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HomeMy WebLinkAboutAGR-7253 - LONG HOUSE OF THE ORANGE SKIES NON-PROFIT CLUB - STREET FAIR PARKING WEST ALMOND AVENUE PARKING LOT 5AGIt NO.`3 LICENSE AGREENIENT Orange International Street Fair Parking] THIS LICENSE AGREEMENT (herein referred to as the "Agreement") is entered into this 3 s`day of S ,2021,by and between the CITY OF ORANGE, a municipal corporation ("City"), an LONG HOUSE OF THE ORANGE SKIES NON-PROFIT CLUB, a California corporation("Licensee"),with reference to the following: A. Ciiy owns or controls a public parking lot within the City of Orange, which is generally depicteii 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 prograxns to the citizens of Orange; and D. The City is willing to grant such permission in accordance with the terms and . pxovisions of this Agreement. NOW,THEREFORE,the parties hereto agree as follows: 1. DEFINITIONS. Unless otherwise defined in this Agreement, the following capitalized terms used in this Agreement shall have the following meanings: Sub-Licensees"shall mean any other California non-profit,public benefit corporation,or any other person, 'irm or organization authorized in writing by the City. Street Fair Use Period" shall mean a three (3) day period in the calendar year during the term of this Agreement, commencing on the Friday immediately prior to Labor Day and ending on and including the Sunday ixnmediately before Labor Day. 2. LICENSE. The City hereby grants to Licensee a license ("License") to enter upon, occupy and use the License Area or any portion thereof during the Street Fair Use Period for parking or storage of automobiles or other vehicles on all or a portion of the License Area by City officials, employees, Sub-Licensees, and/or members of the general public and for no other use or ptupose. "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 5treet 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 attendi.ng 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. 5. LICENSEE'S RESPONSIBILI'I`IES. Licensee's rights under this Agreement are and shall be subject to, and Licensee shall comply with and cause its employees, agents and anyone entering under this Agreement on behalf of Licensee(herein referred to as the"Licensee's Representatives"), including,specifically,any Sub-Licensee,to comply with,the following: A. Personal Sunervision. Each person entering the License Area shall be considered at all times to be acting as an agent of the Licensee and shall be continuously under the supervision and control of the Licensee. No one under the age of eighteen(18)shall be allowed unless accompanied or supervised by an adult. S. Char e for Parking. Licensee shall not charge in excess of ten ($10) dollars per parking sta11 or vehicle, as determined by Licensee. C. Compliance with the Law. Each person enteri.ng the License Area under this Agreement(i) shall comply with all applicable laws,ordinances and regulations; (ii) shall observe strict fire and smoking precautions; (ui) shall not light any fires; (iv) shall not carry any firearms onto the License Area; and (v) shall otherwise omply with any and all instructions and directions of the Licensee's authorized agents. D. Dama e t o City Propertv. 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 oxnissions of Licensee or Licensee's Representatives; (u) any breach by Licensee of any of its obligations under this Agreement; or(iii) 2 the acts or omissions o any Sub-Licensee. Neither the Licensee nor any of the Licensee's 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 Axea 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 Dama e or Personal Injurv. The City and the "Indemnitees" described below} sha11 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 including any Sub-Licensee), including loss of use of any such property, or for any injury of any kind whatsoever to any person entering upon a License Area under this Agreement,arising from any cause whatsoever, and Licensee hereby waives all claims and demands relating thereto. I.Indemnification.Licensee hereby agrees to save harmless and indemnify the City,its officers, employees, agents, volunteers and representatives, and its successors and assigns collectively referred to as"Indemnitees"),from and against any claim,loss,damage,cause of action, expense and/or liability (collectively "Claims") arising from or growing out of loss or damage to property,including the City's own property,or injury to or death of persons,including employees of the City resuiti.ng in any manner whatsoever, directly or indirectly,by reason of this License or the use or occupancy of the License Area by Licensee or any person claiming under it, including without limitation any Claims arising from injurias sustained resulting from the operation of a paid parking lot by Licensee. J.Insurance. Prior to any entry under this Agreement into the License Area by 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 Lic nsee'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. 3 2) The insurance policies maiutained 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 caverages are: a) Commercial General Liabilitv Insurance. Commercial General Liabiliry 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 ma.y 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 ind pendent contractor and not entitled to any workers' compensation benefits under any City program. 6. WANER. 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-enforcernent of that provision, or any other provision. 7. NOTICE. All notices herein required shall be in writing and delivered in person or sent by certified mail,postage prepaid, addressed as follows: To the Citv: Ciry of Orange 300 E. Chapman Ave. Orange, CA 92866 Attn; City Manager To Licensee: Long House of the Orange Skies Non-Profit Club 1290 N Hancock St, Suite 201 Anaheim, CA 92807 Attn: Nicholas O'Hare 8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to its subject matter. There are no representatio s, 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. 4 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 L on the year and day first above written. CITY" CITY OF ORANGE, a municipal corporation i / Rick Ott , City Manager ohn i, N''- f f 1S7A N' LI '`'J IM P,n ti t.. APPROVED AS TO FORM: iti Mary E. 'nning Senior Assistant City Atto ey LICENSEE" LONG HOUSE OF THE ORANGE SKIES NON-PROFIT CLUB, a California corporation Nicholas O'Hare 5 EXffiBIT "A" NLAP GENERALLY DEPICTING LICENSE AREA Behind this sheet.] U 2021 Street Fair Parking Lots MAPLE AVE LOT 2 r- .- Z; Main Library 153 Spaces), ' I tn I tn; 1 J i Ni NI 3i I IW N; W, Orange Public Library . a;o; g; Q; Foundation o, U i ;LOT 4-Surface Lot Lemon Street Spxa sT24ce OHS C & rack& Field aw„a _= I Q,, ',=----- ----= •=- - - ----------------- ---------------- CHAPMAN AVE O CHAPMAN AVE CHAP F I I m r, I crorc.m N O 1A W; Z; - !; ;i W -------- ---------------- N City Hall Eastay O i i__ i i U W Fi W; r = ___ paces)J, LOTQ; S 100 S B Orange enior tCityHallWes Center LOT 5 53 Spaces) a,v,aro WAlmond Ave Orange Community 26 Spaces) Master Chorale Orange Skies Longhouse . A MOKo_n r--------- F; o 3 F,• N,- r j J I w I E Almond Avenue W; LL; i N Zi y N i H i i LLi o; W N 36 Spaces) Z. W; g, N;_ W' Orange High VocalIV O! Music Boosters i ; e are. I I F I I r I WASHINGTQNA C ------------- - -------- ----------------------------- ---------- N N i MARIETTAPL, Zf W I I O; I F-; I I I i Date Saved:7/19/2019