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HomeMy WebLinkAboutKIDWORKS COMMUNITY DEVELOPMENT CORPORATION (10) - 2014iNNUgAN0A- tCN rii:u N -2014 -034 WORK MAY PROCEED JNTIL INSURANCE. EXPIRES GLERK OF COUNG4L DATE: LICENSE AGREEMENT This LICENSE AGREEMENT ( "Agreement ") is dated as of April U , 2014, and -a entered into by and between CITY OF SANTA ANA, a California municipal corporation 3 ("City "), and the KIDWORKS COMMUNITY DEVELOPMENT CORPORATION, a 501(c) -a: (3) non - profit organization in the State of California ( "Licensee "). I RECITALS: A. The City is the owner of that certain real property known as the City Corporate Yard located at 220 S. Daisy Ave., Santa Ana, CA, 92701 ( "Property "). B. Licensee desires to use the City Corporate Yard parking lot ( "License Area ") for purposes of "parking" vehicles during the Licensee's hosting of Din de los Ninos event on April 12, 2014. C. The City has agreed to grant Licensee a license to use the License Area, on the terms and conditions set forth in this Agreement. D. On April 12, 2014, Licensee will be hosting the Third Annual Dia de los Ninos Celebration in conjunction with the Myrtle Street Task Force The Myrtle Street Task Force is an emerging collaborative of local churches, eomvnunity- based /non -profit organizations, resident /neighborhood leaders and public safety and enforcement agencies focused on coordinating strategies for improving community safety, quality of lily and increased access to community resources for residents in a challenged environment of drug sales, crime and graffiti. The task force has been planning the Third Annual Dia de los Ninos Celebration between the 1900 and 2209 block of Myrtle Street between Friendship Park and Daisy Avenue. It is anticipated that at least 500 persons will participate in this event, which will feature: Activities for children, a Resource Fair, and Cultural and Educational entertainment featured on the show mobile trailer. The goal of the event is to engage residents with each other and other community stakeholders and task force participants to increase awareness and access to community resources to strengthen community safety, wellbeing and quality of life for children in the Santa Ana Building Healthy Communities work since 2009. After the dialogue, they will take a walking tour of KidWorks and the immediate vicinity. 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: I. License. The City hereby grants to Licensee a license to the non - exclusive use the License Area on April 12, 2014, 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 License shall commence at 7:00am and terminate at 6:OOpm on April 12, 2014, unless extended in writing by the Executive Director of Finance and Management Services Agency, or his designee. This Agreement is intended and shall be 1 of 5 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 UP. Licensee shall, after use of the License Area; leave the License Area in a neat and clean condition to the reasonable satisfaction of the City, free of trash and debris, and Licensee shall remove all property and materials of Licensee. Licensee shall cause the License Area to be cleaned, with such work to be completed no later than the times specified in the License as stated in paragraph 1 above, and the License shall be extended to such time for the limited purpose of allowing the 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. Damage, 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, the City may, at its election, repair the damage in which case Licensee shall reimburse the City for its cost within fifteen (15) days of receipt of written demand from City. 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 City NO FEE for the use of the License Area. 7. AS -IS Condition. City 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 City, or by operation of law. City 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, City shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe. 8. Commercial General Liability Insurance. Licensee shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to 2 of 5 property, resulting from any act or occurrence arising out of Licensee Parties use of the license area, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 9. Indemnity. Licensee shall indemnify, defend, and hold harmless City, and its 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 afinding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of this Section 9 shall survive the termination or expiration of this Agreement. 10. Miscellaneous. 10.1 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 the City and Licensee. 102 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. 10.3 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 City, which consent may be withheld in City's sole and absolute discretion. 3of5 10.4 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. 10.5 Litigation Ex ep_nses. 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. 10.6 Authority. The 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. 10.7 Execution in Counternart. 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, City and Licensee have entered into this Agreement as of the day and year first written above. CITY OF SANTA ANA: CITY OF SANTA ANA, a California municipal cor tion 41 DAVID CAVAZOS Ll City Manager ATTEST: MARIA HUI AR 61 City Clerk LICENSEE: KIDWORKS COMMUNITY DEVELOP NT CORPORATION, a California (c )corporation By: Its: P ; By: Its:rafi MGngger yw�y � y 4of5 APPROVED AS TO FORM: SONIA R. CARVALHO City AttornC ---�/ B ose Sandoval i of Assistant City Attorneyy RECOMMENDED FOR APPROVAL 14 Nt \, t FRANCISCO GUTIERREZ Executive Director of Finance and Management Agency 5of5 ACORD CERTIFICATE OF LIABILITY INSURANCE TYPE OF INSURANCE DATE28 /2014 03/28/2014 PRODUCER (949) 218 -0840 NARVER INSURANCE 641 W. LAS TUNAS DRIVE SAN GABRIEL CA 91776 -7119 POLICY EXPIRATION DATE MM/DDM' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE X NAIL# INSURED KidWorks Community Development Corporation 1902 West Chestnut Avenue Santa Ana CA 92703- INSURERA: PHILADELPHIA INDEMNITY 18058 INSURER B: EVEREST NATIONAL $ 11000,000 10120 INSURER C: MED EXP(Any one person $ 5,000 INSURER D: $ 1,000,000 INSURER E: rnvaanr.Pc 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD -L INSRD TYPE OF INSURANCE POLICYNUMBER POLICY EFFECTIVE DATE MMIDOM' POLICY EXPIRATION DATE MM/DDM' LIMITS A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR PHPK 1120959 / / / / 01/07/2014 / / / / 01/07/2015 EACH OCCURRENCE $ 11000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP(Any one person $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JECOT LOG PRODUCTS - COMPIOP AGG $ 3,000,000 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS PHPK 1120959 / / / / 01/07/2014 / / / / 01/07/2015 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ • BODILY INJURY (Per accident) $ • PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO / / / / AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGO $ $ EXCESS /UMBRELLA LIABILITY OCCUR FI CLAIMS MADE DEDUCTIBLE RETENTION $ / / / / / / / / EACH OCCURRENCE $ AGGREGATE $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRMTORJPARTNERJEXECUTIVE OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below CA10001753141 02/01/2014 / / 02/01/2015 / / X I TORVLIMITE OER E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE - EA EMPLOYEE $ 11000,000 E.L. DISEASE - POLICY LIMIT $ 11000,000 A OTHER PROFESSIONAL LIAR PHPK 1120959 01/07/20 _EACH INCIDENT $1,000,000 od H $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIA RO AE: DIA de Iona NINOS CELEBRATION BEING HELD ON APRIL 12, 2014 CITY OF SANTA ANA NAMED AS ADDITIONAL INSURED PER ATTACHED SPECI E ASEP$'�a IN THE EVENT OF NON - PAYMENT OF PREMIUM, TEN (10) DAYS WRITTEN N j�V SLUanNt F4SORr1TO CANCELLATION. U. —it CITY OF SANTA ANA ATTN: RISK MANAGEMENT 20 CIVIC CENTER PLAZA Santa Ana CA 92704- 11 25 1200110 81 ftT, INS025(010i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 030 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE AUTHORIZED REPRESENTATIVE ELECTRONIC LASER FORMS, INC. - (800)327 -0545 'ra13Rtl:LiR�1 r13�Te7,r iLTXLGiITE Pagel of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AC�CORD 25 (2001108) qT, INS025 (0108).0+ Page 2 oft ADDITIONAL INSURED ENDORSEMENT Insurance Company _Philadelphia Indemnity Insurance Company_ This endorsement modifies such insurance as is afforded by the provisions of Policy #PHPI<1120959 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and volunteers are named as additional insured ( "additional insured ") 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 insured - EXCEPT IN THE CASE OF THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 insured, 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, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) POL# PHPK1120959, effective 1/7/2014 to 1/7/2015 Issued to Kidworks Community Development Corporation_ Named Insured Countersigned by Authorized Signature