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Home My WebLink AboutGRAND CENTRAL ART CENTER-2017� r�ANCE.B ON FILE N-2017-014. JRK MAY NOT PROCEED CLERK OF COUNCIL DATE, CD,> /,).FM 2 1 2017 LICENSE AGREEMENT THIS L CENSE AGREEMENT ("Agreement") is made and entered into as of a 2017, by and between the CITY OF SANTA ANA, a public body, corporate and p itis ("Licensor"), and the GRANT) CENTRAL ART CENTER ("Licensee"), with respect to the following: RECITALS a. The Licensor is the owner of scrap pieces from the former Downtown. ,Santa Ana Fiesta Marketplace sign and carousel, specifically including and applicable to this Agreement the "Fiesta" letters and three (3) horses from the carousel ("Property") b, Licensee desires to use the Property owned by the Licensor for the art exhibition Santa Ana Fairy Tales by Santa Ana artist/writer Sarah Rafael Garcia scheduled to open in the Grand Central Art Center's main gallery space on March 4, 2017, and run through May 14, 2017. c. The Licensor wishes to accommodate Licensee's desire to use the Property on a non- exclusive basis by granting a license to Licensee upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, Licensee and Licensor do hereby agree. as follows; 1. License Provided that all of the terns and conditions of this Agreement are fiilly satisfied, as of the Effective Date of this Agreement, the Licensor hereby grants to Licensee, and its employees, agents and contractors, the non-exclusive, non -assignable, personal right and license to use the Property owned by the Licensor for the art exhibition Fanta Ana Fairy Tales by Santa Ana artist/writer Sarah Rafael Garcia scheduled to open in the Grand Central Art Center's main gallery space on March 4, 2017, and run through May 14, 2017, as detailed in the letter from the Licensee attached hereto as Exhibit A and incorporated herein by this reference, and for no other purposes without the prior written approval of the Licensor. 2. Term This Agreement shall begin on the date first written above ("Effective Date"), and terminate on � t. The teen of this Agreement may be extended upon a writing executed by the ity Manager and the City Attorney. 3. Ownership It is expressly understood that this Agreement does not in any way whatsoever grant or convey any rights of possession., easement or other cognizable property interest in the Property. Upon termination of this Agreement, any improvements by Licensee to the Property shall be the property of the fee title owner of the Property, unless the Licensor requires Licensee to remove. 4. Agreement By execution of this Agreement, Licensee agrees for itself and on the behalf of its employees, agents, consultants and contractors as follows: a. The Property owned by the Licensor shall only be used for the art exhibition Santa Aria Fairy Tales by Santa Ana artist/writer ,Sarah Rafael Garcia scheduled to open in the Grand Central Art Center's main gallery space on March 4, 2017, and run through May 14, 2017, and for no other purposes without the prior written approval of the Licensor; b. There is no payment due to the Licensor or Licensee for use of the Property; c. The Property must be returned to the Licensor in the condition in was received, and the Licensor shall be responsible for all reasonable repairs should any damage occur to the Property during the termof this Agreement; d. Licensee shall store the Property in a safe and, secure location inside the Grand Central Art Center, with no charge to Licensee or Licensor; e. The Property shall not be operated or used in any manner other than for display purposes; f, Licensee shall be responsible for transport of the Property from the City Yard at the commencement of the Agreement and return of the Property to the City Yard at the conclusion of the Agreement; and, g. Licensee shall display the Property entirely at its own cost, risk and expense. 3. Insurance Prior to undertaking use of the Property under this Agreement, Licensee shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Licensee shall maintain commercial general liability insurance naming the Licensor and its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Licensee's operations in the performance of this Agreement, 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 $1,000,000.00 per occurrence, and $2,000,000 in the aggregate. Licensee shall supply Licensor with a fully executed additional insured endorsement upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 2 c. The following requirements apply to the insurance to be provided by Licensee pursuant to this section: i, Licensee shall :maintain all insurance required above in ffi11 force and effect for the entire period covered by this Agreement; ii. Certificates of insurance and additional insured endorsements shall be furnished to the Licensor upon execution of this Agreement and shall be approved in form by the Licensor Legal Counsel; and, iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Licensor. d. If Licensee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Licensor with required proof that insurance has been procured and is in force and paid for, the Licensor shall have the right, at its election, to forthwith terminate this Agreement. 4. Indemnification Licensee agrees to and shall indemnify and hold harmless the Licensor, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Licensee or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the use of the Property; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold hanniess agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the Licensor, including fees and costs for special counsel to be selected by the Licensor, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all reasonable decisions with respect to its representation, in any legal proceeding. 5. Choice of Law This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in the County of Orange. 6. Remedies Either party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement, All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. 7. Counterparts This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. bion -Liability of Public Officials No officer, employee, member, agent or representative of the Licensor shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by the Licensor, or for any amount which may become due to Licensee or its successor, or for any breach of any obligation of the terms of this Agreement. 9. Termination This Agreement may be terminated by either party .upon thirty (30) days written notice of termination. M ,Signature Authority Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Licensor fully, including reasonable costs and attorney's fees, for any injuries or damages to Licensor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. {Signature Page Follows} 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: . Z10 MARIA D. HUIZAR Clerk a -TIZ Clerk M the Cmcil APPROVED AS TO FORM: SONIA R. CARVALHO City Attpy;aey A By: _ Ryan RECOMMENDED FOR APPROVAL: irOBERT'to EZ Deputy City ana ....... ge CITY OF SANTA ANA Ae-� GERARDO MUUE—T Acting City Manager 0 GRAND CENTRAL ART CENTER HN D. SPIAK Director/Chief Curator Tax ID# C S U r— EXHIBIT A GRAND CENTRAL ART CENTER LETTER, I UAdI01h. CAC GRAND CENTRA!_ ART CENTER ART LWESTRICTED January 11, 2017 Victor Negrete Downtown Development Manager City of Santa Ana Re: Fiesta Sign and Carousel Horses Dear Victor, Thank you again for locating and sharing access to the storage unit currently housing the former downtown Santa Ana Fiesta Marketplace sign and Carousel. As we spoke about during our visit with you, Grand Central Art Center is requesting a loan to barrow the letters from the Fiesta Marketplace sign that read "Fiesta" and to secure the loan of three of the Carousel horses for the upcoming exhibition Santa Ana Fairy Tales by Santa Ana artist/writer Sarah Rafael Garcia, We understand that these objects are in non -functions and decaying state, but this is what we desire for this project. The exhibition is schedule to open in Grand Central Art Center's main gallery space on March 4 and run through May 14, 2017. If possible, we would love to work with you to get these objects to Grand Central Art Center as soon as possible, so that we can begin our process of designing the exhibition layout. We have space on our site for the temporary storage and care of the objects. Please let me knew if you need any additional information in regards to this request for these loans and what the process might be for getting these abject to Grand Central Art Center. I thank you and the City of Santa Ana team for your help to date and consideration of this loan request. Respectfully submitted, John D. Spiak Director/Chief Curator 125 N Broadway, Santa Ana 714.557.7233 CA 92701 GrandCentraiArtCentoncorn