04-0601_PACIFIC SYMPHONY ORCHESTRA_License and Indemnity Agreementri
LICENSE AND INDEMNITY AGREEMENT
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement') is made and entered
into as of June 1, 2004, by and between San Juan Capistrano Community Redevelopment
Agency, a public body corporate and politic, hereinafter, "San Juan Capistrano Community
Redevelopment Agency', and the Pacific Symphony Orchestra, a 501 c(3) non-profit
corporation, hereinafter, "Licensee".
WHEREAS:
A. San Juan Capistrano Community Redevelopment Agency is the owner of that
certain real property located at the Northwest comer of the intersection of Forester and EI
Camino Real in San Juan Capistrano, State of California, commonly known as the
"Esslinger Parking Lot" and more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference ("Property").
B. Licensee desires to use the Property to provide reserved parking for the
musicians of the Pacific Symphony Orchestra on Saturday, June 26, 2004 from 6:OOpm to
9:OOpm, hereinafter "Permitted Activities" and the San Juan Capistrano Community
Redevelopment Agency desires to grant Licensee permission to reserve the Property for
such Permitted Activities.
NOW THEREFORE, in consideration of the mutual covenants and obligations of
the parties herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
Grant of License. San Juan Capistrano Community Redevelopment Agency hereby
grants Licensee and its representatives and agents a revocable license to reserve
the Property for Permitted Activities. Neither Licensee nor its agents or
representative shall: (i) cause any damage to the Property or any improvements
thereon. All persons entering onto the Property pursuant to this Agreement shall do
so at their own risk.
No Duty to Warn. San Juan Capistrano Community Redevelopment Agency has no
duty to inspect the Property and no duty to warn Licensee or any person of any other
latent or patent defect, condition or risk that might be incurred in entering the
Property. Licensee has inspected or will inspect the Property and hereby accepts the
condition of the Property "As is." Licensee acknowledges that neither Licensee nor
any employee, agent or representative of Licensee has made representations or
warranties concerning the condition of the Property. All persons entering the
Property under this License do so at their own risk.
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Indemnification; Restoration of Property. Licensee shall indemnify, defend,
protect and hold San Juan Capistrano Community Redevelopment Agency
harmless from and against all claims, causes of action, damages, losses,
liabilities, costs and expenses (including, without limitation, reasonable attorneys'
and consultants' fees and costs) caused by or arising in connection with the
Permitted Activities and the entry onto the Property by Licensee and/or its guests,
invitees, agents, and representatives. Licensee's indemnification and defense
obligations pursuant to the foregoing shall apply to, without limitation: (i) personal
injury, property damage and nuisance; (ii) any liens, claims, demands, actions or
suits arising from the Permitted Activities; and (iii) any costs of enforcement of
any provision of this Agreement.
Following San Juan Capistrano Community Redevelopment Agency's revocation
of the license granted pursuant to this Agreement and/or the completion of the
Permitted Activities, Licensee shall restore the Property to the condition in which it
existed prior to the Permitted Activities.
Insurance. Insurance required herein shall be provided by Admitted Insurers in
good standing with the State of California and having a minimum Best's Guide
Rating of A- Class VII or better.
i) Comprehensive General Liability. Throughout the term of this License,
Licensee shall maintain in full force and effect Comprehensive General
Liability coverage in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not
limited to contractual period.
ii) Proof of Insurance Requirements/Endorsement. Prior to beginning any
work under this License, Licensee shall submit the insurance certificates,
including the deductible or self -retention amount, and an additional insured
endorsement to the Licensee's general liability and umbrella liability
policies using ISO form CG 20 10 1185 (in no event with an edition date
later than 1990) to the City of San Juan Capistrano's General Counsel for
certification that the insurance requirements of this License have been
satisfied.
iii) Notice of Cancellationfrermination of Insurance. The above policy/policies
shall not terminate, nor shall they be canceled, nor the coverages reduced,
until after thirty (30) days' written notice is given to City of San Juan
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Capistrano, except that ten (10) days' notice shall be given if there is a
cancellation due to failure to pay a premium.
Author! . Each signatory hereto warrants to the other party its authority to sign on
behalf of the party for whom its purports to sign.
Entire Agreement. This Agreement sets forth the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior discussions,
negotiations, understandings or agreements relating thereto.
No Oral Modification. No alteration or variation of this Agreement shall be valid or
binding unless made in writing and signed by the parties hereto.
Successors and Assigns. Licensee may not assign any of its rights under this
Agreement, either voluntarily or by operation of law, without San Juan Capistrano
Community Redevelopment Agency's prior written consent. No assignment by
Licensee shall release Licensee from any liability under this Agreement. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors and
assigns.
Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Attest:
Approved as to Form:
By: 0
Joh Shaw, Agency Counsel
San Juan Capistrano Community
Redevelopment Agency
a public body corporate and politic
—DiBy: GW �V '!�
DIANE BATHGATE, CHAI 1&
"LICENSEE"
Pacific Symphony Orchestra,
A 501 c(3) Non -Profit Corporation
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Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
APN 124-160-18 and
A portion of APN 124-160-16 as identified on the map attached.
CityGIS 2 - Print
Page 1 of 1
Exhibit "A"
Esslinger Parking Lot
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http://maps.digitahnapcentral.com/CityGIS2/print/print.httnl 5/18/2004