TEMPORARY LICENSE AGREEMENT
This Temporary License Agreement ("Agreement") is made and entered into as of the later of the dates on which the parties did execute this Agreement by and between City of Commerce, a California municipal corporation, hereinafter called "Licensor" and Belogi.inc, hereinafter called "Licensee". Licensee and Licensor are sometimes referred to individually as "Party" and collectively as the "Parties". In consideration for the payment by Licensee and the performance of the covenants herein contained, Licensor hereby licenses to Licensee the right to use the real property described below, subject to the following terms and conditions:
Licensed Premises: The Licensed Premises consists of the area outlined in blue, located at 5926 Sheila Street, Commerce, California 90040, as further described on Exhibit "A", which is attached hereto and incorporated herein by this reference (the “Licensed Premises”).
The License: Licensor hereby gives Licensee an exclusive right to use (the "License") the Licensed Premises twenty-four (24) hours per day, during the License Term (as defined below in Section 6) for the purpose described in Section 5 below.
License Fee: (A) Licensee shall pay to Licensor, as consideration for the License, the rate of $27,000 per month (the "License Fee") during the License Term. The License Fee shall be paid on or before the 5th business day of each and every calendar month of the License Term. If Licensee becomes delinquent with respect to the payment of the License Fee by more than five (5) calendar days after receipt of notice thereof from Licensor, Licensee shall pay a late charge of 3% on account of such delinquency and for every delinquency thereafter during the License Term. (B) If the Licensed Premises are rendered unusable in whole or in part, for a period of three (3) consecutive business days, by the making of repairs, replacements, or additions, other than those made with Licensee's consent or caused by misuse or neglect by Licensee or Licensee's agents, servants, visitors, or licensees, Licensee may terminate this Agreement or proportionately reduce the License Fee for any period the Licensed Premises are not useable for Licensee's intended Use.
Security Deposit: Licensor shall waive any requirement for a security deposit or guaranty with respect to the Premises.
Use of Licensed Premises:. The Licensed Premises shall be used solely for the purpose of truck parking/storing, loading and unloading, dispatch and equipment yard (including outdoor shipping container and chassis storage and maintenance operations). Licensor’s consent shall not be required for any (i) assignment or sublicense to any entity which controls, is controlled by, or is under common control with Licensee, or (ii) any assignment to an entity which acquires all or substantially all of the stock or assets of Licensee, or which merges or consolidates with Licensee, so long as such successor entity has a net worth equal to or greater than Licensee’s net worth. Any other assignment, transfer, or sublicense shall require the prior written consent of the Licensor License Term: The term of the License commences on _______ 1, 2023 ("Commencement Date") and ends October 31, 2024. After October 31, 2024 the term of this Agreement will continue on a month-to-month basis unless notice is provided pursuant to the following terms. However, under no circumstance may the term of this License be equal to five (5) years. Licensor may terminate the License or modify the terms of this Agreement by giving the Licensee thirty (30) calendar days written notice. Licensee may terminate the License by giving Licensor thirty (30) calendar days written notice. This License is immediately terminable by either party if any governmental authority (other than Licensor) determines that Licensee's use of the Licensed Premises is impermissible.
If Licensor fails to deliver the Licensed Premises within 15 days of the target Commencement Date, then Licensee shall be entitled to one day’s abatement of base rent for each day of delay. If Licensor fails to deliver the Licensed Premises within 30 days of the Commencement Date, then Licensee shall be entitled to terminate the license.
Upon full execution of the License, delivery of Tenant’s certificate of insurance, and payment of first month’s rent, Tenant shall be granted early occupancy (up to 5 days prior to the commencement date) of the Premises.
Notices: All notices to be given under this Agreement shall be in writing via e-mail and either: sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States mail; or sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with this courier; or by fax or similar means, if a copy of the notice is also sent by United States Certified Mail, in which case notice shall be deemed delivered on transmittal by telecopier or other similar means provided that a transmission report is generated reflecting the accurate transmission of the notices, as follows:
Notices to Licensor shall be addressed as follows:
Licensor: City of Commerce
2535 Commerce Way
Commerce, California 90040
ATTN: Edgar Cisneros
[email protected]
(323) 722-4805
Notices to Licensee shall be addressed as follows:
Licensee: Belogi, Inc
8362 Rosemead Blvd.
Pico Rivera, California 90660
ATTN: Cesar Belmontes Cervantes
General Restrictions and Maintenance: No storage of hazardous materials shall be allowed on the Licensed Premises. Licensee shall at all times keep the Licensed Premises in good order and condition, clean, and free from rubbish, public nuisances, brush, flammable materials (other than those ordinarily found in motor vehicles), debris and waste. If an interruption or cessation of utilities or any other essential services results from a cause within the Licensor's reasonable control, Licensor shall take immediate measures to remediate and/or repair such interruption or cessation. If any such failure continues for more than three (3) business days and Licensee is unable to use the Licensed Premises for its business operations, then Licensee shall be entitled to abatement of rent.
Alterations: As consideration for the License granted hereunder, Licensee shall cause the demolition of any existing structures within the Licensed Premises. Licensee shall acquire any permits or approvals required by any governmental agency with applicable jurisdiction. The demolition shall include any abandoned electric, telephone or other cables and repaving of the Licensed Premise in accordance with any conditions of approval. Licensee shall perform the required demolition without any disturbance or interference to any other licensees or property owners in the vicinity of the Licensed Premises. If applicable, the demolition of the existing structures within the Licensed Premises shall be subject to and performed in compliance with Chapter 6.19 “Construction and Demolition Debris Diversion” of the Commerce Municipal Code, and any other applicable laws associated with the demolition. Licensee shall be responsible for repaving the area of the demolished building to be consistent with the remainder of the parcel. All improvements or alteration shall become property of the Licensor upon expiration or termination of this License. The demolition of any structures in the Licensed Premises shall be the sole financial responsibility of the Licensee, and Licensee shall not be entitled to any offset of the License Fee or any other financial contribution from the Licensor. Furthermore, Licensee is aware, acknowledges and understands the provisions of California Labor Code Section 1720, and specifically Section 1720(c) which may require the payment of prevailing wages on all or parts of a project which are paid for in whole or in part by public funds. Licensee agrees to hold harmless, indemnify and defend Licensor for and from any claim, action, lawsuit or administrative proceeding arising from non-payment of prevailing wages for work performed on the Licensed Premises.
Environmental Compliance:
Licensee shall not engage in, nor shall it permit any third party to engage in, activities upon the Licensed Premises, or any portion thereof, for the purpose of or anyway involving the handling, manufacturing, treatment, storage, use, transportation except in compliance with all applicable laws, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional) of any hazardous or toxic substances, materials or wastes, or any wastes regulated under any local, state or federal law. Licensee agrees to indemnify Licensor pursuant to the provisions of Section 12 hereof against any Losses incurred by Licensee arising out of any toxic or hazardous condition created by Licensee on the Licensed Premises or out of any Hazardous Substances brought onto the Licensed Premises by Licensee, its employees or business invitees.
Licensor, to the best of Licensor's knowledge, represents for the benefit of Licensee that the Licensed Premises does not now contain any material classified as toxic or hazardous under applicable federal, state and local laws, ordinances and requirements of governmental authorities with competent jurisdiction (collectively, a "Hazardous Substance"). If a toxic or hazardous condition is discovered on the Licensed Premises, to the extent the condition existed prior to Licensee's possession of the Licensed Premises, then (i) Licensor shall: (a) promptly give Licensee written notice of such condition; and (b) promptly cause such toxic or hazardous condition to be cleaned up and brought into compliance with applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction; and, (ii) Licensor agrees to indemnify Licensee pursuant to the provisions of Section 12 hereof against any Losses as defined therein incurred by Licensee arising out of any such toxic or hazardous condition.
Compliance with Law: Licensee shall comply with all laws, ordinances, codes, zoning ordinances, and regulations of any federal, state, local or other public body or agency exercising jurisdiction over Licensee's use of the Licensed Premises. Licensee shall use the Licensed Premises and any improvements according to zoning, and other standards. Licensee shall notify Licensor immediately of any non-compliance with any laws, ordinances, codes, zoning ordinances, and regulations of any federal, state, local or other public body or agency exercising jurisdiction over the Licensed Premises. Licensee shall further indemnify and hold harmless Licensor from any claim, loss, damage or injury, including any fines or penalties assessed by any agency, body or court, resulting from any violation of such standards in connection with Licensee's use of the Licensed Premises and improvements, whether such claim, loss, damage or injury arises in whole or in part from the negligence or intentional acts of Licensee. Licensee shall, at its cost, undertake to respond to all such claims.
Mutual Indemnification: Each party (the "Indemnitor") agrees to indemnify, defend and hold the other party (the "Indemnitee") harmless from and against any and all losses, damages, claims, suits, actions, judgments, liabilities and expenses, including, without limitation, environmental damages and remediation expenses, reasonable attorneys' fees (collectively, "Losses"), arising out of, or with respect to: (A) any breach of any warranty or representation or any covenant or agreement of the Indemnitor under this License; or (B) any injury to, or death of, persons and/or any damage to, or destruction of, property, on or about the Licensed Premises and attributable to the negligence or misconduct of the Indemnitor, or its officers, employees, agents, contractors or invitees, except to the extent any such breach, any injury or death or any damage or destruction is attributable to the negligence or misconduct of the Indemnitee, or any of its officers, employees, agents, contractors or invitees, or as otherwise specifically provided in this License; provided, however, that the indemnification obligation created by this Section shall be expressly conditioned upon the Indemnitee (i) delivering to the Indemnitor prompt notice of any event giving rise to such indemnification obligation and (ii) providing the Indemnitor the opportunity to defend itself from and against any Losses. This indemnification shall survive the expiration or earlier termination of this License. Indemnification obligations under the License shall be mutual in nature and Indemnitor’s indemnification obligations shall be limited in scope to the acts and omissions of Indemnitor, its agents, employees and invitees.
Taxes:
a. Licensee shall pay all taxes of every description which during the term of this License may be levied upon or assessed against the Licensed Premises, any interest therein and other property thereon belonging to the Licensor or Licensee, or possessory interest pertaining thereto. Licensee agrees to protect and hold harmless the Licensor and the Licensed Premises and all interest therein and improvements thereof from any and all such taxes, assessments, or liens, including any interest, penalties and other expenses to enforce payment thereof. The preceding sentence shall survive expiration or termination of this License. Notwithstanding the foregoing, the Licensor hereby acknowledges that, as of the date of this License, no property taxes or possessory interest taxes are being assessed against the Licensed Premises. b. Licensee acknowledges that (i) the Licensed Premises may be subject to possessory interest tax as a result of this License; and (ii) the Licensee shall pay the property tax or possessory interest tax levied on the Licensee’s interest in the License Premises.
Liability Insurance: Licensee shall, at its own expense, secure and maintain in effect during the License Term insurance coverage as described herein, in amounts not less than the minimum limits specified, to protect Licensor and Licensee from claims or liabilities in any way arising out of the use of the Licensed Premises: (A) Workers' Compensation Insurance and Employer's Liability Insurance in accordance with statutory requirements and limits, (B) Comprehensive General Liability insurance and contractual liability coverage for liability assumed by Licensee under this License, and automobile liability insurance, with limits of not less than $1,000,000.00 each occurrence for bodily injury and property damage combined. Such liability insurance shall name Licensor as additional insured, shall contain severability of interest or cross liability clause and shall be primary for all purposes. Certificates of insurance evidencing the coverages and provisions required in (A) and (B) above shall be furnished to Licensor prior to any use of the Licensed Premises by Licensee.
Licensee Default: Licensor Remedies: There shall be a default under this Agreement if: (A) proceedings are commenced against the Licensee in any court under a bankruptcy act or for the appointment of a trustee or receiver of the Licensee; (B) Licensee fails to pay the License Fee within five (5) calendar days after receipt of notice form Licensor; (C) there is a failure of either party in the performance of any other covenant, condition, rule, or regulation herein contained or hereafter established on the part of the Licensee or Licensor respectively, for more than thirty (30) calendar days after written notice of such default from either Licensee or Licensor, as the case may be. The foregoing notwithstanding, if the defaulting Party shall exercise in good faith diligent efforts within such thirty (30) calendar day period to cure the failure specified in the notice, but shall not be able to do so because of acts of God, riots, or labor strikes, then any such failure shall not be considered a default of this Agreement so long as such Party shall continue to exercise in good faith such diligent efforts to cure such failure and shall do so within a reasonable period of time. Upon the event of an uncured default, either Party may terminate this Agreement, Licensor shall have the right to reenter or repossess the Licensed Premises, and dispossess or remove therefrom the Licensee, or other occupants thereof, and their effects, without being liable to any prosecution therefore. Licensee shall be responsible for paying the License Fee until the expiration, extension, or earlier termination of this Agreement, whichever is later. The Licensee waives and will waive all right to trial by jury in any summary proceeding hereafter instituted by the Licensor against the Licensee in respect to the Licensed Premises.
Licensee shall have the right to suspend or discontinue its business operations on the Licensed Premises at any time as long as Licensee continues to pay rent and otherwise comply with Licensee’s other obligations under the License.
No Waiver: Licensor's waiver of any one or more of the covenants, conditions, or agreements of this License shall not be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition, or agreement of this License. Licensor's failure to require or exact full or complete compliance with any of the covenants, conditions, or agreements of this License shall not be construed as changing the terms hereof, and such failure shall not preclude Licensor from enforcing the full provisions hereof. The terms of this License shall be amended only in writing and signed by Licensor and Licensee.
Condition of Premises at Possession: Licensor is licensing the Licensed Premises to Licensee in its existing "as is" condition as of the commencement date indicated above in Section 6.
Condition of Premises - End of Term: If, within ten (10) calendar days after the expiration or earlier termination of this Agreement, Licensee has failed to remove its property and/or return the Licensed Premises to its original condition, ordinary wear and tear excepted, and subject to the alterations contemplated in Section 9 of this Agreement, Licensor may, at its option, remove Licensee's property and restore the Licensed Premises to its original condition.
Governing Law: This License shall be governed by and construed in accordance with the laws of the State of California, in which the Licensed Premises is located. By execution and delivery of this Agreement, each of the Parties hereby accepts and submits to the jurisdiction of said courts in connection with any such action or proceeding.
Severability: If any part, section or provision of this Agreement should be declared invalid, then all the remaining parts, sections and provisions shall continue in full force and effect.
Miscellaneous:
The terms, provisions and covenants and conditions contained in this Agreement shall apply to, inure to the benefit of, and be binding upon the Parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise herein expressly provided.
This Agreement may not be altered, changed or amended except by an instrument in writing signed by both parties hereto.
The terms of this Agreement shall remain confidential between the Parties, except for disclosures required in the ordinary course of business, or subject to disclosure under the California Public Records Act. Without Licensee's prior written consent in each instance, Licensor shall not use Licensee's name or logotype in any manner associated with Licensor or the Licensed Premises, and will not issue any press release or other information pertaining to this Agreement or the Licensee. [SIGNATURE PAGE FOLLOWS]
In WITNESS WHEREOF, the Parties have executed this Agreement as of the later of the dates on which the Parties did execute this Agreement.
City of Commerce
____________________
Name: Edgar Cisneros
Date:
Belogi inc.
________________________
Name: Cesar Belmontes Cervantes
Date:
“Licensed Premises”
5926 Sheila Street, Commerce, California 90040
Premises: 5926 Sheila StreetAPN: 6334-025-911Premises: 5926 Sheila StreetAPN: 6334-025-911Excluded from Lease.Excluded from Lease.
Premises: 5926 Sheila Street
APN: 6334-025-911
Premises: 5926 Sheila Street
APN: 6334-025-911
Excluded from Lease.
Excluded from Lease.
EXHIBIT A