cash deposit, irrevocable letter of credit,
surety bond, or other such document evidencing an irrevocable cash deposit payable to
the City of San Juan Capistrano, in the amount of $10,000, in a form approved by the
City Attorney, guaranteeing the Licensee's faithful performance of the terms of this
Agreement. Such cash deposit, letter of credit, surety bond, or other such document
shall be maintained in effect throughout the duration of this Agreement.
8. Notices. All notices given pursuant to or in connection with this Agreement
shall be in writing and shall be transmitted either by personal delivery, or a nationally
recognized overnight courier which keeps receipts of delivery (such as Federal Express),
or United States Mail (first class, postage prepaid, certified, return receipt requested).
Notices shall be effective upon delivery, if delivered by personal delivery or overnight
courier, or three (3) business days after mailing, if mailed in accordance with the above.
Notices to the respective parties shall be sent to the following addresses, unless written
notice of a change of address has been previously given pursuant hereto:
C:\DOUGLAS\AGREEMEN\Final.License.CARE.doc
-3-
To City of San Juan Capistrano: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attn: George Scarborough, City Manager
To Licensee: Capistrano Animal Rescue Effort
31682 EI Camino Real
San Juan Capistrano, CA 92675
Attn: Joe Cortese, President
9. No Duty to Warn. City of San Juan Capistrano has no duty to inspect the
Property and no duty to warn Licensee or any person of any other latent or patent
defect, condition or risk that might be incurred in entering the Property. Licensee has
inspected or will inspect the Property and hereby accepts the condition of the Property
"As Is." Licensee acknowledges that neither Licensee nor any employee, agent or
representative of Licensee has made representations or warranties concerning the
condition of the Property. All persons entering the Property under this License do so at
their own risk.
10. Authori Each signatory hereto warrants to the other party its authority
to sign on behalf of the party for whom its purports to sign.
11. Entire Agreement. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior discussions,
negotiations, understandings or agreements relating thereto.
12. No Oral Modification. No alteration or variation of this Agreement shall be
valid or binding unless made in writing and signed by the parties hereto.
13. Successors and Assigns. Licensee may not assign any of its rights under
this Agreement, either voluntarily or by operation of law, without City of San Juan
Capistrano's prior written consent. No assignment by Licensee shall release Licensee
from any liability under this Agreement. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
14. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of California.
15. Counterparts. This Agreement may be executed in counterpart signature
pages which, when attached to this Agreement, shall constitute one fully executed
document.
C:\DOUGLAS\AGREEMEN\Final.License.CARE.doc
—4—
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Approved as to Form:
By:
John , City Attorney
City of San Juan Capistrano
a public body corporate and politic
"LI
Capistrano Animal Rescue Effort,
A 501 c(3) Non -Profit Co oration
By:
Marsha Schw rtze, Secr ary
C:\DOUGLASWGREEMENkFinal. License.CARE.doc
-5-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
A portion of APN 121-050-21 as identified below:
POR SECT 2b `36,T7S, R.BW.
/F
pM
goC
NOTE - ASSESSORS BLOCK B
PARCEL NUMBERS
SHOWN /N CIRCLES
C:\DOUGLAS\AGREEMEN\Final.License.CARE.doc
-6-
ASSESSOR'S MAP
BOOK121 PA6£05
COUNTY OF ORANGE