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HomeMy WebLinkAboutFIRST AMERICAN TITLE INSURANCE -20131 INSUPANCE NOT ON FILE RK MAY NO J PROCEED CLERK OF COUNCIL w 1? I DATE: y 2. -- I LICENSE AGREEMENT N-2013-054 This LICENSE AGREEMENT ("Agreement") is dated as of April 1, 2013, and entered into by and between FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation ("First American"), and the CITY OF SANTA ANA, a California municipal corporation ("Licensee"). RECITALS: A. First American Financial Corporation ("FAC"), First American's parent company, is the owner of that certain real property located at 114 E, 51" St., Santa Ana, CA ("Property"). B. Licensee desires to use the courtyard parking lot on the Property ("License Area") as a command post for Licensee's police department's mounted patrol (i.e., horse patrol) during the Cinco de Mayo Festival in the City of Santa Ana on May 4 and 5, First American has agreed to grant Licensee a license to use the License Area, on the terms and conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. License. On behalf of FAC, First American hereby grants to Licensee a license to the non-exclusive use the License Area on May 4 and 5, 2013, for the purpose described in Recital B, upon the terms and conditions set forth herein ("License"), subject to Licensee's performance of all of its obligations under this Agreement. This Agreement is intended and shall be construed only as a revocable license to use the License Area and not as a lease or grant of any possessory or other interest. 2. Clean Un. Licensee shall, each day after use of the License Area, leave the License Area in a neat and clean condition to the reasonable satisfaction of First American, free of trash and debris, and Licensee shall remove all property and materials of Licensee. Licensee shall cause the License Area to be steam cleaned, with such work to be completed no later than 5:00 a.m. on May 6, 2013, and the License shall be extended to such time for the limited purpose of allowing the steam cleaning work to be completed. 3. Compliance with Laws. Licensee shall cause all activities of Licensee under this Agreement and all activities on the License Area to be performed in compliance with all applicable federal, state, and local laws, ordinances, and regulations, and permits. 4. Damaee. In the event that Licensee damages any portion of the License Area or Property or the improvements or equipment therein, Licensee shall immediately repair the damage. Alternatively, First American may, at First American's election, repair the damage in which case Licensee shall reimburse First American for First American's cost within fifteen (15) days of receipt of written demand from First American, 5. Licensee Parties. Licensee, together with its employees, agents, representatives, and all persons entering the License Area and any other portion of the Property, by or through or at the direction of Licensee, are collectively referred to herein as the "Licensee Parties." Licensee shall be responsible for the Licensee Parties and shall cause the Licensee Parties to comply with the terms of this Agreement. 6. Fee. Licensee shall pay to First American a fee for the use of the License Area in the amount of $20.00 ("License Fee'7. 7. AS-IS Condition. First American makes no representation or warranty of any kind as to the condition of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee's own investigation of the condition of the License Area. The license to use the License Area shall be granted on an "AS-IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by First American, or by operation of law. First American expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the License Area shall be subject to the License Area being in a usable and safe condition at the time of Licensee's use and Licensee shall be responsible for determining whether the License Area is in such condition. In connection therewith, in the event that the License Area or access thereto is damaged or obstructed or the use by Licensee is otherwise impaired, prevented or limited, First American shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe and Licensee's sole remedy shall be the return of the License Fee paid to First American. 8. Indemnity. Licensee shall indemnify, defend, and hold harmless First American, FAC, and their respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding property, or Licensee's breach or default in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to Covered. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of this Section 8 shall survive the termination or expiration of this Agreement. Miscellaneous. 9.1 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 First American and Licensee. 9.2 Severabilitv. If any tern, 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. 9.3 No Assignment. Licensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of First American, which consent may be withheld in First American's sole and absolute discretion, 9.4 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. 9.5 Litigation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 9.6 Authority. Tire persons executing this Agreement on behalf of the parties hereto represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions of this Agreement. 9.7 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. IN WITNESS WHEREOF, First American and Licensee have entered into this Agreement as of the day and year first written above. FIRST AMERICAN: FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation BY: T L4? Its: By: s c cham Its: Vice President, niredor Corporate Real Estate LICENSEE CITY OF SAN 6A CA;I?alifomia municipal cote is By: Its: Kevin O'Rourke, Interim City Manager ATTEST: MARIA 14UTZAR City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Assistant City Attorney