LICENSE AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH
AND
ORANGE COUNTY, CALIFORNIA GENEALOGICAL SOCIETY FOR THE
USE OF CITY-OWNED GENEALOGICAL MATERIALS
THIS LICENSE AGREEMENT is made this day of
, 2024 by and between the CITY OF HUNTINGTON BEACH, a
California municipal corporation, hereinafter called "City," and the ORANGE COUNTY, CALIFORNIA GENEALOGICAL SOCIETY, a Non-Profit California corporation, hereinafter called "Society", collectively referred to as Parties.
WHEREAS, City is the owner of a special non-circulating collection of genealogical books, pamphlets, files, guides, and related articles and items, hereinafter referred to as the "Collection;" and City acknowledges the previous donation of the Collection from Society; and
WHEREAS, City acknowledges its long-standing relationship with Society and will provide preferential terms to Society in accordance with the City Council's policy on preferential rentals for non-profit organizations; and
WHEREAS, City and Society wish to enter into a cooperative relationship with City concerning the maintenance, and development of the Collection, and the use of a City facility,
NOW, THEREFORE, the parties hereto do hereby agree as follows:
TERM OF AGREEMENT
This Agreement shall be effective as of January 1, 2024, and shall expire on December 31, 2027 ("Term"). Upon mutual written agreement between the Parties, the Term may be extended for two (2) additional one (1) year periods. 24-15465/360789 1
CITY OBLIGATIONS
City agrees to provide mutually agreed upon space in the Central Library, located at 7111 Talbert Street, Huntington Beach, California, for Society to maintain the collection. This space includes the non-circulating, city-owned Genealogy collection, two private offices, a limited amount of basement shelving and storage space, as available and at the discretion of the City's Director of Community & Library Services ("Director"), and a mending and binding area in the Technical Services area.
A. Meeting Room Space - City agrees to allow Society meeting room space the first Saturday of each month based upon a ten (10) month calendar year, unless otherwise noted in the Annual Schedule. This Schedule shall be mutually agreed upon by both Parties no less than one (1) year in advance. The Schedule shall include known Library closures or conflicts with City scheduling and Society special events. City will make every effort to notify Society in a timely manner of unscheduled closures that are beyond City's control. Meeting rooms shall include the C& D Rooms. The reservation time for the rooms shall be 9:00 AM - 2:00 PM.
B. Annual Event - One Saturday per year, upon a date mutually agreed upon by Parties, the Society may hold an all-day event and book fair in Rooms C, D, E, and may utilize Room B and the Theater with advance notice, and if available, from 8:00 AM to 5:00 PM at no additional expense to Society.
Room(s) Responsibility - In no event shall Society holdover the use of any room beyond the approved hours. If, for any reason, Society does not utilize the meeting room in any month after scheduling, Society shall remain 24-15465/360789 2
responsible for the monthly payment upon its due date in accordance with the Annual Schedule.
D. City's Purchase of Additional Material. - City may, at its sole discretion, purchase genealogical materials to supplement the Collection. If additional purchases are made by City, title to such materials shall at all times remain the property of the City.
E. Photocopying - City agrees to provide photocopying equipment and supplies to designated Society representatives for preparation of materials to be placed in the Collection without charge. All other members of Society will be required to pay the current charges at the time of service for utilizing the photocopying equipment.
Marketing - City shall provide Society with digital marketing assistance within the Library's current marketing platforms as budget and staffing time allows. Society shall work with City designated staff and provide publication-ready content.
3. SOCIETY OBLIGATIONS
A. Fees - Society agrees to pay a monthly rental fee of $700 per month based upon a ten (10) month calendar for use of designated spaces within the building and for the use of meeting rooms as provided in this Agreement and in accordance with the Annual Schedule (see Section 2. A. Meeting Space).
B. Payment Due Date - Payment shall be payable in advance on the first day of each month during the term of the Agreement. 24-15465/360789 3
C. Meeting Room - As the City agrees to allow Society meeting room space the first Saturday of each month in accordance with the Annual Schedule, the Society may reserve rooms up to one (1) year in advance. Society must confirm room use by submitting pertinent room rental forms and receiving approval from the Room Rental Office, no less than thirty (30) days prior to use.
Failure to complete paperwork will result in loss of the space. In addition, any cancellations of use of rooms must be made in accordance with the Agreement, giving a thirty (30) day notice to the Library or Society. The City reserves the right to cancel or change the room reservation due to weather, natural disaster, health and safety, facility issues, or other acts beyond the control of City. The City and Society shall follow all health and safety guidelines and regulations put forth by the Federal, State, County, and/or other governmental health agencies.
D. Volunteer Liability Waiver - Society volunteers shall sign a City liability waiver prior to commencement of service, holding the City harmless.
Waivers shall be submitted to Library designee upon execution by volunteer.
DESIGNATION OF REPRESENTATIVES
Society hereby designates its president and/or one Society Board designee as its authorized representatives, who shall be Society's sole contact and agent in all consultations with City during the performance of this Agreement. City shall assign a staff coordinator to work directly with Society in the performance of this Agreement.
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5. COLLECTION
The Parties hereto agree that Society may, during the term of this Agreement, acquire genealogical materials and may periodically donate the same to City. Upon acceptance of such material, City shall, under the discretion of the Director, receive such materials for addition to the Collection, according to City book policies and procedures.
No extra space shall be provided to accommodate storage or shelving of donations; thus, a schedule of continuous assessment and digitation of Collection shall be instituted.
SAFEKEEPING AND MAINTENANCE
City shall exercise ordinary and reasonable care for the safekeeping and maintenance of the Collection so that it shall not be damaged, lost or stolen. City shall provide the Collection as non-circulating, reference material for use by Society and the general public so long as the Collection is in the possession of City. City also agrees that it will, at City's sole discretion and to the extent budgeted funds are available for such purposes, provide binding and other repair services to the collection in order to assure that it will remain in good condition for the use of the general public.
A. Statistics and Documentation -
i. Society shall document and provide to City on a quarterly basis in January, April, July, and October of each year, statistics of books that have been digitized and removed from the physical Collection.
ii. Society shall work with Library staff to develop and follow a system for tracking usage and inquiries of Collection materials and services, both in-person and virtual, as staffing time of Parties 24-15465/360789 5
permits. The provision of statistics is vital in establishing the need of Society's services to the public and the on-going usage of Library space.
ili. Upon verification of sufficient digitization and if within Library budget constraints, City shall provide Society with dedicated computers to assist Society's services.
B. Maintenance and Stewardship - As owner and steward of the Collection, City shall exercise ordinary and reasonable care for the safekeeping and maintenance of the Collection so that it shall not be damaged, lost, or stolen.
City shall provide the Collection as non-circulating reference material for the general public so long as the Collection is in the possession of City. City also agrees that it will, at City's sole discretion and to the extent budgeted funds are available for such purposes, provide binding and other repair services to the collection to assure that it will remain in good condition for the use of the general public. Society shall take the same care in maintaining the Collection.
C. Discard Recommendations - Society agrees to periodically recommend to City at least one time per year during the term of this Agreement, the removal of hardcopy materials that have been digitized from the Collection.
City shall act upon such recommendations as deemed appropriate by the Director or designee.
D. Binding and Mending- Society shall continue to mend and bind books, pamphlets and periodicals for the Collection as Society's budget permits.
Society agrees to purchase expendable supplies needed for maintenance and 24-15465/360789
repair of the Collection, including but not limited to, labels, book plates, glue, periodical boxes, pamphlet file folders, laminating materials and other materials required as Society's budget permits.
E. Cataloging - Society shall continue to catalog and process the Collection as needed. City agrees to enter the Collection into the Library's computer catalog system as soon as deemed practicable by the Director or designee.
NOTICES
Any notice to be given hereunder shall be sent by registered mail, and shall be deemed to be given when so mailed to the party to be notified at the address herein below stated:
TO CITY: TO SOCIETY:
City of Huntington Beach Orange County California Genealogy Society Community & Library Services Director c/o Huntington Beach Central Library 2000 Main Street 7111 Talbert Avenue
Huntington Beach, CA 92648 Huntington Beach, CA 92648
City or Society may change the name of the party to be notified by written notice to the other party.
8. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, Society acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; Society covenants that it will comply with such provisions prior to commencing performance of the work hereunder.
In the event Society directly hires employees, Society shall maintain workers' compensation insurance in an amount of not less than One Hundred Thousand 24-15465/360789 7
Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit.
GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and Society's covenant to indemnify City, Society shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify Society, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with this Agreement, and shall Provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of $1,000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no more than $1,000,000. Said policy shall name City, its agents, its officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable shall be deemed excess coverage and that Society's insurance shall be primary.
Under no circumstances shall the above-mentioned insurance contain a self- insured retention, or a "deductible," or any other similar form of limitation on the required coverage.
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10. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED
ENDORSEMENTS
Prior to commencement o this Agreement, Society shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; these certificates shall:
(a) provide the name and policy number of each carrier and policy; (b) state the policy is currently in force; and
(c) promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of City; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.
Society shall maintain the foregoing insurance coverage in force during the entire term of the Agreement or any renewals or extensions thereof or during any holdover period.
The requirements for carrying the forgoing insurance coverage shall not derogate from Society's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. Society shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required.
11. INDEMNIFICATION AND HOLD HARMLESS
Society hereby Agrees to protect, defend, indemnify and hold harmless City, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgement, penalties, damages, expenses, costs 24-15465/360789 9
and demands, including without limitation reasonable attorneys' fees, however, caused, including those resulting from death or injury to any person (including without limitation any Indemnified Party), and damage to any property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party) which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by Society (or Society's officers, employees, agents, contractors, Society volunteers, or invitees) caused in whole or in party by any negligent act or omission of the Licensee, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the Society Parties), including but not limited to concurrent active or passive negligence of the Society Parties, except to the extent caused by the negligence or willful misconduct of City or any of its agents, contractor, subcontractors, officers, or employees. City shall provide immediate notice to Society whereupon Society shall conduct any defense required hereunder at its sole cost and expense.
12. TERMINATION OF AGREEMENT
Either party may terminate this Agreement at any time for any reason, upon six (6) months prior written notice.
13. ANNUAL MEETING
Society and City shall meet annually in September, on a mutually agreed upon date, to discuss goals for the upcoming year, as well as provide attendance records of its monthly meetings and proof of current not-for-profit status. 24-15465/360789 10
14. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding of the parties hereto, and no representations or promises have been made that are not fully set forth herein. The parties hereto understand and agree that no modification of this Agreement will be binding unless such modification is in writing and duly accepted and executed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers on , 2024.
SOCIETY: CITY:
ORANGE COUNTY, CALIFORNIA CITY OF HUNTINGTON BEACH,
GENEALOGICAL SOCIETY, a municipal corporation of the State of California a California corporation
By: Victoria Moore, Resident
Mayor
ATTEST:
AND
City Clerk
By: Judi CARLSON VICEPRES
APPROVED AS TO FORM:
pulasa
Par
NITIATED AND APPROVED:
Chlet Whe
Dirgctor of Library Services
REVIEWED AND APPROVED:
City Manager
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