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HomeMy WebLinkAboutAGR-5618.E - ORANGE PUBLIC LIBRARY FOUNDATION - ORANGE INTERNATIONAL STREET FAIR PARKINGAGR NO. ________ LICENSE AGREEMENT [Orange International Street Fair Parking] THIS LICENSE AGREEMENT (the "Agreement") is entered into this _____ day of _______________, 2025, by and between the CITY OF ORANGE, a municipal corporation ("City"), and ORANGE PUBLIC LIBRARY FOUNDATION, a California 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. 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. “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 a paid parking lot for patrons attending the Street Fair. Except as otherwise provided herein, 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. Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 14th AGR-5618.E August 2 3. TERM; REVOCATION. This Agreement and the license granted to Licensee hereunder shall not exceed three (3) consecutive Street Fair Use Periods; provided, however, that either party may revoke this license, 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 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. No Charge for City-Issued Street Fair Parking Passes. (1) City Council Member Reserved Parking. Licensee shall reserve seven parking spaces for use of City Council Members in a location to be determined by the City, and such spaces shall be available at all times without charge to City Council Members upon presentation of a City-issued Street Fair Parking Pass. (2) Other City Staff Parking. On a space available basis, Licensee shall allow City staff who present a City-issued Street Fair Parking Pass to park without charge. Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 3 D. 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. E. 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 a License Area without the express prior written consent of the City. F. 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. G. 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. H. 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. I. 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 (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. J. 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 a paid parking lot by Licensee. Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 4 K. 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. (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 Public Library Foundation 407 E Chapman Ave. Orange, CA 92866 Attn: Lynn-Marie Frediani, Executive Director Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 5 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. 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. [Remainder of page intentionally left blank; signatures on next page] Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 6 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: Nathalie Adourian Senior Assistant City Attorney “LICENSEE” ORANGE PUBLIC LIBRARY FOUNDATION, a non-profit public benefit corporation Lynn-Marie Frediani, Executive Director √ Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 EXHIBIT "A" MAP GENERALLY DEPICTING LICENSE AREA [Behind this sheet.] Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114 Docusign Envelope ID: 1EDB25CB-0FBB-4414-893E-610410F92114