HomeMy WebLinkAboutAGR-7856 - CALIFORNIA FIRE MUSUEM - CALL TO ADVENTURE at the CALIFORNIA FIRE MUSEUMAGR NO. ________
LICENSE AGREEMENT
[Call to Adventure at the California Fire Museum]
THIS LICENSE AGREEMENT (referred to herein as the "Agreement") is entered into
on this _____ day of _________________, 2025, by and between the CITY OF ORANGE, a
municipal corporation ("City"), and CALIFORNIA FIRE MUSEUM, a California nonprofit public
benefit corporation ("Licensee"), with reference to the following:
A. City owns or controls facilities within the City of Orange, which are depicted
on the map attached hereto as Exhibit A, and referred to herein as the "License area"; and
B. Licensee desires to obtain permission from the City to use the License area to
operate a Fire Department History Museum (as defined below); and
C. The City has found and determined that Licensee's use of the License area for a Fire
Department History Museum furthers the City's mission and purpose of providing community
programs to the City's residents; and
D. The City is willing to grant such permission in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined in this Agreement, the following capitalized
terms used in this Agreement shall have the following meanings :
"Fire Department History Museum" shall mean Licensee's use of the License area for the
purpose of operating the "Call to Adventure" historical fire museum, which shall display historical
fire department vehicles, equipment, and photography for public viewing, to promote public
education regarding the history and operations of the fire department.
"Museum Term" shall mean a one (1) year period commencing on the effective date of this
Agreement.
"Sub-Licensees" shall mean any other California non-profit, public benefit corporation, or
any other person, firm or organization authorized in writing by the City.
2. LICENSE. As further described in Exhibit B, the City hereby grants to Licensee a license
("License") to enter upon, occupy and use the License area or any portion thereof during the Museum
Term for displaying historical photos and historical fire department apparatus and equipment in the
License area for viewing by the general public and for no other use or purpose. "Use" includes the
preparation of the License area and the clean-up and restoration of the License area at the conclusion
of the Museum Term. The License granted by the City to the Licensee permitting its operation of the
Fire Department History Museum within the License area shall only be for the purposes set forth in
Exhibit B attached hereto ("License Operations"). In exchange for the City's grant of the License to
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the Licensee, the Licensee agrees to pay the City a total sum of One Dollar ($1.00) as consideration
for Licensee's use of the License area during the Museum Term.
3. TERM AND REVOCATION. This Agreement and the License granted to Licensee
hereunder shall be for the Museum Term only; provided, however, that either party may revoke this
Agreement, in whole or in part, at any time and for any reason terminate this Agreement upon sixty
(60) days written notice. Upon the expiration of the Museum Term, this Agreement and the License
granted to the Licensee hereunder shall automatically terminate and be of no further force or effect.
The City also reserves the right to immediately terminate the Agreement for cause, including but
not limited to violations of law, safety hazards, or failure to maintain insurance.
4. ASSUMPTION OF RISK.
A. Licensee acknowledges that it has had full opportunity to inspect the License area
and accepts the License area in its present "AS IS," "WHERE IS," and "WITH ALL FAULTS"
condition, whether known or unknown, latent or patent, and without any representation or
warranty, express or implied, by the City regarding the condition, safety, or fitness of the License
area for any particular purpose. The Licensee agrees and acknowledges that it shall bear full
responsibility for the routine maintenance of, and all commercially reasonable improvements to
the License area to facilitate public safety and accessibility and the Licensee's use and occupancy
of the License area. Licensee's maintenance and repair obligations regarding the License area and
any improvements include, but are not limited to: (i) any emergency repairs; and (ii) maintenance
of the roof, HVAC, plumbing, and electrical systems. Licensee agrees and acknowledges further
that any maintenance or improvement work shall be completed in a timely manner following its
receipt of any written notice of maintenance or improvement work provided by the City.
B. Licensee shall enter, occupy, and use the License area solely at its own risk and
expense. Licensee assumes full and exclusive responsibility for any and all risks of loss, damage,
injury, or liability arising out of or in any way related to its use or occupancy of the License area,
including but not limited to the condition of the premises, the actions or omissions of third parties,
and any activities conducted by Licensee or its agents, invitees, or contractors.
C. Subject to any limitation of liability of the Licensee as set forth in Section 5(M)
below, the City shall have no duty or obligation to inspect, maintain, repair, or secure the License
area during the term of this Agreement. Licensee expressly waives and releases the City and its
officers, agents, employees, and volunteers from any and Claims (as defined below) including, but
not limited to those arising out of personal injury, death, property damage, or economic loss
occurring on or about the License area.
5. LICENSEE'S RESPONSIBILITIES. Licensee's rights under this Agreement are, and shall
remain, subject to the following terms, and the Licensee shall comply with, and shall cause its employees,
agents, and any persons entering the License area on its behalf (collectively, the "Licensee's
Representatives"), including, without limitation, any Sub-Licensee, to comply with, the following:
A. Personal Supervision. Each person entering the License area shall at all times be
considered an agent of the Licensee and shall remain under the continuous supervision and control
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of the Licensee. No person under the age of eighteen (18) shall be allowed in the License area unless
accompanied or supervised by an adult.
B. Compliance with the Law. Each person entering the License area under this
Agreement shall: (i) comply with all applicable laws, ordinances and regulations; (ii) observe strict
fire and smoking precautions; (iii) not ignite or permit the ignition of any fires; (iv) not store or be
in possession of any firearms within the License area; and (v) otherwise comply with any and all
instructions and directions of the Licensee's authorized agents.
C. Damage to City Property. Subject to the limitations set forth in Section 5(O) below,
Licensee shall be liable for, and shall pay to the City, the cost of any damage of any kind whatsoever
to any property of the City, including loss of use, arising from or related in any way to: (i) the acts
or omissions of Licensee or Licensee's Representatives; (ii) any breach by Licensee of its obligations
under this Agreement; or (iii) the acts or omissions of any Sub-Licensee. Neither the Licensee nor
any of the Licensee's Representatives shall remove any property from the License area without the
express prior written consent of the City.
D. Seller's Permit and Business License. Prior to the opening of the Fire Department
History Museum to the public, Licensee shall obtain all necessary permits and business licenses from
the California Department of Tax and Fee Administration and the City.
E. Alterations. Licensee agrees that it shall not (i) make any additions, alterations, or
structural changes to the License area; or (ii) commence any renovation or construction work within
the License area without the prior written consent of the City.
F. Hazardous Materials. Neither Licensee nor any Sub-Licensees shall use, store or
place any "hazardous or toxic wastes, substances or materials" on or within the License area. For
purposes of this Agreement, the terms "hazardous or toxic wastes, substances or materials" shall
include any substances or materials deemed as such pursuant to any applicable federal, state, or local
laws, ordinances, orders or regulations which Licensee's use and enjoyment of the License area may
be subject at any time.
G. Nuisance. Licensee shall not use the License area for, carry on, or permit upon the
License area (or any part thereof) any offensive, noisy or dangerous conduct that would result in a
public nuisance that affects persons or property on or in the vicinity of the License area, nor commit
or allow any waste in, on or about the License area. Licensee agrees and acknowledges that it is
solely responsible for the monitoring and control of any act(s) of its Sub-Licensees and invitees on
or in the vicinity of the License area to prevent any public nuisance that could arise from such
conduct.
H. Trash Removal. Licensee shall clean and properly dispose of all trash, including bulk,
organic, hazardous, solid, and recyclable waste from the License area and surrounding areas during
the Museum Term. Further, Licensee agrees to maintain the License area in a neat condition at all
times during the Museum Term. Licensee shall be solely responsible for contracting for and the
payment of waste removal services provided by a reputable third-party (subject to City approval) to
facilitate the storage, collection, and removal of all trash from the License area. City reserves the
right to inspect the License area, at any time during reasonable business hours and without prior
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written notice to Licensee, to remedy any violations of this provision at Licensee's sole expense.
However, Licensee shall have a minimum of thirty (30) days to remedy any violation of this
provision identified by the City before any remediation on Licensee's behalf may be commenced by
the City.
I. Use of License Area. Licensee agrees to use only the first floor of the License area
including the apparatus bay, adjoining office spaces, and parking lots. Licensee shall not use the
second floor of the License area and must enclose any fire pole openings before permitting the
general public to access the License area.
J. Access Rights. Unless otherwise detailed in this Agreement, the Licensee shall have
unrestricted access to the License area, twenty-four (24) hours a day and seven (7) days per week,
during the Museum Term. However, Licensee agrees that it shall be solely responsible for securing
the License area and ensuring all doors are locked after hours.
K. Parking. Licensee may use the specified parking spaces within the License area as
designated in Exhibit A, attached hereto. If overflow parking is needed, Licensee shall make best
efforts to use any available public parking lots adjacent to the License area.
L. Utilities. Licensee agrees that it shall be solely responsible for contracting for, and
the direct payment of, all utility costs and services associated with its use of the License area,
including, but not limited to, electricity, gas, water, internet, and waste disposal.
M. Special Events. Licensee acknowledges that, from time to time during the Museum
Term, special events may occur at the location commonly known as the "Old Towne Orange
Plaza." During any such special event, Licensee agrees to permit the City to utilize the License
area for the staging of City of Orange Police Department personnel and equip ment necessary to
ensure public safety during any special events. However, the City agrees to provide Licensee
prior written notice of not less than ninety (90) days regarding its intent to occupy the License
area and the duration of the proposed occupatio n ("City Occupation Notice"). Upon receipt of
any City Occupation Notice, Licensee agrees to cease all License Operations on the License area
for the period specified in the City Occupation Notice to accommodate the City. Subject to the
limitations set forth in Section 5N below, the parties agree that City shall not be liable for any
damage to Licensee's personal property located within the License area while occupied by City
of Orange Police Department personnel in connection with any special event.
N. Third Party Property Damage or Personal Injury. City and the "Indemnitees" (defined
below) shall not be liable for any damage to any property belonging to or used by Licensee or any
person permitted to use or occupy the License area under this Agreement (including any Sub-
Licensee), including but not limited to damages for loss of use or personal injury to individuals
present within the License area arising from any cause. To the extent permitted by applicable law,
Licensee expressly waives any and all Claims for damage to its personal property or for injury related
to the foregoing.
O. Indemnification. Licensee hereby agrees to save harmless and indemnify the City, its
officers, employees, agents, volunteers and representatives, and its successors and assigns
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(collectively referred to as “Indemnitees”), from and against any claim, loss, damage, cause of action,
expense and/or liability (collectively "Claims") arising from or growing out of loss or damage to
property, including the City's own property, or injury to or death of persons, including employees of
the City resulting in any manner whatsoever, directly or indirectly, by reason of this License or the
use or occupancy of the License area by Licensee or any person claiming under it, including
without limitation any Claims arising from injuries sustained resulting from the operation of the
License area, including any acts or omissions of Licensee, its employees, agents, contractors, or
invitees. Such indemnity shall include, without limitation, reasonable attorneys’ fees and costs.
This indemnity shall apply to the fullest extent permitted by law and shall survive the expiration
or termination of this Agreement. Licensee shall, upon written request by the City, defend such
claims with counsel acceptable to the City.
P. Required Insurance Terms & Coverage. Prior to the City's obligation to surrender
possession of the License area to Licensee, Licensee shall procure the required insurance coverage
policies from one (1) or more insurance provider(s) reasonably acceptable to the City under the
following terms:
(1) Licensee shall deliver to the City all certificates of insurance issued by
Licensee's insurance carrier evidencing insurance coverage in effect for the Museum Term that must
feature an endorsement for Commercial General Liability Insurance, in a form acceptable to the City,
naming the City. The endorsement shall be on ISO form CG 20 10 11 85 or an equivalent form and
include an endorsement waving of any right of subrogation against the City.
(2) All insurance policies maintained by Licensee shall be primary and non-
contributory. No insurance policy maintained by the City shall be obligated to cover any loss covered
by any policy maintained by Licensee.
(3) All insurance policies maintained by Licensee shall not be subject to
cancellation or non-renewal without at least ten (10) days' prior written notice to the City. City shall
have no obligation to pay the costs of any insurance premiums or other charges for required
endorsements or certificates required to be maintained by Licensee under this Agreement.
(4) Licensee shall, at all times during the Museum Term, maintain the following
insurance coverage for the License area:
(a) Commercial General Liability Insurance. Licensee shall provide
Commercial General Liability Insurance using ISO “Commercial General Liability” policy form CG
00 01, with limits of no less than $1,000,000 per occurrence for all covered losses and $2,000,000
general aggregate and having a deductible of Twenty-five Thousand Dollars ($25,000) or less.
Licensee shall cause the City to be named as an additional insured.
(b) Workers' Compensation Insurance. If Licensee has employees, it
shall maintain applicable workers’' compensation policies as required by California law for the
protection of its employees during the Museum Term. Licensee understands that it is an independent
contractor and neither Licensee nor any of Licensee's Representatives are entitled to any workers’'
compensation benefits under any City program.
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6. WAIVER. Failure on the part of either party to enforce any provision of this Agreement
shall not be construed as a subsequent waiver of any right to later compel enforcement of that
provision, or any other provision.
7. NOTICE. All notices herein required shall be in writing and delivered in person or sent
by certified mail, postage prepaid, addressed as follows:
To the City: City of Orange
300 E. Chapman Ave.
Orange, CA 92866
Attn: City Manager
To Licensee: California Fire Museum
22365 El Toro Road, STE. 241
Lake Forest, CA 92630
Attn: Hiddo Horlings
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties relating to its subject matter. There are no representations, agreements, or understandings,
whether oral or written, between the parties relating to the subject matter of this Agreement that
are not fully expressed in this Agreement. This Agreement is deemed to be equally drafted by both
parties.
9. MODIFICATION. This Agreement may only be modified by a writing signed by both
parties.
10. GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance
with and governed by the laws of the State of California, without regard for the principles of
conflicts of law thereof. Each party to this Agreement irrevocably consents to the exclusive
jurisdiction of the state and federal courts located in California. The venue for any legal action or
proceeding arising out of or relating to this Agreement shall be Orange County, California and
each party expressly waives any right to object to venue on the grounds that it is improper.
[Remainder of Page Left Intentionally Blank - Signature Page Follows]
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EXHIBIT "A"
MAP GENERALLY DEPICTING LICENSE AREA –
176 SOUTH GRAND STREET, CITY OF ORANGE
[Behind this sheet.]
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4/28/2025
Source: City of Orange (2025)
CITY OF ORANGE
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EXHIBIT "B"
LICENSE OPERATIONS
In addition to the operations and uses detailed on the following pages, Call to Adventure at the
California Fire Department Museum's License Operations shall include the following at the site
described in Exhibit A:
• Display of Fire Apparatus and Firefighter Memorabilia
• Interactive Safety Exhibits and Presentations
• Special Events related to community safety
• Fundraising Events
• Retail Sales
• Coordination with City of Orange Staff for City specific safety or history exhibits
• Hours of Operation shall be no earlier than 6:00 a.m. and no later than 10:00 p.m.
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From Vacant to Valuable:
A Safety Learning Center in
Orange
Orange City Council
April 8, 2025
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VISION
A World Without Unintentional
Injuries and Deaths MISSION
We inform and inspire people to live
safely and foster community resilience
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•Productive use of space
•Natural fit in historic district
•Strengthen community engagement
and civic pride
•Boost tourism/economy
•Build community resilience
Temporary Use of Station
1:
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National Problem:
•Accidental injuries:
○The 3rd leading cause of death in U.S.
○The 6th leading cause of death worldwide
•Fires, 2013-2022:
○Accidental death increased by 22%
“Chances of dying in a fire today are higher
than they were 40 years ago”
-Dr. Lori More-Merrell, USFA
•Fires, from 1980 to2021:
○Accidental deaths fell by 44%; injuries by 42%
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The Adventure of Learning
Facility Renderings and
Concept
Engaging safety learning exhibits
Rotating galleries
Creative theatre presentations
Special events
Relevant education programs
Classrooms and Auditorium
Catering setup for events
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Temporary Use of Station
1:
History and Heritage
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Safety Learning and Outreach
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A New Model of National Significance
Behavior Change
Safety Mindset
Community Resilience
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THANK YOU
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PHILADELPHIA INDEMNITY INSURANCE COMPANY
1-877-438-7459
ONE BALA PLAZA, SUITE 100
BALA CYNWYD PA 19004
REINSTATEMENT NOTICE
Named insured&Mailing Address: Producer:0119030
CALIFORNIA FIRE MUSEUM KINNEY AND COMPANY,INC
22365 EL TORO RD STE 241 524 S ROSEMEAD BLVD
LAKE FOREST CA 92630-5053 PASADENA CA 91107-4937
Policy No.: PHPK2593749-013
Type of Policy: NP :NON PROFIT PACKAGE
You recently received a notice advising this policy was being cancelled effective 11/17/2025 .
This notice is to advise that the policy is being reinstated without lapse in coverage.
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Date Mailed: •
14t. y of Nov er, 2025
Other Party of Interest
CITY OF ORANGE
ATTN: CITY MANAGER
300E CHAPMAN AVE
ORANGE CA 92866 JOAN HILLMAN
CACT36
FORM#CT969897CA51995 111320255NNY
ODEN 3.0.25.08a Copy for Other Interests Page 1 of 1
0000399-0000698