HomeMy Public PortalAboutAgreement_2018-08-21_Autumn Years Services, Inc.LfCEfJSE AGREEN1ENt
by and between
THE CITY OF TEMPLE CITY
7iL
Al1Tl1MN YEARS SERVICES, INC.
Dated AVlaUST 2l , Z.p►�
LA N48413450-5574 vl
LICENSE AGREEMENT
This LICENSE AGREEMENT ("License"), dated as of tww"T V , 2018, is
entered into by and between the CITY OF TEMPLE CITY, a charter law city and municipal
corporation (the "Licensor"), and AUTUMN YEARS SERVICES, INC., a California nonprofit
public benefit corporation (the "Licensee"), who agree as follows:
RfC1TAt3
This License is made with reference to the following facts and circumstances, which
are a part of this License and are agreed to be correct:
A. Licensor is the owner of certain real property (the "Property") located in the
City of Temple City, County of Los Angeles, State of California commonly known as Live
Oak Park, The Property is set forth in attached Exhibit "A", and depicted in the diagram
attached as Exhibit "B".
B. The Property is utilized by the Licensor for recreational purposes, and is
improved with, among other things, the Live Oak Park Community Center ("Center"). The
Center is depicted in the diagram attached as Exhibit "C".
C. Licensee wishes to utilize a portion of the Center's kitchen (the "Premises')
for activities related to the provision of meals to the home bound and disabled, and Licensor
is willing to license the use of the Premises to Licensee, all on and subject to the terms and
provisions of this License. The Premises include that portion of the Center's kitchen denoted
as such on the diagram attached as Exhibit "C".
1. License to Use Premises. On and subject to the terms and provisions of this
License, Licensor grants to Licensee and Licensee accepts from Licensor a non-exclusive
licertseto utilize the Prernlses.
Licensee's non-exclusive license to use the Premises shall be limited to the following days
and hours:
• Monday through Friday, 8:00 am to 9:00 am
• Monday through Friday; 1:00 pm to 5:00 p
m
Notwithstanding the foregoing,
2,
Licensee may store food
at all time in
and on
the Premises
within the equipment provided
by Licensee pursuant to
Section 3(a)
of this
License.
Term. The term of this License commences on the date hereof and continues
thereafter for a period of one (1) year. If either party gives at least thirty (30) days' notice
of intent to terminate this License prior to the expiration of the Term, the license shall
terminate at that time. if neither party gives such notice, the Term shall be extended for
a period of one (1) year.
3. Use; Compliance with Laws.
i9.Fi9UflFiFi�S.iiLIn
l
(a) The Premises must be used by Licensee for the preparation of food for
Licensee's "Autumn Meals" program. This will include activities on the Premises by the
Licensee's personnel, volunteers, and agents. Licensee shall have the right, in addition
to the exclusive use of the Premises, to utilize Licensor's stove located near the Premises
for the preparation of food for the "Autumn Meals" program. Licensee shall have the duty
to supply a refrigerator and cabinet for food storage and the parties will agree on the
appropriate location for the refrigerator and cabinet within the Premises.
(b) Activities by Licensee on the Premises mustbe coordinated with Licensor's
use of the remainder of the Property, and specifically Licensee's use of the Premises
must not interfere with the access to and utilization of the remainder of the Center,
including the remainder of the Center's kitchen, by Licensor and third parties authorized
by Licensor.
(c) Licensee agrees that the Premises and its use of the Premises will at all
times be in strict compliance with all applicable taws, rules and regulations of all
governmental authorities having jurisdiction, and Licensee, at its sole cost and expense,
agrees to comply with all such laws, rules and regulations, including, without limitation,
all health laws, rules and regulations and all laws, rules and regulations requiring the
making of extraordinary repairs to the Premises.
4. License Fee. As consideration for the License to use the Premises, Licensee
agrees to pay to"Licensor'the sum of $1:51) per year. The fee Imbst be paid m advance
by check or wire transfer. Payment is due on the date hereof and subsequent payments
are due on an annual basis.
5. "AS -IS" Use of Premises. Licensee acknowledges that it has inspected the
Premises and Licensee warrants and agrees that it is thoroughly familiar with the
Premises and all aspects thereof, including, without limitation, the physical condition of
the PrdMltes, the zoliifig of the Preltiiises and all other restrictions arid limitation's
applicable to the Premises (whether or not of public record). Licensee acknowledges and
agrees that the Premises are satisfactory to Licensee in all respects. Licensee agrees
that neither Licensor nor anyone acting on Licensor's behalf has made any
representation or warranty of any kind or nature whatsoever respecting the
condition of the Premises, their suitability for Licensee's use, or any other matter
relating to the Premises (including, but not limited to, the environmental condition
cif the PrettUses) dr thfis-Ltedt se, findlieetisee agrees that 9t is leasing the Ptetti1'se5
in their "AS -IS CONDITION AND WITH ALL FAULTS".
6. Maintenance. Licensee agrees that it will, at its sole cost and expense, maintain
the Premises and all portions thereof, in a good, clean and safe condition and state of
repair, including the making of all necessary repairs or replacements due to normal wear
and tear and use of the Premises. The foregoing includes, without limitation, Licensee's
duty to provide for normal janitortat servicing of the Premtses, and in particular of
Licensee's personal property placed on the Premises. Licensee agrees that Licensee is
LA k4841-3450-5574 vl 2
solely responsible for the security, protection and insuring of its equipment, materials and
other property, and that of its employees, volunteers and agents, located on or about the
Premises. Licensee agrees that Licensor will have no liability of any kind or nature
respecting any loss or theft of, or damage to, any such equipment, materials or other
property.
7. Insurance. Licensee agrees to keep and maintain for the entire Term of this
License publiciiability and property damage insurance respecting the Premises, naming
Licensor as an additional insured, in form and amounts (not less than $1,000,000 per
occurrence) and with insurers reasonably satisfactory to Licensor. Licensee also agrees
to keep and maintain a policy or policies of fire and extended coverage insurance, with
vandalism and malicious mischief endorsements, in the name of Licensor and with loss
payable to Licensor, to the extent of the full replacement cost of the improvements located
on the Premises and otherwise in form and with insurers reasonably satisfactory to
Licensor. Licensee also agrees to keep and maintain workers compensation insurance
coverages for its employees in the minimum amounts required by California law. All such
insurance will be primary and not contributing with any insurance which Licensor may
maintain, and the insurer providing such insurance must agree that such insurance will
not be changed or cancelled except upon at least thirty (30) days prior written notice to
Licensor. Licensee waives any and all rights of recovery against Licensor and its officials,
officers, agents and employees on account of loss or damage occasioned to Licensee or
its property or the -property of others under its control, to the extent that such loss or
damage is insured against under the fire and extended coverage policy required to be
kept and maintained by Licensee under this License; and Licensee shall cause each
policy required to be kept and maintained by it under this License to provide that the
insurer waives all right of recovery by way of subrogation against Licensor in connection
with any damage covered by such policy. Licensee will provide Licensor with copies of
the policies of such insurance or certificates evidencing such insurance upon execution
of this License arsd from time to time thereafter as reasonably requested by Licensor:
8. Indemnification. In addition to and without limiting Licensee's other obligations of
indemnity under this License, Licensee agrees to indemnify, protect, defend (by counsel
reasonably satisfactory to Licensor) and hold Licensor and its officials, officers, agents
and employees, and each of them, harmless from and against all claims, losses, liabilities,
actions, judgments, costs and expenses (including reasonable attorneys' fees and costs)
which they, or any'of them; may suffer or incur aristng from or relating to '(a) Ltcensee's
use of the Premises, (b) any negligence, act or omission of Licensee, its agents,
employees, contractors, guests or invitees in or about the Premises or (c) any default by
Licensee under this License.
9. Utilities. Licensor shall pay for all water, sewer, gas, heat, light, power, telephone
service, refuse removal and all other utilities or services of any kind supplied to the
Premises.
10,
1 4:1WiiSLf By, FiIII.fiT
Alterations.
Licensee agrees that it will not make
any alterations or improvements
to the
Premises, or
any portion of the Premises, without
Licensor's prior written consent,
[41
which will not be unreasonably withheld. if Licensor consents to the making of any
alterations or improvements, Licensee agrees that such alterations or improvements will
be made in strict compliance with all applicable laws, rules and regulations of all
governmental authorities having jurisdiction, will be performed in a good and workmanlike
manner, and will be made in compliance with such other conditions, including, without
limitation, the obtaining of performance and completion bonds, as Licensor may require
in connection with the granting of its consent. Licensee agrees that it will pay, when due,
all claims for labor or materials furnished or alleged to have been furnished to or for
Licensee at or for use on the Premises, which claims are or may be secured by any
mechanics' or materialmen's lien against the Premises or any interest therein. All
alterations and improvements made by Licensee shall, at Licensor's option and at
Licensee's sole cost and expense, be removed from the Premises at the end of the Term
of this License and the Premises restored to their condition prior to the making of such
aIterations or improvements.
11. Licensee's Prooerfy. ,off equipment and personal property of Licensee focafed at
the Premises will remain the property of Licensee during the term of this License and may
be removed by Licensee at any time and shall be removed by Licensee prior to the
expiration or other termination of the term of this License. Licensee, at Licensee's cost
and expense, must promptly repair all damage to the Premises occasioned by the
removal of its trade fixtures, equipment and personal property.
12. Assionmen�. Licensee may not assign ttiis License or assign the rights to all or
any part of the Premises nor permit the occupancy thereof by any other person or entity
without the express written consent of Licensor, which consent may be withheld in
Licensor's sole discretion.
13. Default. The occurrence of any one or more of the following shall constitute a default
by Licensee:
(a) Vacation or abandonment of the Premises by Licensee.
(b)
Failure
by
Licensee to make payment
of the License fee or any other
payments
required to
be
made
by Licensee
hereunder
as and when
due.
(c) Failure
(d) 'Failure
by
Licensee
to keep and maintain any of the insurance required to be
kept and maintained
by
Licensee
under this License.
bylicensee to observe or perform any oflhe covenants or provisions
of this License when such failure continues for a period of 30 days after written notice of
such failure is given by Licensor to Licensee; provided, that if the nature of Licensee's failure
is such that more than 30 days are reasonably required for its cure, then Licensee will not
be deemed to be in default if Licensee commences such cure within said 30 day period and
thereafter diligently prosecutes such cure to completion.
Lw #4s4t-3450-5574 vt 4
U. Remedies. if Licensee is in default, then, in addition to aff other rights and remedies
which Licensor may have at law or in equity, Licensor has the following rights and remedies
which are not exclusive but are cumulative:
(a) To the extent permitted by law, Licensor can, with or without terminating this
License, reenter the Premises and remove all property and persons therefrom, and any such
property may be removed and stored in a public warehouse or elsewhere at the cost and
for the account ofticensee.
(b) Licensor can terminate Licensee's right to use the Premises at any time. No
act by Licensor other than giving written notice to Licensee will terminate this License. Acts
of maintenance shall not constitute a termination of Licensee's right to possession. On
termination, Licensor has the right to recover from Licensee:
(f) The worth, atthe time of'the award, of the unpaid License fee that had
been earned at the time of termination of this License;
(ii) Any other amount, and court costs, necessary to compensate Licensor
for all detriment proximately caused by Licensee's default.
"The worth, at the time of the award," as used in (i) and (ii) of this
subsection (b),'is'to"be co"rnputed by allowing interest at the maximum'rate ah individual is
permitted by law to charge.
15. Licensor Entrv. Licensor and its authorized representatives shall have the right at
any time to enter all portions of the Premises for any of the following purposes: (a) to
determine whether the Premises are in good condition and whether Licensee is complying
with its obligations under this License; (b) to inspect the Premises; (c) and in connection with
Licensors design and construction planningrespecting, Liconsor's future use of the
Premises; or (d) where an emergency situation necessitates such entry. No exercise by
Licensor of its rights under this Section shall entitle Licensee to any damages for any injury
or inconvenience occasioned thereby or to any abatement of rent or other amounts payable
under this License.
16. Surrender of Premises. Upon the expiration or other termination of the term of this
License, Licensee agrees to surrender p�ssess5on of tti"e Premises, anti 'every party
thereof, to Licensor in good order, condition and repair, ordinary wear and tear alone
excepted. "Ordinary wear and tear" does not include any damage or deterioration that
would have been prevented by good maintenance practice or by Licensee performing all
of its obligations under this License.
17,
Notices. Except as otherwise provided, all notices required or permitted to be
given underthis License' must be in writing and addressed to the parties at thou respective
notice addresses set forth below; provided, that notices to Licensee may also be
effectively given in writing and addressed to Licensee at the Premises address. Notices
must be given by personal delivery (including by commercial delivery service) or by first -
LA N4841-3450-5574 vl
class mai(, postage prepaid. Notices will be deemed effectively given, in the case of
personal delivery, upon receipt (or if receipt is refused, upon attempted delivery), and in
the case of mailing, three (3) days following deposit into the custody of the United States
Postal Service. The notice addresses of the parties are as follows:
If to Licensor: City of Temple City
9701 Las Tunas Drive
Temple City, California 91780
Attention: City Manager
With a copy to:
Eric S. Vail, City Attorney
Burke, Williams & Sorensen, LLP
2280 Market Street, Suite 300
Riverside, California 92501-2121
If to Licensee: Autumn Years Services, Inc.
122A E. Foothill Blvd. #212
Arcadia, California 91006
18. General.
(a) The acceptance by Licensor of any payments due hereunder with knowledge
of the breach of any of the terms, covenants or provisions of this License by Licensee shall
not be construed as a waiver of any such breach. The acceptance at any time or times by
Licensor of any sum less than that which is required to be paid by Licensee shall, unless
Licensor specifically agrees otherwise in writing, be deemed to have been received only on
account of the obligation for which it is paid, and shaft not be deemed an accord and
satisfaction notwithstanding any provisions to the contrary written on any check or contained
in any writing transmitting the same.
(b) The titles to the sections of this License are for convenience of reference only
and are not a part of this License and shall have no effect upon the construction or
interpretation of any part of this License. Any exhibits attached to this License are, however,
A part of this License. This License shall be goverred by and construed In accord6hce'with
the laws of the State of California, without regard to any otherwise governing principles of
conflicts of law. In construing this License, none of the parties to it shall have any term or
provision construed against it solely by reason of its having drafted the same.
(c) Any provision of this License that is invalid, illegal or unenforceable shall be
ineffective to the extent of such invalidity, illegality or unenforceability without invalidating,
diminishing• or rendering utrenforceable the rights and obligations of the parties under the
remaining provisions of this License.
(d) No term or provision of this License may be amended, altered, modified or
waived orally or by a course of conduct, but only by an instrument in writing signed by a duly
LA #4841-3450-5574 vl
authorized officer or representative of the party against which enforcement of such
amendment, alteration, modification or waiver is sought. Any amendment, alteration,
modification or waiver shall be for such period and subject to such conditions as shall be
specified in the written instrument effecting the same. Any waiver shall be effective only in
the specific instance and for the specific purpose for which given.
(e) This License and all exhibits attached to it constitutes the entire agreement of
the °parties with respect to the -subject rnafter hereof and supersedes all prior or
contemporaneous agreements (whether written or oral) with respect to that subject matter.
(f)
This License
maybe executed
in several counterparts,
each of which shall be
deemed
an
original, but all
of which together
shall constitute one and
the same instrument.
(g) If either party hereto brings an action to enforce the terms hereof or declare
rights hereunder, the prevailing party to such action, on triiale or appea6, shall be entitled to
reasonable attorneys' fees to be paid by the losing party as fixed by the court.
The
parties
have caused this License to
be duly executed
by their respective duly
authorized
officers
or representatives
as of the
date first set forth
above.
Al
By
Na
t1 notary public or other officer comploling This
wrtificate vedfies only the Identity of the Individual
vrho signed the document to which this certificate
is attached, and not the truthfulness, accuracy,
or validity of that document.
(2"d signature require 'p Corporation, fncorpora4'ron or Litrritec) Labrf'►ty
Corporati n
�,,,,, State of California County of LOS A�4966:S
By Subscribed and sworn to (or affirmed) before me
(Authorized Officer) on this.�day of .a U G 20L, 8 ,
�r(U��G(o 'was byMAR4 T, 5'Atc6on J1W0quRc�n S-ANToS
Name: proved to me on the basis of satisfactory evidence
to be the persoro who appeared before me.
Title:�!� PP-�Sibc�T
Signature
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER
RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS
ENTITY.
I
RON
J. GUADALUPE LOPEZ
Commission #2135786
Z Notary Public • California
LA #4841-3450-5574 v1 % Z Los Angeles County
M comm. Ex Irea Jan 2, 2020+
Cf TY OF TEMPLE CITY
By:
Ai"test:
Peggy Kuo
City Clerk
Approved as to Form:
By:
Eric S. Vail
City Attorney
LA #4841-3450-5574 vl
Bryan Cook
City Manager
EXHIBIT A"
(Legal Description of Premises)
Parcel Number: 8586-017-900
Legal Description: TRACT NO 57 LOT BD
NW
BY
BOGUE
ST,
NE
BY
NE LINE OF TR NO
57 SE BYDAINES
DR AND
SW
-BY
NE LINE
OF
TR
NO
15957
LA 114841-3450-5574 vl
EXHIBIT B
ark Diagram
I
fig
;
S',14.4 I k -ow
Oz
C=)Cfiff3l`fi �C;
(Diagram of Center)
LA M4841-3450-5574 vt 2,
EXHIBIT "C"
LIVE OAK PARK
COMMUNITY CENTER
FLOOR PLAN
1
Acorn 2
452 S.F.
MIO — 23
IINL
SB9 SF.
Acorn 7
953 S.F. -
WO -48y7
�}A
8 4
5.30
7i O —
ALI
i O =�
20,
129
' f ic.
If
N s _ 24 S .�[p
359
LA 84841-3450-5574 v I 3
b31 GE
S.F. 11 128 SG
Live Oak 3
882 S.F.
285 - assembly
124—dining
sr.
130—assembly
60 — dining
----------------
12
121
Live Oak 1 1122
'1,895 S.F. f sF.�
2fi5 -assembly
124_dining
Camellia
73SSF.
M!O
-40