AGR-6139.2 - ROTARY CLUB OF ORANGE PLAZAAGRNO. W39•�
LICENSE AGREEMENT
[Orange International Street Fair Parking]
THIS LICENSE AGREEMENT (the "Agreement") is entered into this lv� day of
2022, by and between the CITY OF ORANGE, a municipal corporation
("City"),(3nd ROTARY CLUB OF ORANGE PLAZA, a non-profit, public benefit corporation
("Licensee"), with reference to the following:
A. City owns or controls a public parking lot within the City of Orange, which is
generally depicted on the map attached hereto as Exhibit A, and referred to herein as the "License
Area"; and
B. Licensee desires to obtain permission from the City to use the License Area to
operate a paid parking lot, in support of its fundraising efforts, selling spaces to patrons attending
the annual Orange International Street Fair ("Street Fair"); and
C. The City Council finds and determines that Licensee's use of the License Area for
fundraising purposes will further the City's mission and purpose of providing community
programs to the citizens of Orange; and
D. The City is willing to grant such permission in accordance with the terms and
provisions of this Agreement.
AGRNO. W39•�
LICENSE AGREEMENT
[Orange International Street Fair Parking]
THIS LICENSE AGREEMENT (the "Agreement") is entered into this lv� day of
2022, by and between the CITY OF ORANGE, a municipal corporation
("City"), d ROTARY CLUB OF ORANGE PLAZA, a non-profit, public benefit corporation
("Licensee"), with reference to the following:
employees, Sub -Licensees, and/or members of the general public and for no ofher use or purpose.
"Use" includes the preparation of the License Area for the Street Fair and the clean-up and restoration
of the License Area at the conclusion of the Street Fair. The license to use the License Area granted
to the Licensee hereunder shall only be for the operation of a paid parking lot for patrons attending
the Street Fair. The Licensee shall have the right during the Street Fair Use Period to exclude non-
paying members of the public from occupying and/or exclusively using (in accordance with all of the
terms, covenants and conditions set forth in this Agreement), the License Area or any portion thereof.
3. TERM AND REVOCATION. This Agreement and the License granted to Licensee
hereunder shall be for the Street Fair Use Period during the year this Agreement is executed
only; provided, however, that either party may revoke this Agreement, in whole or in part, at
any time and for any reason upon twenty-four (24) hours written notice. Upon the expiration
of the Street Fair Use Period, this Agreement and the License granted to the Licensee hereunder
shall automatically terminate, and be of no further force or effect
4. ASSUMPTION OF RISK.
A. Licensee accepts the License Area in its present "AS IS" condition. Licensee shall
be solely responsible, at its sole risk and expense, (i) to inspect, repair and maintain the License Area
and improvements thereon during the Street Fair Use Period; (ii) to provide security as necessary;
and (iii) to keep the License Area in a state of good and safe repair, and in a safe, clean and sanitary
condition at all times during the Street Fair Use Period.
B. Licensee shall exercise its privileges hereunder at its own risk and its own expense,
assuming full responsibility for all risks incidental to the performance of this Agreement and the use
of the License Area and any improvements thereon.
C. The City assumes no responsibility whatsoever for the safe condition, security or
maintenance of the License Area and improvements thereon, nor for the protection of persons and
property thereon; all such responsibility shall be solely the Licensee's.
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3. TERM AND REVOCATION. This Agreement and the License granted to Licensee
hereunder shall be for the Street Fair Use Period during the year this Agreement is executed
only; provided, however, that either party may revoke this Agreement, in whole or in part, at
any time and for any reason upon twenty-four (24) hours written notice. Upon the expiration
of the Street Fair Use Period, this Agreement and the License granted to the Licensee hereunder
shall automatically terminate, and be of no further force or effect
4. ASSUMPTION OF RISK.
strict fire and smoking precautions; (iii) shall not light any fires; (iv) shall not carry any firearms
onto the License Area; and (v) shall otherwise comply with any and all instructions and directions
of the Licensee's authorized agents.
D. Damage to o City Property. Licensee shall be liable for and shall pay to the City the
cost of any damage of any kind whatsoever to any property of the City, including loss of use thereof,
arising from or in any way related to (i) the acts or omissions of Licensee or Licensee's
Representatives; (ii) any breach by Licensee of any of its obligations under this Agreement; or (iii)
the acts or omissions of any Sub -Licensee. Neither the Licensee nor any of the Licensee's
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Representatives shall remove any property of any type from a License Area without the express prior
written consent of the City.
E. Hazardous Materials. No "hazardous or toxic wastes, substances or materials," as
such terms are or may from time to time be defined by federal, state, county or municipal laws,
ordinances, orders or regulations applicable to the use and enjoyment of the License Area shall be
placed, stored or used or allowed to be placed, stored or used on the License Area by Licensee or its
Sub -Licensees.
F. Nuisance. Licensee shall conduct all activities under this Agreement in such a
manner so that no public nuisance affecting persons or property on or in the vicinity of the License
Area results from Licensee's activities or those of a Sub -Licensee. Licensee is responsible for
monitoring and controlling the activities of all Sub -Licensees and invitees on and in the vicinity of
the License Area so as to prevent any public nuisance from the Licensee's or a Sub -Licensee's
activities.
G. Trash Removal. Licensee shall clean trash from the License Area and surrounding
areas during the Street Fair Use Period so that the License Area is maintained in a neat appearance
before, during, and immediately following the Street Fair.
H. Third Party Property Damage or Personal Injury. The City and the "Indemnitees"
(described below) shall not be liable for any damage of any kind whatsoever to any property
belonging to or used by Licensee or any persons entering upon a License Area under this Agreement
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Representatives shall remove any property of any type from a License Area without the express prior
written consent of the City.
E. Hazardous Materials. No "hazardous or toxic wastes, substances or materials," as
such terms are or may from time to time be defined by federal, state, county or municipal laws,
ordinances, orders or regulations applicable to the use and enjoyment of the License Area shall be
placed, stored or used or allowed to be placed, stored or used on the License Area by Licensee or its
Sub -Licensees.
Licensee, the Licensee shall obtain the types and levels of insurance specified below with insurance
carriers acceptable to the City.
(1) As evidence of insurance coverage, Licensee shall deliver to the City
certificates of insurance issued by a Licensee's insurance carrier showing such policies in force for
the period of the entry, and an endorsement to the Commercial General Liability Insurance policy,
in form acceptable to the City, naming the City and its respective officers, employees, agents,
volunteers and representatives as additional insureds.
(2) , The insurance policies maintained by Licensee shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
(3) Each certificate of insurance shall provide that such policy shall not be subject
to cancellation or non -renewal without at least ten (10) days' prior written notice delivered to the
City. The City shall not be responsible for any costs of premiums or other charges for any insurance,
endorsements or certificates required hereunder.
(4) The required coverages are:
(a) Commercial General Liability Insurance. Commercial General
Liability Insurance on an "occurrence" basis, with deductibles reasonably acceptable to the City's
risk manager, with a combined single limit for bodily injury and property damage of One Million
Dollars ($1,000,000), or limits carried, whichever is greater. The limits of liability specified in this
section may be provided by any combination of primary and excess liability insurance policies.
(b) Workers' Compensation Insurance. If Licensee has employees, it
shall carry workers' compensation insurance as required by law for the protection of its employees
during .the progress of the work. Licensee understands that it is an independent contractor and not
entitled to any workers' compensation benefits under any City program.
6. WAIVER. Failure on the part of either party to enforce any provision of this Agreement
may not be construed as a waiver of the right to later compel enforcement of that provision, or any
nth Pr. nrnvi ci nn _
(2) , The insurance policies maintained by Licensee shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
(3) Each certificate of insurance shall provide that such policy shall not be subject
to cancellation or non -renewal without at least ten (10) days' prior written notice delivered to the
City. The City shall not be responsible for any costs of premiums or other charges for any insurance,
endorsements or certificates required hereunder.
(4) The required coverages are:
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parties relating to its subject matter. There are no representations, agreements, or understandings,
whether oral or written, between the parties relating to the subject matter of this Agreement that
are not fully expressed in this Agreement. This Agreement is deemed to be equally drafted by
both parties.
9. MODIFICATION. This Agreement may only be modified by a writing signed by both
parties.
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10. GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
IN WITNESS WHEREOF, the City and Licensee have entered into this License on the
year and day first above written.
"CITY"
CITY O GE, a municipal corporation
Rob Houston, City Manager
APPROVED AS TO FORM:
LaA 11 � U&A�00
Mary E. Bi ' g
Senior Assistant City Attorney
10. GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
IN WITNESS WHEREOF, the City and Licensee have entered into this License on the
year and day first above written.
"CITY"
EXHIBIT "A"
[Behind this sheet.]
EXHIBIT "A"
[Behind this sheet.]