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HomeMy WebLinkAboutDOWNTOWN INC. AND SANTA ANA BUSINESS COUNCIL 23INSURANCE NOT REQUIRED-part WORK MAO MOCEED N-2018-118 CLERK CI COUNCIL DATE WILL 2 2018 STREET FURNITURE LICENSE AGREEMENT THIS STREET FURNITURE LICENSE AGREEMENT ("Agreement") is made and entered into as of TUB_, 2018, by and between the CITY OF SANTA ANA, a public body, corporate and politic ("Licensor"),""D'OWNTOWN, INC. ("DTI"), and the SANTA ANA BUSINESS: COUNCIL ("SABC"). DTI and SABC shall herein be individually known as a "Licensee" and together known as the "Licensees." RECITALS a. Licensor is the owner of certain movable chairs (44 total), tables (17 total), and umbrellas (4 total) ("Street Furniture") that are the subject of this Agreement. b. Licensee desires to use the Street Furniture owned by the Licensor for special events in the Downtown area pre -approved by Licensor. c. Licensor wishes to accommodate Licensees' desire to use the Street Furniture on a non- exclusive basis by granting a license to Licensees upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, Licensees and Licensor do hereby agree as follows: 1. License Provided that all of the terns and conditions of this Agreement are fully satisfied, as of the Effective Date of this Agreement, Licensor hereby grants to each Licensee, and its employees, agents and contractors, the non-exclusive, non -assignable, personal right and license to use certain movable chairs (44 total), tables (17 total), and umbrellas (4 total) ("Street Furniture") owned by Licensor for special events pre -approved by Licensor as detailed in the schedule attached herewith as Exhibit A and incorporated herein by reference, and for no other purposes without the prior written approval of Licensor. 2. Term This Agreement shall begin on the date first written above ("Effective Date"), and terminate on June 30, 2019. The term of this Agreernent may be extended upon a writing executed by the City Manager and the City Attorney. 3. Ownership It is expressly understood that this Agreement does not in any way whatsoever grant or convey any rights of possession, easement or other cognizable property interest in the Street Furniture. Upon termination of this Agreement, any improvements by Licensees to the Street Furniture shall be the property of the fee title owner of the Street Furniture, unless Licensor requires Licensees to remove the same. N-2018-118 4. Agreement By execution of this Agreement, each Licensee agrees for itself and on the behalf of its employees, agents, consultants and contractors as follows: a. The Street Furniture owned by Licensor shall only be used for special events pre - approved by Licensor, and for no other purposes without the prior written approval of Licensor; b. Licensees shall be responsible for obtaining any and all required permits, if any, for use of the Street Furniture; c. Licensor retains ownership and the right to use the Street Furniture at its sole discretion. As a courtesy, Licensor will work with Licensees to provide notice of when Licensor will be using the Street Furniture; d. There is no payment due to Licensor or Licensees for use of the Street Furniture; e. The Street Furniture must be returned to Licensor in the condition it was received, other than normal wear and tear and the Licensees shall be responsible for all reasonable repairs or replacement, should damage occur during the term of this Agreement; f If the Street Furniture is damaged or not available for any reason, Licensor shall not be liable to Licensees in any way, and Licensor shall not be responsible for making alternative arrangements for Licensees; g. DTI shall be the responsible organization for deploying and placing the Street Furniture for each Licensee's approved special events, and for removing and returning the Street Furniture to the storage location designated by Licensor at the conclusion of each Licensee's approved special events; h. The Street Furniture must be used as intended and not placed or maintained in an unsafe position or condition; i. Inspect the Street Furniture prior to use for obvious safety concerns and significant damage that may exist to the Street Furniture, and in no event should the Street Furniture be used with deficiencies that may make it unsafe; and, j. Licensees shall use the Street Furniture entirely at its own cost, risk and expense. Licensor makes no representation or warranty of any kind as to the condition of the Street Furniture or any other matter relating to Licensees' use of the Street Furniture. Each Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the Street Furniture. Each Licensee acknowledges and agrees that the use of the Street Furniture will be on the basis of each Licensee's own investigation of the condition of the Street Furniture. The license to use the Street Furniture shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by Licensor, or by operation of law. Licensor expressly disclaims, which each Licensee hereby acknowledges and accepts, 2 any implied warranty of condition or fitness for a particular purpose or use. Each Licensee's use of the Street Furniture shall be subject to the Street Furniture being in a usable and safe condition at the time of each Licensee's use, and each Licensee shall be responsible for determining whether the Street Furniture is in such condition. In connection therewith, in the event that the Street Furniture is damaged or the use by Licensees is otherwise impaired, prevented or limited, Licensor shall have no obligation or duty to repair the damage or rectify the condition to make the Street Furniture usable or safe. 5. Entire Agreement, Waiver, and Amendments This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the Licensor and Licensees. 6. Severability If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. 7. No Assignment Licensees shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. 8. Choice of Law This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in the County of Orange. 9. Remedies Any party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. 3 10. Counterparts This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 11. Non -Liability of Public Officials No officer, employee, member, agent or representative of Licensor shall be personally liable to Licensees, or any successor in interest, in the event of any default or breach by Licensor, or for any amount which may become due to Licensees or its successor, or for any breach of any obligation of the terms of this Agreement. 12. Termination This Agreement may be terminated by any party upon thirty (30) days written notice of termination. 13. Signature Authority Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Licensor fully, including reasonable costs and attorney's fees, for any injuries or damages to Licensor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. {Signature Page Follows} 91 N-2018-118 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 1 P�� APPROVED AS TO FORM: SONIA R. CARVALHO City Attgrney N Ryan O. RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA RAUL GOD6FZ-Y - City Manager DOWNTOWN, INC. RYAN CHASE President Tax ID# 26-4051161 SANTA ANA BUSINESS COUNCIL I(AUL YAN President Tax ID# 90-0975204 EXHIBIT A DOWNTOWN STREET FURNITURE SCHEDULE ACTIVITY RESPONSIBLE ORGANIZATION DATE Art Walk DTI First Saturday of each month Farmers Market DTI Third Sunday of each month Savor Santa Ana DTI Once a year activity (TBD) East End Summer Block Party DTI June 9, 2018 Patches & Pins Expo DTI Once a year activity. This year: August, 18/2018 Dia de los Muertos and Blading Cup DTI Once a year activity: This year: November 3, 2018. Side Walk Sales SABC Third Saturday and Sunday of each month Media Summit SABC Once a year activity TBD Note: On the events that overlaps on Sundays — Farmers Market and Side Walk Sales, SABC agreed that the Farmers Market will have the preference. 4k. „' CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDDIYYYY) �.---�tD/za/zols PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION East Main Street Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Will Maddux HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 1298 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Grass Valley, CA 95945 Phone: (530) 477-6521 Email: info@theeventhelper.com INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERAI Evanston Insurance COmpanv 35378 Patches and Pins Expo INSURER B'. Ricky Flores 12410 Benedict Ave INSURER C: Downey, CA 90242 INSURER D: NSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IINSRADD' LTRINSR TYPE OFINSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDD/YV POLICY EXPIRATION DATE MMIDDIVY LIMITS A Y GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE 1XI OCCUR 31DS5455-101574527 10/28/2018 10/28/2018 EACH OCCURRENCE INCLUDES BODILY IH,eRY S PRDPER1 DAMAGE $ 11000,000 MED EXP (Any oneperson) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 Host Liquor Liability AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGO $ 1,000,000 GEN'L DEDUCTIBLE S 1,000 Retail Liquor Liability $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ ALL OWNED AUTOS SCHEDULEDAUTOS BODILY INJURY (Per person) $ HIRED AUTOS NON-OWNEDAUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE 1 $ RETENTION $ WORKERS COMPENSATION ANO ER WC STATU- 0TH TORY LIMITS X EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? If yes, describe under E.L. DISEASE -POLICY LIMIT $ SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Cenificate holder listed below is named as additional insured per attached CG 20 26 07 04. Attendance: 1000, Event Type: Exhibitor with Sales. CERTIFICATE HOLDER City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 6F'^'.a..VGRi9 MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Policy Number; 3DS5455-M1574527 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE City of Santa Ana Risk o The City of Santa Ana, its Officers, Agents, Employees, Management Division, M-28 Volunteers, and Representatives 20 Civic Center Plaza Santa Ana, CA 92701 o 10 Days Notice of Written Cancellation Will Be Provided to the . Above Entity: cancellation strike through cannot be there. o This insurance is primary and is not additional to or contributory with any other insurance carried by or for the benefit of the additional insured. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0