HomeMy WebLinkAboutFIRST AMERICAN TITLE INSURANCE-201710MR61 40 REQUiR£D
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CLERK UF (I;
DATTo W 14
O: PRCS (1) r.u2ST AMENDMENT TO MASTER LICENSE AGREEMENT
Silvia Cuevas This FIRST AMENDMENT TO MASTER LICENSE AGREEMENT ("First
Amendment") isdated for reference purposes as of August 1, 2017, and entered into by and
between FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation ("First
American"), and the CITY OF SANTA ANA, a California municipal corporation ("Licensee"),
RECITALS:
A. First American and Licensee are parties to that certain Master License Agreement
dated August 1, 2013 ("Original Master Agreement"), which provides for a process for
Licensee to make requests from time to time for First American to grant to Licensee a limited
license to use certain property located at 114 E, 51h St., Santa Ana, CA as a command post for
Licensee's mounted patrol for the Cinco de Mayo Festival and the Fiestas Patrias Festival, held
each year in the City of Santa Ana and more particularly described in the Original Master
Agreement as the "Events." All terms not otherwise defined herein shall have the meaning
ascribed in the Original Master Agreement
B. Licensee has requested and First American has agreed to include a certain
additional parking lot as a License Area and to expand the permitted use of the License to include
parking for Licensee's employees working at an Event, on the terms and conditions set forth in
the Master License Agreement and this First Amendment.
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 Area. The parties agree that the "License Area" shall be ascended to
mean (i) the License Area that is described in the Original Master Agreement, which is the
courtyard parking lot located on the Property at 114 E, 5a' Street, Santa Ana, CA ("Courtyard
Lot"); and (ii) the parking lot located at the corner of Bush Street and E. 5'h Street in Santa Ana,
CA, legally described as Parcel 1. as shov,a on Exhibit "B" attached to lot merger No. 2015-07
recorded September 23, 2015 as Instrument No. 2015000487766 of Official Records of Orange
County, California ("Bush Lot'), each of which is generally depicted on Exhibit "A" attached
hereto.
2. Purpose of License. First American agrees to expand the permitted use of the
License to include both of the following in connection with an Approved Event and for no other
purpose or use: (i) a command post for Licensee's mounted patrol, and (ii) vehicle parking for
Licensee's employees (and not performers, vendors, or any other parties) while the employee is
working at an Event.
3. Procedures for Requesting License. The procedures for making a Request for the
use of the License Area for an Event shall continue to be as set forth in Section 2 of the Original
Master Agreement; provided, however, the Request form attached as Exhibit "A" to the Original
Master Agreement is hereby deleted and replaced with the form. attached to this First Amendment
I
as Exhibit `B." Licensee acknowledges and understands that the granting or the denial of a
Request shall be in First American's sole and absolute discretion and is without restriction or
limitation of any kind, and Licensee shall have no expectation that a Request shall be granted as
to any particular Event.
4. Miscellaneous.
4.1 Authori . The persons executing this First Amendment on behalf of the
parties hereto represent and warrant to the other party that they are duly authorized to execute and
deliver this First Amendment on behalf of such party, and by so executing this First Amendment,
said party is formally bound to the provisions of this First Amendment,
4.2 Full Force and Effect; Conflicts, Except as expressly set forth in this First
Amendment, all terms, conditions, and provisions of the Original Master Agreement shall remain
in full force and effect. In the event of any conflict between the terms and provisions of this First
Amendment and the terms and provisions of the Original Master Agreement, the terms and
provisions of this First Amendment shall prevail.
4.3 Counterparts Signatures. This First Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which shall constitute
a single instrument. The parties agree that signatures may be delivered by facsimile transmission
or by e-mail delivery in ".pdf' format or other electronic means and such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such signature were an original thereof
[end — signatures on next page]
IN WITNESS WHEREOF, first Ameriean and Licensee have entered into this First
Amendment as of the day mid year first written above,
FIRST .AMERICAN:
FIRST AMERICAN TITLE INSURANCES
COMPANY, a Nebraska ookporation
(rodomesticated from California to Nebraska in
2014)
By;
Its: V; re -
LICE, NSEE:
o
LICENSEE:
CITY OF SANTA ANA, a Callfor is
nu ' ' 1 corF ¢kion
Its/crn�
Its:11Cynthia Kurtz, Interim City Manager
A'TTESS
7 -
Maria Ht iw0'r', City Clerk
7
"PROVED AS TO FORM:
SONTA IL CARVALHO
City Attorney yy
RECOMMENDED FOR APPROVAL;
Gerardo Mouet, Executl�ector—,PRCSA
EXHIBIT "A"
LOCATIONS OF LICENSE AREAS
(Bash Lot and Courtyard Lot)
EXHIBIT "B"
FORM OF REQUEST FOR LICENSE
[Attached]
Submit to:
Ed Hoffman
First American Title Insurance Company
1 First American Way
Santa Ana, California 92707
1. Date Submitted:
2. Parking lot(s) requested (circle applicable parking lot(s)):
Courtyard Lot Bush Lot
3. Indicate whether requested use is for a command post for mounted patrol or employee
parking or both:
4. Times requested for use of parking lot (start and finish— include dates and times):
5. Name of Event (circle applicable event):
Cinco de Mayo Festival Fiestas Patrias Festival
6, Name, email and phone number of person who should be contacted with approval or
denial of this request:
7. Name and telephone number of City contact at time of event:
The City of Santa Ana requests the temporay use of the License Area as specified above and
agrees that any and all use is governed by the terms of the "Master License Agreement"
between the City of Santa Ana and First American Title Insurance Company dated August 1,
2013, and all amendments thereto.
Submitted by:
Signature
Print name and Title
IFt301:8.7.1mm
CERTIFICATE OF COVERAGE 1 07/06/2017
PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
AIIIant Insurance Services, Inc. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY
P.O. BOX 6450 BELOW:
NEWPORT BEACH, CA 92658-6450 i COMPANIES AFFORDING COVERAGE
PFI (040) 756-0271 / FAX (949) 756-2713 }
LICENSE NO. OC36861 I COMPANY LETTER (A) BIG INDEPENDENT CITIES EXCESS POOL
INSURED:
BIG INDEPENDENT CITIES EXCESS POOL MEMBER:
CITY OF SANTA ANA
ATTN: ED RAYA
RISK MANAGER
P.O. BOX 1988
SANTA ANA, CA 92,702-1988
COMPANY LETTER (R)
COMPANY LETTER
(C)
COMPANY LETTER
(D)
COMPANY LETTER
(E)
k COMPANY LETTER (F)
THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE
FOR THE POLICY OR MEMORANDUM PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER
DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGES AFFORDED BY THE MEMORANDUM OR
POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE, TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY.
MEMORANDUM
TYPES
MEMORANDUM
MEMORANDUM
COOF
EXPIRES
OR POLICY
LTR
COVERAGES
POLICYaNUMBER
EFFECTIVE
EXCESS LIABILITY
$2,000,000 POOL LIMIT
07/01/2018
AND
PROPERTY
OCCURRENCE FORM
DAMAGE
A
BO -05
07/01/2017
INCLUDING AUTOMOBILE
I
LIABILITY
MEMORANDUM
OR POLICY
LIMIT
EXPIRES
BODILY
DIFFERENCE BETWEEN
INJURY
$2,000,000 POOL LIMIT
07/01/2018
AND
PROPERTY
AND
DAMAGE
$2,000,000
COMBINED
SELF-INSURED RETENTION
DESCRIPTION OF OPERATtlONSILOCATIONSiVEHICLESIRESTRICTIONSISPECIAL ITEMS:
AS RESPECTS USE OF THE COURTYARD PARKING LOT FOR CITY SPONSORED SPECIAL EVENTS THROUGHOUT THE YEAR.
FIRST AMERICAN TITLE INSURANCE COMPANY AND FIRST AMERICAN FINANCIAL CORPORATION ARE INCLUDED AS ADDITIONAL
INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR
ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENTS.
COVERAGE IS PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO ANY INSURANCE CARRIED BY CERTIFICATE HOLDERS AS
REQUIRED BY CONTRACT PER ATTACHED ENDORSEMENT.. �J
SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS.
CERTIFICATE HOLDER
FIRST AMERICAN TITLE INSURANCE COMPANY
ATTN: ED HOFFMAN
1 FIRST AMERICAN WAY
SANTA ANA, CA 92707
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF„ THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT
FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF
ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED
THIS ENDORSEMENT DOES NOTCHANGE THE MEMORANDUM. PLEASE READ ITCAREFULLY.
This endorsement indentif ues coverage provided under the following:
BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE
The following warding can be found in Section 11, Definitions:
6.. COVERED PARTY -- means:.
f; Any person or entity holding a certificate of coverage duly issued by BICEP, as limited
therein ("ADDITIONAL COVERED PARTY"). An ADDITIONAL COVERED
PARTY is not covered for claims arising from the ADDITIONAL COVERED
PARTY's sole negligence or for clairns by another COVERED PARTY.
g. Any person, entity or organization to whorn the COVERED PARTY is obligated by
virtue of a COVERED PARTY INDEMNITY CONTRACT to provide coverage solely
with respect to BODILY INJURY AND PROPERTY DAMAGE arising out of:
i. Premises leased, used or occupied by the COVERED PARTY
ii. AUTOMOBILES leased or rented by the COVERED PARTY
iii. Equipment owned, leased, rented, maintained or used by the COVERED
PARTY
iv. Mortgagees of the COVERED PARTY; or
v. Property owners and property managers of property owned, leased, rented or
occupied by the COVERED PARTY,
vi. However, these COVERED PARTY INDEMNITY CONTRACT coverages do
not apply to:
aa. An OCCURANCE which takes place prior to or after the COVERED
PARTY ceases to occupy the premise stated in the COVERED
INDEMNITY CON'T'RACT,
bb. Any structural alternation, new construction or demolition operations.
performed by or on behalf of the COVERED PARTY
cc. Any PUBLIC ENTITY ERRORS AND OMISSIONS or EMPLOYMENT
PRACTICES.
h. The coverage set forth in subsection (g) immediately above will be limited to any limits
of coverage within the terms of the COVERED INDEMNITY CONTRACT or the
LIMITS OF COVERAGE within this MEMORANDUM, whichever is less, and will
apply in excess to any underlying insurance or the COVERE RTY'S SELF-
INSURED RETENTION. BICEP will not be obligated for 1, OI" LIAR l"fY
greater than that provided by this MEMORANDUM. �\e
111 �A
712014 Ed BICEP MO,C Attachment Page 1 of 1
THIS ENDORSEMENT DOES NOT CHANGE THE MEMORANDUM. PLEASE READ i CAREFULLY.
El 0113 1 1
This endorsement indentifies coverage provided wider the following:
BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE
The following wording can be found in SECTION VII -- CONDITIONS
20, Additional. Covered Party:
If any primary insurance is held by the person(s), entity(ies), or organization(s) named by a
duly issued certificate as an ADDITIONAL COVERED PARTY, this insurance is primary
to that other insurance, but will apply in excess of the applicable COVERED PARTY`s
SELF-INSURED RETEN'T'ION specified in the Declarations. BICEP shall not seek
contribution from the other insurance field by such ADDITIONAL COVERED PARTY Tar
amounts payable under this insurance.
This condition applies only with respect to liability for BODILY INJURY and PROPERTY
DAMAGE arising solely out of the negligent acts of the applicable COVERED PARTY,
and not with respect to any other liability.
This condition does not apply to a person(s), entity ('res) or organization(s) unless the
applicable COVERED PARTY had a specific written contract with that person(s), entity
(ies) or organization(s) that meets all of the following criteria:
a. The contract was duly approved by the MEMBER, and;
b. The contract requires that the person(s), entity(ies) or organization(s) be named as an
ADDITIONAL, COVERED PARTY under this Memorandum, and;
c. 'The COVERED PARTY received the request for designation as an ADDITIONAL
COVERED PARTY before the date that the applicable COVERED PARTY
begin operations or performance under the contract, and;
d. The contract requires that this insurance be primary.
M
712014 Ed BICEP M'OC Attachment Page 1 of 1