FACILITIES USE LICENSE AGREEMENT
BETWEEN THE CITY OF CHULA VISTA
AND
SUNNYSIDE SADDLE CLUB
This Facilities Use License Agreement is entered into effective October 18, 2023 (“Effective Date”) by and between the City of Chula Vista ("City"), a chartered municipal corporation of the State of California, and the Sunnyside Saddle Club of Bonita, California ("Licensee"), a non-profit organization , with reference to the following facts:
RECITALS
A. City is the owner of Rohr Park, located at 4548 Sweetwater Road, Bonita, CA 91902 ("Park").
B. Licensee is non-profit horse show youth organization , which is located in Bonita, and provides non- professional riders with an opportunity to show their horses.
C. Licensee desires to continue using a portion of the Park for equestrian activities, shows, and competitions.
D. City desires to enter into facilities use agreement to allow Licensee to continue using a portion of the Park for equestrian activities for youth in the community.
E. The Sunnyside Saddle Club represents that it has a history of over 60 years of operation and 40 years operating at this location prior to City owning the Park.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
SECTION 1: GRANT OF LICENSE.
1.1 Facility.
a. City hereby grants to Licensee, and Licensee hereby accepts from City, a n exclusive license to access and use the portion of the Park, as shown on Exhibit A attached and incorporated hereto, containing the equestrian arena, bleachers, horse tie rails, irrigations system and timers , shed, entry booth, and snack shack (the “Primary Facility”), and a non-exclusive license to access and use the portion of the Park, as shown on Exhibit A, containing the warm up arena, turnout ring, and parking lot(s) (the “ Associated Facility ”) (Primary Facility and Associated Facility, collectively “Facility”), located between the Chula Vista Golf Course Trail and Sweetwater Road during the Term (as defined in Section 2 below) for the Permitted Uses (as described in section
1.2.a, below) and upon all other terms and conditions of this Agreement (the "License").
b. No Property Right . 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 specified in this Agreement. At no time shall the interests granted by this License ripen into a leasehold or fee interest with a claim or right to
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exclusive possession thereof.
1.2 Permitted Uses. It is expressly agreed that the Facility shall be used by Licensee solely and exclusively for the purposes of non-professional equestrian activities, shows, and competitions during the times and dates specified in section 6.1.a., to be scheduled by Licensee, and with City approval on dates and times other than those specified in section 6.1.a. Licensee covenants and agrees to use the Facility only for the above specified purposes. Licensee shall not use or permit any use of the Facility in any manner which disturbs the use and quiet enjoyment by City, any City -authorized parties (including members of the public) making use of the Facility or Park, or any adjacent property owners or tenants. In the event that Licensee uses the Facility for purposes not expressly authorized herein, Licensee shall be deemed in default under this Agreement.
1.3 Reservation of Rights. In addition to any and all other rights, title and interest in the Facilit y, the City specifically retains the following rights with respect to the Facility:
a. Right to Enter. The right to enter the Facilit y for the purpose of performing maintenance, inspections, repairs or improvements, or developing resources and services.
b. Right to Pause or Cease Licensee Use . The City reserves the right to pause or cease Licensee’s use of the Facility at any time if deemed necessary in the interest of public safety or necessity, as determined by the City Manager in the City Manager’s sole discretion.
c. Events. In the event the City should need its Facility to perform required maintenance or repairs or any other type of business during a time scheduled for use by Licensee, Licensee agrees to cancel the day or days in conflict. City shall seek to provide the Licensee as much advance notice as reasonably possible. _r'
1.4 "As Is". The Facility is being offered by City to Licensee under this Agreement in an As-ls and Where- Is condition without any warranty, expressed or implied. Licensee represents and warrants that it has independently inspected the Facilit y and made all tests, investigations, and observations necessary to satisfy itself of the condition of the Facili ty 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 is 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.
1.5 Accidents or Damage. Licensee shall immediately report to the City any accident causing any property damage or any injury to persons on or about the Facility on days of Club events. This report shall contain the names and addresses of the parties involved, a statement of the circumstances, the date and hour, the names and addresses of any witnesses and other pertinent information.
1.6 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 of any portion of the Facility.
SECTION 2: TERM
2.1 Term. The term of the License shall begin on October 18, 2023 and end on October 17, 2028.
2.2 Options to Extend. The City, at its sole discretion, has the option to extend this License for an additional
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five year term. The City Manager shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, such extension shall be on the same terms and conditions contained herein. The Licensee shall give written notice to City of the Licensee’s request to extend the License at least 120 days prior to the expiration of the term.
2.3 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.
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 10 days written notice. City shall notice Licensee at least 10 days in advance and provide an opportunity to cure the breach to avoid termination. If the breach is not cured to the City's satisfaction within 10 days of the notice, the termination shall take effect.
2.4 Surrender of Faciliti es. At the expiration or earlier termination of this Agreement, Licensee shall surrender the Facility licensed to Licensee to City, free and clear of all liens and encumbrances, except those liens and encumbrances which existed on the effective date of this Agreement.
a. Condition of Facilities Upon Surrender. Upon expiration or earlier termination of this Agreement, Licensee shall ensure that the Facility is in a safe and sanitary condition and in as good or better condition as the condition at the commencement of this Agreement, absent normal wear and tear.
Any costs associated with restoring the Facility to its pre-Agreement condition shall be borne by and be the sole obligation of Licensee. Prior to performing any repairs to any Facility, Licensee shall obtain approval from City. In the event that Licensee fails to restore the Facility to its pre Agreement condition, City may, at its sole discretion, perform such repairs and invoice Licensee for any costs or expenses associated with such restoration and Licensee shall remit payment in full to City within ten (10) days from the date of invoice.
SECTION 3. LICENSEE OPERATIONAL REQUIREMENTS.
3.1 Compliance with Laws. During the Term, Licensee shall comply, at its sole cost and expense, with all applicable laws, ordinances, codes, rules, regulations, orders, and other lawful requirements of the governmental bodies having jurisdiction, which are applicable to, or by reason of, Licensee’s particular use of the Facility.
3.2 Valid Business License. Licensee shall maintain a valid City of Chula Vista Business License at all times during operations covered by this License.
3.3 Supervision at Facilit y. Licensee shall furnish, at a minimum, all supervision that is required by any applicable law, regulation and/or policy during its licensed use of the Facilit y, as well as any additional supervision required by City and this Agreement.
3.4 Sanitation. During its licensed use of the Facilit y, Licensee shall keep the Facilit y, and adjoining area clean and clear of refuse and obstructions, and dispose of all garbage, trash, and rubbish in a manner satisfactory to City.
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3.5 Safety. Licensee shall notify City of any unsafe condition of the licensed Facility, as well as any unsafe practices occurring thereon, regardless of whether such condition or practices are subject to Licensee’s control. Licensee shall cooperate fully with City in the investigation of any crime, injury , or death occurring on the Facility, including providing a prompt report thereof to City.
3.6 Nuisance. During its licensed use of the Facility, Licensee shall not use or permit the use of the Facility for any purpose which would constitute a nu isance or unreasonable annoyance to adjacent areas, other than that which may be required by law or necessary or advisable for safety purposes.
3.7 Access Control. Licensee shall provide access control to the Facility in a manner approved by City to prevent unauthorized access to the Facility during Licensee’s the term of this agreement.
3.8 Advertising or Promotional Materials. Licensee may distribute or cause to be distributed any advertising, or promotional materials regarding its licensed use of the Facility. a. Signs. Licensee may erect or display one banner advertising the organization (and any event sponsors) and indicating Licensee’s hours of operation. Licensee is permitted to erect or display any other banners, pennants, flags, posters, signs, decorations, marquees, awnings, or similar devices or advertising on or about the licensed Facilit y during days of events only. In addition to other remedies that the City may have under this Agreement, if any such unauthorized item is found on the Facility, Licensee shall remove the item at its expense within twenty four (24) hours of written notice thereof by the City, or City may thereupon remove the item at the Licensee’s cost.
3.9 Waste, Damage, or Destruction. Licensee shall not commit or suffer to be committed any waste, injury, or damage to the Facility or equipment during its licensed use of such Facility, and shall be obligated to reimburse City for any costs or expenses incurred for the replacement or repair of the Facilit y or equipment occurring during the period of its use of the Facility, excepting that occurring due to ordinary and reasonable use.
3.10 Hazardous Materials. Licensee shall not cause or permit any hazardous material to be used, stored, transported, generated, or disposed in or about the Facilit y, or its 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.
SECTION 4: IMPROVEMENTS AND ALTERATIONS.
4.1 Construction or Installation of Improvements. Licensee shall not construct or install improvements on the Facility, and Facility may not be altered by Licensee without prior written approval by 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, or be obligated by this Agreement, to make or assume any expense for any existing improvements or alterations.
4.2 Ownership of Improvements. 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. If City chooses not to accept improvements made by Licensee and prefers to have such improvements removed, Licensee shall do so
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at its sole cost and expense.
SECTION 5: MAINTENANCE.
5.1 Facility Operations, Maintenance, and Repair.
a. Licensee shall inspect the Facility before the use of the Facility to ensure the Facility meets the use needs of Licensee, is in good condition , and meets the standards required by Licensee to conduct proposed activities.
b. Any Facility, or portion of a Facility, that is not adequately maintained and equipped or otherwise fails to meet the reasonable expectations of Licensee prior to the effective date of this Agreement shall be brought up to a condition acceptable to both parties prior to the commencement of use.
At the time Licensee begins using a Facility pursuant to the terms of this Agreement, any further deficiencies in Facility or equipment will be deemed waived. City is responsible for maintenance of Associated Facility. Licensee is responsible for maintenance of Primary Facility.
c. At its cost, Licensee shall operate, maintain and repair the Primary Facility in the condition as it existed at the time of commencement of this Agreement.
5.2 Normal Cleanup Maintenance. Except for conditions which may be corrected by normal park services, Licensee shall leave the Facility licensed to it, at the conclusion of its use, in a neat and clean condition that does not impose any additional duty on the City’s staff, or upon the next occupant of the Facility.
5.3 Utilities. Licensee shall be responsible for paying for all costs for electricity at the Primary Facility. City shall be responsible for providing water and trash collection at the Facility.
SECTION 6: USE, SCHEDULING, AND FEES
6.1 Licensee Use of the Facility.
a. Primary Facility. Licensee is licensed to use the Primary Facility for equestrian activities every day of the calendar year during Park’s normal hours of operation. No other activities shall be permitted.
b. Associated Facility. Licensee is licensed to have exclusive use of the Associated Facility for equestrian activities up to twenty (20) days per calendar year for ten events (2 days of use per event), during Park’s normal hours of operation. A list of annual event dates shall be provided to the City Manager by February 1st each year for the term of the agreement. Use of the Associated Facility on additional days may be authorized as arranged in writing in advance with the City Manager. No other activities shall be permitted.
c. Licensee must abide by Park rules, the Chula Vista Municipal Code, and all other applicable laws and regulations.
6.2 Scheduling Changes. The City and Licensee upon mutual written agreement may make changes to the schedule of use identified in section 6 above.
6.3 Licensee Fees. The Licensee shall pay $50 to City no later than November 1 of each year during the term of this Agreement.
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SECTION 7: JOINT INSPECTION OF FACILITIES.
7.1 Inspection of Facilities. Prior to using the Facilit y and at the conclusion of the Term , the parties s hall arrange a mutually convenient time to conduct an inspection of the Facilit y. During the inspection, Licensee and the City shall observe and record the condition of the Facilit y. These inspections shall be the basis for determining the nature and extent of the parties' obligations under section 2.4.
SECTION 8: INDEMNITY/INSURANCE RISKS/SECURITY.
8.1 Indemnity.
a. Generally. To the maximum extent allowed by law, Licensee shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action , costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Licensee, its officials, officers, employees, agents, members, and contractors, arising out of or in connection with the use of the Facility or Park, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties.
Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or o missions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Licensee, its employees, agents or officers, or any third party.
b. Costs of Defense and Award. Included in Licensee’s obligations under this Section 8.1 is Licensee’s obligation to defend, at Licensee’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more o f the Indemnified Parties. Subject to the limitations in this Section 8.1, Licensee shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
c. Licensee’s Obligations Not Limited or Modified. Licensee’s obligations under this Section 8.1 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Licensee. Furthermore, Licensee’s obligations under this Section 8.1 shall in no way limit, modify or excuse any of Licensee’s other obligations or duties under this Agreement.
d. Enforcement Costs. Licensee agrees to pay any and all costs and fees City i ncurs in enforcing Licensee’s obligations under this Section 8.1.
e. Survival. Licensee’s obligations under this Section 8.1 shall survive the termination of this
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Agreement.
8.2 Insurance.
a. Licensee shall take out and maintain at all times during the term of this Agreement the following insurance at its sole expense:
1) General Liability Insurance. Commercial General Liability Insurance 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 Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001) . Limits shall be no less than two million dollars (2,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply to the Facilities (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 require d occurrence limit. The two million dollar general liability limit may be reached by combining primary and excess or umbrella limits. 2) Automobile Liability Insurance. Not Applicable
3) Workers' Compensation and Employer's Liability Insurance. Workers' Compensation and Employer's Liability Insurance 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 its 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 wo rkers' 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 Facilities. Any persons providing services with or on behalf of Licensee shall be covered by workers' compensation (or qualified self-insurance).
b. All insurance companies affording coverage to Licensee shall be required to add City, its officials, officers, employees, and agents as "additional insured(s)" under the insurance policy(s) required in accordance with this Agreement. Licensee shall furnish (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 coverage . This countersigned certificate (and endorsement) shall name City and its officials, officers, agents, employees, and authori zed volunteers as additional insured under the policy. 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.
c. All insurance companies affordin g coverage to Licensee shall be insurance organizations acceptable to City, and authorized by the Insurance Commissioner of the State Department of Insurance to transact business of insurance in the State of California. Insurance is to be placed with insur ers having a current AM. Best rating of no less than A -, VII or equivalent or as otherwise approved by City.
d. All insurance companies affording coverage shall provide thirty (30) days written notice to the
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City should the policy be cancelled before the exp iration date. For the purposes of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation.
e. Licensee shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance, in a form satisfactory to the City Attorney, concurrently with the submittal of this Agreement.
f. Licensee shall provide a substitute certificate of insurance no later than thirty (30) days prior to the policy expiration date. Failure by Licensee to provide such a substitution and extend the policy expiration date shall be considered a default by Licensee and may subject Licensee to a termination of this Agreement.
g. Maintenance of insurance by each party as specified in this Agreement shall in no way be interpreted as relieving the other party of any responsibility whatever and the other party may carry, at its own expense, such additional insurance as it deems necessary.
h. If 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 the Licensee on the first (1st) day of the month following the notice of payment by the other party.
i. City, at its discretion, may require the revision of amounts and coverage at anytime during the term of this Agreement by giving Licensee sixty (60) days 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 8.2, 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.
SECTION 9: GENERAL PROVISIONS.
9.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement.
9.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number.
9.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement.
9.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part
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hereof.
9.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the Licensee, shall be deemed to be both covenants and conditions.
9.6 Integration. This Agreement fully expresses all understandings of the parties concerning the matters covered in this Agreement. No change, alteration, or modification of the terms or conditions of this Agreement, and no verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing by both parties or an amendment to this Agreement agreed to by both parties. All prior negotiations and agreements are mer ged into this Agreement.
9.7 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal.
9.8 Drafting Ambiguities. The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision whic h is the sole responsibility of each party. This Agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of the Agreement. ' '
9.9 Conflicts Between Terms. If a conflict exists between applicable federal, state, or local law, rule, regulation, order; or code and this Agreement, the law, rule, regulation, order, or code shall contro l.
Varying degrees of stringency among the mai n body of this Agreement and laws, rules, regul ations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each party shall notify the other immed iately upon the identification of any apparent conflict or inconsistency concerning this Agreement.
9.10 Prompt Performance. Time is of the essence of each covenant and condition set forth in this Agreement.
9.11 Good Faith Performance. The parties shall cooperate with each other in good faith and assist each other in the performance of the provisions of this Agreement.
9.12 Further Assurances. Licensee agrees to execute and deliver such additional documents as may be required to effectuate the purposes of this Agreement.
9.13 Compliance with Controlling Law. Licensee shall comply with all laws, ordinances, regulations, a nd policies of the federal, state, and local governments applicable to this Agreement. In addition, Licensee shall comply immediately with all directives issued by the City or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations, with respect to its use of Facilit y under this Agreement. The laws of the State of California shall govern and control the terms and conditions of this Agreement.
9.14 Jurisdiction, Venue, and Attorney Fees. The venue for any suit or p roceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California.
9.15 Municipal Powers. Nothing contained in this Agreement shall be construed as a limitation upon the
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powers of the City as a chartered city of the State of California.
9.16 Relationship between Parties. It is hereby acknowledged that the relationship between the parties is that of licensor/licensee and not that of a partnership or joint venture and that neither party shall 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 obligatio ns with respect to the improvement, maintenance or upkeep of the Facility other than those specifically identified in this Agreement, and Licensee shall have no duties or obligations with respect to the Facility other than those specifically identified in this Agreement.
9.17 Third Party Relationships. Nothing in this Agreement shall create a contractual relationship between City or Licensee and any third party, including the other party's contractors or invitees.
9.18 Non-Assignment. Licensee shall not assign this Agreement or any obligations under this Agreement, whether by express assignment or by sale, nor any monies due or to become due, without City’s prior written approval. Any assignment in violation of this paragraph shall constitute a Default and is grounds for immediate termination of this Agreement, at the sole discretion of City. In no event shall any putative assignment create a contractual relationship between the City and any putative assignee.
9.19 Nondiscrimination. Licensee agrees not to discriminate in any manner against or segregation of any person or persons, on account of actual or perceived race, color, religion, sex, familiar status, immigration, national origin, ancestry, age, disability or sexual orientation in the use, occupancy, tenure or enjoyment of the Facility, nor shall Licensee, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the use of the Facility.
9.20 No Waiver. No failure of the City to insist upon the strict performance by Licensee of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach.
9.21 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, and such policies and procedures used by the City in the implementation of same. Upon request by either party the other party shall meet and con fer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
9.22 Non-liability of Officials. No member, official or employee of the City shall be personally liable to the Licensee, or its assigns or successors in inte rest, in the event of any default or breach, for any amount which may become due to Licensee or its assigns or successors, or in any obligations under the terms of this Agreement.
9.23 Notices. Any notice required or permitted to be given hereunder must be in writing and given by: (a) personal delivery; (b) delivery by United States Postal Service certified mail, with postage prepaid and return receipt required; or (c) delivery by a reputable overnight courier to the following addresses:
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To City: Danny Schreck, Parks Supervisor
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, CA 91910
[email protected]
To Licensee: Sunnyside Saddle Club
Attn: Richelle Farley
P.O. Box 57
Bonita, CA 91908
[email protected]
a. Changes in Address. Either party may change its address by notice to the other party as provided herein.
b. Receipt of Communications. 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.
9.24 Signing Authority. The representative for each party signing on behalf of a corporation, partnership, joint venture, governmental or other entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist.
IN WITNESS WHEREOF the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the f ull performance of the covenants herein contained and have caused this Agreement to be executed as of, but not necessarily on, the Effective Date by setting hereunto their signatures herein below.
(End of page. Next page is signature page.)
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SIGNATURE PAGE
FACILITIES USE LICENSE AGREEMENT
CITY:
LICENSEE:
BY:____________________________________ BY:________________________________________
Maria Kachadoorian, City Manager Richelle Farley, President City of Chula Vista Sunnyside Saddle Club
APPROVED AS TO FORM:
BY:____________________________________
Jill D.S. Maland
Lounsbery Ferguson Altona & Peak LLP
Acting City Attorney