Attachment_Sample_License_Agmt_(2).pdf

Contract No. ____ (CCS)

LICENSE AGREEMENT

This License Agreement is made and entered into as of _______________ (“Execution Date”), by and between the CITY OF SANTA MONICA, a California municipal corporation (“City”), and the ___________ (“Licensee”).

RECITALS

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. City and Licensee seek to enter into this License Agreement for Licensee to use the License Area to present the __________________ (“Event”) in the City of Santa Monica under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants and agreements contained herein, City hereby grants to Licensee a license (“License”) to enter upon and occupy the real property described below upon the following terms and conditions:

1. LICENSE AREA

1.1 Definition of License Area

During the License Term (as defined in Section 2.1), Licensee shall be entitled to enter upon and occupy the following premises (collectively “License Area”):

The portion of the property marked on the map attached hereto as Exhibit A and consisting of approximately _____ square feet of the north west portion of the beach parking lot located at 1550 Pacific Coast Highway, Santa Monica, California (“Portion of the 1550 Lot”), which is owned by the State of California and operated by the City of Santa Monica;

The Portion of the 1550 Lot shall be referred as “Performance Site.” It is expressly understood that the Performance Site does not include any of the parking spaces adjacent to such Performance Site located at the beach parking lot at 1550 Lot, the bike path, the pedestrian path referred to as Ocean Front Walk, or any other portion of the City owned or operated property that is not specifically marked as “License Area” on Exhibit A.

1.2 “AS IS”

City shall deliver the License Area to Licensee “AS IS” and makes no representations or warranties, express or implied, as to the suitability of the License Area for Licensee’s intended use and occupancy. During the rains, the 1550 Lot has in the past been subject to floods and the Licensee accepts the License Area “AS IS”.

2. LICENSE TERM

2.1 License Term

Subject to Section 2.2, and 2.3., the term of this License shall commence as of the Execution Date and shall terminate at midnight on _____ (“License Term”), unless terminated by the parties earlier pursuant hereto.

2.2 202_ Occupation Period of the Performance Site

During the License Term, Licensee shall only use and occupy the Performance Site from _______ to _____ (“Performance Site Occupation Period”) in accordance with the following:

A. Set Up Period. The Set Up Period shall commence on _____ and shall continue up through and including ____ (“Set Up Period”).

B. Performance Period. The Performance Period shall commence on, _______ and extend up through and including _______ (“Performance Period”); and

C. Period for Move-Out and Restoration. The Period for Move Out and Restoration shall commence on _____ and extend through and including _____ (“Period for Move-Out and Restoration”). Licensee may utilize all aforementioned areas as shown on Exhibit A during the Performance Site Occupation Period, through ______. Should any areas shown in Exhibit A become available prior to _________, Licensee shall notify Licensor of any parking that may become available prior to _________.

D. Light Poles and Delineator Restoration: City acknowledges and agrees that

Licensee will have access to the crossed hatched portion of the Site set forth in Exhibit A until _______ for the purpose of reinstalling up to __ (__) light poles and approximately ___ delineators.

3. USE OF LICENSE AREA

3.1 Permitted Use

3.1.1 Portion of the 1550 Lot Permitted Use

The Portion of the 1550 Lot shall be used and occupied by Licensee throughout the Performance Site Occupation Period solely for the permitted uses of ____________ show and other ancillary activities related thereto (including charging admission therefore), including, without limitation, the following:

A. Necessary preparation and installation of Licensee’s equipment on the Portion of the 1550 Lot for the presentation of a stage performance, including the erection of tents, signs, fences, generators, lighting, portable restrooms. Licensee shall be entitled to make, at its own cost and expense, reasonable work and modifications to the Portion of the 1550 Lot which may be required from time to time, including to drill holes into the Portion of the 1550 Lot as required for the erection of a tent; and

B. The installation of support vehicles for use by the staff of the Licensee in accordance with the Staging Plan defined in Section 3.2, below, including, sanitary vans, and kitchen facilities, and shall be subject to Section 3.3, below.

C. The operation of concessions stands for the sale and consumption of food and nonalcoholic beverages and alcoholic beverages during the performance and for the sale of merchandising products of the Licensee or related to the Licensee as approved in advance by City which approval shall not be unreasonably withheld. Licensee agrees that the concessions, merchandise or services provided will be limited to within the Portion of the 1550 Lot.

D. The holding of promotional events by Licensee or its sponsors, including to sell, use or display any goods or products on the Portion of the 1550 Lot and to grant to third parties the exclusive right to sell, use or display any goods or products on the Portion of the 1550 Lot.

Licensee shall, at all times and without restriction, have the right to promote, advertise and display anywhere on the Portion of the 1550 Lot during the Performance Site Occupation Period:

(i) the goods and products and the name and logo of any third party with whom Licensee has entered into any agreement relating to the sale and use of such products by Licensee on or from the Portion of the 1550 Lot; (ii) the goods and products and the name and logo of any sponsor of the Show; and (iii) the name and logo of any charity organization with which Licensee is associated. The list of sponsors for 202_ is attached hereto as Exhibit C, and may be amended at Licensee’s sole discretion, until _______. The list of sponsors for 202_ shall be submitted sixty days prior to the first day of the Occupation Period and may be amended at Licensee’s sole discretion until the first day of the Occupation Period.

3.2 Regulatory Approvals

Prior to the commencement of the Term, and Occupation Period, Licensee shall apply for and have received all necessary approvals to install and to operate the License Area as set forth in the License Agreement.

3.3 Repair and Restoration of the License Area.

Licensee shall be obligated to repair and restore the License Area and return such premises to City in the same condition in which it was prior to commencement of the Term and Occupation Period, in a manner reasonably satisfactory to the City, except for normal wear and tear and any destruction occasioned by an event of force majeure. This includes, but is not limited to, repair the Portion of the 1550 Lot and repair or replacement of damaged wheel stops, lot signs, spike strips, delineators and light poles. Licensee shall obtain a list of approved vendors for parking lot repairs and the standard requirements for restoration of the parking lot from the Parking Operations Division. All completed repairs must be approved by the Parking Operations Division before clean-up/damage deposit can be refunded.

Four large drains located in the northwest portion of the Portion of the 1550 Lot must remain unobstructed and uncovered at all times. In the event of any flooding caused in the

Portion of the 1550 Lot by of Licensee or its employees upon during the Performance Site Occupation Period, Licensee shall be responsible, at its sole cost and expense, for the pumping and water removal.

3.4 Parking and Traffic Management Plan

Licensee must submit a Parking and Traffic Management Plan (“Parking and Traffic Management Plan”) prior to the commencement of the Term and each subsequent Occupation Period for the City’s review and approval which shall not be unreasonably withheld. The Parking and Traffic Management Plan shall include the requirements set forth in this Agreement.

3.5 Designated Representative

Licensee agrees to provide a designated representative to address any complaints by guests, neighbors or other members of the public. Such designated representative shall be available by cell-phone, and Licensee shall use best commercial efforts to make such cell-phone number available to the guests, neighbors, members of the public, and the City.

3.6 Advertising

A. The Licensee is permitted to use the name “the City of Santa Monica” and the “Santa Monica Pier” only for reference purposes when referring to the location of the Licensee’s Show in any and all communications and advertising or promotional materials or publications (collectively, the “Advertising”), with the prior approval of the City, which shall not be unreasonably withheld. Licensee may, from time to time, submit to the City for preapproval, a representative group of such Advertising. The City shall approve or disprove such Advertising within ten (10) days of receipt. Once approved, such Advertising may thereafter be used by Licensee without the need for further approval. In the event that City fails to approve or disapprove such Advertising in such delay, the approval shall be deemed granted. Licensee shall not be permitted to use the City’s name, images, or marks for any other purpose or use.

Unless required by Law, City shall not use the name, trademarks or any other intellectual property of Licensee in any advertising, promotional materials or for any other reason, without Licensee’s prior written consent, which consent may be withheld at Licensee’s sole discretion.

B. Licensee shall be entitled to erect, at its own cost and expense, signs and banners on the License Area subject to the prior approval of the City and subject to the regulations of the City of Santa Monica. Licensee shall bear the cost of the installation, repair, maintenance, and removal of any such sign and banner.

4. LICENSE FEE

4.1 Amount of License Fee

4.1.1 License Fee

The Licensee shall pay, and City agrees to accept, a License Fee for the License Area consisting of (i) the sum of ________ Dollars ($___,___) including all applicable taxes (“License Fee”) for use of the License Area; and (ii) the Other Costs in accordance with Section 4.2.

The full amount of the License Fee shall be payable on ________.

4.2 Other Costs.

“Other Costs” shall mean and refer to but not limited to the following costs:

4.2.1 The costs related to the Parking and Traffic Management plan charged by the Police department, the Fire prevention service, barricade rental, interior parking lot directional signage. Such costs shall be paid directly to the third parties involved. An estimate of such costs is attached hereto in Exhibit D. The City shall update the estimate of such costs for the 202_ Occupation Period by ______.

4.2.2 The costs approved by Licensee and charged by the City for the services rendered, at the Licensee’s request, by the following departments of City: and Public Works, Community Development Department, and Community Services Departments and all other applicable departments of the City as set forth in the List of Other Costs attached hereto as Exhibit D and incorporated herein by reference for all services performed by City staff for the Licensee, including, but not limited to, water and sewer hookups, parking lot staffing and cleaning, electrical hook-ups, refuse dumpster rentals, refuse pick-up, plan review and business license.

4.2.4 Licensee shall provide, at its own expense, shuttle buses which will be operated in accordance with the approved schedule detailed in the Parking and Traffic Management Plan. The shuttle buses shall operate between the Civic Center Parking Structure, the 2030 South Beach parking lot and 1550 lot. The costs related to the shuttle buses services shall be paid directly by Licensee to the third parties involved.

4.3 Security Deposit

Upon the execution of this License Agreement, Licensee shall furnish City with a security deposit in the amount of _______ ($_____). In the event that Licensee fails to perform any of its obligations pursuant to this License Agreement after City having notified Licensee in writing of this breach and after Licensee having failed to cure such breach in a reasonable timeframe, the security deposit may be used by City for the following: (i) to cover reasonable costs for the restoration of the License Area in accordance with the provisions of the License Agreement; or (ii) to cover reasonable costs incurred by City arising directly from a breach by Licensee of the performance of any obligations of the License Agreement (collectively “Breach Costs”). City shall then be entitled to deduct the Breach Costs of the restoration, performance or cure from the security deposit.

City shall return to Licensee the security deposit, or its balance, as applicable, within thirty (30) business days after the conclusion of the License Term or after failure to obtain necessary approvals, permits and licenses described in Section 8.2, below. In the event that the Breach Costs are greater than the amount of the security deposit, City shall submit an invoice for such costs to Licensee and Licensee shall be required to pay City’s invoice within fourteen (14) business days upon receipt of such invoice by City.

5. NEIGHBORHOOD IMPACTS, COMMUNITY OUTREACH, MARKETING,

AND PROMOTION.

Licensee agrees to fund the preparation and mailing of neighborhood notifications, which will be mailed to parking lot neighbors at least two weeks in advance of the event. The notice will include a brief description of event, date and time, name of a contact person, and a means for reaching the person during the event in case there is a problem. Licensee will contact Community Recreation by email at communityevents@smgov to coordinate preparation of neighborhood notification and payment of $198.49 notification fee.

6. INTENTIONALLY OMITTED

7. INSURANCE

Prior to commencing occupancy of the License Area, Licensee shall procure and maintain at Licensee’s own cost and expense for the duration of the License Term insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee’s possession, occupancy, operation, and use of the License Area by Licensee, its directors, officers, agents, representatives, employees, contractors, subcontractors, guests, customers, and invitees. Licensee must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit E, Insurance Requirements and Verifications.

8. PERMITS, LICENSES AND APPROVALS.

8.1 Licensee Obligation

Licensee shall obtain and maintain, at its own cost and expense, all necessary permits, approvals, and licenses required for its occupation of the License Area and the conduct of the permitted uses.

8.2 Receipt of Necessary Approvals

Receipt of all necessary approvals, permits, and licenses is a condition precedent for the exercise of this License. In the event that the required permits, licenses or approvals from any governmental entities having jurisdiction of the License Area or Licensee’s use of the License

Area cannot be obtained, this License will have no force and effect. A list of required approvals and permits is hereto attached as Exhibit F.

9. COMPLIANCE

Licensee shall, at its own cost and expense, comply with the requirements of any applicable law, statute, ordinance, rule, regulation or order of any regulatory agency with respect to its use and occupation of the License Area, including any County of Los Angeles Department of Public Health guidelines pertaining to COVID-19, and with each provision and requirement of any insurance policy to be maintained by Licensee pursuant to this License. Licensee shall not use nor permit the use of the License Area for any illegal purpose.

10. LIENS

Licensee shall not create or permit to be created any lien, encumbrance or charge against the License Area and shall, at its own cost and expense, cause the same to be canceled within ten

(10) days after receipt of a notice of the filing of any lien against the License Area arising out of the use of the License Area by Licensee created, permitted or created by the Licensee. In the event that City creates or permits to be created any lien, encumbrance or charge against the License Area, City shall obtain a commitment from the beneficiary of such lien, encumbrance or charge not to exercise any of its rights on Licensee’s equipment and property.

11. FILM PERMITS

In the event that Licensee wishes to videotape and/or film on the License Area, Licensee shall comply with all applicable regulations of the City of Santa Monica regarding film permits.

12. CITY’S ACCESS TO THE LICENSE AREA

City shall have the right to enter the License Area during the License Term but shall not materially interfere with the filming or broadcast of the ____________ program.

13. DEFAULT AND REMEDIES

13.1 Default by Licensee

Each of the following events shall be an Event of Default and breach of the License by Licensee:

A. Failure to pay License Fees:

B. Violation of any applicable law, regulation or ordinance which is not remedied immediately or no later than three (3) calendar days from notice of violation or in any other delay prescribed by the competent authority;

C. Utilizing the License Area in a manner not authorized pursuant to the License Agreement;

D. Attempting to assign this License in any manner;

E. Failure to comply with any other nonmonetary obligations and this default is not remedied within fifteen (15) calendar days after written notice is given by City specifying such default and action required to remedy such default; and/or

F. Filing any petition for bankruptcy or making any assignment for the benefit of its creditors.

13.2 Remedies for Breach

In the event of any Event of Default and breach of the License, which Event of Default and breach is not remedied within fifteen (15) calendar days after written notice is given by the non-breaching party specifying such default and action required to remedy same (except where a shorter cure period is expressly provided above or if such default or breach cannot be cured), the non-breaching party shall be entitled to terminate the License Agreement in its entirety, and to damages in accordance with applicable law.

In no event shall City have the right to injunctive or other equitable relief against

Licensee or the Event and related programming and the distribution, production and/or exploitation thereof. City hereby waives the right to seek injunctive and other equitable relief against Licensee or the Event and related programming and the distribution, production and/or exploitation thereof.

13.3 Remedies for Non-Performance

The remedies for nonperformance shall be as follows:

A. Nonperformance due to lack of regulatory approval by third parties. If the nonperformance is due to the failure to obtain necessary approvals, permits and licenses, City shall refund any License fee paid by Licensee required by this Agreement after failure to obtain lack of regulatory approval, above.

B. Nonperformance due to Force Majeure. If the nonperformance is for reasons: (a) not existing prior to or as of the Execution Date of this License; (b) not reasonably foreseeable;

and (c) beyond the control of Licensee or City, including act or regulation of any public authority, military authority, war conditions or emergencies, civil tumult, riot, strike, natural calamities, epidemic, pandemic, lockdown, earthquakes, floods, epidemic, delay, cessation or interference with transportation services, interruption or cessation by illness or accident to a substantial number of Licensee’s performers (“Force Majeure Occurrence”), it is understood and agreed that there shall be no claim for damages resulting from such inability to pay any License Fee due hereunder or to obtain permits, licenses or approvals or such condition rendering performances of the parties obligations impossible or unfeasible by any party to this License.

C. COVID-19. The spread of COVID-19 is and will be well known to the parties at the time that parties execute this License and therefore is not a “Force Majeure Occurrence”. By executing this License, Licensee understands and agrees that Section 13.3 shall not excuse Permittee from prompt payment of fees as specified in this License, or entitle License to a refund of fees, including deposit and License Fee, paid to City under this License where cancellation of the Event results from an event or condition arising out of or resulting from exposure, infection, and/or spread of COVID-19 and such event or condition does not involve an action or order of federal, state, or local authorities mandating the closure of the License Area, or portion of the License Area, or prohibit Licensee’s use of the License Area or portion of the License Area on the dates of the Performance Periods. Nor does Section 13.3 excuse Licensee from prompt payment of fees as specified in this Licensee where an action or order of federal, state, or local authorities reduces the number of persons that can attend the Event, imposes restrictions related to participation in the Event, or imposes restrictions on the activities that can be conducted on the License Area to mitigate the spread of COVID-19. Should an action or order of a federal, state, or local authority mandate the closure of the License Area, or portion of the License Area, or prohibit Licensee’s use of the License Area, or portion of the License Area, on the Performance Periods, Permittee shall notify the City in writing and cite to the government action or order that will not permit Licensee to use the License Area, or portion of the License Area, on the dates of the Performance Periods and may request reimbursement of the License Fee. The City shall reimburse to Licensee the Licensee Fee within thirty (30) days of Licensee’s reimbursement request provided that the City verifies that the government action or order identified in Licensee’s reimbursement request meets the criteria specified herein to entitle Licensee to a reimbursement of the License Fee.

14. INDEMNIFICATION

Licensee shall indemnify, protect, hold harmless, and defend City, including, but not limited to, the City of Santa Monica, the City Council, the Santa Monica Pier Corporation, boards and commissions of the City of Santa Monica, its officers, agents, employees, volunteers (collectively “the City Indemnitees”), from and against any and all demands, claims, actions, suits, judgments, damages, liability, cost and expense, including, but not limited to reasonable attorneys’ and other professional fees or the value of any legal services received, arising directly or indirectly from or in any way related to the following: (i) the possession, occupancy, use, or enjoyment of the License Area and adjacent parking lots by Licensee or any officer, agent, contractor, employee, customer, guest or invitee thereof, (ii) Licensee’s business, activities, operations, services or work conducted in, on or about the License Area, harbor area, parking lots or Pier area; (iii) any breach or default in the performance of any obligation on Licensee’s part to be performed under the terms of this License; (iv) any negligent or wrongful act or omission of Licensee, any officer, director, agent, contractor, employee, customer, guest or invitee of Licensee; and (v) furnishing or supplying any work, services, materials, equipment or supplies by any persons, firms, corporations or other entities in, on or about the License Area.

Licensee’s obligation to indemnify, defend and hold harmless shall exist regardless of the active or passive negligence of the City Indemnitees; however, Licensee shall have no obligation to indemnify, protect, defend or hold harmless where the claim arises from the sole and active negligence or willful misconduct of the City Indemnitees.

This provision shall survive the termination or expiration of this License Agreement.

15. NO SUBLEASE OR ASSIGNMENT PERMITTED

This License is personal to Licensee and Licensee shall have no right to assign or transfer this License to any other third party without the express written approval of City which approval is subject to City’s sole and absolute discretion.

16. ENVIRONMENTAL MATTERS

Licensee covenants and agrees that Licensee, its employees, agents, contractors and other third parties entering upon the License Area at the request or invitation of Licensee shall not bring onto, maintain upon, generate, use, store, dispose of or release or discharge in or about the License Area or any adjacent area, any hazardous or toxic substances or hazardous waste (collectively, “hazardous materials”) and shall comply with Environmental Law(s) as defined herein in connection with the use of the License Area. Licensee agrees to bear all responsibility and liability for such hazardous materials.

The term “Environmental Law(s)” refers, without limitation, to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C.

Sections 9601-9675), the Resource Conservation and Recovery Act, as amended (42 U.S.C.

Section s 6901-6992k), the Hazardous Materials Transportation Act, as amended (49 U.S.C.

Section 1801 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Sections 1251-1307), the Clean Air Act, as amended, (15 U.S.C. Sections 2601-2692), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (Title X) (15 U.S.C. Sections 2681-2692 and also 42 U.S.C. Sections 48991-4856), the Lead Based Pain Poisoning Prevention Act (42 U.S.C.

Sections 4821-4846), the Indoor Radon Abatement Act (15 U.S.C. Sections 2661-2671), and the Safe Drinking Water Act Amendments of 1996, Pub. L. No. 104-182, 110 Stat.1613 (1996), and all similar federal, state or local laws, statutes, regulations and ordinances.

If Licensee breaches any of the obligations stated in this Agreement, Licensee shall be obligated, at Licensee’s sole cost, to clean-up and remove all hazardous materials or contaminants introduced by Licensee or any person or entity for whom Licensee is responsible, and to indemnify the City pursuant to this Agreement. Such clean-up and removal shall include all testing and investigation required by any governmental authorities having jurisdiction, and preparation and implementation of any remedial action plan required by any governmental authorities having jurisdiction. All such clean-up and removal activities of Licensee shall, in each instance, be conducted to the satisfaction of City and all governmental authorities having jurisdiction. City shall have the right to enter and inspect the License Area for violations Licensee’s covenants herein.

17. APPROVAL AND NOTICES

Unless otherwise set forth herein, any approval, disapproval, demand, document or other notice or communication permitted or required to be given hereunder shall be in writing, and shall be served personally or by U.S. mail (return receipt requested, postage prepaid), or by fax.

Notices shall be deemed given only upon receipt by the party to whom directed and shall be delivered to the parties at the addresses set forth below.

To City: Director of Community Development for the City of Santa Monica 1685 Main Street, Room 212 Santa Monica, California 90401 Telephone Number: (310) 458-8341

With a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: Deputy City Attorney, Isabel Birrueta Telephone Number: (310) 458-8336 Fax Number: (310) 395-6727

To Licensee:

With a copy to:

Notice of change of address shall be given by written notice in the manner detailed in this

Section.

18. MISCELLANEOUS PROVISIONS

18.1 Venue

For any dispute arising from this Agreement, the parties consent to jurisdiction and venue in either Los Angeles Superior Court, West District, or the United States District Court for the Central District of California.

18.2 Independent Contractors

City is and shall remain at all times an independent contractor and shall not be and shall not represent itself to be the agent, joint venturer, partner or employee of Licensee or to be related to Licensee other than as an independent contractor. No representation shall be made nor act done by City which could establish any apparent relationship of agency, joint venture, partnership or employment with Licensee, and Licensee shall not be bound in any manner whatsoever by any agreement, guarantee or representation made by City to any person or by any action of City.

18.3 Governing Law

This License shall be construed by and governed in accordance with the laws of the State of California.

18.4 Captions

Titles and captions are inserted for convenience only and shall not define, limit or construe in any way the scope or intent of the License.

18.5 No Waiver

A waiver by either party of a breach of any of the covenants, conditions or agreements under this License to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreement, restrictions or conditions of this License.

18.6 Severability

If any term, provision, condition, or covenant of this License or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this License, or the application of the term, provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

18.7 Entire Agreement

This License contains the entire understanding between the parties relating to the transaction contemplated by this License. All prior or contemporaneous agreements, understandings, representations and statements, whether direct or indirect, oral or written, are merged into and superseded by this License, and shall be of no further force or effect.

18.8 Counterparts

This License may be signed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute a single instrument. Both parties need not execute the same counterparts, and a binding agreement shall result when each party shall have executed one or more counterparts and each party shall deliver to the other party a counterpart executed by the delivering party.

18.9 Attorneys’ and Other Fees

Should either party institute any action or proceeding to enforce or interpret this License or any provision hereof, to prevent the breach or continued breach hereof, for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including actual attorneys’ and other fees, incurred by the prevailing party in connection with such action or proceeding. The term “attorneys’ and other fees” shall mean and include attorneys’ fees, accountants’ fees, expert witness fees, and any and all other similar fees incurred in connection with the action or proceeding and perorations therefor. The term “action or proceeding” shall mean and include actions, suits, arbitrations, appeals and other similar proceedings.

18.10 Exhibits

The following exhibits are incorporated herein as a term of this Agreement.

Exhibit A License Area Map Exhibit B Schedule and Program Exhibit C List of Sponsors Exhibit D Estimate of Other Costs Exhibit E Insurance Requirements and Verifications Exhibit F List of Approvals and Permits

IN WITNESS WHEREOF, this License Agreement has been duly executed as of the day and year first above written.

LICENSOR:

CITY OF SANTA MONICA

ATTEST: a municipal corporation

______________________________ By: _____________________________

DENISE ANDERSON-WARREN

City Clerk City Manager

APPROVED AS TO FORM:

City Attorney

LICENSEE:

By: _______________________________

EXHIBIT A

LICENSE AREA

EXHIBIT D

ESTIMATE OF OTHER COSTS*

BUILDING AND SAFETY:

Single Trade Permit may be required (includes inspection during regular hours 8am – 4pm. After-hours inspection will be charged an additional fee.). For more information visit:

https://finance.smgov.net/Media/Default/fees/Planning%20and%20Community%20Deve lopment.pdf

BUSINESS LICENSE:

Supply and Service providers (e.g., caterer, valet, rental, etc.) are required to obtain a Santa Monica business license. Retail vendors and exhibitors at permitted events are exempt from having to obtain a Santa Monica business license.

For information related to the business license process, please contact the Business License office at 310-458-8745 or visit www.smgov.net/businesslicense

FACILITIES MANAGEMENT:

Carpenter, Electrician, HVAC Technician, Painter, Plumber, and Facilities Supervisor shall be $70/hour for regular time and $100/hour for after-hours work (3 hour minimum)

FIRE:

Administrative costs for Fire personnel is actual costs per hour.

Tent/Canopy Permit - $228.98 to $332.55 depending on size of tent/canopy.

Over 5,000 sq. ft. - 0.0872 per sq. ft.

Candles/Open Flame Permit - $65.54 LPG/Propane Permit - $358.85 For more information visit: https://finance.smgov.net/Media/Default/fees/Fire.pdf

NEIGHBOR NOTIFICATION FEE:

The Community Events Office will mail out notices to residents and businesses within 500 feet of a Category 1 event if there will be 1) amplified sound (other than brief, intermittent announcements) or live music outdoors or in a tent and/or 2) if the event requires a street closure(s).

Events at fixed venues - $198.48 Events extending beyond a fixed venue (e.g., races) - .68 per piece

PLANNING AND ZONING:

Temporary Use Permit (TUP) - $991.28; $425.05 for a re-occurring event.

TUP may be required for events on private space. For more information visit:

https://finance.smgov.net/Media/Default/fees/Community%20Development.pdf

POLICE:

The number of police officers required for security, crowd control, traffic management, etc., to be determined by the Police Operations Division.

Police billable services are actual costs per hour.

Police vehicle (car) - $94.43per day Motorcycle - $62.95 per day Police Horse - $31.47 per day Rescue boat - $251.83for 4-hr minimum; $31.45 for each additional hour For more information visit: https://finance.smgov.net/Media/Default/fees/Police.pdf

RESOURCE RECOVERY AND RECYCLING:

Recycling bins, carts and dumping services are available for rent. Trash and food bins, carts and servicing are also available for rent.

Refundable Integrated Waste Management fee of $0 to $1500 (depending on number of attendees and type of waste). Request for refund must be made in writing.

For more information on container sizes and pricing visit:

https://finance.smgov.net/Media/Default/fees/Public%20Works.pdf

TRANSPORTATION ENGINEERING GROUP:

Metered Parking Space Reservation – posted rate of the meter Temporary “No Parking” signs - $6.00 each

Event organizer is responsible for 1) submitting a list with the meter number for each parking space requested, 2) placing the “No Parking” signs on each meter 24 hours in advance of the event, and 3) removing the signs promptly after the event. There is a $207.95 charge per sign that is not removed.

More information on how to obtain Temporary No Parking signs is located here:

http://www.smgov.net/Departments/PCD/Permits/Temporary-No-Parking-Signs/

Guidelines for the posting of Temporary No Parking signs can be found here:

https://www.smgov.net/uploadedFiles/Departments/PCD/Applications- Forms/TNP_Posting_Guidelines.pdf

In addition to Temporary No Parking signs, an Oversize Load Permit may be required for large vehicles.

Temporary No Parking Sign Issuance - $74.75 One-Day Valet Permit - $768.29 Traffic Control Plan Review – Base Fee First two reviews, per page $320.11 Third and subsequent reviews, per page $338.63 https://finance.smgov.net/Media/Default/fees/Department%20of%20Transportation.pdf

Bike Racks - $343.03 Block Parties - $65.65 Permit – Auto Park - $289.33 Event Permit: Parking Specialist - $289.48 Event Permit: Parking Administrator - $275.31 Event Permit: Traffic Engineer - $342.84

[due to budget cuts bike valet services are no longer offered] For more information visit:

https://finance.smgov.net/Media/Default/fees/Department%20of%20Transportation.pdf

*Fees subject to change. Contact individual departments for updated fee schedules.

EXHIBIT E

INSURANCE REQUIREMENTS AND VERIFICATIONS

Prior to commencing occupancy of the License Area, Licensee shall procure and maintain at Licensee’s own cost and expense for the duration of the License Term insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee’s possession, occupancy, operation, and use of the License Area by Licensee, its directors, officers, agents, representatives, employees, contractors, subcontractors, guests, customers, and invitees.

A. Minimum Scope of Insurance

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering GCL on an “occurrence” basis, including products-completed operations and personal & advertising injury, with limits of no less than $1,000,000 per occurrence. Said policy shall be endorsed to provide for liquor liability, if liquor is provided or sold.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering

Code 1 (any auto), or if the Licensee has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation and Employer’s Liability: Worker’s

Compensation Insurance as required by the State of California and Employer’s Liability with limits of no less than $1,000,000 per accident for bodily injury or disease.

If the Licensee maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

B. Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:

(a). Additional Insured Status (CGL policy only): The City of Santa

Monica, its officers, officials, employees and volunteers are to be covered as additional insured’s on the CGL policy with respect to liability arising out the , occupancy, operation and use of the License Area licensed to the Licensee. The additional insured status can be provided in the form of an endorsement at least as broad as Insurance Services Office Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

(b) Primary Coverage (all policies): For any claims indemnified by this agreement, the Licensee’s insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the

City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Licensee’s insurance and shall not contribute with it.

(c) Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled, except after 30 days prior written notice (10 days for non-payment) has been given to the City of Santa Monica.

(d) Waiver of Subrogation (all policies): Licensee hereby grants to the

City of Santa Monica a waiver of any right of subrogation which any insurer of said Licensee may acquire against the City of Santa Monica by virtue of payment of any loss. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Licensee, its employees, agents and subcontractors under this License.

C. Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica.

D. Acceptability of Insurers

Insurance is to be placed with insurers with a current a current A.M. Best rating of no less than A:VII, E. Verification of Coverage

Licensee shall furnish the City of Santa Monica with original certificates and amendatory endorsements providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Licensee’s obligation to provide them. In the event of a lawsuit, the City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

F. Subcontractors

Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

EXHIBIT F

LIST OF APPROVALS AND PERMITS

Contact the Santa Monica Business License Office business.license@smgov.net (310‐458‐ 8745) to arrange for submittal of a list of expected supply/service providers (promoter, caterer, rental companies, valet, security etc.) with a copy to this office. Be sure to mention that you are associated with a special event. Each of your supply/service providers must obtain a Santa Monica business license. Individual retail vendors at permitted events are exempt from having to obtain a Santa Monica business license.

PARKING OFFICE

Contact Robin “Tanza” Greenwood, Parking Operations (robin.greenwood@smgov.net, to make arrangements to have event area cordoned off in advance of event. The City does not provide for free or reduced rate parking. All standard rates apply.

Overnight security required.

Bike path must not be obstructed at any time.

Obtain the following from the Parking Office: 1) a list of approved vendors for parking lot repairs; and 2) the standard requirements for restoration of the parking lot. Note:

Transportation Management must approve all completed repairs before clean‐up/damage deposit can be refunded.

FIRE DEPARTMENT

Contact Santa Monica Fire Prevention at smfireprevention@smgov.net or (310‐458‐8915), to: 1) submit a detailed site plan including the exit plans for set up in the parking lot for final capacity approval, and showing location/sizes of all fixtures and temporary structures. Site plan must include a security plan as well. All fixtures and temporary structures must be set up to allow ample pedestrian and a 20‐foot emergency vehicle clearance at all times; 2) determine if there is a need to hire a fire safety officer; 3) apply for a tent/canopy permit;

and 4) have cooking/open flame plans approved.

The Office of the Fire Marshall has final determination of occupant load approval for your event based not only on layout, but also based on event type and activities. Any event may be closed or shutdown to additional occupants if conditions exist that do not allow for safety of the occupants due to overcrowding or other similar factors that would elicit unsafe conditions for public safety and the occupants within.

POLICE DEPARTMENT

Contact Sgt. Derek Leone , Police Department Derek.Leone@santamonica.gov (310‐458‐

8478), to: 1) have security/crowd control plans approved; and 2) if required, make arrangements to hire Santa Monica police officers. If required to hire officers, you will be provided with an “estimate of cost” form that will need to be returned to Police Department within 10 days of receipt. Failure to do so may delay or forfeit your Event Permit.

BUILDING & SAFETY –COMMUNITY DEVELOPMENT DEPARTMENT

Contact Building and Safety via City’s 311 system or schedule a public counter appointment to visit a plan check engineer at https://checkin.smgov.net All permit applications are only accepted online via City’s Electronic Plan Review system.

o If your project is eligible for counter review and approval there are two options to submit.

Submit for Virtual Same‐Day Review process. Please visit following URL for more information and to find a link to schedule an appointment with our plan review staff; or

Schedule an appointment to come into public counter to obtain reviews and approval at https://checkin.smgov.net/ o If your project is not eligible for counter approval and requires plan review then you must submit your project to the City's Electronic Plan Review system at:

https://www.smgov.net/Departments/PCD/Permits/Plan-Review/Electronic-Plan-Review/

DEPARTMENT OF TRANSPORTATION

� Arrange for parking meter reservations at the Station E Counter in City Hall (310-458- 8291).

� If your project requires vehicular or bike lane closures on one of the City’s “Streets of Significance”, a Temporary Traffic Control Plan (TTCP) will be required. The City’s “Streets of Significance” list, as well as TTCP preparation and submittal requirements, are available on the City’s website here. TTCPs must be submitted for review using the City’s Electronic Plan Review (EPR) system (details and submittal instructions are at the link provided). Note that it can take several months to obtain approval of a TTCP, so you are encouraged to start this process early. If you have questions on whether your project will require a TTCP or on the submittal requirements, email traffic.engineering@santamonica.gov.

� Obtain a One-Day Temporary On-Street Valet Permit for your event. The application form is available on the City’s website here. Submit the completed application to traffic.engineering@santamonica.gov for processing. Valet Company must provide proof of garagekeeper’s legal liability insurance in the amount of $1,000,000 per occurrence. See insurance paragraph at the end of this letter for specific requirements; and 2) have parking/traffic circulation plan approved.

RESOURCE, RECOVERY & RECYCLING

Contact Resource Recovery and Recycling by email at: r3permittedevents@smgov.net to:

1) have clean‐up/recycling plans approved; and 2) if needed, make arrangements to use the City’s available services.

COMPLIANCE WITH SIGNAGE ORDINANCE –Temporary non‐permanent signs may be installed that identify or pertain to the community event within the event site. At the 1550 Beach Parking Lot, signs that identify or pertain to the event may have the logo of a commercial sponsor or vendor, but the logo may not exceed 30% of the sign area. Signs must be internally oriented to the extent possible. The logo of a tobacco sponsor is prohibited.

Submit a detailed signage plan as soon as possible. Plan must include a description of the sign including size, material, text, exact location, and method of installation. Signage will not be permitted if signage plan is not approved.

PUBLIC FACILITIES SERVICES

Contact Shidan Adlparvar (310 434‐2603) or Tad Banach (310 458‐2181) to make arrangements to use the electrical service in the 1550 lot. Parking lot lights service is under the City’s Streets Division. Contact Sylvester Mabry (310 458‐85025) or Allen Issagholian (310 458‐8502) to make arrangements regarding use of the parking lot lights in the 1550 lot.

FILM PERMIT

The City of Santa Monica contracts with the FilmLA to coordinate film permits. All filming inquiries and film permit applications should be submitted to FilmLA through their Online Permit System at filmla.com at least 5 business days before the first day of filming. To start your process, please contact FilmLA's Production Planning Department at 213‐977‐8600.

LOS ANGELES COUNTY

Contact Los Angeles County Lifeguards LS200@fire.lacounty.gov (310‐394‐3261) for your event.

FOOD AND BEVERAGE

If you plan to sell or serve food to the public, the Los Angeles County Health Department requires that you obtain a Health Permit. Please contact Victor Abdelmalak at the Health Department West Office vabdelmalak@ph.lacounty.gov (310‐410‐3400) for more information. Please note that our office routinely notifies the Health Department of applications for events that involve selling or serving food to the public.

Submit a copy of your State of California Alcoholic Beverage Control Permit.

Alcohol must be served and consumed within a defined, enclosed area with security at all entries. All alcohol sponsorship signage must be displayed inside the defined, enclosed area only. Comply with all sections of the City’s “Guidelines for Sale and/or Consumption of Alcohol at Community Events.

AMPLIFIED SOUND

Amplified sound is permitted from 11 am to 5:30 pm the day of the event. All speakers must be directed away from residences. Sound check and/or rehearsal time is permitted as follows: Tuesday – Thursday: 12:00 pm to 10 pm; rehearsals, Friday and Saturday, 7 am to 10 pm, and Sunday , 7 am to 11 am for rehearsal and __ am – __ pm for live broadcast of event. Continuation of amplified sound beyond this time may result in the event being closed down.

BEACH PARKING LOT EVENT SITE RULES:

If City property is destroyed or damaged by reason of permittee’s use, event, or activity and the damage or destruction is directly attributable to the permitee, the permittee will reimburse the City for the actual replacement or repair cost of the destroyed or damaged property.

Overnight security required.

Contact the Underground Service Alert (800‐422‐4133) no more than 14 calendar days before to installing tent to have the utility and electrical lines flagged in the parking lot.

Hydrant Meter Connection ‐ A fire hydrant meter…