HomeMy WebLinkAboutAZTECA YOUTH SOCCER LEAGUE 1-2005
INSURANCE NO} ON'llE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
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A-2004-249
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LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA
AND AZTECA YOUTH SOCCER LEAGUE FOR THE PROPERTIES
IDENTIFIED AS PARK SOCCER FIELDS
THIS AGREEMENT, made and entered into this 28 day of April, 2005 by and between the City
of Santa Ana, a municipal corporation of the State of California, ("CITY" or LICENSOR) and
AZTECA YOUTH SOCCER LEAGUE, a non-profit corporation of the State of California
("LICENSEE"),
WITNESSETH
Recitals:
I. CITY desires to support public recreation soccer programs as well as the healthy
eating habits for the benefit of the youth of the City.
2. Azteca Youth Soccer League desires to license a portion of city parks described
herein to operate healthy snack concessions during pre-approved soccer games and provide
proceeds received from said concession to youth education and recreation programs in the City
of Santa Ana.
3. Azteca Youth Soccer League desires to vend healthy snacks and beverages when
operating healthy snack concessions in City parks.
4. Any sublicense to vend healthy snacks must be with a vendor whose mission is to
promote healthy eating habits to help reduce disease and obesity rates in Santa Ana.
1. GRANT OF LICENSE
a. LICENSOR hereby grants to LICENSEE, a personal, revocable, non-exclusive
license to enter upon the License Area (hereinafter license area or Premises) hereinabove
described and shown in general in Exhibit A, attached hereto and incorporated herein by
reference, for the purpose of providing healthy snack concession services to patrons at City park
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youth soccer fields during youth soccer games the times and duration and location must be
submitted in writing and pre-approved by the Executive Director of Parks Recreation and
Community Service (Director).
b. Nothing contained herein is intended, nor shall it be interpreted as, a commitment or
pledge by the City to retain the concessions in the License Area.
c. City will not be held responsible for loss of, or damage to, any improvements
made by LICENSEE in the License Area.
d. This License in no way abrogates the right of City to enforce its abatement of
public nuisance provisions.
e. This License is made subject and subordinate to the prior and continuing right of
City to use the City parks, including without limitation, the right to remove any concessions.
2. DUTIES OF LICENSEE
a. In exercising these rights, LICENSEE must use reasonable care and may not
unreasonably increase the burden on the License Area. LICENSEE agrees that any use it makes
of the License Area as specified herein shall be effected with all reasonable diligence and
precaution to avoid damage to the land, property or personnel ofthe City.
b. LICENSEE agrees to conform to any requirements set forth by the Director of
Parks, Recreation and Community Services during the course of this License including but not
limited to:
1. LICENSEE agrees that all revenues derived from sales conducted at said
healthy snack concessions shall be used solely for the support of youth recreational
programs and/or educating youth in the City of Santa Ana. At least one such program
will focus on addressing the problem of obesity and the need for exercise and healthy
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nutrition including providing outreach material (in English & Spanish) on the importance
of healthy nutrition. Said program and materials shall be pre-approved by the Director.
2. LICENSEE shall present to City a "program" detailing exactly how all revenue
derived from operation of said healthy snack concessions will be spent. LICENSEE
agrees to keep records of all transactions arising out of the operation of said healthy
snack concessions, and to make such records available for inspection by CITY, its agents
or employees upon reasonable notice to LICENSEE. At the end of each month during
which this license in effect, LICENSEE shall submit a report detailing how all revenue
derived from concession operation is being spent.
3. LICENSEE may sublicense the rights contained herein to a vendor whose
organizational mission is to promote healthy eating habits to help reduce disease and
obesity rates in Santa Ana to provide concessions during soccer games. City reserves the
right to approve any such sublicense agreement.
4. LICENSEE further agrees to submit to the CITY for approval a complete list
of food and beverage products to be sold as provided herein. The CITY must approve all
snacks sold by LICESEE.
5. LICENSEE agrees that the sale of tobacco and alcoholic beverages is
expressly prohibited.
6. LICENSEE covenants, by accepting the terms hereof, that it will not occupy or
use the licensed premises, or permit or suffer the same to be used, for any purpose other
than those specified herein.
7. LICENSEE shall maintain the interior and exterior of the healthy snack
concession vending operation in good order, condition and repair, to the satisfaction of
CITY'S Executive Director of Parks, Recreation and Community Services.
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8. LICENSEE shall provide adequate waste receptacles in the vicinity of the
concession and shall keep said concession and the park premises clear of litter, trash,
paper, bottles, boxes and other debris or unsightly rubbish occurring from the exercise of
the license herein granted.
9. No preparation of food on the licensed premises or anywhere in the park.
10. LICENSEE agrees to not install or make any improvements to the License
Area without the written approval of the City. LICENSEE agrees to pay all the costs of
the installation, operation, maintenance, repair and removal of any improvements in the
License Area.
3. TERM OF LICENSE
The term ofthis Agreement shall commence upon execution of this license and terminate
(6) six months after. At the LICENSOR'S sole discretion, Licensee may be granted extension of
this Agreement, for THREE (3) additional terms ("Renewal Term") of ONE (1) year each. Each
Renewal Term shall be on the same terms and conditions set forth herein. The Term of the
Agreement shall not automatically be extended for each successive Renewal Term. This
Agreement shall be irrevocable during its stated term, except as otherwise specifically set forth
in this Agreement. City may revoke this License, at will, upon ten (10) days written notice. City
may terminate the license upon five (5) days written notification if City determines that
LICENSEE is not using revenues derived from said healthy snack concessions in the manner
described herein.
4. TERMINATION
In the event LICENSEE fails to perform, keep or comply with any covenant, condition,
restriction or limitation required to be performed, kept or complied with buy LICENSEE by this
Agreement, City may, at its election, terminate the license granted herein, by serving notice upon
LICENSEE of such termination. Upon such an occurrence, LICENSEE shall have no further
interest in the licensed premises or any structure thereon. LICENSEE agrees to assume the
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liability for reasonable expenses arising from the breach of any covenant, condition, restriction
or limitation of LICENSEE required by this Agreement. Upon termination of this Agreement,
LICENSEE agrees to surrender the premises to LICENSOR in the same condition as when
received, reasonable use and wear thereof and damage by act of God, or by the elements
excepted.
S. OTHER FEES
LICENSEE shall pay promptly, as they become due, all charges for the operation ofthe
healthy snack concessions, including, without limitation, utilities, normal repairs and
maintenance to city property, taxes, insurance, custodial services, and other public utilities
including all electrical and water services necessary to operate said concession on the premises
during the term ofthis Agreement. LICENSEE agrees to keep the premises clean and in good
order and repair.
6. INSURANCE
Prior to undertaking performance of work 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, the City of Santa Ana, 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$I,OOO,OOO per occurrence. LICENSEE shall supply LICENSOR with a fully
executed additional insured endorsement in substantially the form attached hereto as Exhibit B
upon execution of this Agreement and shall be approved in form by the Agency Counsel.
5
b. 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 LICENSOR upon
execution of this Agreement and shall be approved in form by the Agency
Counsel.
(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.
c. 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 the LICENSOR's
election, to forthwith terminate this Agreement.
7. INGRESS AND EGRESS
LICENSOR reserves the right to enter upon the premises covered by this Agreement at
any and all times during the term of this Agreement.
8. IMPROVEMENTS
LICENSEE agrees not to install or make any improvements to the premises without the
written approval ofthe City. LICENSEE agrees to pay all the costs ofthe installation, operation,
maintenance repair and removal of any improvements in the premises.
9. MAINTENANCE
LICENSEE shall maintain the premises in a neat, clean, sanitary and safe
condition, to the satisfaction of LICENSOR.
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10. NOTICES
Any notice served by one party to the Agreement on the other pursuant to this
Agreement may be effectuated by personal delivery in writing or by deposit in the U.S. Mail,
postage prepaid. Mailed notice shall be addressed as set forth below, but each party may change
such party's address by written notice in accordance with this section.
TO LICENSOR: Parks and Recreation
PO Box 1988 M-23
Santa Ana, California 92702-1988
Attn: Executive Director
TO LICENSEE: Azteca Youth Soccer League
Alfredo Gomez
2425 W. Monica Lane
Santa Ana, CA 92706
11. DISCRIMINATION
LICENSEE herein covenants by and for itself and all persons claiming under or through
it, and this Agreement is made and accepted upon and subject to that there shall be no
discrimination against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry, in the use, occupancy,
tenure or enjoyment of the premises.
12. INDEMNIFICATION
LICENSEE agrees to and shall indemnify and hold hannless the LICENSOR, the
City of Santa Ana, their officers, agents, employees, consultants, special counsel, and
representatives from liability: (I) for personal injury, damages, just compensation, restitution,
judicial or equitable relief arising out of claims for personal injury, including health, and claims
for property damage, which may arise from the direct or indirect operations of the LICENSEE or
its agents, employees, or other persons acting on their behalf; and (2) from any claim that
7
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. 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 ofthe terms of, or effects arising from this Agreement.
LICENSOR may make all reasonable decisions with respect to its representation in any legal
proceeding.
13. ASSIGNMENT
LICENSEE shall not assign this Agreement nor sub license the premises or any
interest therein without the written consent of LICENSOR. Any assignment or subletting by
LICENSEE without the written consent to LICENSOR, or any assignment or subletting by
operation oflaw, shall be void and shall, at the option of LICENSOR, terminate this Agreement.
14. INVALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or
affect the validity of any other provision ofthis Agreement.
15. JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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16. WAIVER
The waiver by LICENSOR of any breach of any provision ofthe Agreement shall not
constitute a continuing waiver or wavier of any subsequent breach of the same or a different
provision of this Agreement.
17. ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements either oral or in writing
between the parties hereto with respect to the terms set forth in this Agreement and contains all
the covenants and agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no representation, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to
such services, which are not embodied herein, and that no amendment hereto shall be effective
unless set forth in writing, approved by the LICENSOR and LICENSEE.
18. INDEPENDENT CONTRACTOR
It is understood and agreed that LICENSEE, in the performance of this Agreement, will
be acting in a wholly independent capacity and not as agents, employees, partners, or joint
ventures of the LICENSOR. This Agreement does not create a tenancy of any nature whatsoever
between the LICENSOR and LICENSEE.
19. RELOCATION
By signing this Agreement, LICENSEE certifies that he is occupying the premises in full
awareness that the premises are to be utilized in full or in part for a future redevelopment project;
that under applicable relocation laws, as a subsequent tenant of the premises, LICENSEE is not
eligible for such benefits. In accepting this tenancy, LICENSEE waives all notices of
termination that may be required pursuant to California Government Code 9 9 7260 et seq., 42
C.F.R. 42.120, or any relocation law, and waives all rights to relocation benefits.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
ATTEST:
/ //7/J-- '- >-
: -- ;r..<y~./ _J J
"--i>atricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
By: IVlL V~~
Michael Vigliotta r
Deputy City Attorney
APPROVED AS TO CONTENT:
~
GERARDO VET
Executive Dir ctor - Parks, Recreation
& Community Services Agency
CITY OF SANTA ANA
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I '.-Av~t!/?' ,:~4'~_.___
David N. Ream
City Manager
10
EXHIBIT A
YOUTH SOCCER FIELD
CONCESSION STAND LOCATIONS
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