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HomeMy WebLinkAboutAGR-7818 - ORANGE PLAZA ROTARY CLUB - ANNUAL CAR SHOW PARKINGAGR NO. ________ LICENSE AGREEMENT [Orange Plaza Rotary Club Annual Car Show Parking] THIS LICENSE AGREEMENT (herein referred to as the "Agreement") is entered into this _____ day of _______________, 2025, by and between the CITY OF ORANGE, a municipal corporation ("City"), and ORANGE PLAZA ROTARY CLUB, a non-profit, public benefit corporation ("Licensee"), with reference to the following: A. City owns or controls public parking lots within the City of Orange, which is depicted on the map attached hereto as Exhibit A, and referred to herein as the “License areas”; and B. Licensee desires to obtain permission from the City to use the License areas to operate paid parking lots, in support of its fundraising efforts, selling spaces to patrons attending the annual Orange Plaza Rotary Club Car Show (“Car Show”); and C. The City finds and determines that Licensee’s use of the License areas 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. 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, firm or organization authorized in writing by the City. “Car Show Use Period” shall mean a one (1) day period in the calendar year during the term of this Agreement, commencing and ending on Sunday, April 13, 2025. 2. LICENSE. The City hereby grants to Licensee a license (“License”) to enter upon, occupy and use the License areas or any portion thereof during the Car Show Use Period for parking or storage of automobiles or other vehicles on all or a portion of the License areas by City officials, employees, Sub-Licensees, and/or members of the general public and for no other use or purpose. "Use" includes the preparation of the License areas for the Car Show and the clean-up and restoration of the License areas at the conclusion of the Car Show. The license to use the License areas granted to the Licensee hereunder shall only be for the operation of paid parking lots for patrons attending the Car Show. The Licensee shall have the right during the Car Show 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 areas or any portion thereof. 3. TERM AND REVOCATION. This Agreement and the License granted to Licensee hereunder shall be for the Car Show 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 reas on upon twenty-four (24) hours written notice. Upon the expiration Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A 11th March AGR-7818 2 of the Car Show 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 areas 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 areas and improvements thereon during the Car Show Use Period; (ii) to provide security as necessary; and (iii) to keep the License areas in a state of good and safe repair, and in a safe, clean and sanitary condition at all times during the Car Show 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 areas and any improvements thereon. C. The City assumes no responsibility whatsoever for the safe condition, security or maintenance of the License areas and improvements thereon, nor for the protection of persons and property thereon; all such responsibility shall be solely the Licensee's. 5. LICENSEE'S RESPONSIBILITIES. 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 Supervision. Each person entering the License areas 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. B. Charge for Parking. Licensee shall not charge in excess of ten ($10) dollars per parking stall or vehicle, as determined by Licensee. C. Compliance with the Law. Each person entering the License areas under this Agreement (i) shall comply with all applicable laws, ordinances and regulations; (ii) shall observe strict fire and smoking precautions; (iii) shall not light any fires; (iv) shall not carry any firearms onto the License areas; and (v) shall otherwise comply with any and all instructions and directions of the Licensee's authorized agents. D. Damage to 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 Representatives shall remove any property of any type from the License areas without the express prior written consent of the City. Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A 3 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 areas shall be placed, stored or used or allowed to be placed, stored or used on the License areas 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 areas 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 areas 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 areas and surrounding areas during the Car Show Use Period so that the License areas is maintained in a neat appearance before, during, and immediately following the Car Show. 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 the License areas 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 the License areas 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 resulting in any manner whatsoever, directly or indirectly, by reason of this License or the use or occupancy of the License areas by Licensee or any person claiming under it, including without limitation any Claims arising from injuries sustained resulting from the operation of the paid parking lots by Licensee. J. Insurance. Prior to any entry under this Agreement into the License areas 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 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. Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A 4 (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 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 City: City of Orange 300 E. Chapman Ave. Orange, CA 92866 Attn: City Manager To Licensee: Orange Plaza Rotary Club 300 South Flower Street Orange, CA 92868 Attn: Tracey Curtis 8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the 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. Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A EXHIBIT “A” MAP GENERALLY DEPICTING LICENSE AREAS: MAIN LIBRARY AND CITY HALL WEST Docusign Envelope ID: 341E9F92-966E-4B24-B09F-B75456226F1A