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HomeMy WebLinkAboutEAST END REALTY PARTNERS, LPINSURANCE NOT ON FILE A-2018.272 WORK MAY N PROCEED CLERK OF COUNCIL DATE: JAN 2 2 201-2IGHT OF ENTRY AND LICENSE AGREEMENT 0 CpA�) Mrkfa Ox -904-4 This Right of Entry and License Agreement ("Agreement") is made and entered into as of this 4th day of December, 2018, by and between the CITY OF SANTA ANA, a charter city and municipal corporation of the State of California ("City'), and EAST END REALTY PARTNERS, LP, a California limited partnership ("Licensee"). A. The City is the owner of certain real property in the form of an alley located behind the parking structure on the southwest corner of French and Spurgeon, in the City of Santa Ana (APN #398-326-11), described as set forth in Exhibit A attached herewith and incorporated herein by reference ("Property'). B. Licensee, owners of several properties in the downtown area, approached the City with a request to enter onto the Property owned by the City to fund, the design, construction and maintenance of a new Skate Park in Downtown Santa Ana ("Project'). C. The City wishes to grant Licensee a right of entry and license to design, construct and maintain the Project on the Property on a non-exclusive basis upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, City and Licensee do hereby agree as follows: 1. Right of Entry and License. Provided that all of the terms and conditions of this Agreement are fully satisfied, as of the Effective Date of this Agreement the City hereby grants to Licensee and its employees, agents and contractors the nonexclusive, nonassignable, personal right and license to enter upon the Property to design, construct, and maintain the Project, and for no other purposes without the prior written approval of the City. The Project shall include a Skate Park and complementary uses, including, but not limited to, special events, competitions, and trade shows as allowed pursuant to City event permits, as required. Licensee shall operate the Project according to the operational standards attached herewith as Exhibit B and incorporated herein by reference. 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 constructed by Licensee on the Property shall be the property of the fee title owner of the Property. 2. Term. This Agreement shall commence on the Effective Date and terminate after five (5) years, unless an extension or renewal is granted by City. Notwithstanding the foregoing or any other provision of this Agreement, either City or Licensee may terminate this Agreement with or without cause, or for any reason, at any time, by giving the other party thirty (30) days written notice of termination at the address provided herein. 2.1. Surrender of Possession. At the expiration or termination of this Agreement, whether with or without cause, Licensee shall promptly quit and surrender the Property in a good state of repair. 2.2 Waiver of Liability on Termination. Licensee hereby waives all damages or claims for damage that may be caused by any action of City in terminating this Agreement, whether with or without cause, or taking possession of the Property as provided in this Agreement or at law, and Licensee waives all claims for damages to or loss of such property of Licensee as may be in or upon the Property upon the termination of this Agreement. 3. Compensation. The parties hereto agree that the Licensee shall be authorized to use the Property for the purposes ad forth herein at no cost. The parties agree that the benefit that will accrue to the citizens of Santa Ana through the Project is commensurate with the value of Licensee for the use of the Property. 4. General Provisions. By execution of this Agreement, Licensee agrees for itself and on the behalf of all Licensee Parties as follows: 4.1. Licensee, together with its employees, agents, representatives, and all persons entering the Property, by, through, or at the direction or invitation of Licensee, are collectively referred to herein as the "Licensee Parties." Licensee shall be responsible for causing the Licensee Parties to comply with the terms of this Agreement. 4.2. All acts and things done by Licensee on the Property will be done in a careful and reasonable manner, in accordance with all federal, state and local laws, ordinances, and regulations, and permits. Specifically, Licensee shall operate the Project in accordance with all skate park facility regulations found in Santa Ana Municipal Code § 31-5. Licensee shall obtain any and all governmental permits, approvals, licenses or other authorizations that may be required in connection with the use of the Property as set forth in this Agreement. No approval or consent given under this Agreement by City shall affect or limit Licensee's obligations hereunder, nor shall any approvals or consents given by City, in its capacity as a party to this Agreement, be deemed to be approval as to compliance or conformance with any applicable governmental codes, laws, orders, rules or regulations. 4.3. Licensee agrees and acknowledges that nothing herein is intended, nor shall it be interpreted, as to bind the City to issue or grant any permits or entitlements needed to perform the work specified in this Agreement. 4.4. That Licensee will not maintain, commit or permit the maintenance or commission of any dangerous condition or waste or say nuisance (as defined in California Civil Code §3479) to be created on the Property, and Licensee shall not use or permit the use of the Property for any unlawful purpose. 4.5. Licensee shall enter the Property entirely at its own cost, risk and expense. City makes no representation or warranty of any land as to the condition of the Property or any other matter relating to Licensee's use of the Property. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions offthe Property. Licensee acknowledges and agrees that the use of the Property will be on the basis of Licensee's own investigation of the condition of the Property. The license to use the Property 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 Property shad be subject to the Property being in a usable and safe condition at the time of Licensee's use, and Licensee shall be responsible for determining whether the Property is in such condition. In connexion therewith, in the event that the Property 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 Property usable or safe. 4.6. Licensee shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens'j to be filed or enforced against the Property in connection with this Agreement. Licensee shall indemnify, defend and hold harmless City from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any Liens. City reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Property, or any portion themt or on the improvements on the Property, any notices of non -responsibility or other notice as may be desirable to protect City against liability. In addition to, and not as a limitation of City's other rights and remedies under this Agreement, should Licensee fail, within ten (10) days of written request from City, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold harmless City &oin and against any loss, damage, injury, liability or claim arising out of a Lien, then City, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to City, as applicable, by Licensee upon written demand. 4.7. Licaism shall not have any interest in the Property or be entitled to any reimbursement or repayment for any work performed upon the Property pursuant to this Agreement. 4.9. Licensee shall take all necessary precautions to prevent the import and/or release into the environment of any"hazardous material," "hazardous waste" or "hazardous chemicals" as those terns are used in CBRCLA (42 U.S.C. § 9601(14)) or SARA (42 U.S.C. § 110211(e)) or any similar Federal, State, or local law, statute, ordinance, regulation or order, which are imported to, in, on or under the Property during this right of entry. If such hazardous materials are imported onto the Property, Licensee shall be solely responsible for removing such imported hazardous materials in conformance with all governmental requirements. Licensee shall report to City, as soon as possible after each incident, any unusual or potentially important incidents with respect to the environmental condition of the Property. 4.9. Licensee shall be solely responsible for obtaining all utility service and for the payment of all utility charges, including but not limited to water and power, supplied to the Property that is necessary for the purpose of carrying out the Project. 4.10. City's Downtown Clean Team shall provide all janitorial services to the Properly, subject to inclusion in the yearly Downtown BID Clean and Safe budget, and approval by the City Council, which is not guaranteed by reference in this Agreement. If Downtown Clean Tmn cannot provide janitorial services to the Property for any reason, Licensee shall at its own cost and expense provide all janitorial services to the Property. Licensee shall during the term of this Agreement at Licensee's cost and expense keep the Property, and every part thereof, in good order, condition and repair. 4.11. Licensee hereby acknowledges the title of City in and to the Property, including the real property fixtures and improvements existing or erected thereon, and Licensee hereby covenants and promises never to assail, contest or resist City's title to the Property. 4.12. City's Downtown Safe Team shall monitor the Property as part of general Downtownpairoi, subject to inclusion in the yearlyDowntown BID Clean and Safe budget, and approval by the City Council, which is not guaranteed by reference in this Agreement. Licensee acknowledges that City makes no representation or warranty, express or implied, regarding the security of the Property or the need for or propriety of any security measures at the Property; and Licensee further acknowledges that City shall have no obligation whatsoever to provide guard service or any other security measures. Licensee expressly assumes all responsibility for the protection and security of the Property, Licensee, Licensee's designees and property within the Skate Park from any and all acts of any third party. 4.13. As a condition precedent to the effectiveness of this Agreement, Licensee agrees to comply with the provisions of ,Education Code § 10911.5, Penal Code § 1105.3 and Public Resources Code § 5164 with respect to the fingerprinting of participants, volunteers, staff, and other invitees of Licensee. 4.14. City or its authorized representatives shall have the right at all reasonable times to enter upon the Property and inspect the general condition of the Property to determine if Licensee is complying with the terms, conditions, requirements and provisions of this Agreement, City shall at all times retain the right to raise issues or concerns with Licensee regarding the fitness of the Property for the intended use, order the Licensee to cease use of this Property, in the City's sole discretion, until Licensee has sufficiently addressed the issues or concerns to the City's satisfaction, or to take such other actions as deemed reasonably necessary to ensure the safety of any persons entering the Property. 5. Legal Relations and Responsibilities. City and Licensee understand and agree that the only relationship between them created by this Agreement is that ofLicensor and Licensee, and that this Agreement does not create, and shall not be construed to create, any agency, partnership, joint venture, landlord -tenant or other relationship between City and Licensee, 5.1. No Obligation to Third Parties. Execution and issuance of this Agreement shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than City and Licensee. 6. Insurance. Prior to undertaking performance of work under this Agreement, Licensee shall maintain and shall require all contractors performing improvement work at the Praperty, to obtain and maintain insurance as described below: 6.1. Commercial General Liability Insurance. Licensee shall maintain commercial general liability insurance naming the City of Santa Ana and their 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 irdury, 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 hodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000.00 per occurrence. Licensee shall supply City with a fully executed additional insured endorsement upon execution of this Agreement and shall be approved in form by the City Legal Counsel, 6.2. Worker's Compensation Insurance as required by California law. 6.3. Comprehensive Automobile Liability Coverage, including as applicable owned, non -owned, and hired autos, in an amount of not less than $1,000,000 per occnrrr mee, combined single limit written in an occurrence form. 6.4. Professional Liability (errors and omissions) Insurance, with a combined single limit of not less than $1,000,000 per claim, as applicable. 6.5. The following requirements apply to the insurance to be provided by Licensee pursuant to this section: i. Following completion of the Work and thereafter during operation of the Project, the insurance to be maintained by Licensee pursuant to Section 6.1 shall provide secondary coverage as to City, with City s separately maintained insurance providing primary coverage as to City and as to Licensee Parties as additional named insureds. 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 finnished to the City and Licensee upon execution of this Agreement and shall be approved in form by Licensee and by the City Legal Counsel. til. 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 (80) days prior written notice to the City. 6.6. City reserves the right, throughout the Term of this Agreenncat, to review and change the amount and type of insurance coverage it requires in connection with this Agreement. 6.7. If Licensee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish City with required proof that insurance has been procured and is in force and paid for, City shall have the right, at its clection, to forthwith terminate this Agreement. 7. Construction of Project. Licensee shall provide all necessary construction, mamtenaacc, reconstruction, installation, restoration, alteration, repair, replacement or removal ("Work") for the Project on the Property. A list of the Work to be completed by Licensee is attached herewith as Exhibit C and incorporated herein by this reference. Prior to commcncement of Work, Licensee shall submit work plans and specifications ("Plans") to City for review. Any such Work must be carried out pursuant to Plans approved in writing by City. All construction work performed or caused to be performed by Licensee on the Property shall be performed. (a) at Licensee's sole cost and expense; (b) in accordance with any and all applicable laws, rules and regulations (including State Labor Code Prevailing Wage Laws and Public Contrast Code); and, (c) in a romer which: (i) meets or exceeds the then applicable standards of the industry for such Work; and, (ii) is satisfactory to City. Licensee shall contract with a qualified Skate Park designer/builder ("Contractor"). In addition, Licensee shall provide City and all holders of underground utility facilities located within the Property with at least ten (10) calendar days' written notice prior to commencement of any Work on the Property, except in cases of emergency, in which event Licensee shall notify City's representative personally or by phone prior to commencing any Work, Contractor shall be responsible for security, maintenance, and cleanliness of the Property during Work. City shall at all times retain the right to stop Work, order the Contractor off of the Property, or to take such other actions as deemed reasonably necessary to ensure the safety of workers or equipment. 7.1 City improvements to Parking Structure. As the Property currently allows service trucks for the adjacent businesses the ability to enter on Spurgeon and exit through the alley, the construction of the Project will eliminate that exit. To accommodate these trucks, additional modifications to widen the entries and remove the overhead wares at the parking structure will need to take place ("City improvernec&). Licensee agmes to split the cost of such City Improvements with the City, up to $10,000 towards those modifications to the City parking structure. Completion i # Licensee arees to commence the Work provided 0 Licensee's knowledge based upon the representation of contractors, subcontractors, inom, vendors or other consultants, the Project has been constructed. The `126 i.. IY \14V lII 1.•.•1 F L. !. 'tf: il" , 1'. 1` 511 : li 14 iff1 11A. `i%l11' .*. '! 1 f Its I` 111111 1 ♦.. 1V1 1: h .1 ! '#"?i It : 1 111. �.. 1A' ! ('.1. :'f immediately preceding the commencement of such Work. 7.3. Ownership of Improvements. All improvements constructed or placed on or within the Property by Licensee, including, but not limited to, electrical and other utilities, listed or not, shall, upon the completion of Work, installation or placement within the Property, be liw and clear of all liens, claims and liability for payment for labor and material and shall be owned by and considered the property of the City. 8. Maintenance and Repair of Project. Licensee, at Licensee's sole expense, shall ,Tf:, 1. rl' ':1 iiA. v. (1' •. 1" •111 ::1 1:1 `1. i I 11f :' • .,1 1 1 '/ 211 ! 5 i A .M1:1 511V V,41:A ` f 11I t I P.1 11:1 8.1. Licensee's Obligatim to Maintain Property. City's Downtown Clean L..± / t. /'R %1 :11 1,1 1:' 1-11111011114W. :1 _ 5 w•/ r i. _ r'ti '.. �r / 1. { '011 s1 i! 1: 1., servicesianitorial 1 715... ! p.., a'a'shall!F'.1 e " J t :.1-il •, ," 517 i 12 ': « p. ,. l 1'7 iq 1 Lt. 1 1 r 714. •�l7. f {`. 1f1 k111iY will . 19 fi. 1. 1... 1.. • 1. 4: C7� in1 ♦ i !: , �� "1 if. 1 .1f 1 IiA1'!. Y ' complywith alllaws, ordinancesandregulations pertainingthereto,and in t safe, complete satisfitetion of and i1 compliance applicable 8.2. Vandalism. Licensee shall repair all vandalism damage tothe Propertywithin five (5) days of occurrence of said damage. Licensee shall also remove any graffiti within the Property within twenty-four (24) hours of either observing the graffiti or of being notified by City to remove it, whichever occurs first, 83. .,.. DefaulL In the that Licensee fails, neglects ,. refuses to 11.:1 1 ,: '!'r \1. �., 10004,10 !' _ HI •15 1.. As. ,• • 1 N'. fi G "k 1 !" \�5 F' 1( li ow 11 1: 7 completed to the satisfaction of City. Should Licensee fail or refuse to correct such default within ten (10) days of receipt of such written notice from City, City may, but shall not be required to, itself orbyc omrac , undertake the necessary maintenance, repair or replacements; and the cost therecty including but not limited to the cast of labor, materials and equipment and /procurement of insurance, plus an five fee in the amount of fifteen percent (l5°/0) of the sum of such costs, shall be paid by Licensee to City within ten (10) days of Licensee's receipt of a statement of such costs from City. Any such maintenance, repair or replacement by or on behalf of City shall not be deemed tc be a waiver of Licensee's default under this Agreement, and shall not in any way impair, prevent or restrict City from exercising any of its rights or remedies set forth in this Agreement or otherwise provided at law. 9. Indemnification, Defense, Hold Harmless. 9.1. Public Venue. At any time the Property is open for use by the general public, each Party shall have no obligation to indemnify the other for claims, actions, demands, suits, losses, liabilities, judgments, expenses or costs (including attorneys fees) made by third parties arising out of or related to the operation of the Property or related services for this Agreement. Each Party hereby expressly disclaims any such indemnification obligation. 9.2. Private Events. At any time the Property is being used for Licensee's private event, Licensee agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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 negligent operations of the Licensee, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the use of the Property described in this Agreement; 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 harmless 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. 93 Validity of Agreement. Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsol to be selected by the City, 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. City may make all reasonable decisions with respect to its representation in any legal proceeding, 10. Miscellaneous. 14.1. Entire Agreement, Waiver and Amendments. This Agreement momporates 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 1 f+:. X 1 _ _ 1 Y'.•I1 Y "Y b 4Rf M • 1_..Y Y' :i L#mY 11 ♦! Y Y4, f Y �; •il 1 or mocittication to 1. • AgreementmustnoIn wFunganaexecu authoritiesf Y' and ljccosce SeveraWlIty. If any term,provision, coven.Y Ycondition i k H+Y#`Y F•{."i: 1 " tl '1 i.:..Y Y,Y tb i 1Y 4 ; fY i♦ !Y. YfY 1 f It 1 f i +. Y:' 1 Ii r.: 4 G:iY Y suc Yholding. 103. No Assignment licenseeY !u or transfer or offierwise convey which tconsent 0 withheld soleandabsolute discretion. Choke of Agreement i4,isto be governed !and construed k# -f s t..r '.t.R YI.- Y:Ma Remedies. Y" partyshall, :1 addition 1all other 'provided hereinor rc l : +` ! 1.Y./ :: } .'51VOW..` R' 1 1 i 1 t k41 '.Ito "i i Y+. iYl� IY.. r'. YI 1 " M.i; "W tt I ." Y. +1# %-I . f •k �/# "R41 "'.# i. 44 1:41 ` Y. k : • 1 1:1 Y f !INKIIA131 :Y ( •.. "S1. i. 1. 1 1. X '. i. Y... {C Y I' f1.13 Agreement. M6. Disputes.In theeventI.. 41 actionis cornmenced by L party to this 'Ri tY. _: Y.. i'i. i.. Y.. K ". itYt ta{.Ltyrt.. SINAI Y 1 } ', " NII f. 11. 1 "l+ Y4 I1l1kI1Y }:U plus reasonable fees. 10.7. Counterparts. Ibis Agreement may be executed in two (2) or more fY- Y. +: • 1 n E --& 4' # iY 4l t, t L A -.# tY'i i constitute f one and 1 Y Y instrument Non -Liability ( officer, employee,IY'41 1 1, 1111 +i t•{{' f- a:d[ti04 1 i 4 # 04440,.. l Y.. 0.i1 10 J+,t ' f., 10.9. Effective Date. This Agreement shall become effective on the date of City's execu Y.. of this AgreemonL 10.10.Notices. Yrequests,or approvalsgiven under IbisK from Rif. IY•lr. Y 3"d ✓YMVY ici i ♦1 'l. A lv'i4.1 is tro 11 041�ui';iftw If to Licensee: Ryan Chase President 1. East W1t Realty Partner, Wilson129 West i*SuiteIII Costa 92627 if to Licensor: Clerk ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 10.11. Headings. The titles and headings of sections and paragraphs of this Agreement, as herein set forth, have been inserted for the sake of convenience only, and are not to betaken, deemed or construed to be any part of the tam, covenants or conditions of this Agreement, or to control, limit or modify any of the terms, covenants or conditions hereof. 10.12. Time of Essence. Time is of the essence of this Agreement, Failure to comply with any requirement, including, but not limited to, any time requirement, of this Agreement shall constitute a material breach of this Agreement. 10.13. Construction. This Agreement shall he construed, interpreted, governed and enforced in all respects as if drafted by both City and Licensee. 10.14. Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto. 10.15. 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 deliverthis Agreement onbehalfofsuch party, and by so executing this Agreement, said party is formally bound to the provisions of this Agreement. rtiL IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. s .r APPROVED AS TO FORM: CITY OF SANTA ANA Raul Godinea Il Clerk of the Council City Manager Sonia R. alho City EAST END REALTY PARTNERS, LP By: Ryan . dge Assistant ity Att ey Ryan Chase, President of East End Realty Partners GP, General Partner RECOMMENDED FOR APPROVAL: B2 •'S . a.v l� Steven A. Mendoza Executive Director Commmmity Development Agency II Feu: 12 lit SKATE PARK OPERATIONS • Proposed Hours: (10am—10pm), other than for special events. Hours can be adjusted upon mutual agreement of the parties. Park Closure: East End Realty Partners LP to close Skate Park for special events and private parties, subject to obtaining any required permits from the City. East End Realty Partners LP will pay for all out of pocket expenses for cleanup of alley after any City sponsored events only. • City shall also be permitted access to Skate Park for private events in coordination with East End Realty Partners LP events. City will pay for all out of pocket expenses for cleanup of alley after any City sponsored events only. • Sponsorships — City approval of sponsorships required prior to East End Realty Partners LP events. No adult use/under 18 materials (drugs, liquor, political organizations, etc.) shall be permitted. • Upon review and approval by the City, and East End Realty Partners LP obtaining all necessary building and safety permits, East End Realty Partners LP to bang and place signage above the Skate Park from East End Realty Partners LP property (305 East Fourth Street) to City parking structure at East End Realty Partners LP's sale cost and expense. • Standard safety and liability signage mutually agreed upon by the parties shall be posted throughout the Skate Park. • Must comply with Santa Ana Municipal Code § 31-5 —Skate park facility regulations. 13 LICENSEE PROPERTY IMPROVEMENTS improvements by East. End Realty Partners LP (subject to City review and approval prior to installation or completion of work): • Lighting on East End Realty Partners LP owned buildings; East End Realty Partners LP to paint murals on City structure. City must review and approve content prior to installation, and can remove if contract terminates; At its election, East Paid Realty Partners LP may demolish City Plantersdandscaping off both sides of Spurgeon Strect adjacent to its 219 East Fourth Strect and 305 East Fourth Street holdings, provided it replaces said plantersllandscaping with high quality new planter, landscaping, or patio, or for building exiting, subject to meeting safety codes and allowing for pedestrian flow on sidewalk meeting public works minimum requirements; • At its election, East End Realty Partners LP may relocate City bike but to another mutually agreed upon location at East End Realty Partners LP cost; • At its election, Gast End Realty Partners LP may remove, replace or relocate its flagpole near Fourth/Spurgeon to another location at East End Realty Partners LP; and, • East End Realty Partners LP will relocate dumpsters servicing 219 and 305 East Fourth Street from alley to mutually agreed upon and specified location in adjacent Plaza next to 305 East Fourth Street. Gast End Realty Partners LP will be responsible for constructing an enclosure around the dumpsters that will blend into the aesthetics of the Plaza. Final layout and construction plans must be approved by the City. 14 Page I of 1 ®® CERTIFICATE OF LIABILITY INSURANCE Ae"05/0 DATE(MM/3/2018 2018Y) 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 COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or 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 Willie Insurance Services of California, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: PHONE 1-877-945-7378 PA% 1-888-967-2378 AIC No: E-MAIL AGGRESS: certificates@willis.com INSURERS AFFORDING COVERAGE NAICH Nashville, TN 372305191 VSA INSURERA: General Casualty Company of Wisconsin 24414 INSURED East End Partnere I, LP; Fiesta Marketplace I, Fainbarg Ventures I2, LP; Irving 6 Nancy Chase INSURERS. Fireman's Fund Insurance Company 21873 INSURER, Oak River Insurance Company 34630 INSURERD: American Fire and Casualty Company 29066 SSA Management LLC P O Box 10728 Costa Mesa, CA 92627 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER: W6093865 REVISION NUMBER: THIS IS TO CERTIFY THAT 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLB BR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F OCCUR EACH OCCURRENCE $ 1,000,000 RE T 1,000,000 PREMISES its occurrence) $ MED EXP Any one person) $ 10,000 A y CCI1304670 03/01/2018 03/01/2019 pERSONALBADV INJURY $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: POLICY PRO- I LOC ECT GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGO $ 2,000,000 $ OTHER'. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ X ANYAUTO A AUTOS ONLY AUTOSULeO CBA1304670 03/01/2018 03/01/2019 BODILY INJURY (Per accldenp $ HIRED NON-OWNED—PROPERTY AUTOS ONLY q AUTOS ONLY -DAMAGE Per awlden[ $ $ B UMBRELLALIAB Xji OCCUR EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 X EXCESS LAB CLAIMS -MADE SSE00024650970 03/01/2018 03/01/2019 DED X RETENTION$0 $ C WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE o OFFIOERIMEMBE FNP] NIA SAWC819419 07/16/2017 07/16/2018 X OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E, L. DISEASE -EA EMPLOYEEI $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE � POLICY LIMIT $ 1,000,000 D Excess Liability ECA(19)55475039 03/01/2018 03/01/2019 Each Oceurerns $25,000,000 Aggregate $25,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ADDED 101, Additional Remarks Schedule, may be attached if more space is required) Re: 201 E. 4th St., 220 E. 4th St., 305 E 4th St., & 301-307 Spurgeon St., Santa Ana, CA 92701. The City of Santa Ana, Its Officers, Agents, Employees and Volunteers are named as Additional Insureds per Endorsement #CG8155 0309 attached. 0 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza 1''n•^^n�n,�1r' /pyN�l. Santa Ana, CA 92701 V w(l ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD -- In: 15775967 aATcx: 696063 COMMERCIAL GENERAL LIABILITY CG 8155 03 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NONCONTRACTOR'S ADDITIONAL INSUREDS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in Paragraphs A.I. through A.8. below whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be currently in effect or becoming effective during the term of this policy; executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury," but this paragraph does not apply to any additional insured more specifically identified elsewhere in the policy. 1. ADDITIONAL INSURED— STATE OR POLITICAL SUBDIVISIONS — PERMITS A state or political subdivision subject to the following provisions: a. A state or political subdivision is an additional insured only with respect to the following hazards for which the state or political subdivision has issued a permit in connection, with premises you own, rent, or control to which this insurance applies: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, drive- ways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (2) The construction, erection, or removal of elevators: or (3) The ownership, maintenance, or use of any elevators covered by this insurance. b. A state or political subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," property damage" or "personal and advertising injury" arising out of operations performed by or for you for the state or political subdivision. 2. ADDITIONAL INSURED — CONTROLLING INTEREST Any person or organizations with a controlling interest in you but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. 3. ADDITIONAL INSURED — MANAGERS OR LESSORS OF PREMISES A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: Includes copyrighted material of Insurance Services Office, Inc. CG 81 55 03 09 with its permission. Page 1 of 3 a. Any "occurrence" which takes place after you can cease to be a tenant in that premises: or b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 4. ADDITIONAL INSURED — MORTGAGEE, ASSIGNEE OR RECEIVER A mortgagee. assignee or receiver but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. 5. ADDITIONAL INSURED — OWNERS OR, OTHER INTERESTS FROM WHOM LAND HAS BEEN LEASED An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to lease that land; or b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 6. ADDITIONAL INSURED — CO-OWNER OF INSURED PREMISES A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability as co- owner of such premises. 7. ADDITIONAL INSURED — LESSOR OF LEASED -EQUIPMENT Any person or organization from whom you lease equipment. Such person or organization are insured only with respect to their liability arising out of the maintenance, operation or use by you or equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: a. To any "occurrence" which takes place after the equipment lease expires; or b. To "bodily injury" or "property damage" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under Paragraphs A.1. through A.B. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." 8. ADDITIONAL INSURED— VENDORS Any "vendor", but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product. Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 3 with its permission. Yiy`in,Dl CG 81 55 03 09 (7) Products which, after distribution or b. This insurance does not apply to any sale by you, have been labeled or insured person or organization, from relabeled or used as a container, part whom -you have acquired such products, or ingredient of any other thing or or any ingredient, part or container, substance by or for the vendor, or entering into, accompanying or containing (8) 'Bodily injury" or "property damage" such products. arising out of the sole negligence of B. As respects the coverage provided under this the vendor for its own acts or endorsement, Paragraph. 4.b.(3.) SECTION IV — omissions or those of its employees COMMERCIAL GENERAL LIABILITY or anyone else acting on Its behalf. CONDITIONS is added: However, this exclusion does not apply to: 4.b.(3.) This insurance is excess over any other (a) The exceptions contained in Sub- insurance covering the additional insured paragraphs d, or f.; or as an insured whether primary, excess, contingent or on any other basis, unless (b) Such inspections, adjustments, a written contract or written agreement tests or servicing as the vendor specifically requires that this insurance has agreed to make or normally be either primary or primary and undertakes to make in the usual noncontributing. course of business, in connection with the distribution or sale of the products. E Includes copyrighted material of Insurance Services Office, Inc. CG 8155 03 09 with its permission. Page 3 of 3