HomeMy WebLinkAboutC-5889(A) - Monrovia, 1499 - Revocable License Agreement for the Use of City Property 2014ca
M AMENDMENT NO. ONE TO REVOCABLE LICENSE AGREEMENT
UN. BETWEEN THE CITY OF NEWPORT BEACH
V AND PCHS FACILITIES LLC, ASSIGNEE OF KOBE STUDIOS, LLC,
FOR THE USE OF CITY PROPERTY
THIS AMENDMENT NO. ONE TO REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND PCHS FACILITIES, LLC, FOR THE
USE OF CITY PROPERTY ("Amendment No. One") is made and entered into as of this
31st day of January, 2022 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and PCHS
FACILITIES LLC, a California limited liability company ("Licensee"), individually referred
to as "Party" or collectively "Parties".
RECITALS
A. On October 1, 2014, City and Kobe, Inc., a California corporation ("Kobe"), entered
into a Revocable License Agreement for the Use of City Property ("License
Agreement"), which granted Kobe an exclusive license over certain real property
as described in the License Agreement ("License Area"), on the terms and
conditions provided therein.
B. On December 31, 2014, Kobe and Kobe Studios -HQ, LLC (formerly Kobe Studios,
LLC), a Delaware limited liability company, ("Kobe Studios") entered into an
Assignment and Assumption Agreement, whereby Kobe assigned to Kobe Studios
all rights, title, and interest, legal or equitable, it had in and to the License
Agreement, including the license to use the License Area.
C. On August 30, 2017, Kobe Studios and Licensee entered into an Assignment and
Assumption Agreement, whereby Kobe Studios assigned to Licensee all rights,
title, and interest, legal or equitable, it had in and to the License Agreement,
including the license to use the License Area.
D. The Parties desire to allow Licensee the continued use the License Area on an
exclusive basis for an extended term, subject to the covenants and conditions set
forth in this Amendment No. One.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 4 of the License Agreement is amended in its entirety and replaced with
the following: "The term of this License shall commence on the Effective Date and
continue until February 1, 2032, unless terminated earlier as set forth herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the License Agreement shall remain unchanged and shall be in full force and
effect.
3. COUNTERPARTS
The Parties may execute this Amendment No. One in multiple counterparts, each
of which constitutes an original, and all of which, collectively, constitute only one
Amendment.
[SIGNATURES ON NEXT PAGE]
PCHS Facilities LLC Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM: LESSOR: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation and
charter city
Date: 2� ��ZZ Date:
By: - By:
n C.rp Z y .tiZ a K. Leung
ity Attorney
ity Manager
ATTEST: LICENSEE: PCHS FACILITIES LLC, a
Date: i1 /
2 /1, n,-,�'t/!�z_ California limited liability company
By: PACIFICA CHRISTIAN HIGH
SCHOOL — ORANGE COUNTY, INC., a
California nonprofit religious corporation
Date:
Signed in Counterpart
Keith Carlson
Chief Executive Officer/ President
Date: SiyneCl
in Uounterpart
Michael Hill
Secretary
[END OF SIGNATURES]
PCHS Facilities LLC Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 21 y ZZ
By: C
a n C. rp
ity Attorney
LESSOR: CITY OF NEWPORT BEACH,
a California municipal corporation and
charter city
Date:
By:
Grace K. Leung
City Manager
ATTEST: LICENSEE: PCHS FACILITIES LLC, a
California limited liability company
Date:
By: PACIFICA CHRISTIAN HIGH
By: SCHOOL — ORANGE COUNTY, INC., a
Leilani I. Brown California nonprofit religious corporation
City Clerk
Date: 02 22 2 _
f
By:
Keith Carlson
Chief Executive Officer/ President
Date: z 2f-Zo Z Z
By:
Michael Hill
Secretary
[END OF SIGNATURES]
PCHS Facilities LLC Page 3
November 17, 2021
City of Newport Beach
Insurance Compliance
PO Box 100085 - FV
Duluth, GA 30096
Pacifica Christian High School -Orange County
883 West 15th Street
Newport Beach, CA 92663
Reference Number: FV00000652
This Account has moved from non-compliant to COMPLIANT status and currently in compliance for
certificate of insurance requirements.
As of the date above, your insurance meets City of Newport Beach insurance requirements. We appreciate your efforts
and those of your insurance agent in working with our insurance representatives.
Please call us at (951) 766-2285 if you have any questions.
Sincerely
City of Newport Beach
Compliant Notice [CA1]
REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND KOBE, INC.
FOR THE USE OF CITY PROPERTY
THIS REVOCABLE LICENSE AGREEMENT FOR USE OF CITY PROPERTY
("Agreement') is made and entered into as of this LW day ofn li 2014 ("Effective Date"),
by and between the CITY OF NEWPORT BEACH, a California Municipal corporation ("City"),
and KOBE, INC., a California corporation ("Licensee"), and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of the City.
B. City is the owner of real property in the City of Newport Beach located at 1499
Monrovia Avenue, County of Orange, State of California, and further depicted in Exhibit "A"
and incorporated herein by this reference ("Premises").
C. Licensee is the owner of the adjacent real property acquired pursuant to the Grant
Deed recorded b MbW t, 2014, by the County Recorder of Orange County, California as
Instrument Nolbk1 00'�FY343, and further depicted in Exhibit `B" and incorporated herein by
this reference ("Property").
D. Licensee has requested that it be allowed to use a portion of the Premises
("License Area") for parking of vehicles and other uses to the benefit of the Property as those
uses exist pursuant to that certain Agreement For Purchase And Sale Of Real Property And
Escrow Instructions dated July 24, 2014 between City and Licensee ("Purchase Agreement').
E. City and Licensee desire to enter into this Agreement to allow Licensee to use the
License Area on an exclusive basis, subject to the covenants and conditions set forth in this
Agreement and pursuant to the Purchase Agreement.
F. In consideration of the mutual promises and obligations contained in this
Agreement, the receipt and sufficiency of which is hereby acknowledged, City hereby grants to
Licensee the revocable right to occupy and use the License Area, and Licensee accepts the same
on the following terms and conditions.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. LICENSE
City grants an exclusive license ("License") to Licensee for the term of this Agreement
for Licensee -to use the License Area, which is twelve thousand seven hundred seventy (12,770)
square feet in size, for the uses and activities set forth in Section 6 of this Agreement. The
LA2380366.2 223603-10001
License granted herein is subject to the terns, covenants and conditions hereinafter set forth, and
Licensee covenants, as a material part of the consideration for this License, to keep and perform
each and every tern, covenant and condition of this Agreement.
2. USE OF THE LICENSE AREA
Licensee's use of the License Area shall be limited to the uses set forth in Section 6 of
this Agreement. No expansion or change of uses of the License Area from that existing as of the
date of the Agreement For Purchase And Sale Of Real Property And Escrow Instructions, dated
July 24, 2014, shall be permitted.
3. PERMITS AND LICENSES
Licensee, at its sole expense, shall obtain and maintain during the term of this
Agreement, all appropriate permits, licenses and certificates that may be required by any
governmental agency including Licensor.
The term of this License shall commence on the Effective Date, and continue umtil such
time as the License Area is developed, the expiration of the Abatement Period (February 1,
2022) related to the Property; or unless terminated earlier as set forth herein, whichever occurs
first.
5. LICENSE FEEXONSIDERATION
Pursuant to the Agreement For Purchase And Sale Of Real Property And Escrow
Instructions, dated July 24, 2014, there shall be no fee for this License Agreement during the
entire term of the License because adequate consideration was received by Licensor pursuant to
the Agreement For Purchase And Sale Of Real Property And Escrow Instructions, dated July 24,
2014.
6. THE PURPOSE OF THIS LICENSE
6.1 The purpose of this License is to provide for the use of the License Area within
the Premises pursuant to the Agreement For Purchase And Sale Of Real Property And Escrow
Instructions, dated July 24, 2014. Licensee agrees to use the License Area only for the activities
described herein, and not to use or permit the use of the License Area for any other purpose
without first obtaining the prior written consent of City, which consent may be withheld in City's
sole discretion. Acceptable activities include:
6. 1.1 For the parking of vehicles associated with, and to meet the parking needs
of, the existing office building located on the Property.
6.1.2 Circulation of vehicles between the public right-of-way, the Premises, and
the Property;
LA2380366.2 223603-10001 2
6.1.3 Sidewalk and pedestrian access from the public right-of-way, the
Premises, and the Property; and
6.1.4 Replacement/Re-Use of the existing monument sign located on the
Premises, for the benefit of the Property.
6.1.5 Maintenance, repair and replacement of all surfaces, coatings and paints,
landscaping, lighting, parking barriers and stops, walkways, and planters currently existing on
the Premises.
6.1.6 The provision of security on the Premises.
7. CONDITIONS OF LICENSE
7.1 Licensee shall comply with the following conditions prior to the commencement
of use of the License Area.
7.1.1 Prohibited Activities: Parking and storage of construction vehicles or
equipment is expressly prohibited. Except as set forth in Sections 6.1.5 and 7.1.2, no
improvements to the License Area are permitted without prior written approval of the City
Manager.
7.1.2 Maintenance: Licensee shall be responsible for maintenance of the
License Area including, but not limited to, the routine removal of foreign material, waste, and
debris. Licensee's obligation to maintain the License Area shall include a regular preventative
maintenance program, together with routine repairs caused by normal wear and tear, to be
provided by a licensed service company acceptable to City. Licensee shall obtain approval from
the City Manager for projects valued at more than five thousand dollars ($5,000), and shall
obtain all required Building permits necessary for such repair.
7.1.2.1 City shall be entitled, with a Licensee representative, to inspect the
License Area for compliance with the terms of this Agreement, and with all applicable Federal,
State and local (including those of the City) government regulations.
7.1.3 Licensee shall be bound to the agreed upon and acknowledged conditions
of the License Area as set forth in the Agreement For Purchase And Sale Of Real Property And
Escrow Instructions, dated July 24, 2014.
7.1.4 Security: Licensee shall be solely responsible for security of the Premises,
as it relates to the ownership and operation of the Property.
8. TERMINATION OF LICENSE
8.1 Notwithstanding the term of this License, this License may be terminated during
the term or any extended teen in the following manner:
8.1.1 By Licensee: At any time, without cause upon the giving of ninety (90)
days written notice of termination to City;
LA2380366.2 223603-10001 3
8.1.2 By City: At any time, without cause upon the giving of ninety (90) days
written notice of termination to Licensee; or
8.1.3 If, after written notice of default to Licensee of any of the terns or
conditions of this License, Licensee fails to cure or correct the default within twenty (20)
business days of receipt of written notice, City may immediately terminate the License.
8.1.4 Upon termination of License all improvements installed by Licensee after
the date of this License, if any, shall be removed by Licensee upon request by the City.
9. ADMINISTRATION
This Agreement will be administered by the Community Development Department. The
Community Development Director or his/her designee shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator or
his/her authorized representative shall represent City in all matters pertaining to this License.
10. INDEMNITY AND LIABILITY FOR DAMAGES
10.1 Licensee shall indemnify, defend and hold harmless City, its City Council, boards
and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified
Parties") from and against any and all claims (including, without limitation, claims for bodily
injury, death or damage to property), demands, obligations, damages, actions, causes of action,
suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this License by Licensee, its
agents, employees, vendors, etc., any work performed or services provided umder this License by
Licensee, its agents, employees, vendors, etc., including, without limitation, defects in
workmanship or materials or Licensee's presence or activities conducted that relate in any way to
this License (including the negligent and/or willful acts, errors and/or omissions of Licensee,
employees, vendors, suppliers, and anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing
herein shall be construed to require Licensee to indemnify the Indemnified Parties from any
Claim arising from the sole negligence or willful misconduct of the Indemnified Parties.
Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this License. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the Licensee.
10.2 Licensee shall be liable and responsible for the security, repair and maintenance
of the License Area to the extent necessitated by Licensee's use of the License Area under this
License, for such time as this License is in effect. Licensee shall use care to protect the License
Area and restore it to its original condition to the satisfaction of the City when the License Area
is not in use by Licensee.
11. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER
LA2380366.2 223603-10001 4
This License shall not be assigned, transferred contracted or subcontracted out without
the prior written approval of City which approval may be withheld in the City's sole discretion.
12. CONFLICT OF INTEREST
The Licensee or its employees may be subject to the provisions of the California Political
Reform Act of 1974 ("Act"), which (a) requires such persons to disclose any financial interest
that may foreseeably be materially affected by the work performed under this License, and (b)
prohibits such persons from making, or participating in making, decisions that will foreseeably
financially affect such interest. If subject to the Act, Licensee shall conform to all requirements
of the Act. Notwithstanding Section 9.1.3, failure to conform to the requirements of the Act
constitutes a material breach and is grounds for immediate termination of this License by City.
Licensee shall indemnify and hold harmless City for any and all claims for damages resulting
from Licensee's violation of this Section.
13. NOTICE
13.1 All notices, demands, requests or approvals to be given under the terms of this
License shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
requests or approvals from Licensee to City shall be addressed to City at:
Attn: Real Property Administrator
City of Newport Beach
Community Development
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA, 92658
Phone: (949) 644-3309
13.2 All notices, demands, requests or approvals from City to Licensee shall be
addressed to Licensee at:
Attn: Andrea Fairchild, President
Kobe, Inc.
341 Bayside Drive, Suite 4
Newport Beach, CA 92660
Phone: (708) 203-5433
14. STANDARD PROVISIONS
14.1 Compliance with all Laws. Licensee shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all
work prepared by Licensee shall conform to applicable City, county, state and federal laws,
rules, regulations and permit requirements and be subject to approval of the Project
Administrator.
LA2380366.2 223603-10001 5
14.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant or condition contained herein, whether of the same or a
different character.
14.3 Integrated Agreement. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
14.4 Interpretation. The terms of this Agreement shall be construed in accordance with
the meaning of the language used and shall not be construed for or against either party by reason
of the authorship of the License or any other rule of construction which might otherwise apply.
14.5 Amendments. This Agreement may be modified or amended only by a written
document executed by both Licensee and City and approved as to form by the City Attorney.
14.6 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise imenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
14.7 Controlling Law and Venue. The laws of the State of California shall govern this
Agreement and all matters relating to it and any action brought relating to this Agreement shall
be adjudicated in a court of competent jurisdiction in the County of Orange.
14.8 Taxes. Licensee acknowledges that the License granted herein may be subject to
possessory interest taxes. Licensee shall have the sole obligation to pay any taxes, fees and
assessments, plus applicable penalties and interest, which may be imposed by law and arise out
of Licensee's License hereunder. Licensee shall indemnify, defend and hold harmless City
against any and all such taxes, fees, penalties or interest assessed, or imposed against City
hereunder.
14.9 No Third Party Rights. The Parties do not intend to create rights in or grant
remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant,
obligation or undertaking established herein.
14.10 No Attorneys' Fees. In the event of any dispute under the terms of this
Agreement the prevailing party shall not be entitled to attorneys' fees.
14.11 Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the
same instrument.
[SIGNATURES ON NEXT PAGE]
LA2380366.2 223603-10001 6
IN WITNESS WHEREOF, the parties have caused this License to be executed on the
dates written below.
APPROVED AS TO FORM:
OFFICF�IIF HE CITY ATTORNEY
Date: n
By6V
M ` VCS
Aaron C. Harp
City Attorney
ATTEST:
Date:
By: D ` • 0a'
Leilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
A Califginia municipal corporation
Rush N. Hill, II
Mayor
LICENSEE: Kobe, hic., a California
corporation
Date:
By:
Name: Andrea Fairchild
Title: President
Date:
By:
Name:
Title:
[END OF SIGNATURES]
Exhibit A: License Area
Exhibit B: Adjacent Property
Exhibit C: Insurance Requirements
LA23 80366.2223603-10001
IN WITNESS WHEREOF, the parties have caused this License to be executed on the
dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Aaron C. Harp
City Attorney
ATTEST:
Leilani I. Brown
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Rush N. Hill, 11
Mayor
LICENSEE: Kobe, Inc., a California
corporation
By:,Lzz'- J /�' —
Name'(-
ame An rea Fairchild
Title: Presiden
Date: 9
A
[END OF SIGNATURES]
Exhibit A: License Area
Exhibit B: Adjacent Property
Exhibit C: Insurance Requirements
LA2380366.2 223603-10001
EXHIBIT A
LICENSE AREA
LA23 803 66.2223603-10001 Exhibit A
Cunst Surveying, Inc.
July 14, 2014
EXHIBIT A-1
LEGAL DESCRIPTION
THE NORTHERLY 60.00 FEET OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. LA
2007-002, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER DOCUMENT RECORDED OCTOBER 4, 2007 AS
INSTRUMENT NO. 2007000598931 OF OFFICIAL RECORDS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY
DESCRIBED AS 15TH STREET (60.00 FEET WIDE) AS SAID 15TH STREET WAS
VACATED AND ABANDONED BY RESOLUTION NO. 67-863 OF THE BOARD OF
SUPERVISORS OF ORANGE COUNTY, CALIFORNIA, A CERTIFIED COPY OF
WHICH WAS RECORDED AUGUST 11, 1967 IN BOOK 8339, PAGE 801 OF
OFFICIAL RECORDS OF SAID ORANGE COUNTY.
CONTAINING 12,770 SQUARE FEET, MORE OR LESS.
ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT A-2 ATTACHED HERETO
AND MADE A PART HEREOF.
DATED THIS 14TH DAY OF JULY, 2014.
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❑A 15TH STREET (60.00 FEET WIDE) AS VACATED
AND ABANDONED BY RESOLUTION NO. 67-863
OF THE BOARD OF SUPERVISORS OF ORANGE
COUNTY, CALIFORNIA, A CERTIFIED COPY OF
WHICH WAS RECORDED AUGUST 11, 1967 IN
BOOK 8339, PAGE 801 OF OFFICIAL RECORDS
OF SAID ORANGE COUNTY,
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STREET
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EXHIBIT B
ADJACENT PROPERTY
LA23 803 66.2223603-10001 Exhibit
Coast Survcyin.g, Inc.
July IQ 2014
EXHIBITB-1
LEGAL DESCRIPTION
PARCEL 2 OF LOT LINE ADJUSTMENT NO. LA 2007-002, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER
DOCUMENT RECORDED OCTOBER 4, 2007 AS INSTRUMENT NO. 2007000598931
OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT THEREFROM THE NORTHERLY 60.00 FEET, BEING MORE
PARTICULARLY DESCRIBED AS 15TH STREET (60.00 FEET WIDE) AS SAID 15TH
STREET WAS VACATED AND ABANDONED BY RESOLUTION NO. 67-863 OF THE
BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA, A CERTIFIED
COPY OF WHICH WAS RECORDED AUGUST 11, 1967 IN BOOK 8339, PAGE 801
OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.
CONTAINING 35,021 SQUARE FEET, MORE OR LESS.
ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B-2 ATTACHED HERETO
AND MADE A PART HEREOF.
DATED THIS 14TH DAY OF JULY, 2014.
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® 15TIl STREET (60.00 FEET WIDE) AS VACATED
AND ABANDONED BY RESOLUTION NO. 67-863
OF THE BOARD OF SUPERVISORS OF ORANGE
COUNTY, CALIFORNIA, A CERTIFIED COPY OF
WHICH WAS RECORDED AUGUST 11, 1967 IN
BOOK 8339, PACE 801 OF OFFICIAL RECORDS
OF SAID ORANGE COUNTY,
DATE: 114 14 E x H I B -r—B-2 COA S % SURVEYING, INC.
SCALE: 1 =100 15031 PARKWAY LOOP, SUITE 8
SHEET 1 OF 1 _ TUSTIN, CA 92780-6527 (714) 918-6266
EXHIBIT C
INSURANCE REQUIREMENTS
Provision of Insurance. Without limiting Licensee's indemnification of City, and prior to
commencement of work, Licensee shall obtain, provide and maintain at its own expense
during the term of this Agreement, policies of insurance of the type and amounts
described in the attached Exhibit B
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance in
the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Licensee shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily
injury by accident and each employee for bodily injury by disease in accordance
with the laws of the State of California, Section 3700 of the Labor Code.
B. Licensee shall submit to City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of City, its officers, agents, employees and
volunteers.
C. General Liability Insurance. Licensee shall maintain commercial general liability
insurance, and if necessary umbrella liability insurance, with coverage at least as
broad as provided by Insurance Services Office form CG 00 01, in an amorant not
less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from
premises, operations, products -completed operations, personal and advertising
injury, and liability assumed under an insured contract (including the tort liability
of another assumed in a business contract) with no endorsement or modification
limiting the scope of coverage for liability assumed under a contract.
D. Automobile Liability Insurance. Licensee shall maintain automobile insurance at
least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Licensee arising out of or in
connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than
one million dollars ($1,000,000) combined single limit each accident.
E. Property Insurance — Constriction. In the event Licensee installs any
improvements, this coverage will be required in the amounts requested by City.
LA2380366.2 223603-10001 Exhibit C
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the
following provisions:
A. Waiver of Subro ag tion. All insurance coverage maintained or procured pursuant
to this agreement shall be endorsed to waive subrogation against City, its elected
or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Licensee or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Licensee
hereby waives its own right of recovery against City, and shall require similar
written express waivers from each of its contractors.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, but not including
professional liability, shall provide or be endorsed to provide that City and its
officers, officials, employees, and agents shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days notice of cancellation (except for nonpayment for which ten (10) calendar
days notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Licensee shall provide certificates of insurance to City as
evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation and other endorsements as
specified herein for each coverage. Insurance certificates and endorsement must
be approved by City's Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any time
during the term of the Agreement to change the amounts and types of insurance
required by giving the Licensee sixty (60) days advance written notice of such
change. If such change results in substantial additional cost to the Licensee, the
City and Licensee may renegotiate Licensee's compensation.
C. Enforcement of Agreement Provisions. Licensee acknowledges and agrees that
any actual or alleged failure on the part of the City to inform Licensee of non-
compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
LA2380366.2 223603-10001 Exhibit C
D. Requirements not Limiting. Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of
any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be
eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
F. City Remedies for Non -Compliance. If Licensee or any subcontractor fails to
provide and maintain insurance as required herein, then City shall have the right
but not the obligation, to purchase such insurance, to terminate this agreement, or
to suspend Licensee's right to proceed until proper evidence of insurance is
provided. Any amounts paid by City shall, at City's sole option, be deducted
from amounts payable to Licensee or reimbursed by Licensee upon demand.
G. Timely Notice of Claims. Licensee shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from Licensee's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies.
H. Licensee's Insurance. Licensee shall also procure and maintain, at its own cost
and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
LA2380366.2 223603-10001 Exhibit C