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HomeMy WebLinkAboutORANGE COUNTY HIGH SCHOOL FOR THE ARTS - 20014NSURANCE &I U14 FILE WORK MAY KE t~, NON - EXCLUSIVE LICENSE AGREEMENT Aleec,tr This License Agreement is entered into onb=ry ?/ , 2001, by and between the CITY OF SANTA ANA, a charter city and municipal corporation of the State of California ( "Licensor "), and ORANGE COUNTY HIGH SCHOOL FOR THE ARTS FOUNDATION, a California nonprofit public benefit corporation ( "Licensee "). ACKNOWLEDGEMENTS a. Licensee certifies it operates the Orange County High School for the Arts, located between 1010 North Main Street and 921 North Sycamore Street in the City of Santa Ana, and acknowledges that its School is located on both sides of Tenth Street between Main and Sycamore Streets. b. The Licensor owns or has an easement certain real property between Main and Sycamore Streets which consists of the Tenth Street, its gutters, curbs and sidewalks (the `License Area "). The parries agree and acknowledge that the License Area includes all real property belonging to the Licensor between Main and Sycamore Streets from the center line of Tenth Street to the property line between the Licensor's right -of -way and the real property north and south of Tenth Street owned by Licensee. C. Licensor certifies that it adopted City Resolution No. 2000 -059, closing the License Area to vehicular traffic. 1 GRANT OF LICENSE a. Licensor grants to Licensee a personal, non - exclusive, revocable license (*'License") to encroach upon the License Area as hereinabove described and shown in general in Exhibit "A," attached hereto and incorporated herein by reference, for the purpose of constructing and maintaining a school bus drop -off and pick -up station. b. Licensee may not encroach upon the License Area for any other purpose or business, other than pedestrian purposes already available to members of the general public, or allow vehicular traffic other than school buses, without obtaining Licensor's prior written consent. C, Licensor will not be held responsible for loss of, or damage to, any improvements made by Licensee in the License Area. d. This License in no way abrogates the right of Licensor to enforce its abatement of public nuisance provisions. Page 1 of 5 e. This License is made subject and subordinate to the prior and continuing right of Licensor to use the public right -of -way. DUTIES OF LICENSEE a. In exercising these rights, Licensee must use reasonable care and may not unreasonably increase the burden on the License Area. Licensee agrees that any use it makes of the License Area as specified herein shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. b. Licensee agrees to conform to any requirements set forth by the Licensor during the course of this License, C. Licensee agrees to not install or make any improvements to the License Area without the written approval of the City. Licensee agrees to pay all the costs of the installation, operation, maintenance, repair and removal of any improvements in the License Area. d. Licensee will maintain the License Area in a neat, clean, sanitary and sate condition, to the satisfaction of Licensor. e. Licensee shall not record, hypothecate, assign or attempt to record, hypothecate or assign this personal License. Any attempt by Licensee to record, hypothecate or assign this License shall automatically terminate this License Agreement and render this License void and invalid for all purpose. A. REVOCATION Licensor may revoke this License, at will, upon thirty days notice in writing to the License or it shall be revolted automatically by adoption of any resolution repealing City Resolution No. 2000 -059. 5. NOTICES Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, to the addresses below: Page 2 of 5 TO LICENSOR: Clerk Of The Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 With courtesy copies to: and, Executive Director of the Community Development Agency City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 TO LICENSEE: Orange County High School of the Arts Ralph Opacic, Executive Director 1010 North Main Street Santa Ana, California 92701 6. TERMINATION OF OCCUPANCY a. Licensee accepts the License Area in an "as is" condition and upon termination or revocation of this License, Licensee shall, at its own cost and expense, remove any improvements installed by Licensee and surrender possession of the License Area to the Licensor in good order and repair and as nearly practicable to the state and condition in which it existed prior to the grant of this License, to the satisfaction of Licensor. Page 3 of 5 b. In the event Licensee fails, neglects or refuses to remove said improvements and restore the Easement Area, such removal and restorations may be perfonned by Licensor, at the expense of Licensee, which expense Licensee agrees to pay to Licensor upon demand. 7. INSURANCE a. Licensee shall maintain commercial general liability insurance, or equivalent form, with a combined single limit of not less than $5,000,000 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 of exercising any rights under this License Agreement, (i) furnish properly executed certificates of insurance to the Licensor prior to exercising its rights under this License, which certificates shall clearly evidence all coverages required above and provide that such insurance shall not be materially changed or tenninated except on 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 time the project first commences until completion of the project under this License; and (iv) replace such certificates for policies expiring prior to the termination of this License. 8. INDEMNITY Licensee shall indemnify, defend and save 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 save harmless Licensor, its officers, agents, employees and volunteers from all claims, demands, suits, actions or proceedings of any kind, and all costs and expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the constriction, reconstruction, maintenance, presence, operation, use, removal or state of repair, of the License Area. 9. GOVERNING LAW This License shall be governed by and construed in accordance with the laws of the State of California. Page 4 of 5 10. ENTIRE AGREEMENT This License supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the terms set forth in this License and contains all the covenants and agreements between the parties with respect thereto. Each party to this License acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to such services, which are not embodied herein, and that no amendment hereto shall be effective unless set forth in writing, approved by the Licensor and Licensee. 11. BINDING EFFECT The covenants contained herein shall be construed to run with the land, and as such, this License shall inure to the benefit of and be binding upon the successors, representatives and assigns of the parties hereto; provided however, no assignment hereof by Licensee shall be binding upon Licensor without the prior written consent of Licensor in each instance, and at the option of Licensor, this License shall be forfeited by any such voluntary assignment or by any assignment thereof by operation of law. 12. INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this License, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of the Licensor. This License does not create a tenancy of any nature whatsoever between the Licensor and Licensee. The parties have executed this personal, non - exclusive, revocable License Agreement as of the date and year first written above. ATTEST: Patricia E. Healy Clerk of the Council CITY OF SANTA ANA (signatures continued on following page) Page 5 of 5 APPROVED AS TO FORM: Joseph W. Fletcher City Attorney City Attorney APPROVED AS TO CONTENT: I'll- David N. Rea City Manager LICENSEE Ralph pacic Executive Director Page 6 of 5 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY 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 92701; its officers, employees, agents, volunteers and representatives 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 cancelled, 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 Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Page 8 of 5