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HomeMy WebLinkAboutAMERICAN RED CROSS ORANGE COUNTY CHAPTER-2011?.AAN 2 g ??d? N-2011-009 S??yr.?e C.rr?cl;?c?c? ??, LICENSE AGREEMENT This License Agreement, entered on this Third day of January, 2011, by and between the City of Santa Ana, a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "Licensor", on the one hand, and the Orange County Chapter of the American Red Cross ("Red Cross") a nonprofit corporation located at 601 North Golden Circle Drive, Santa Ana, California and the Santa Ana Police Foundation ("Foundation") anon-profit public charity located at 1801 E Park Court Place, Building E, Suite 103 Santa Ana, California, on the other hand and hereinafter collectively referred to as "Licensee". 1 . GRANT OF LICENSE. In consideration of the terms and conditions herein set forth, Licensor hereby grants to Licensee, a personal, revocable, non-exclusive license for the erection of an approved elevated radio relay station within and upon the City Hall Building located at 20 Civic Center Plaza, Santa Ana, (hereinafter "facility") and the installation of all approved electrical equipment needed to make said radio relay station operational. All activities taken by the Licensee pursuant to this License shall be subject to the final approval of the Licensor. 2. PURPOSE OF LICENSE. The purpose of granting this License is to allow the Red Cross to further use its radio communication system to provide a vehicle for enhanced disaster response by communicating between and alerting members of the Orange County business community of an emergency situation and thereby allowing the business community to mobilize to effectively to deal with the emergency and aid in recovery. 3. TERM OF LICENSE. This License shall commence on January 3, 2011 and continue in perpetuity following the erection of the radio relay station and installation of the necessary electrical systems. Any violation of applicable federal, state and/or local laws or regulations by the Licensee will immediately terminate the License. The License shall. immediately terminate if the financial resources for maintenance of the station cease to be provided by the Licensee. The License shall also be immediately terminable by the Licensor should the actual use of the radio relay station vary from the use as set forth in Section 2 "PURPOSE OF LICENSE" hereto. Licensor or Licensee may terminate the License with thirty (30) days written notice to the other parties. Failure of any party to abide by the terms of this Agreement shall result in a breach of said Agreement and will result in the immediate termination of said Agreement. Page 1 of 5 LICENSEE: Orange County Chapter American Red Cross 601 North Golden Circle Dr. Santa Ana, CA 92705-3902 Santa Ana Police Foundation 1801 E. Park Court Place Building "E" Suite 103 Santa Ana, CA 92701 LICENSOR: City of Santa Ana Attn: City Clerk City Hall, 8`?' Fl. Santa Ana, CA 92702 4. LICENSE FEE The Licensee agrees to pay to the Licensor, in advance of the commencement of this License, and thereafter on the anniversary date of this Agreement, a license fee of $1.00 per year, said payment to be made payable to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California, 92701. 5. ERECTION AND MAINTENANCE Licensee Santa Ana Police Foundation shall provide funding to the Red Cross for the purchase and erection of said elevated radio relay station and installation of all electrical equipment needed to make said relay station operational by Licensee the Red Cross and to further provide funding for the ongoing maintenance of said relay station. It shall be the duty of the Red Cross to conduct any and all inspections, maintenance and repairs of the radio relay station and the radio communication system within a reasonable and ongoing schedule. Actual costs of equipment and materials required to effect such repair and maintenance shall be the responsibility of Licensee Foundation. Labor costs associated to such repair and maintenance shall be the responsibility of Licensee Red Cross. 6. PAYMENT OF FEES AND COSTS The payment of all fees and costs associated with the erection and maintenance and repairs of the radio relay station and the radio communications systems including but Page 2 of 5 not limited to utility fees, building costs, and licensing fees shall by paid by the Licensee Foundation. Said costs shall not exceed $1,500.00 per calendar year without written consent of said Foundation. 7. INGRESS AND EGRESS Licensor reserves the right to enter upon the facility covered by this License at any and all times during the term of this License and to conduct any inspection of the improvements as it may deem necessary. 8. ACCESS TO RADIO RELAY STATION AND RADIO COMMUNICATION SYSTEM The City shall provide the Red Cross and the Foundation, their agents, employees and volunteers access to the radio relay station and radio communication system before, during and after business hours for the purpose of inspecting, maintaining and repairing said station and communication system. 9. IMPROVEMENTS Licensee agrees not to install or make any improvements to the premises without the written approval of Licensor. Licensee agrees to pay all costs of installation, operation, maintenance, repair and removal of any improvements in the facility. 1 O. INDEMNITY Licensee shall defend and indemnify and save harmless Licensor, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which Licensor, its officers, agents, employees, representatives or volunteers may sustain or incur or which may be imposed upon them including, but not limited to, for injury to or death of persons, or damage to property or loss of profits as a result of, or arising out of, the negligence of Licensee, its officers, agents, employees, invitees, or licensees, in connection with the occupancy and use of said Facility by Licensee. The Foundation and the Red Cross, shall defend and indemnify each other and their officers, governors, agents, directors, trustees, employees and volunteers, and hold harmless one another from any legal liability, including reasonable attorney fees, in respect to bodily injury, death, and property damage arising from the negligence of the Foundation, the Red Cross and/or the City, or their agents. Page 3 of 5 In no event shall any Party be liable to any other party in damages for termination of this agreement. In no event shall the Foundation or the Red Cross be liable to each other for any lost profits, consequential, exemplary, incidental, punitive or any other types of damages, including without limitation damages for personal injury, death, costs of delay, failure of delivery, cost of lost activities, regardless of whether the Foundation and/or the Red Cross have been advised of the possibility of such damages. The Red Cross shall be responsible for damage to equipment; but only to the extent damage is caused due to the negligence of the Red Cross. 11 . INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this Agreement, will be acting in a wholly independent capacity and not as agent, employee, partner, or joint venture of the Licensor. 12. METHOD OF COOPERATION The Red Cross, in cooperation with the City and the Foundation, will develop and produce in writing a handbook for policies and procedures for the operation of the radio relay station and communication system. All parties hereto agree to abide by the policies and the procedures contained in said handbook. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year set forth below. IT IS SO AGREED: ORANGE COi_J?N"TY CHAPTER, RED CROSS (Name) ? ? 5?4,.?..,r VI ?ad...t Dated: f ? ?' ??? CITY OF SA AN By: ' _? (Name) Dated: I f /? ? /r ATTEST. MARIA D. HUIZAR CLERK OF THE COUNCIL Page 4 of 5 SANTA ANA LICE ATION B y: me) ?? Dated: ? -.4i? ?.l ? ???? AP VED AS FO Joseph Straka Assistant City Attorney Page 5 of 5