03-0320_CAPISTRANO BUSINESS PLAZA_License AgreementLICENSE AGREEMENT
1. Parties and Date. This License Agreement is made as of
March 20, 2003 ("License Agreement"), by and between Capistrano Business Plaza,
(hereinafter referred to as "CBP") and City of San Juan Capistrano ("Licensee").
2. Capistrano Business Plaza. Located in San Juan Capistrano,
California. The Office Building and premises specifically at 30240, Rancho Viejo Road are
depicted on Exhibit A attached hereto and incorporation herein by reference.
3. Permit to Enter Premises the Parking Lot. CBP, grants Licensee
a non-exclusive revocable license to utilize the parking lot as defined in Exhibit A for the
sole purpose set forth in Paragraph 6 hereof and for no other purpose, subject to
Licensee's compliance with all of the terms of this License Agreement.
4. Consideration. As consideration forthe license granted in this License
Agreement, Licensee shall pay to CBP concurrently with Licensee's delivery to CBP of this
signed License Agreement, the sum of $0.00.
5. Term. This License Agreement is for Saturday, March 22, 2003, more
specifically from the hours of 6:00 a.m. to 7:00 p.m., subject to earlier termination by either
CBP, or Licensee.
6. Use. The specified area in Exhibit A shall be used solely for off-site
public parking for the annual Swallows Day Parade festivities held by the City of San Juan
Capistrano and for no other use. Exhibit A to be provided to Licensee no later than March
22, 2003.
7. Regulations. 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 area as defined by Exhibit A.
Licensee, at its sole cost, will complywith all applicable governmental laws and regulations.
Licensee will also comply with any and all reasonable rules and regulations promulgated
by CBP including, but not limited to, those incorporated herein by reference.
8. Maintenance and Condition of Premises. Licensee shall maintain the
area as defined in Exhibit A in a neat, clean, orderly and safe condition and shall be
responsible for any damage done in or to the area or to the Office Building caused by
Licensee or its employees, agents or contractors. Licensee agrees to leave the area in
good order, condition and repair at its expense, shall remove all of its trade fixtures and
License Agreement - City of San Juan Capistrano
March 20, 2003
Page 2
personal property and repair any damage to the area occasioned by removal of these
items.
9. Improvements. No structure, sign (excluding temporary signs for
March 22, 2003) or other improvement of any kind shall be constructed in the area defined
in Exhibit A by Licensee, its employees, agents or contractors without the prior written
approval of CBP in each case. Licensee shall submit plans and specifications to CBP for
approval in each instance. Approval may be withheld, in CRP's sole discretion. No
changes, modifications or alterations from approved plans and specification may be made
without CBP prior written approval. No approval by CBP of any plans or specifications shall
constitute (i) approval of architectural or engineering sufficiency or representation or (ii)
warranty by CBP as to the adequacy or sufficiency of the plans and specifications,
assumes no responsibility or liabilityfor any defect in any improvements constructed on the
basis of the plans and specifications.
10. Liens. Licensee shall not permit to be placed against the area or the
Office Building, or any part of the Premises or the Office Building, any mechanics' material
men's, contractors' or subcontractors' liens. Licensee shall indemnify, defend and hold
CBP harmless from all liability for any all liens, claims and demands, together with the
costs of defense and reasonable attorney's fees related to same. Notwithstanding anything
to the contrary set forth above, if Licensee in good faith desires to contest the validity of
any lien, then Licensee shall procure, record and furnish to CBP, a surety bond or other
security satisfactory to CBP in an amount equal to at least one and one-half (1-1/2) times
the amount of the contested lien, claim or demand, which bond or other security shall
discharge the lien of record and hold the area free from the effect of the lien or claim. CBP
reserves the right, at any time and from time to time, to post and maintain on the area, any
portion thereof or on the improvements on the area any notices of non -responsibility or
other notice as may be desirable to protect CBP against liability. In addition to and not in
limitation of CBP other rights and remedies under this License Agreement, should
Licensee fail within ten (10) days of a written request from CBP either to discharge any lien
or claim as provided above, or to indemnify, hold harmless and defend CBP from an
against any loss, damage, or injury, liability or claim arising out of Licensee's use of the
area as provided above, then CBP at its option, may elect to pay any lien, claim, loss,
demand, injury, liability or damages or settle or discharge any action or satisfy any
judgment and all costs, expenses, and attorney's fees incurred in doing so shall be paid
to CBP by Licensee upon written demand, together with interest thereon at the rate of
twelve (12%) percent per annum from the date incurred or paid through and including the
date of payment.
11. Indemnity. Licensee shall indemnify, defend and hold CBP harmless
from any loss, damage, injury, accident, casualty, liability, claim, cost or expense
(including, but not limited to, reasonable attorney's fees) of any kind or character to any
License Agreement - City of San Juan Capistrano
March 20, 2003
Page 3
person or property arising from or related to any act or omission of Licensee, its
employees, agents or contractors. CBP shall not be responsible for any loss, damage or
injury to Licensee or Licensee's property and agrees to so indemnify and hold CBP
harmless.
12. Insurance. Prior to entering the area defined by Exhibit A and at all
times during the Term, Licensee, at its sole expense, shall maintain a policy or policies of
insurance with a reputable insurance company acceptable to CBP Licensee shall, prior to
entering into possession of the area, deliver to CBP certificates of insurance evidencing
CBP same and evidence of insurance from Licensee's vendors using the area on Exhibit A.
13. Miscellaneous. This License Agreement constitutes the entire
agreement between CBP and Licensee pertaining to the subject matter of this License
Agreement and supersedes all prior and contemporaneous agreements, representations
and understandings of CBP and Licensee, oral or written. No supplement, modification or
amendment of this License Agreement shall be binding unless in writing and executed by
Licensee and CBP No waiver of any provision of this License Agreement shall constitute
a continuing waiver or waiver of any other provision. This License Agreement shall be
construed and enforced in accordance with, and governed by, the laws of the State of
California. The headings of the License Agreement are for purposes of reference only and
shall not limit or define the meaning of any provision. This License Agreement may be
executed in any number counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument. Neither this License Agreement nor
a short form memorandum of this License Agreement shall be filed or recorded in any
public office.
14. Execution. CBP and Licensee have executed this instrument as of
the date first above written.
License Agreement - City of San Juan Capistrano
March 20, 2003
Page 4
15. Attorney's Fees. If any legal action is necessary to enforce the terms
of this License Agreement, t iM AFAY should be entitled to an award of
C�
reasonable attorney fees and costs incurred.
n
By:
By:
Its:
"LICENSEE"
CITY OFA
President JI_
Print Name Geo e Scarborough
Its: City Manager
Date:
ATTEST:
Ma g ret R. Monahan, City Clerk
APPROV AS TO FORM:
John R. Shaw, City Attorney
Exhibit A
C: WyNes\Pararle\CBP License Agreement 2003 w attest. Pd
LOT
#3
EXHIRIT
A