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HomeMy WebLinkAboutKIDWORKS COMMUNITY DEVELOPMENT CORPORATION (6)INSURANNF ON FIB WORK MAY pROCEED UNTIL INSURANCE?RES CLERK OF COUNCIL DATE: S-15-I3 LICENSE AGREEMENT N-2013-112 This LICENSE AGREEMENT ("Agreement") is dated as of August /2013, and entered into by and between CITY OF SANTA ANA, a California municipal corporation ("City"), and the KIDWORKS COMMUNITY DEVELOPMENT CORPORATION, a 501(c) (3) non-profit organization in the State of California ("Licensee"). RECITALS: A. The City is the owner of that certain real property known as the City Corporate Yard located at 220 S. Daisy Ave., Santa Ana, CA, 92701 ("Property"). B. Licensee desires to use the City Corporate Yard parking lot ("License Area") for purposes of "parking" vehicles during the Licensee's hosting of The California Endowment meeting in the City of Santa Ana on August 21, 2013. C. The City has agreed to grant Licensee a license to use the License Area, on the terms and conditions set forth in this Agreement. D. The California Endowment Board of Directors is having their regular board meeting at KidWorks. The California Endowment funds the Building Healthy Communities Initiative in 14 sites throughout the State of California. Central Santa Ana is one of those 14 sites. Through this visit, board members will have the opportunity to take a bus tour of Santa Ana before arriving at KidWorks. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. License. The City hereby grants to Licensee a license to the non-exclusive use the License Area on August 21, 2013, for the purpose described in Recital B, upon the terms and conditions set forth herein ("License"), subject to Licensee's performance of all of its obligations under this Agreement. This License shall commence at 8:00am and terminate at S:OOpm on August 21, 2013, unless extended in writing by the Executive Director of Finance and Management Services Agency, or his designee. This Agreement is intended and shall be construed only as a revocable license to use the License Area and not as a lease or grant of any possessory or other interest. 2. Clean UP. Licensee shall, after use of the License Area, leave the License Area in a neat and clean condition to the reasonable satisfaction of the City, free of trash and debris, and Licensee shall remove all property and materials of Licensee. Licensee shall cause the License Area to be cleaned, with such work to be completed no later than 5:00 p.m. on August 21, 2013, and the License shall be extended to such time for the limited purpose of allowing the cleaning work to be completed. 3. Compliance with Laws. Licensee shall cause all activities of Licensee under this Agreement and all activities on the License Area to be performed in compliance with all applicable federal, state, and local laws, ordinances, and regulations, and permits. 4. Damage. In the event that Licensee damages any portion of the License Area or Property or the improvements or equipment therein, Licensee shall immediately repair the damage. Alternatively, the City may, at its election, repair the damage in which case Licensee shall reimburse the City for its cost within fifteen (15) days of receipt of written demand from City. 5. Licensee Parties. Licensee, together with its employees, agents, representatives, and all persons entering the License Area and any other portion of the Property, by or through or at the direction of Licensee, are collectively referred to herein as the "Licensee Parties." Licensee shall be responsible for the Licensee Parties and shall cause the Licensee Parties to comply with the terms of this Agreement. 6. Fee. Licensee shall pay to City NO FEE for the use of the License Area. 7. AS-IS Condition. City makes no representation or warranty of any kind as to the condition of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee's own investigation of the condition of the License Area. The license to use the License Area 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 License Area shall be subject to the License Area being in a usable and safe condition at the time of Licensee's use and Licensee shall be responsible for determining whether the License Area is in such condition. In connection therewith, in the event that the License Area 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 License Area usable or safe. 8. Commercial General Liability Insurance. Licensee shall maintain commercial general liability insurance which 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 Parties use of the license area, 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 $1,000,000 per occurrence and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 9. Indemnitv. Licensee shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding property, or Licensee's breach or default in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to Covered. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of this Section 8 shall survive the termination or expiration of this Agreement. 10. Miscellaneous. 10.1 Entire Agreement, Waiver and Amendments. This Agreement incorporates 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 subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the City and Licensee. 10.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. 10.3 No Assignment. Licensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City's sole and absolute discretion. 10.4 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. 10.5 Litigation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 10.6 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 deliver this Agreement on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions of this Agreement. 10.7 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. IN WITNESS WHEREOF, City and Licensee have entered into this Agreement as of the day and year first written above. CITY OF SANTA ANA: CITY OF SAN A ANA, a California municipal cor o ion KEVIN O'R E City Manager ATTEST: MARIA HUIZAR City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attome ? ?Oci ose Sandoval A ssistant City Attorney RECOMMENDED FOR APPROVAL FRANCISCO GUTIERREZ Executive Director of Finance and Management Agency LICENSEE: KIDWORKS COMMUNITY DEVELOPMENT CORPORATION, a California 501 (c)(3) corporat' By: &4!UL? Its: By: Its: J A..°°°-® m CERTIFICATE OF LIABIL ITY INSURANCE 5/21013 0DATE6/005 /2013 PRODUCER (949) 218-0840 Narver Insurance 641 W, Las Tunas Drive THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Gabriel CA 91776- INSURERS AFFORDING COVERAGE NAIL# INSURED NSURERA: PHILADELPHIA INDEMNITY 18056 KidWorks Community Development Corporation INSURER B: EVEREST NATIONAL 10120 1902 West Chestnut Avenue INSURER O: NSURER O: Santa Ana CA 92703- INSURERE: 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 CONDffION 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADO'L POLICY EFFECTIVE POLICY EXPIRATION LTR IN RD TYPE OF INSURANCE POLICY NUMBER DATE MMIDDNY DATE MMIDDNY LIMITS A GENERAL LIABILITY EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ee omu .... ce $ 100,000 X 5 000 CLAIMS MADE OCCUR MED EXP(Fay one Parson $ . , PERSONAL&AOV INJURY $. 1,000,000 PHPK 957 375 01/07/2013 01/07/2014 GENERALAGGREGATE $ 3,000,000 GEML AGGREGATE UNIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 3,000,000 X POLICY LEE LOC AU TOMOBILE LIABILITY J J / J COMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS l J J / BODILY INJURY SCHEDULED AUTOS (Par Person) X HIRED AUTOS PHPK 957 375 01/07/2013 01/07/2014 BODILY INJURY X NON-OWNED AUTOS (Per accident) $ / I J J PROPERTY DAMAGE (Par accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ R ANY AUTO J / l J OTHER THAN EA ACC $ AUTO ONLY: AGO $ EXCESSMMBRELLA LIABILITY / / I J EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ )B WORKERS COMPENSATION AND 5900001267-131 02/01/2013 02/01/2014 g L 81 A . GET H: TORY Li ITS E EMPLOYERFLIASIUTY ANY PROPRIE'ROR{PARTNERIFXEGUTIVF E.L. EACH ACCIDENT $ 1,000,000 OFFICEWMEMBER EXCLUDED? RL. DISEASE EA EMPLOYEE $ 1,000,000 If yes, descOm antler SPECIAL PROVISIONS balmy 4I CASE, POLICY LIMIT $ 1,000,.000 OTHER A PROFESSIONAL LIAB PHPK 957 375 01/07/2013 01/07/2 x $1,000,000 --A E $1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNBHICLES/EXCLUSIONS ADDED BY ENOORSEMENTEPECIAL PROVISIONS Ot AE: USE 06 CITY OF SANTA PARKING LOT AT 220 S 'rO + C DAISY AVENUE g . . ?,,qq G ??rr °i l i a CITY OF SANTA ANA NAMED AS ADDITIONA I SURE P T C '1$ " ' l L N D ER AT A HED SPECIAL ENDORSEMENT iJ? IN THE EVENT OF NON-PAYMENT OF PREMIUM, ONLY TEN (10) DAYS NOTICE WILL BE GIVEN oil, CERTIFICATE HOLDER CANCELLATION `Y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CA y BEFORE THE EXPIRA'T'ION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 030 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT CITY OF SANTA ANA FAILURE TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 20 CIVIC CENTER PLAZA INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE h/ ?fv__ Santa Ana CA 92701- A{?CORD 25 (2001108) © ACORD CORPORATION 1988 q,,- NS025(0105}.PI ELECTRONIC LASER FORMS, INC.-(800)32'!-0845 Pagel aFZ 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 The Certificate of Insurance on the reverse side of this form 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 (2001108) ?; INS025(01031.01 Page 2of2 ADDITIONAL INSURED ENDORSEMENT Insurance Company _Philadelphia Indemnity Insurance Company_ This endorsement modifies such insurance as is afforded by the provisions of Policy #PHPK957375 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and volunteers are named as additional insured ("additional insured") 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 insured - EXCEPT IN THE CASE OF THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 insured, 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, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) POL4 PHPK957375, effective 1/7/2013 to 1/7/2014 Issued to Kdworks Community Development Corporation__ `? Named Insured r"?? Countersigned by Authorized Signature v. MEMORANDUM To: Interim City Manager From: Executive Director Finance & Management Services Agency Date: August 19, 2013 Subject: Agreement with KIDWORKS for Use of Corporate Yard Parking Area Attached for your consideration is an agreement between the CITY and KIDWORKS to allow the latter to use the Corporate Yard parking lot as a parking area for a KIDWORKS special event on August 21, 2013. KIDWORKS is 501(c) (3) non-profit organization with offices at 1902 W. Chestnut Avenue, Santa Ana, CA 92703-which are located on the very next block south of the Corporate Yard. Because of this close proximity, and the organization's continuing contributions to the Santa Ana community, the City has through the years allowed KIDWORKS to use the Yard parking lot as a parking area for official KIDWORKS events. RECOMMENDING APPROVAL: Francisco Gutierrez Executive Director, Finance & Management Services Agency C) -:+? kAJ