06-0301_FLUIDMASTER_License Agreement LICENSE AGREEMENT
1. Parties and Date. This License Agreement is made as of March 1, 2006
("License Agreement"),by and between Fluidmaster and City of San Juan Capistrano("Licensee").
2. Fluidmaster. Located in San Juan Capistrano, California. The Office
Building and premises specifically at 30800,Rancho Viejo Road are depicted on Exhibit A attached
hereto and incorporation herein by reference.
3. Permit to Enter Premises the Parking Lot. Fluidmaster, 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 Fluidmaster concurrently with Licensee's delivery to Fluidmaster
of this signed License Agreement, the sum of$0.00.
5. Term. This License Agreement is for Saturday, March 25, 204 more
specifically from the hours of 7:00 a.m. to 6:30 p.m., subject to earlier termination by either
Fluidmaster, 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, 20046
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 Fluidmaster 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 Fluidmaster in
each case. Licensee shall submit plans and specifications to Fluidmaster for approval in each
instance.Approval may be withheld,in Fluidmasters sole discretion.No changes,modifications or
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alterations from approved plans and specification may be made without Fluidmaster prior written
approval.No approval by Fluidmaster of any plans or specifications shall constitute(i)approval of
architectural or engineering sufficiency or representation or(ii)warranty by Fluidmaster 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', materialmen's,
contractors' or subcontractors' liens. Licensee shall indemnify, defend and hold Fluidmaster
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 Fluidmaster , a surety bond or other security satisfactory to
Fluidmaster 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.Fluidmaster 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 Fluidmaster
against liability. In addition to and not in limitation of Fluidmaster other rights and remedies under
this License Agreement, should Licensee fail within ten (10) days of a written request from
Fluidmaster either to discharge any lien or claim as provided above,or to indemnify,hold harmless
and defend Fluidmaster from an against any loss,damage,or injury,liability or claim arising out of
Licensee's use of the area as provided above,then Fluidmaster 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 Fluidmaster
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 Fluidmaster 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 person or property arising from
or related to any act or omission of Licensee,its employees,agents or contractors.Fluidmaster shall
not be responsible for any loss,damage or injury to Licensee or Licensee's property and agrees to so
indenmify and hold Fluidmaster 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 Fluidmaster. Licensee shall, prior to entering into
possession of the area,deliver to Fluidmaster certificates of insurance evidencing Fluidmaster 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 Fluidmaster and Licensee pertaining to the subject matter of this License Agreement and
supersedes all prior and contemporaneous agreements, representations and understandings of
Fluidmaster 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 Fluidmaster .
No waiver of anyprovision of this License Agreement shall constitute a continuing waiver or waiver
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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. Fluidmaster 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.
By: Fluidmaster p
By: -DliWIX-4
Its:-Preside[rt 6)(ec.. 'vc /err r*,-F -M Ar err;As�.-
"LICENSEE"
CITY OF SAN JUAN CAPIIS,,TARANO
By: C�1� - 1J� k"O,�
Print Name: Dave Adams
Its: City Manager
ATTEST: Date:
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M g et R. Monahan, City Clerk
APPROVED AS TO FORM:
John R. ShJN VCity Attorney
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