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INSURANCE NOT ON FILE
WORK MAY I~QI PROCEED
CLERK OF COUNCIL
A-2008-186
~s~.2008 NON-EXCLUSIVE LICENSE AGREEMENT FOR OPERATION OF
•, pRC~ ~ CONCESSION STAND AT MADISON PARK BY MADISON PARK
a
~,arla Z. NEIGHBORHOOD ASSOCIATION
THIS LICENSE AGREEMENT (hereinafter "License") is made and entered
into on ~ '` , 2008, between the City of Santa Ana, a charter city
and municip co ration duly organized under the Constitution and laws of the State of
California (hereinafter "City" or "Licensor"), and the Madison Park Neighborhood
Association, a California Non-Profit Public Benefit Corporation (hereinafter
"Licensee").
RECITALS
A. Licensor constructed a concession stand on real property located at Madison 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 Madison Park.
1. GRANT OF LICENSE
A. Licensor grants to Licensee a personal, non-exclusive, revocable license
("License") 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
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 January 1, 2009, 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 are 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 regular weekdays and weekends, except during little league
games/practices and special events, 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-EXCLUSNE 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.
I. 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, care 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 neighborhood association in providing
materials and supplies for neighborhood youth recreational programs, and/or
improvements on public property that are 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 Parks, 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 of this License.
3. TERM
The Term of this License shall be from the date that this License is approved by
all parties through January 1, 2009. Upon proof ofnon-profit status, this license
shall automatically extend to June 30, 2010. If Licensee fails to provide proof of
its non-profit status prior to January 1, 2009, this License shall terminate on
January 1, 2009. Provided Licensee shows proof ofnon-profit status, this License
is subject to renewal for two (2) five-year terms upon six (6) months written
notice to Licensor. Such extension shall be solely at the 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:
Madison Park Neighborhood Association
1120 E. Oxford Street
Santa Ana, California 92707
Attn: Rose Vasquez, 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-EXCLUSNE 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 of repair, 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 party, 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 CIT F SA A
By:
David N. Ream, City Manager
City of Santa Ana
APPROVED AS TO FORM
Joseph W. Fletcher
City Attorn~Y~ f,,
By:
Assistant City Attorney
LICENSEE:
Madison Park Neighborhood
Association
By: Ct' e---
Rose Vasquez
President
A
Patricia E. Healy `~
Clerk Of The Council
NON-EXCLUSIVE LICENSE AGREEMENT
Page 6 of 8
EXHIBIT A
DESCRIPTION -LICENSE AREA
NON-EXCLUSIVE LICENSE AGREEMENT
Page 7 of 8
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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-EXCLUSIVE LICENSE AGREEMENT
Page 8 of 8
25.D. AGMT NO. 2008-179 -PARAMEDIC BILLING -With Wittman Enterprises,
LLC. for aone-year term at the rate of 6.8 percent of net collection -Fire
Department
25.E. AGMT NO. 2008-180 - INFORMATION TECHNOLOGY AND
COMPUTER SUPPORT SERVICES - Execute an amendment with
Sapphire Technologies in an aggregate amount not to exceed $875,000 -
Fire Department
25.F. AGMT NO. 2008-181 - HAZARDOUS MATERIAL EMERGENCY
RESPONSE SERVICES -With AIICorp Partners Acquisition d/b/a AMX
Environmental Evolution, Ltd. -Fire Department
25.G. AGMT NO. 2008-182 -COMPREHENSIVE PHYSICAL EVALUATIONS,
HEALTH SCREENING AND VACCINATIONS -With Medical Center of
Santa Ana in an amount not to exceed $70,000 -Personnel Services
Agency, Fire and Police Departments
25.H. AGMT NO. 2008-183 -COMPREHENSIVE HAZMAT/SWAT PHYSICAL
EVALUATIONS -With Pulmonary Consultants & Primary Care Physicians
Medical Group, Inc. in the amount of $30,000 - Fire and Police
Departments
25.1. AGMTS -OPERATION OF CONCESSION BUILDING AT THORNTON
PARK -PARKS, RECREATION & COMMUNITY SERVICES
^ AGMT NO. 2008-184 -With Santa Ana Girls Fast Pitch Softball
League for atwo-year term with two five-year renewal options;
^ AGMT NO. 2008-185 -With Santa Ana Xtreme Softball League for
a two-year term with two five-year renewal options.
25.J. AGMT NO. 2008-186 -OPERATION OF CONCESSION BUILDING AT
MADISON PARK -With Madison Park Neighborhood Association for a
two-year term with two five-year renewal options -Parks, Recreation &
Community Services Agency
MOTION: Sarmiento SECOND: Bustamante
VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez,
Sarmiento, Tinajero, Pulido (7)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: None (0)
25. K. AGMT NO. 2008-187 - DEMOLITION SERVICES FOR BRISTOL
STREET WIDENING (PROJECT 08-1700-C) -With West Coast Land
Clearing not to exceed $500,000 -Public Works Agency
CITY COUNCIL MINUTES 11 JULY 7, 2008
ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MMICDIYYVY)
07/24/2008
PROOltCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
MARGARITA RODRIUEZ LIC#OE88350 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
2510 N GRAND AVE. STE 100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
~ SANTA ANA, CA 92705 ;
~~~... INSURERS AFFORDING COVERAGE NAIC#
.--- n._ .-._--,_...._..~._-- -" ---,
INSURED ~ A~ S_~~!_F..rm fire and Casualty Company 25143
MADISON PARK NEIGHBORHOOD ASSOCIATION ..-"
INSURER B:
1120 E. OXFORD ST. A. .2-COs. - \ \Sec INSURER C:
SANTA ANA, CA 92707 ..
INSURER D:
I INSURER E:
THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEOABOVE FOR THE POliCY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF MY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER11FlCATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL. THE TERMS. eXCLUSIONS AND CONDITIONS OF SUCH
~~GGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR D" I POLlCYNlJMBIfR I POL.ICY EffECTIVE I POLICY EXPIRATION LIMITS
A X ~"RA'''AB'''TY .!92oBFoY619.6 107/2412008 107/24/2009 EACH OCCURRENCE I, 1 000,000.00
I ~ p"~RC~l G'N'~ClIABIUTY I ' PREMIS aoecurence I, 300,000.00
I -- W'"' "AO€ lZJ OCCUR I MED EXP (Anyone pBl"5On) I, 5,000.00
PERSOAAL & AOV INJURY ,
I - --I GENERAL AGGREGATE , 2,000,000.00
i r-~ 2,000,000.00
~'LAGG:enE ~~Mrr APf4S,PER: I PRODUCTS - COMPiOF> AGG ,
X POliCY I ~~R; \ LOC! i
D~MOBILE LI"BIUTY COMBINED SINGLE LIM:T
I (Eaaocident) ,
f.- ANY AUTO
I ~ ALL OWNED AUTOS BOOILY INJURY
6 'CHEOUCEO AC TOS {Per person) I'
I HJREDAUTO$ BODIl.Y INJURY
NON-OWNED AUTOS (Per acdderd) is
~ ._- PROPERTY DAMAGE. I'
, i (Peraccir:lenl,
RRAcn...""... , c ~ AUTO ON\.. Y " EA ACCIDENT I s
I I EAACC 1 S
ANY AUTO ~ OTHER THAN
i AUTO ONLY: AGe I
I I EXCESS/UMBREL.L.A L.IABiLlTY "y. EACH OCCURRENCE ,
I ~ OCCUR o CLAIMS MADE ',.., ,.. AGGREGATE ,
I
I r ,
~ OEDUCTIBLE -::::-:; ,
RETENTION , ,
I WORKERSCOMPENSAnON "NO l...lIfP S!!:1N-;.1 IOJ~'
EMPLOYER$.' LlABfLITY
ANY P~OPRIE1'ORJPAATNERlEXECUTIVE E.L EACK ACCIDENT ,
QfFICERiMtMtlER EXCLUOl;lH S.L. DISEASE - EA EMPLOYEE S
~E~~5~~V'ffi1O'NS blltow ! E.L. DISEASE. POLlCY LlMIT .
OTHER
OUCRlPT10N OF OPERAnoN5 I LOCA1lONS I VEHICLES I EX(:LU9l0NSAODED BY ENDORSEMENT / SPECIAl. PROVISIONS
NEIGHBORHOOD ASSOCIATIONI NON-PROFIT
CERTIFICATE HOLDER
MADISON PARK NEIGHBORHOOD ASSOCIATION
1120 E. OXFORD ST.
SANTA ANA, CA 92707
CANCELLATION
COVERAGES
SHOULD ANY OF THe: ASOVIE DESCRIBED POUCIES BE CANCELLED IIEFORE THE EXPIRATION
DA.TE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO NAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOUJER NAMED TO THE LEFT, BUT FAlLUR'E TO DO SO SHALL
IMPOSE NO OBLIGATION OR UASIUTY OF ANY KINO UPON THE INSURER. ITS AGENTS OR
ACORD 25 (2001/0S)
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@ACORDCORPORATlON 1968
v,n"'" wY"
FE.&609
I>.:lge 1 of'
SECTION II ADOITIONAL INSUREO ENDORSEMENT
A
_....(\
Policy No.: 92.6F.Y619.6
Named Insured:
MADISON PARK NEIGHBORHOOD
ASSOCIATION
1120 OXFORD ST
SANTA ANA CA 927<l7-1413
-'"
AiidiiiOnaliii5ured llni:iiide.icldre.s&l:
CITY OF SANTA ANA
ITS OFFICIALS, AGENTS,
EMPLOYEES, VOLUNTEERS &
REPRESENTATIVES
888 W SANTA ANA BLVD STE 200
SANTAANACA 92701-4561
WHO IS AN INSURED. under SECTION II OESIGNATION Of INSURED, is amendedlo i1cIude 15 an Insured 111_
Additional Insured shoWn abOW. bUt only to me eJdent ltIalliabllily is ;nposed on thai Additional Insured &OIeIy bacillle
of your work petformlll for Ihal Addffinnallnsured shllWll ab<M!.
ArIy in&l.llWlce provided to the Addilio",,1 Insured ohall only apply with rapect to a claim made or BUll brought fer
dornages rOf which you are prtNided coverage.
The Primary tnsurance coverage belOW applle$ only when tMr.e is an "y.: in the box.
Ii1J Prinwry Insurance. TI>e 1nsuRI_ povldecllolhe AddIlOll8l- -- """. be prtmarYlllOUl8IIce.
ArTY insurance carrled by the !\ddalonalln&uled _ be noncooUIbUlOry lMlI> re$jIIlCI to -- ~ to
yQu.
All other proviO<<>ns of the poUOV applY.
FE~