1 LICENSE AGREEMENT
THIS LICENSE AGREEMENT, dated for purposes of identification only this day of , 2025, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
HIGHER GROUND YOUTH AND FAMILY SERVICES INC, a
California Non-Profit Corporation, hereinafter referred to as "LICENSEE."
W I T N E S S E T H:
WHEREAS, LICENSEE intends to provide recreational, after-school tutoring, art and music classes, digital media, dance studio, parent-child counseling, positive parenting classes, and family wraparound care , in addition to other services which may be offered through the Higher Ground Youth and Family Services Program, Monday through Friday, 2:00 p.m. to 8:00 p.m.; Saturdays, 12:00 p.m. to 6:00 p.m.; and, on Sundays, in the License Area as defined herein, and as scheduled and permitted through the Community Services Department, where appropriate (hereinafter “Program”); and
WHEREAS, ANAHEIM is the owner of certain real property referred to as Lincoln Park, which consists of approximately 3.92 acres of land (APNs 037 -253-07 and 037 - 253-08), located at 1535 E Broadway, Anaheim, California (hereinafter “Park”); and WHEREAS, LICENSEE utilizes the License Area in order to conduct the Program and ANAHEIM desires to accommodate LICENSEE’s desire to commence such actions by granting a license for such use as provided herein.
2 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the LICENSEE and ANAHEIM (each, a “Party” and jointly, the “Parties”) agree as follows:
1. GRANT OF LICENSE:
1.1 ANAHEIM does hereby grant to LICENSEE an-exclusive license to use a portion of the Park as further delineated in Exhibit “A,” attached hereto and incorporated herein by reference (hereinafter referred to as "License Area") where LICENSEE will:
(a) in accordance with the provisions of this License Agreement at the locations set forth in Exhibit "A" LICENSEE shall conduct activities for its members and neighborhood youth during the times set forth in the recitals above; (b) use batting cages and pitching lanes in accordance with the provisions of this License Agreement at the locations set forth in Exhibit "A". LICENSEE shall use the batting cages for conducting activities for its members and neighborhood youth during the times set forth in the recitals above; (required to keep area locked when not in use). Batting cages must be supervised by an adult at all times when in use;
(c) have the non -exclusive use of the Park, as scheduled and permitted through Community Services Department, during the hours of operation of the Higher Ground Youth and Family Services Program, except when those uses conflict with reoccurring permitted users; and (d) schedule use of the baseball field through the Community Services Department for use of LICENSEE’S Program. Such scheduled use shall not conflict with other ANAHEIM scheduled activities at the Park. In the event of scheduling conflicts, ANAHEIM shall determine the priority of use with preference being given to established permitted reoccurring users.
1.2 LICENSEE shall not have any right or interest in the License Area, but hereby acquires only the non-exclusive permission to use the License Area for the purposes herein specified.
1.3 The parties hereto agree that the LICENSEE shall be authorized to use the 3 License Area for the purposes set forth herein at no cost. The parties agree that the benefit will accrue to the citizens of ANAHEIM through the services offered through the Program is commensurate with the value to LICENSEE of the use of the License Area.
1. 4 ANAHEIM thr ough the Community Services Department shall permit LICENSEE to use of the Park without charge when not in conflict with use by established reoccurring users.
1. 5 Any scheduled use of Park shall be subject to cancellation in the event that rain, inclement weather or other unforeseen circumstances have caused a condition to exist such that the holding of the event would create an unsafe condition or would cause serious damage to the turf as determined by ANAHEIM.
1. 6 ANAHEIM retains the right to use the Park at no charge on a priority basis during the hours and terms of this License Agreement.
2. TERM
This License Agreement shall commence upon the Effective Date and shall continue for seven (7) years thereafter, unless sooner terminated in accordance with Section 20 below.
3. BUILDING PERMITS, UTILITIES AND SERVICES
ANAHEIM shall be responsible for operational costs of, gas, electricity, and water only. However, LICENSEE shall be responsible for any trash generated inside the License Area as part of the CUSTODIAL SERVICE responsibility, defined in Section 5 below.
4. TAXES
LICENSEE shall pay before delinquency all taxes, assessments, license fees and other charges (Taxes) that are levied and assessed against LICENSEE’s property installed or located in or on the License Area. On demand of ANAHEIM, LICENSEE shall furnish ANAHEIM with satisfactory evidence of these payments.
5. CUSTODIAL SERVICE
LICENSEE shall at its own cost and expense provide all janitor ial services to the License Area. LICENSEE shall during the term of this License Agreement at LICENSEE’s cost 4 and expense keep the License Area, and every part thereof, in good order, condition and repair at standards which meet or exceed ANAHEIM’s standards for maintenance of the Park.
6. MAINTENANCE
6.1. LICENSEE shall, at LICENSEE’s expense, keep in good order, condition and repair, the trailers, batting cages, and all spaces located within the License Area including, but not limited to all site furnishings and day-to-day maintenance and trash removal within the trailers. LICENSEE shall repair all vandalism damage to the trailers, batting cages, and associated equipment kept within the License Area and LICENSEE buildings within five (5) days’ of occurrence of said damage. It is the responsibility of LICENSEE, as owner of private property, more specifically meaning LICENSEE's trailers, batting cages and associated equipment, to remove any and all graffiti, excepting those areas within the Park whic h are public property maintained by ANAHEIM (including but not limited to the Park walls, benches, sidewalks, trash bins),within twenty four (24) hours of either observing the graffiti or of being notified by ANAHEIM to remove it, whichever first occurs.
6.2 ANAHEIM’s Responsibility: ANAHEIM shall, during the term of this License Agreement, be responsible for turf and irrigation maintenance, including trash removal, and scheduling all uses of the Park and amenities.
7. IMPROVEMENTS OR ALTERATIONS
7.1 LICENSEE shall not alter the License Area in any manner without the prior written consent of ANAHEIM. LICENSEE shall, before making any improvements or alterations, and at its own cost and expense, secure or cause to be secured any and all permits and approvals from ANAHEIM which may be required.
7.2 LICENSEE, at its cost, shall restore the site to the condition designated by ANAHEIM upon termination or expiration of the License Agreement. If the License Area is not fully restored within 30 days from termination or expiration, the City of Anaheim will restore the License Area and bill the LICENSEE for reasonable expenses. 5 8. INDEMNIFICATION
8.1 Licensee shall, to the fullest extent permitted by law, indemnify, defend and hold the City and its employees, officers, directors, agents and representatives and its successors and assigns (collectively, the " Indemnitees") harmless from and against any and all claims, losses, liabilities, costs and expenses, including attorneys' fees (collectively, the "Claims") whether incurred by or made against any Indemnitee, for damage to real, personal, tangible or intangible property, including loss of use of any such property, and all Claims for bodily injury, sickness, disease or death of any person, arising from or in any way related to: (i) any act, omission or entry upon the License Area(s) or the Property or other activity under this Agreement by Licensee or Licensee's Representatives (including but not limited to any Claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant); and/or (ii) any breach by Licensee of its obligations under this Agreement; provided, however, that no Indemnitee shall be entitled to indemnification hereunder for the portion, if any, of any Claim which is determined by a court of competent jurisdiction to have been arising from the sole negligence or willful misconduct of such Indemnitee. Payment shall not be a condition precedent to recovery under such indemnification, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend.
9. INSURANCE
9.1 Licensee shall secure or cause its agent(s) or contractor(s) performing any entry onto the License Area(s) to secure, prior to commencing any activities under this Agreement, and maintain or cause to be maintained during the term of this Agreement, insurance coverage as follows:
a. Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000. Licensee shall deliver an endorsement to the Workers' Compensation Insurance policy, in form acceptable to the City’s Risk Manager, containing a waiver of subrogation by the insurance carrier with respect to the City, its officials, agents, employees, representatives, and volunteers;
6 b. Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Bodily Injury Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Liability, and Sexual Abuse and Molestation, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate.
Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention,
provided that such deductible or self-insured retention is disclosed to the CITY, in writing, for review and acceptance, which shall not be unreasonably withheld, to its Risk Manager prior to the inception of this Agreement.
c. Commercial Automobile Liability Insurance, as required by California law, including - as applicable - owned, non-owned and hired autos, in an amount of not less than Two Million Dollars ($2,000,000) per occurrence, combined single limit. d. Professional Liability Insurance coverage in an amount of not less than Two Million Dollars ($2,000,000.00). Licensee shall maintain such coverage for at least one (1) year after the termination of this Agreement.
Licensee is financially and legally responsible for any self-insured retention and/or deductible applicable to its insurance policies and coverage.
The City’s Risk Manager is hereby authorized to amend or accept Licen see generated exception requests to the requirements set forth above in the event that such amendment or reduction is in the City’s best interest.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval, which shall not be unreasonably withheld, to City’s Risk Manager prior to the inception of the final Agreement.
Licensee agrees that this insurance shall not be voluntarily cancelled or limited in scope or coverage by Licensee 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. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days. Each insurance policy required by this Agreement, except policies for Professional Liability a nd Workers’ Compensati on, shall contain the following clause s or shall otherwise 7 provide for the following conditions:
“It is agreed that any insurance maintained by LICENSEE pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated 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.” As one of the Conditions Precedent under this Agreement, Licensee shall deliver to the City (i) insurance certificates confirming the existe nce of the insurance required by this Agreement, and including the applicable clauses referenced above and (ii) endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator’s company affiliation and title. Should it be deemed necessary by the City, it shall be Licensee’s responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing such endorsements is indeed authorized to do so by the insurance company. In addition, the City has the right to demand, and to receive within a reasonable time, copies of any insurance policies required under this Agreement.
In addition to any other remedies the City may have if Licensee or its agent(s) or contractor(s), as applicable, fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City may, at its sole option terminate this Agreement. Termination of this Agreement is an alternative to other remedies the City may have and is not the exclusive remedy for Licensee’s failure to maintain or cause to be maintained the required insurance or secure or cause to be secured appropriate endorsements. 8 Nothing herein contained shall be construed as limiting in any way the extent to which Licensee may be held responsible for payment of damages to persons or property resulting from Licensee’s or its subcontractor's performance under this Agreement.
10. SITE AT TERMINATION
LICENSEE shall surrender the License Area to ANAHEIM in the same condition as when received, ordinary wear and tear excepted. LICENSEE shall, at its own expense, repair any damage to the License Area occasioned by the removal of its trade fixtures furnishings and equipment. LICENSEE shall, at its own expense, remove from the License Area the trailers, trade fixtures, furnishings and equipment. LICENSEE is responsible for all costs associated with the removal of the trailers, including disconnection of all utilities.
11. USES PROHIBITED
11.1. LICENSEE agrees that no improvements shall be erected, placed upon, operated, or maintained within the License Area without prior written consent of the ANAHEIM, nor shall any activity be conducted or carried on 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. LICENSEE shall abide by the hours of operation of the Park.
11.2 LICENSEE shall not use or permit the License Area, or any part thereof, to be used by any purpose or purposes that will cause a cancellation of any insurance policy covering the buildings located on the site, or any part thereof, nor shall LICENSEE sell or permit to be kept, used, or sold, in or about the property and article prohibited by the standard form of fire insurance policies. LICENSEE shall, at its sole cost, comply with all requirements pertaining to the property, of any insurance organization or company, necessary for the maintenance of insurance, as herein provided, covering any building and appurtenances at any time located on the property.
12. WASTE AND NUISANCE PROHIBITED
12.1 LICENSEE agrees (i) not to use, or suffer or permit the License Area or any part thereof to be used in any manner that will constitute a nuisance or an unreasonable annoyance 9 to the owners or occupants of the License Area or property adjacent to the License Area, 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 License Area and every part thereof shall be kept by LICENSEE in a clean, sanitary and wholesome condition, free from any objectionable noises, odors or nuisances, public or private.
12.2 LICENSEE shall, to the reasonable satisfaction of ANAHEIM, keep and maintain the License Area and improvements of any kind which may exist or be placed thereon in good condition and repair. It shall be LICENSEE’s responsibility, at LICENSEE’s sol e 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 License Area.
12.3 LICENSEE, expressly agrees to maintain the License Area in a safe, clean, wholesome, and sanitary condition, to the reasonable satisfaction of ANAHEIM and in compliance with all applicable laws. LICENSEE further agrees to provide approved containers for trash and garbage, to provide trash removal and to keep the Lic ense Area free and clear of rubbish, litter, and weeds. ANAHEIM shall have the right to enter upon and inspect the License Area at any time for cleanliness and safety, and compliance with all applicable laws and regulations.
13. WAREHOUSING
LICENSEE agrees that the grounds will be not used for warehousing of materials or major maintenance repairs or overhauling of vehicles.
14. O.S.H.A & A.D.A.
LICENSEE 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 License Area and any activities thereon. 10 15. PARTIES’ REPRESENTATIVES.
15.1 LICENSEE shall designate in writing to ANAHEIM on -site representatives who shall be responsible for the day -to-day operation and level of ma intenance, cleanliness, and general order.
15.2 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.
16. ASSIGNMENT, SUBLETTING AND RENTAL.
16.1 ANAHEIM’s Consent Required. LICENSEE shall not, directly or indirectly, nor by operation of law, assign this License Agreement, or any intere st herein, and shall not sublet or rent the License Area or any part thereof, nor permit any other person or entity (the agents, servants and invitees of LICENSEE excepted) to occupy or use the License Area, 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 ANAHEIM’s Representative.
Any assignment, subletting or rental without the prior written consent of ANAHEIM’s Representative shall be void able 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 LICENSEE from each and all of LICENSEE’s obligations hereunder, and LICENSEE shall continue to remain jointly and severally liable hereunder with such assignee, sub tenant or renter.
17. ANAHEIM ‘S ACCESS.
ANAHEIM and ANAHEIM's agents shall have the right to enter the License Area and make any repairs or restoration as may be needed to restore the License Area after any damage to or destruction of the License Area in the event of an emergency. In the event that LICENSEE 11 fails, neglects or refuses to maintain or make repairs or replacements as required by this License, CITY shall notify LICENSEE in writing of such failure or refusal. Should LICENSEE fail or refuse to correct such default within ten (10) days of receipt of such written notice from CITY, CITY may, but shall not be required to, itself or by contract, undertake the necessary maintenance, repair or replacements and LICENSEE shall be responsible for the cost thereof, including but not limited to the cost of labor, materials and equipment and procurement of insurance. Any such maintenance, repair or replacement by or on behalf of CITY shall not be deemed to be a waiver of LICENSEE's default under this License, and shall not in any way impair, prevent or restrict CITY from exercising any of its rights or remedies set forth in this License or otherwise provided at law. However, it is LICENSEE’s responsibility to maintain the License Area in a clean, orderly, well - maintained condition and perform all routine maintenance, minor repairs, trash r emoval, and cleaning.
Further, LICENSEE acknowledges and agrees that Licensee bears all risk of loss or damage to the License Area. LICENSEE shall immediately notify ANAHEIM if any portion of the License Area (i) is not in a state of good repair; (ii) is unsightly; (iii) has been damaged, destroyed or defaced; or (iv) is otherwise injured and in need of repair.
18. DEFAULTS AND REMEDIES.
18.1 Default by LICENSEE.
Default by LICENSEE shall exist due to the failure by LICENSEE to comply with any term, covenant or condition of this License Agreement and failure to remedy the same within thirty (30) days after written notice from ANAHEIM’s Representative specifying the nature of such default, unless such default, by its nature cannot be cured within thirty (30) days , in which case, LICENSEE shall not be deemed in default so long as LICENSEE 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 ninety (90) days. If at the end of ninety (90) days, LICENSEE has failed to cure the breach, ANAHEIM, in its sole discretion, may proceed immediately to terminate this 12 License Agreement or take such other action as is available at law or in equity.
19. ANAHEIM’S REMEDIES.
In the event of any such default or breach by LICENSEE, ANAHEIM may at any time thereafter, with 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:
19.1 Terminate LICENSEE’s License by any lawful means, in which case LICENSEE shall immediately surrender possession of the License Area to ANAHEIM. In such event ANAHEIM shall be entitled to recover from LICENSEE all damages incurred by ANAHEIM by reason of LICENSEE’s default, including, but not limited to, the cost of recovering possession of the License Area and reasonable attorneys' fees
19.2 Pursue any other remedy now or hereafter available to ANAHEIM under the laws of judicial decisions of the State of California.
20. TERMINATION
20.1 Termination Without Cause
20.1.1 Either party may terminate this License Agreement at any time by giving prior written notice to the other party at least sixty (60) days prior to the effective date of termination.
20.2 Termination With Cause .
20.2.1 If LICENSEE 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.
20.2.2 If LICENSEE 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 LICENSEE’s License hereunder.
20.3 Prior to termination of this License Agreement for cause, ANAHEIM shall give LICENSEE thirty (30) calendar days written notice. Upon receipt of such termination notice, LICENSEE shall be allowed thirty (30) calendar days to cure such 13 breach or deficiencies to the satisfaction of ANAHEIM. If LICENSEE, after receiving written notice of default, fails to fulfill its obligations under this License Agreement within a reasonable time following receipt of such notice, ANAHEIM may terminate this License Agreement upon giving at least five (5) days' prior written notice to the LICENSEE. Provisions of this License Agreement pertaining to loss, damage and indemnification shall survive termination of this License Agreement.
21. EQUAL OPPORTUNITY - NONDISCRIMINATION
21.1 LICENSEE 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 Code Section 51 et seq., as amended, California Government Code Section 12940(c), (h), (l), (i), and (j); and other applicable federal and state laws, as well as their implementing regulations, and any other law pertaining to Equal Employment Opportunity Affirmative Action and Discrimination as each may now exist or be hereafter amended. LICENSEE shall not discriminate against any employee, or applicant for employment and shall not withhold any services, benefits or facilities to any participant 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.
22. POLITICAL ACTIVITY
LICENSEE agrees that the License Area shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.
23. CONFLICT OF INTEREST
LICENSEE or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affec ted by the work performed under this Agreement; and (2) prohibits such persons from making, or 14 participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, LICENSEE shall conform to all requirements of t he Act.
Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. LICENSEE shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from LICENSEE’s violation of this Section.
24. GOVERNING LAW
This License Agreement shall be governed by the laws of the State of California. If any portion of this License Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.
25. COMPLIANCE WITH LAWS
In the performance of this License Agreement, LICENSEE shall abide by and conform to any and all applicable laws of the United States, the State of California and the City Charter and Ordinances of ANAHEIM, including, but not limited to Public Resources Code Section 5164, as such may be applicable to LICENSEE use of the License Area.
26. ENTIRE AGREEMENT
This License Agreement, including any Exhibit(s) attached hereto and incorporated by reference, fully expresses all understandings of the parties and is the total agreement between the parties as to the subject matter of this License Agreement. No additions to, or alterations of, the terms of this License Agreement, whether written or verbal, by the parties, their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this License Agreement which is formally approved and executed by both parties.
27. LICENSES AND STANDARDS
LICENSEE warrants that it has all necessary licenses and permits required by the laws of the United States, State of California, County of Orange, City of Anaheim, and all other appropriate governmental agencies, and agrees to maintain these licenses and permits in effect for the duration of this License Agreement. Further, LICENSEE warrants 15 that its employees shall conduct themselves in compliance with such laws and licensing requirements including, without limitation, compliance with laws applicable to sexual harassment and ethical behavior.
28. FINGERPRINTING
As a condition precedent to the effectiveness of this License Agreement and the furnishing of services hereunder, LICENSEE agrees to comply with the provisions of Education Code Section 10911.5, Penal Code Section 1105.3 and Public Resources Code Section 5164 with respect to the fingerprinting of employees and volunteers.
29. WAIVER
No waiver or failure to exercise any right, option or privilege under the terms of this License Agreement on any occasion shall be construed to be a waiver of any other right, option or privilege on any other occasion, and a consent to one assignment, transfer or use of LICENSEE's license hereunder by another person shall not be deemed to be a consent to any subsequent assignment or transfer or use by another person.
30. INDEPENDENT CONTRACTOR
30.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which LICENSEE, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of LICENSEE’s employees, representatives or agents, or in fixing their number, compensation or hours of service. LICENSEE shall perform all services required herein as an independent LICENSEE of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent LICENSEE with only such obligations as are consistent with that role.
LICENSEE shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of LICENSEE in its business or otherwise or a joint venture or a member of any joint enterprise with LICENSEE.
30.2 In consideration of the value of the LICENSEE granted herein, 16 LICENSEE agrees that 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 for employees, Agents, Representatives, Instructors or contractors of LICENSEE and LICENSEE 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.
31. NO THIRD-PARTY RIGHTS
The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this License Agreement or of any duty, covenant, obligation or undertaking established herein.
32. ATTORNEYS FEES
If any action at law or in equity shall be brought to recover for, or to enforce or to interpret any of the covenants, terms or conditions of this License Agreement, or for the recovery of the possession of the site, the prevailing party shall be entitled to recover from the other party as part of the prevailing party’s cost, reasonable attorney fees.
33. GOVERNING LAW
This License Agreement shall be governed by the laws of the State of California. If any portion of this License is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.
34. NOTICES
Any notice or demand required or permitted to be given by the terms of this Agreement, or by any law or statute may be given by ANAHEIM by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to LICENSEE at LICENSEE’s address or any new address provided by LICENSEE in writing to ANAHEIM. Service of said notice or demand on LICENSEE shall be complete five (5) days after deposit of said notice or demand in the mail.
Notices and communication concerning this Agreement shall be sent to the following addresses:
17 ANAHEIM:
WITH A COPY TO:
LICENSEE:
City Clerk
200 S. Anaheim Boulevard
Anaheim, California 92805
Telephone: (714) 765-5166
Facsimile: (714) 765-4105
City of Anaheim
Community Services Department
200 S.
Anaheim Boulevard, Suite 433
Anaheim, California 92805
Telephone: (714) 765-4986
Facsimile: (714) 765-4454
Higher Ground Youth and Family Services Inc.
Attention: Michael F. Deluca
23001 La Palma Avenue, 220A
Yorba Linda, California 92887
Either party may, by notice to the other party, change the address specified above. Service of notice or communication shall be complete when received at the designated address.
35. ENTIRE LICENSE
This License 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.
36. AUTHORITY AND EFFECTIVE DATE
36.1 LICENSEE and LICENSEE’s signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this License Agreement on behalf of LICENSEE and to bind LICENSEE hereto.
36.2 The Effective Date of this License Agreement shall be the date on which this Agreement is executed by ANAHEIM.
[Signatures on Following Page]
18 The parties hereto have caused this License Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
a municipal corporation
By
Sjany Larson-Cash
Director of Community Services
DATE OF EXECUTION: ATTEST:
City Clerk
"ANAHEIM"
HIGHER GROUND YOUTH AND FAMILY
SERVICES INC, a California Non-Profit
Corporation
DATE OF EXECUTION: By
Printed Name
Title
"LICENSEE"
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By
Bryn M. Morley
Deputy City Attorney
Date
154746.7
EXHIBIT A
MAP OF PROPERTY
1535 E. Broadway, Anaheim, CA 92805
Legend:
Proposed License Area
Park Property