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HomeMy Public PortalAboutAgreement_2016-06-07_First Lutheran Church_Use of FacilitiesLICENSE AGREEMENT This License Agreement (the "License Agreement") is made and entered into as of .Tune 7th 2016 by and between the FIRST LUTHERAN CHURCH OF TEMPLE CITY, 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 9123 Broadway, in the City of Temple City, County of Los Angeles, State of California (the "Licensor's Property"). (b) Licensee operates a youth recreational program for children in grades 1 through 6 (the "STARS Club") and is in need of a location to conduct its STARS Club for the Summer 2016 session. (c) Licensee desires to obtain license to use certain areas within the Licensor's Property for the purpose of operating the STARS Club, and Licensor is agreeable to granting such a license to Licensee on the terms set forth is 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 classrooms 6 and 8, the restrooms, the kitchen, the Fellowship Hall, the outdoor field and playground, and the outdoor storage shed within the Licensor's Property (the "Licensed Premises") for the conduct of the STARS Club. This license shall be non-exclusive except Licensee shall be entitled to the exclusive use of the storage shed during the Term of this Agreement, and Licensee shall be entitled to the exclusive use of the classrooms during the operating hours of the STARS Club (Monday through Friday, 7:00 a.m. to 6:00 p.m.). Licensee is also entitled to use those areas of the Licensor's Property necessary to facilitate Licensee's use of the Licensed Premises for the STARS Club, including parking areas and driveways, yards, walkways and other means of ingress and egress. (a) Use of the Fellowship Hall by STARS Club attendees shall be limited to dining between the hours of 11:30 a.m. and 12:30 p.m. (b) Use of the kitchen shall be limited to the preparation of beverages and pre- packaged/pre-cooked food. Licensee shall not use any ovens or ranges in the preparation of food. (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. Tenn: License Fee. (a) The term of this License Agreement (the "Term") will commence on June 11, 2016 and thereafter continue in full force and effect until August 20, 2016. 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. RIV #4614-1235-0256 v3 (b) In consideration for the grant of the license provided for in this License Agreement, License agrees to pay to Licensor a fee of Seven Thousand Dollars ($7,000.00). Such fee shall be paid prior to the commencement date of the Term of this License Agreement. (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. Signage. 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 STARS Club. Such sign shall be taken down during times when Licensee is not using the Licensed Premises. 5. Maintenance; Utilities. (a) Licensee shall keep the Licensed Premises in a neat and tidy condition during its use of the Licensed Premises. Licensee may dispose of any trash it generates in Licensee'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. Security Deposit. The sum of Two Thousand and 00/100 Dollars ($2,000.00) Dollars is to be deposited with Licensor, as a Security Deposit, prior to the commencement date of the Term of this License. Licensee understands that the Licensee may use no portion of this deposit for the License Fee called for under Section 3. Licensor may deduct from the Security Deposit the Licensee's defaults, repair damages caused by the Licensee. Licensor agrees not to deduct any amounts from the Security Deposit to repair damage without notifying the Licensee in advance of the damage and the cost of repair, and providing Licensee the opportunity to contest the deduction. Licensor shall not deduct any amounts from the Security Deposit that are contested by Licensee without reasonable proof that the damage was caused by Licensee and not by another user of the Licensor's Property. During the term of the License, Licensee agrees to replace any security funds so deducted within thirty (30) days, and the failure by the Licensee to replace such funds deducted within this time frame shall place the Licensee in default, and immediately terminate this License. N RIV N4814-1235-0256 0 Said Security Deposit shall be held in a federally insured trust account by the agent of the Licensor, Gerald R. Bushore Real Estate Broker, Inc., or Ryan C. Bushore Real Estate Broker, and Licensee agrees and acknowledges that no interest shall be paid for the benefit of Licensee on deposited security funds, at any time. At the end of the License, Licensee shall provide Licensor a complete and full set of keys for entry into all areas requiring a key. Failure of this key requirement and the Licensor then requiring a locksmith expense for entry and re -keying shall be deducted from the Security Deposit. The security deposit, together with an itemized accounting of any deductions, shall be refunded to Licensee within thirty (30) days of the termination of this Agreement. 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. 8. Indemnification. (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 further 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 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. RIV #4814-1235-0256 v3 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. 9. Default (a) Either party hereto may, from 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. 10. Notices. All notices and other communications given pursuant to this License Agreement 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: First Lutheran Church Attn: Jo Tschopp 9123 Broadway Temple City, CA 91780 And Ryan C. Bushore P.O. Box 4 Atwood, CA 92811-0004 LICENSEE: City of Temple City Attn: Cathy Burroughs 9701 Las Tunas Drive Temple City, CA 91780 RIV #4814-1235-0256 v3 Attn: Director of Community Services Any party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. 11. 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. 12. 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 commences 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. Arbitration of Disputes. THE PARTIES AGREE THAT 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 ENY EDT0 REASONABLE ATTORNEY FEES AND COSTS. LICENSOR INITIALS: OL LICENSEE INITIALS: LICENSOR INITIALS: LICENSEE INITIALS: 12. 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. 5 RIV #4814-1235-0256 v3 (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 parry as fixed by the court. (e) Except as provided in Paragraph 6, this License Agreement shall inure to the benefit of and be binding upon 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. (i) Licensee shall provide any security for personal property of Licensee. (f) 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 corporation RN #4814-1235.0256 v3 FIRST LUTHERAN CHURCH, a California nonprofit corporation Bryan Cook, City Manager Attest: dl'v� �'IILIO Peggy K o, Ci y Clerk Approved as to Form: Eri . V ity Attorney RIV #4814-1235-0256 0 ,P, ,�, --&,,L (Print Name & Title) Glial rkma✓l, g©ara By: (Print Name & Title) �/l3//-MffiN O�JL��I�Oc7�!G