HomeMy WebLinkAboutSANTA ANA XTREME SOFTBALL LEAGUE - 2008INSURANCE ON FILE
WORK MAY PROCEED
UNTIIIL INSURANCE EXPIRES
CLE~COUNCIL
A-2008-185
DATE: ~]-~~ -~~ NON-EXCLUSIVE LICENSE AGREEMENT FOR OPERATION OF
D . ~~~kS 8 ICR-c. ~Z~ CONCESSION STAND AT THORTON PARK BY SANTA ANA
~r [a~"'~"`pki ~S XTREME SOFTBALL LEAGUE
THIS LICENSE AGREEMENT (hereinafter "License") is made and entered
into on ~~ '-] , 2008, between the City of Santa Ana, a charter city
and municipal cor oration duly organized under the Constitution and laws of the State of
California (hereinafter "City" or "Licensor"), and the Santa Ana Xtreme Softball League,
a California Non-Profit Public Benefit Corporation (hereinafter "Licensee").
RECITALS
A. Licensor constructed a concession stand on real property located at Thornton Park in the
City of Santa Ana, state of California, more specifically described in Exhibit
"A", Description -Licensed Area, attached hereto (hereinafter "Property" or "License
Area").
B. Licensor and Licensee desire to enter into this License whereby Licensee shall be
permitted, in accordance with the terms and conditions herein, to operate the
city's concession stand located at Thornton Park.
I. GRANT OF LICENSE
A. Licensor grants to Licensee a personal, non-exclusive, revocable license
("License's to use the License Area as a concession stand, more particularly
described and shown on Exhibit "A" attached hereto.
B. Licensee may not use the License Area for any other purpose or business, other
than as a concession stand, without first obtaining Licensor's prior written
consent.
C. The Director of Parks and Recreation has absolute and final authority to approve
or not approve sale at certain events or programs.
D. Licensor shall not be held responsible for loss of, or damage to, any personal
property left in, on, or about the License Area, or for any improvements made by
Licensee on, about, or to the License Area.
E. This License is made subject and subordinate to the prior and continuing right of
Licensor to enter the License Area, and/or to use the License Area for any and all
purposes.
F. Licensor makes no warranties or representations concerning the Licensed Area or
any means of ingress or egress thereto or therefrom. Licensor agrees to provide
gas, water, and electric service to the Licensed Area.
NON-EXCLUSIVE LICENSE AGREEMENT
Page 1 of 8
G. Licensor may, in it sole discretion, upon notice to Licensee, terminate this License
in the event that Licensee fails to perform, keep or comply with any covenant,
condition, restriction or limitation required by this License to be performed, kept,
or complied with by Licensee.
2. DUTIES OF LICENSEE
A. Licensee shall provide to Licensor, prior to exercising any rights herein conferred
to it, evidence of its status as a valid California nonprofit business entity.
B. Licensee is responsible for the maintenance of the interior of the concession stand
and will assist in the cleanup of the exterior when selling product. Licensee shall
be responsible for all trash, garbage, paper, boxes, cartons, cans, containers, litter,
etc., generated by the concession stand inside and outside of the immediate
concession stand area.
C. Licensee shall, at all times for the duration of the agreement, be responsible for all
personal appliances, and all equipment necessary for storage, preparation, and
serving of food and drinks in a clean, safe, sanitary manner. Personal appliances
allowed aze limited to a refrigerator, microwave, coffee maker, and crock pot.
Any other appliances in question shall require the City's prior approval.
D. Licensee agrees that no hot plates, grills, open flames, deep fryers, or any
appliances that do not have an automatic shutoff device shall be allowed in the
concession stand at any time. Licensor, if upon inspection, finds unpermitted
appliances or equipment in the facility, shall require Licensee to remove them
immediately.
E. Licensee shall be responsible for the security of the building property upon
cessation of its use, and for the contents of the concession stand.
F. The concession facilities shall only be operated by the Licensee, its agents,
officers, employees, volunteers, and members, and such operation shall occur
only during licensee's regulazly scheduled games, unless approved by the
Executive Director of Parks, Recreation and Community Services Agency.
G. At the end or expiration of the term, the Licensee shall deliver up the demised
Premises in good order and condition. No improvements or alterations shall be
made in or to the hereby demised Premises without the consent of the City in
writing.
H. Licensee agrees to use the License Area solely for the sale of food products, and
conducting business incidental to the operation of Licensee's programs; the
storage and/or sale of tobacco and alcoholic beverages or other unhealthy food
products or sexual products is expressly prohibited. Licensee is allowed to sell
NON-EXCLUSIVE LICENSE AGREEMENT
Page 2 of 8
packaged snacks and drinks. Licensee will make a good faith effort to sell at
least 50% healthy snacks and drinks.
In exercising the rights herein conferred by Licensor to Licensee, Licensee agrees
it must use reasonable care in its use of the License Area. Licensee agrees that
any use it makes of the License Area as allowed herein shall be exercised with all
reasonable diligence, caze and precaution so as to avoid damage or waste to the
land, property, improvements within the Licensed Area, or to the personnel of the
Licensee.
J. Licensee agrees to conform to any reasonable requirements set forth, required, or
mandated by the Licensor related to the use of the License Area as a concession
stand during the License period.
K. Licensee agrees that it has an absolute duty to maintain the License Area in a neat,
clean, sanitary and safe condition, to the satisfaction of Licensor, at the sole cost
and expense of Licensee, for which costs and expenses Licensee shall be solely
obligated. The License Area shall be maintained in a manner consistent with
community standards which will uphold the value of the License Area, in
accordance with this License, the Santa Ana Municipal Code and all other
applicable state and federal statutes and state agency regulations, and any and all
local rules, regulations, ordinances and community standards.
L. Licensee agrees it shall not record, hypothecate, assign or attempt to record,
hypothecate or assign this personal, non-exclusive License. Any attempt by
Licensee to record, hypothecate or assign this License shall automatically
terminate this License and render this License null and void and invalid for all
purposes.
M. Licensee agrees that all revenues derived from sales conducted at the concessions
stand shall be used solely to support the program in providing materials and
supplies for the youth recreational programs, and/or improvements on public
property that aze reasonable and necessary expenses of Licensee in connection
with Licensee's operation of youth recreation programs and that said revenues
and expenses shall not inure to the benefit of any individual.
N. Licensee agrees to cooperate in the prevention, suppression and abatement of
trespass, vandalism, or other conditions existing in or around the Licensed Area,
which the Director of Pazks, Recreation and Community Services Agency
determines to be detrimental to the health, safety or welfare of the public, or that
not in the best interests of public recreation, and which the Director directs
Licensee to abate.
O. Licensee shall comply with all laws, rules, and regulations of the United States of
America, the State of California, the County of Orange, the City of Santa Ana and
NON-EXCLUSIVE LICENSE AGREEMENT
Page 3 of 8
all applicable governmental entities, agencies, boards, commissions, and bureaus
thereof in the exercise ofthis License.
3. TERM
The Term of this License shall be from the date that this license is approved by all
parties through June 30, 2010. This License is subject to renewal for two (2) five-
yearterms upon six (6) months written notice to Licensor. Such extension shall
be solely atthe Licensor's discretion.
4. NOTICES
Any notice to be given by either Licensor or Licensees shall be deemed to be
properly served if and when deposited with the United States Postal Service,
postage prepaid, to the addresses below:
TO LICENSOR:
City of Santa Ana
Parks, Recreation & Community Services Agency
20 Civic Center Plaza
P.O. Box 1988 (M-23)
Santa Ana, CA 92702
Attn: Ron Ono
TO LICENSEE:
Santa Ana Xtreme
2625 W. Harvard
Santa Ana, California 92704
Attn: Frank Parga, President
5. INSURANCE
A. Licensee, and every contractor Licensee hires, shall each maintain commercial
general liability insurance with a combined single limit of not less than
$1,000,000 per occurrence covering the License Area. Such insurance shall: (1)
name the City of Santa Ana, its officers, agents, employees, and volunteers as
additional insureds; (2) be primary with respect to insurance or self-insurance
programs maintained by the Licensor, and (3) contain standard separation of
insureds provisions.
B. Licensee shall, prior to and as a condition precedent of exercising any rights under
this License, (i) furnish properly executed certificates of insurance to the
Licensor, which certificates shall clearly evidence all coverages required in
NON-EXCLUSIVE LICENSE AGREEMENT
Page 4 of 8
Section 7(a) of this Agreement, and agree that such insurance shall not be
materially changed or terminated except upon 30 days prior written notice to the
Licensor, (ii) attach a completed and signed copy of the Licensor's "Additional
Insured Endorsement" form, a copy of which is attached hereto as Exhibit "B",
to the certificates of insurance noted above; (iii) maintain such insurance from the
commencement date of this License until the Termination date of same; and (iv)
replace such certificates of insurance for policies expiring prior to the termination
date of this License.
6. INDEMNITY
Licensee shall indemnify, defend and hold harmless Licensor, its officers, agents,
employees and volunteers from and against any and all loss or damage, expenses,
injuries, death to any person or damage to property, including property and
employees, volunteers, officers or agents of Licensor or Licensee, and shall
indemnify, defend and hold harmless Licensor, its officers, agents, employees and
volunteers from all claims, demands, suits, actions or proceedings of any kind,
and shall be responsible for any and all costs and expenses, including but not
limited to reasonable attorneys' fees, settlements or judgment, arising out of the
construction, reconstruction, maintenance, presence, operation, use, removal or
state ofrepair, of the License Area.
7. GOVERNING LAW
This License shall be governed by and construed in accordance with the laws of
the State of California.
8. ENTIRE AGREEMENT
This License, together with all attachments and Exhibits hereto, constitutes the
entire understanding and Agreement of the Parties. This License supersedes any
and all other Agreements, whether oral or written, between the Parties hereto with
respect to the terms set forth in this License and contains all the covenants,
conditions, terms and Agreements between the Parties with respect to the subject
matter herein described. Each Party to this License acknowledges that no
representations, inducements, promises or agreements, whether oral or written,
have been made by any parry, or anyone acting on behalf of any party, with
respect to the subject matter herein described, and that no Amendment hereto
shall be effective unless set forth in writing, approved by the Licensor and
Licensees.
9. INDEPENDENT CONTRACTOR
It is understood and agreed by the Parties to this License that Licensee shall, in
the performance of the terms and conditions contained herein, be acting in a
wholly independent capacity and not as agents, employees, partners, or joint
NON-EXCLUSIVE LICENSE AGREEMENT
Page 5 of 8
venturers of the Licensor. This License does not create a tenancy of any nature
whatsoever between the Licensor and the Licensee.
10. ASSIGNMENT BY LICENSEE PROHIBITED
In no event shall Licensees assign or transfer any of the rights conferred herein
without the prior express written consent of the Licensor.
11. ATTORNEY FEES AND COSTS
In the event that any action is commenced to enforce payment or performance
under this License, or otherwise in connection with this License, the Parties agree
that the prevailing party shall be reimbursed by the non-prevailing Party for all
costs and attorneys' fees incurred by the prevailing Party in such action.
12. CONFLICT OF INTEREST
No member, official or employee of the Licensor shall have any personal interest,
direct or indirect, in this License, nor shall any member, official or employee of
the Licensor participate in any decision relating to this License which affects
his/her personal interests or the interests of any natural or legal person in which
he/she directly or indirectly has a beneficial interest.
The Parties hereto have executed this personal, non-exclusive, revocable License as of
the date and year first written above.
LICENSOR:
THE CITY SANTA ANA
By: ~~~
David .Ream, City Manager
City of Santa Ana
APPROVED AS TO FORM
Joseph W. Fletcher
City Attorney
By
o e Sandoval
enior Assistant City A rney
LICENSEE:
Santa Ana Xtreme
By, ~,it ~+clc 6' Gn
Frank Parga
President
ATTEST:
Patricia E. Healy
Clerk Of The Council
NON-EXCLUSIVE LICENSE AGREEMENT
Page 6 of 8
EXHIBIT A
DESCRIPTION -LICENSE AREA
NON-EXCLUSNE LICENSE AGREEMENT
Page 7 of 8
KIWANIS "BARRIER FREE" PLAYGROUND
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AND PARK SIGNy
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7 {1
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THORNTON PARK
1801 W. Segerstrom
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of
Policy #
relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92702;, their officers, employees, agents and volunteers are named as additional
insureds ("additional insureds") with regard to liability and defense of suits arising
from 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 performed by
or on 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 carried
by or for the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability.
The inclusion of any person or organization as an insured shall not affect any
right which such person or organization would have as a claimant if not so
included.
4. With respect to the additional insureds, this insurance shall not be
canceled, 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 (M-
36), Santa Ana, California 92702.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective ,this endorsement form as a
part of Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
NON-EXCLUSNE LICENSE AGREEMENT
Page 8 of 8
'--
Hollinger, Inc.
•-141 JFK Parkway
Short Nille, NJ 07070-5000 ~`
Amateur Softball Aaaoeiation sad ifeabere of the ASA
JO SoCal Indio Aeg Psogrsm
Phil Gutlerren
PO Box 5028
Oceanside ~ 92052
COVERAGES
_._ __..___ __.....~....u,.e i IC'IFn RFl oW HAVE BEEN ISSUED TO THE 81
p cowerxu+~„c~c ....
CWMSfINOE X^OCCUR
A g Participant Liabi
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snEaAao Asrce
RIRED AVros
NONCMIEa A4R06
ANrAlrto
3602A8230069
$0 Deductible
E1mFaSLUaaRT 7161000013-071
OCCUR ^cwN3 MADE
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COVERAGE
Insurance
THE Po
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01101!08 ~ 01/01/09
CY PERIOD INDICATED. NOTWRNSTANDEIG
q{ TFBS CERTIFICATE MAY ~ ISSUED OA
S. EKCWSIONS AND CONDfiIONS aF SUCH
UalF6
~ f 2,000,000
FME pMWGEI cneM f 300, 000
,EnE~a,o.e,,,e,,, s lo, ooD
^^^°~~ fAOYINAIRY f 2, OODr 000
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raooucTS-caiProPAOG s 2, 000, 000
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B Full Excess
OFJGMl1Ce OF ppeMlWaaLOCA~~® 9YBIOOWIV KNfIdPPCJhL P'110VaWM!
Coverage applies to liability of the named insured arising out o1
practice of amateur softball. Certificate holder is named as Va1Tt~
certificate is issued on behalf of:santa Ana xtreme, 12u, Maqu'
City of Banta Ana
SSB SP. Beats Asa Slvd
Saata Ana
CA 92702
/ /~._
:ANCELI.ATION
oiownw+ranleAeoveoESCxsEOroucrf eEwmeumesonErNEF~oawTae
wTE TNEREaF, TIE aa11M0 SIaUREa r/at BISEIWaR To aff. 30 oArs proTTEN
NOTICE TO THE CFATe1L117E NOIaER NAEO T07NE LEfi. 9UT FAILURE TO lb W BHNL
iOSE MO OatgATMxI OR LVIYnr OF AMr IOID U'OM THE SIEURBI. ~ ~Tf oR
,.. -'
rage;; L U.L L
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IACORDTMCERTIFICATE OF LIABILITY 01/08/2009
INSURANCE
PRODUCER HIS CERTIFICATE IS ISSUED AS A MAnER OF
Bollinger, Inc. NFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
101 JFK Parkway CERTIFICATE HOLDER. THIS CERTIFICATE DOES NO'
Short Hills, NJ 07078.5000 !AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED B~
IrHE POLICY BELOW.
Phone Number 800-526-1379 Fax No. 973-921-2876 INSURERS AFFORDING COVERAGE
NSURER A. Markel Insurance Comoanv
NSURED NSURER B. Markel Insurance Company
Amateur Softball Association and NSURER C. Everest Nat.. Insurance Company
Members Of ASA JO SoCallndiv Reg Program
Phil GutierreZ INSURER D.
PO Box S028
Oceanside CA 92052 NSURER E.
COVERAGES
ITHE POLICIES OF INSURED LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME ABOVE FOR THE POLIC'I
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 POLICY DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS Of
UCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN PRODUCED BY PAID CLAIMS.
INSR frvPE ef INSURANCE POLICY E..!CTIV! POUCY
peLlCY NUMBER DATI! E'~~":;';'~~, ~~TE UMITS
LTR 'MM"..",yv\ MM DD YV
EACH ~ 2,000,000
OCCURRENCE
IGENERAL UABIUTY FIRE DAMAGE (Any ~ 300,000
lone flrel
~OMMERCIAL GENERAL LIABIUTY MED EXP (anyone
DCLAIMS MAOEI!!IOCCUR !Person, non- \$ 10,000
0 IOarticioants onlvl
A I; PartlciDant Uabllitv 602AH230069 01/01/2009 01/01/2010
[GEN'L AGGREGATE UMIT APPUES PER PERSONAL & ADV $ 2,000,000
NJURY
PPOUCYDPRO-JECTDLOC [GENERAL $ 5,000,000
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IPROOUCTS - 2,000,000
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DALLOWED AUTOS I~~DILY I~~~RY
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0 PROPERTY
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C Umbrella Form 71Gl000013 01/01/2009 01101/2010 $
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RETENTION $
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" '.) \.!Vi STATU- OTH-
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,,,;/.1 J /1- UMITS
~ORKERS COMPENSATION AND (~ .L. EACH
EMPLOYER 's LIABIUTY f'\/\I'" '."---" CCIDENT
E.L. DISEASE - EA
., MPLOYEE
E.L. DISEASE.
POUCY LIMIT
~THER 102AH22031J Med Max. $250.000
B Accident Medical 01/0112009 01/0112010 524Week Benefit Period
Full Excess
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1/8/2009
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONALLY INSURED-DESIGNATED PERSON OR ORGANIZATION FOR
AMATEUR SOFTBALL ASSOCIATION OF AMERICA ACTIVITIES
This endorsement modifies insurance provided under the following:
COMMERCE GENERAL LIABILITY COVERAGE FORM
With respect the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the
endorsement.
amed Insured: Amateur Softball Association and Members of ASA JO SoCallncllv Reg Program
Team Name: SANTA ANA XTREME
oUcy Number:
3602AH230069
ssued By:
MARKELINSURANCEOOMPANY
olley Period:
01/01/2009-01/01/2010
Endorsement Effective Date
shown on the attached Certificate of
nsurance
uthorlzed Representative
The above Information IS required only when this endorsement Is prepared after the polley is issued
SCHEDULE
Name of Person or Organization:
As Shown on the Attached Certificate of Insurance
A. The following is added to Section II - WHO IS AN INSURED:
The person or organization shown In tile above SCHEDULE but only with respect to liability arising out of the organization,
promotion, administration and conduct of amateur softball activities. including games. practices, tournaments, and fund-raising
activities, under the rules of the Amateur Softball Association of America. provided:
a.) That if the person or organization is designated as a Team, the person or organization so designated shall be deemed to include
team members, managers, coaches, assistants, batboys, registered scorekeepers. sponsors, any other Individual participating in
the official functions of the team, and If so indicated, a Field Owner, but only for the llabmty ariSing out of the designated Team's
amateur softball activities covered under this polley;
b.) That if the person or organization is designated as a League, the interest of the League shall not be included unless all teams in
the League purchase this insurance.
When the interest of the League Is so Included, the person or organization designated as a League shall be deemed to include all
teams in the league and team members, managers, coaches, assistants, batboys, registered scorekeepers, sponsors, any other
individual particIpating in the official functions of the League Or' any such teams, and If so indicated, a Field Owner, by only for
liability arising out of the desIgnated League's amateur softball activities covered under this polley;
AH other terms and conditions of this policy remain unchanged.
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