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HomeMy WebLinkAboutBRADEN, VIC 2-2009City of Santa A 1 = t Clerk of the Coun�,i AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). The agreement with No. N-2009-145 was completed on (List all amendments. Use space below if needed.) C,WLZ� '�rJ -�6LVO( 6)N- 167 Revised 07-22-09 COTC Office Use Only t^Y tlfU3 F€:3 115 o and final payment has been made. Department: V 1 x ,6A Phone/Ext.: Signature:, Date: INSURANCE ON FILL WORK MAY FROCEEG UNTIL INSURANCE EXPIRES CLERK OF COUNC DATE. JAM 0 2we C. c-,) } r C LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VIC BRADEN N-2009-145 THIS LICENSE AGREEMENT ("Agreement") is made and entered into this day of December, 2009, by and between the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and laws of the State of California, herein referred to as "Licensor", and Vic Braden, herein referred to as "Licensee". RECITALS: A. The City of Santa Ana desires to provide a wide range of high quality tennis programs at the Cabrillo Park Tennis Center at Santa Ana. B. Licensee's principal, Vic Braden, is a world -renown tennis coach and teacher who desires to establish programs at the Cabrillo Park Tennis Center. C. Licensor owns a building at 800 N. Cabrillo Park Drive commonly know as The Twist-Bassler House (the "Property"). The Property is a three story historic structure on the grounds of the Cabrillo Park Tennis Center (the "Facility") which also has nine (9) lighted tennis courts and a small tennis clubhouse complete with locker rooms and showers for players. D. The Facility, including the Property, is managed for Licensor by Match Point Tennis Academy (the "Operator"). NOW THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all terms and conditions hereof, the parties hereto agree as follows: License Area and Use Licensor hereby grants to Licensee the privilege of a personal, non-exclusive, revocable license ("License") to use the second floor of the Property (the "License Area") together with the right of access through the balance of the Property and Facility to gain access to the License Area for the purpose of accommodating a tennis training facility and for no other purpose unless expressly agreed to in writing by the Licensor. Additionally, Licensee shall have the right, subject to the standard terms of use established by Licensor's Operator, to priority use of Courts 7, 8 & 9 at the Cabrillo Park Tennis Center. 2. Term The term of the Agreement for the License Area ("Term") shall be on a month to month basis, commencing on December 15, 2009 ("Commencement Date"), and terminable by either party upon sixty (60) days written notice to the other Party. 3. Compensation/Consideration Upon the Commencement Date, Licensee shall pay to Licensor monthly compensation in the amount of $1.00 per month ("Compensation") for use of the License Area. Compensation will be due annually in advance upon execution of this Agreement. 4. Licensee Program Responsibilities. (a) Programs, activities, and services to be conducted by Licensee shall include but not be limited to: • Junior Tennis Ambassador Program where older youths will be trained to teach children how to play tennis; • Tennis College, which is a fee -based tennis training academy for adults • Conference and Research Center to provide training and research studies related to tennis and other sports; • Computer Lab and Science Library, which will act as a resource center open for youth; • Coaches Clinics which will provide training to tennis coaches. 5. Taxes In the event this License is deemed to create a possessory interest in real property, Licensee shall be responsible for paying any possessory interest taxes assessed thereon by the County of Orange or other taxing agency. 6. Utilities Licensee shall make arrangements with Operator to cover the cost of all custodial services for the License Area and pay for all building maintenance services under $3,000 furnished to the License Area. Licensor shall pay for all personal phone and computer network costs. 7. Liens Licensee will not permit any mechanics' or materialmens' or other liens to stand against the License Area by reason of any use or occupancy by Licensee, or any person claiming under Licensee. 8. Indemnification, Defense, Hold Harmless Licensee shall protect, defend, indemnify and save and hold harmless Licensor, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with the License and/or Licensee's activities on the Facility pursuant to the License granted hereby, except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. 9. Insurance In addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee shall obtain and furnish to Licensor, a policy of general public liability insurance, commercial general liability insuring Licensee for all activities on the Property, including the License Area. In addition, Licensee shall obtain and furnish to Licensor property insurance covering the License Area. The policies shall indemnify Licensee and Licensor, their officers, agents and employees against any and all claims arising out of or in connection with this Agreement and shall provide coverage in not less than combined single limit bodily injury, personal injury and property damage, liability, Of $1,000,000 per occurrence. The policy shall also name Licensor, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that Licensee's insurance shall be primary. Licensee is required to give the Licensor no less than thirty (30) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Licensee to furnish insurance during the term of this Agreement. Prior to execution of this Agreement, Licensee shall furnish to Licensor certificates of insurance and additional insured endorsements to each of Licensee's insurance policies, subject to approval of the City Attorney, evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: 1 • provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days Prior written notice of Licensor; and Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. Licensor or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide within fifteen (1 S) days of Licensor's request. 10. Assignment Licensee may not assign this Agreement. This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right upon any third party. 11. Notices Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To Licensor: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Recreation & Comm. Services Agency City of Santa Ana 888 W. Santa Ana Blvd., Ste. 200 Santa Ana, CA 92702 Telefacsimile (714) 647-6549 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 647-6515 To Licensee: Vic Braden 23582 Via Paloma Coto de Caza CA 92679 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, hl be effective or deemed to have been given twenty-four (24) hours fternthe timeication s eft forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 4 12. Non -Discrimination Licensee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Licensee affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. Conflict of Interest Licensee covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of this License Agreement specified herein. 14. Exclusivity and Amendment This Agreement, along with all of the Attachments, which are attached hereto and incorporated herein, constitute the entire agreement and understanding between Licensor and Licensee respecting the License Area, the licensing of the License Area to Licensee, or the License Term herein specified, and correctly sets forth the obligations of Licensor and Licensee to each other as of its date. Any agreements or representations respecting the License Area or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agre such Areemenement between the parties, unless Agreement is expressed in writing, signed and acknowledged by Licensor and Licensee, or their successors in interest. 15. General provisions (a) Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. (b) This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. (c) Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. (d) The waiver by Licensor of any breach by Licensee of any of the Provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Licensee either of the same or another provision of this Agreement. (e) The terms and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council W. FLETCHER Attorney CITY OF SANTA ANA Q � DAVID N. REAM City Manager RECOMMENDED FOR APPROVAL: �Gv GERARDO MOUET Executive Director, Parks, Recreation and Community Services Agency LICENSEE By: Victor raden Tax ID# T- - Q- 37fo4& AC<?j?1:> ® DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE Page 1 of 3 12/22/2009 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE willis insurance services of Georgia, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 NAIC# Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE INSURED United States Professional Tennis Association, Inc.INSURERA:Philadelphia Insurance Companies 18058-900 3535 Briarpark Drive INSURERB:Fireman's Fund Insurance Co. 21873-091 Houston, TX 77042 INSURER C: INSURER D: COVERAGES 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 MAYPERTAIN, THE S. AGGREGATE L ASHOWN MAY HAVE NCE AFFORDED BY E POLICIESHEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH REDUCED DESCRIBED POLINSR LTR :; NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDD POLICY EXPIRATION DATE MM/DD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LABILITY CLAIMS MADE OCCUR PHPK510031 �12/31/2009 12/31/2010 EACH OCCURRENCE $ l' O'_000 DAMAGE TO RENTED PREMISES Eaoccurence $ 100 000 MED EXP (Any one person) $ PERSONAL B ADV INJURY $ 1 000 000 GENERAL AGGREGATE $ 2 000 000 PRODUCTS-COMP/OPAGG $ 1 OOO OOO GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PE� LOC AUTOMOBILE LIABILITY ANY AUTO APPROV S FO M ED SINGLE LIMIT ent) $ ALLOWNEDAUTOS NJURY on) ;BODLY $ SCHEDULED AUTOS W. FLETC ATTO,Y NJURY (Per accident) $ HIREDAUTOS I NON-OWNEDAUTOS L1 Q H CITY - -" PROPERTY DAMAGE (Per accident) $ — GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC AUTOONLY: AGG $ _ $ A EXCESS I UMBRELLA LIABILITY X OCCUR LJ CLAIMS MADE PHUB293364 12/31/2009 12/31/2010 EACHOCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 $ $ -- DEDUCTIBLE RETENTION $ WORKERS COMPENSATION _ TORY LIMITS OER _E_.L. EACH ACCIDENT t- _ E.L. DISEASE - EA EMPLOYEE $_ $ B AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? L.- (Mandator, in NH) If yes, describe under SPECIAL PROVISIONS below OTHER Excess Liability SHX0072018765 12 31 2009 12 31 2010 E.L. DISEASE - POLICY LIMIT $ $5,000,000 Limit DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Vic Braden #5787 USPTA Members are Insureds for General Liability for playing, teaching or officiating in tennis or operating a tennis ball machine for practicing or teaching. City of Santa Ana, its officers, agents, employees and volunteers are Additional Insureds as laim ari sing out of the nealicfence of the reap cts General Liap3..Lity b t only respekt.. u o CERTIFICA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR City of Santa Ana 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 1 Ae+non -ic i,5nnorn4t r-1 l • 2R 0(1947 mnl ! 102 6344 Cert:13NO442 ©1 88-2009 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD OF Named Insured. CO11:289Ub47 TP1:1ULb344 cerc:l»ozzz� Page 3 of 3 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) Coll:Zbf JUb4/ TP1:1U60JYY PI-AS-010 (i;}4 O4) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED: OWNERS AND I OR LESSORS OF PREMISES, LESSORS OF LEASED EQUIPMENT, SPONSORS OR GO - PROMOTERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This policy is amended to include as an additional Insured any person or organization of the types designated below, but only with respect to liability arising out of your operations' 1. Owners and 1 or lessors of the premises leased, anted, or loaned to you, subject to the following additional exclusions: a. This insurance applies only to an "occurrence" which takes place: while you are a tenant in the premises; b. This insurance does not apply to "bodily injury" or "property damage" resulting from structural alterations, new construction or demolition operations performed by or on behalf of the owner and f or lessor of the premises; c. This insurance does not apply to liability of the owners and I or lessors for "bodily injury" or "property damage"' arising out of any design defect or structural maintenance of the promises or loss caused by a premises defect. With respect to any additional insured included under this policy, this insurance does not apply to the scale negligence of such additional insured. 2_ Lessor of Leased Equipment, but only with respect to liability for `bodity injury", `property damage` or "personal and advertising Injury" caused, in whole or in part, by your maintenance, operation or rase of equipment leased to you by such person(s) or organization(s) subject to the following additional exclusions: a. This insutance does not apply to any "occurrence' which takes plac* after the equipment lease expires. 3. Sponsors 4, Co -Promoters A PROV YAS TO FORM JOSEPH W.FLETCHER CITY ATTORNEY Page 1 of 1