LICENSE AGREEMENT BETWEEN THE
CITY OF SANTA CLARITA AND
THE SANTA CLARITA VALLEY HISTORICAL SOCIETY
THIS LICENSE is made and executed this ____ day of ________, 20__ (“Effective Date”), between the CITY OF SANTA CLARITA, a general law city and municipal corporation (“CITY”), and SANTA CLARITA VALLEY HISTORICAL SOCIETY (Corp# 759822), a California nonprofit organization (“SCVHS”). The Parties agree as follows:
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses SCVHS to use, on the terms and conditions in this License, the area of real property graphically depicted in attached Exhibit “A,” which is incorporated by reference, located at XXX, Santa Clarita (“Property” or “Heritage Junction Historic Park”). CITY’s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use property only.
2. USE OF PROPERTY.
A. SCVHS may use the Property for the purposes of [soliciting, receiving, and distributing donations and grants of materials, services, and funds, or assist CITY with such efforts for the improvement of public services of Heritage Junction Historic Park.] B. CITY may change, amend, or terminate SCVHS’s use of Property at any time, and in its sole discretion, verbally or in writing.
3. TERM. Except as provided in Section 4, the term of this License will begin on _____, 2025 and end on ______, 2030, unless terminated sooner pursuant to the provisions of this License.
This License will automatically renew on its anniversary date under the same terms and conditions for an additional 10 years, unless either Party provides the other with at least 30 days written notice of its intent not to renew this license.
4. TERMINATION.
A. As stated above, CITY may terminate this License at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise.
B. SCVHS may terminate this License at any time in writing at least five days before the effective termination date.
C. By executing this document, SCVHS waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
D. Upon termination, SCVHS will remove all personal property and improvements from Property within two days. Property will be left in a clean and orderly
fashion.
5. COMPENSATION. In consideration of SCVHS’s nonprofit status and its specific intent to provide charitable donations to Hart Park, SCVHS agrees to pay CITY a sum of $255 per month for electricity and is responsible for all other utilizes. Payments are due by the 15th of each month with a late payment charge of 2% compounded interest per month for late payments. This amount may be adjusted annually by the City based on the actual utility expenses incurred during the preceding Fiscal Year. The City shall provide written notice to SCVHS of any adjustment at least thirty (30) days prior to the effective date of the new amount.
6. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in lieu thereof, SCVHS acknowledges that it will have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to SCVHS’s improvements.
7. RELOCATION BENEFITS. SCVHS acknowledges that it has been informed that CITY is a public entity and that Property was previously acquired by CITY for a public purpose. SCVHS further acknowledges that any rights acquired under this License arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by CITY. SCVHS hereby acknowledges that at the time of said termination of this License by CITY, it will not be a “displaced person” entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
8. ALTERATIONS. SCVHS will not make, or cause to be made, any alterations to Property, or any part thereof, without CITY’s prior written consent.
9. HAZARDOUS/TOXIC WASTE. CITY has not, nor, to CITY’s knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within Property in violation of any law or regulation. SCVHS agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within Property in violation of any law or regulation. SCVHS agrees to defend and indemnify CITY, to the extent stated in Section 12, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, “Hazardous Material” means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos).
10. SIGNS. As of the Effective Date of this license, SCVHS will not place any sign upon Property without CITY’s prior written consent. SCVHS will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
11. ASSIGNMENT. SCVHS will not be permitted to assign this License or any interest therein.
12. INDEMNIFICATION.
A. SCVHS will hold CITY harmless and free from any and all liability arising out of this License, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this License, or its performance, pursuant to this License, SCVHS will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
C. SCVHS expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this License.
E. The requirements as to the types and limits of insurance coverage to be maintained by SCVHS as required by Section 13 below, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SCVHS pursuant to this License, including but not limited to the provisions concerning indemnification.
13. INSURANCE.
A. Before commencing performance under this License, and at all other times this License is effective, SCVHS will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $________
Workers compensation Statutory limits
B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary”
such that any other insurance that may be carried by CITY will be excess thereto.
Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon thirty (30) days prior written notice to CITY except for nonpayment of premiums which may be cancelable upon ten (10) day notice.
C. SCVHS will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this License and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
D. Should SCVHS, for any reason, fail to obtain and maintain the insurance required by this License, CITY may obtain such coverage at SCVHS’s expense and charge the cost of such insurance to SCVHS under this License or terminate pursuant to Section 4.
E. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of SCVHS (as the named insured) should SCVHS fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. SCVHS understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by SCVHS as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on SCVHS’s behalf upon the SCVHS’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against SCVHS for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
14. COMPLIANCE WITH LAW. SCVHS will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to Property and will faithfully observe in the use of Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of SCVHS in any action or proceeding against SCVHS, whether CITY be a party thereto or not, that SCVHS has violated any such ordinance or statute in the use of Property will be conclusive of that fact as between CITY and SCVHS.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by SCVHS, and in such event said License will automatically cease and terminate.
16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
17. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to SCVHS. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon Property for all lawful acts.
18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of SCVHS, or a general assignment by the SCVHS for the benefit of creditors, or any action taken or offered by SCVHS under any insolvency or bankruptcy action, will constitute a breach of this License by SCVHS, and in such event said License will automatically cease and terminate.
19. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid:
To SCVHS:
[INDIVIDUAL’S NAME; E.G., PRESIDENT, SECRETARY]
P.O. BOX
To CITY:
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
20. GOVERNING LAW. This License has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License will be in Los Angeles County.
21. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License will remain in effect, unimpaired by the holding.
22. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and SCVHS respecting Property, the use of Property by SCVHS, and the specified License term, and correctly sets forth the obligations of CITY and SCVHS. Any agreement or representations respecting Property or its licensing by CITY to SCVHS not expressly set forth in this instrument are void.
23. CONSTRUCTION. The language of each part of this License will be construed simply and according to its fair meaning, and this License will never be construed either for or against either party.
24. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written agreement.
CITY’s city manager, or designee, may execute any such amendment on behalf of CITY.
25. COUNTERPARTS. This License may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF SANTA CLARITA THE FRIENDS OF THE MONTEREY
PARK LIBRARY
_________________________________ ____________________________ Kenneth Striplin, [INDIVIDUAL’S NAME]
City Manager
ATTEST:
_____________________________
Mary Cusick,
City Clerk
APPROVED AS TO FORM:
Joseph M. Montes, City Attorney
By: _________________________________
Karl H. Berger, Assistant City Attorney