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HomeMy WebLinkAboutCHARITABLE VENTURES OF ORANGE COUNTYINSURANCE NQI ON OLE WORK MAY .LVOT PROCEED N-2018-046 CLERK OF COUNCIL DATE: 'y-6 '1 0, C O A CC) LICENSE AGREPNTEPTT This LICENSE AGREEMENT ("Agreement") is dated as of April 4.2018, and entered into by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California ("City"), and Charitable Ventures of Orange County, on behalf of Santa Ana Building Healthy Communities, a California nonprofit public benefit corporation ("Licensee"). RECITALS A. The City is the owner of that certain real property located in the City of Santa Ana, County of Orange, California, more specifically identified as 1901 W. Walnut Street (the "License Area"). B. Licensee desires to use the License Area for purposes of Licensee's Festival de Arte y Teatro event on April 8, 2018, which will feature the following: Tile Painting Workshop for younger youth; Resource Booths; Theatrical Play; and, Music ("Permitted Uses"). 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. The Parties agree as follows: 1. License. The City hereby grants to Licensee a nonexclusive license for the right to enter and use the License Area on April 8, 2018, for the Permitted Uses described in Recital B, upon the terms and conditions set forth herein ("License"), subject to Licensee's performance of all of its obligations wider 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. Restoration and Clean Up. At its sole cost, Licensee shall, after use of the License Area, restore the License Area to its original condition in which it existed immediately prior to the Agreement, leave the License Area in a neat and clean condition to the sole satisfaction of the City, free of trash and debris, and remove all property and materials of Licensee. 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, and permits, including as to the conduct of its employees, agents, clients, customers, guests, and others using the Facilities by reason of this Agreement. Failure to abide by such laws, rules, or regulations, or any condition of this Agreement, may result in the immediate termination of this Agreement in the sole discretion of the City. 4. Damage. In the event that Licensee damages any portion of the License Area or the improvements therein, Licensee shall immediately repair the damage at Licensee's sole cost. 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, by, through, or at the direction or invitation 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. b. Fee. There shall be no fee for use of the License Area under this Agreement. 1 of 5 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. Insurance. Licensee shall secure, prior to commencing any activities under this Agreement, and maintain or cause to be maintained during the term of this Agreement, insurance coverage as follows: a. 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 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 $2,000,000 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. b. Comprehensive Automobile Liability Coverage, including as applicable owned, non - owned, and hired autos, in an amount of not less than $1,000,000 per occurrence, combined single limit, written in an occurrence form. C. Worker's Compensation Insurance as required by California law. d. 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 full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (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 City. e. If Licensee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and 2of5 paid for, the City shall have the right, at the City's election, to terminate this Agreement without penalty or further notice to Licensee. 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 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 Party, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify 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 Aereement, 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. 10.2 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 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 Assumment. 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. 10.4 Conflict of Interest Clause. Licensee covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10.5 Force Majeure. In the event that the Facilities are rendered unavailable due to destruction, partial or total, acts of nature, work stoppages or other labor disturbances, civil commotion, war, or any other action by governmental agencies, or for any reason beyond the control of City, City shall have the right to terminate this Agreement without penalty. 10.6 Nondiscrimination. Licensee shall not discriminate in the course of its activities in or about the Facilities on the basis of race, color, disability, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis prohibited by law. Licensee affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3 of 5 10.7 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. 10.8 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. 10.9 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. 10.10 Notices. Any notices, requests, or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the deposit for mailing. Notices shall be sent to: Ifto Licensee: If to City: Ted Kim, Chief Operating Officer Charitable Ventures of Orange County, in care of Santa Ana Building Healthy Communities 4041 MacArthur Blvd, Suite 510 Newport Beach, CA 92660 Tel: 714.597.6630 ext. 115 ted.kim@charitableventuresoc.org Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 10.11 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. 4of5 IN WITNESS WHEREOF, City and Licensee have entered into this Agreement as of the day and year first written above. CITY OF SANTA ANA- LICENSEE: L RAUL GbEANEZ If TED KIM City Manager Chief Operating Officer AS TO FORM: RVALHO City RECOMMENDED FOR APPROVAL: E A— 1 ecutive Direct. Robert M. Zur Schmiede Interim Executive Director Community Development Agency 5of5 A� �® CERTIFICATE OF LIABILITY DATE ) TYPE OF INSURANCE THE FXPIRA71ON DATE THEREOF, NOTICE WILL BE DELIVERED IN THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERA E AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE I SUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. 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). PRODUCER DICKERSON EMPLOYEE BENEFITS INSURANCE SERVICES 1918 Riverside Drive Las Angeles, CA 90039 CONTA Nora Wolkoff vie E�AAR AoeRess. 05121/2018 (323) 662-7200 UYSUREFUSI AFFORDING COVERAGE NAIC F INSURER A: Philadelphia lndemnl Insu nce Com an 21044 INSURED Charitable Ventures of Orange County INSURER B: New York Marine and Gene 1 Insurance Company 16608 _ INSURER C: GEN'L AGGREGATE XI POUCV LIMIT APPLIES PER: PRP LOCIECT 1505 E. 17th Street, Suite 101INSURERD: INSURER E: ------ Santa Ana, CA 92725 INSURER F: ANY AUTO AUTOWNED OSS AUTOS LEO NON -OWNED HIREDAUTDS X AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA IED ABOVE FOR THE POLICY PERIOD INDICATED. N01WTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCU IENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HE IN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE THE FXPIRA71ON DATE THEREOF, NOTICE WILL BE DELIVERED IN Ci of Santa IY Ana POLICY NUMBER POLICYEFF MMIDD POUCYEIW MWO LIMITS A GENERALLUUNUTY X COMMERCIAL GENERAL LIABILITYrX CLAIMSMADE OCCUR I... r I PHPK1634585 05121/2017 05121/2018 EACH CURRENCE 51,000000___-. PREMISES Eaenvnenre S10D000 MEO P(Arryamperson) 55,000 PERS NAL 6 ADV INJURY s1.000,000 _ GENEF ALAGGREGATE 52.000,000 GEN'L AGGREGATE XI POUCV LIMIT APPLIES PER: PRP LOCIECT PROD TS-COMPIOPAGG S2000000 A AUTOMOBILEWBILITY X ANY AUTO AUTOWNED OSS AUTOS LEO NON -OWNED HIREDAUTDS X AUTOS —I--� I I I PHPK7634585 0512112017 05!2112018ANA M qED IN UMI $1000000 RY(Per person) 5 RY(Pwr dwt) 5 E S $EACH;CCURRENCE S X UMBRELLA LIAR E%CESS UAB X OCCUR c1AIMS.MADE �� PHUB579022 05/21/2017 05/2112018 RENCE 54,000,0A 54,000,000______ DED I X I RETENTIONS 10,000 _ S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIEfOR/PARTNER/ ECUTIVE YIN OFFICFMEMBER EXCLUDED? Q (MandetorylnNX) If yea, des wUM NIA r 201700011228 05/11i1017 05111/2018 X STATU- OTH. --- E.L. HACCIOENi $1000000 ---- E.L. DI EASE -EA EMPLOYEE $1,000,000 _ 11 E. L. DIpEASE- POLICY LIMIT 51,000,000 1r I F_ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORO tell, Addldoml Re rte 9chedul0. It mm apace is MvInd) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are Included as additional insureds with respect to claims arising out of the Aerations and uses performed by or an 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 carded by or for the benefit of the additional insureds subject to policy terms and renditions. �� �•-, Evidence Only as respects to Workers Compensation. _ rr�CJ„du�l,• ttV// W CERTIFICATE HOLDER CANCELLATION I SHOULD ANY OF THE ABOVE DESCR BED POLICIES BE CANCELLED BEFORE THE FXPIRA71ON DATE THEREOF, NOTICE WILL BE DELIVERED IN Ci of Santa IY Ana ACCORDANCE WITH THE POLICY PRC VISIONS. 20 Civic Center Plaza, The ACORD AUmCROEO REPI)ESENTATNE Santa Ana, CA 92701 Nora Wolkoff ©1988-2010 ACORDT All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: Philadelphia Indemnity Insuranc This endorsement modifies such insurance as is afforded by the provisions of Policy # PHPK1634585 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Calif, mia 92701; its officers, employees, agents, volunteers and representatives are named as additi nal insureds ("additional insureds") with regard to liability and defense of suits arising fro 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 pe formed by or on behalf of the named insured, such insurance as is afforded by this policy is pri aryand is not additional to or contributing with any other insurance carried by or for the ben fit of the additional insureds. 3. This insurance applies separately to each insured against whom Iclaim is made or suit is brought except with respect to the company's limits of liability. Theinlusion of any person or organization as an insured shall not affect any right which such persn or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not e cancelled, 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 9,701. (Completion of the following, including countersignature, is required to makephis endorsement effective.) Effective 04/06/2018, this endorsement form as apart of Policy #PHPK163451�5 Issued to Charitable Ventures of Orange County (including all subsidiaries and projects) Named Insured Countersigned by V" OO -q-73 aA-;L