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HomeMy WebLinkAboutKIDWORKS COMMUNITY DEVELOPMENT CORPORATION (12)INSURANCE ON FILE WORT{ MAY PROCEED UNTIL. INSURANCE EXPIRES 1 .1 —7_/5' CLERK OF COUNC L DATE; SEP 0 2014 p: i~"MSR Rwk L. LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement ") is dated a entered into by and between CITY OF SANTA ANA, a Calif ("City ") and the KIDWORKS COMMUNITY DEVELOPMENT (3) non - profit organization in the State of California ( "Licensee "). RECITALS: N -2014 -120 C Hvh of �snast _, 2014, and rnia municipal corporation CORPORATION, a 501(c) 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 "), F3. Licensee desires to use the City Corporate Yard parking lot ( "License Area ") for purposes of "parking" vehicles during the Licensee's hosting of two events: KidWorks Back to School Celebration event on Friday, September 5, 2014 and The Posada/Christmas Celebration event on Thursday, December 19, 2014. 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. On September 5, 2014, Licensee will be hosting KidWorks Back to School Celebration. Kidworks will the celebrating the beginning of the school year with students and families. At this very special event„ Kidsworks will give away school supplies, music entertainment, and have a salsa competition. The event is expected to be attended by about 300 people, which include families, staff, and volunteers. For 20 years, KidWorks has helped at -risk kids, families and communities in Santa Ana, California. KidWorks offers educational support, leadership - building programs, and faith -based and community empowerment activities that begin with preschoolers and follow youth into their college years. 100% of KidWorks high school graduates are college bound. E. On December 19, 2014, Licensee will be hosting The Posada /Christmas Celebration. Kidworks will be celebrating the Posada, which is part of the Catholic Christmas tradition, is a re- enactment of Mary and Joseph's journey the night before the birth of Jesus through a procession. The procession will be from the KidWorks Center on Townsend to the Dan Donahue Center. It will be marked by 5 stops (4 in which we will be turned away) and the fifth stop will be at DDC where we will be welcome and will celebrate as a community. The Posada is being organized in partnership with Immaculate Heart of Mary and all KidWorks families, staff, volunteers, and partners will be invited to participate. The Christmas Celebration immediately after the procession will feature traditional Mexican food, (typical of the season), music, pinatas, and goody bags for children. This year the staff will also be putting together a musical performance. 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 of 5 I . License. The City hereby grants to Licensee a license to the non - exclusive use the License Area on September 05, 2014 and December 19, 2014, for the purpose described in Recitals B, D, and E 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 3:OOpm and terminate at I0:00pm on September 05, 2014 and December 19, 2014, 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 the times specified in the License as stated in paragraph 1 above, 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 though 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 2 oP 5 limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe, S. 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. Indemnity. 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 tinder 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 9 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 panties 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. 3 oP 10.3 No Assi ugA nent. Licensee shall not assign or transfer or otherwise convey any interest in this Agreement to any panty 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. t 0.6 Authority. The persons executing this Agreement on behalf of the panties 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 Counter art. 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. [Signatures on Next Page[ 4 of 5 IN WITNESS WHEREOF, City and Licensee have entered into this Agreement as oFthe day and year first written above. CITY OF SANTA ANA: CITY OF SANTA ANA, a California municipal corporation ?AVID CAVAZOS City Manager ATTEST: M RIA HUIZAR City Clerk APPROVED AS TO FORM: SONIA R. CaR VALHO Assistant City Attorney RECOMMENDED FOR AP FRANCISCO GUnERREZ Executive Director of Finance and Management Agency LICENSEE: KIDWORKS COMMUNITY DEVELOPMENT CORPORATION, a California 501 (c)(3) corporation By: Vq"' ((A CywAf e Its: 5 of 5 X DATE (nmvnoner -n A Y' INSURANCE 1_111.. -� is Rv CERTIFICATE OF LIABILITY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must bo endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement an this certificate does not confer rights to the certificate holder in Hou of such andorsemends), PRODUCER CONTACT$nb hlGi 11 ^.:Il''J NAME: _ LIMITS RHONE _ - _ . FAA P, UaJ ?- - a :. r,$: w. -is T�Una9 Driv£ EMAIL .SECS, ADDRESS:_.. 0A9AGETOR -4 -J 1 T I} F4tMiSES {E=uca ec ua2 T INSURhR(SI;APFORDIN4 C4YERAGE ___ Y___._ 'MEDEXPIAirymle.zessalr $ 2 G ,DOO _ ___ „_ „- _ _NA_iG ;INSURER A. P;E _'LR'J -:LPFi I.4 . L-S ?'J$ NSURED 1111 .._. —_ EVEREST . N_A—. INSURER 1_._'...1....2_ r_.. _ KI CWORK COHN7M ITY DEVELOPM_" C- RP'RATI )N 1_ _1N11_Al ..F _ . _ (PRODUCTS - COMPORAGG 3 I 1),1,3,,010 INSURER C '1402 W. CHESTNUT AVE`UL „-°LTV AUTOMOBILE WAI311,I1'Y ____. COI131NEb SINGE TWIT (, 7 1 0,i Q .Cps 1 agent. �. ER D. INSURER 3ANTA ANA, CA 927 ")3 -4304 --. ._�_— ._ ............._�___..____ ___�� __...- ._____ ._. &Of ILY1NJURYPe rcUaM't T' _1 _ Abr09 AUTOS INSURER F rr)VF'RaRFC (:FRTIFI(:ATF NItMRFRI REVISION NUMBER: THIS IS TO CERTIFY I HAT THE POLICIES OF INSURANCkE LIFTED 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 MAY PER-I'AIIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE 'TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS $HOWN MAY HAVE BEEN REDUCED BY LAID CLAIMS. I rR TYPS OF INSURANCE WEN VAm POLICY NUMOER R(MMNDttYYY) DEyOolTY4Y1 LIMITS GENERAL LIABILITY EA.HOCCURREN(C . 31rt v!J,:t._,} i X r -z, COMMER9IAL aEiVEPU. Li < \3+1iTY '�;, p 1 Y ct t f i 2.0035 9 ; 1/7/14 % 1/7/15 . -' -.�.. 0A9AGETOR -4 -J 1 T I} F4tMiSES {E=uca ec ua2 T A >_...fUl1l1194fAGE:.>OCCUF i 'MEDEXPIAirymle.zessalr $ 2 G ,DOO _ PERSONAL B ADP INJURY jg 1,0 -'O, 030 GENERAL ncraecarE , FN .POORE7ATELIb11TAPPLIESPER (PRODUCTS - COMPORAGG 3 I 1),1,3,,010 _ PRO IECT LOG g „-°LTV AUTOMOBILE WAI311,I1'Y ____. COI131NEb SINGE TWIT (, 7 1 0,i Q .Cps 1 agent. �. X_ ANY ALI0 90DILY INJURY P9 I P son) L 7 /I'l %I5 a ALL OWNED SCHFDULED 1120959 ifi ADDITIONAL INSURED ENDORSEMENT Insurance Company Philadelphia Indemnity Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # PHPK1120959 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.) Effective 01/0712014 to 01/0712015 , this endorsement form as a part of Policy# PHPK1120959 Issued to Kidworks Community Development Countersigned by _ _ License #0555823 Authorized Signature