REVOCABLE LICENSE AGREEMENT BETWEEN THE CITY OF COTATI AND THE
COTATI CHAMBER OF COMMERCE CONCERNING THE COTATI CHAMBER OF COMMERCE OFFICES IN THE RAY MILLER COMMUNITY CENTER, 216 EAST SCHOOL
STREET, COTATI, CALIFORNIA
THIS AGREEMENT, made and entered into this___day of________, 2024, by and between the CITY OF COTATI, a California municipal corporation, ("City"), and the Cotati Chamber of Commerce, a California nonprofit 501(c)(3) corporation organized in accordance with the laws of the State of California ("CCC"), who agree as follows:
RECITALS
WHEREAS, the City owns, operates and maintains the Ray Miller Community Center, located at 216 East School Street; and
WHEREAS, the CCC currently utilizes a portion of Ray Miller Community Center as a designated visitor center and as the offices for the Cotati Chamber of Commerce; and WHEREAS, the CCC is a liaison for businesses in Cotati, promoting the City and keeping members informed about City activities, facilitating business contacts with City staff, and assisting with questions or resources for starting businesses in Cotati; and WHEREAS, the CCC acts as a primary point of contact to partner with the City and Sonoma County on business outreach and visitations; and
WHEREAS, the CCC acts as a liaison for businesses on questions about new city ordinances, state or federal law.
WHEREAS, the CCC acts as the designated public information center for the City; and WHEREAS, the CCC holds the annual Cotati Music Festival and Oktoberfest at La Plaza Park; and
WHEREAS, the mission of CCC benefits the City of Cotati businesses and the public generally by facilitating business development within the City.
NOW, THEREFORE, City and CCC agree as follows:
1. License. City hereby licenses to CCC, on the terms and conditions hereinafter set forth, the Cotati Chamber of Commerce Offices in the premises of the Ray Miller Community Center at 216 East School Street ("Premises"). The Premises are more fully described in Exhibit A which is attached to and made a part of this License Agreement. The right to use the Premises granted pursuant to this License Agreement consists only of the permitted uses specified in provision 3, below. The rights granted pursuant to this License Agreement expressly exclude and the City reserves the right to maintain and control the Premises without limitation. The City reserves all other rights in the Premises that do not conflict with the permitted uses specified in provision 3, below, or any other rights of the CCC pursuant to this License Agreement or applicable law.
Cotati Chamber of Commerce
License Agreement
2 2. Term. The initial term of this License Agreement shall consist of a ten (10) year term commencing on July 1, 2024 and concluding on July 1, 2034, unless terminated earlier in accordance with this License Agreement.
3. Use of Premises. It is understood and agreed that CCC may utilize the Premises for:
(i) Use as the visitor center;
(ii) Use as the administrative offices of the Cotati Chamber of Commerce, including associated CCC Board meetings; and,
(iii) Signage as approved by the City Manager.
The City Manager shall approve the hours of operation for CCC use of the Premises. The City Manager shall review and approve all programs sponsored by CCC on the Premises. CCC shall not use or permit others to use the Premise for any other purpose without the prior written consent of the City Council. CCC shall have exclusive use of that portion of the Premises identified as "Administrative Space" as shown on Exhibit A.
Additionally, the City grants CCC use of the Cotati Room three (3) times per year for public meetings to support business networking or education, as well as La Plaza Park two (2) times per year for free public events that promote economic development of Cotati. The City shall waive the rental cost for these facilities up to the number of times specified for each, on mutually agreeable dates. Cleaning and security deposits are required.
4. Prohibited Use of Premises.
(a) CCC shall not do or permit anything to be done in or about the Premises, nor bring or keep anything therein, which will in any way increase the existing rate of or affect any insurance coverages on the Premises or any of its contents, or cause cancellation of any insurance policy covering said premises or any part thereof or any of its contents. Nor may CCC cause a cancellation of any insurance policy covering the Premises or any part thereof, or permit to be kept or used in or about the Premises any article, which may be prohibited by standard form fire insurance policies or by any Cotati City Codes or any other applicable laws. CCC shall not use or allow the Premises to be used for any improper, unlawful, or objectionable purpose, nor shall CCC cause, maintain or permit any nuisance in, on or about the Premises. CCC shall not commit or suffer to be committed any waste in or upon the Premises.
(b) No goods, merchandise, or material shall be kept, stored, generated, produced, disposed or transported to or from, used or sold in or on the Premises which constitute “hazardous materials” and no offensive or dangerous trade, business, or occupation shall be carried on therein or thereon. No machinery or apparatus shall be used or operated on the Premises which will in any way injure said Premises, or improvements thereon, or adjacent or other Premises, or improvements thereon.
For purposes of this lease, “hazardous materials” are defined as, but shall not be limited to: flammable explosives, asbestos, radioactive materials, hazardous waste, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances,” in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as “hazardous waste” in Section 25316 of the California Health and Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws. CCC acknowledges that CCC is not looking to or relying upon City to disclose any matters which City might be required to disclose under California Health & Safety Code Section 25359.7 and that all such matters have been investigated by CCC to CCC’s satisfaction.
Cotati Chamber of Commerce
License Agreement
3 5. Annual Plan.
Each year, CCC shall provide a plan to the City which sets forth the plan of public events, programs and services for the next twelve months (the “Annual Plan”). The Annual Plan must include, but is not limited to, all of the following:
(a) A roster with contact information for CCC Board Members, the Board of Directors meeting schedule, Executive Director, President and designated City point of contact at the CCC. (b) A current list of CCC members.
(c) An annual schedule of CCC events and programs, as well as public events. (d) An annual schedule of joint events and programs with another Chamber of Commerce or the Sonoma County Economic Development Board, Sonoma County Tourism, or similar. (e) Requests for any City facility or park use.
Additionally, the City may request additional joint programs for inclusion in the Annual Plan. These may include, but are not limited to, the following:
(a) Regular maintenance of business listings on downtown signage and associated digital guides. (b) Acting as lead in publishing a joint Community Guide on a mutually agreed upon frequency. (c) Accompany City and other agencies on business visitation and business assistance visitation as well as other business support activities.
(d) Acting as lead in organizing and managing certain community art projects.
The Annual Plan shall be updated annually in consultation with the City and submitted to the City no later than the last day of February. If no Annual Plan exists, it must be provided to the City for approval within 60 days of execution of this agreement. The CCC shall meet with the City at least monthly, unless another frequency is mutually agreed upon.
6. Condition of Premises.
(a) Inspection by CCC. CCC represents that CCC has inspected and examined the Premises for purposes of this License Agreement.
(b) CCC Maintenance and Cleaning. CCC shall, at its own expense and cost, keep and maintain the Premises in a clean and sanitary condition and free from any hazardous or dangerous conditions caused by CCC. CCC will be responsible for:
(i) Maintaining the Premises interior, including, but not limited to, window coverings, furnishings, floors, and carpets.
Cotati Chamber of Commerce
License Agreement
4 (ii) Routine repair of Premises for which the City is not responsible for under provision 7, below, or other provisions of this License Agreement. Routine repairs must be performed using licensed contractors, subject to City approval or applicable building permits. (iii) Regular janitorial service sufficient to maintain the Premises in a clean and sanitary condition.
(iv) Supplies required to operate the Premises, including, but not limited to, janitorial supplies, including paper supplies and light bulbs. (v) Furnishings as required for CCC programs.
(vi) Maintaining all computers and computer support equipment used by CCC.
Prior approval of the City is required for alterations or additions to the Premises electrical system to support CCC's computer systems or other CCC equipment.
(vii) Installing and maintaining the CCC building telephone system. (viii) Painting of the interior spaces in the Premises. (ix) Recycling, litter, garbage, and debris removal.
7. City Maintenance and Repair. The City will be responsible for maintaining the following and for consulting with CCC on building mechanical systems and maintenance as requested:
(i) CCC Premises building exterior and supporting systems (HVAC, plumbing, electrical, lighting, roof, etc.)
(ii) CCC Premises exterior painting
(iii) CCC Premises installation and maintenance of Premises fire extinguishers (iv) Subject to City budget constraints and the availability of funds, the City will endeavor to maintain the Premises in a condition that is comparable to the condition of the Premises upon execution of this License Agreement. The City will keep the roof and structural part of the walls of the Premises in good repair and tenantable condition. If, at any time during the License term, the roof or structural part of the walls are not in good tenantable condition, the City may, at its option, either repair the roof or structural part of the walls within a reasonable time after notice in writing by CCC or terminate this License Agreement in accordance with its terms.
8. Notification.
(a) CCC shall send the City the CCC newsletter and a calendar of all scheduled events at the Premises with the Annual Plan.
(b) CCC shall provide the City Manager with information regarding all special events which have the potential to create traffic impacts at any location throughout the City, any significant administrative or management challenges (i.e. scheduling conflicts, financial insolvency, changes in CCC Board or its charter, etc.) and all scheduling changes pertaining to the use of the Premises. Use of Premises for any activity not expressly identified in Section 3 requires prior written consent of the City Manager. Such authorization shall be in the form of an approved annual calendar submitted with the Annual Plan. In the event there is a need to amend the annual calendar, CCC must receive written Cotati Chamber of Commerce
License Agreement
5 authorization from the City Manager or designee no later than 45 calendar days prior to the requested change and/or event.
(c) CCC shall immediately notify the City of hazards and injuries occurring at the Premises.
9. Alterations. CCC shall not allow any alterations, additions or improvements to or of the Premises, or any part thereof, without the prior written consent of the City Manager.
10. Volunteers. For any work performed by volunteers, all volunteers shall sign and return to the City, City-approved hold-harmless forms provided by the City prior to the commencement of volunteer work.
11. CCC’s Covenant to Pay. For the term of this License, CCC shall pay $1.00 (one dollar) per annum for use of premises with said amount due on July 1st of each year.
12. Possessory Interest. CCC expressly recognizes and understands that this Agreement may create a possessory interest subject to property taxation and that CCC may be subject to the payment of property taxes levied on such interest. CCC is responsible for determining whether this possessory interest is subject to property taxation.
13. Compliance with Laws. CCC has represented to the City and hereby warrants that CCC has complied with all laws applicable to the acceptance and use of the License herein granted. CCC shall observe and comply at all times with all applicable federal, state, county and city statutes and ordinances, rules, regulations, directives, and orders of governmental agencies now in force or which may hereinafter be in force relating to or affecting the use of the License herein granted. The CCC must maintain its Nonprofit Corporation entity designation in good standing with the California Secretary of State for the term of this agreement.
14. Waste; Nuisance. CCC shall not commit, suffer, or permit the commission by others of:
(i) any waste or nuisance activities on the facilities; (ii) any action or use of the facilities which interferes or conflicts with the use of the facilities by the City or any City authorized person; or (iii) any action on the facilities in violation of any laws, regulations, or ordinances.
15. Inspection. City shall be permitted to enter and inspect the licensed facilities at any and all times. City is not required to provide CCC with advanced notice of said inspection.
16. Extent of Grant of License. This Agreement and the License herein granted are valid only to the extent of City’s jurisdiction as a land owner of the facilities. Acquisition of any other necessary permits or entitlements for use are the responsibility of CCC. Nothing contained in this Agreement shall be construed as a relinquishment of any rights now held by the City.
17. Assignment. The License herein granted is personal to CCC and shall not be assigned, sublet, or otherwise transferred in whole or in part without the prior written consent of City, and any attempt to assign, sublet or transfer shall be of no force or effect whatsoever unless and until City shall have given its written consent thereto. City may withhold its consent for any reason.
18. Provisions are Conditional of Use/Occupancy. Each provision of this Agreement shall be deemed a condition of the right of CCC to use or continue to occupy the Premises. Notwithstanding anything stated to the contrary herein, if CCC fails to perform any provision of this Agreement at the time Cotati Chamber of Commerce
License Agreement
6 and in the manner herein provided, City may, at its own option, immediately terminate this Agreement.
The City's right to terminate shall be cumulative to any other legal right or remedy available to City.
19. CCC No Agent. CCC, its officers, agents, employees, and volunteers shall act in an independent capacity and shall not represent themselves whatsoever as an agent of the City. CCC shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
20. License Not a Lease. This Agreement does not constitute a lease, but constitutes a revocable License and CCC is limited to the use of the Premises expressly and specifically described above. CCC shall have no right or privilege in any respect whatsoever to use any other part of the property of City for any purpose whatsoever. CCC does not claim any interest that when coupled with the License herein granted would render it irrevocable.
21. NonWaiver. The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision.
The provision shall remain in full force and effect.
22. Relationship. The parties intend by this Agreement to establish the relationship of licensor and licensee only, and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of licensor and licensee.
23. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing and sent to the City and CCC at their respective addresses specified below or to such other addresses as a Party may designate by written notice delivered to the other Party.
City CCC
For all issues City Manager or designee
665-3622
[email protected]
Executive Director or designee
Cotatichamber.org
[email protected]
24. Indemnification. CCC shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with CCC performance of the Agreement or its failure to comply with any of its obligations contained in this Agreement, including, but not limited to, damage or loss of the archived materials, except such Liability caused by the sole negligence or willful misconduct of the City.
25. Insurance. As a condition precedent to the CCC's rights pursuant to this License Agreement becoming effective, the CCC must obtain and provide the City certificates of insurance and endorsement evidencing the kinds and amounts of insurance specified in this provision and otherwise comply with all of the requirements of this provision. Failure by CCC to maintain the kinds and amounts of insurance specified in this provision throughout the License Term may be deemed a default.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Cotati Chamber of Commerce
License Agreement
7 2. Insurance Services Office form number CA 0001 (Ed. 12/90) covering Automobile Liability, code 1 (any auto), or code 8, 9 if no owned auto.
3. Workers’ Compensation Insurance as required by the State of California and Employers’ Liability Insurance. If no employees are utilized, the CCC shall sign a declaration as described in California Health and Safety Code Section 19825.
B. Minimum Limits of Insurance. CCC shall maintain limits no less than:
1. General Liability: $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 separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage.
3. Employers Liability: $1,000,000 per accident for bodily injury or disease
4. Worker’s Compensation, Statutory Limits: $1,000,000 per accident for bodily injury or disease.
C. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers, or the CCC shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions. The Commercial General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as Insureds as respects: liability arising out of work or operations as performed by or on behalf of the CCC; or automobiles owned, leased, hired or borrowed by the CCC.
2. For any claims related to this project, the CCC’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the CCC’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, unless thirty (10) days prior written notice by certified mail, return receipt requested, has been given to the City.
4. The Worker’s Compensation endorsement shall contain a Waiver of Subrogation against the City. The CCC shall provide to the City an endorsement from the Cotati Chamber of Commerce
License Agreement
8 Worker’s Compensation insurer, if any, agreeing to waive all rights of subrogation against the City for injuries to employees of the Insured resulting from work for the City or use of the City’s premises or facilities.
E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage. CCC shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City’s forms provided those endorsements conform to the City’s requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
G. Periodic Review. The City maintains the right to adjust the required limits of insurance every five years during the term of this agreement.
26. Ownership of Archives. All materials provided to CCC by the City shall remain the property of the City. All other materials shall remain the property of CCC. If the CCC disbands, contracts operations with, or merges with another Chamber of Commerce, all CCC materials shall become the property of the City of Cotati. If the City is unwilling or unable to take possession of the materials, City may assign the materials to the CCC successor organization.
27. Termination of Agreement. The City or licensee may elect to terminate this Agreement at any time, with or without cause upon ten (10) days written notice. There shall be no penalties for early termination. Upon termination of this Agreement, all materials of the CCC shall be removed by CCC within ten days (10) days of notice to terminate. Failure of CCC to remove said materials within said ten (10) days will result in the materials becoming the property of the City.
28. Amendment. This Agreement may be amended only by a written instrument executed by both Parties.
29. Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Cotati. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California.
30. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
31. Entire Agreement. This Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, oral or written, between the Parties in this regard.
Each person executing this Agreement warrants that s/he has been duly authorized to execute the Agreement on behalf of the entity s/he represents and that this is a legally binding Agreement enforceable against the entity s/he represents in accordance with its terms.
ACKNOWLEDGED AND AGREED
Cotati Chamber of Commerce
License Agreement
9 Cotati Chamber of Commerce City of Cotati
_______________________ ________________________
By: By:
Executive Director City Manager
Approved as to Form
_______________________
City Attorney