Loading...
HomeMy WebLinkAboutAGR-5795.C - ORANGE ELKS EMBLEM CLUB - ORANGE INTERNATIONAL STREET FAIR PARKINGAGR NO. ________ LICENSE AGREEMENT [Orange International Street Fair 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 the ORANGE ELKS EMBLEM 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 maps 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 paid parking lots, 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. NOW, THEREFORE, the parties hereto agree as follows: 1. DEFINITIONS. Unless otherwise defined in this Agreement, the following 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. “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 immediately 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 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 paid parking lots 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 Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 5795.C July22nd 2 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 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 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 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. 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 Area 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 Area; 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 Area without the express prior written consent of the City. Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 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 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 the 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 the 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 resulting 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 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 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 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: 509F9557-8506-413C-8986-98A780E651A3 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 Elks Emblem Club 211 E Chapman Ave Orange, CA 92866 Attn: Laurie Padilla 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: 509F9557-8506-413C-8986-98A780E651A3 5 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 OF ORANGE, a municipal corporation Thomas C. Kisela, City Manager ATTEST: Pamela Coleman, City Clerk APPROVED AS TO FORM: Wayne W. Winthers Interim City Attorney “LICENSEE” Orange Elks Emblem Club, a non-profit, public benefit corporation Laurie Padilla, President √ Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 Interim City Manager EXHIBIT "A" MAP GENERALLY DEPICTING LICENSE AREA – EAST ALMOND AVENUE LOT Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. City of Orange, its officers, officials, agents and employees 300 E Chapman AveOrange, CA 92866RE: Orange Emblem Club #418Event Name: Orange International Street Fair ParkingEvent Location: Grand St, Almond St, Center St Event Date: 08/29/2025 to 08/31/2025 NXTYCCQR37-00-GL Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 CITY OF ORANGE DIGITAL SIGNATURE AGREEMENT TRANSMITTAL AGREEMENT WITH: ____________________________________________________________________ CONTRACT ADMINISTRATOR: ___________________________ DEPT ________________ EXT _________ CITY MANAGER APPROVAL CITY COUNCIL APPROVAL COUNCIL MEETING DATE ATTACHMENTS INCLUDED For each person who needs to sign, you must provide the following information: VENDOR NAME TITLE EMAIL The Orange Elks Emblem Club Jack Morgan 2220 Laurie Padilla President theblondelab@gmail.com City Manager 4 Docusign Envelope ID: 509F9557-8506-413C-8986-98A780E651A3 Certificate Of Completion Envelope Id: 509F9557-8506-413C-8986-98A780E651A3 Status: Completed Subject: Complete with Docusign: License Agreement - Orange Elks Emblem Club OISF Parking.pdf, 7-15-25 C... Source Envelope: Document Pages: 11 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Lisa Tamburelli AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 300 E Chapman Ave Orange, CA 92866 ltamburelli@cityoforange.org IP Address: 67.52.190.252 Record Tracking Status: Original 7/24/2025 8:18:25 AM Holder: Lisa Tamburelli ltamburelli@cityoforange.org Location: DocuSign Signer Events Signature Timestamp Laurie Padilla theblondelab@gmail.com Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 76.95.176.152 Signed using mobile Sent: 7/24/2025 8:29:04 AM Viewed: 7/24/2025 8:42:09 AM Signed: 7/24/2025 8:44:18 AM Electronic Record and Signature Disclosure: Accepted: 7/24/2025 8:42:09 AM ID: 5cf72c0d-8720-4886-b659-7c485d12cbb8 Wayne W. Winthers wwinthers@cityoforange.org City Attorney City of Orange Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 67.52.190.252 Sent: 7/24/2025 8:44:20 AM Viewed: 7/24/2025 8:45:48 AM Signed: 7/24/2025 8:46:16 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Thomas C. Kisela tkisela@cityoforange.org City Manager City of Orange Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.52.190.252 Sent: 7/24/2025 8:46:18 AM Viewed: 7/24/2025 9:49:31 AM Signed: 7/24/2025 9:49:41 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Pamela Coleman Pcoleman@cityoforange.org City Clerk City of Orange Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 67.52.190.252 Sent: 7/24/2025 9:49:42 AM Resent: 8/5/2025 8:33:59 AM Viewed: 8/5/2025 8:42:05 AM Signed: 8/5/2025 8:44:26 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Signer Events Signature Timestamp Lisa Tamburelli ltamburelli@cityoforange.org Recreation Services Supervisor City of Orange Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.52.190.252 Sent: 8/5/2025 8:44:28 AM Viewed: 8/5/2025 3:12:19 PM Signed: 8/5/2025 3:14:32 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Jack Morgan jmorgan@cityoforange.org Security Level: Email, Account Authentication (None) Sent: 8/5/2025 3:14:34 PM Viewed: 8/5/2025 3:15:10 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/24/2025 8:29:04 AM Certified Delivered Security Checked 8/5/2025 3:12:19 PM Signing Complete Security Checked 8/5/2025 3:14:32 PM Completed Security Checked 8/5/2025 3:14:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Orange (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/27/2023 10:00:28 AM Parties agreed to: Laurie Padilla Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Orange: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: pcoleman@cityoforange.org To advise City of Orange of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at pcoleman@cityoforange.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Orange To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to pcoleman@cityoforange.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Orange To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to pcoleman@cityoforange.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Orange as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Orange during the course of your relationship with City of Orange.