MEMORANDUM OF UNDERSTANDING AND
LICENSE AGREEMENT
BETWEEN CITY OF POMONA AND
JUST US 4 YOUTH
This MEMORANDUM OF UNDERSTANDING AND LICENSE AGREEMENT (“Agreement”), is made this [***INSERT DAY***] day of [***INSERT MONTH***], 2023 by and between the City of Pomona, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at 505 S. Garey Avenue, Pomona, CA 91761 (“City”), and Just Us 4 Youth, a 501(c)3 Nonprofit Corporation (“JU4Y”) with its principal place of business located at 363 South Park Avenue Suite 104, Pomona, CA 91766. City and JU4Y are sometimes individually referred to as “Party” and collectively as “Parties”.
RECITALS
City is the owner of certain real property commonly referred to Renacimiento Community Center located at 2383 Chanslor St, Pomona, CA 91766, and legally described in Exhibit “A” attached hereto and incorporated herein by reference. (the “Property”).
JU4Y desires to obtain City’s permission to enter onto the first floor of the Property, for the purposes of reactivating the Property in the Angela-Chanslor neighborhood by offering a variety of free programs and services. The first floor of the Property, the grass and courtyard area located in the front of the building shall hereinafter be referred to as the “Licensed Area” as shown on Exhibit “B”.
The Parties wish to enter into this Agreement whereby City will allow JU4Y to enter onto the Licensed Area, to provide the programing and community services to the residents of the City of Pomona.
The Parties wish to support and promote the other Party’s efforts to provide programing and community services to the residents of the City of Pomona.
NOW THEREFORE, the City and JU4Y do hereby agree as follows:
Effective date and term of Agreement
This Agreement will be effective and commence on May 1, 2023 (“Effective Date”) and will remain in effect until May 1, 2024, unless otherwise terminated pursuant to this Agreement.
Use of Licensed Area:
JU4Y is hereby granted a non-exclusive License to use the first floor of the Property, the grass and courtyard area located in the front of the building (“Licensed Area”) subject to the terms of this Agreement. Parties agree that the upstairs the upstairs portion of the Property and the enclosed area in the rear of the Property is retained by the City and JU4Y shall not enter upstairs portion of the Property or the enclosed area in the rear of the Property.
JU4Y shall have use of the four parking spaces as shown on Exhibit “B”.
JU4Y duties and responsibilities
Programing
JU4Y shall designate one or more representatives at the Licensed Area, who shall be persons of authority in JU4Y’s operational structure. City shall be provided contact information for each such representative. JU4Y shall immediately notify City of any change in the persons of authority in the JU4Y’s operation structure.
JU4Y shall provide sufficient staffing at all times to ensure the safety of the participants. If the Licensed Area is being used in collaboration with community partners then JU4Y shall insure at least one staff member is present at all times the Licensed Area is in use.
All JU4Y staff shall have required education or professional certifications necessary to conduct the programing and services.
JU4Y shall ensure that all staff, volunteers, or community partners, meet the standards required to teach specific subject matter, standards for background checks (through the Department of Justice or other background check resource), required education or professional certification, and required insurance. Upon written request, the Neighborhood Services Director may request modified or more stringent requirements to be applicable to staff, volunteers, or community partners providing classes and programs pursuant to this Agreement.
JU4Y shall provide the following free programming and services in the Licensed Area:
Connect will run an affinity-based cluster for youth once a week.
STAY will offer engaging craft activities for younger children once a week.
TREE will facilitate curriculum-based mentoring for parents in small groups 1-2x/week.
Y.E.S will provide employment readiness workshops 2-3x/week and host career fairs in the near future.
VIP will continue their pre-existing services with community-building activities and crisis intervention response 5x/week.
RJ+Care will lead listening circles for community members and read aloud story-time opportunities for children once a week.
Creative Arts will reserve spots for youth & young adults to join the Eye Opener and B.E.A.T.S programs.
Programing shall occur at least five (5) days a week and at least fifteen (15) hours a week of programing shall be provided. Programing shall occur between the hours of 8:00 a.m. to 10:00 p.m. No persons shall be permitted to be in the Licensed Area between the hours of 11:00 p.m. to 7:00 a.m.
Any changes to the above programing, services or use of the Licensed Area shall be approved in writing by the Neighborhood Services Director prior to implementation of the change in programing.
JU4Y shall request in writing prior to any use of City Parks. The request should be made as far in advance as possible because JU4Y’s use may require a City permit.
Any programing done in concert with a community partner shall be approved in writing by the Neighborhood Services Director prior to implementation of the program.
Fingerprinting and Background Checks.
JU4Y shall ensure that all staff, volunteers, or community partners who will be working with persons of 18 years of age or under as part of the services to be provided pursuant to this Agreement shall be required to pass a criminal background investigation prior to performing such services.
JU4Y shall ensure that all staff, volunteers, or community partners who will be working with persons of 25 years of age or under as part of the Transitional Age Youth (TAY) programs to be provided pursuant to this Agreement shall be required to pass a criminal background investigation prior to performing such services.
Maintenance and repairs
JU4Y shall be responsible for daily cleaning of the Licensed Area. Daily cleaning includes but is not limited to:
Trash removal. JU4Y shall take the trash out to the designate removal location as identified by the City. JU4Y shall bring any trashcans back into the Property after removal of the trash has occurred.
Cleaning of restrooms
Cleaning of all surfaces that were used for food. Crumbs shall be removed from all surfaces. Food and drinks shall be secured in such a way as to avoid the attraction of pests (including but not limited to ants, flies, roaches, and rodents).
JU4Y shall ensure that the City furnishings and equipment as shown on Exhibit B is kept free of damage, normal wear and tear excepted. JU4Y is responsible for the repair or replacement of any damaged item listed on Exhibit “C”.
JU4Y shall notify City immediately of any damage caused to the City furnishings and equipment as shown on Exhibit “C”, Licensed Area or Property.
JU4Y shall be responsible for and pay for, any repairs or replacements of any nature whatsoever which are occasioned or made necessary by the negligence or misuse of the City furnishings and equipment as shown on Exhibit “C”, Licensed Area or the Property by JU4Y or its employees, volunteers, or invitees.
Repairs and Improvements. JU4Y shall not perform any repairs or improvements to the Licensed Area without prior written consent of the Director of Neighborhood Services, or designee. If such written consent is granted, JU4Y must proceed by a bonded, licensed contractor in accordance with all approved plans and in accordance with all applicable local, state and federal laws. JU4Y shall be solely responsible for the removal and replacement of any work that is performed without the Director of Neighborhood Services prior written approval.
Permits. Without limiting the generality of any other provision hereunder, JU4Y, at its sole cost and expense, shall obtain and shall comply with any and all permits which may be required by any law, regulation or ordinance for any activities JU4Y desires to conduct or have conducted pursuant to this Agreement.
Liens. JU4Y will fully and promptly pay for all materials whether or not joined or affixed to the Licensed Area or Property, and fully and promptly pay all persons who perform labor whether or not upon said Licensed Area or Property. JU4Y shall not suffer or permit to be filed or enforced against the Licensed Area or Property, or any part thereof, any mechanics’, materialmen’s, contractors’, or subcontractors’ liens or stop notices arising from, or any claim for damage growing out of, any maintenance or work, or out of any other claim or demand of any kind. JU4Y shall pay or cause to be paid all such liens, claims or demands, including sums due with respect to stop notices, together with attorneys’ fees incurred by City with respect thereto, within ten (10) business days after notice thereof and shall indemnify, hold harmless and defend City from all obligations and claims made against City for and with respect to the above described work, including attorneys’ fees. JU4Y shall furnish evidence of payment upon request of City. JU4Y may contest any lien, claim or demand by furnishing a statutory lien bond or equivalent with respect to stop notices to City in compliance with applicable California law. If JU4Y does not discharge any mechanic's lien or stop notice for works performed for JU4Y, City shall have the right to discharge same (including by paying the claimant) and JU4Y shall reimburse City for the cost of such discharge within ten (10) business days after billing. City reserves the right at any time to post and maintain on the City Property such notices as may be necessary to protect City against liability for all such liens and claims. The provisions of this Section shall survive the termination of this Agreement.
Rules and Regulations.
JU4Y shall ensure that there is no smoking or vaping within the Licensed Area.
JU4Y shall ensure there is no use of open flames, including candles incenses or fires inside and outside the Licensed Area. The stove may be operated by JU4Y provided it is not left unattended at any time.
JU4Y shall insure that all of its employees, invitees, and all others in attendance will adhere to proper standards of public conduct. There is to be no consumption of intoxicating liquors or other controlled substances, illegal drugs, cannabis, etc. within the Licensed Area.
JU4Y shall ensure there is no smoking, vaping, gambling, fighting, or the presence of any weapons within the Licensed Area or Property by any of its employees, invitees, and all others present within the Licensed Area or Property.
The courtyard shall not be used for recreational purposes involving the kicking, throwing, or hitting of balls of any kind.
JU4Y shall ensure the Licensed Area is not utilized for any residential purposes. Sleeping in the Licensed Area is prohibited at all times.
Utilities. JU4Y shall make ever attempt to keep utility costs down. Lights shall be turned off when not in use and exterior windows and doors shall be kept closed. JU4Y shall keep temperature at the level agreed upon with the Director of Community Services.
Reporting
JU4Y shall, at all times, keep City advised of the name, address, and telephone number of the person responsible for the operation of the Licensed Area.
Graffiti. JU4Y shall immediately upon discovery report any graffiti to the City by contacting the City’s designated Graffiti phone number.
Vandalism. JU4Y shall immediately upon discovery report any vandalism to Director of Neighborhood Services or his or her designee and the City of Pomona Police Department. JU4Y shall report information regarding the cause of the vandalism to City staff upon request.
Monthly Report. JU4Y shall submit an monthly report by the tenth (10th) of each month to the Director of Neighborhood Services which shall include the following:
Disclosure of all activities, including meetings, classes, events, and services JU4Y has conducted during the prior month.
Number of hours of programing and services provided during the prior month.
The number of people (duplicated and unduplicated) receiving benefits from activities, including meetings, classes, events, and services.
Demographics of the people served, including but not limited to age, ethnicity, gender, town of residence.
JU4Y shall not sublicense the Licensed Area to any other person or entity.
Keys and Access to the Licensed Area.
City shall provide JU4Y four (4) sets of Licensed Area Keys.
Keys shall not be duplicated. JU4Y shall provide City with a current list of each staff member that has possession of the Licensed Area Keys. City shall be notified immediately upon a change to the staff members in possession of the Licensed Area Keys.
If City changes the locks during the term of this Agreement, City shall provide JU4Y replacement keys immediately upon the change.
City reserves the right to enter the Property at any time during JU4Y’s operation for any City purposes or to conduct an inspection. No right reserved by City in this section shall be exercised as to interfere unreasonably with JU4Y’s operation hereunder JU4Y shall keep Licensed Area locked and secure when JU4Y staff are not present in the Licensed Area.
Alarm. JU4Y shall ensure the alarm code is kept confidential. Only JU4Y staff members assigned a Licensed Area Key shall have knowledge of the alarm code. JU4Y shall ensure the alarm is activated at any time JU4Y’s staff is not present in the Licensed Area. If City changes the alarm code, City shall immediately provide JU4Y the new alarm code.
JU4Y shall not change the locks, alarm code or install any additional security measures without the prior written consent of the Director of Neighborhood Services.
City Duties and Responsibilities
Utilities. City shall be responsible for providing all utilities and shall be solely responsible for the utility costs for the Licensed Area.
Alarm and Surveillance. City shall provide at its sole cost an alarm system for the Licensed Area. At City’s sole discretion, City can operate a surveillance system at City’s sole cost.
Maintenance.
City shall be responsible for providing custodial services once a week of the Licensed Area.
City shall provide pest control to the Licensed Area.
CITY shall be responsible for repairs to the Property or Licensed Area, providing that the damage to be repaired was not caused by the negligence or misuse of the Licensed Area or the Property by JU4Y or its employees, volunteers, or invitees.
City shall be solely responsible for timing of the repairs.
Painting
Lighting
Roofing
Windows and Doors
Wall Repair
HVAC
Plumbing
Should Property or Licensed Area need excessive repairs City can terminate the Agreement pursuant to Section 8 or alternatively the Parties can agree to agree to share the costs of the repairs.
Parties Collaboration.
Parties agree that they will collaborate with each other for the betterment of the City of Pomona’s residents.
City will, when the Neighborhood Services Director in his or her sole judgement determines there is sufficient capacity and sufficient funds available, assist promotion of JU4Y’s programing and community services.
JU4Y will promote City programing at the Licensed Area and may promote City programing in any written resources promoting programs at Licensed Area by JU4Y.
City may refer potential resources and community partners to JU4Y.
Condition of Premises. JU4Y accepts this Agreement subject to the “As Is,” “Where Is” condition of the Property and the Licensed Area, and subject to any condition that may exist, without any representation or warranty by City. JU4Y acknowledges and agrees that City makes no representations or warranties, express or implied, as to the Property and the Licensed Area. JU4Y has conducted all inspections of the Property and the Licensed Area to its full and complete satisfaction, and acknowledges that it will be using the Licensed Area with full knowledge of any and all conditions of the Property. JU4Y hereby assumes the risk that certain conditions may exist on the Property and the Licensed Area, and hereby releases City of and from any and all claims, actions, demands, rights, damages, costs or expenses that might arise out of or in connection with any such condition of the Property and the Licensed Area.
Prohibition Against the Use of Hazardous Substances. Under no circumstances during the term of this License shall JU4Y use or cause to be used on the Licensed Area or Property any hazardous or toxic substances or materials, and under no circumstance during the term of this Agreement shall JU4Y store or dispose of any such substances or materials in or on Licensed Area or Property.
Termination of License.
Either Party may terminate this agreement at any time for its convenience by providing written notice to the other party thirty (30) days prior to the date of termination.
City may terminate this Agreement at any time for cause, for a breach by JU4Y of any covenant or term of this Agreement, or a default by JU4Y of any term or provision of this Agreement. Notification of such termination shall be in writing.
Restoration of City’s Property, Claims for Costs. Upon the termination, revocation of cessation of this Agreement in any manner provided in this Agreement, JU4Y, upon demand of City and at JU4Y’s own cost and expense, shall abandon the use of the Licensed Area and restore the Licensed Area to the same condition in which it was at the commencement of this Agreement, reasonable wear and tear excepted. In no event shall JU4Y have any claim against City for any of the costs of constructing, maintaining or removing the improvements. In case JU4Y shall fail to restore Licensed Property as aforesaid within ten (10) days after the effective date of termination, City may proceed with such work at the expense of JU4Y.
Insurance.
Insurance.
Time for Compliance. JU4Y shall not occupy Licensed Area until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions of the Agreement, JU4Y shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, JU4Y agrees to amend, supplement or endorse the policies to do so.
Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Workers' Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
Waiver of Subrogation. All required insurance coverages, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow JU4Y or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. JU4Y hereby waives its own right of recovery against City.
Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
Evidence of Insurance. JU4Y, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Enforcement of Agreement Provisions (non estoppel). JU4Y acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
Additional Insurance Provisions
The foregoing requirements as to the types and limits of insurance coverage to be maintained by JU4Y, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by JU4Y pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right to terminate this Agreement for cause.
The City may require JU4Y to provide complete copies of all insurance policies in effect for the duration of the Project.
Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve JU4Y from liability in excess of such coverage, nor shall it limit JU4Y’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
JU4Y shall report to the City, in addition to JU4Y insurer, any and all insurance claims submitted by JU4Y in connection with this Agreement.
Indemnity.
JU4Y agrees to protect, save, defend, indemnify and hold harmless, with legal counsel of the City’s choosing, the City, its directors, officers and employees and each of them, from any and all claims, demands, liens, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death (collectively “Claims”), in any manner arising out of or incident to any act, negligence or misconduct of JU4Y, its directors, employees, agents and volunteers, or of any third parties, regardless of whether or not JU4Y or any of its agents (whether authorized or unauthorized) has allowed such third parties to use or be on the Property or the Licensed Area, arising out of or in connection with JU4Y’s use of the Property or Licensed Area pursuant to this Agreement, and including without limitation the payment of reasonable attorneys’ fees and other related costs and expenses. JU4Y shall reimburse the City, its governing board, officials, employees, agents and volunteers for any and all legal expenses and costs incurred by each of them in connection with any Claims subject to indemnification by JU4Y, or in enforcing the indemnity herein provided. JU4Y’s indemnification obligations shall not be restricted by the amount of insurance proceeds, if any, received by any indemnitee. JU4Y’s indemnification obligations shall survive any termination of this Agreement or revocation of the Agreement. The sole limitation on JU4Y’s indemnity obligation above is for Claims, attorneys’ fees and costs arising due to the sole negligence or willful misconduct of the City, its governing board, officers, employees, agents or volunteers.
JU4Y further agrees to indemnify, defend and hold harmless the City, its directors, officers and employees and each of them, from any claim or cause of action arising out of or related to the legality or legal interpretation of this Agreement, including without limitation, the City’s authority to enter into this Agreement and/or authority to grant JU4Y the License.
JU4Y further agrees to indemnify, defend and hold harmless the City, its directors, officers and employees and each of them, from any claim or cause of action arising out of or related to liability resulting from violation of any applicable Federal, State or local statute, ordinance, order, requirement, law or regulation that may adversely affect the Licensed Area or Property, including, without limitation, any applicable labor laws and/or regulations.
JU4Y further agrees to indemnify, defend and hold harmless the City, its directors, officers and employees and each of them, from any claim or cause of action arising out of or related to any personal property of JU4Y, employee or invitee stored in the Licensed Area.
The provisions of this Section shall survive the termination or expiration of this Agreement.
Legal Interpretation Of Instrument. The Parties expressly understand and agree that this Agreement constitutes a non-exclusive license for use of the Licensed Area. This Agreement is not intended by the Parties, nor shall it be legally construed, to convey a leasehold, easement, or other interest in real property. Should either Party be compelled to institute arbitration, legal, or other proceedings against the other for, or on account of, the other Party’s failure or refusal to perform or fulfill any of the covenants or conditions of this Agreement on its part to be performed or fulfilled, the Parties agree that the rules and principles applicable to licenses shall govern such actions or proceedings. This Agreement shall be governed by the laws of the State of California.
Entire Agreement/Modification. This Agreement contains the entire agreement of the Parties and supersedes all prior negotiations, understandings or agreements as to use the Licensed Area. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties.
Notices. All request, information or other document to be given hereunder to any of the Parties by any other Party shall be in writing and shall be deemed given and served upon delivery, if delivered personally, or three (3) days after mailing by United States mail as follows:
To City:
City of Pomona
505 S. Garey Ave
Pomona, CA 91766
Attn: Benita DeFrank, Neighborhood Services Director
TO JU4Y:
Just Us 4 Youth
363 S. Park Avenue, Ste. 104
Pomona, CA 91766
Attn: Eric Vasquez, Executive Director
Any Party may change the address or persons to which notices are to be sent to it by giving the other Party written notice of such change of address or persons, in the manner provided for giving notice.
Official Representatives.
The official representative for the City shall be its Neighborhood Services Director or his/her designee.
The official representative for JU4Y shall be its Executive Director_____________ or his/her designee.
Employees/Independent Contractors. For purposes of this Agreement, all persons volunteering for or employed by JU4Y in the performance of services and functions with respect to this Agreement shall be deemed volunteers or employees of JU4Y, and no volunteers or employee of JU4Y shall be considered a volunteer or an employee of City or under the jurisdiction of City, nor shall such volunteer or employee of JU4Y have any City pension, civil service, or other status while an volunteer or employee of the JU4Y.
JU4Y shall have no authority to contract on behalf of City. It is expressly understood and agreed by both Parties hereto that JU4Y, while engaged in carrying out and complying with any terms of this Agreement, is not acting as an agent, officer, or employee of City.
Governing Law. This Agreement shall be governed by the laws of the State of California. The venue shall be in Los Angeles County.
Counterparts and Facsimile Signatures. This Agreement may be executed in duplicate counterparts, each of which shall constitute an original and all of which shall constitute one Agreement. Facsimile signatures shall be considered original signatures.
Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature Severability. The invalidity of any portion of this Agreement shall not affect the validity of the remaining portions, which remaining portions shall remain in full force and effect.
Possessory Interest Tax Notice. JU4Y hereby recognizes and understands that this Agreement and license may create a possessory interest subject to property taxation, and that the City, in accordance with California Revenue and Taxation Code Section 107.6, has given notice to JU4Y that JU4Y may be subject to property taxation, and that JU4Y may be subject to the payment of property taxes levied on the possessory interest created by this Agreement and license. JU4Y shall be fully responsible for the payment of all possessory interest taxes levied and/or assessed during the term of this Agreement regarding the license.
Captions. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement.
Exhibits and Recitals. All Exhibits and Recitals contained herein are material parts of this Agreement and are incorporated into this Agreement as if fully set forth herein by reference.
No Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other party any contractual rights by custom, estoppel, or otherwise.
No Assignment or Transfer. JU4Y shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
Nondiscrimination. In utilizing the Licensed Area, JU4Y shall not discriminate against any person on account of race, color, religion, sex, marital status, national origin, or ancestry. JU4Y certifies and agrees that all persons employed with respect to the Licensed Area are and shall be treated equally without regard to or because of race, religion, ancestry, national origin, or sex, and in compliance with all federal and state laws prohibiting discrimination in employment, including but not limited to the Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and the California Fair Employment Practices Act.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. [SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR LICENSE AGREEMENT
BETWEEN THE CITY OF POMONA
AND JU4Y
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY
CITY OF POMONA
APPROVED BY:
James Makshanoff
City Manager
ATTESTED BY:
Rosalia A. Butler, MMC,
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
JU4Y
Eric Vasquez, Executive Director
Signature
Name
Title
EXHIBIT A
DESCRIPTION OF LICENSED PROPERTY
[***INSERT DESCRIPTION OF City PROPERTY***]
[ATTACHED]
EXHIBIT B
DESCRIPTION OF CITY FURNISHINGS AND EQUIPMENT
EXHIBIT C
Location of Licensed Area and Parking
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65318.10600\41042033.6
ATTACHMENT NO. 1