LICENSE AND FACILITY OVERSIGHT AGREEMENT
THIS LICENSE AND FACILITY OVERSIGHT AGREEMENT is entered into effectivE AS of Jttly- 14* 2- 0%), (" Effective Date") by and between the GITY OF CHULA VISTA, a chartered municipal corporation (" City"), and Sunnyside Saddle Club, (" Licensee"), with reference to the following facts:
RECITALS
A. City owns and operates Rohr Park located al 4548 Sweetwater Road, more fully described herein below ( the " Park"); and
B. Licensee is an Equestrian Club that has historically operated at Rohr Park, and C. Licensee desires to continue operating at the City owned facility as shown on the attached Exhibit " A" ( Premises) and located at the Park to providing a venue for equestrian activities, shows and competitions; and
D. As the City desires to have those activities continue and be available to its residents, it is willing to grant a short- term License to Licensee, under the terms, covenants, conditions and provisions contained herein to allow activities until a more long term agreement can be reached.
NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
SECTION 1: GRANT OF LICENSE AND LICENSE DUTIES
1. 1 Premises. Subject to the terms, covenants, conditions and provisions hereof, City hereby grants Licensee a license to access and use the Premises for those uses specifically identified in section 1. 2 below
1. 2 Uses. lt is expressly agreed that the Premises shall be used by Licensee solely and exclusively for the purpose of providing a venue for equestrian activities, shows and competitions at the Park; and for such other related or incidental purposes as may be first approved in writing by the City' s Real Property Manager (" Managed'), and for no other purpose whatsoever.
Licensee covenants and agrees to use the Premises only for the above specified purpose and to diligently pursue said purpose throughout the term hereof. Licensee shall not use or permit any use of the Premises in any manner which disturbs the use and quiet enjoyment by City, any other City authorized parties, other users of the Park or any adjacent property owner' s or tenants. ln the event that Licensee fails to use the Premises during the hours of operation identified in section 5. 4 on a regular basis or uses the Premises for purposes not expressly authorized herein, the Licensee shall be deemed in default under this Agreement.
1. 3 Reservation of Rights.
with Licensee use of the Premises while
City shall not unreasonably or substantially interfere
Licensee is using the Premises as provided herein.
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However, in addition to any and all other rights, title and interest in the Premises, the City specifically retains the following rights:
a. Right to Enter. City has the right to enter the Premises for the purpose of performing maintenance, inspections, repairs or improvements, or developing municipal resources and services.
b. Events. City has the right to use for itself, and to make available for public and private use, all other portions of the Park. The parties agree to work together to coordinate Event scheduling to minimize conflicts.
1. 4 Licensee Responsibilities for Facilitf Oversight. ln consideration of City' s grant to Licensee of the license rights described herein, Licensee agrees to provide oversight services for the equestrian facility as more particularly described in Section 3 below.
SECTION 2: TERM
2. 1 Term. The term of this Agreement shall commence on July 1 , 2020 and shall terminate on June 30, 2021.
a. Options to Extend. The City, at its sole discretion, may grant the Licensee one one- year extension of this Agreement. Such extension shall be subject to the approval of the Real Property Manager. Unless othenrvise mutually agreed by the parties in writing, the terms and conditions of this Agreement shall remain in effect during the extended term. lf City for any reason cannot deliver possession of the Premises to Licensee at the commencement of the term, or if during the term of this Agreement Licensee is dispossessed for any reason whatsoever, City shall not be liable to Licensee for any loss or damage, including compensatory or punitive, resulting there from, and Licensee hereby waives and releases the City from and against any claims for loss or damage.
2. 2 Termination. Notwithstanding any other remedies provided by this Agreement, City has the right, at its sole discretion, without cause, to terminate this Agreement and the license granted herein, upon thirty ( 30) days written notice to Licensee. Licensee shall also have the right to terminate this Agreement upon thirty ( 30) days written notice to City. a. Termination for Cause. Notwithstanding the foregoing, in the event that Licensee has breached any material provision of this Agreement, in addition to any other remedies provided by law or equity, the City may terminate this Agreement upon ten ( 10) days written notice. The City at its discretion may provide Licensee an opportunity to cure the breach to avoid termination.
2. 3 Surrender of Premises. At the expiration or earlier termination of this Agreement, Licensee shall surrender the Premises to City free and clear of all liens and encumbrances, except those liens and encumbrances which existed on the date of the execution of this Agreement by City. The Premises, when surrendered by Licensee, shall be in a safe and sanitary condition and shall be in as good or better condition as the condition at the commencement of this Agreement, absent normal wear and tear. 7t1st2020
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SECTION 3: CONSIDERATION FOR LICENSE - FACILITY OVERSIGHT 3, 1 Consideration. No monetary consideration. For convenience only, consideration as set forth in this Section 3 may be referred to as rent.
3. 2 Facility Oversight. Licensee shall be responsible for controlling access to and from the Facility and insuring that employees, members and participants act in a professional manner that does not damage the image of or reflect badly on the City. Licensee shall also be responsible for maintenance and upkeep of the facility, keeping it in an attractive, good, neat, and orderly condition during the term of this Agreement as more particularly provided is Section
6. 3 hereof, below
SECTION 4: ! NSURANCE RISKS/ SECURITY
4. 1 lndemnity.
a. To the maximum extent allowed by law Licensee hereby agrees to defend, indemnify, and hold the City, its directors, officers, employees, and agents, harmless from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatever character, nature and kind, whether directly or indirectly arising from or connected with, or related to this Agreement or an act or omission of Licensee, or any employee, agent, invitee, contractor of Licensee, or other person acting by or on behalf of Licensee on or about the Facility, including, but not limited to, Iiability, expense, and claims for bodily injury, death, personal injury, or property damage, and any related attorneys' fees or court costs. This indemnity provision does not include any claims, damages, liability, costs and expenses ( including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees, or agents. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Licensee, its employees, agents or officers b. Costs of Defense and Award. lncluded in the obligations in Section a , above, is the Licensee' s obligation to defend, at Licensee' s own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/ or volunteers. Licensee shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/ or volunteers, for any and all legal expense and cost incurred byeach of them in connection therewith. c. lnsurance Proceeds. Licensee' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/ or volunteers.
d. Declarations. Licensee' s obligations under Section 4 shall not be limited by any prior or subsequent declaration by the Licensee.
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Enforcement Costs. Licensee agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Section 4.
Survival. Licensee' s obligations under Section 4 shall survive the termination of this Agreement.
4. 2 lnsurance. Licensee shall take out and maintain at all times during the term of this Agreement the following insurance at its sole expense:
Licensee shall maintain the following minimum limits:
General I iahility lnsrrranee
Commercial General Liability lnsurance covering liability of the Licensee with respect to all operations to be performed and all obligations assumed by the Licensee under the terms of this Agreement. Coverage for commercial general liability shall be at least as broad as lnsurance Services Office Commercial General Liability Coverage ( Occurrence Form CG 0001). Limits shall be no less than one million dollars ($ 1, 000, 000) per occurrence for bodily injury, personal injury and property damage. lf Commercial General Liability lnsurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply to the Facility ( with the ISO CG 2503, or ISO CG 2504, or insurer' s equivalent endorsement provided to City) or the general aggregate limit shall be twice the required occurrence limit.
Automohile Liahility lnsurance
Not Applicable
Workers' Comnensation and Emf, loyer' s Liahility Insurance Workers' Compensation and Employer' s Liability lnsurance complying with the requirements of all applicable laws relating to workers' compensation insurance, covering or insuring all of the Licensee' s employees working on or about the Facility. Limits shall be no less than statutory limits per accident for bodily injury and disease. By his/ her signature hereunder, Licensee certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and it will comply with such provisions in connection with any work performed on or about the Facility. Any persons providing services with or on behalf of Licensee shall be covered by workers' compensation ( or qualified self- insurance) AII insurance companies affording coverage to the Licensee shall be required to add the City of Chula Vista, its officials, officers, employees, and agents as additional insured( s)" under the insurance policy( s) required in accordance with this Agreement, Licensee shall fumish ( or cause to be furnished) a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance 7t15t2020
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e.
f_
a.
b.
d.
e.
f.
g.
h.
coverage. This countersigned certificate ( and separate endorsement page) shall name the City and the City, their officers, agents, employees, and authorized volunteers as additional insured under the policy. Coverage provided hereunder to the City and City as additional insured by Licensee shall be primary insurance and other insurance maintained by the City, its officials, officers, agents and/ or employees, shall be excess only and not contributing with insurance provided pursuant this Section 4. 02, and shall contain such provision in the policy( ies), certificate( s) and/ or endorsement( s). The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City, its officials, officers, employees, and agents.
All insurance companies affording coverage to the Licensee shall be insurance organizations acceptable to the City, and authorized by the lnsurance Commissioner of the State Department of lnsurance to transact business of insurance in the State of Califomia. lnsurance is to be placed with insurers having a current A. M. Best rating of no less than A-, VII or equivalent or as othenruise approved by City.
All insurance companies affording coverage shall provide thirty ( 30) days written notice to the City should the policy be cancelled before the expiration date. For the purposes of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation,
Licensee shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance, in a form satisfactory to the General Counsel ( City Attorney), concurrently with the submittal of this Agreement.
Licensee shall provide a substitute certificate of insurance no later than thirty 30) days prior to the policy expiration date. Failure by the Licensee to provide such a substitution and extend the policy expiration date shall be considered a default by Licensee and may subject the Licensee to a termination of this Agreement.
Maintenance of insurance by the Licensee as specified in this Agreement shall in no way be interpreted as relieving the Licensee of any responsibility whatever and the Licensee may carry, at its own expense, such additional insurance as it deems necessary.
lf Licensee fails or refuses to take out and maintain the required insurance, or fails to provide the proof of coverage, City has the right to obtain the insurance.
Licensee shall reimburse City for the premiums paid with interest at the maximum allowable legal rate then in effect in California. City shall give notice of the payment of premiums within thirty ( 30) days of payment stating the amount paid, names of the insurer( s), and rate of interest. Said reimbursement and interest shall be paid by Licensee on the first ( 1st) day of the month following the notice of payment by City.
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prior written notice. City' s requirements shall be designed to assure protection from and against the kind and extent of risk existing on the Facility. Licensee also agrees to obtain any additional insurance required by City for new improvements, in order to meet the requirements of this Agreement.
j. Notwithstanding the preceding provisions of this Section 4. 02, any failure or refusal by Licensee to take out or maintain insurance as required in this Agreement, or failure to provide the proof of insurance, shall be deemed a default under this Agreement and in such event, City may terminate this Agreement upon three ( 3) days written notice to Licensee. For the purposes of this Agreement, the condition to provide the insurance coverage required under this Section 4. 02 shall be in addition to rent.
4. 3 Accident Reports. Licensee shall report to City within 24 hours any accident causing any property damage or any serious injury to persons on or about the Facility. This report shall contain the names and addresses of the parties involved a statement of the circumstan@s, the date and hour, the names and addresses of any witnesses and other pertinent information.
SECTION 5: TERMS AND GONDITIONS OF OCCUPANCY
5. 1 Form of Agreement. This Agreement is a limited License for the use of the Facility for those particular purposes identified in Section 1. 2. Nothing in this Agreement shall be interpreted to grant any interest in the Facility other than that specifled in this Agreement.
At no time shall the Licensee' s limited interest in the Facility ripen into a leasehold or fee interest with a claim or right to exclusive possession thereof.
5. 2 Right to Occupy. Licensee right to occupy the Facility may be terminated by City at any time if Licensee fails to satisfactorily perform the improvement, maintenance, and upkeep duties or responsibilities of Licensee set forth hereunder. City reserves the right to terminate this Agreement as may be provided for elsewhere herein. The City reserves the right to pause or cease Licensee' s operations at this location at any time if deemed necessary for public safety by the State of California, the County of San Diego, the City Manager or her designee.
5. 3 Taxes. Licensee shall pay, before delinquency, alltaxes, assessments, and fees assessed or levied upon Licensee or the Facility, including the land, any buildings, structures, machines, equipment, appliances, or other improvements or property of any nature whatsoever erected, installed, or maintained by Licensee or levied by reason of the business or other Licensee activities related to the Facility, including any licenses or permits. Licensee recognizes and agrees that this Agreement may create a possessory interest subject to property taxation, and that Licensee may be subject to the payment of taxes levied on such interest, and that Licensee shall pay all such possessory interest taxes prior to their delinquency.
5. 4 Hours of Operation. Licensee may conduct the uses permitted herein and be present at the Facility any time during Park' s normal hours of operation and other hours as arranged in advance with the Real Property Manager. Licensee shall provide access control to the Facility and a manner approved by City to prevent unauthorized access to the facility during Licensee' s hours of operation.
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5. 5 Utilities. Licensee agrees that utilities may be available under this License and the cost thereof shall be borne by the City. Use of said utilities shall be only as needed to carry on the operations permitted under this License.
5. 6 Business License. Licensee shall maintain a valid City of Chula Vista Business License at all times during operations covered by this License.
SECTION 6: I M P ROVE M E NTS/ ALT ERATION S/ REPAI RS
6. 1 Acceptance of Facility. The Facility is being offered to Licensee in an As- ls and Where- ls condition without any warranty, expressed or implied. Licensee represents and warrants that it has independently inspected the Facility and made all tests, investigations, and observations necessary to satisfy itself of the condition of the Facility and all improvement appurtenant thereto. Licensee acknowledges it is relying solely on such independent inspection, tests, investigations, and observations in making this Agreement. Licensee further acknowledges that the Facility are in the condition called for by this Agreement, and that Licensee does not hold City responsible for any defects, whether latent or patent, in the Facility.
6. 2 Wasie, Damage. or Destruction. Licensee shall give notice to City of any fire or other damage that occurs on the Facility within twenty four ( 24) hours of such fire or damage.
Licensee shall not commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the Facility, adjoining sidewalks, and other public areas, clean and clear of refuse and obstructions, and to dispose of all garbage, trash, and rubbish in a manner satisfactory to City. lf the Facility shall be damaged by any cause which puts the Facility into a condition which is not decent, safe, healthy and sanitary, Licensee agrees to make or cause to be made full repair of said damage and to restore the Facility to the condition which existed prior to said damage; or, at City' s option, and upon receipt of written demand thereof, Licensee agrees to clear and remove from the Facility all debris resulting from said damage and repair the Facility in accordance with plans and speciflcations previously submitted to City and approved in writing in order to replace in kind and scope the improvements which existed prior to such damage. Licensee shall be responsible for all costs incurred in the repair and restoration or rebuilding of the Facility.
Licensee shall not cause or permit any hazardous material to be used, stored, transported, generated, or disposed in or about the Facility by Licensee, Licensee' s agents, employees, contractors, Licensees, or invitees. " Hazardous Material" means any hazardous, toxic, or infectious substance, material, or waste, which is or becomes regulated by any local governmental entity, the State of California, or the United States government under any law, regulation or ordinance.
6. 3 Maintenance. Licensee agrees to provide periodic maintenance of the Facility throughout the term of this Agreement. Licensee shall also be responsible for limited maintenance of the Facility as follows: periodic cleaning and sweeping/ mopping as ne@ssary.
Licensee will make customary and usual maintenance necessary to maintain and preserve the Facility. Licensee shall remove and lawfully and properly dispose of all garbage, litter, trash, debris, and rubbish from or about the Facility, adjoining sidewalks, and other public areas, on a daily basis. All maintenance and other Licensee duties set forth herein shall, during the term 7t1512020
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hereof, be done at Licensee sole cost and expense and City shall not be called upon for any outlay or expense related thereto. Major maintenance andior repair issues must be referred to City for evaluation prior to any work being performed or cost therefore incurred. City at its sole discretion shall determine what work shall be performed. Major maintenance andi or repair issues that are not a direct result of Licensee' s actions shall be the responsibility of the City. lf at any time during the term of this Agreement, City reasonably determines that the Facility are not in a decent, safe, healthy, and sanitary condition, City may, at its sole discretion and option, terminate this Agreement upon written notice to Licensee and regain possession of the Facility from Licensee. lf the condition is proximately caused by Licensee' s use of the Facility, City may upon written notice to Licensee, have any necessary maintenance work done in order to place the Facility back to a decent, safe, healthy, and sanitary condition at the expense of Licensee. ln such event, City shall provide Licensee written notice and itemized billing showing the work performed and Licensee shall make payment to City no later than thirty ( 30) days after receipt of said notice and billing. The rights reserved in this Section 6. 3 shall not create any obligations on City or increase obligations elsewhere in this Agreement imposed on City.
The provisions of this Section 6. 3 shall survive the expiration or earlier termination of this Agreement.
6. 4 lmprovements/ Alterations. No improvements, structures, orinstallationsshall be constructed on the Facility, and the Facility may not be altered by Licensee without prior written approval by the City. This provision shall not relieve Licensee of any obligation under this Agreement to maintain the Facility in a decent, safe, healthy, and sanitary condition, including structural repair and restoration of damaged or worn improvements. City shall not be called upon to, or be obligated by this Agreement to make or assume any expense for any existing improvements or alterations.
6. 5 Liens. Licensee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance, or claim on or with respect to all or any portion of the Facility without the prior written consent of the City' s Property Manager. Licensee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim on or with respect to all or any portion of the Facility for which Licensee does not have the prior written consent of the City' s Property Manager.
6. 6 Signs. Licensee will be allowed one banner advertising the business and indicating Licensee' s hours of operation. Licensee shall not erect or display any other banners, pennants, flags, posters, signs, decorations, marquees, awnings, or similar devices or advertising on or about the Facility without the prior written consent of City. lf any such unauthorized item is found on the Facility, Licensee shall remove the item at its expense within twenty- four Qal hours of written notice thereof by City, or City may thereupon remove the item at Licensee' s cost.
6. 7 Ownership of lmprovements. Any and all improvements, structures, and installations or additions to the Facility now existing or constructed on the Facility by Licensee shall at Agreement expiration or termination be deemed to be part of the Facility and shall become, at City' s option, City' s property, free of all liens and claims except as otherwise provided in this Agreement. lf the City chooses not to accept improvements made by Licensee, during the term of this License, and prefers to have such improvements removed, Licensee shall do so at its sole cost and expense.
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6. 8 Breach by Licensee. Licensee' s refusal or failure to meet its obligations under this Section 6 shall be deemed a breach of this Agreement, and in such event, City may, in addition to any other remedies it may have at law or equity, terminate this Agreement pursuant to the provision of Section 7. 10 or elsewhere herein.
SECTION 7: GENERAL PROVISIONS
7. 1 Notices. All notices, demands, requests, consents or other communications which this Agreement contemplates or authorizes, or requires or permits either party to give to the other, shall be in writing and shall be personally delivered or mailed, postage prepaid, to the respective party as follows:
To Gity:
Rick Ryals
Real Property Manager
City of Chula Vista
Department of Public Works
276 Fourth Avenue
Chula Vista, CA 91910
To Licensee:
Sunnyside Saddle Club
P. O. Box 57
Bonita, CA 91908
Attention: Richelle Farley, President
Phone: ( 619) 869- 6476
Either party may change its address by notice to the other party as provided herein.
Communications shall be deemed to have been given and received on the first to occur of: ( i) actual receipt at the offices of the party to whom the communication is to be sent, as designated above; or ( ii) three working days following the deposit in the United States Mail of certified mail, postage prepaid, return receipt requested, addressed to the offices of the party to whom the communication is to be sent, as designated above, or ( iii) actual receipt if made by recognized reliable currier service who maintains a receipt of delivery.
7. 2 City Approval, The City' s Property Manager shall be the City' s authorized representative in the interpretation and enforcement of all work performed in connection with this Agreement.
7. 3 Nondiscrimination. Licensee agrees not to discriminate in any manner against or segregation of any person or persons, on account of race, color, religion, sex, familiar status, national origin, ancestry, age, disability or sexual orientation in the use, occupancy, tenure or enjoyment of the Facility, nor shall Licensee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Facility.
7. 4 Fqual Opportunity. Licensee shall assure applicants are employed and that employees are treated during employment wlthout regard to race, familial status, color, religion, sex or national origin. Licensee hereby certify to City that Licensee is in compliance and throughout the term of this Agreement will comply with Title Vll of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, and any other applicable Federal, State and Local law, regulation and policy ( including without limitation those adopted by City) 7t15t2020
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related to equal employment and opportunity including any such law, regulation, and policy hereinafter enacted.
a. Compliance and performance by Licensee of the equal employment and opportunity provision of this Agreement is an express condition hereof and any failure by Licensee to so comply and perform shall be a default of this Agreement and City may exercise any right as provided herein and as othenrvise provided by law.
7. 5 Entire Agreement. This Agreement comprises the entire integrated understanding between City and Licensee concerning the use and occupation of the Facility and supersedes all prior negotiations, representations, or agreements. Each party has relied on its own examination of the Facility, advice from its own attorneys, and the warranties, representations, and covenants of the Agreement itself.
7. 6 lnterpretation of the Agreement. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California.
The Agreement does not limit any other rights or remedies available to City. a. Licensee shall be responsible for complying with all Local, State, and Federal laws whether or not said laws are expressly stated or referred to herein. b. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such provision, and all other provisions which are othenivise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable.
c. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
7. 7 Agreement Modification. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto.
7. 8 Attorney' s Fees. ln the event a suit is commenced by City against Licensee to enforce payment of amounts due, or to enforce any of the terms and conditions hereof, or in case City shall commence summary action under the laws of the State of California relating to the unlawful detention of Facility, for forfeit of this Agreement, and the possession of the Facility, provided City effects a recovery, Licensee shall pay City all reasonable costs expended in any action, together with a reasonable attorney' s fee to be fixed by the court. Venue for any such suit or action shall be California Superior Court, San Diego County, North County Branch.
7. 9 Assignment and Subletting- No Encumbrance. This Agreement and any portion thereof shall not be assigned, transferred, or sublet, nor shall any of the Licensee' s duties be delegated, without the express written consent of City in its sole discretion. Any attempt to assign or delegate this Agreement without the express written consent of City shall be void and of no force or effect. A consent by City to one assignment, transfer, sublease, or delegation shall not be deemed to be a consent to any subsequent assignment, transfer, sublease, or delegation.
7. 10 Defaults and Termination. If City
complying with the terms of this Agreement, City
has a good faith belief that Licensee is not
shall give written notice of the default ( with
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reasonable specificity) to Licensee and demand the default to be cured within ten ( 10) days of the notice. lf Licensee is actually in default of this Agreement and fails to cure the default within ten ( 10) days of the notice, or, if more than ten ( 10) days are reasonably required to cure the defaultand Licensee failsto give adequate assurance of due performance within ten ( 10) days of the notice, City may terminate this Agreement upon written notice to Licensee.
City may also terminate this Agreement upon written notice to Licensee in the event that:
a. Licensee has previously been notified by City of Licensee' s default under this Agreement and Licensee, after beginning to cure the default, fails to diligently pursue the cure of the default to completion; or
b. Licensee shall voluntarily file or have involuntarily filed against it any petition under any bankruptcy or insolvency act or law; or
c. Licensee shall be adjudicated a bankruptcy; or
d. Licensee shall make a general assignment for the benefit of creditors.
Upon termination, City may immediately enter and take possession of the Facility.
7. 11 No Waiver. The failure to require the remedy of a breach or enforce the terms and conditions of this Agreement in one instance or several instances shall not be interpreted to be a waiver of the right to enforce the terms and conditions of this Agreement for any subsequent breach.
7. 12 Other Regulations. All use of the Facility by Licensee under this Agreement shall be in accordance with the laws of the United States of America, the State of California, the County of San Diego, and in accordance with all applicative rules and regulations and ordinances of the City of Chula Vista now in force, or hereinafter prescribed or promulgated by resolution or ordinance or by Local, State or Federal law.
7. 13 Time is of Essence; Provisions Binding on Successors. Time is of the essence of all of the terms, covenants and conditions of this Agreement and, except as othenivise provided herein, all of the terms, covenants and conditions of this Agreement shall apply to, benefit and bind the successors and assigns of the respective parties, jointly and individually.
7. 14 Section Headings. The Table of Contents and the section headings contained herein are for convenience only and are not intended to define or limit the scope of any provision thereof.
7. 15 Gender/ Singrrlar/ Plural. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the masculine and neuter, and each includes corporation, partnership, or other legal entity when the context so requires. The singular number includes the plural whenever the context so requires.
7. 16 Non- liability of Officials. No member, official or employee of the City shall be personally liable to Licensee, its assigns or successors in interest, in the event of any default or 711512020
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breach by the City, for any amount which may become due to Licensee its assigns or successors, or in any obligations under the terms of this Agreement.
7. 17 Relationship between City and Licensee. lt is hereby acknowledged that the relationship between City and Licensee is that of landowner and tenant at will and not that of a partnership or joint venture and that City and Licensee shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein, the City shall have no duties or obligations with respect to the improvement, maintenance or upkeep of the Facility.
7. 18 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1. 34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
7. 19 Signatories. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Licensee and the City.
INEXT PAGE IS SIGNATURE PAGE]
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