Loading...
HomeMy WebLinkAboutRAYMOND A RANGEL TRUST - 2017N-2017-222 cl�25 200 O: CMO (j) Daniel Soto LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement') is dated for reference purposes as of (ji V" t() , 2017, and entered into by and between the RAYMOND A RANGEL TRUST ("Property Owner"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Licensee"). RECITALS: A. Property Owner, is the owner of that certain real property located at 300 East Fourth Street, Santa Ana, California ("Property"). The Property is located within the Spurgeon Promenade. B. Licensee desires to use a portion of the Property within the Spurgeon Promenade (approximately 240x26Ox8O cm) as identified on attached Exhibit A ("License Area") to install and display a statute ("Permitted Use") known as "Archivaldo" and pictured on attached Exhibit B ("Statue") as part of the "Wings of the City" public outdoor exhibit to be held throughout the City of Santa Ana. C. Property Owner is willing to grant to Licensee a license to use the License Area for the Pennitted Use, on the terms and conditions set forth herein. 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. Grant of License. Property Owner hereby grants to Licensee a license to use the License Area for the Permitted Use during the License Term (defined in Section 2 below), on the terms and conditions set forth in this Agreement ("License"). This Agreement creates as a temporary license to use the License Area during the License Term, and does not constitute a lease, an easement or any other interest in the Property or any portion thereof, and nothing herein shall be construed to give Licensee any greater or other right or interest. 2. Term; Tennination. The term of this Agreement shall commence on October 20, 2017, and shall end on October 31, 2018 ("License Term"). Property Owner shall have the right to terminate this Agreement if Licensee does not comply with its obligations hereunder, only after providing Licensee with written notice of the alleged violation, and allowing Licensee fifteen (15) days, or as much time as is reasonably necessary, to correct such alleged violation. No termination shall release either party from any default or terminate any obligation of either party which by its nature survives the termination. 3. License Fee. No fee shall be payable in connection with the License. 4. Use of License Area. 4.1 Purpose of License. The sole and exclusive purpose of the License is for use of the License Area for the Permitted Use. 1 4.2 Licensee Parties. Licensee, together with its agents, employees, and representatives entering the Property in connection with the License or otherwise on behalf of Licensee or at the direction of Licensee (each, a "Licensee Party" and collectively, 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, including without limitation, the following: (a) conduct the Permitted Use in a diligent and safe manner and not allow any dangerous or hazardous conditions to occur on the Property or permit any damage of the improvements and property within the Property by any Licensee Party; and (b) not enter any portion of the Property other than the License Area without the express written consent of Property Owner, which consent shall not be unreasonably withheld. Licensee shall be solely responsible at all times for monitoring the conduct and ensuring the safety of the Licensee Parties. 4.3 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, regulations, permits and any other requirements applicable to the use of the License Area. 4.4 Statue. Licensee shall be solely responsible for the maintenance and care of the Statue, including but not limited to the installation, removal, maintenance and cleaning of the Statue. 4.5 No Security. Licensee acknowledges that Property Owner has no obligation to provide security, security guards, or other surveillance of the License Area for the benefit of Licensee or any other party, and that any security that may be provided by Property Owner is for Property Owner's benefit only. 4.6 Clean Up. Licensee shall at all times keep the License Area in a neat and clean condition, free of trash and debris, to the reasonable satisfaction of Property Owner. Upon the expiration of the License Term or earlier termination of the License, Licensee shall remove the Statue from the License Area, repair any damage to the License Area caused thereby and restore the License Area to the condition it was in prior to the start of the License Term. 4.7 Damage. In the event that Licensee or any Licensee Party damages any portion of the License Area or Property or the improvements, equipment or property therein, Licensee shall repair the damage as soon as reasonably possible after written notice of any damage. Licensee shall not be responsible for any existing damage to the Property. 5. Reserved. 6. AS -IS Condition. Property Owner 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 2 ALL FAULTS" basis, without representation or warranty expressed or implied by Property Owner, or by operation of law. Property Owner 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, Property Owner 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 to terminate this Agreement. 7. Waiver and Release. Licensee, on behalf of itself and each and every Licensee Party, hereby fully and unconditionally releases, relinquishes, waives, and discharges Property Owner, and its respective affiliates, subsidiaries, officers, directors, employees, representatives, agents, attorneys and consultants and each of them (collectively, the "Covered Parties"), from and against any and all claims, causes of action, losses, costs, damages, expenses, penalties, assessments, injuries, liabilities and judgments (including, without limitation, attorney's fees and expert witness fees), whether known or unknown or existing or contingent or foreseeable or unforeseeable, arising out of or in connection with the License Area, the Property or the Statute, each of their condition or use under this Agreement, including without limitation any accident or death or injiny to any person or damage or loss to any property, including any damage to the Statue, from any cause, excluding anything resulting from direct actions or negligence of Covered Parties. In connection therewith, all responsibility for damage or loss to any property, including the Statue, is assumed by Licensee and Property Owner shall not be responsible for any such damage or loss by whatever cause, including theft or vandalism. Licensee, on behalf of itself and all persons claiming any interest in the claims released herein, expressly waives any and all rights under Section 1542 of the Civil Code of the State of California, and any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542. 8. Indemnity. Licensee shall indemnify, defend, and hold harmless the 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 placement of the Statue on the License Area, including the installation and removal thereof, 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 negligence or conduct 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 Party, shall defend the same at Licensee's expense. The provisions of this Section 8 shall survive the termination or expiration of this Agreement. 9. Insurance. Licensee is self-insured. 9 10. Licensee Default. Property Owner shall have the right to suspend or terminate the License upon any default of Licensee under this Agreement, only after providing Licensee with written notice of the alleged violation, and allowing Licensee fifteen (15) days, or as much time as is reasonably necessary, to correct such alleged violation.. No termination shall release either party from any default or terminate any obligation of either party which by its nature survives the termination. In addition to its other remedies available under this Agreement, at law or in equity, Property Owner may refuse to permit anyone who violates this Agreement to enter the License Area. 11. Miscellaneous. 11.1 Notices. Except as otherwise expressly set forth in this Agreement, any notice, communication, report or demand required or desired to be given under this Agreement shall be in writing and shall be deemed to have been received for all purposes if it is delivered (i) personally, (ii) by reputable overnight delivery service such as Federal Express prepaid by the sender, or (iii) by registered or certified mail, return receipt requested, postage prepaid, to the parties at the addresses shown below or at such other address as the respective parties may from time to time designate by like notice. Each such notice shall be effective upon being so delivered. Such addresses shall be the following: If to Owner: Raymond A Rangel Trust 10231 Robin Hood Circle Villa Park, CA 92861 Attention: Raymond A. Rangel If to Licensee: City of Santa Ana Attention: _ Telephone: or to such other addresses as the parties may designate from time to time by written notice to the other. 11.2 Entire Agreement, Waiver and Amendments. This Agreement incorporates all of the terns 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. A waiver of the breach of the covenants, conditions or obligations under this Agreement by either party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of Property Owner and Licensee. 11.3 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the 4 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. 11.4 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 Property Owner, which consent shall not be unreasonably withheld. 11.5 Successors and Assigns. Without limiting the provisions of Section 11.4 above, this Agreement and the terms, rights, conditions, restrictions and limitations contained herein shall inure to the benefit of and bind Property Owner and Licensee, and their respective successors and assigns. 11.6 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California and its provisions shall be construed in accordance with their fair meaning and shall not be strictly construed against either party. 11.7 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. 11.7 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. 11.8 Counterparts; Signatures. 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. 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. [Signatures on next page] N-2017-222 IN WITNESS WHEREOF, Property Owner and Licensee have entered into this Agreement as of the day and year first written above. ATTEST: CITY OF SANTA ANA MARIA ', f` kd , Clerk of the Council Interim City I APPROVED AS TO FORM; SONIA R. CARVALHO City Attorgey By: " 1G RYAN O. Assistant RAYMOND A RANGEL TRUST �X �41 '7� � Raym n A. Rangel Owner 5 EXHIBIT A LICENSE AREA rcl 201 -1 DInItAl Mnn PrnduMA. All rinhi-e rnaervad. http://apps.spatialstream.com/production/dashboard/8/8/2/CurrentBuild//htmI/Reporting.htm[ 7/1 EXHIBIT B STATUE i I C am I c w F (ca: To ::5 >1 r_ 0 0 E n -a' �•(pU D) 0 Cj 0 a) m um m M C: ZM U c Q) 0 0 E G c 6 Q) M q) Q) u cl o G o- c Go 6 UP m a —MTo m u u -0 _c -C C am I c w F