HomeMy WebLinkAboutSANTA ANA GIRLS FAST PITCH SOFTBALL LEAGUE - 2008INSUNANCE ON FILE
WORK MAY PROCEED
UNTIt, INSURANCE EXPIRES
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CL€RK OF COUNCIL
A-2008-184
DATE: 7 3v_ofS NON-EXCLUSIVE LICENSE AGREEMENT FOR OPERATION OF
CONCESSION STAND AT THORNTON PARK BY SANTA ANA GIRLS
o~+~: Turks R Rem. (~~ FAST PITCH SOFTBALL
W V ~C~~hDm O K vVLS
I THIS LICENSE AGREEMENT (hereinafter "License") is made and entered
into on ~ u~ U `] , 2008, between the City of Santa Ana, a charter city
and municipal core ration duly organized under the Constitution and laws of the State of
Califomia (hereinafter "City" or "Licensor"), and the Santa Ana Girls Fastpitch Softball
League, a California Non-Profit Public Benefit Corporation (hereinafter "Licensee").
RECITALS
A. Licensor constructed a concession stand on real property located at Thornton Park in the
city of Santa Ana, state of California, more specifically described in Exhibit
"A", Description -Licensed Area; attached hereto (hereinafter "Property" or "License
Area").
B. Licensor and Licensee desire to enter into this License whereby Licensee shall be
permitted, in accordance with the terms and conditions herein, to operate the
City's concession stand located at Thomton Pazk.
GRANT OF LICENSE
A. Licensor gants to Licensee a personal, non-exclusive, revocable license
("License") to use the License Area as a concession stand, more particularly
described and shown on Exhibit "A" attached hereto.
B. Licensee may not use the License Area for any other purpose or business, other
than as a concession stand, without first obtaining Licensor's prior written
consent.
C. The Director of Parks and Recreation has absolute and final authority to approve
or not approve sale at certain events or programs.
D. 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.
E. 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
purposes.
F. Licensor makes no warranties or representations concerning the Licensed Area or
any means of ingress or egress thereto or therefrom. Licensor agrees to provide
gas, water, and electric service to the Licensed Area.
NON-EXCLUSIVE LICENSE AGREEMENT
Page 1 of 8
G. 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 January 1, 2009, evidence of its status
as a valid California nonprofit business entity.
B. Licensee is responsible for the maintenance of the interior of the concession stand
and will assist in the cleanup of the exterior when selling product. Licensee shall
be responsible for all trash, garbage, paper, boxes, cartons, cans, containers, litter,
etc., generated by the concession stand inside and outside of the immediate
concession stand area.
C. Licensee shall, at all times for the duration of the agreement, be responsible for all
personal appliances, and all equipment necessary for storage, preparation, and
serving of food and drinks in a clean, safe, sanitary manner. Personal appliances
allowed are limited to a refrigerator, microwave, coffee maker, and crock pot.
Any other appliances in question shall require the City's prior approval.
D. Licensee agrees that no hot plates, grills, open flames, deep fryers, or any
appliances that do not have an automatic shutoff device shall be allowed in the
concession stand at any time. Licensor, if upon inspection, finds unpermitted
appliances or equipment in the facility, shall require Licensee to remove them
immediately.
E. Licensee shall be responsible for the security of the building property upon
cessation of its use, and for the contents of the concession stand.
F. The concession facilities shall only be operated by the Licensee, its agents,
officers, employees, volunteers, and members, and such operation shall occur
only during regularly scheduled Santa Ana Girls Fastpitch Softball games and
practices, unless approved by the Executive Director of Parks, Recreation and
Community Services Agency.
G. At the end or expiration of the term, the Licensee shall deliver up the demised
Premises in good order and condition. No improvements or alterations shall be
made in or to the hereby demised Premises without the consent of the City in
writing.
H. Licensee agrees to use the License Area solely for the sale of food products, and
conducting business incidental to the operation of Licensee's programs; the
storage and/or sale of tobacco and alcoholic beverages or other unhealthy food
products or sexual products is expressly prohibited. Licensee is allowed to sell
NON-EXCLUSIVE LICENSE AGREEMENT
Page 2 of 8
packaged snacks and drinks. Licensee will make a good faith effort to sell at
least 50% healthy snacks and drinks.
I. 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.
J. 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 during the License period.
K. 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 License, 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.
L. Licensee agrees it shall not record, hypothecate, assign or attempt to record,
hypothecate or assign this personal, non-exclusive License. Any attempt by
Licensee to record, hypothecate or assign this License shall automatically
terminate this License and render this License null and void and invalid for all
purposes.
M. Licensee agrees that all revenues derived from sales conducted at the concessions
stand shall be used solely to support the provision of materials and supplies for
youth recreational program, and/or improvements on public property that are
reasonable and necessary expenses of Licensee in connection with Licensee's
operation of youth recreation programs and that said revenues and expenses shall
not inure to the benefit of any individual.
N. 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 welfare of the public, or that
not in the best interests of public recreation, and which the Director directs
Licensee to abate.
O. 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
NON-EXCLUSNE LICENSE AGREEMENT
Page 3 of 8
all applicable governmental entities, agencies, boards, commissions, and bureaus
thereof in the exercise of this License.
3. TERM
The Term of this License shall be from the date that this License is approved by
all parties through January 1, 2009. Upon proof ofnon-profit status, this license
shall automatically extend to June 30, 2010. If Licensee fails to provide proof of
its non-profit status prior to January 1, 2009, this License shall terminate on
January 1, 2009. Provided Licensee shows proof ofnon-profit status, this License
is subject to renewal for two (2) five-year terms upon six (6) months written
notice to Licensor. Such extension shall be solely at the Licensor's discretion.
4. 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
Pazks, Recreation & Community Services Agency
20 Civic Center Plaza
P.O. Box 1988 (M-23)
Santa Ana, CA 92702
Attn: Ron Ono
TO LICENSEE:
Santa Ana Girls Fastpitch Softball League
3101 S. Fairview #142
Santa Ana, California 92704
Attn: Tessa Santoro, President
5. INSURANCE
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 standazd separation of
insureds provisions.
B. Licensee shall, prior to and as a condition precedent of exercising any rights under
this License, (i) furnish properly executed certificates of insurance to the
Licensor, which certificates shall clearly evidence all coverages required in
NON-EXCLUSIVE LICENSE AGREEMENT
Page 4 of 8
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 License until the Termination date of same; and (iv)
replace such certificates of insurance for policies expiring prior to the termination
date of this License.
6. 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.
GOVERNING LAW
This License shall be governed by and construed in accordance with the laws of
the State of California.
8. ENTIRE AGREEMENT
This License, together with all attachments and Exhibits hereto, constitutes the
entire understanding and Agreement of the Parties. This License supersedes any
and all other Agreements, whether oral or written, between the Parties hereto with
respect to the terms set forth in this License and contains all the covenants,
conditions, teens and Agreements between the Parties with respect to the subject
matter herein described. Each Party to this License 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.
9. INDEPENDENT CONTRACTOR
It is understood and agreed by the Parties to this License 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
NON-EXCLUSIVE LICENSE AGREEMENT
Page 5 of 8
venturers of the Licensor. This License does not create a tenancy of any nature
whatsoever between the Licensor and the Licensee.
10. 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.
11. ATTORNEY FEES AND COSTS
In the event that any action is commenced to enforce payment or performance
under this License, or otherwise in connection with this License, 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.
12. CONFLICT OF INTEREST
No member, official or employee of the Licensor shall have any personal interest,
direct or indirect, in this License, nor shall any member, official or employee of
the Licensor participate in any decision relating to this License which affects
his/her personal interests or the interests of any natural or legal person in which
he/she directly orindirectly has a beneficialinterest.
The Parties hereto have executed this personal, non-exclusive, revocable License as of
the date and year first written above.
LICENSOR:
THE CITY OF SANTA ANA
B
~,~David N. Ream, ity Manag~
City ofSanta Ana
APPROVED AS TO FORM
LICENSEE:
Santa Ana Girls Fastpitch Softball
League
By: ~ L~ CJ~.
Tessa Santoro
President
A
Joseph W. Fletcher
City Attorne
By:
Sandoval
nior Assistant City Attorney
Patricia E. Healy` '~
Clerk Of The Council
NON-EXCLUSNE LICENSE AGREEMENT
Page 6 of 8
EXHIBIT A
DESCRIPTION -LICENSE AREA
NON-EXCLUSIVE LICENSE AGREEMENT
Page 7 of 8
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 ,this endorsement form as a
part of Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
NON-EXCLUSIVE LICENSE AGREEMENT
Page 8 of 8
_ ,
ACORD CERTIFICATE OF LIABILI TY INSURANCE eileizooa
PROOUCSa THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Bollinger, Inc. ONLY AND CONFERS Np RIGHTS UPON THE CERTIFICATE
lol JFK Parkway HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Sh
t Hill
NJ 07078-5000
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
or
s,
INSURERS AFFORDING COVERAGE
Phone No. 800_-52_6-1_374 Fax No. 973-921-2876
~ ~ ~
INSURED INSURER A: Markel In9UranCe Company
Amateur Softball Aa6ociatioa and Members pf the ASA INSURERS: Markel Insurance Company
JO SoCal InBiv Reg Bmgram .~_..... ___-_-__.____._,_-_...__.-__..______..__.._..._-...-..-___~
Phil Gutierrez INSURERL: Everest National Iasurance Compare
PO Ho% 5026 INSUAER D:
Oceanside CA 92052 WSURER E:
COVERLC.FS
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REOUIREMEN7, TERM OR CONDITION OF ANY CDNTRACT 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BV PAID-0LAIMS.
~
INSR TYPE OF INSURANCE POLICY NUMBER R YEFF POLICY EIIPIRgTION LIMITS
GENERAL LMBILITY 36D2AHZ3DO68
I
01 /01 /O8
01/01/09 EACHOCCURRENCE $ Z, OOO, DDD
A X COMMERCIAL GENERAL UACILITY ; FIRE DAAUGE(Mry aAa fire) 5 3DD, DDD
CLAIMS MADE ~ DCCUR i MED E%P Myonaperaonl $ 1D., DDD
I $0 Deductible
FERSONQ SADV INJURY f 2.000, DDD
' A g Participant Liable I i GENERAL AGGREGATE s 5, 000 000
GEN'L AGGREGATE LIMIT APPLIES PER: I ! PRODUCTS-COMP/OP AGG f 2, DDD, DDD
POLICY ;PRO- LOC
Aur
-- osomLE l.wBIUTY i
COMBINED SINGLE LIMIT
$
__ ANY AUTO ;. lES ecWanp '
ALL OWNED AUTOS
I
I
BODILY INAIRV -_
f
~ SCHEDULEPAUTOS i IPofpeno^)
HIRED AUTOS ~ ~ BODILY INAIRY
S
NON-0WNED AUTOS I 1PoraweenQ
{
PROPERTY DAMAGE
f
M4 (Per acdoanD
DAMGE LIABILITY ~ ` I AUTO ONLY-EA ACGDENT S
ANY AUTO ~ ~ j
I EA ACC
OTHER THAN $
' AUTOONLY: AOD S
E%CESS OABILITY
~iciDOOOl3-Dn I
01/01/08
01/01/09 EACH OCCURRENCE j f 3, OOOy DDD
C - I OCCUR CLAIMS MADE 4
! AGGREGATE S 3, DDD, DDD
Umbrella Form ! s
I DEDDCTIBLE
~ { $
RETENTION $ 1 E
WORKERS COMPENSATIONAND TA
EMPLpYER$'LIABIDTY
E.L EAGI ACCIDENT - - - -
f
E.L DISEASE-. EA EMPLOY ;
E.L. DISEASE-POLICY LIM17 - f
Acei dent Medical 4102AH220317 . Ol/Ol./OB' Ol/Ol/O9 Ned Max. $250,000
B
Full Excess
DESCRIPTION OF OPERATIONSA.OCATIONSNEHICLESIE%CWSIONS ADDED BY DIDORSEMENp$PECULPROVISIDN9
Coverage applies to liability of the named inaured arising out of the administration, play or
practice of amateur softball. Certificate holder is named as an additional inaured. This
certificate is issued on behalf of: FOUntain Valley Girls Pastpitch Softball
' of Seater Ana, its officers, agenta,ea~lOyee SHOULD ANYOF 7HEABOVE DESCRIBED POLICES BE CANCELLED HEFORE THE E%PIRATON
vo111ateera 8r6 named ae additioaal inaUredB DATE 1HEREOF, THE ISSUxG INSURER WILL ENDEAVOR TO MNL 3 ~ DAYS WRITTEN
ay shall be Drimaxy aad nOa COatribatOry t0 NOME TO THE CERRFlCATE HOLDER NAMED TO THE LEFT. BUT FAILURE To. Do SO SHALL
'S8nCe Or 891E ineureaCe carried by IMPOSE NO OBLIWTION oR LIA&LITY OF ANY KING UPON THE INSURER IT9 AO[NTS OR ,
city Of seats Ana .... REPNESENTATIVES.
THIS ENDORSEMENTCHANGESTHEPOLICY. PLEASE READITCAREFULLY
ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION FOR
AMATEUR SOFTBALL ASSOCIATION OF AMERICA ACTIVITIES
This endorsement modifies insurance provided underthe following:
COMMERCIAL GENERAL LIABILITYCOVERAGEFQRM
With respectto wverage provided by this endorsement, the provisions of the Coverage Fortn apply unless
Rncp o~ Santa. Aua, ita officers, apeaCS, ®plog~q
3602AH230069 01/01!08-01/01/09 a ~wnan lha a6acnedtr6ncwMamvase
lewd 6y
MARKEL INSURANCECOMPANY ~~
SCHEDULE
Name. of Person or Organization:
AsBhow on the Attached Certificate of Insurance
A. The following is added toSedionll-WHOISANINSURED:
The person or organization shown in the above SCHEDULE but only with respect to liabilityarising out
of the organization, promotion, administration and conduct of amateur softball activites, Induding
games, pradices, tournaments, and fund-raising activities, underthe rules of the Amateur Softball
AssodationofAmerica, provided:
a, That'If the person or organization is designated as a Team, the person or organization so designated
shall be deemedto includeteam members, managers, coaches, assistants, batboys, registered
scorekeepers, sponsors, any other individual partidpating in the offidal fundions of the team, and if
so indicated, a Field Owner, but ony for liabilityarisingnut of the designated Team's amateur
softball activities covered underthis policy;
b. That if the person or organization is designated as a League, the interestof the Leagueshall not be
included unless all teams in the League purohasethis insurance.
When the interest of the League is so induded, the person or organization designated as a League
shall be deemed to indude alfteams in the league and team members, managers, coaches,
assistants, batboys, registeredscorekeepers, sponsors, any other individual participating in the
officiatfunctions of theteague or of arty such teams, and if so indicated, a Field Owner, but only for
Iiatalily arising out of the designated League'samateuraoftball activitieswvered under this policy;
All otherterms and conditions of this policy remain unchanged.
`" ""
7959 GL 0996 Induda copydghaM materialof lneumnce6arvicaeOlllu, Mc.wih lhpumhtion Pa 1or1
CWY~9h41rourance 3ervkesOMMcce, Inc. ~
POLICY NUMBER: 3602AH23006&0 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -MANAGERS OR LESSORS OF
PREMISES
This endorsement modiFles insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
t. Designation of Premises (Part Leased to You): Softball Facility
2. Name of Person or Organtrafion (Additional Insured): City of Santa Ana, its oflloars, agents, employees antl volunteers are named as additional
3
Additional Premium: NIL insureds. Policy shall bepdmary and non contdbutory to Insurance or self Insurance tamed
. by the City ai Santa Ana.
(If no entry appears above, the Information required to complete this endorsement will be shown in the Declara•
lions es applksble to this endorsement)
WHO IS INSURED (Sedion Ip Ia amendetl to irrclude as This Insurance does rwt apply lo:
an insured the person or organization shown in the
Schedule but only with reaped to IiebllKy amslmg out 1. Any'atxurence" which takes place after you
or Iha ownership, mairMenance or uea of that pail of cease to ba a tenant: in that premises.
the premises leased to you and shown in the Schedule
and suhjecl to Me foAowing additional exduswns: 2. Stnrdural alterations, new consbudion or dem-
olition operations perrormed try or on behaM of
the person a organization Shown in the Sched-
ule.
Ciiy of Santa Ana is named as an additional inswed.
With respect to claims arising out of the operetbns and uses performed by or on hehatt of the named
insured, such insurance is a8orded by this policy Is primary and is not additonal to or contributing
with any other insurance carried by or for the benefitjof the additional insureds.
~~
CG 201.1 11 85 Copyright, Insurance Services Office, Inc., 18A{