07-0301_ENDEVCO_License AgreementLICENSE AGREEMENT
1._ Parties and Date. This License Agreement is made as of March 1, 2007
("License Agreement"), by and between Endevco and City of San Juan Capistrano ("Licensee").
2. Endevco. Located in San Juan Capistrano, California. The Office
Building and premises specifically at 30700, Rancho Viejo Road are depicted on Exhibit A
attached hereto and incorporation herein by reference.
3. Permit to Enter Premises the Parking Lot. Endevco, 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 Endevco concurrently with Licensee's delivery to Endevco of
this signed License Agreement, the sum of $0.00.
5. Term. This License Agreement is for Saturday, March 24, 2007, more
specifically from the hours of 7:00 a.m. to 6:30 p.m., subject to earlier termination by either
Endevco, 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, 2007.
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 Endevco
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
Endevco in each case. Licensee shall submit plans and specifications to Endevco for approval in
each instance. Approval may be withheld, in Endevco's sole discretion. No changes,
modifications or alterations from approved plans and specification may be made without
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Endevco prior written approval. No approval by Endevco of any plans or specifications shall
constitute (i) approval of architectural or engineering sufficiency or representation or (ii)
warranty by Endevco 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 Endevco
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 Endevco , a surety bond or other security satisfactory to
Endevco 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. Endevco 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 Endevco against liability. In addition to and not in limitation of Endevco other rights and
remedies under this License Agreement, should Licensee fail within ten (10) days of a written
request from Endevco either to discharge any lien or claim as provided above, or to indemnify,
hold harmless and defend Endevco from an against any loss, damage, or injury, liability or claim
arising out of Licensee's use of the area as provided above, then Endevco 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 Endevco 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 Endevco 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.
Endevco shall not be responsible for any loss, damage or injury to Licensee or Licensee's
property and agrees to so indemnify and hold Endevco 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 Endevco. Licensee shall, prior to entering into
possession of the area, deliver to Endevco certificates of insurance evidencing Endevco 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 Endevco and Licensee pertaining to the subject matter of this License Agreement and
supersedes all prior and contemporaneous agreements, representations and understandings of
Endevco and Licensee, oral or written. No supplement, modification or amendment of this
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License Agreement shall be binding unless in writing and executed by Licensee and Endevco .
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. Endevco 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.
1:1
AS TO FORM:
John R. Sha ity Attorney
By: Endevco
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CITY OF SAN JUAN CAPISTRANO
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493.1171
(949) 493.1053 FAX
www. sanj uancaputrana. org
TRANSMITTAL
TO:
Tom Tillotson, Director Human Resources
Endevco
30700 Rancho Viejo Road
San Juan Capistrano, CA 92675
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
RE: License agreement — parking for Swallows Parade, March 24, 2007
Enclosed:
Original, executed agreement for your records.
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
If you have any questions concerning the document, please contact Heidi Ivanoff, Special
Events Coordinator (949) 443-6391.
CC: Heidi Ivanoff, Special Events Coordinator
Karen Crocker, Community Services Director
San Juan Capistrano: Preserving the Past to Enhance the Future
�, Printetl on 100% recycled paper