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06-0301_FLUIDMASTER_Transmittal Agr to Fluidmaster 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 ofwhatever 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 SO 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 injuryto Licensee or Licensee's property and agrees to so indemnify 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 any provision of this License Agreement shall constitute a continuing waiver or waiver SD 2 of another provision.This License Agreement shall be construed and enforced in accordance with Y P !�' > 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: ® ,¢� 0• Ww,�r Its:-Presidettt Ckecp-h'✓r A:r"X*,* 10 At �rrr;Amt "LICENSEE" CITY OF SAN JUAN CAPIISTpRANO By: D4-V-IA --(-- Print Print Name: Dave Adams Its: City Manaeer ATTEST: Date: M1 et R. Monahan, City Clerk APPROVED AS TO FORM: John R. Sh City Attorney S 3 x ji b IPS fl{_ .t 1 srf5 fro^ 11 . . i JVANO 32400 PASEO ADELANTO � F� � � � MEMBERS OF THE CITY COUNCIL $AN JUAN CAPISTRANO,CA 92675 // LL7� SAM (949)493-1171 (949)493-1053 FAX j1 IEfAIoaeAtfl DIANEE BATHGATHGATE WARMED I 1961 WYATT HART www.sanjuancapistrano.org 1776 JOE 5070 • • DAVID M.SWERDLIN TRANSMITTAL February 6,2006 TO: Charles C. Mann, President Capistrano Business Plaza 30240 Rancho Viejo Road San Juan Capistrano, CA 92675 FROM: Meg Monahan, City Clerk SUBJECT: License Agreement An original, executed License agreement between the City and Fluidmaster for use of a parking lot on March 25, 2006. CC: Heidi Ivanolf, Special Events Coordinator; Karen Crocker, Community Services Director; Lynnette Adolphson, Management Analyst II, San Juan Capistrano: Preserving the Past to Enhance the Future iJ 4nnted on recydetl paper