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HomeMy WebLinkAboutC-8181-1 - Revocable License Agreement for Temporary Use of City Property for a Certified Farmers' Market at Lido Marina VillageCO AMENDMENT NO. ONE TO 00 REVOCABLE LICENSE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND LIDO GROUP RETAIL, LLC V FOR TEMPORARY USE OF CITY PROPERTY FOR A CERTIFIED FARMERS' MARKET AT LIDO MARINA VILLAGE THIS AMENDMENT NO. ONE TO REVOCABLE LICENSE AGREEMENT (Amendment No. One") is made and entered into as of this day of October, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and LIDO GROUP RETAIL, LLC, a California limited liability company ("Licensee"), and is made with reference to the following: RECITALS A. On June 25, 2019, City and Licensee entered into a Revocable License Agreement For Temporary Use of City Property for a Certified Famers' Market ("License"). B. The parties desire to enter into this Amendment No. One to amend section 8.12(a) of the License, and amend Exhibits B, C and E. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: CONDITIONS OF OPERATION Section 8.12(a) of this License is amended in its entirety and replaced with the following: "Setup and cleanup of the Certified Farmers' Market shall include placement of water -filled k -rail safety barriers and signage at the perimeter of the License Area, and in the surrounding areas, as may be required by the City's Public Works Department and/or the City's Fire Department. Throughout the term of this Agreement, City reserves the right to require Licensee, at Licensee's sole cost and expense, to provide additional traffic control measures deemed necessary by the City, in City's sole and absolute discretion, to ensure public safety and/or to alleviate traffic impacts in the areas surrounding the License Area' in each case upon not less than sixty (60) calendar days' prior written notice to Licensee." 2. SITE PLAN Exhibit B "Site Plan" of this License is amended in its entirety and replaced with the attached Exhibit B. 3. TRAFFIC CONTROL PLAN Exhibit C "Traffic Control Plan" of this License is amended in its entirety and replaced with the attached Exhibit C. Lido Group Retail, LLC Page 1 4. FIRE DEPARTMENT CONDITIONS OF APPROVAL Exhibit E "Fire Department Conditions of Approval' of this License is amended in its entirety and replaced with the attached Exhibit E. 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Lido Group Retail, LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Io( 2 3_/ Zo( 111 By: 61T fie: Aaron C. Harp f*V i x.23.11 City Attorney Date:- EST: lw'Iq X&J, %lW City Clerk CITY OF NEWPORT BEACH, a California muniipal corporation Date: By: Gra* I) Leung City Wnager LICENSEE: LIDO GROUP RETAIL, LLC, a Californialim"ted liability company Date: 22611 By: Lido Group Retail Holdings, LLC, its Manaciha Member D. John Miller Membe By: LindslayP o Member [END OF SIGNATURES] Attachments: Exhibit B: Site Plan Exhibit C: Traffic Control Plan Exhibit E: Fire Department Conditions of Approval Lido Group Retail, LLC Page 3 EXHIBIT B SITE PLAN Lido Group Retail, LLC Page B-1 EXHIBIT C TRAFFIC CONTROL PLAN Lido Group Retail, LLC Page C-1 Exhibit C-1 It if i t e[ Nevmor;ratro�xe,l \ Sa Cfnd pt / y E34 / J <MM/ ZOCM e �D�.. I m_ImQ ilJ / c X R1 M a ' OmN� O X100 � 6� voo -0 R , r o - �'' d i a� dd 01-C l L— ice- S a � 'o m 70 F- 0> __<� v DAo Vr r a a 9 r p Z y A Z 4 I LIOO2,VILAGE.m M :w � b ee \ w \ . iea.\uc\¢xn.\eeu.u.ie x.ex.\eneef u EXHIBIT E FIRE DEPARTMENT CONDITIONS OF APPROVAL Lido Group Retail, LLC Page E-1 EXHIBIT E FIRE DEPARTMENT CONDITIONS OF APPROVAL 1. Do not block entrances or exits from any building. Do not block Fire Department access to any fire suppression equipment. 2. Emergency access must be maintained at all times during the Certified Farmers' Market, including the set-up period before and the clean-up period after the event. 3. Obey all City, County and State regulations. Comply with the lawful orders of Police and Fire personnel, or other government officials. 4. Licensee is responsible for ensuring all tents/canopies/shade structures or other similar equipment being used at the event are properly secured to the ground to ensure the safety of event participants and the public. 5. Inspections required on all tent permits. If tent permit is required, inspection fees apply. 6. Fire lane of eighteen feet (18') of clear width on Via Oporto shall remain unobstructed and accessible for emergency vehicles. 7. Water -filled k -rail safety barriers to be installed per permitted plans. 8. Do not exceed posted occupant load inside buildings. 9. Visible and mounted fire extinguishers with current service tags. 10. No smoking signs are required. 11. Illuminated exit signs. 12. Emergency lighting. 13. Exit doors are not to be blocked and are to remain accessible as exits when the tent is occupied. 14.All interior decorative fabrics or materials shall be flame resistant. Provide certificates of flame resistance. 15. Bonding of chairs (if used) in groups of three or more is required when loose seats, folding chairs, or similar seating is not fixed to the floor, the occupant load is 200 or more, and tables are not provided. 16. Cooking and heating equipment shall not be located within 10 feet of exits or combustible materials. 17.Outdoor cooking that produces sparks or grease -laden vapors shall not be performed within 20 feet from a temporary membrane structure tent or canopy. 18. LPG containers shall be located outside and be adequately protected and secured. If LPG used, permit must be obtained from Fire Department. 19. Open flame or other devices emitting flame are not permitted inside or within 20 feet of the tent, canopy, or temporary membrane structure. 20. If a pre -event inspection or inspector stand-by services are required, fees shall be charged accordingly. REVOCABLE LICENSE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND LIDO GROUP RETAIL, LLC FOR TEMPORARY USE OF CITY PROPERTY FOR A CERTIFIED FARMERS' MARKET AT LIDO MARINA VILLAGE THIS REVOCABLE LICENSE AGREEMENT FOR TEMPORARY USE OF CITY PROPERTY FOR A CERTIFIED FARMERS' MARKET ("Agreement") is made and entered into as of this 25TH day of June 2019 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and charter city ("City"), and Lido Group Retail, LLC, a California limited liability company ("Licensee"), and is made with reference to the following: 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. Licensee is the owner of the development known as Lido Marina Village. Licensee desires to operate a certified farmers' market adjacent to its property, located within the Via Oporto public right-of-way owned by the City, that is generally bounded by Central Avenue and the private alley northwest of Via Lido, as depicted on "Exhibit A" ("License Area"), which is attached hereto and incorporated herein by this reference. C. A certified farmers' market is defined by the California Code of Regulations as a location approved by the county agricultural commissioner of the county where agricultural products are sold by producers or certified producers directly to consumers or to individuals, organizations, or entities that subsequently sell or distribute the products directly to end users. A certified farmers' market may only be operated by one or more certified producers, by a nonprofit organization, or by a local government agency (3 CCR § 1392.2(a)) (hereinafter "Certified Farmers' Market"). D. Licensee has contracted with Orange County Farm Bureau, a 501(c)(3) California nonprofit organization (such organization, or any replacement manager selected by Licensee, being referred to herein as "Manager"), to operate and manage the market on its behalf. Manager is a nonprofit organization and has operated a certified farmers' market, in accordance with Food and Agriculture Code Sections 47000 et seq. (implementing regulations) and California Code of Regulations, Title 3, Sections 1392, et seq. in Orange County. E. Licensee has operated the Certified Farmers' Market weekly, under a special event permit, since May 2018, and now requests to be allowed to continue to operate the Certified Farmers' Market in the public right-of-way in Lido Marina Village on Wednesdays under the terms and conditions outlined in this Agreement. F. In accordance with City Council Policy F-7, whenever an open bid process is not conducted or fair market value rent is not received for the use of City property, the City shall make specific findings setting forth the reasons thereof. The City finds that converting the property to another use or changing the licensee of the property would result in excessive vacancy, which would outweigh other financial benefits and the use of the property provides an essential or unique service to the community that might not otherwise be provided were full market value of the property be required. Additionally, as the Certified Farmers' Market may be located, in the public right-of-way and the rent charged is less than fair market value, the City finds this use provides a public benefit to the people of California by providing affordable access to healthy and sustainable food, and is therefore a matter of statewide benefit. These findings by the City are of a statewide concern in that the beneficial uses of the property might not otherwise be provided were full market value of the property required or an open bid process conducted. G. In consideration of the mutual promises and obligations contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, City hereby grants to Licensee the revocable right to temporarily occupy and use the License Area (defined in Section 1.1 below), and Licensee accepts the same on the following terms and conditions. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. LICENSE 1.1 City grants a non-exclusive license ("License") to Licensee for the term of this Agreement for Licensee to use an area located within the Via Oporto public right-of- way that is owned by the City, generally bounded by Central Avenue and the private alley northwest of Via Lido on Wednesdays for a Certified Farmers' Market. This area is commonly known as Lido Marina Village, Newport Beach. The layout and operation of the market shall be consistent with the site plan ("Site Plan") attached as Exhibit B, and the traffic control plan ("Traffic Control Plan") attached as Exhibit C, which are incorporated herein by this reference. 1.2 The License granted herein is subject to the terms, covenants and conditions hereinafter set forth, and Licensee covenants, as a material part of the consideration for this License, to keep and perform each and every term, covenant and condition of this Agreement. 2. USE OF THE LICENSE AREA Licensee's use of the License Area shall be limited to the terms of this Agreement. Use of area outside the License Area shall not be allowed without prior written consent of the City. Lido Group Retail, LLC Page 2 3. PERMITS AND LICENSES 3.1 Licensee, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certifications that may be required by any governmental agency, including without limitation those permits as may be issued by the State of California, Department of Agriculture, the Orange County Agricultural Commissioner, the Orange County Health Department and the City of Newport Beach to operate a Certified Farmers' Market. 3.2 Licensee shall not allow any participant, vendor, and/or service provider to participate in the Certified Farmers' Market until all appropriate permits, licenses and certifications are obtained and a copy of said permits are furnished to the Licensee. 3.3 Licensee shall provide the License Administrator, as defined in Section 10 below, with a copy of all required permits, licenses and certificates that may be required by Licensee, its vendors, participants, and or service providers. 4. TERM 4.1 The term of this Agreement shall commence on the Effective Date and shall continue until June 24, 2024, with the option to renew for one (1) additional five (5) year term at the discretion of the City Manager, unless terminated earlier as set forth herein. 4.2 The City Manager may renew this License for one (1) additional five (5) year term if it is determined that (i) the terms of the Agreement have been complied with; (ii) a copy of all required license, permits and certificates are on file with the License Administrator; and (iii) the use of the License Area by Licensee is not causing a negative impact on surrounding properties and uses. Any renewals approved pursuant to this Section must be in writing and approved as to form by the City Attorney. 5. FEES 5.1 Licensee shall pay the City Three Hundred Fifty Dollars and 00/100 ($350.00) per month ("License Fee") during the term of this Agreement, which amount shall be due and payable on the first of each month ("Due Date"), commencing on the first day of the first month following the Effective Date of this Agreement. The License Fee shall be pro -rated in the event of a partial month's use of the License Area. 5.2 If Licensee fails to pay the License Fee within five (5) calendar days of the Due Date, Licensee shall pay a penalty in an amount equal to ten percent (10%) plus interest in an amount equal to ten (10%) percent per annum on the unpaid amount, including the late fee, that was not timely paid by the Licensee, until paid in full. 5.3 Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the License Fee shall be adjusted in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the License Fee by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month four Lido Group Retail, LLC Page 3 (4) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI -U), not seasonally adjusted", for the Los Angeles -Long Beach -Anaheim, CA Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the License Fee in effect immediately preceding such adjustment. 6. PURPOSE OF THIS LICENSE The purpose of this License is to allow for the operation of a Certified Farmers' Market within the License Area. Use of any area outside the License Area shall not be permitted unless prior written consent is provided by the City. Licensee agrees to use the License Area only for the activities described herein, and not to use or permit the use of the License Area for any other purpose without first obtaining the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Acceptable ancillary activities include: 6.1 Entertainment typical of a certified farmers' market, such as live music, face painter, balloon artist, seasonal characters (e.g., Santa Claus), etc. 6.2 Community booths to allow participation of local organizations/businesses to take part in the community focused event (e.g., nonprofits, green initiatives, health awareness, local businesses). 6.3 Local artisan booths to sell hand -made goods typically made in a traditional or non -mechanized manner utilizing high quality ingredients (e.g., cheese, bread, soap, jewelry, etc.). 7. CONDITIONS OF LICENSE Licensee shall comply with the following conditions prior to the commencement of use of the License Area.- 7.1 rea:7.1 Licensee shall procure and maintain any and all required licenses, permits and certifications to operate the Certified Farmers' Market in accordance with Section 3 above. 7.2 Licensee shall submit for review and obtain approval for all advertising and directional signage from the City's Public Works Department and Community Development Department, as required by the City's Municipal Code. 7.3 The Licensee shall direct vehicle traffic for the Certified Farmers' Market using appropriate signage, and shall ensure all parking related to the Certified Farmers' Lido Group Retail, LLC Page 4 Market, including vendors and customers, is contained on-site within Licensee's adjacent commercial property(ies), namely within the Licensee's parking structure, or as otherwise determined and approved by the City's Community Development Director. 7.4 Licensee shall submit a site plan and/or floor plan showing the layout of the Certified Farmers' Market sales areas, and a traffic control plan, for review and approval by the City's Community Department and Public Works Department. If the City's Community Development and Public Works Department determine that it is necessary, the Licensee shall obtain building permits and/or any other permits required for any proposed improvements. 7.5 Licensee shall contract with an appropriate and qualified Manager pursuant to the requirements under the California Code of Regulations, to manage and oversee the regular on-site operations of the Certified Farmers' Market. Should Licensee elect to replace the Manager, it shall provide the City with thirty (30) days written notice of the name, contact information, and effective date of such replacement Manager. Such replacement Manager shall operate in accordance with Food and Agriculture Code Sections 47000 et seq. and California Code of Regulations, Title 3, Sections 1392, et seq. 8. CONDITIONS OF OPERATION Licensee shall comply with the following conditions of operation during use of the License Area: 8.1 Licensee may utilize the License Area on Wednesdays from 11:00 a.m. until 7:00 p.m. Set up activities for the Certified Farmers' Market shall not occur prior to 11:00 a.m. The Certified Farmers' Market may operate each Wednesday from 1:00 p.m. to 5:00 p.m., but in no event later than 6:00 p.m. Licensee shall ensure that the License Area is returned, clean and free of debris, to its original condition no later than 7:00 p.m. on the same day. City reserves the right to modify the hours of set up and operation for the ongoing operation of the Certified Farmers' Market, in the City's sole and absolute discretion, upon not less than 60 calendar days' prior written notice to Licensee. 8.2 Notwithstanding the schedule outlined in Section 8.1, the Certified Farmers' Market may be restricted from operation due to a special event in the license area. The City, upon thirty (30) days written notice, may restrict operation of the Certified Farmers' Market on additional Wednesdays, without any compensation or reimbursement to Licensee. 8.3 Licensee understands the Certified Farmers' Market is located in the public right-of-way and emergency situations may develop from time -to -time that may impact or restrict operation. Notwithstanding the schedule outlined in Section 8.1, Licensee agrees that if such emergency situation, as determined in the City's sole and absolute discretion, arises then City may restrict the Certified Farmers' Market from operating for the duration of the emergency, without prior notice to the Licensee. Licensee agrees not to hold City responsible or liable for and shall protect, defend, indemnify and hold City harmless for Lido Group Retail, LLC Page 5 any damage, loss, claim or liability of any nature suffered as a result of the non -operation of the Certified Farmers' Market. 8.4 Licensee or its representative Manager shall be present during each and every Certified Farmers' Market from commencement of set up to the completion of clean up. 8.5 The storage of materials is expressly prohibited in the License Area beyond the approved hours of use of the License Area. 8.6 Licensee and Manager shall endeavor to recruit and retain vendors for the Certified Farmers' Market and shall verify that all individual vendors are "certified producers" or "producers" within the meaning of California Code of Regulations Title 3, Sections 1392.2(d) and 1392.2(e) and shall endeavor to require all vendors to (i) adhere to all applicable rules and regulations concerning product quality, and (ii) offerfor sale products that are pest and disease free. 8.7 Pursuant to Section 5.04.025 of the Municipal Code, the City Council found that the requirement to obtain a business license is a hardship on the certified producers (farmers) due to the increase costs associated with the production and transportation certified produce or products, and the City Council waived the requirement for certified producers to obtain a business licenses. All other vendors must comply with the Municipal Code and obtain the necessary business licenses. 8.8 Licensee shall not allow any participant and/or service provider to participate in the Certified Farmers' Market until any required City of Newport Beach business license is obtained and a copy of said license is furnished to the Licensee. Licensee shall inform any vendors that engage in selling tangible personal property they may be subject and shall comply with the California sales tax reporting laws and inform the State Board of Equalization that the City is the point of sale location. 8.9 Licensee shall obtain a completed Liability Release Statement from each vendor, prior to the vendor's participation in any Certified Farmers' Market, in the form of Exhibit D, which is attached hereto and incorporated herein by reference. Licensee shall not allow any vendor to participate in the Certified Farmers' Market until a completed application and Liability Release Statement is received by the City. 8.10 Licensee shall annually, upon the anniversary of the Effective Date, provide to the City a current roster of vendors. 8.11 No more than twenty-five (25) vendors shall display and/or sell products at the Certified Farmers' Market. Entertainers, community booths and local artisans shall be included within the twenty-five (25) vendor limit. No additions, enlargements or modifications of uses or structures within the License Area shall be allowed without prior written approval of the City Manager or designee. 8.12 Licensee and Manager shall be responsible for setup, operation, maintenance, sanitation and cleanup of the Certified Farmers' Market. Set up shall Lido Group Retail, LLC Page 6 include placement of vendors in accordance with the approved site plan. Licensee and Manager shall be responsible for maintaining the License Area in a clean and orderly fashion during the approved hours of use of the License Area by providing routine removal of foreign material, waste and debris from the License Area. After the completion of each Certified Farmers' Market, Licensee and Manager shall be responsible for properly disposing of all trash that has accumulated from the operations of the Certified Farmers' Market. Maintenance, sanitation and clean up shall be conducted within such rules and guidelines as may be promulgated by the Orange County Health Department, the City, and any other governmental entity having jurisdiction. (a) Setup and cleanup of the Certified Farmers' Market shall include placement of traffic control bollards and signage at the perimeter of the License Area, and in the surrounding areas, as may be required by the City's Public Works Department and/or the City's Fire Department. Throughout the term of this Agreement, City reserves the right to require Licensee, at Licensee's sole cost and expense, to provide additional traffic control measures deemed necessary by the City, in City's sole and absolute discretion, to ensure public safety and/or to alleviate traffic impacts in the areas surrounding the License Area; in each case upon not less than sixty (60) calendar days' prior written notice to Licensee. 8.13 Licensee shall observe community noise restrictions asset forth in the City's Municipal Code. Sound amplification associated with any activity is also subject to the Municipal Code. Licensee shall obtain and maintain a sound amplification permit prior to the use of any sound amplification equipment. 8.14 Entertainers shall be limited to live musical or vocal acts, face painters, balloon artists, jugglers, and seasonal characters or similar acts. Licensee or entertainer shall eliminate or reduce the volume of entertainment acts or amplified sound if complaints are received and at the direction of a Police Officer, Code Enforcement Officer, or Park Patrol Officer if sound disturbs persons of normal sensitivity. 8.15 Community booths shall be limited to non-profit organizations, local service organizations or local businesses to promote community awareness or events. The promotion or display of alcohol or tobacco related products shall be prohibited unless associated with a law enforcement awareness program. 8.16 Operations within the License Area shall be conducted in accordance with California Code of Regulations Title 3, Sections 1392. 1, et seq., and within the guidelines set forth in the State of California Department of Agricultural marketing plan. 8.17 All loading and unloading of merchandise, vendor booths and other related improvements shall take place within the License Area. 8.18 The site plan shall be designed and operated so as to conform to access standards set forth by Title 24 of the Uniform Building Code (handicapped access requirements). Lido Group Retail, LLC Page 7 8.19 The Certified Farmers' Market shall be laid out and operated so as to conform to access standards set forth by the City's Fire Department and the Municipal Code, for fire vehicle and emergency access requirements. Additionally, Licensee shall comply with all fire guidelines established for the operation of the Certified Farmers' Market by the City, as listed on the conditions of approval issued by the Fire Department, which is attached as Exhibit E to this agreement, and incorporated herein by this reference. 8.20 Food items shall not be processed, cooked or packaged on site. Prepared food items shall not be sold for on-site consumption. 8.21 Only a Certified Farmers' Market may be operated in the License Area. Licensee may not operate or conduct any other event or enterprise in the License Area unless Licensee receives required additional approvals from the City. 8.22 Sale or consumption of alcoholic beverages is not permitted in the Certified Farmers' Market License Area. 8.23 If the Certified Farmers' Market is determined by the City's Chief of Police to be creating an undue impact to existing City police services, Licensee may be required to secure a private security guard or guards upon at least thirty (30) calendar days' prior written request by the City. Should Licensee fail to secure a private security guard or guards pursuant to said written notice, Licensee shall reimburse City for any costs related to City hiring a private security guard or guards. Should City require additional police services including City traffic officer services, if these services are required on a regular basis, as determined by the City's Chief of Police, Licensee shall reimburse City for same. 8.24 Licensee shall comply with all traffic regulations established for the operation of the Certified Farmers' Market by the City Traffic Engineer, as listed on the conditions of approval issued by the Public Works Department, which is attached as Exhibit F to this agreement, and incorporated herein by this reference. 8.25 Licensee covenants and agrees that Licensee shall: (i) not use the License Area for any unlawful purpose; (ii) use the License Area in a careful and proper manner in accordance with this Agreement; and (iii) not bring or use any Hazardous Materials, as defined by state or federal law, on the License Area that are in violation of applicable laws. 8.26 Licensee shall at its own expense operate the Certified Farmers' Market in accordance with all applicable provisions of the statutes, rules and regulations of the State of California, the ordinances, and regulations of the County of Orange, and the Charter and Ordinances of the City of Newport Beach. 8.27 City shall be entitled, without prior notice, to inspect the License Area for compliance with the terms of this Agreement, and with all applicable Federal, State and local (including those of the City) government regulations. Lido Group Retail, LLC Page 8 9. TERMINATION OF LICENSE 9.1 Notwithstanding the term of this Agreement, this License may be terminated during the term or any extended term in the following manner: (a) By Licensee: At any time, without cause upon the giving of thirty (30) calendar days written notice of termination to City; (b) By City: At any time, without cause upon the giving of thirty (30) calendar days written notice of termination to Licensee; or (c) If, after written notice of any material default to Licensee of any of the terms or conditions of this Agreement, Licensee fails to cure or correct the default within ten (10) business days of receipt of written notice, City may immediately terminate the License. (d) By mutual written agreement of Licensee and City. 10. ADMINISTRATION This License shall be administered by the Community Development Department. The Community Development Director or his/her designee shall be the License Administrator and shall have the authority to act for City under this License. The License Administrator or their authorized representative shall represent City in all matters pertaining to this License. 11. INDEMNITY AND LIABILITY FOR DAMAGES 11.1 Licensee shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or Licensee's presence or activities conducted that relate in any way to this Agreement (including the negligent and/or willful acts, errors and/or omissions of Licensee, employees, vendors, suppliers, and anyone employed directly or indirectly by any of them or for whose acts they maybe liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Licensee to indemnify the Indemnified Parties from any Claim, to the extent arising from the negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance Lido Group Retail, LLC Page 9 policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Licensee. 11.2 Licensee shall be liable and responsible for the security, repair and maintenance of the License Area to the extent necessitated by Licensee's use of the License Area under this Agreement. Licensee shall use care to protect the License Area and restore it to its original condition to the satisfaction of the City when the License Area is not in use by Licensee. 12. INSURANCE Without limiting Licensee's indemnification of City, and prior to commencement of work, Licensee shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit G, and incorporated herein by reference. 13. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER City and Licensee acknowledge that City is entering into this Agreement in reliance upon the experience and abilities of Licensee and Manager, and Manager's status as a nonprofit corporation. Consequently, this Agreement shall not be assigned or transferred without the prior written approval of City, which approval shall not be unreasonably withheld, conditioned or delayed. Any assignment or transfer made without the City's prior written consent shall be null and void. It is acknowledged and agreed that Licensee may, without any further approval from City, delegate all or any of its obligations hereunder to Manager by way of a subcontract or similar arrangement between Licensee and Manager. Additionally, Licensee may not remove or replace Manager with another manager without providing thirty (30) calendar days prior written notice to City. City's consent to any assignment or transfer is subject to Licensee providing City with evidence reasonably satisfactory to City that the proposed transferee and/or such proposed transferee's proposed manager has experience comparable to Licensee and/or Manager, and use of the License Area by the proposed transferee is consistent with the terms of this Agreement. Notwithstanding the foregoing, Licensee may assign or transfer this Agreement to an Affiliate (defined below) or a Purchaser (defined below) without City approval. "Affiliate" means a person or entity which controls, is controlled by, or is under common control with Licensee. The terms "control" or "controlled" mean the ability to direct the control of an entity through the management of the entity or the ownership of more than fifty percent (50%) of the voting securities of such other entity. "Purchaser" means any person or entity acquiring all or substantially all of Licensee's interest in the property adjacent to the License Area. 14. CONFLICT OF INTEREST The Licensee or its employees may be subject to the provisions of the California Political Reform Act of 1974 ("Act"), which (a) requires such persons to disclose any Lido Group Retail, LLC Page 10 financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (b) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Licensee shall conform to all requirements of the Act. Notwithstanding Section 9, failure to conform to the requirements of the Act constitutes a material breach and is grounds for immediate termination of this Agreement by City. Licensee shall indemnify and hold harmless City for any and all claims for damages resulting from Licensee's violation of this Section. 15. NOTICE 15.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Licensee to City shall be addressed to City at: Community Development Department City of Newport Beach Attn: Real Property Administrator 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 15.2 All notices, demands, requests or approvals from City to Licensee shall be addressed to Licensee at: Lido Group Retail, LLC Attn: Dawn Simone 3434 Via Lido, Suite 200 Newport Beach, CA 92663 Phone: (949) 673-1400 16. STANDARD PROVISIONS 16.1 Recitals. City and Licensee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 16.2 Compliance with all Laws. Licensee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Licensee shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements. 16.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach Lido Group Retail, LLC Page 11 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 16.4 Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 16.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 16.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Licensee and City and approved as to form by the City Attorney. 16.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 16.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16.9 Taxes. Licensee acknowledges that the License granted herein may result in Licensee being assessed by the County of Orange possessory interest taxes on Licensee's interest in the License Area. Licensee shall have the sole obligation to pay any taxes, fees and assessments, plus applicable penalties and interest, which may be imposed by law and arise out of Licensee's License hereunder. Licensee shall indemnify, defend and hold harmless City against any and all such taxes, fees, penalties or interest assessed, or imposed against City hereunder. 16.10 No Third Party Rights. The parties do not intend to create rights in or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation or undertaking established herein. 16.11 No Attorneys' Fees. In the event of any dispute under the terms of this Agreement the prevailing party shall not be entitled to attorneys' fees. 16.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Lido Group Retail, LLC Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 645/20M By: attlnLztcc..: For: Aaron C. Harp Nwsto•5•�9 City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corpo tion Date: By: Diane BV Dixon Mayor LICENSEE: Lido Group Retail, LLC, a California limited liability company Date: By: Lido Group Retail Holdings, LLC, it's Managing Member Signed in Counterpart am D. John Miller Member Lindsay Parton Member Attachments: Exhibit A: Depiction of License Area Exhibit B: Site Plan Exhibit C: Traffic Control Plan Exhibit D: Vendor Liability Release Statement Exhibit E: Fire Department Conditions of Approval Exhibit F: Public Works Department Conditions of Approval Exhibit G: Insurance Requirements Lido Group Retail, LLC Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:(m00% /Zp(q By: 11-k qllu�- For: Aaron C. Harp PAA$U•r-(9 City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Diane B Mayor Dixon LICENSEE: Lido Group Retail, LLC, a Californi limited liability company Date: (P 11 )1 1 dh1q By: Lido r -up Ret 'I Holdings, LLC, it's Mana g Member, By: D. ohn Miller Member Lindsay Parton Member Attachments: Exhibit A: Depiction of License Area Exhibit B: Site Plan Exhibit C: Traffic Control Plan Exhibit D: Vendor Liability Release Statement Exhibit E: Fire Department Conditions of Approval Exhibit F: Public Works Department Conditions of Approval Exhibit G: Insurance Requirements Lido Group Retail, LLC Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:__ CITY OF NEWPORT BEACH, a California municipal corporation Date: By: By: cot: Aaron C. Harp PAW-tp-5,(1 Diane B. Dixon City Attorney Mayor ATTEST: Date: By: Leilani I. City Clerl' Brown LICENSEE: Lido Group Retail, LLC, a California limited liability company Date: By: Lido Group Retail Holdings, LLC, it's Managing Member By: D. John Mil Member By: Lindsay Member Attachments: Exhibit A: Depiction of License Area Exhibit B: Site Plan Exhibit C: Traffic Control Plan Exhibit D: Vendor Liability Release Statement Exhibit E: Fire Department Conditions of Approval Exhibit F: Public Works Department Conditions of Approval Exhibit G: Insurance Requirements Lido Group Retail, LLC Page 13 EXHIBIT A DEPICTION OF LICENSE AREA Lido Group Retail, LLC Page A-1 Exhibit A-1 Exhibit A-2 EXHIBIT B SITE PLAN Lido Group Retail, LLC Page B-1 EXHIBIT C TRAFFIC CONTROL PLAN Lido Group Retail, LLC Page C-1 CS ? Ipp rnW 2 g t' .aay'o c < a � oW Z m S ¢ co if 7 LU y n4101bOyAlUN .. t -:D I!q!4X3 �a. 2 a 0 0 �a Qooa ❑opo W Z ❑LII WLLI. P cola. 0> z uw] Q W W FL ❑ NIR1Wi S T _cc o�z u a 5 5 p 3'Y a 3,771,3 Xn i $ a.. 2L y'� � §' 0 4�2 S n4101bOyAlUN .. t -:D I!q!4X3 �a. 2 a 0 0 �a Qooa ❑opo W Z ❑LII WLLI. P cola. 0> z uw] Q W W FL ❑ NIR1Wi S T /.f 9J/'/n7N �f 47/z/c pnuGay plJ - vLG[44t\�GUP40\tl .MTIu p w0.[... . w°.'Z,i�r'Uwm.,r - Y� �= w ++.ww »..•.. .w'°„": 3EJVIIIA VNRIVW OOII ,Gv[as GxgV ti nro u.,, .rnoova N .i.IYJ. NVId -.LIS 3pV-)IA OOII aao r 1 Av � 4, IXX Z—o I!q!ux3 Al'1 'ilia —= i C6 FW.OU LL U. UJ cn Q z 44 J Q�Q mi Z' O O O CL gaa� J z V> 4 yy00 0 L V mw� ®x a � < y +rt L— � �0 W 1 Av � 4, IXX Z—o I!q!ux3 Al'1 'ilia —= i C6 FW.OU LL ZC/)Q Y ZOZ Q�Q a.�W O 1 Av � 4, IXX Z—o I!q!ux3 Al'1 'ilia —= i I 1 Av � 4, IXX Z—o I!q!ux3 Al'1 'ilia —= i _..---------- --- Wn , _ - ,l Y u CL 4 0102 '92 - 1 hxiuW 'V ,,�o13ni, o4YbRl+vn 1 ��f � I1 tin ��wWI. 'Jnl ltrn)tivl l+)In.�l II MflIOZ i1M ltl'WI31 tl/gYo00Il lllW011tl)a0W I �� INOLLV'11V.LSNI (aV11O9 0©Il VIA 9 1 O Hln I E-0 I!q!gx3 9 a� §N¢'fuy�s b n � 2 HiAlgF O Z r n EXHIBIT D CITY OF NEWPORT BEACH — FARMERS' MARKET VENDOR LIABILITY RELEASE STATEMENT WHEREAS, the CITY OF NEWPORT BEACH, a California municipal corporation and charter City ("City"), has entered into a license agreement with LIDO GROUP RETAIL, LLC, a California limited liability company, to allow Lido Group Retail, LLC to use the City owned Via Oporto public right-of-way generally located between Central Avenue and the alley northwest of Via Lido, within the area commonly known as Lido Marina Village, Newport Beach, California for a Certified Farmers' Market ("Farmers' Market"),- WHEREAS, arket"); WHEREAS, I, being over the age of eighteen (18), have made a voluntary request to participate in the Farmers' Market; and WHEREAS, in consideration of acceptance of my entry in the Farmers' Market, I agree on behalf of myself, my heirs, my executors, and administrators, to waive, release, and forever discharge any and all rights and claims for damages which may hereafter accrue to me against the below listed agencies, companies or entities, their officials, employees, as provided herein; and WHEREAS, the City is willing to allow me to participate in the Farmers' Market pursuant to the below conditions. NOW, THEREFORE, in consideration of the permission given to participate in the Farmers' Market, I do hereby agree to the following: 1. I recognize that participation in the Farmers' Market may be dangerous and contains risk of personal injury, death, disfigurement, disability or property damage or loss ("damages"). 2. 1 have been fully informed of all aspects of the Farmers' Market and all aspects of the activities that I will be participating in at the Farmers' Market. Despite the potential risk of damages to me as a result of my participation in the Farmers' Market, I have decided to participate in the Farmers' Market. I understand and agree that my participation in the Farmers' Market is voluntary and that I may quit the Farmers' Market at any time. 3. 1 hereby agree to assume any and all risk and responsibility for all risks and damages associated with my participation in the Farmers' Market, whether identified by the City of Newport Beach, Lido Marina Village Certified Farmers' Market, Lido Group Retail, LLC, the market managers or the County of Orange including, but not limited to, strenuous physical activity or exertion, tripping or falling and being struck by objects or persons. Such risks may result in injuries that include, but are not limited to, sprains, Lido Group Retail, LLC Page D-1 strains or tear of muscles or ligaments; fracture or dislocation of joints or bones; head or facial injuries; spinal cord or internal injuries; or other damages related to pre-existing medical conditions I may have. 4. To the maximum extent permitted by law, I hereby, for myself, my heirs, executors, administrators, assigns or anyone who might claim on my behalf, agree not to bring any claim, and waive, release and discharge the City of Newport Beach, Lido Marina Village Certified Farmers' Market, Lido Group Retail, LLC, or the market managers, and their respective members, managers, directors, officials, officers, agents, affiliates, volunteers, consultants, attorneys and employees ("Released Parties") from any and all duty to me; liability for any damages to me; and/or liability for any damages, losses, costs, and expenses arising out of or in the course of my participation in the Farmers' Market, including all liability for any active or passive negligence by the Released Parties. This release and waiver extends to all claims of every kind or nature whatsoever, foreseen or unforeseen, known or unknown. I expressly intend this waiver and release to be effective, regardless of whether the claim of liability is asserted in negligence, strict liability or other theory of recovery. 5. 1 hereby for myself, my heirs, executors, administrators, and assigns, agree to defend and indemnify the Released Parties against any and all manner of actions, causes of actions, suits, debts, claims, demands, or damages or liability or expense of every kind and nature incurred or arising by reason of any actual or claimed negligent or wrongful act or omission of mine while in the Farmers' Market. I HAVE READ, UNDERSTAND AND AGREE TO THE WAIVER AND RELEASE OF LIABILITY. I UNDERSTAND THAT BY MY SIGNATURE ON THIS DOCUMENT, I AM WAIVING MY RIGHTS, INCLUDING ANY RIGHTS I MAY HAVE AGAINST THE RELEASED PARTIES Dated: Signature Printed Name Witness Original: To Records Lido Group Retail, LLC Page D-2 EXHIBIT E FIRE DEPARTMENT CONDITIONS OF APPROVAL 'I. Do not block entrances or exits from any building. Do not block Fire Department access to any fire suppression equipment. 2. Emergency access must be maintained at all times during the Certified Farmers' Market, including the set-up period before and the clean-up period after the event. 3. Obey all City, County and State regulations. Comply with the lawful orders of Police and Fire personnel, or other government officials. 4. Licensee is responsible for ensuring all tents/canopies/shade structures or other similar equipment being used at the event are properly secured to the ground to ensure the safety of event participants and the public. 5. Inspections required on all tent permits. If tent permit is required, inspection fees apply. 6. Fire lane of eighteen feet (18') of clear width on Via Oporto shall remain unobstructed and accessible for emergency vehicles. 7. Bollards to be installed per permitted plans. 8. Do not exceed posted occupant load inside buildings. 9. Visible and mounted fire extinguishers with current service tags. 10. No smoking signs are required. 11. Illuminated exit signs. 12. Emergency lighting. 13. Exit doors are not to be blocked and are to remain accessible as exits when the tent is occupied. 14. All interior decorative fabrics or materials shall be flame resistant. Provide certificates of flame resistance. 15. Bonding of chairs (if used) in groups of three or more is required when loose seats, folding chairs, or similar seating is not fixed to the floor, the occupant load is 200 or more, and tables are not provided. 16. Cooking and heating equipment shall not be located within 10 feet of exits or combustible materials. 17.Outdoor cooking that produces sparks or grease -laden vapors shall not be performed within 20 feet from a temporary membrane structure tent or canopy. Lido Group Retail, LLC Page E-1 18. LPG containers shall be located outside and be adequately protected and secured. If LPG used, permit must be obtained from Fire Department 19. Open flame or other devices emitting flame are not permitted inside or within 20 feet of the tent, canopy, or temporary membrane structure. 20. If a pre -event inspection or inspector stand-by services are required, fees shall be charged accordingly. Lido Group Retail, LLC Page E-2 EXHIBIT F PUBLIC WORKS DEPARTMENT CONDITIONS OF APPROVAL 1. All vehicles shall be lawfully parked. No fire lane exemption. 2. No exclusive use of street, alleys, or sidewalks, except in the License Area pursuant to the terms of this Agreement. 3. No exclusive use of public parking areas. 4. No activities permitted in any portion of public street, sidewalk, or alley, except in the License Area pursuant to the terms of this Agreement. 5. No posting of promotional signs permitted on an portion of public property, including trees, utility poles, street signs, except as noted on the Traffic Control Plans attached as Exhibit C to this Agreement. 6. Activities shall not create a pedestrian or traffic hazard. Prevent crowds from standing in streets and from blocking sidewalks. 7. Complete clean-up of the License Area is the responsibility of the Licensee. 8. No vehicles shall be driven onto the sidewalk. 9. All directional signage must be set-up on the day of the Certified Farmers' Market and removed immediately following the event, pursuant to the terms of Section 8 of this Agreement. 10. Licensee shall direct attendees to carpool or use alternate means of transportation to the Certified Farmers' Market to the extent possible. Parking within the residential neighborhood shall be kept to a minimum. 11. Do not block entrances or exits from any building. Do not block Fire Department access to any fire suppression equipment. 12. Licensee shall ensure all traffic control measures for the road closure are installed no later than 12:00 p.m. the day of the Certified Farmers' Market and removed immediately following the event, pursuant to the terms of Section 8 of this Agreement. 13. Public access to and along the Bayfront boardwalk shall remain open during the Certified Farmers' Market. Lido Group Retail, LLC Page F-1 EXHIBIT G INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Licensee's indemnification of City, and prior to commencement of work, Licensee shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Licensee agrees to provide insurance in accordance with requirements set forth here. If Licensee uses existing coverage to comply and that coverage does not meet these requirements, Licensee agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Licensee shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Licensee shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. C. General Liability Insurance. Licensee shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. D. Automobile Liability Insurance. Licensee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Licensee Lido Group Retail, LLC Page G-1 arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Licensee or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its vendors, participants, service providers, and subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. Additional insured endorsements shall be at least as broad as ISO Form(s) CG 20 10 11 85; or CG 20 10 and CG 20 37. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties The parties hereby agree to the following: A. Evidence of Insurance. Licensee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of Lido Group Retail, LLC Page G-2 insurance required by giving Licensee sixty (60) calendar days advance written notice of such change. C. Enforcement of Agreement Provisions. Licensee acknowledges and agrees that any actual or alleged failure on the part of City to inform Licensee of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Licensee maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Licensee or any vendor, participant, service provider, or subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Licensee's right to proceed until proper evidence of insurance is provided. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Licensee's Insurance. Licensee shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Licensee and all vendors, participants, service providers, and subcontractors shall be subject to the insurance requirements contained herein unless otherwise specified in the provisions above or written Lido Group Retail, LLC Page G-3 approval is granted by the City. Licensee shall verify that all vendors, participants, service providers, and subcontractors maintain insurance meeting all the requirements stated herein, and Licensee shall ensure that City is an additional insured on insurance required from all vendors, participants, service providers, and subcontractors. Lido Group Retail, LLC Page G-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/16/19 Dept./Contact Received From: Sunny Sunny By: Jan Lido Group Retail LLC (Lido Marina Village) Other Date Completed: 5/23/19 Sent to Company/Person required to have certificate: Type of contract.- 1. ontract: I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 5/7/19 — 5/7/20 A. INSURANCE COMPANY: Travelers Property Casualty Insurance Company B. AM BEST RATING (A- : VII or greater): A++ / XV A. C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M+ $25M Umb E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does N Yes ❑ No not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed $1,000,000 Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it N/A included? N Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be ❑ Yes ❑ No included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured ❑ No H. is not limited solely by their negligence) Does endorsement ❑ N/A N Yes include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No I1. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 5/7/19 — 5/7/20 A. INSURANCE COMPANY: Travelers Indemnity Company of CT B. AM BEST RATING (A-: VII or greater) A++ / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A ❑ Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A ❑ Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A N Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No ,III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 4/7/19-4/7/20 A. INSURANCE COMPANY: Insurance Company of the West B. AM BEST RATING (A--. VII or greater): A / XII C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Ap 5/23/19 Agent of Alliant Insurance�ervice'-� Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.