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HomeMy WebLinkAboutPOP WARNER (SANTA ANA ASSOC. YOUTH FOOTBALL, INC.) - 2007INSURANCE ON FILE A-2007-203 ' W®RK MAY PROCEED ' t1N11L INSURANCE EXPIRES 7 -~5- o~ CLERK OF COUNCIL DATE: a- 15-os Parma 8 ~~ t ~~ NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Car lc~~hp^Qkins THIS LICENSE & CONSTRUCTION AGREEMENT (hereinafter "LCA") is made and entered into on _ ,Q r ~_, si- ~D , 2007, between the City of Santa Ana, a charter city and muntctpal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Licensor"), and Santa Ana Association -Youth Football, Inc., a California non-profit corporation (hereinafter "Licensee"). RECITALS A. Licensee sponsors and conducts youth recreation programs at Memorial Park in Santa Ana, a public park owned and operated by Licensor; B. Licensor and Licensee entered into a License Agreement on May 7`", 1979, under which Licensee constructed a concession stand on, and is an occupant of, real property located at Memorial Park in the city of Santa Ana, state of California, more specifically described in Exhibit "A", Description -Licensed Area, attached hereto (hereinafrer "Property" or "License Area"). C. On February 22, 1982 Licensor and Licensee executed a First Amendment to the 1979 License Agreement, extending the term of the License three (3) years. D. Licensor and Licensee desire to enter into this LCA whereby Licensee shall be permitted in accordance with the terms and conditions herein described to construct an addition to the existing concession stand Improvements (hereinafter "Addition"), at its sole cost and expense, in accordance with the design drawing(s) attached hereto as Exhibit "C", and to continue the operation of Licensee's non-profit youth football recreation program and concession stand located on the Property. E. Upon the final inspection by Licensor of the Addition to be constructed by Licensee on the Property, Licensor shall become the fee owner of all Improvements on or in the Licensed Area. F. Licensee represents that it desires a License in order to continue to use the License Area for its operation of a youth recreation program and as a concession stand and storage facility. Licensor desires to grant a license to Licensee for use of the License Area as described above. 1. GRANT OF LICENSE A. Licensor grants to Licensee a personal, non-exclusive, revocable license ("License") to use the License Area as a concession stand and storage facility, more particularly described and shown on Exhibit "A" attached hereto. NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 1 of 11 B. Licensee may not use the License Area for any other purpose or business, other than as a concessions stand and storage facility, without first obtaining Licensor's prior written consent. C. Licensor shall not be held responsible for loss of, or damage to, any personal property left in, on, or about the License Area, or for any improvements made by Licensee on, about, or to the License Area. D. This License is made subject and subordinate to the prior and continuing right of Licensor to enter the License Area, and/or to use the License Area for any and all public right-of--way purposes. E. Licensor makes no warranties or representations concerning neither the Licensed Area nor any means of ingress or egress thereto or therefrom. Licensor agrees to provide gas, water, and electric service to the Licensed Area. F. Licensor may, in it sole discretion, upon notice to Licensee, terminate this License in the event that Licensee fails to perform, keep or comply with any covenant, condition, restriction or limitation required by this License to be performed, kept, or complied with by Licensee. 2. DUTIES OF LICENSEE A. Licensee shall provide to Licensor, prior to exercising any rights herein conferred to it, evidence of its status as a valid California nonprofit business entity; B. In exercising the rights herein conferred by Licensor to Licensee, Licensee agrees it must use reasonable care in its use of the License Area. Licensee agrees that any use it makes of the License Area as allowed herein shall be exercised with all reasonable diligence, care and precaution so as to avoid damage or waste to the land, property, improvements within the Licensed Area, or to the personnel of the Licensee. C. Licensee agrees to conform to any reasonable requirements set forth, required, or mandated by the Licensor related to the use of the License Area as a concession stand and storage facility during the License period. D. Licensee agrees that it has an absolute duty to maintain the License Area in a neat, clean, sanitary and safe condition, to the satisfaction of Licensor, at the sole cost and expense of Licensee, for which costs and expenses Licensee shall be solely obligated. The License Area shall be maintained in a manner consistent with community standards which will uphold the value of the License Area, in accordance with this LCA, the Santa Ana Municipal Code and all other applicable state and federal statutes and state agency regulations, and any and all local rules, regulations, ordinances and community standards. NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 2 of 11 E. Licensee agrees that it shall be responsible for the payment of all charges in connection with utility services provided to the License Area. "Utility services" shall include natural gas, water, electricity, sewer and trash removal. F. Licensee agrees it shall not record, hypothecate, assign or attempt to record, hypothecate or assign this personal, non-exclusive LCA. Any attempt by Licensee to record, hypothecate or assign this LCA shall automatically terminate this LCA and render this LCA null and void and invalid for all purposes; G. Licensee agrees to use the License Area solely for the sale of food products, storage of sports equipment, and conducting business incidental to the operation of Licensee's recreation programs; the storage and/or sale of tobacco and alcoholic beverages is expressly prohibited; H. Licensee agrees that all revenues derived from sales conducted at the concessions stand shall be used solely to support youth recreational programs within the City of Santa Ana; that all reasonable and necessary expenses of Licensee in connection with Licensee's operation of youth recreation programs shall be directly related to its youth recreation programs, and that said revenues and expenses shall not inure to the benefit of any individual. I. Licensee agrees to keep records of all transactions arising out of the operation of said concession stand, and to make such records available to Licensor, its agents or employees, at any time. J. Licensee agrees to file or cause to be filed with the Director of Parks, Recreation and Community Services Agency an annual financial report showing cash receipts and disbursements from all activities connected with Licensee's operations within the preceding year. K. Licensee agrees to cooperate in the prevention, suppression and abatement of trespass, vandalism, or other conditions existing in or around the Licensed Area, which the Director of Parks, Recreation and Community Services Agency determines to be detrimental to the health, safety or welfaze of the public, or that not in the best interests of public recreation, and which the Director directs Licensee to abate. L. Licensee shall comply with all laws, rules, and regulations of the United States of America, the State of California, the County of Orange, the City of Santa Ana and all applicable governmental entities, agencies, boards, commissions, and bureaus thereof in the exercise of this License. NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 3 of 11 3. DUTY TO CONSTRUCT IMPROVEMENTS A. Licensee agrees to prepare or cause to be prepared, at its sole cost and expense, construction plans and specifications for an Addition to the existing concession stand, which shall be submitted for review and approval by City within thirty (30) days of the execution of this LCA. Said plans and specifications shall be prepared to the satisfaction of the Director of Parks, Recreation and Community Services Agency. Licensee also agrees to all of the following: a. Licensee shall construct an Addition to the existing concessions stand on the Property by extending the south portion of the concessions standby 25 feet (500 square feet) to add space for equipment storage, in accordance with the construction drawings(s) attached as Exhibit "C"; b. In constructing the Addition to the concessions stand, Licensee agrees to use contractors that are licensed by the California Contractor's State License Board; c. After approval by Licensor of said construction plans and specifications, Licensee shall construct the Addition in conformity with said plans, with construction to begin within 30 days after the approval of said construction plans; completion of all construction activities shall occur within one (1) year of Licensor's approval of said construction plans; d. Construction fencing shall be installed and maintained around the Licensed Area until the construction project is completed and accepted by Licensor; e. The design of the newly constructed Improvements on the Property shall be architecturally consistent with the current concessions stand; f. Licensee shall install adequate security lighting around the License Area; g. Licensee shall relocate existing security lighting within the Licensed Area to a location designated by Licensor; h. Licensee shall install a 12 foot wide sidewalk from the License Area to the parking lot; i. Any Improvement or storage facility within the Licensed Area shall not be used by Licensee for storage of hazardous materials; j. Licensee shall provide to Licensor, prior to the commencement of any constructions activities on the Property, architectural and electrical plans for approval by Licensor; NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 4 of 11 k. Licensee shall be solely responsible for securing all necessary building permits prior to the commencement of any construction activities on the Property; Licensee shall provide to Licensor proof of all insurance as required herein; m. Licensee shall be responsible for, and shall ensure that, all construction activities contemplated herein shall be completed to Licensor's satisfaction within one (1) year of the commencement of construction activities. In the event Licensee does not complete all construction activities within one (1) of commencement of said construction activities, Licensor shall, in its sole and absolute discretion, and at the sole and exclusive cost of Licensee, arrange for the completion of said construction activities. 4. TERM The Term of this License shall be for five (5) years, which Licensee may extend in five (5) year increments, upon six (6) months written notice to Licensor. Such extension shall be solely at the Licensor's discretion. 5. NOTICES Any notice to be given by either Licensor or Licensees shall be deemed to be properly served if and when deposited with the United States Postal Service, postage prepaid, to the addresses below: TO LICENSOR: City of Santa Ana Parks, Recreation & Community Services Agency 20 Civic Center Plaza P.O. Box 1988 (M-) Santa Ana, CA 92702 Attn: Ron Ono TO LICENSEE: Santa Ana Association -Youth Football, Inc. 3050 Bradford Place,#E Santa Ana, California 92707 Attn: David Gonzalez, President 6. INSURANCE NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 5 of 11 A. Licensee, and every contractor Licensee hires, shall each maintain commercial general liability insurance with a combined single limit of not less than $1,000,000 per occurrence covering the License Area. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, employees, and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the Licensor, and (3) contain standard separation of insureds provisions. B. Licensee shall, prior to and as a condition precedent of exercising any rights under this LCA, (i) furnish properly executed certificates of insurance to the Licensor, which certificates shall clearly evidence all coverages required in Section 7(a) of this Agreement, and agree that such insurance shall not be materially changed or terminated except upon 30 days prior written notice to the Licensor, (ii) attach a completed and signed copy of the Licensor's "Additional Insured Endorsement" form, a copy of which is attached hereto as Exhibit "B", to the certificates of insurance noted above; (iii) maintain such insurance from the commencement date of this LCA until the Termination date of same; and (iv) replace such certificates of insurance for policies expiring prior to the termination date of this LCA. 7. INDEMNITY Licensee shall indemnify, defend and hold harmless Licensor, its officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person or damage to property, including property and employees, volunteers, officers or agents of Licensor or Licensee, and shall indemnify, defend and hold harmless Licensor, its officers, agents, employees and volunteers from all claims, demands, suits, actions or proceedings of any kind, and shall be responsible for any and all costs and expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the construction, reconstruction, maintenance, presence, operation, use, removal or state of repair, of the License Area. 8. GOVERNING LAW This LCA shall be governed by and construed in accordance with the laws of the State of California. 9. ENTIRE AGREEMENT This LCA, together with all attachments and Exhibits hereto, constitutes the entire understanding and Agreement of the Parties. This LCA supersedes any and all other Agreements, whether oral or written, between the Parties hereto with respect to the terms set forth in this LCA and contains all the covenants, conditions, terms and Agreements between the Parties with respect to the subject matter herein NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 6 of 11 described. Each Party to this LCA acknowledges that no representations, inducements, promises or agreements, whether oral or written, have been made by any party, or anyone acting on behalf of any party, with respect to the subject matter herein described, and that no Amendment hereto shall be effective unless set forth in writing, approved by the Licensor and Licensees. 10. INDEPENDENT CONTRACTOR It is understood and agreed by the Parties to this LCA that Licensee shall, in the performance of the terms and conditions contained herein, be acting in a wholly independent capacity and not as agents, employees, partners, or joint venturers of the Licensor. This LCA does not create a tenancy of any nature whatsoever between the Licensor and the Licensee. 11. ASSIGNMENT BY LICENSEE PROHIBITED In no event shall Licensees assign or transfer any of the rights conferred herein without the prior express written consent of the Licensor. 12. ATTORNEY FEES AND COSTS In the event that any action is commenced to enforce payment or performance under this LCA, or otherwise in connection with this LCA, the Parties agree that the prevailing party shall be reimbursed by the non-prevailing Party for all costs and attorneys' fees incurred by the prevailing Party in such action. NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 7 of 11 13. CONFLICT OF INTEREST No member, official or employee of the Licensor shall have any personal interest, direct or indirect, in this LCA, nor shall any member, official or employee of the Licensor participate in any decision relating to this LCA which affects his/her personal interests or the interests of any natural or legal person in which he/she directly or indirectly has a beneficial interest. The Parties hereto have executed this personal, non-exclusive, revocable LCA as of the date and year first written above. LICENSOR: THE CITY OF SANTA ANA By: _ David N. Rea ,City Ma ager City of Santa Ana LICENSEE: SANTA ANA ASSOCIATION-POP WARNER FOOTBALL, INC. David Gonzalez President Fed EIN - 95-3177547 APPROVED AS TO FORM Joseph W. Fletcher City Attorney Assistant ATTESTi ~'~~ CIA ~ HEALY CLE7PX OF THE COUNCIL NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 8 of 1 I EXHIBIT A DESCRIPTION -LICENSE AREA NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 9 of 11 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702;, their officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza (M- 36), Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective part of Policy # Issued to this endorsement form as a Named Insured Countersigned by Authorized Repr e ~ e NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 10 of 11 EXHIBIT C Construction Drawings NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT Page 11 of 11 .. CERTIFICATE OF LIABILITY INSURANCE I DATE~ 06/25/2001 - 1-215-24' -1074 nus CERTFlCATE IS ISSUED AS A MATTER OF INFORMATION Mar_b USA, :mo. ONLY NID COtFERS NO RIGHTS UPON nE """.......ATE HOLJlER. nIS """.nc.ATE DOES NOT AMEND, EXTEND OR Two Logan Square ALtm nE COVERAGE AFFORDED BYnE POUClES 1l8.DW. Philadelphia., ,PA 19103 IlSIJRBtS AFFORDING COVERAGE _11, Qwen.St..l-.arah.~ INSURED INSURER Ie Lex:bgtoD ~ce CoIIpaDy orange w.pire ConfereDCe INSURER a KatJ.cmo1 UD!.<m Pire I2uIUrBDee 0cIIpDy Santa Ana .&asociatlcm. 62011 1t'a%1lC' ATe '215 INSURERC: INSURER D: . BuntiJ:Jgtcll. Beach, CA 92647 INSURER E: r ---wit X:I1SU%'aDCe O::ap."y nE POlICESOF~ US1B> IIELOWWl.YEBEEN ISSUED TO THE RGJREO ro THE IISURS) NAMEDMCNE ORnE POUC'V PERiOD INDICATED. NC1I'WmtSTNIONG #H'(~. TERM OR COHOfl1C>>IOF Nf(CCJNTRACTOR. O1lEROOClMENTWIni AESPECTTOwttailllS CER1FICATE MAY BE ISSUED OR MAY PERTAIN. TIE HSURN<<:E MFORDEDBYnE POUCES OESCRJBED t-EREIN IS$UBJECTTO AU. lHETERMS.IElCCl.UStOHSNfO CONDmONSOFSlIai POLJCES. #DGREGI'.TE LNTS SHOWN ......YHAVE lEEK REDUCEDrN PAlO Ct.NMS ~ ""~ - TYPE OF 1ISUR.-...cE POIJC'fIOMlER lM1S LTR A ~1.IA8ILJTY 6992118 01/25/01 O?/25/08 EPCH~W.NCE $2,000,000 X GENERAL I.IABIUTY FIRE DAMAGE ~one"" $50,000 lcLws MADE[!}ccuR MED EXP (AnY one penon) I PERSONAL $ ADI/ INJlRY I GENERAl AGGREGATE $5,000,000 ~~TE=nPER PROOlICTS_COftWJOPN3G x POUCYn~CT we nolaware . 6992119 01/25/01 01/25/08 Sexual. Abuse 1IIi1/1IIi1 ~UAIlLIlY COMBlNEOSlNGlEUMIT I - ..., AUTO (Ea_ - I\U. OWNEO AUTOS BODILY IIWRY SCHEDUlEOAlITOS CPw...-l I >- f- HlREDAUTOS IIOOIl. Y IIWRY ~AUTOS CPw_ I - PROPERTYDAMAGE I CPw_ ~UAIlLIlY FPRO"~ .AS TO f ORM AUTOONLY -EAACaDENT I ..., AUTO OIliER TIWl EAACe . ( p- // / AUTOoNLY:. - . EXCEIBS UASUJY _m ... .12/1.1 I I/~ EACH OCCURAHCE . tfOCCUR DClAlMSMADE T L",r,,, "tJ~,jy AGGREGATE . =1=. AS.~.dsWrH L'ittlorne I D ~~IIg:"" . _LOYER'& UAIlIUTY E.L EACH ACCIlENT I E.L DISEASE-EA . E.L DISEASE -POUCYUMIT . OTIER A . B ~... ""cid..,t _cal SRG9108336 01/25/01 01/25/08 $100. 000 . DE$CRIP11ON OF 0PERA1IONSILOCA11OfISNEHICL,ES ADDED IY END lJPacuewnsPECIAL PROYISIOtII li'W ,,_ TaokJ.. aDd Flag Footba11 Activiti... iDc1udi>>g Choor1.odiDg aDd 1>oDc. Frogr...... AddiHoaal :EDourod .to"" 10 provided as per p.,.,. 12984 (4/99) aDd ClJ2026 (11/85) attached to the po1iey. This iusurance i. primary per t1w teDUll of polley :foza CQOOO1 (10/01) CERTlRCATE HOLDER Tx IADDITIOHAL HOURED: INSURER LETTER:A CANCELlATION City of Santa Ana SHOULD Nf'( OFntE ABOVEDESCRlBED POUCIES BE CANCALLED BEFORETHE EXPtRAllON DATETlEREOF. THE ISSWfG IN$URER.WLL. ENDEVOR TO IIAIL.J!.. DAYSWRITTEH NOTICETOlHE CER11FICATE HOl.DER NAMED TOTHE LEfT. BUT FAILURE TO DO so sHAlL 20 Civie Center Plasa IMPOSE NO OBlIGATlON OR UABtlJTY OF ANY KIND UPON THE INSURER. rr&AGENTS OR Santa Ana. CA. 92701 REl'RE$ENTA...... AlIVE ...... A~ "'IT ...... COVERAGES CBRr . 192-20070485 '" POLICY NUMBER: 6992718 COMMERCIAL GENERAl UABIUTY CG20261185 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 UABlUTY COVERAGE PART. SCHEDULE Name of Person or OrganIZation: The City of Santa Ana 20 Civic Center Plaza Santa Ana, CA92701 Their respective officers, employees, agents, volunteers and representatives are named as additional Insureds. (If no entry appears above, j"foIl1l3tion required \0 COh'pIete lhis endorsement will be sholNn in the Declarations as applicable \0 this endorsement) WHO IS AN INSURED (Section II) is amended \0 include as an insured the person or aganization sholNn in the Schedule as an insured but only with respect \0 Iiabl&ly arising out of your operations or premises owned by or rented \0 you. CG 20 261185 @ Insurance Services Office, Inc., 1984 APPROVED AS 'fO FORM ;%3 'Z/3 ~'~.:..)l,,~aul,. i...-il). h.ttul.aey. .. b. If a claim is made or "suit" is broUght against any insured. you must: (i) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written n0- tice of the claim or "suit" as soon as practiar b1e. c. You and any other involved insured must: (i) Immediately send us copies of any de- mands. notices, summonses or legal pa- pers received in comection with the claim or IlsUr; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured becaUse of injl.l'Y or damage to which this insurance may also apply. d. No insured YAII, except at that Insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our conSent. 3. Legal ktion Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherYAse bring us intO a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its tenns have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the tenns of this Coverage Part or that are in excess of the ap- plicable limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Pari. our obligations are limited as follows: a. Primary Insurance This Insurance is primary except when b. be- low applies. If this insurance is primary, our obligations are not affected unless any of the other msurance is also primary. Then, we will share with all that other insur3nce by the method desaibed in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pri- mary. excess. contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or simi- lar coverage for "Your work"; (b) That Is Fire insurance for premises rented to you or temporarily occupied by you YAth pennission of the owner; (c) That is insurance purchased by you to cover your fiability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with pennission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft. "autOs" or watercraft to the extent not subject to EXclusion g. of Section I - Coverage A - Bodily In- jury And Properly Damage Uability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional In- sured by attachment of an endorsement. APPROVEiJ AS TO FORM ~s~~ AS::;lStan,. GiiY Attorney' CG 00 0110 01 @ ISO Properties. Inc., 2000 Page 11 of 16 0