HomeMy WebLinkAbout9/15/2004 - STAFF REPORTS (31) CITY OF PALM SPRINGS LICENSE AGREEMENT WITH
THE PALM SPRINGS WALK OF STARS
THIS LICENSE AGREEMENT ("License") is made and entered into this day of
September, 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation
('City") and THE PALM SPRINGS WALK OF STARS, a California nonprofit organization
(`Licensee").
RECITALS
WHEREAS, City is the fee owner of the public rights-of-way within the City of Palm
Springs, California(property"); and
WHEREAS, the "Walk of Stars Program" raises funds to support the installation and
maintenance of "Stars," as defined below, within the public lights-of-way, and within a few
private sidewalk areas, to honor personalities associated with the City; and
WHEREAS, for the past 12 years, the City has allowed the Walk of Stars Program to be
conducted within the public rights-of-way of the City's downtown district area; and
WHEREAS, City believes that the City, its citizens and visitors benefit from such a
program and desires to continue the prograrn with Licensee as memorialized in this License; and
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions
set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as
follows:
1.0 LICENSEE'S OBLIGATIONS AND RIGHTS
1.1 Grant of Access. City hereby grants to Licensee, its employees, agents and
guests, a non-exclusive license and permission to enter upon and use a portion of the Property
(`License Area") for the limited purposes of installing and maintaining the Walk of Stars.
Subject to the requirements set forth in Article 3, additional Stars may be installed in the
downtown district area without location approval by the City. However, should Licensee desire
to install additional Stars outside of the downtown district area, Licensee must first obtain
written approval from the Contract Officer. Moreover, to the extent that Licensee has, or desires
to add, Stars on a privately-owned sidewalk, Licensee shall be required to comply with the
requirements of Section 1.4 below.
Licensee expressly acknowledges that this License is nonexclusive and that members of
the public may also access the License Area. The License granted herein shall be valid for the
tern set forth below only, and can be terminated prior to the expiration of the term without
cause. The granting of this License is a privilege and not a right, and is revocable by the City at
any time. The City may also require the relocation or removal of the Stars at any time without
liability to Licensee.
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1.2 Scope of Use. Pursuant to this License, Licensee may use the License Area to
maintain and operate the Walk of Stars Program, subject to approval by the City,
1.2.1 License's Responsibilities, The Licensee shall be responsible for all
costs and expenses related to this License including, but not limited to, the installation of the
Stars, procurement of insurance, Star dedication ceremonies, office administration, accounting,
cleaning, fiction testing, maintenance and removal of the Stars when requested by City.
1.3 Description of Stars. Each "Star" shall be a solid sandblasted granite block,
approximately thirty-six inches wide by thirty-six inches long by three inches thick, and shall be
installed flush with the existing sidewalk. The exposed surface of each Star shall be sandblasted
consistent with the requirements in Section 1.8 and shall include a design in the shape of a star,
with a palm tree encircled inside the star, and the words "The Palm Springs Walk of Stars." A
copy of the design is attached to this License and is incorporated herein as Exhibit "A". The
failure to install a Star consistent with Exhibit "A" shall constitute a default of this License.
1.4 Stars on Private Property. Should Licensee desire to install a Star on a portion of
sidewalk that is privately owned, before Licensee may install such a Star, Licensee must first
provide the City, to the City's satisfaction, (i) written approval from the owner(s) of the private
property and (ii) proof of comprehensive liability insurance which covers such property and
names the property's owner as an additional insured.
1.5 Maintenance. Licensee shall be responsible for the on-going maintenance, repair
and cleaning of the Stars installed in the public rights-of-way.
1.5.1 Licensee's Maintenance Program. No later than March 1st of each
year during the term of this License, and November 1st of the first year of this License, Licensee
shall submit a plan for its annual "Maintenance Program" with details regarding how and when
Licensee shall clean and maintain the Stars. The Maintenance Program shall be approved by the
Contract Officer and may be amended from time to time as necessary to fulfill the terns of this
License. The Maintenance Program shall include a regular program to test for the maintenance
of a coefficient of friction of at lease 0.75 on the sandblasted surface of each Star, as described in
Section 1.5.3. The Licensee shall be responsible for all costs and expenses related to the
Maintenance Program during the teen of this License. At a minimum, each Star shall be cleaned
at least two times per year. At Licensee's election, the cleaning may be undertaken in segments
of the entire Walk of Stars Program. It is not mandatory that all of the Stars be cleaned at the
same time. However, upon Licensee's receipt of a written request from the City to clean a
particular or group of Stars, Licensee shall arrange for such Star(s) to be cleaned within seven (7)
days, even if such Star or group of Stars have already received their two annual cleanings.
Failure to comply with such a request shall constitute a default of this License.
1.5.2 City Sidewalk Cleaning. The City agrees to use best efforts to
coordinate its periodic sidewalk cleaning with the Licensee's Maintenance Program to maximize
efficiency. Sidewalk cleaning during the fall season typically occurs during September or
October. The City shall give the Licensee ten (10) days' written notice of the fall sidewalk City
cleaning, then shall work with the Licensee to coordinate the cleaning with the Licensee's
Maintenance Program.
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1.5.3 Coefficient of Friction Testing. Within one hundred eighty (180) days
from the execution of this License, Licensee shall submit to the City a written statement from a
qualified contractor demonstrating that the surface of each Star in existence as of such time has
been tested in accordance with the test methods established by the American Society for Testing
and Materials (ASTM) for measuring the coefficient of friction and that the testing demonstrates
that each Star has been sandblasted to achieve an average dry, static coefficient friction of at
least 0.75. Upon initial testing, should any Stars fail to produce a coefficient of fiction of at
least 0.75, Licensee shall arrange for such Stars to be sandblasted until retesting demonstrates a
coefficient of friction of at least 0.75.
Every second year that this License remains in existence, starting with the third year,
Licensee shall re-test the coefficient of friction for each then-existing Star pursuant to the then-
applicable ASTM standards, and shall submit a written statement from a qualified contractor
verifying that the coefficient of friction of each Star is at least 0.75. Should any Star(s) fail to
produce a coefficient of friction of at least 0.75, Licensee shall arrange for such Star(s) to he
sandblasted until retesting demonstrates a coefficient of friction of at least 0.75.
1.5.4 ASTM Acceptable Test Methods. As of the execution of this License,
the parties agree that there are currently two acceptable ASTM methods for testing the
coefficient of fiiction of the Stars. These methods are:
G) C-1028-96: This is the standard test method used to determine the
static coefficient of friction of ceramic tile and other like surfaces by the horizontal dynamometer
pull-meter method and is the most common test used to measure slip resistance in the field. This
test method, which uses a portable horizontal pull meter, may be used under both wet and dry
conditions and uses Neolite heel assemblies.
(ii) F-1677-96: This is the standard test method for portable
inclinable articulated strut slip testers (PIAST). This mechanism measures the slip resistance of
footwear sole, heel or related materials against planar walkway surfaces or walkway surrogates
in either the laboratory or the field under dry, wet or contaminated conditions.
1.6 Maintenance Fund. To date approximately Stars have been installed.
Currently the prorated annual maintenance expense (including annual friction testing) of each
Star is while the expense to remove the Star and patch the sidewalk is estimated to be
. However, Licensee only has currently on-hand in its Maintenance Fund, as
defined below. Accordingly, much of the cost of existing maintenance comes from the sale of
new Stars. It is the goal of the parties to create a self-sustaining fund which will pay for
maintenance, or if necessary, removal of the Stars. It is estimated that the current balance in the
Fund should be
1.6.1 Delivery of Current Maintenance Fund. Licensee agrees that, within
three (3) days of the execution of this License, it shall deliver to City, to be placed on deposit
with the City, the existing Maintenance Fund ("Fund") which was previously created by
Licensee to provide for costs incurred by Licensee in connection with the long-tern
maintenance, repair and cleaning of the existing Stars.
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1.6.2 Fund Contributions. Upon the installation of each new Star, Licensee
shall deposit into the Fund the then-current portion of the total cost of each Star, as detennined
by the Star Cost Breakdown in Exhibit "B", which has been allocated to the on-going
maintenance, repair and clearing of the Star. In addition, at all times during the teen of this
License, Licensee shall use its best efforts in fund-raising to supplement the Fund. Licensee
shall have the goal to therefore correct the under-funding of the Fund within four (4) years.
Licensee shall mare contributions of at least per year, to the Fund. The parties shall meet
annually, on or about May 1, to determine the sufficiency of the Fund for the long-tern
maintenance, repair and cleaning of the Stars, and shall determine if it is necessary to increase
the amount allocated from the cost of a new Star to long-tens maintenance, repair and cleaning.
1.6.3 Permitted Fund Expenditures. Use of the Fund is limited to
expenditures incurred in connection with the maintenance, cleaning and repair of the Stars, as
described in the Maintenance Program, which has been approved by the City, and this Section.
Licensee shall submit invoices for all eligible expenditures of the Fund to the City's Director of
Finance in a form approved by the City. City agrees to use the Fund, to the extent that monies
are available, to pay Licensee from the Fund for all eligible expenses within thirty (30) days of
its receipt of an invoice from Licensee.
1.6.4 Ownership of Fund on Termination. Upon termination of this License,
if the City agrees to continue the Stars program, the City shall retain the Fund; or, if the City
elects to discontinue the program and requests that the Stars be removed, the Fund shall be used
to remove the Stars and the remaining balance of the Fund, if any, shall be returned to Licensee.
1.7 Coefficient of Friction. The surface of each Star shall be sandblasted to achieve
an average dry static coefficient of friction of at least 0.75. Due to the City's concerns regarding
liability for slipping, the City retains the right to require the Licensee to periodically test the
coefficient of friction of any or all Stars. If the coefficient of friction falls below 0.75 for any
Star, such Star shall be sandblasted or otherwise treated to achieve a coefficient of at least 0.75,
or, at the sole option of City, shall be removed.
1.8 Donor Waiver. The Licensee shall obtain a written waiver and release from all
donors or contributors waiving and releasing all rights, title and interest in the Stars. A copy of
the waiver is attached to this License as Exhibit "C". The Licensee shall also obtain a waiver
prior to the installation of each Star installed after the execution of this License. For any Star
already installed, Licensee shall use its best efforts to obtain a waiver and, after six months, shall
report to the City on the status of waivers for all previously installed Stars. If a waiver for an
existing Star is not obtained, at the election of the City, the Licensee shall remove the Star.
1.9 Photographic Inventory. Within ninety (90) days of the execution of this License,
Licensee shall provide City with a complete photographic inventory of all existing Stars. Each
photograph shall be sufficient, to the satisfaction of the City, to depict the condition of each Star.
Each year that this License is in effect, on the anniversary of this License, Licensee shall submit
to the City a new photographic inventory, with new photographs of each Star, depicting the
condition of each Star at that time.
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1.10 Damage or Destruction of Stars. If more than fifty (50%) percent of the Stars are
destroyed or damaged as a result of a catastrophic event to the extent that, in City's reasonable
discretion, Licensee may no longer use the License Area for the intended purposes, Licensee
may elect to either: (i) submit a written request for termination of this License to the City which
shall be effective thirty (30) days after the date of the damage or destruction; or (ii) upon consent
of the City, use that portion of the License Area specified by the City on a temporary basis until
such time as the Stars can be repaired or reconstructed. Any such repair or reconstruction shall
be completed at the sole expense of Licensee and in an expeditious manner.
1.11 Failure to Comply with Performance Standards. Should Licensee fail to comply
with the performance standards set forth in this License including, but not limited to, the
maintenance standards described in Section 1.5 and the coefficient of friction described in
Section 1.7, the City may elect to (i) impose liquidated damages pursuant to Section 7.4, (ii)
abate the performance failure and seek reimbursement of its costs from Licensee, or (iii)
terminate the License pursuant to Section 7.3.
1.12 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City
and any Federal, State or local governmental agency of competent jurisdiction.
1.13 Licenses, Permits, Fees and Assessments. Licensee shall obtain, at its sole cost
and expense, such licenses, permits and approvals as may be required by law for the performance
of the services required by this License. Licensee shall have the sole obligation to pay for any
fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law
and arise from or are necessary for the Licensee's perfonmance of the services required by this
License, and shall indemnify, defend and hold harmless City against any such fees, assessments,
taxes penalties or interest levied, assessed or imposed against City hereunder.
1.14 License Not Assignable. This License shall become effective immediately and is
personal to the Licensee and is not assignable. Any attempt by Licensee to assign this License or
to sell or otherwise transfer Licensee's assets shall terminate this License immediately.
2.0 OWNERSHIP OF STARS
2.0 Ownership of Stars. The Parties agree that, during the term of this License,
Licensee is the owner of all of the Stars which are part of the Walk of Stars Program within the
City as of the date of this License, as depicted in the photographic inventory required pursuant to
Section 1.11. The Parties also agree that, during the term of this License, Licensee shall be the
owner of all additional Stars which are added to the Walk of Stars Program within the City
consistent with the requirements set forth herein. Upon tennination of this License for any
reason, subject to Section 2.3, all rights to the Stars shall automatically transfer to City.
2.0 Irrevocable Offer to Dedicate. Licensee hereby makes an irrevocable offer to
dedicate to City, as a gift, all Stars now existing and subsequently installed in the public rights-
of-way within the City.
2.0 Acceptance Dedication. Within sixty(60) days of the termination of this License,
the City may, at its sole discretion, accept or reject the dedication of all of the Stars located
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within the public rights-of-way. Should City refuse to accept the dedication of the Stars,
Licensee agrees that it shall remove all of the Stars within the License Area, at Licensee's sole
cost, within a reasonable time not to exceed one hundred twenty(120) days.
3.0 SELECTION AND DEDICATION OF STARS
3.0 Selection Criteria. Honorees for the Walk of Stars shall be selected by the Palm
Springs Walk of Stars Selection Committee pursuant to selection criteria established by the
Committee. The selection criteria shall not be changed without the written approval of the City.
A copy of the selection criteria is attached to this License and incorporated herein as Exhibit "D".
3.0 Selection Committee. In consideration for the right to install the Stars in the
public rights-of-way, the Licensee agrees that, the City may, at its election, have its
representative participate in the selection of each honoree for the Walk of Stars. The City
representative, if any, shall be selected by the City Council.
3.0 Dedication Ceremonies. Licensee shall provide thirty (30) days prior written
notice of each dedication ceremony for a Star to the Contract Officer and shall obtain any
necessary permits for such ceremony. Costs incurred in connection with dedication ceremonies
shall not be reimbursable from the Fund.
4.0 MAINTENANCE AND CONDITION OF THE PROPERTY
4.0 Removal or Relocation of Stars. Certain events, such as street and sidewalk
constriction or construction on adjacent property, may at times require the removal or relocation
of a Star. If such removal or relocation becomes necessary, the City shall meet and confer with
the Licensee to facilitate the relocation of the Star to a mutually agreed upon location. However,
if the parties are unable to agree upon a location, the new location shall be determined at the
City's sole discretion. The cost of relocation shall be home solely by Licensee and shall be
carried out within the time frames set by City, but City shall give Licensee at least thirty (30)
days notice. If Licensee fails to timely accomplish the relocation, the City may remove the Star
at Licensee's sole expense.
4.0 Waste, Damage or Destruction; Surrender of Property. The Licensee shall not
allow any waste, damage or destruction to occur in or to the License Area or within a reasonable
adjacent perimeter thereto. When this License terminates, upon such termination, Licensee, at its
sole expense, shall repair any waste, damage or destruction and shall restore the License Area to
that condition existing prior to Licensee's use of the License Area. Should Licensee fail to
vacate the License Area in an undamaged condition, City may arrange for the cleaning and/or
repair of the License Area, the cost of which will be immediately reimbursed by Licensee, and
Licensee will be additionally penalized pursuant to Section 7.4, regarding liquidated damages.
4.0 Modification of License Area. Any fature modification of the License Area
which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of
written approval by the City.
1.0 COORDINATION OF WORD
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1.0 Representative of Licensee. Robert Alexander, Chainnan of The Palm Springs
Walk of Stars, is hereby designated as being the principal and representative of Licensee
authorized to act in its behalf with respect to the work and services specified herein and make all
decisions in connection therewith.
2.0 Contract Officer. The City Manager of the City, or his or her designee, is hereby
designated as being the representative the City authorized to act in its behalf with respect to the
work and services specified herein and make all decisions in connection therewith("Contract
Officer").
3.0 Independent Contractor. Neither the City nor any of its employees shall have any
control over the mamier, mode or means by which Licensee, its agents or employees, perform the
services required herein, except as otherwise set forth herein. Licensee shall perform all services
required herein as an independent contractor of City and shall remain under only such
obligations as are consistent with that role. Licensee shall not at any time or in any mamier
represent that it or any of its agents or employees are agents or employees of City.
6.0 INSURANCE AND INDEMNIFICATION
6.0 Insurance. The Licensee shall procure and maintain, at its sole cost and expense,
in a form and content satisfactory to City, during the entire tern of this License including any
extension thereof, the following policies of insurance:
6.1.0 Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an amount not less
than either (i) a combined single limit of $1,000,000.00 or (ii) bodily injury limits of
$500,000.00 per person, $1,000,000.00 per occurrence and $500,000.00 products and completed
operations and property damage limits of$1,000,000.00 per occurrence and $1,000,000.00 in the
aggregate.
6.1.0 Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will (ally comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the Licensee and
the City against any loss, claim or damage arising from any injuries or occupational diseases
occurring to any worker employed by or any persons retained by the Licensee in the course of
carrying out the work or services contemplated in this License.
All of the above policies of insurance shall be primary insurance and shall name the City,
its officers, employees and agents as additional insureds. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said insurance may
not be amended or canceled without providing thirty (30) days prior written notice by registered
mail to the City. In the event any of said policies of insurance are canceled, the Licensee shall,
prior to the cancellation date, submit new evidence of insurance in conformance with this
Section 6.1 to the Contract Officer. No work or services under this License shall commence until
the Licensee has provided the City with Certificates of Insurance or appropriate insurance
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binders evidencing the above insurance coverages and said Certificates of hnsurance or binders
are approved by the City.
The Licensee agrees that the provisions of this Section 6.1 shall not be construed as
limiting in any way the extent to which the Licensee may be held responsible for the payment of
damages to any persons or property resulting from the Licensee's activities or the activities of
any person or persons for which the Licensee is otherwise responsible.
6.0 Sufficiency of Insurer or Surety. Insurance required by this License shall be
satisfactory only if issued by companies qualified to do business in California, rated "A" or better
in the most recent edition of Best Rating Guide, The Ivey Rating Guide or in the Federal
Register, and only if they are of a financial category Class VII or better, unless such
requirements are waived by the City's Risk Manager due to unique circumstances. In the event
that the City's Risk Manager determines that the work or services to be performed under this
License creates an increased or decreased risk of loss to the City, the Licensee agrees that the
minimum limits of the insurance policies may be changed accordingly upon receipt of written
notice from the City's Risk Manager; provided that the Licensee shall have the right to appeal a
detenninafnon of increased coverage to the City Council of City within ten (10) days of receipt of
notice from the City's Risk Manager.
6.0 Indemnification. Licensee agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them and each of them harmless fi-om, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities, including paying any legal costs, attorneys' fees, or paying any
judgment (herein "claims and liabilities") that may be asserted or claimed by any person, firm or
entity arising out of or in connection with (i) the performance of, or failure to perform, any
obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the
License Area, or (iii) the conduct of Licensee's business or any activity, work or things done,
permitted or suffered by Licensee in or about the License Area or adjacent property. The
obligations of Licensee under this Article 6 shall survive expiration or earlier termination of this
License.
6.0 Assumption of All Risks and Liabilities. Licensee, as a material part of the
consideration to City, hereby assumes all risk of damage to the License Area, including, without
limitation, injury to persons in, upon or about the License Area during Licensee's use of the
License Area or other activities of Licensee or Licensee's officers, agents, employees or invitees
on the License Area. Licensee hereby waives all claims with respect thereof against City. City
shall not be liable for any injury to the License Area, a Star, or injury to or death of Licensee or
its officers, agents, employees or invitees, or injury to or death of any other person in or about
the License Area from any cause except to the extent caused by the negligence or willful
misconduct of the City or its officers, agents, employees or invitees.
7.0 TERM, TERMINATION AND LIQUIDATED DAMAGES
7.0 Tenn. Unless earlier terminated in accordance with Section 7.2 below, this
License shall continue in full force and effect for one (1) year commencing from the date of
execution. The tern shall be automatically extended for four (4) additional one-year terms
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("Renewal Term") unless City notifies Licensee in writing at least 180 days prior to expiration of
a term that that City has elected not to renew this License. Any Renewal Term shall be on the
saine terms and conditions set forth in this License.
7.0 Termination Prior to Expiration of Tenn. Either party may terminate this License
at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon
receipt of the notice of termination, the Licensee shall immediately cease all work or services
hereunder except as may be specifically approved by the Contract Officer.
7.0 Termination for Default. If termination is due to the failure of Licensee to fulfill
its obligations under this License, City may give Licensee thirty (30) days' written notice of the
termination and the reasons therefore to Licensee. Licensee may be found to be in default for
Licensee's failure to comply with any term or condition of this License, to acquire and maintain
all required insurance policies, bonds, licenses, and pennits, or failure to make satisfactory
progress in performing the License. Upon termination under this provision, all goods, materials,
documents, data and reports prepared by Licensee under this License shall become the property
and be delivered to the City on demand. The City may, upon termination of this License,
procure, on terms and in the manner that it deems appropriate, materials or services to replace
those tinder this License.
7.0 Liquidated Damages. Since the determination of actual damages for any failure
to comply with the performance standards, as referenced in Section 1.11, or for the failure of
Licensee to surrender the License Area in an undamaged condition, as required by Section 4.2,
would be extremely difficult or impractical to detennine in the event of a breach of this License,
Licensee agrees that it shall be liable for and shall pay to the City the sum of Two Hundred
Dollars ($200) as liquidated damages for each day, or portion thereof, that Licensee allows such
failure to continue. If necessary, the City may withdraw any monies payable as liquidated
damages from the Fund.
8.0 REPORTS AND RECORDS
8.0 Reports, The Licensee shall issue quarterly reports regarding the Fund, Fund
balance, the annual goal, contribution amounts, fundraising efforts, and all efforts to clean, repair
and maintain Stars within the License Area. Each report shall be in a format acceptable to the
Contract Officer and shall be delivered to the City on the fifteenth day of each April, July,
October and January during the tern of the License. The parties shall meet annually to
determine the sufficiency of the Fund for the long-tern maintenance, repair and cleaning of the
Stars, and shall determine if increases in the amount of the contributions are necessary to meet
the annual goal.
8.0 Records. Upon receipt of written notice from the City, Licensee shall use
reasonable business efforts to provide City or City's designees with copies of books and records
pertaining to Licensee's operations. Licensee shall use reasonable business efforts to promptly
provide the City with any additional information relevant hereto which is not specified in this
Section.
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8.0 Ownership of Documents. All reports, records, documents and other materials
prepared by Licensee, its employees, subcontractors and agents in the performance of this
License shall be reviewable by the City and copies of such materials shall be delivered to City
upon request of the Contract Officer or upon the termination of this License, and Licensee shall
have no claim for compensation as a result of the exercise by City of its full rights of ownership
of the documents and materials hereunder.
9.0 MISCELLANEOUS
9.0 Covenant Against Discrimination. Licensee covenants that, by and for itself, its
heirs, executors, assigns and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
License. Licensee shall take affirmative action to ensure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status,national origin or ancestry.
9.0 Non-liability of Officers and Employees. No officer or employee of the City shall
be personally liable to the Licensee, or any successor in interest, in the event of any default or
breach by the City or for any amount which may become due to the Licensee or to its successor,
or for breach of any obligation of the terms of this License
No officer, director or board mernber of the Licensee shall be personally liable to the City
in the event of any default or breach by the Licensee or for any arnount which may become due
to the City, or for breach of any obligation of the terms of this License.
9.0 Conflict of hnterest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this License nor shall any such officer or employee participate in
any decision relating to the License which affects his financial interest or the financial interest of
any corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Licensee warrants that it has not paid or given
and will not pay or give any third party any money or other consideration for obtaining this
License.
9.0 Notice. Any notice, demand, request, docurnent, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palin Springs, California 92263, and in the case of the Licensee, to
the address designated on the execution page of this License.
9.0 Interpretation. The terns of this License 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 this License or any other rule of construction which might otherwise apply.
9.0 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this License and this License supersedes and cancels any and
all previous negotiations, arrangements, agreements and understandings, if any, between the
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parties, and none shall be used to interpret this License. This License may be amended at any
time by the mutual consent of the parties by an instrument in writing.
9.0 Severability. In the event that part of this License shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining portions of this License which are
hereby declared as severable and be in interpreted to cant' out the intent of the parties unless the
invalid provision is so material that its invalidity deprives either party of the basic benefit of their
bargain or renders this License meaningless.
9.0 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
A party's consent to, or approval of any act by the other party requiring the party's consent or
approval, shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
License.
9.0 Attorneys' Fees. If either party to this License is required to initiate or defend or
made a party to any action or proceeding in any way connected with this License, the prevailing
party in such action or proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter
proceeds to judgment.
9.0 Governing Law/Venue. This License shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this License shall be
instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county.
9.0 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
9.0 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this License, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
9.0 Corporate Authority. The persons executing this License on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this License on behalf of said party, (iii) by so executing this License, such
party is formally bound to the provisions of this License, and (iv) the entering into this License
does not violate any provision of any other agreement to which said party is bound.
11
01003/0001/34190.01
IN WITNESS WHEREOF, the parties have executed and entered into this License as of
the date first written above.
CITY:
CITY OF PALM SPRINGS,
a municipal corporation
By:
City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
ALESHIRE &WYNDER, LLP
City Attorney
LICENSEE:
THE PALM SPRINGS WALK OF STARS,
a California nonprofit organization
By:
Robert Alexander
Chairman, The Palm Springs
Walk of Stars
Address: 501 Cantera Circle
Palm Springs, CA 92262
12
01003/0001/34190.01
MINUTE ORDER NO.
APPROVING A LICENSE AGREEMENT WITH THE PALM
SPRINGS WALK OF STARS TO FACILITATE THE
INSTALLATION OF STARS WITHIN THE PUBLIC RIGHT-OF-
WAY
---------------
I HEREBY CERTIFY that this Minute Order, approving a License Agreement with the Palm
Springs Walk of Stars to facilitate the installation of Stars within the public right-of-way was
adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on
the15th day of September, 2004.
PATRICIA A. SANDERS
City Clerk