Loading...
HomeMy WebLinkAboutDOWNTOWN, INC. AND SANTA ANA BUSINESS COUNCIL-N-2020-090INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES to /0 15/?t720 12 / o I / 107 J CLERK OF COUNCIL DATE. N-2020-090 co STREET FURNITURE LICENSE AGREEMENT o THIS STREET FURNITURE LICENSE AGREEMENT ("Agreement") is made and N entered into as of April 1. 2020, by and between the CITY OF SANTA ANA, a charter city and m municipal corporation duly organized and existing under the Constitution and laws of the State of o California ("Licensor"), DOWNTOWN, INC., a California non-profit corporation ("DTI"), and the SANTA-ANA BUSINESS COUNCIL, a California non-profit corporation ("SABC"). DTI and 2- SABC shall herein be individually known as a "Licensee" and together known as the "Licensees." RECITALS a. Licensor is the owner of certain moveable chairs (44 total), tables (17 total), and umbrellas (4 total) ("Street Furniture") that are subject of this Agreement. b. Licensees desire to use the Street Furniture owned by Licensor for special events in the Downtown area, as 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 terms and conditions of this Agreement are fully satisfied, as of the Effective Date of this Agreement, the Licensor hereby grants to Licensee, and its employees, agents and contractors, the non-exclusive, non -assignable, personal right and license to use to certain moveable chairs (44 total), tables (17 total), and umbrellas (4 total) ("Street Furniture") owned by the 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 the Licensor. 2. Term This Agreement shall begin on the date first written above ("Effective Date"), and terminate on April 1.2021. This Agreement shall also cover any and all use of the "Street Furniture" by Licensees since June 30, 2019, until the Effective Date. The term of this Agreement 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 a Licensee or Licensees to remove the same. 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 the 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; E 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. Each Licensee 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, 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 a Licensee 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 mast 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 more 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. S. 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 Orange County. 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. 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 Ctilielals 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 any 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. (Signatures on, followingpage) 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOME.� Jerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney / r By: Ryan O, Ho Ige Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDO J City Manager DOWNTOWN, INC. Ryan Chase President Tax ID#: 26-4051161 SANTA ANA BUSINESS COUNCIL �. Renez President Tax ID#: 90-0975204 Exhibit A Downtown Outdoor Furniture Schedule 3/7/2020 Artwalk (1st Saturday each month) 3/7/2020 Boca de Oro Literature & Arts Festival 3/21/2020 Patches & Pins 4/7/2020 Artwalk (1 st Saturday each month) 5/2/2020 Cinco de Mayo Celebration - tentative 5/2/2020 Artwalk (i st Saturday each month) Patch works ResgonsiblL P tParttes; DTI/SABC DTI/SABC DTI/SABC -- _ DTI/SABC DTI/SABC - - — DTi/SABC DTI/SABC WORM AmNaik I t st Saturday each month) 6/13/2020 East End Block Party 7/4/2020 Artwolk (Is' Saturday each month) 7/18/2020 Sinatra in the Park 11/6-7/20 Biading Cup 7/23/2020 Shakespeare in the Park - -- 8/1/2020 Artwalk (1st Saturday each month) 9/5/2020 Artwalk (1 st Saturday each month) 10/3/2020 Artwoik (1 st Saturday each month) 10/15/2020 Pozolada (Pozole Festival) 10/17/2020 Savor Santa Ana 11/7/2020 Artwalk (I st Saturday each month► 11/91/2020 Plaza Navidena (Tree Lighting Ceremony) 11/29/2020 Patch Works _ 12/5/2020 1Saturday Artwolk ( st Saturd ay each month) - 12/10/�20 Tamale Festival 12/31/2020 New Year's Eve Celebration - tentative [] DTI/SABC - - --DTI/SABC DTI/SABC DTI/SABC DTI/SABC DTI/SABC - DTI/SABC DTI/SABC DTI/SABC DTI/SABC -_- - _- DTI/SABC- - ATE CERTIFICATE OF LIABILITY INSURANCE 1 °0111712020 ovmzozo THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Eddie Quillares Jr. State Farm Agency 415 N. Broadway ASanta Ana, CA 92701 INSURED DOWNTOWN INC 204 E 4TH ST STE T SANTA ANA, CA 92701-4668 INSURER(SJ _FFOR°ING COVERAGE IER A. State Fans General Insurance Company - _ - I 25151 INSURER C o COVERAGES CFRTIFICATF NI IMRFR- TR_nd Rn Dearlclnu unu DDD. THIS IS TO CERTIFY THAT 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL LTR TYPE OF INSURANCE SUER I POLICY EFF POLICY E%P POLICY NUMBER I MMIDD/YYYY) (MMIDDIYVW) LIMmS GENERAL LIABILITY ❑ A Y �Y 92-CE12933-0 06/05I2019 06105/2020 EACH OCCUR E � b X COMMERCIAL GENERAL LIABILITY _. PnM�€ED �— In.PTe oavnenwl I $ PREMISES -]Ea ,1.000.000 300.000 C1-AIM6AIADE X I OCCUR MED E%P lAny me pinion) s 5,000 PERSONAL b ADV INJURY S 1.000.000 GENERAL AGGREGATE (S z000,000 GE_N'L AGGREGATE LIMIT APPLIES PER. PRODUCTS -COMWOPAGG+S 2.000.000 POLICY JEC- LOC I S A AUTOMOBILE W1aILITY � � 621 5237-F28-75 12128/2019 06/28/2020 (Ea amderrn) INGLE LIMI s ANY AUTO _� --- BODILY INJURY IPe person) 1,ODO.WO OWNEDALL X - s 1.aGo.DDa AUTOS SCHEDULED BODILY INJURY IPerewdenq� NON -OWNED � HIRED AUTOS AUTOS DAMAGE - (Per. - is— 1.000.000 - (Per..' pmdem _ ' I S 25 250 Comp/Coll Ded A X UMBRELLAUAe X I OCCUR V Y -- 92-CE-Q781-7 06/05/2019 O6/OS/2020 EACH OCCURRENCE S -- 1,000.0 _ EXCESS LU18 CLAIM&MADE ----- _._- (b 2.0.00.000 DED X RETENTION 5 10,000 _AGGREGATE _ S B WORKERS COMPENSATION WCSTATU- 07w X 1,000.000 AND EMPLOYERS' UALSILRY YIN 92-GA-H506-1 0610512019 06/05/2020 ._._JSORY.LIMIM_ ER; ANY PROPRIETOR/PARTNERIE%ECI WE OFFICEIMEMBER EXCLUDED'( Y❑ NIA ❑y E.L. EACH ACCIDENT s 1.000.000 _ _ (Mandatary In NH) E.L. DISEASE - EA EMPLOYER S 1.000.000 If yes. d.."" DE SCRIPTION OF OPS�TIONS below E.L. DISEASE -POLICY LIMITS 1.000A00 A FIDELTYBOND ❑I 92-WV-6044-5 10/03/2019 10/03/2020 BOND-AMOLNT s mom DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ANach ACORDIB1.Addkonal RemaMsSchWuta.Irmorespacalersqulred) City of Santa Ana its officers, agents, employees and volunteers are named as additional insured - Additional Insured endorsement issued for certificate holder. - CFRTIFICATF mn1 nFR rANrFI I ATInM REVIEWED & APPROVLD City of Santa Ana RIS MANAGEMENT DIVISION Y Risk Management Division 20 Civic Center Plaza, 4th fl 22 2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 SAMA HAM. LAMBERT 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 92-CE-0933-0 Named Insured: DOWNTOWN INC Additional Insured (include address): CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. ® The Primary Insurance coverage below applies only when there is an "X" in the box. Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. E Ri k M D & APPROVED N 22 2020 SAMANTHA M. LAMBERT WORKERS COMPENSATION POLICY NUMBER: 92-GA-H506-1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US Policy Number: 92-GA-H506-1 Named Insured: Downtown Inc SCHEDULE NAME OF PERSON OR ORGANIZATION: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 Information required to complete this Schedule, if not show above, will be shown in the Declarations. The following is added to Paragraph 10.b. of SECTION 1 AND SECTION If — COMMON CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for any injury arising out of: a. Your ongoing operations; or b. Your work done under contract with that person & organization and included in the products -completed operations hazard. This waiver applies only to the person or organization shown in the Schedule above. All other policy provisions apply. FE-6671 ©, Copyright. State Farm I Includes copyrighted material of & APPROVED 1GEMENT DNISION uance Company, 20g8 Rc2IP l2eth its permission. X i �Ro CERTIFICATE OF LIABILITY INSURANCE Diiiis o19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EMEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s). PRODUCER Eddie Quillares Jr. State Farm Agency 415 N. Broadway 19661 Santa Ana, CA 92701 LEijINSURER CONTACT AM : Eddie Quilieres - PNDNE 0 714 617 7150 FA c Nei: 714.6 MAIL E- O eddieglieddleginsurance.corn INSURE 3 AFFORDING COVERAGE HMCo A: State Farm General Insurance Company s INSURED SANTA ANA BUSINESS COUNCIL, INC. 400 E 4TH ST SANTA ANA, CA 92701-4666 INSURER 0: State Farm Fire and Casualtym n INSURER c: INSURER O: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 754450 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSA TYPE OF INSURANCE SUSIR POLICY NUMBERLICY EFF YYYI PMLX:Y P IDDNM LMRS A GENERAL LIABILITY Y Y 92-GT-PO08-7 12/01/2019 121OV2020 EACH OCCURRENCE i 1.000.000 PREMISESIEGaxarazeI 300,000 X COMMERCIAL GENERAL LIABNtt ClA1M5 ADE OCCUR MEDEXP( ..pawn) S 5.000 PERSONAL a ACV IMURY $ 1,000,DOO X BUSINESS INCOME GENERALAGGREGATE S Z000.000 GEMLAGGREGATEUMR APPUESPER PRODUCTS-CONPPOPAGG S 2,000.000 S X POLICY PP0. LOC A AUTONOBILELJMILITY 6215237-F28-75 12101/2019 12101/2020 eaa e. uMl s BODILY INJURY (Per p*rt ) S 1.000.000 ANY AUTO BODILY INJURY(Paaad0en0 S 1.000.000 ALL OvMEO X SCHEDULED NPOM HIRED AUTOS AAUUTOS � Par e£madeerrrl S 1.000.000 s UTABRELLA WB OCCUR EACHOCCURRENCE S AGGREGATE S EXCESS UAB CUUMS.MAOE OED RETENTIONS S B WONMRS COMPENSATION ANOEMPLOYERSUAaLL1TY YIN' ANY PROPRIETDRIPARTNERlFYEOUTYE OFFICHMEMB£R EXCWOED> [a WAay MNID NIA. 92.GT-P014.9 1210112019 12101/2020 NC STATLL X OTH- 1,000.000 ELE 1.00O.ODD Y EL DISEASE -EA EMPLOYE S 1.000000 EL DISEASE -POIICY OMIT S 1,000.ODO 11 yet. awaeuMer A DIRECTORS ANDOFFICFAS LUU31UTY EMPLOYEE PROFESSIONAL UABIUTY Y Y 259034 12/01/2019 12/01/2020 SIODD'OOD DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Aeach ACORD 101, Addlaaal Ram A, acaedu . It m m aura Is mu§ dl Location: Plaza Calls Cuabo, East End Promenade, 100 East Alley, 200 East Alley, East End Promenade, 400 West 4th IEWED &APPROVE City of Santa Ana its officers, agents, employees and volunteers are named as additionally insured. Additional insured endorsement issued for certificate holder YAM waiver of subrogation and non-contributory. B Risk M ACIEMENT DIVi510 ft Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation 2019 CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN RISK MANAGEMENT DIVISION ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLAZA 4TH FL SANTA ANA, CA 92702 AUTHORIZED SENTATNE 01 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and I re registered rks of ACORD 1001486 132849.7 03-01-2012 W FE-6609 POLICY NUMBER: WORKERS COMPENSATION 92-GT-PO14-9 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US Policy Number: 92-GT-PO14-9 Named Insured: Downtown Inc SCHEDULE NAME OF PERSON OR ORGANIZATION: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 Information required to complete this Schedule, if not shop+ abort, will be shoe n m the Deel nation The following is added to Paragraph 10.1a. of SECTION 1 AND SECTION II — COMMON CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for any injury arising out of: a. Your ongoing operations; or b. Your work done under contract with that person or organization and included in the products -completed operations hazard. This waiver applies only to the person or organization shown in the Schedule above. All other policy provisions apply. REVIE ED & APPROVED RIS ANAGEMENT DIvISIQN FE-667t ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 l / c �O�n Includes copyrighted material of Insurance Services office. Inc., with its pennissio V J M. LAMBERT