06-0301_CAPISTRANO BUSINESS PLAZA_License AgreementLICENSE AGREEMENT
1. Parties and Date. This License Agreement is made as of March 1, 2006
("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 for the 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 25, 2000, more
specifically from the hours of 7:00 a.m. to 6:30 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 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 17, 2006.
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 comply with 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 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 25,
2006) 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 CBP'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 liability for 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', materiahnen'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, Yeasonable attorney's fees) of any kind or character to any 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 ofthis 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
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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 maybe 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.
15. Attorney's Fees. If any legal action is necessary to enforce the terms of this
License Agreement, the prevailing party should be entitled to an award of reasonable attorney fees
and costs incurred.
Monahan, City Clerk
APPROVED AS TO FORM:
John R. 9haw, City Attorney
By: a ano Business Plaza
By:
C
Its: Presidentpwtfic i(N'a'NoA'l.
"LICENSEE"
CITY OF SAN JUAN CAPISTRANO
By: l/`AX�
Print Name: Dave Adams
Its: City Manaser
Date:
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