1. Amended and Restated Agreement — Anaheim City Council, September 27, 2022

LICENSE AGREEMENT
THIS AMENDED AND REST A TED AGREEMENT, dated for purposes of identification only this _ __ day of ___ ____ _, 2022, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D

GROWTH OPPORTUNITIES THROUGH ATHLETICS, LEARNING &
SERVICE (GOALS), a California non-profit corporation,
hereinafter referred to as "CONTRACTOR"
WIT NE S S ETH:

WHEREAS, City and CONTRACTOR entered into that certain agreement dated November 23, 2004, and subsequently amended, (the "Original Agreement") attached hereto as Exhibit A, which allows CONTRACTOR to use a portion of that City owned property located at 1151 La Palma Parkway in the City of Anaheim; County of Orange, State of California ("Premises
11 ), and more particularly described in Exhibit B attached hereto and incorporated herein by this reference, for the purpose of conducting hockey skating and training for area youth; and WHEREAS, ANAHEIM and CONTRACTOR desire to amend and restate the Original Agreement, in order to reflect the Parties understanding regarding the uses and responsibilities with respect to the Premises.

NOW, THEREFORE, for and in consideration of these premises and the terms and conditions herein, the adequacy of which are hereby acknowledged, ANAHEIM and CONTRACTOR agree to amend and restate the O1iginal Agreement as follows:

NOW, TIIBREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,

COVENANTS, AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1 1. PREMISES
ANAHEIM hereby licenses to CONTRACTOR the facilities located atll51 La Palma Park Way, Anaheim, California, which facilities are depicted on the attached diagram and incorporated as "Exhibit B" ("The Premises") as follows:

A. CONTRACTOR shall have shared use of the multipurpose room large enough to accommodate CONTRACTOR's daily attendance up to 30 participants, and kitchen and restrooms as follows: Monday through Friday, 8:00 a.m. - 10:00 p.m. The multipurpose room, kitchen and restrooms will be made available, except for the following occasions when the facilities have been reserved by others and are not available under this License: Lions Club events, Community Center rentals, Senior Center events, special events and special facility maintenance.

ANAHEIM will provide CONTRACTOR with a written list of dates when facilities are not available at least 30 days prior to those dates. CONTRACTOR shall use this License and the Premises solely to conduct a hockey skating and training program and provide recreational/social activities for area youth."
B. ANAHEIM shall have sole discretion regarding scheduling the use of the Premises, including allocations of space or rooms, and canceling, rescheduling, or relocating activities based on the priorities of ANAHEIM. The Premises shall be made available to the community and CONTRACTOR shall not have exclusive use thereof. The Premises will be available for rental to individuals, groups, and organizations as determined by ANAHEIM.

C. ANAHEIM shall have sole authority to assign all office, storage and activity space on the Premises.

D. ANAHEIM shall have sole authority to approve all modifications, renovations, or construction to the Premises. No equipment or furnishings shall be added without ANAHEIM's prior approval.

2. ANAHEIM'S RESPONSIBILITY REGARDING PREMISES:

A. ANAHEIM shall pay for all water, light, power, rubbish removal, and other utilities supplied to the Premises and used by CONTRACTOR during the term of this Agreement. 2 B. ANAHEIM shall pay, or cause to be paid before delinquency, any and all taxes (including any possessory interest taxes which may be levied with respect to any property interest created hereby), assessments, license fees and public charges, levied, assessed, imposed or which may become payable during the term of this Agreement upon the Premises or any improvements thereto.

C. ANAHEIM shall keep and maintain the Premises in good order, condition, and repair at its sole cost and expense.

D. ANAHEIM shall establish and enforce, with CONTRACTOR's cooperation, ordinances, policies, and procedures governing the Premises. ANAHEIM's facility ruJes shall not be superseded by the rules of any organization utilizing the Premises, wiless

ANAHEIM
1 s rules conflict with federal, state, or local requirements.

3. ANAHEIM 'S RESPONSIBILITIES REGARDING PROGRAMS
A. ANAHEIM shall designate a staff member, who shall be the liaison between ANAHEIM and CONTRACTOR and shall interpret ANAHEIM's policies and procedures.

ANAHEIM staff shall not operate CONTRACTOR's activities or programs.

B. ANAHEIM shall maintain its funds separate from any other organization, and shall not handle any CONTRACTOR's monies or conduct any CONTRACTOR's financial business.

4. CONTRACTOR'S RESPONSIBILITY REGARDING PREMISES.

1. The placement of temporary, moveable hockey ''Boards 11 made of hard
plastic, topped by Plexiglass and netting as appropriate for the safety of users of the Premises. The Boards shall not cause damage to the floor of the Premises either while being placed into position or while in position for play.

2. The placement of flooring surface of "sport-tile" that will accommodate skating.
3 3. Replacing lighting fixtures with protected fixtures.

4. Repainting and repairing, as needed, of damaged exterior and interior wood, stucco or other building materials .

5. The installation of an air conditioning system and related electrical components by a bonded California licensed contractor(s). CONTRACTOR shall be responsible for any and all maintenance or operational requirements of the air conditioning system and related electrical components as installed and any and all costs associated therewith. ANAHEIM shall not be responsible for any associated maintenance or operational requirements of the aforementioned air conditioning system and its related electrical components as installed by CONTRACTOR.

6. The planting of a flower garden in the flower beds to the left and right of the main entrance of the Premises.

B. All temporary facility equipment as described in Exhibit "C" shall be removed or stored in an unobtrusive and safe location after instructional periods so that other users shall have unimpeded access to and use of the Premises.

C. All temporary building improvements, including but not limited to, paint colors and planting materials , sha11 be approved by the Community Services Director, prior to commencement of any and all work as described herein.

D. AH such work as contemplated hereunder shall be completed at CONTRACTOR's sole cost and expense.

E. Conditions of Use: For and during the term of this License, and any extension or renewal thereof: CONTRACTOR's use of the Premises shall be subject to, and CONlRACTOR shall comply with and cause CONTRACTOR' s Designees to comply with, the following conditions, covenants and restrictions . Each person entering the Premises shall be considered at all times to be acting as an agent of CONTRACTOR.

1. Except as provided in this License, the Premises shall be used only for the purposes specified above, and the Premises shall not be used for any other use or purpose whatsoever, without the prior written consent of ANAHEJM. 4 11. CONTRACTOR shall not cause, permit or suffer any "hazardous material," "hazardous waste" or "hazardous chemicals", as those terms are used in CERCLA (42 U.S.C. § 9601(14)) or SARA (42 U.S .C. § l1021l(e)) or any similar Federal, St.ate, or local law, statute, ordinance , regulation or order, or otherwise determined by ANAHEIM, to be brought upon , left, used or abandoned on the Premises .

5. CONTRACTOR's RESPONSIBILITIES REGARDING PROGRAMS
A. CONTRACTOR shall conduct all aspects of CONTRACTOR's program activities and services including set-up of CONTRACTOR's equipment, materials and supplies, clean-up of same, and leadership of activities. ANAHEIM assumes no responsibility for any liability arising from CONTRACTOR's programs.

B. CONTRACTOR shall conduct and handle all aspects of its own finances and monies.

C. CONTRACTOR shall conduct its own clerical duties related to CONTRACTOR's administration and operation, including writing, typing and photocopying of correspondence, reports, records, etc.

D. CONTRACTOR shall conduct its own purchasing, receiving, storing, inventory, and maintenance of its own supplies.

E. CONTRACTOR shall transport and maintain all materials, supplies, and equipment related to the operation of CONTRACTOR and its program s. CONTRACTOR shall maintain and repair all CONTRACTOR equipment used by CONTRACTOR.

F. CONTRACTOR shall routinely provide normal cleaning of activity areas, utensils, and supplies at the conclusion of CONTRACTOR's activities including, but not limited to, counter tops, table tops, coffee pots, sinks, dishes, flatware, kitchen appliances, floors, etc.

G. CONTRACTOR shall maintain fire and theft insurance covering major CONTRACTOR equipment stored at the Premises .

I. CONTRACTOR shall provide adequate supervision of all programs, participants , volunteers , staff, and other invitees of CONTRACTOR. 5 J. CONTRACTOR shall be assigned three (3) sets ofkeys to the building used by CONTRACTOR. The keys are the expre ss responsibility of CONTRACTOR and are to be used only by authorized employees. Keys are not to be duplicated unless authorized by ANAHEIM .

6. LEGAL RELATIONS AND RESPONSIBILITIES
A. Nature of Relati onship. ANAHEIM and CONTRACT OR understand and agree that the only relationship between them created by this License is that of Licensor and CONTRACTOR, and that this License does not create , and shall not be construed to create , any agency, partnership, joint venture, landlord-tenant or other relationship between ANAHEIM and CONTRACTOR.

B. Compliance with Laws . CONTRACTOR shall keep itself fully informed of all existin g and future state and federal laws and all county and city ordinances and regul ations which in any manner affect the activities of CONTRACTOR Wlder this License, or the possession or use of the Premises by CONTRACTO R, and of all such orders and decrees of bodi es or tribunals having any juris diction or authority over the same. CONTRACTOR shall at all times observ e and comply with all such existing and future laws, ordinances, regulations, orders and decrees, and shall prote ct and indemnify, as requir ed herein , ANAHEIM and its respective officers, directors, employees and agents against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order or decree, whether by CONTRACTOR or any person or entity holding under CONTRACTOR.

C. Assignment The License granted hereby is personal to CONTRACTOR and any assignment of said License by CONTRACTOR, voluntarily or by operati on of law, shall automat ically t enninate this License, unless CONTRACTOR has obtained the prior written consent of ANAHEIM, which may be withheld, in its sole and absolute discretion, for any reason or no reason at all.

D. Acknowledgment of ANAHEIM's Title. CONTRACTOR hereby acknowledges the title of ANAHEIM in and to the Premi ses, including the real property fixtures 6 and improvements existing or erected thereon (if any), and CONTRACTOR hereby covenants and promises never to assail, contest or resist ANAHEIM's title to the Premises.

E. Liens. CONTRACTOR shall maintain the Premises free from and clear of any claims, obligations, liabilities, liens, encwnbrances and charges, including but not limited to any claims, liens or charges arising out of or in connection with the furnishing of materials or the perfonnance of labor on the Premises. CONTRACTOR further shall protect and indemnify ANAHEIM and the Premises from and bold them, and each of them, hannless against any and all such claims, obligations, liabilities, liens, encumbrances and charges.

F. Possessory Interest Taxation. A possessory interest subject to property taxation may be created by this License. It is understood and agreed that if such a possessory interest is created, CONTRACTOR shall be responsible for the payment of all property taxes levied on such interest, and that ANAHEIM shall have no responsibility therefor.

G. ANAHEIM's Reservations

1. ANAHEilvf hereby reserves the right to grant easements and rights- of-way for pole or tower lines for transmission of electricity , and easements, leases and rights-of way for telephone, telegraph, telecommunication facilities, gas, water , sewer and oil lines, for roads and highways, and for other similar uses over and across the Premises at any location or locations within the Premises. In the event CON1RACTOR determines that the granting or exercise of any such easement, lease, or 1ight-of-way significantly interferes with CONTRACTOR's possession or use of the Premises, CONTRACTOR 's only remedy shall be to terminate this License upon thirty (30) days written notice to ANAHEIM. CONTRACTOR shall not interfere with any easements or rights-of-way pertaining to or affecting the Premises. ii. ANAHEIM hereby reserves the right to sell, transfer or otherwise dispose of any po11ion of the Premises at any time. In the event of such sale, transfer or disposition, and notwithstanding any other provision of this License, this License shall, upon the close of escrow or the conveyance of title, terminate as to the portions of the Premises sold, transferred or disposed of, and CONTRACTOR shall release the same from the terms of this License and from any encumbrance which results from this License.
7 m. ANAHEIM further reserves unto itself the rights of ingress and egress over all or any portio n of the Premi ses.

H. Waiver of Claims. As a material part of the consideration to ANAHEIM under the License, CONTRACTOR hereby waives any and all claims that it may have against ANAHE IM during the term of this License, or any extension or renewal thereof, for any damage to goods, wares and merchandise upon or about the Premises, and for any injury to CONTRACTOR, CONTRACTOR' s Designees , or to third partie s in or about the Premises, from any cause arising at any time.

I. Surrender of Possess ion. At the expiration or tennination of this License, whether with or without caus e, CONTRACTOR shall promptly quit and surrender the Premi ses in a good state of repair .

J. Disposition of Abandoned Propert y. If CONTRACTOR abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property left on the Premises for fifteen (15) or more days after such event shall at ANAHEIM's option, be deemed to have been abandoned and transferred to ANAHEIM. ANAHEIM shall have the right to remove and dispose of any and all such property without liability therefor to CONTRACTOR or to CONTRACTOR 's Designees, and ANAHEIM shall have no duty to account for such property. CONTRACTOR agrees to reimburse ANAHEIM for any and all costs associated with ANAHEIM transferring or disposing of CONTRAC TOR' s or CONTRACTOR ' s Designees' personal property pursuant to this Section.

K. Premises "As-Is". CONTRACTOR acknowledg es that the Premis es are being provided to CONT RACTOR on an "as-i s" basis, and CONTRACTOR takes and occupies the Premises without relian ce upon any representation by ANAHEIM, or any of its officers, employees, agents or representatives , or any other person, concerning the Premises , their fitness for CONTRACTOR's intend ed use or any other particular purpo se of use, or any other promise, representation or inducement not expressly set forth in this License. All persons enterin g the Premises under this Agreement do so at their own risk.
8 L. No Representation or Warrant y Concernin g Premises. CONTRACTOR acknowledges that neither ANAHEIM, nor any of its officers, employees, agents or representatives, has made any written or oral representation, promise, or warranty, expressed or implied, concerning the Premises, their fitness for CONTRACTOR's intended use or any other purpose or use, or any other matter not expressly set forth in this License.

M. Disputes. In the event that any action is commenced by a party to this License against the other to enforce its rights or obligations arising from this License or seeking to interpret this License, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, plus reasonable attorneys' fees. Should ANAHEIM be named in any suit brought by any third party against CONTRACTOR in connection with or in any way arising out of CONTRACTOR's or CONTRACTOR's Designees' occupancy or use of the Premises under this License, CONTRACTOR shall pay to ANAHEIM its costs and expenses incurred in such suit, including reasonable attorneys ' fees.

N. Security Measures. CONTRACTOR acknowledges that ANAHEJM makes no representation or warranty, express or implied, regarding the security of the Premises or the need for or propriety of any security measure s at the Premises; and CONTRACTOR further aclmowledges that ANAHEIM shall have no obligation whatsoever to provide guard service or any other security measures . CONTRACTOR expressly assumes all responsibility for the protection and security of the Premises, CONTRACTOR, CONTRACTOR's Designees and prop erty within the Premises from any and all acts of any third party.

0. No Obli gation to Third Parties. Execution and issuance of this License shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than ANAHEIM, the City and CONTRACTOR.

P. Waiver . Any waiver by any party of a breach of any provision of this License shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or of another provision hereof.
9 Q. ANAHEIM's Liabilit y on Termination. CONTRACTOR hereby waives all damages or claims for damag e that may be caused by any action of ANAHEIM in temrinating this License (either with or without cause), or ta1cing possession of the Premises as provided in this License or at law, and CONTRACTOR waives and releases any claims, demands, causes of action , whether known or unknown, fixed or contingent, against the ANAHEIM, and its respective officers, employees, representatives, successor s and assigns based upon, arising from, or relating to the termination of this License. This waiver and release shall include, without limitation, any and all claims in relation to the Premises or CONTRACTOR or CONTRACTOR's Designees for relocation assistance or benefits arising from the California Relocation Act (commencing with Section 7260 of the California Government Code) , the Unifonn Relocation Assistance and Real Premises Acquisition Public Act of 1970 (42 U.S.C. Sections 4601 et seq.), and any similar or analogous enactment or rule or regulation promulgated pursuant thereto. This paragraph shall be interpreted to give effect to the intent of the parties that CONTRACTOR, who has had the opportunity to consult with legal counsel of its choosing, and has engaged in active negotiations as to all of the tenns and provisions of this License, shall receive no relocation compensation, benefits , remuneration, advice, or assistance. By waiving and forever releasing claims both known and unknown, CONTRACTOR expressly waives any rights under California Civil Code Section 1542, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT

THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM

MUST HA VE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

CONTRACTOR'S INITIALS
10 7. MAINTENANC E
A. CONTRACTOR shall, at CONTRACTOR's expense, keep in good order, condition and repair, the entire Premises including, but not limited to all utilities, site furnishings and day-to-day maintenance. CONTRACTOR shall also pay ANAHETh1. for all repairs necessitated by CONTRACTOR or CONTRACTOR's invitees' misuse of the Premises and the public property adjoining thereto. CONTRACTOR shall repair all vandalism damage to the Premises and CONTRACTOR buildings within five (5) days of occurrence of said damage.

B. CONTRACTOR's Obligation to Maintain Premises. CONTRACTOR expressly agrees to maintain the Premises in a safe, clean, wholesome, and sanitary condition and free of trash and debris, to the complete satisfaction of ANAHEIM and in compliance with all applicable laws.

C. CONTRACTOR's Default of its Maintenance Duties. In the event that CONTRACTOR fails, neglects or refuses to remove trash or debris deposited by CONTRACTOR or CONTRACTOR's Designees on the Premises or to maintain or make repairs or replacements as required by this License, ANAHEIM shall notify CONTRACTOR in writing of such failure or refusal. Should CONTRACTOR fail or refuse to correct such default within ten (I 0) days of receipt of such written notice from ANAHEIM, ANAHEIM may, but shall not be required to, itself or by contract, undertake the necessary maintenance, repair or replacements; and the cost thereof, including but not limited to the cost of labor, materials and equipment and procurement of insurance, plus an administrative fee in the amount of fifteen percent ( 15%) of the sum of such costs, shall be paid by CONTRACTOR to ANAHEIM within ten (10) days of CONTRACTOR's receipt of a statement of such costs from ANAHEIM. Any such maintenance, repair or replacement by or on behalf of ANAHEIM shall not be deemed to be a waiver of CONTRACTOR's default under this License, and shall not in any way impair, prevent or restrict ANAHEIM from exercising any of its rights or remedies set forth in this License or otherwise provided at law.
11 8. IMPROVEMENTS OR ALTERATIONS
A. CONTRACTOR shall not alter the Premises in any manner without the prior written consent of ANAHEIM CONTRACTOR shall, before making any improvements or alterations, and at its own cost and expense, secure or cause to be secured any and all pennits and approvals in writing from ANAHEIM which may be required.

B. CONTRACTOR , at its cost, shall restore the Premises to the condition designated by ANAHEIM upon termination or expiration of the License Agreement.

C. Prior Consent for Improvements . CONTRACTOR shall not make any alteration of or improvement to the Premises without the prior written approval of ANAHEil\.1.

D. In the event that CONTRACTOR desires to make any alteration, improvement , addition or utility installation in or about the Premises, CONTRACTOR shall present such reque st in writing to ANAHEIM, together with detailed plans of the proposed alteration or improvement; and CONTRACTOR shall not commence such alteration or improvement unless and until ANAHEIM has granted approval thereto in writing.

E. In the event that ANAHEilvl grants written approval to any requested alteration of or improvement to the Premises, such approval shall be deemed conditioned upon CONTRACTOR acquiring all governmental licenses, approvals and permits required therefor , and such alteration or improvement shall be constructed in strict conformance with the plans approved therefor by ANAHEIM. Once approved by ANAHEIM, no changes or alterations shaJI be made to the plans without the prior written approval by ANAHEIM. Said approved plans shall automatically become attachments to this License and be inc01porated herein.

F. In the event that ANAHE™ grants written approval to any requested alteration of or improvement to the Premises, CONTRACTOR shall construct such alteration or improvement in strict conformance with such approval at CONTRACTOR's sole cost and expense.

G. Ownershi p of Improvements. All improvements constructed or placed within the Premises by CONTRACTO~ including but not limited to raised planters , landscaping, inigation systems, electrical and other utilities shall, upon the completion of constru ction, 12 installation or placement within the Premises, be free and clear of all liens, claims and liability for payment for labor and material. Unless otherwise authorized by the ANAHEIM:, such improvements shall be removed from the Premi ses at the expiration of this License and the Premises shall be restored to the condition that existed prior to the improvements being constructed at CONTRACTOR 's sole cost and expense.

H. Modification of Alterations or Improvements . In the event that CONTRACTOR desires to modify or add to any alteration of or improvement to the Premi ses, CONTRACTOR shall not commence any such modification or alteration without the prior written consent of the Executive Director.

I. Mechanics Liens or Stop-Notices. CONTRACTOR sh.all at all times indemnify and save ANAHEIM harmless from all claims , losses, demands, damage s, costs, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment , or facilities within the Premises, and from the cost of defending against such claims, including attorney fees and costs.

In the event a lien or stop-notice is imposed upon the Premises as a result of such construction, repai r, alteration, or installation, CONTRACTOR shall either:
(a) Record a valid Release of Lien, or
(b) Procure and record a bond in accordan ce with Section 3143 of the Civil Code, which frees the Premises from the claim of the lien or stop-notice and from any action brought to foreclose the lien.

Should CONTRACTOR fail to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop-notice, this License shall be in default and shall be subject to immediate termination.

9. TERM
The term of thi s Licens e Agreemen t shall commence on the date this Agreem ent is executed by ANAHEIM and shall termi nate five (5) years thereaft er, unless extend ed as provided herein or termin ated earlier as provided in Section 7 herein ("Ini tial Tenn"). 13 The Director of Community Services is hereby authorized to extend the tenn of this Agreement upon the same terms and conditions for no more than five (5) one-year terms after the Initial Tenn.

10. VACATION OF PREMTSES
A. CONTRACTOR shall peaceably vacate the Premises and every part thereof at the expiration of the tenn of this Agreement, or upon the voluntary or other surrender of this Agreement by CONTRACTOR or mutual cancellation thereof. CONTRACTOR at such time shall remove all equipment, temporary structures, and installations, except for fixtures , and repair any damage caused by the installation or removal of such items .

B. ANAHEIM shall be entitled, at all reasonable times, to go onto the Premises for the purpose of inspecting the Premises, or for the purpose of inspecting the performance by CONTRACTOR of the terms and conditions of this Agreement, or for the purpose of posting and keepin g posted thereon notices of non-responsibility for any construction, alteration, or repair thereof, as required or pemutted by any law or ordinance.

C. CONTRACTOR expressly agrees that the Fire Marshal of the City of Anaheim or the State of California shall at all times be entitled to go upon the Premises for the purpose of inspecting same to ensure compliance with all applicable ordinances, rules, regulations and provisions of the City of Anaheim relating to fire protection and safety.

11. ASSIGNMENT , ENCUMBRANC E, OR USE BY OTHERS
CONTRACTOR shal) not assign, encumber, or hypothecate its interest in this Agreement, or in the Premises, and shall not subject the Premises or any part thereof, or any right or privilege appurtenant thereto , or suffer any other person (the agents, employees, and members of CONTRACTOR excepted) to occupy or use the Premises , or any portion thereof, without the prior written consent of ANAHEIM; and a consent to one assignment, encumbrance, hypothecation, occupation, or use by another person shall not be deemed to be a consent to any subsequent assignment, encumbrance, hypothecation, occupation, or use by another person. Any such assignment, encumbrance, hypothecation, occupancy or use without such consent shall be void and unlawful and shall, at ANAHEIM's option, terminate this Agreement. This Agreement 14 shall not, nor shall any interest therein, be assignable, as to the interest of CONTRACTOR by operation oflaw, without the written consent of ANAHEIM.

12. LOSS OR DAMAGE
CONTRACTOR shall be responsible for all loss or damage to ANAHEIM's equipment or other personal property or to ANAHEIM's Premises occasioned by or arising out of use thereof by CONTRACTOR or its employees, volunteers or invitees, and CONTRACTOR shall indemnify and reimburse ANAHEIM from any and all such loss or damage.

13. INSURANCE
Without limiting ANAHEIM'S right to indemnification, it is agreed that CONTRACTOR sh.all secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:

I.Workers ' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.

2.Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Sexual Abuse and Molestation, Bodily Injury, Personal Injwy Liability, Products/Completed Operations Liability, and Independent CONTRACTOR'S Liability, in an amount not less than $5,000,000 per occurrence, $5,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence , provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. (This coverage written with a Self-Insured Retention must be submitted for approval by the Risk Manager prior to the inception of the final Agreement.)

3. Comprehensive Automobile Liability Coverage including-as applicable- owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law. 15 Each insurance polic y required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:
"This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium that shall provide for not less than ten (10) days' notice."
Each insurance policy required by this Agreement , except policies Workers' Compensation, shall contain the following clauses or shall otherwise provid e for the following conditions:
"It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self insurance maintain ed by the City of Anaheim."
"The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- design ated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses reference d above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insur ance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best's rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from 16 ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the · insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:

1. Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) that become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;

2. Terminate this Agreement
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR'S failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limiting the extent that an CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR'S, (or CONTRACTOR'S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.

In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such finns maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR wider this Agreement (except for firms that are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM. 17 ANAHEIM'S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in ANAHEIM'S best interest

14. INDEMNIFICATION
As respects acts, errors or omissions arising out ofCONTRACTOR's operations under this AGREEMENT, CONTRACTOR agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), ai·ising out of or in connection with CONTRACTOR'S (or CONTRACTOR'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

ANAHEIM'S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in ANAHEIM'S best interest.

15. PROFESSIONAL PRACTICES.

All of CONTRACTOR's or CONTRACTOR's contractors' services to be provided by or on behalf of CONTRACTOR pursuant to this Agreement shall be provided by personnel experienced and/or licensed in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professionals in similar circwnstances in accordance with sound professional practices. Services provided by and through the CONTRACTOR will be furnished in accordance with generally accepted professional practices and principles and under the supervision of professionals licensed jn the State of California.
18 CONTRACTOR assumes responsibility for any and all negligence, errors or omissions that CONTRACTOR commits and any and all such negligence, errors or omissions committed by a subcontractor of CONTRACTOR in performance of this Agreement.

16. WASTE AND NIDSANCE PROHIBITED
A. CONTRACTOR agrees (i) not to use, or suffer or permit the Premises or any part thereof to be used in any manner that will constitute a nuisance or an unreasonable annoyance to the owners or occupants of the Premises or property adjacent to the Premises, or for any extra-hazardous purposes; and, {ii) not to conduct or carry on any activity in violation of any regulation, order of law, statute, bylaw, or ordinance of any governmental agency having jurisdiction or the regulation of the Department of Community Services. The Premises and every part thereof shall be kept by CONTRACTOR in a clean, sanitary and wholesome condition, free from any objectionable noises, odors or nuisances, public or private.

B. CONTRACTOR shall, to the reasonable satisfaction of ANAHEIM, keep and maintain the Premises and improvements of any kind which may exist or be placed thereon in good condition and repair. It shall be CONTRACTOR' s responsibility, at CONTRACTOR' s sole cost and expense, to take all steps necessary to maintain such a standard of condition and repair equal to or better than the standard of condition and repair that exists on such Premises.

C. CONTRACTOR, expressly agrees to maintain the Premises in a safe, clean, wholesome, and sanitary condition, to the reasonable satisfaction of ANAHEIM and in compliance with all applicable laws. CONTRACTOR further agrees to provide approved containers for trash and garbage and to keep the Premises free and clear of rubbish, litter, and debris. ANAHEIM shall have the right to enter upon and inspect the Premises at any time for cleanliness and safety, and compliance with all applicable laws and regulations.

17. WAREHOUSING
CONTRACTOR agrees that the grounds will be not used for warehousing of materials or major maintenance repairs or overhauling of vehicles. 19 18. O.S.H.A & A.D.A.

CONTRACTOR covenants at all times during the Term of this License Agreement to comply, to the best of its ability with the requirements of the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq. and the Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq. and any analogous legislation in California (collectively the "Acts"), to the extent that the Acts apply to the Premises and any activities thereon.

19. PARTIES' REPRESENTATIVES.

A. CONTRACTOR shall designate m writing to ANAHEIM on-site representatives who shall be responsible for the day-to-day operation and level of maintenance, cleanliness, and general order .

B. The Director of Community Services or his or her representative shall represent the City of Anaheim in all matters so assigned under this License Agreement and shall be responsible for the administration of this License Agreement. Nothing contained in this Section shall be construed to authorize the Director of Community Services, or his or her representative, to amend, cancel, waive, or otherwise modify any terms of this License Agreement, except to the extent such changes or modifications are expressly authorized by this License Agreement.

20. ASSIGNMENT , SUBLETTING AND RENTAL
A. ANAHEIM' s Consent Required. CONTRACTOR shall not, directly or indirectly, nor by operation oflaw , assign this License Agreement , or any interest herein, and shall not sublet or rent the Premises or any part thereof, nor permit any other person or entity (the agents, servants and invitees of CONTRACTOR excepted) to occupy or use the Premises, or any portion thereof: without first obtaining the written consent of ANAHEIM' s Representative , which consent shall be granted or withheld in the sole discretion of ANAHEJM's Representative. Any assignment , subletting or rental without the prior written consent of ANAHEIM 's Representative shall be voidable at the election of ANAHEIM' s Representative , which election can be made at any time until six (6) months after ANAHEIM is given written notice thereof. The consent of ANAHEIM's Representative to any assignment, subletting or rental shall not relieve CONTRACTOR from each and all of CONTRACTOR' s obligations hereunder , and 20 CONTRACTOR shall continue to remain jointly and severa1ly liable hereunder with such assignee, sub tenant or renter.

21. ANAHEIM'S ACCESS
ANAHEIM and ANAHEIM's agents shall have the right to enter the Premises and make any repairs or restoration as may be needed to maint ain the Premises in the condition required under this License Agreement or to restore the Premises after any damage to or destruction of the PreIIUses.

22. PARTIES' RESPONSIBILITIES UNDER THE LICENSE
ANAHEIM shall pay for all water, light, power, rubbish removal and other utilities supplied to the Premi ses and used by CONTRACTOR.

23. DEFAULTS AND REMEDIES
A. Default b y CONTRACTOR
Defaul t by CONTRACTOR shall exist due to the failure by CONTRACTOR to comply with any term , covenant or condition of this License Agreement and failur e to remedy the same within thirty (30) days after written notice from ANAHEJM's Repre sentative specifying the nature of such default, unless such default, by its nature cannot be cured within thirty (30) days, in which case, CONTRACTOR shall not be deemed in default so long as CONTRACTOR commences such remedy within thirty (30) days of such written notice and diligently prosecutes the same to completion. In no event shall the period of such cure exceed sixty ( 60) days. If at the end of sixty (60) days, LESSOR has failed to cure the breach, ANAHEIM, in its sole discretion, may proceed immediately to terminate this Licens e Agreement or take such other action as is available at law or in equity.

B. ANAHE IM'S REMEDIES. In the event of any such default or breach by CONTRACTOR, ANAHEIM may at any time thereafter, with or without notice of demand and without limiting ANAHEIM in the exercise of any right or remedy which ANAHEIM may have by reason of such default or breach:

1. Terminate CONTRACTOR's License by any lawful means, in which case CONTRACTOR shall immediately surrender possession of the Premises to 21 ANAHEIM. In such event ANAHEIM shall be entitled to recover from CONTRACTOR all damages incurred by ANAHEIM by reason of CONTRACTOR' s default, including, but not limited to, the cost of recovering possession of the Premises and reasonable attorneys' fees

2. Pursue any other remedy now or hereafter available to ANAHEIM under the laws of judicial decisions of the State of California.

24. TERMINATION
A. Tennination Without Cause. Either party may terminate this License Agreement at any time by giving prior written notice to the other party at least thirty (30) days prior to the effective date of termination.

B. Termination With Cause.

1. If CONTRACTOR should be adjudged bankrupt or should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, ANAHEIM may terminate this License Agreement.

2. If CONTRACTOR should disregard any applicable laws and ordinances or be in violation or breach of any provision of this License Agreement, ANAHEIM may terminate this License Agreement and CONTRACTOR's License hereunder.

3. Prior to termination of this License Agreement for cause, ANAHEIM shall give CONTRACTOR thirty (30) calendar days written notice. Upon receipt of such termination notice , CONTRACTOR shall be allowed thirty (30) calendar days to cure such breach or deficiencies to the satisfaction of ANAHEIM. If CONTRACTOR, after receiving written notice of default, fails to fuliill its obligations under this License Agreement within thirty (30) days following receipt of such notice, ANAHEIM may terminate this License Agreement upon giving at least five (5) days' prior written notice to the CONTRACTOR.

4. Provisions of this License Agreement pertaining to loss, damage and indemnification shall survive termination of this License Agreement.

25. EQUAL OPPORTUNITY - NONDISCRIMINATION
A. CONTRACTOR shall comply with Title VI and VII of the Civil Rights Act of 1964, as amended; the Age Discrimination Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; Title II of the Americans with Disabilities Act of 1990; California Civil 22 Code Section 51 et seq., as amended , California Government Code Section 12940(c), (h), (I), (i), and G); and other applicable federal and state laws, as well as their implementing regulations, and any other law pertaining to Equal Employment Opportunity Affinnative Action and Discrimination as each may now exist or be hereafter amended. CONTRACTOR shall not discriminate against any employee, or applicant for employment and shall not withhold any services, benefits or facilities to any participan t on the basis of an ethnic group identification, race, color, national origin or ancestry, religion, age, sex, marital status, political belief, religious creed, physical disability, mental disability, sexual orientation or medical condition.

26. POLITICAL ACTIVITY
CONTRACTOR agrees that the Premises shall not be used to promote, directly or indirectly , any political party, political candidate or political activity, except as permitted by law.

27. GOVERNING LAW
This Agreement shall b e governed by the laws of the State of California. If any portion of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.

28. COMPLIANCE WITH LAWS
In the performance of this Agreement, CONTRACTOR shall abide by and conform to any and all applicable laws of the United States, the State of California and the City Charte r and Ordinances of ANAHEIM. This is including , but not limited to any order s issued by the State of California and the County of Orange.

29. COMPLIANC E WITH PUBLIC RESOURCES CODE SECTION 5164 CONTRACTOR shall ensure that all employees, volunteers, administrators, contractors, consultants perfonning services on the Premises are in compliance with Public Resources Code Section 5164. Prior to perfonning any services in accordance with this License and this Paragraph 13, CONTRACTOR shall provide to ANAHEIM a certified statement that it is in compliance with Public Resources Code Section 5164 . 23 30. POSSESSORY INTEREST
CONTRACTOR recognizes and understands that this License Agreement may create a possessory interest subject to property taxation and in such a case CONTRACTOR agrees to pay any property taxes levied on such interest.

CONTRACTOR agrees to pay any and all taxes which may be levied against it based on this License Agreement or its use of Youth Center, including any tax which may be levied against any possessory interest in the real property therein, and expressly indemnifies ANAHEIM from liability for payment of such taxes.

31. INDEPENDENT CONTRACTOR
The relationship of the parties hereto shall be that of independent contractor, and no officer, employee, or agent of either party shall be deemed an officer, agent, or employee of the other for any purpose . ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and CONTRACTOR agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.

32. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the parties hereto, and supersedes all proposals, oral or written, and all other communications between the parties with respect to the subject matter of this Agreement If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provision s of this Agreement are intended to be and shall be deemed severable. The parties shall agree, if reasonably practicable , upon provisions which are equivalent from an economic point of view to replace any provision which is detennined to be invalid.
24 33. NOTICES
Notices and cormmmication concerning this Agreement shall be sent to the following addresses:

ANAHEIM
City of Anaheim
Attention: City Clerk
200 S. Anaheim Boulevard
Anaheim, CA 92805

CONTRACTOR
Growth Opportunities Through Athletics,
Learning & Service
Attn: David Wilk
1170 N. La Palma Park Way
Anaheim , CA 92801
Either party may chang e its address by written notice to the other.

34. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONTRACTOR shall, at ANAHEIM ' s request, deliver a certified copy of it governing board ' s resolution or certificate authorizing or evidencing such execution.

35. EFFECTIVE DATE
This Agreement shall be effecti ve on the date on which this Agreement is executed by ANAHEIM ("Effective Date").
[SIGNATURES ON FOLLOWING PAGE)
25 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY
By ____ _ _ _ _ ___ _
Date
Bryn M. Morley
Deputy City Attorney
------- - - - -146750

CITY OF ANAHEIM,
a municipal corporation
By ______ ____ _
Mayor Pro Tem of the City of Anaheim
ATTEST:

City Clerk
"ANAHEIM"

GROWTH OPPORTUNITIES THROUGH

ATHLETICS, LEARNING & SERVICE (GOALS),
a California non-profit corporation
By ____________ _
Printed Name --------- -
Title ---- - - - - - - - -
"CONTRACTOR"
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EXHIBIT A

LICENSE AQREEMENT
THIS AGREEMENT, dated for purposes of identification only this .:2. 5,-fday of ,/1,h//ed'lbt'/l,, , 2004, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM, '
A
N
D
DISNEY GOALS, INC., a California non-profit corporation, hereinafter referred to as "CONTRACTOR"
WIT NE S S ETH:

WHEREAS, ANAHEIM is the owner of certain facilities located at 1151 La Palma Park Way Avenue in the City of Anaheim, known as the Martin Recreation Center. which it desires to license to CONTRACTOR for conducting hockey skating and training for area youth; and WHEREAS, CONTRACTOR is willing to provide certain skating training services for area youth; and
WHEREAS, the parties desire to clarify and describe their respective rights and responsibilities regarding the facilities and the youth program.

NOW, THEREFORE, .FOR AND IN CONSIDERATION OF Tiffi MUTUAL

PROMISES, COVENANTS, AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. PREMISES
ANAHEIM hereby licenses to CONTRACTOR the facilities located at1151 La Palma Park Way, Anaheim, California, which facilities are shaded in green on the attached diagram and incorporated as "Exhibit A" ("The Premises") as follows:

A. CONTRACTOR shall have shared use of the multipurpose room large enough to accommodate CONTRACTOR's daily attendance up to 30 participants, and kitchen and restrooms as follows: Monday, Wednesday and Friday, 8:00 a.m. - 10:00 p.m; Tuesday and Thursday, 8 a.m. to 5 p.m.; and on Saturday and Sunday depending upon availability subject to prior reservations. The multipurpose room, kitchen and restrooms are identified on Exhibit A. The 1 2
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foregoing facilities will be made available, except for the following occasions when the facilities have been reserved by others and are not available under this License; Lions Club events, Community Center rentals, Senior Center events , special events and special facility maintenance.

B. ANAHEIM shall have sole discretion regarding scheduling the use of the Premises, including allocations of space or rooms, and canceling, rescheduling, or relocaring activities based on the priorities of ANAHEIM.. The Premises shall be made available to the community and CONTRACTOR shall not have exclusive use thereof . The Premises will be available for rental to individuals, groups , and organizations as determined by ANAHEIM.

C. ANAHEIM shall have sole authority to assign all office, storage and activity space on the Premises .

D. ANAHEIM shall have sole authority to approve all modifications, renovations, or construction to the Premises. No equipment or furnishings shall be added without ANAHEIM's prior approval.

2. ANAHEIM'S RESPONSIBILTIY REGARDING PREMISES:

A. ANAHEIM shall pay for all water, light, power, rubbish removal, and other utilities supplied to the Premises and used by CONTRACTOR during the term of this Agreement.

B. ANAHEIM shall pay, or cause to be paid before delinquency, any and all taxes (including any possessory interest taxes which may be levied with respect to any property interest created hereby ), assessments , license fees and public charges, levied , assessed , imposed or which may become payable during the term of this Agreement upon the Premises or any improvements there to.

C. ANAHEIM shall keep and maintain the Premises in good order, condition, and repair al its sole cost and expense .

D. ANAHEIM sha11 establish and enforce, with CONTRACTOR's cooperation. - 2-
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ordinances, policies, and procedures governing the Premises. ANAHEIM's facility rules shall not be superseded by the rules of any organization utilizing the Premises, unless ANAHEIM's rules conflict with federal, state, or local requirements.

3. ANAHEIM'S RESPONSIBILITIES REGARDING PROGRAMS
A. · ANAHEIM shall designate a staff member, who shall be the liaison between ANAHEIM and CONTRACTOR and shall interpret ANAHEIM's policies and procedures.

ANAHEilvt staff shall not operate CONTRACTOR's activities or pTOgrams.

B. ANAHEIM shall maintain its funds separate from any other organization, and shall not handle any CONTRACTOR's monies or conduct any CONTRACTOR's financial business.

4. CONTRACTOR'S RESPONSIBILITY REGARDING PREMISES.

A. ht order to utilize the Premises for the purposes set forth in this License, CONTRACTOR shall be authorized to make the following temporary building improvements subject to CON1RACTOR 's obtaining all pennits and approvals required under applicable law:

The placement of temporary. moveable hockey "Boards" made of hard plastic, topped by Plexiglass and netting as appropriate for the safety of users of the Premises. The Boards shall not cause damage to the floor of the Premises either while being placed into position or while in position for play.

The placement of a flooring surface of "sport-tile" that wHJ accommodate skating.

Replacing lighting fixtures with protected fixtures.

Repainting and repairing as needed of minor dry rot or damaged exterior and interior wood, stucco or other building materials.

B. All temporary facility equipment as described in Exhibit B shall be removed or stored in an unobtrusive and safe location after instructional periods so that other users shall have unimpeded access to and use of the Premises.

5. CONTRACTOR's RESPONSIBILITIES REGARDING PROGRAMS
A. CONTRACTOR shall conduct all aspects of CON1RACTOR's program activities and services including set~up of CONTRACTOR's equipment, materials and supplies, -3-
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1 clean-up of same, and leadership of activities. ANAHEIM assumes no responsibility for any 2 liability arising from CONTRACTOR's programs.
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5 monies.

B. CONTRACTOR shall conduct and handle all aspects ofits own finances and C. CONTRACTOR shall conduct its own clerical duties related to 6 CONTRACTOR's administration and operation, inc1uding writing , typing and photocopying of 7 correspondence, reports, records, etc.
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28 D. CONTRACTOR shall conduct its own purchasing, receiving, storing, inventory, and maintenance of its own supplies.

E. CONTRACTOR shall transport and maintain aU materials , supplies, and equipment related to the operation of CONTRACTOR and its programs. CONTRACTOR shall maintain and repair all CONTRACTOR equipment used by CONTRACTOR .

F. CONTRACTOR shall routinely provide nonnal cleaning of activity areas, utensils, and supplies at the conclusion of CONTRACTOR 'S activities including, but not limited to, counter tops, table tops, coffee pots, sinks, dishes, flatware, kitchen appliances , floors, etc.

G. CONTRACTOR shall maintain fire and theft insurance covering major CONTRACTOR equipment stored at the Premises.

I. . CONTRACTOR shall provide adequate supervision of all programs , participants, volunteers, staff, and other invitees of CONTRACTOR, J. CONTRACTOR shall be assigned three (3) sets of keys to the building used by CONTRACTOR . The keys are the express respons ibility of CONTRACTOR and are to be used only by authorized employees. Keys are not to be duplicated unless authorized by ANAHEIM.

6. TERM
This License Agreement shall commence on the latest date of execution set forth below and shall continue through January 30, 2006, unless sooner terminated in accordance with Paragraph 7 below .

7. TERMINATION
Either ANAHEIM or CONTRACTOR may terminate this Agreement, with or - 4-
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without cause, upon giving the other party at least thirty (30) days' prior written notice.

8. VACATION OF PREMISES
A. CONTRACTOR shall peaceably vacate the Premises and every part thereof at the expiration of the tenn of this Agreement, or upon the voluntary or other sUITender of this Agreement by CONTRACTOR or mutual cancellation thereof . CONTRACTOR at such time shall remove all equipment, temporary structures, and installations, except for fixtures , and repair any damage caused by the installation or removal of such items.

B. ANAHEIM shall be entitled. at all reasonable times, to go onto the Premises for the purpose of inspecting the Premises, or for the purpose of inspecting the performance by CONTRACTOR of the terms and conditions of this Agreement, or for the purpose of posting and keeping posted thereon notices of non-responsibility for any construction , alteration, or repair thereof, as required or permitted by any law or ordinance.

C. CONI'RACTOR expressly agrees that the Fire Marshal of the City of Anaheim or the State of California shall at al] times be entitled to go upon the Premises for the purpose of inspecting same to ensure compliance with all applicable ordinances, rules, regulations and provisions of the City of Anaheim relating to fire protection and safety.

9. ASSIGNMENT. ENCUMBRANCE. OR USE BY OTHERS
CON'IRACTOR shall not assign, encumber, or hypothecate its interest in this Agreement, or in the Premise s, and shall not subject the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents, employees, and members of CONTRACTOR excepted) to occupy or use the Premises , or any portion thereo f, without the prior written consent of ANAHEIM; and a consent to one assignment, encumbrance, hypothecation, occupation, or use by another person shall not be deemed to be a consent to any subsequent assignment, encumbrance , hypothecation , occupation, or use by another person. Any such assignment, encumbrance, hypothecation, occupancy or use without such consent shall be void and unlawful and shall. at ANAHEIM's option, tenninate this Agreement This Agreement shall not, nor shall any interest therein, be assignable, as to the interest of CONTRACTOR by operation of law, without the writt en consent of ANAHEIM.
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10. LOSS OR DAMAGE
CONTRACTOR shall be responsible for all loss or damage to ANAHEIM's equipment or other personal property or to ANAHEIM's Premises occasioned by or arising out of use thereof by CONTRACTOR or its employees, volunteers or invitees, and CONTRACTOR shall indemnify and reimburse ANAHEIM from any and all such loss or damage.

11. INSURANCE
Without limiting ANAHEIM's right to indemnification, CONTRACTOR shall secure, prior to commencing any activities under this Agreemen t, and maintain during the term of this Agreement , insurance coverage as follows:

Comprehensive General Liability Insurance coverage, or commercial general liability coverage including coverage for premi ses and operation s, contractual liability , personal injury liability, product liability coverage and broad form property damage, in an amount of not less than one million doJlar s ($ 1,000,000 .00) per occurrence, combined single limit, written onm an occurrence form;
Workers' Compensation insurance as required by state statutes; Comprehensive Automobile Liability coverage, including. as applicable, owned. non owned and hired auto is an amount of not less than One Million Dollars per occurrence , combined single limit, written on an occurrence form.

Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEJM certificates of insurance confirming the coverage required by this Agreement and providing for thirty (30) days' notice of cancellation or tenninatio n as provided in the Notice section of this Agreement.

By endorsement, the City of Anahe im and its officers, agents, employees and volunteers shall be named as additional insureds as respects the operation s and activities of the named insured performed under this Agreement . Said endorsernent(s) shall be signed by an authorized repre sentative of the insuran ce company, and shall be delivered to ANAHEIM within thirty (30) days of the execution date of this Agreement. Prior to commencing work, it shall be CONIRACTOR 's responsibility to deliver to ANAHEIM Insurance Certificates confirming the -6-
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existence of the above insurance and endorsements in a form acceptable to ANAHEIM, which show that the individual signing said endorsement is actually authorized to do so by the insurance company.

In addition to any other remedy ANAHEIM may have for CONTRACTOR' s failure to provide or maintain the required insurance or provide the required notice thereof , ANAHEIM may order CONTRACTOR to vacate the Premises or may terminate this Agreement, in ANAHEIM 's sole discretion. Exercise of any ofth above remedies shaIJ be an alternative to any other remedies ANAHEIM may have , and is not the exclusive remedy for failure to maintain or secure required insurance.

Nothing in this section shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payment of damages to any person or persons resulting from CONTRACTOR's perfonnance of the Agreement or occupation of the Premises herein.

12. INDEMNJFICATION
CONTRACTOR shall indemnify, defend (at Anaheim's option) and hold harmless ANAHEJM, its officers, agents, employees, representatives, and volunteers from and against any and all damages , claims , demands , defense costs, actions, liability , or consequential damages, including, but not limited to, damage to property, and for injury to or death of any person, to the extent arising out of or in connection with any act or omission of CONTRACTOR, jts agents, instructees, employee s, or members , or CONTRACTOR' s performance or failure to perfonn under this Agreement, excepting full liabilities to the extent arising out of the neg]igence or willful misconduct of ANAHEIJ\,1 or any other user of the Premises.

13. ENTIRE AGREEMENT
This writing constitutes the entire Agreement between the parties with respect to the subject matter hereof , and supersedes all oraJ or written representations or written agreement s which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto.

14. WANER
No failure by either ANAHEIM or CONTRACTOR to insist upon the strict -7-
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performance by the other of any covenant, agreement , term, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term, or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement, and tenn of this Agreement shall continue in full force and effect with respect to any other or subsequent breach.

15. LAWS GOVERNING CONSTRUCTION OF TERMS
This Agreement shall be governed by the laws of the State of California. If any ponion of this Agreement is held invalid under any ~pplicable statute or rule of law, then such portion only shall be deemed invalid.

16. NOTICES
addresses:

Notices and communication concerning this Agreement shall be sent to the foil owing

ANAHEIM
City of Anaheim
Attention: City Clerk
200 S. Anaheim Boulevard
Anaheim, CA 92805

CONTRACTOR
Disney GOALS, Inc.

Attn: David Wilk
1170 N. La Palma Park Way
Anaheim , CA 9280 l
Either party may change its addre ss by written notice to the other.

J 7. EFFECTIVE DA TE AND AlITHORITY:

CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CON1RACTOR hereto.

The effective date of this Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) of CONTRACTOR'S signator(s), CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insen the date of executi on by CONTRACTOR's signator (s) as the date said Agreement, as executed by CONTRACTOR, is received by ANAHEIM.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be -8 -
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executed on the dates hereinafter respectively set forth.

DA TE OF EXECUTION:
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DAIB OF EXECUTION:
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By-h'-~~~~':-:c--~~=~
h/ Sr. Assistant City Attorney
la1e_..L-_?_?.__· -_c)___,,.C~-
ss633.1
a municip rporation CITYOF~.
...-.r..-r
By._--..::!!~~----w1-----
Mayor of the City f Anaheim
~x::&~ tHyClerk
"ANAHEIM"
Disney GOALS, Inc. , a California
non-_p~fit corporation • ~
By -)ow au~
Printed Name-2) Qvr: h., / 1 ~
Title O:e0 t.tk,,-....s:<),,.w, .. M,._
"CONTRACTOR"
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Attachment "B"
Martin Recreation Center Use Agreement
Disney GOALS and City of Anaheim
Temporary GOALS facility equipment will include:

Sport tile for recreational use. This would be put down over the existing floor but would not be nailed. glued or in any other way affixed permanently to the floor.

The City of Anaheim is requiring that a two mm rubber overlay be installed between the existing flooring and the sports tile flooring.

The City of Anaheim must approve materials and installation dates prior to installation. Installation of flooring must be completed during the designated time frames to ensure that other user groups are not impacted by installation.

Temporary GOALS facility equipment may include:

Rink enclosure. A self-supporting rink system with plastic "boards" and netting/Plexiglas topping is expected to be acquired. Such a portable system will enable indoor recreation activities such as roller hockey, ringette hockey, polo hockey or even speed soccer.

Miscellaneous. Some in-line skates, sticks, and other related sports equipment may be temporarily used on-site. This equipment will enable users who do not own or cannot afford to purchase equipment the opportunity to enjoy recreational opportunities with GOALS. As with our hockey use at Disney ICE it is anticipated that this equipment will be brought over for use on an as needed basis and returned to GOALS headquarters ( 1170 La Palma Park Way) following the particular activity and use. 1 2
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AGR- 3450.1 C:l

OAIGINAL

AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT, dated for pWJ>oses of identification only this31 day of Januar:y2006, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter
referred to as "ANAHEIM,"
A
N
D
DISNEY GOALS, INC., a California non-profit
corporation, hereinafter referred to as "CONTRACTOR."
W I T ~ E S S EI H:

WHEREAS, the parties have previously entered into a written license agreement dated November 23, 2004 (hereinafter, the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to extend the tenn of thereof, and to make other modifications thereto relating to the use of ANAHEIM's facilities by CONTRACTOR and CONTRACTOR' s insurance requirements.

NOW, THEREFORE, FOR AND INCONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Section 1.A of the Agreement is hereby amended to read as follows:
"ANAHE IM hereby licenses to CONTRACTOR the facilities
located atl 151 La Palma Park Way, Anaheim, California, which facilities are shaded in green on the attached diagram and incorporated as 11 Exhibit A" ("The
Premises") as follows:

A. CONTRACTOR shall have shared use of the multipurpose room large enough to accommodate CONTRACTOR's daily attendance up to 30 1 2
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participants, and kitchen and restrooms as follows: Monday through Friday, 8:00 a.m. - 10:00 p.m. The multipurpose room, kitchen and restrooms are identified on Exhibit A. The foregoing facilities will be made available, except for the following occasions when the facilities have been reserved by others and are not available under this License: Lions Club events, Community Center rentals, Senior Center events, special events and special facility maintenance. ANAHEIM will provide CONTRACTOR with a written list of dates when facilities are not available at least 30 days prior to those dates. CONTRACTOR shall use this License and the Premises solely to conduct a hockey skating and training program and provide recreational/social activities for area youth."

2. Section 4.A of the Agreement is hereby amended to read as follows:
"A. In order to utilize the Premises for the purposes set forth in this License, CONTRACTOR must ensure that the placement of temporary, moveable hockey "Boards" made of hard plastic, topped by Plexig1ass and netting as appropriate for the safety of users of the Premises shall not cause damage to the floor of the Premises either while being placed into position or while in position for play."

3. Section 6 of the Agreement is hereby amended to read as follows:
''This License Agreement shall commence on the latest date of execution set forth below and shall continue through January 31, 2007, unles s sooner tenninated in accordance with Paragraph 7 below ."

4. Section 11 of the Agreement is hereby amended to read as follows:
"Without limiting ANAHEIM's right to indemnification,
CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows :

Comprehensive General Liability Insurance coverage, or commercial genera) liability coverage induding coverage for premises and operations , -2 -
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contractual liability, personal injury liability, product liability coverage and broad form property damage, in an amount of not less than one million dollars ($1,000,000.00) per occUtTence, combined single limit, written on an occurrence fonn;
Workers' Compensation insurance as required by state statutes; Comprehensive Automobile Liability coverage, including, as applicable, owned, non-owned and hired auto is an amount of not less than One Million Dollars per occurrence, combined single limit, written on an occurrence form.

All risk property insurance covering CONTRACTOR equipment at the premises.

Prior to commencing any work under this Agreement,
CONTRACTOR shall deliver to ANAHEIM certificates ofinsurance confinning the coverage required by this Agreement and providing for thirty (30) days' notice of cancellation or termination as provided in the Notice section of this Agreement.

As respects the Comprehensive General Liability insurance, the City of Anaheim and its officers, agents, employees and volunteers are added as additional insureds per the Insurance Services Office , Inc. form endorsement known as CG 20 11 01 96 ADDITIONAL INSURED-MANAGERS OR LESSORS OF PREMISSES, or. as an alternative, either an endorsement or insurance policy language which provides coverage, terms and conditions to said additional insureds which are equal to or better than the coverage, terms and conditions provided by the CG 20 11 01 96 endorsement.

Each insurance policy required under this Agreement shall provide a waiver of subrogation in favor of the City of Anaheim, and its officers, agents, employees and volunteers.

In addition to any other remedy ANAHEIM may have for
CONTRACTORS' s failure to provide or maintain the required insurance or provide -3 -
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the required notice thereof, ANAHEIM may order CONTRACTOR to vacate the Premises or may tenninate this Agreement, in ANAHEIM's sole discretion.

Exercise of any of the above remedies shall he an alternative to any other remedies ANAHEIM may have, and is not the exclusive remedy for failure to maintain or secure required insurance.

Nothing in this section shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payment of damages to any person or persons resulting from CONTRACTOR'S performance of the Agreement or occupation of the Premises herein.' '

5. Excep t as expressly amended hereby , all the remaining provisions of the Agreement shall remain in full force and effect.

6. CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this First Amendment to Agreement on behalfofCONTRACTOR and to bind CONTRACTOR hereto.

7. The effective date of this First Amendment to Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) of CONTRACTOR's signator(s), CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the date of execution by CONTRACTOR 1s signator(s) as the date said First Amendment to Agreement, as executed by CONTRACTOR, is received by ANAHEIM.

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1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to 2 Agreement to be ex.ecuted on the dates hereinafter respectively set forth. 3 4
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APPROVED AS TO FORM:

JACK : WHIJ.'E, CITY
By
r. Assistant 1ty Attorney
Date t(2L/__CC/
60353 .1 {

CITY OF ANAHEIM,
a municip rporati
By~~---=--,.....1,, ""'1C.r~~~---Mayor o e1m
A~~
l tttyer
"ANAHEIM"
Disney GO ·
non-profit c
By ~~
Printed Name ~ ~e-~, ~ rz. w:k
Title 0-~~ ~,Alee
"CONTRACTOR " /l/t..t" ~
:y
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STORAGE

STAFF OFFICE

MARTIN RECREATION CENTER
La Palma Park, Anaheim

SOUTH ENTRY
I\Coaimage01\QUESTYS'DAT ABASES\ClTYCLERK\LG31l.13\F081 woe 150MG6m"IAS8241\AS8244\Al8725\DOBn711 OOC Attachment A
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IJ: GR..-3'-f €0. 2..

OR\G\NAL ~ <

SECOND AMENDMENT TO LICENSE AGREEMENT
THIS SECOND AMENDMENT TO LICENSE AGREEMENT, dated for purposes of identification only tbi~of~007, is made and entered into by and between the CITY OF ANAHEIM, a municipal corroration,
hereinafter referred to as "ANAHEIM,'
A
N
D
DISNEY GOALS, INC., a California non-profit corporation, hereinafter referred to as "CONTRACTOR."
WITNESSETH:

WHEREAS, the parties have previously entered into a written license agreement dated November 23, 2004 (hereinafter the II Agreement"); and WHEREAS, parties entered into a First Amendment to that Agreement dated January 31, 2006 {hereinafter "First Amendment"); and
WHEREAS, the parties desire to further amend the Agreement to extend the tenn of thereof, and to make modifications relating to CONTRACTOR's insurance requirements.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Section 6 of the Agreement, as amended , is hereby amended to read as follows:
"This License Agreement shall commence on the latest date of execution set forth below and shall continue through January 31, 2008, unless sooner terminated in accordance with Paragraph 7 below."

2. Section 11 of the Agreement is hereby amended to read as follows:
"Without limiting ANAHEIM's right to indemnification,
CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain during the term of this 1 2
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Agreement, insurance coverage as follows:

Comprehensive General Liability Insurance coverage, or
commercial general liability coverage including coverage for premises and operations, contractual liability, personal injury liability, product liability coverage and broad form property damage, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form;
Workers' Compensation insurance as required by state statutes; Comprehensive Automobile Liability coverage, including, as applicable, owned, non-owned and hired auto is an amount of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence, combined single limit, written on an occurrence form.

All risk property insurance covering CONTRACTOR
equipment at the premises.

Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM certificates of insurance confirming the coverage required by this Agreement and providing for thirty (30) days' notice of cancellation or termination as provided in the Notice section of this Agreement.

As respects the Comprehensive General Liability insurance, the City of Anaheim and its officers, agents, employees and volunteers are added as additional insureds per the Insurance Services Office, Inc. form endorsement known as CG 20 11 01 96 ADDITIONAL INSURED· MANAGERS OR LESSORS OF PREMISSES, or, as an alternative, either an endorsement or insurance policy language which provides coverage, terms and conditions to said additional insureds which are equal to or better than the coverage, terms and conditions provided by the CG 20 11 0 1 96 endorsement.

Each insurance policy required Wlder this Agreement shall provide a waiver of subrogation in favor of the City of Anaheim, and its officers, agents, employees and volunteers. -2-
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In addition to any other remedy ANAHEIM may have for CONTRACTORS's failure to provide or maintain the required insurance or provide the required notice thereof, ANAHEIM may order CONTRACTOR to vacate the Premises or may t~nninate this Agreement, in ANAHEIM's sole discretion. Exercise of any of the above remedies shall be an alternative to any other remedies ANAHEJM may have, and is not the exclusive remedy for failure to maintain or secure required insurance.

Nothing in this section shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payment of damages to any person or persons resulting from CONTRACTOR'S performance of the Agreement or occupation of the Premises herein."

3. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.
4, CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Second Amendment to Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.

5. The effective date of this Second Amendment to Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) ofCONTRACTOR's signator(s), CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the date of execution by CONTRACTOR's signator(s) as the date said Second Amendment to Agreement, as executed by CONTRACTOR, is received by ANAHEIM.

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·- - ·--~·-···"· .. ········--·-·······-·-· ·····- -· ..... . . ····· - - ..... , -- ---···· ........ . ..... -- ---- ·••· ··•· ....... ····· ~·- 1 .IN WITNESS WHEREOF, the parties heret o h ave c aused this Second Amendment to 2 Agreement to be executed on the dates hereinafter respective ly set forth. 3 4
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7 DA TE OF EXECUTION:

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19 APPROVED AS TO FORM:

JACK L. WHITE., CITY ATTORNEY
.. - /,, __ . : , •.
". / .·" .'
By-\::7":,,:~~~~~,....,--1,~r--'--,~
Sr. Assistant City Attorney · -1
·::.J / / ,-7 20 Date ,z /i I [ I
641 SI. I /bgranaro/12•28-06
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CITY OF ANAHEIM,
amuni
"ANAH EIM"
Disney GOALS, Inc. ,
A California non-profit corporation
~- ~
By 2>~ 7- IV 1£
Printed Name 2w-e Vu ,.,.lf!-...1
Title 8:e c"' , & 2....e cl rl.. c .. k/\ •
"CONTRACTOR"
-4-
---- -------- ~-----•-·--•· ·- - -··--- - ----
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II
o.qf2.~ .. 3

ORIGINAL

THIRD AMENDMENT TO LICENSE AGREEMENT
THIS TH~~ENDMENT TO LICENSE AGREEMENT, dated for purposes of identification only thi~d~y of January, 2008, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
DISNEY GOALS, INC., a California non-profit corporation, hereinafter referred to as "CONTRACTOR."
W I TN ES S ET H:

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Section 6 of the Agreement, as amended, is hereby amended to read as follows:
"This License Agreement shall commence on the latest date of execution set forth below and shall continue through September 30, 2009, unless sooner terminated in accordance with Paragraph 7 below."

2. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.

3. CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this 1 Third Amendment to Agreement on behalf of CONTRACTOR and to bind CONTRACTOR to this 2 Agreement
3 4. The effective date of this Third Amendment to Agreement shall be the latest date of 4 executi on hereinafter set forth opposite the names of the signators hereto. In the event 5 CONTRACTOR fails to set forth a date of execution opposite the name(s) ofCONTRACTOR's 6 signator(s), CONTRACTOR hereby authorize s ANAHEIM, by and through its representative, to 7 insert the date of execution by CONTRACTOR's signator(s) as the date said Third Amendment to 8 Agreement, as executed by CONTRACTOR, is received by ANAHEIM. 9 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to 10 Agreement to be executed on the dates here inafter respectively set forth. 14 15 DATE OF EXECUTION:
16 I· z,q. '2mJ(
17 "ANAHEIM"
18 19
20 DATE OF EXECUTION:
21 ~ .; ,.)a?R
22 Disney GOALS, Inc.,
A c:g:ali mia no:rgn-rofit corp:::on
By_ .,_~£)
"--.J
Printed Name .., 1:::vJ-4! G,LJ,-c~
Title &<-c« ,6> e ,c. ~',r,Af'"2....
23 "CONTRACTOR"
APPROVED AS TO FORM:
24 JACK L. WHITE, CITY ATTORNEY
25 By:r::\Q.g x-C1:0<-cV-OA.A. 26 MARK s. GORDON C
27 Assistan t City Attorney
Date \ - 91 - o ~ 28 67585-.1/M- GoT- do .... n _ __.___, ..,_._...,__ _ _ _ _ -2-
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A,R.3450·4
ORIGINAL~

FOURTH AMENDMENT TO LICENSE AGREEMENT
THIS FOURTII AMENDMENT TO UCENSE AGREEMENT, dated for purposes ,c.... ~~a,,.. c.e, of identification only this 3rd' day o~, 2009, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,
A
N
D
DISNEY GOALS, lNC., a California non-profit corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, the parties have previously entered into a written Jicense agreement dated November 23, 2004 (hereinafter the "Agreement"); and
WHEREAS, parties entered into a First Amendment to that A~ment dated 1 anuary 31, 2006 (hereinafter "First Amendment"); and
WHEREAS, parties entered into a Second Amendment to that Agreement dated January 30, 2007 (hereinafter "Second Amendment"); and
WHEREAS, parties entered into a Third Amendment to that Agreement dated January 2, 2008 (hereinafter "Third Amendment"); and
WHEREAS, the parties desire to further extend the term of the Agreement.

NOW, THEREFORE, FORAND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDmONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Section 6 of the Agreement, M amended, is hereby amended to read as follows:
'This License Agreement shall commence on the latest date of execution set forth below and shall continue through September 30, 2012. unless sooner terminated in accordance with Paragraph 7 below ...

2. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.
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4. The effective date of this Fourth Amendment to Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) of CONTRACTOR's signator(s). CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the date of ex:ecution by CONTRACTOR's signator(s) as the date said Fourth Amendment to Agreement. as executed by CONTRACTOR, is received by ANAHEIM.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:
'V'/tti
DA TE OF EXECUTION:
7 /30/09
APPROVED AS TO FORM:

CITY OF ANAHEIM,
a munic · corporation
"ANAHEIM"
Disney GOALS, Inc .•
A ~~a~on-~rofit c°'f°ratioQ /]
ByJ1,41]Y--U.._)~ [L_
Printed Name cAr?I, >--e 4£ 'J;~ /<.

Title &eaµZJH' db::iec Ma.
"CONTRACTOR"
CRISTINA L. TALLEY, CITY A'ITORNEY
By~~~ KS. N
Assis~ity lttomey
Date 7-- Q o' r /
3769.1 -2 -

ORIGINAL

AGREEMENT
THIS FIFTH AMENDMENT TO LICENSE AGREEMENT, dated for purposes of identification only this!._ day of 0c,.-,.••"'-, 2012, is made and entered into by and between the
CITY OF ANAHEIM, a municipal COipOration, hereinafter
referred to as •• ANAHEIMt
A
N
D

GROWTH OPPORTUNITIES THROUGH ATHLETICS, LEARNING &
SERVICES (GOALS), a California non-profit
corporation, hereinafter referred to as "CONTRACfOR. '' WHEREAS, the parties have previously entered into a written license agreement dated November 23, 2004 (hereinafter the
11 Agreement"); and
WHEREAS, parties entered into a First Amendment to that Agreement dated January 31, 2006 (hereinafter "First Amendment"); and
WHEREAS, parties entered into a Second Amendment to that Agreement dated Januw-y 30, 2007 (hereinafter "Second Amendment.,); and WHEREAS, parties entered into a Third Amendment to that Agreement dated January 2, 2008 (hereinafter "Third Amendment''); and
WHEREAS, parties entered into a Fourth Amendment to that Agreement dated September 1) 2009 (hereinafter "Fourth Amendment"); and • WHEREAS. the parties desire to further extend the tenn of the Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, TIIE PARTIES HERETO AGREE AS FOLLOWS:

I . Section 6 of the Agreement, as amended, is hereby amended to read as follows:
"This License Agreement shall commence on the latest date of execution set forth below and shall continue through September 30~ 2022, unless sooner terminated in accordance with Paragraph 7 below.u

2. Section 11 of the Agreement is hereby mnended to read as follows:
"Without limiting ANAHEIM's right to indemnification, CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain during the tenn of this Agreement, insurance coverage as follows:

Comprehensive General Liability insurance coverage, or commercial general liability coverage including coverage for premises and operations, contractual liability, personal injury liability, product liability coverage and broad form J)l'operty damage, in an amount of not less than one million dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form.

Workers' Compensation insurance as required by state statutes; Comprehensive Automobile Liability coverage, including, as applicable, owned, non-owned and hired auto in an amount no less than Five Hundred Thousand Dollars per occurren~ combined single limit, written on an occurrence form.

All risk property insurance covering CONrRACTOR equipment at the premises.

Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM certificates of insurance confuming the ooverage required by this Agreement and providing for thirty (30) days' notice of cancellation or termination as provided by the Notices section of this Agreement.
2 As respects the Comprehensive General Liability insurance, the City of Anaheim and its officers, agents~ employees and volunteers are added as additional insureds per the Insurance Services Office, Inc. fonn endorsement known as CG 20 11 01 96 ADDITIONAL INSUREDS-MANAGERS OR LESSORS OF PREMESIS, or. as alternative, either an endorsement or insurance policy language which provides coverage, terms and oonditions to said additiona1 insureds which are equal to or better than the coverage, terms and conditiorui provided by the CO 20 00 01 96 endorsement.

Each insuranoe policy required under this Agreement shaH provide a waiver of subrogation in favor of the City of Anaheim, and its officers, agents, employees and volunteers.

In addition to any other remedy ANAHEIM may have for CONTRACTOR's failure to provide or maintain the required insurance or provide the required notice thereof, ANAHEIM may order CONTRACTOR to vacate the Premises oHDay tenninate this Agreement, in AN AHEIM's sole discretion. Exercise of any of the above remedies shall be an alternative to any other remedies ANAHEIM may have, and is not the exclusive remedy for failure to maintain or secure required insurance.

Nothing in this section shall be construed as limiting in any way to the extent to which CONfRACTOR may be held responsible for payment of damages to any person or persons resulting from CONTRACTOR
1 s performance of the Agreement or occupation of the
Premises herein."

3. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.

4. CONTRACTOR and CONI'R.ACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Third Amendment to Agreement on behalf of CONTRACTOR and to bind CONI'R.ACTOR to this Agreement.

5. The effective date of this Fifth Amendment to Agreement shaJl be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) of CONTRACTOR's 3 signator(s ), CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the date of execution by CONTRACTOR
1 s sign.ator(s) as the date said Fifth Amendment to
Agreement, as executed by CONTRACTOR, is received by ANAHEIM. {Remainder of page intentioncillJ1 left blank; signatures on next page] 4 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Agreement to be executed on the dates hereinafter respective]y set forth.

DATE OF EXECUTION:
'0 /4,9 ;;'1.

DA TE OF EXECUTION:

APPROVED AS TO FORM:

CRISTINA TALLEY, CITY A

CITY OF ANAHEIM
a municipal corporation
By: ~~
Mayor of the City of Anaheim
''ANAHEIM"

GROWTII OPPORTIJNITIES THROUGH

ATHLETICS, LEARNING & SERVICES (GOALS)
a California non-profit corporation
By, J cau-e {LJ~L
Title: /2 ~-~ ~~
Printed Name:~ C4LK 1.d),t(.kc_
"CONTRACTOR"
By: ~'"""""'~~~~_.;.-~:i....,,.--
ATTEST:

By~
Attorney
Dated: _ _,_f _D ,__,/ l~f-l_l. ___ _
r t
LfhOaN.Andal
City Clerk
91613
5 AGREEMENT
<•
...-....::-€.-3--tso.o
ORIGf ~_1L
THIS SIXTH AMENDMENT TO LICENSE AGREEMENT, dated for purposes of identification only thirt_~ day of ~AY ,2014, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter
referred to as "ANAHEIM,"
A
N
D

GROWTH OPPORTUNITIES THROUGH ATHLETICS, LEARNING &
SERVICES (GOALS), a California non-profit
corporation, hereinafter referred to as "CONTRACTOR."
W IT N E S S ETH:

WHEREAS, the parties have previously entered into a written license agreement dated November 23, 2004 (hereinafter the "Agreement"); and
WHEREAS, parties entered into a First Amendment to that Agreement dated January 31, 2006 (hereinafter "First Amendment"); and
WHEREAS, parties entered into a Second Amendment to that Agreement dated January 30, 2007 (hereinafter "Second Amendment"); and
WHEREAS, parties entered into a Third Amendment to that Agreement dated January 2, 2008 (hereinafter "Third Amendment"); and
WHEREAS, parties entered into a Fourth Amendment to that Agreement dated September 1, 2009 (hereinafter "Fourth Amendment"); and WHEREAS, parties entered into a Fifth Amendment to that Agreement dated October 9, 2012 (hereinafter "Fifth Amendment"); and
WHEREAS, the parties desire to amend the Agreement to further clarify the roles and responsibilities of the parties.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Section 4 of the Agreement ("CONTRACTOR'S RESPONSIBILJTY REGARDING PREMISES"), as amended, is hereby amended in its entirety to read as follows:
"4. CONTRACTOR'S RESPONSIBILITY REGARDING PREMISES.

A. In order to utilize the Premises for the purposes set forth in this License, CONTRACTOR shall be authorized to make the following temporary building improvements subject to CONTRACTQR's obtaining all permits and approvals required under applicable law:
l. The placement of temporary, moveable hockey "Boards" made of hard plastic, topped by Plexiglass and netting as appropriate for the safety of users of the Premises. The Boards shall not cause damage to the floor of the Premises either while being placed into position or while in position for play.

2. The placement of a flooring surface of "sporMile'' that will accommodate skating.

3. Replacing lighting fixtures with protected fixtures.

4. Repainting and repairing, as needed, of damaged exterior and interior wood, stucco or other building materials.

5. The installation of an air conditioning system and related electrical components by a bonded California licensed contractor(s). CONTRACTOR shall be responsible for any and all maintenance or operational requirements of the air conditioning system and related electrical components as installed and any and all costs associated therewith. ANAHEIM shall not be responsible for any associated maintenance or operational requirements of the 2 aforementioned air conditioning system and its related electrical components as installed by CONTRACTOR.

6. The planting of a flower garden in the flower beds to the left and right of the main entrance of the Premises as depicted on attached Exhibit "C."

8. All temporary facility equipment as described in Exhibit 11B" shall be removed or stored in an unobtrusive and safe location after instructional periods so that other users shall have unimpeded access to and use of the Premises.

C. All temporary building improvements, including but not limited to, paint colors and planting materials, shall be approved by the Community Services Director, prior to commencement of any and all work as described herein.

D. All such work as contemplated hereunder shall be completed at CONTRACTOR's sole cost and expense."

2. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.

4. This Sixth Amendment to License Agreement shall be effective on the date on which this Sixth Amendment to License Agreement is executed by ANAHEIM. {Remainder of page intentionally left blank; signatures on next page/ 3 1N WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:
5/23/2~
DATE OF EXECUTION:

APPROVED AS TO FORM:

MICH L R.W. HOUSTON,
Bry . Morley
Deputy City Attorney

CITY OF ANAHEIM
a municipal corporation
By:
"ANAHEIM"

GROWTH OPPORTUNITIES THROUGH

ATHLETICS, LEARNING & SERVICES (GOALS)
a Califo i non-profit .corporation
Title: _ ___.d,_..._.Jiie<Jc .... -t .... ✓ ... &~_..,t,-<,:s;;..._"53,,,,1,.:,.-',L¼.;,..Lc~k--"""'=, Printed Name: __._,, j,..__.Ci~/-J..-ef'...._.-~LLJ~-/ -'r'.:-:lc::_'---"oc· ~ "CONTRACTOR"
ATTEST:

Dated: _ 5_·/_c},,_/;f ___ _ r,
By ~ ia~ Linda N. Anai __ .....,...
r,1ty Clertc
101848.1
4 EXHIBIT a
Martin Recreation Cmter Use Agreement
Disney GOALS and City of Anaheim
Temporary GOALS facility equipment will include:

SPOrt tile for recreational use. This would be put down over the existing floor but would not be nailed, glued or in any other way affixed pennanently to the floor.

The City of Anaheim is requiring that a two mm rubber overlay be installed between the existing flooring and the sports tile flooring.

Temporary GOALS facility equipment may include:

Rink ep.clospre. A self-supporting rink system with plastic "boards" and netting/Plexiglas topping is expected to be acquired. Such a portable system will enable indoor recreation activities such as roller hockey, ringette hockey, polo hockey or even speed soccer.

Miscellaneous. Some in-line skates, sticks, and other related sports equipment may be temporarily used on-site. This equipment will enable users who do not own or cannot afford to purchase equipment the opportunity to enjoy recreational opportunities with GOALS. As with our hockey use at Disney ICE it is anticipated that this equipment will be brought over for use on an as needed basis and returned to GOALS headquarters (1170 La Palma Park Way) foUowing the particular activity and use.

EXHIBITC
<"' I

ORIGINAL

AGREEMENT
TIDS SEVENTII AMENDMENT TO LICENSE AGREE:MENT, dated for purposes of identification only this13~day of SV'f , 2014, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter
referred to as "ANAHEIM,11
A
N
D

GROWTH OPPORTUNITIES TIIROUGH ATHLETICS, LEARNING &
SERVICES (GOALS), a California non•profit
corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, the parties have previously entered into a written license agreement dated November 23, 2004 (hereinafter the "Agreement"); and
WHEREAS, parties entered into a First Amendment to that Agreement elated January 31, 2006 (hereinafter "First Amendment"); and
WHEREAS, parties entered into a Second Amendment to that Agreement dated January 30, 2007 (hereinafter "Second Amendment''); and
WHEREAS, parties entered into a Third Amendment to that Agreement dated January 2, 2008 (hereinafter "Third Amendment"); and
WHEREAS, parties entered into a Fourth Amendment to that Agreement dated September 1, 2009 (hereinafter "Fourth Amendment"); and WHEREAS, parties entered into a Fifth Amendment to that Agreement dated October 9, 2012 (hereinafter "Fifth Amendment"); and
WHEREAS, parties entered into a Sixth Amendment to that Agreement dated May 13, 2014 (hereinafter "Sixth Amendment
11 ); and
WHEREAS, the parties desire to amend the Agreement to further clarify the roles and responsibilities of the parties.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IllE PARTIES HERETO AGREE AS FOLLOWS:
l. The Agreement is hereby amended to include Exhibit "D," attached hereto and incorporated herein by reference.

2. Section 4 of the Agreement (
11 CON1RACTOR
1 S RESPONSIBILITY REGARDING
PREMISES"), as amended, is hereby amended in its entirety to read as follows:
"4. CONTRACTOR'S RESPONSIBILlTY REGARDING PREMISES.

1. The placement of temporary, moveable hockey "Boards" made of hard plastic, topped by Plexiglass and netting as appropriate for the safety of users of the Premises. The Boards shall not cause damage to the floor of the Premises either while being placed into position or while in position for play.

2. The placement of a flooring surface of "sport-tile" that wiH accommodate skating.

3. Replacing lighting fixtures with protected fixtures.

4. Repainting and repairing, as needed, of damaged exterior and interior wood, stucco or other building materials.
2 5. The installation of an air conditioning system and related electrical components by a bonded California licensed contractor(s). CONTRACTOR shall be responsible for any and all maintenance or operational requirements of the air conditioning system and related electrical components as installed and any and all costs associated therewith. ANAHEIM shall not be responsible for any associated maintenance or operational requirements of the aforementioned air conditioning system and its related electrical components as installed by CONTRACTOR.

6. The planting of a flower garden in the flower beds to the left and right of the main entrance of the Premises as depicted on attached Exhibit 11 C."

7. The installation of plywood and materials to cover 23 cinder block openings on south side patio wall of the Premises, as depicted on attached Exhibit "D".

B. All temporary facility equipment as described in Exhibit 0 B" shall be
removed or stored in an wiobtrusive and safe location after instructional periods so that other users shall have unimpeded access to and use of the Premises.

D. AU such work as contemplated hereunder shall be completed at CONTRACTOR's sole cost and expense."

3. Except as expressly amended hereby, all the remaining provisions of the Agreement shall remain in full force and effect.

4. CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Seventh Amendment to License Agreement on behalf of CONTRACTOR and to bind CONTRACTOR to this Agreement.

5. Th.is Seventh Amendment to License Agreement shall be effective on the date on which this Seventh Amendment to License Agreement is executed by ANAHEIM. 3 IN Wl1NESS WHEREOF, the panies hereto have caused this Seventh Amendment to Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:
lo /c., / l'.'9,
DATE OF EXECUTION:

APPROVED AS TO FORM:

CITY OF ANAHEIM
a municipal corpora ·
tty of Anaheim
ay - Mayor Pro Tem
"ANAHEIM"
Title: __.___...........,!.--',-4,,,,Ji<'""-""'-+---=-=...;..-=--=--==--i"""""--"'-" Printed Name: Jo L ub r:- LI J///c_
"CONTRACTOR"
MICHAEL R. W. HOUSTON, CITY ATTORNEY ATTEST:

Dated: -1....r....+-4Y!c~5l~t f--
1018482
4 By . tdd<fhLJ
Linda N. Andal
City Clerk
-~.--..,..,---~-- --,-,--,.-------~-----,----- --···· ... . - Exhibit D
. .

PM.$${;/, -~ ~ -d kAtJ k ,=tu~ rd A,f~
':, ;.-~~ ,---·- ~-~ ~~-•:,, ... -. A,('7 /"I . . · - \ e.~ -T .. . Y~ ~ ~~_) t /
IJ;;· • ~nt: F~~ -J s&s: I :ti~~ = d2-i _
1-3) :; ecvr a... "'Snvt:r:Au .;c.£ " ✓ ~ ~ ~~<&A'Q~
•· ~d p/pf.~ 1~ ,4, /,.t:::.? (_J;.)a_.~£
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·.id .,PA}~lclt~ 7P~ ~ ~o ~ ~
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1-

EXHIBIT B

EXHIBIT C
Martin Recreation Center Use Agreement
GOALS and City of Anaheim
Temporary GOALS facility equipment will include:

Sport tile for recreational use. 1bis would be put down over the existing floor but would not be nailed, glued or in any other way affixed permanently to the floor.

The City of Anaheim is requiring that a two mm rubber overlay be installed between the existing flooring and the sports tile flooring.

Temporary GOALS facility equipment may include:

Miscellaneous. Some in-line skates, sticks, and other related sports equipment may be temporarily used on-site. This equipment will enable users who do not own or cannot afford to purchase equipment the opportunity to enjoy recreational opportunities with GOALS. ,AI:, with our hockey use at Disney ICE it is anticipated that this equipment will be brought over for use on an as needed basis and returned to GOALS headquarters (1170 La Palma Park Way) following the particular activity and use.

Anaheim City CouncilSeptember 27, 2022

Anaheim City Council
September 27, 2022