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HomeMy Public PortalAboutAgreement_ 2018-09-15 to 2018-11-03_Temple City First Baptist Church_License Agreement_18-014LICENSE AGREEMENT This License Agreement (the "License Agreement") is made and entered into as of 5EPrMOM U 2018 by and between the TEMPLE CITY FIRST BAPTIST CHURCH a California nonprofit corporation (the "Licensor"), and the CITY OF TEMPLE CITY, a municipal corporation (the "Licensee"), who agree as follows: 1. Recitals. This License Agreement is made with reference to the following facts and circumstances: (a) Licensor is the owner of that certain real property located at 6019 Baldwin Avenue, in the City of Temple City, County of Los Angeles, State of California (the "Licensor's Property"). (b) Licensee operates a Volleyball program for children in grades 5 through 8 and is in need of a location to conduct the Volleyball program activities for the 2018-19 school year session. (c) Licensee desires to obtain a license to use certain areas within the Licensor's Property for the purpose of operating the Volleyball program and Licensor is agreeable to granting such a license to Licensee on the terms set forth in this License Agreement. 2. Grant of License; Use. On and subject to the terms and conditions set forth in this License Agreement, Licensor grants to Licensee a license to use the Gymnasium and restrooms within the Licensor's Property (the "Licensed Premises") for the conduct of the Volleyball program. This license shall be non-exclusive during the Term of this Agreement. (a) Notwithstanding the foregoing, Licensee shall be entitled to the exclusive use of certain areas on the following schedule: (i) Gymnasium —Saturdays, 200 — 600 September 15, 2018 —November 3, 2018 LXCJ4Din1G IW -a H ts0 (b) Licensee is also entitled to use those areas of the Licensor's Propert y necessary to facilitate Licensee's use of the Licensed Premises for the Volleyball program including parking areas and driveways, yards, walkways and other means of ingress and egress. (c) Use of the Licensed Premises shall be in compliance with all applicable laws, rules regulations and any permits Licensor has been granted for the Licensor's Property. 3, Term; License Fee. (a) The term of this License Agreement (the "Term") will commence on September 15, 2018 and thereafter continue in full force and effect until November 3, 2018. The Term may be terminated upon failure of Licensee to cure a default or breach of this License Agreement as set forth in Paragraph 9(b) of this License Agreement. (b) In consideration for the grant of the license provided for in this License RIV N4814-1235-0256 v3 Agreement, License agrees to pay to Licensor a fee of $60/hour, 4 hours/day x 8 days for a total One Thousand Nine Hundred Twenty Dollars ($1,920.00) for the use of the Gymnasium. Such fee shall be paid upon receipt of a valid invoice in accordance with the City's payment policy. (c) The failure by the Licensee to remit the fee as called for herein at the commencement of this Licensee Agreement, for any reason, this License Agreement shall be void and of no further force or effect. 4. Si na e. Licensee may install and maintain at its sole cost and expense one (1) temporary sign to identify the Licensor's Property as the site of the Volleyball program. Such sign shall be taken down during times when Licensee is not using the Licensed Premises, Maintenance; Utilities. (a) Licensee shall keep the Licensed Premises in a neat and tidy condition during its use of the Licensed Premises. To meet this obligation, Licensee may dispose of any trash it generates in Licensor's trash receptacles. Licensor shall provide janitorial services and keep the Licensed Premises in a clean and sanitary condition. (b) Licensee agrees to repair, or pay for Licensor's costs to repair, any damage to the Licensed Premises that is caused by Licensee's use of the Licensed Premises. Licensor shall be responsible for keeping the Licensed Premises in a safe condition suitable for Licensee's use of the Licensed Premises. Upon discovery of any unsafe conditions within the Licensed Premises, the discovering party shall promptly notify the other in writing thereof. Licensor shall ensure that all electrical, plumbing, HVAC, and structural components of the Licensed Premises are in good working order. (c) Licensor shall be responsible for all utility charges associated with the operation of the Licensor's Property, including but not limited to electricity, natural gas, and trash and recyclables collection. 6. Assignment. Licensee shall not assign its rights under this License Agreement and any attempt to do so shall be void. 7. Surrender. Upon the expiration or sooner termination of the Term of this License Agreement, Licensee shall quit and surrender possession of the Licensed Premises in good condition and repair, reasonable wear and tear, damage by the elements or other casualty, and damage caused by Licensor, its employees, agents and permittees excepted. h3demnification. (a) Licensee shall indemnify and hold Licensor harmless from and against any and all claims arising from Licensee's use of the Licensed Premises, and shall fu-ther indemnify and hold Licensor harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Licensee's part to be performed under the terms of this License Agreement, or arising from any negligence or intentional misconduct of the Licensee, or any of Licensee's agents, contractors, or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Licensor by reason of 2 UV 84814-1235-0256 0 any such claim, Licensee upon notice from Licensor shall defend the same at Licensee's expense. Licensee, as a material part of the consideration to Licensor, hereby assumes all risk of damage to property or injury to persons, in, upon, or about the Licensed Premises arising from Licensee's use of the Licensed Premises and Licensee hereby waives all claims in respect thereof against Licensor. The obligations of Licensee under this paragraph arising by reason of any occurrence taking place during the Term shall survive any termination of this License Agreement. (b) Licensor shall indemnify and hold Licensee harmless from and against any and all claims arising from Licensor's use of the Licensed Premises, and shall further indemnify and hold Licensee harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Licensor's part to be performed under the terms of this License Agreement, or arising from any negligence or intentional misconduct of the Licensor, or any of Licensor's agents, contractors, or employees and from and against all costs, attorneys' fees, expense and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Licensee by reason any such claim, Licensor upon notice from Licensee shall depend the same at Licensor's expense. Licensor, as a material part of the consideration to Licensee, hereby assumes all risk of damage to property or injury to persons, in, upon, or about the Licensed Premises arising from Licensor's use of the Licensed Premises and Licensor hereby waives all claims in respect thereof against Licensee. The obligations of Licensor under this paragraph arising by reason of any occurrence taking place during the Term shall survive any termination of this License Agreement, 9. Acceptance of Property. Licensee hereby represents that prior to the commencement of the term of this License, the Licensee has inspected the Property and Premises, and that the Property and Premises are in acceptable repair, order, and condition for Licensee's intended use of the Property and the Premises. 10. Default. (a) Either party hereto may, fi•om time to time, at its option, exercise all rights or remedies which it may have either at law or in equity and nothing herein contained shall be construed as in any way abridging or waiving any such rights or remedies; and, consent, waiver or compromise by either party of or under any of the provisions of this License Agreement, or as to any breach or default hereunder by the other party, shall not constitute or be construed as a waiver of such party's right to enforce strict interpretation and performance of the conditions and terms hereof by the other party at all other times and as to the same and all other matters herein contained. (b) If default shall be made in any of the covenants or agreements on the part of Licensee contained in this License Agreement, Licensor, at its option, may, at any time after such default or breach, re-enter and take possession of the Licensed Premises and remove all persons therefrom; provided, however, that Licensor shall have first given Licensee written notice of any such default or breach together with a demand that such default or breach be cured within fifteen (15) days after receipt of notice and Licensee shall -have failed to commence during such default or breach and to proceed in a diligent manner therewith. 11. Notices. All notices and other communications given pursuant to this License Agreement 3 RIV H4814-1235-0256 0 shall be in writing and shall be deemed received when personally delivered (including by commercial courier or next business day delivery service) or upon the third (3rd) day after deposit in the United States mail, registered or certified, postage prepaid, return receipt requested, to the parties at the addresses set forth below: LICENSOR: Temple City First Baptist Church Attn: Jim Walden 6019 Baldwin Avenue Temple City, CA 91780 LICENSEE: City of Temple City Attn: Cathy Burroughs, Director of Parks & Recreation 9701 Las Tunas Drive Temple City, CA 91780 Any party may, from time to Yime, by written notice to the other, designate a different address which shall be substituted for the one above specified. 12. Insurance. Licensee shall maintain, at its sole cost and expense, personal injury, property damage, and liability insurance against claims for bodily injury, death or property damage caused or related to Licensee's use of the Licensed Premises, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence. Licensor shall be named as an additional insured. 13. Mediation -Arbitration Clause. The Parties hereto agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration. Mediation fees shall be divided equally among the parties involved. If any party continences an action based on a dispute or claim to which this paragraph applies, without first attempting to resolve the matter through mediation, then that party shall not be entitled to recover attorney fees, even if fees would otherwise be available to the party in any such action. Arbih•ation Of Disputes. THE PARTIES AGREE TtiAT ANY DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS AGREEMENT, OR ANY RESULTING TRANSACTION, WHICH IS NOT SETTLED BY MEDIATION, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION. THE ARBITRATION SHALL BE UNDER THE RULES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES (JAMS). THE ARBITRATOR SHALL BE AN IMPARTIAL RETIRED JUDGE OR JUSTICE, OR A REAL ESTATE ATTORNEY WITH AT LEAST 15 YEARS OF FULL TIME REAL ESTATE LAW EXPERIENCE, UNLESS THE PARTIES MUTUALLY AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN AWARD WITH DETAILED REASONED FINDINGS AND CONCLUSIONS IN ACCORDANCE WITH THE SUBSTANTIVE CALIFORNIA LAW, IN ALL OTHER RESPECTS, THE ARBITRATION SHALL, BE CONDUCTED IN ACCORDANCE WITH PART III, TITLE 9 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, JUDGMENT UPON THE AWARD OF THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CODE OF CIVIL PROCEDURES 1283.05, EXCEPT THAT EACH PARTY SHALL BE ENTITLED AS A MATTER OF RIGHT TO TAKE ONE DEPOSITION OF THE OTHER PARTY WITHOUT THE REQUIREMENT OR CONSENT OF THE ARBITRATOR. IN ANY CONTROVERSY OR DISPUTE REQUIRING LEGAL LITIGATION/ATTORNEYS, THE PREVAILING PARTY SHALL BE 4 RIV 48 14-1235-0256 v3 ENTITLED TO REASONABLE ATTORNEY FEES AND COSTS, LICENSOR INITIALS: LICENSEE INITIALS: LICENSOR INITIALS LICENSEE INITIALS: 14. Miscellaneous. (a) This License Agreement is to be governed by and construed in accordance with the laws of the State of California. (b) No term or provision of this License Agreement 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 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. (c) The invalidity or unenforceability of any term or provision of this License Agreement shall not affect the validity or enforceability of any other term or provision of this License Agreement all of which shall remain in full force and effect. (d) If either party to this License Agreement brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court. (e) Except as provided in Paragraph 6, this License Agreement shall inure to the benefit of and be binding on the parties and their respective successors. (f) Licensor is not currently in compliance with California Public Resources Code § 25402. 10, as the Licensor has not obtained any energy usage data, nor has the Licensor obtained an Energy Star performance score relating to the energy consumption of any appliances, fixtures or equipment. (g) Licensee shall be responsible, if the play yard area equipment, if any, as used for the benefit of the Licensee, and if the equipment or play yard is found not to be in compliance with any existing or future governmental codes; and if found not to be in compliance, the use thereof by the Licensee shall immediately stop, until found, or certified, to be in compliance. It is the advice and counsel of the Licensor that the Licensee should first obtain its own initial inspection and/or inquiries, and ascertain the cost of all compliance requirements and expenses prior to entering into the License. Licensee is further advised to contact and counsel with appropriate professionals. (h) Licensee understands that Licensor is a religious entity that has religious symbols on or about the Property. Licensor shall not accommodate Licensee's request, if any, to remove, cover, or hide any religious symbols located in public view, shared areas or non -shared use areas occupied by the Licensor. RIV H4814-1235-0256 v3 (i) Licensee shall provide any security for personal property of Licensee. (i) This License Agreement may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature and acknowledgment pages, if any, of this License Agreement may be detached from any counterpart and re -attached to any other counterpart of this License Agreement which is identical in form hereto but having attached to it one or more additional signature and acknowledgment pages. The parties have caused this License Agreement to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above. CITY OF TEMPLE CITY, a municipal c •ation Bryan Cook, City Manager Attest: Peggy I uo, City Clej rrk N L04y ul% Approved as to Form: E ` City Attorney RIV #4814-1235-0256 v3 Temple City First Baptist Church, a California nonprofit corporation Lt'o �-.GfFlmrnAl�'�-(3ol�r� cHAiR (Print Name & Title) By: yEr �. A�DE�v S£,Nioti (Print Name & Title CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public of other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California11 ,,�� County of k -r &\ `4 �' �!' �v/ r On 0 nt/`jky�Q7 before me, t`F�,� t V "�%G� v- k-i'J'% Date Here Insert Name and Title of the Officer personally appeared i -t► �j ' �v���, `� Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persnn(s) whose i>ama(s)j�(are subscribed to the within instrument and acknowledged to me that-(Le/she/they executed the same in his/her/their authorized capacjWles), and that by his/her/their signature(s) on the instrument the perSdL�s , or the entity upon behalf of which the person(s) acted, executed the instrument. ( Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature_ Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signers) Other Than Narned Above: Capacity(les) Claimed by Signers) Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Individual a Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: '�:;2017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Individual D Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On 21 rZO)D before me, JIVUAW NvL*�Z, Nq'R:( KY41G 1 (Insert Name of Notary Public and Title) personally appeared 3 fytwi cS Ews WAUVet—) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their JILLIAN NUNEZ signature(s) on the instrument the person(s), or the Notary Public • California entity upon behalf of which the person(s) acted, Los Angeles County executed the instrument. Commission N 2147761 eMy Comm. Expires Mar 26, 2020+ I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNE my hand a d offi 'al seal. Signature Place Notary Seal Above ignature of Notary Public) OPTIONAL Though the information is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title of Type of Document Date: Number of Pages: Signers) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer - Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Partner ❑Limited ❑General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: