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08-0228_ENDEVCO_License Agreement0 0 LICENSE AGREEMENT 1._ Parties and Date. This License Agreement is made as of February 28, 2008 ("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 Parkin¢ 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 delivey to Endevco of this signed License Agreement, the sum of $0.00. 5. Term. This License Agreement is for Saturday, March 29, 2008, 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 14, 2008. 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 29, 2008) 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, 1 0 • modifications or alterations from approved plans and specification may be made without 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 2 0 0 Endevco 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 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. By: Endevco By: Title: b irccAw, HR - For Its: President Scc* Sl t(rc "LICENSEE" CITY OF SAN JUAN CAPISTRANO Print Name: Dave Adams Its: City Manager ATTEST: Date: Margaret R. Monahan, City Clerk APPROVED AS TO FORM: r f " mar Sandoval, City Attorney 3 0 Date Letter of Agreement 0 I, 7&/m 1�Ukt iM on behalf of F &M2 (2V1 , , give authorization to the City of , JX the use of our parking lot located at 36 %PUNY kR VcCiar,I California, on cm t 311105 ° As part of this agreement, please forward a copy of your agency's liability insurance policy naming Erdoyco , as an additional insured. Signed for J, IN Yv- ti P PE EF' AA•, L M� z ,1 t'i 'Yr- IL r Z'y i h I F 9 32400 PABEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949)493-1171 (949)493-1053 FAx www.sanyuancapistrana org TRANSMITTAL TO: Endevco Tom Tillotson 30700 Rancho Viejo Rd. San Juan Capistrano, CA 92675 Jwa, • � ESill0tlE1 I 1961 1776 FROM: Meg Monahan, MMC — City Clerk (949) 443-6308 RE: License Agreement — Use of Parking Lot (Swallows Day Event) Enclosed: MEMBERS OF THE CITY COUNCIL Original, executed license agreement with the City of San Juan Capistrano. SAMALLEVATO THOMAS W. HRIBAR MARK NEILSON JOESOTO DR. LONDRES USO Heidi Ivanoff, Special Events Coordinator (949) 443-6391 will provide you with insurance documentation and is available to answer any questions you may have. Cc: Heidi Ivanoff, Special Events Coordinator; Karen Crocker, Community Services Director San Juan Capistrano: Preserving the Past to Enhance the Future 10 Printetl on 100% recycletl paper