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Home My WebLink About102-Agreement and Map -- Saratoga Sister City.pdfLICENSE BETWEEN THE CITY OF SARATOGA AND SARATOGA SISTER CITY 1. Parties. This license agreement ( "License "), is made by and between the CITY OF SARATOGA, a Municipal Corporation, located in the County of Santa Clara, State of California ( "Licensor'), and Saratoga Sister City ( "Licensee "). 2. Occupancy Space. Licensor hereby licenses Licensee and Licensee accepts license from Licensor for the term, at the license fee, and upon all of the conditions set forth herein, the occupancy and use of an area of land not exceeding 160 square feet, located in the City of Saratoga, at 19848 Prospect Road (aka the North Campus), in the general location shown on the attached exhibit (which exhibit is incorporated by this reference), with the specific location to be determined by the City Manager or the Manager's designee (the "Occupancy Space"), The Licensor can change the location to a different place at the North Campus with advance notice to the Licensee as long as the Licensor pays for all costs of relocation. 3. Term. 3.1. Duration. The term of the License shall be for ten years, unless sooner terminated pursuant to this agreement or unless extended pursuant to Paragraph 3.2 of the License. The term of the License shall commence on August 1, 2007 (the "Commencement Date "). The License term shall extend automatically for a period of five years unless either party notifies the other in writing at least one hundred eighty (180) days prior to the expiration of the term of the License that the License term will not be extended. The License term shall not be extended and the License will terminate automatically at the end of the initial ten year term if at the end of that term Licensee is in default in the performance of any of the terms, covenants or conditions contained in the License. Nothing in this License shall preclude the parties from extending the License term beyond the term specified herein upon mutually agreeable conditions. 3.2. Removal of Shed. Upon conclusion of the License term, an extended License term, or termination by either party it shall be Licensee's sole responsibility to remove the shed and its contents from Licensor's property. Licensee may elect to allow the shed to remain on Licensor's property but in such event Licensee agrees that the shed shall at that time become the property of Licensor and Licensor may retain, remove or demolish the shed as it sees fit, Licensee further agrees that in the event the shed becomes the property of Licensor, Licensor may, after 30 days notice to Licensee, dispose of any contents of the shed remaining after the notice period in any manner chosen by Licensor. 4. License Fee. Licensee shall pay to Licensor the sum of $1.00 per year that this License remains in effect. 5. Use. Licensee may use the Occupancy Space for a 10' x 16' "Tuff Shed" to be installed on a concrete pad and used mainly for the storage of taiko drums and related equipment, and other similar uses related to Saratoga Sister City and for no other purpose. Licensee shall not use or permit the Occupancy Space or any part of the Occupancy Space to be used for the storage of flammable, explosive, or radioactive materials or any materials subject to regulation Page 1 of 4 as hazardous or toxic substances or for any purpose or purposes other than the purpose or purposes for which the Occupancy Space is licensed. Licensee shall install and use the shed in compliance with all applicable Saratoga, State, and Federal laws. The shed shall remain locked at all times that the entrance is not being used to add or remove items from the shed. 6. Installation, Repairs and Maintenance. Licensee shall, at Licensee's sole expense and in accordance with the terms of the License, install, repair and maintain the shed in good order and condition. Licensee is solely responsible for ensuring that the shed is locked and secured. Licensor shall have no responsibility to install, maintain, or repair the shed. 7. Insurance and Indemnification. 7.1. Insurance required. Licensee shall procure and maintain for the duration of the term of the license insurance against loss or damage to the shed and contents of the shed. The insurance shall be for the replacement value of the shed and the contents of the shed. The cost of such insurance shall be borne by the Licensee. 7.2. Indemnification. Licensee agrees to indemnify and hold harmless Licensor and its officers, officials, boards, commissions or committees from and against any and all claims, demands, causes of action, damages, liabilities, costs or expenses, resulting from any negligent acts or omissions by the Licensee, its agents, contractors, employees, volunteers, customers or invitees in connection with the Licensee's use of the Occupancy Space, or the performance of the Licensee's obligations under the License, including its repair and maintenance obligations. Licensor agrees to indemnify and hold harmless Licensee and its officers, directors, agents, employees, members and volunteers free from and against any and all claims, demands, causes of action, damages, liabilities, costs or expenses, resulting from any negligent acts or omissions by Licensor in connection with Licensor's performance of its obligations under the License. 8. Termination. 8.1. Licensor's Right to Terminate. Licensor may terminate the License if it reasonably determines that Licensee is breach of any of the provisions of this License and has not cured the breach after being given a reasonable opportunity to do so. 8.2. Licensee's Right to Terminate. Licensee may at any time elect to terminate the License and cease use of the Occupancy Space. 9. Access. Licensee shall have full and unimpaired access to the Occupancy Space at all times and shall not allow access by any third party. Licensor shall have the right to enter the Occupancy Space at all times, upon prior notice to Licensee. 10. License. This Agreement does not and shall not be deemed to constitute a lease or a conveyance of the Occupied Space by Licensor to Licensee or to confer upon Licensee any right, title, estate or interest in the Occupied Space, except for such rights granted to Licensee pursuant to this Agreement. Notwithstanding the fact that this Agreement is a license and not a lease, it shall not be terminable by Licensor prior to the expiration of the Term, except as specifically provided in Section 8 of this Agreement. Page 2of 4 11. General Provisions. 11.1. The unenforceability, invalidity, or illegality of any provision of the License shall not render the other provisions unenforceable, invalid, or illegal. 11.2. Neither Licensor nor Licensee shall discriminate because of race, religion, color, sex, ancestry, disability, or national origin against any person in the management, operation or use of the Occupancy Space. 11.3. The License shall constitute the entire agreement between the parties, and shall supersede in all respects any other agreements, either oral or written, between the parties hereto with respect to the license of the Occupancy Space. 11.4. The specified remedies to which Licensor and Licensee may resort under the terms of this Lease are cumulative and not intended to be exclusive of any other remedies afforded by law. No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of Licensor, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver or any preceding or succeeding breach of the same or other covenant, term or condition. Acceptance of all or any portion of license fee at any time shall not be deemed to be a waiver of any covenant, term or condition except as to the license fee payment accepted. 11.5. In the event of a dispute arising pursuant to this agreement each party shall bear its own legal costs. 11.6. Notice. All notices pursuant to this License shall be in writing and may be given either personally, by certified mail, return receipt requested, or by overnight express carrier. The notice shall be deemed to have been given and received on the date delivered in person or the date upon which the postal authority or overnight express carrier indicates that the mailing was delivered to the address of the receiving party. Any party hereto, by giving ten {10} days written notice to the other, may designate any other address as substitution of the address to which the notice or communication shall be given. Notices or communications shall be given to the parties at the addresses set forth below until specified otherwise in writing: Notices to Licensee shall be sent to: Saratoga Sister City PO Box 796 Saratoga, CA 95071 Notices to City shall be sent to City Clerk City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Page 3of 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. City of Sarato a Saratoga Sister Ci By: By: y ra�77""""— Dave Anderson, Cathy Fos ato, City Manager President Date: Date: - - 0 Attest: By: Peter Varra, Cathleen Boyer, City Clerk Treasurer Date: Date: Approved as to Form: By: Art Okuno, Richard Taylor, City Attorney Taiko Chairperson Date: Date: �� 1 Approved as to Insurance: Mary Furey, Administrative Services Director Date: Page 4of 4 0-haad Utmty wh— S 87' 01" 15 " E 259.94- vm ""k Dnvg -Y Drlvnkay "M .F1 b ❑pe x Faa ng ° 4f r Ed" Pvmt Up Pint $ 9 }m E� � n Edge Pink I Fan( ,°a a Conk I Edge Pint CO o ty End�a 10' (4U Canc a *Co 1L 29.97' Exist c8 ` � Building Q „ a Exist e� Building � on CV cam v d m I Peru � g Arbor FL —j esf, �y+ Td 6' Chain Unk fmco PEI PROPOSED SHED ! LOCATION 18x16 CEL I I j91{/��:ay (m J Z 1961 a =- r S L74131 . A SuAding =131' Acm �' N CoCo 11 S 87' 01 15" 269.9 ' Cm G3 wv .13' Cane zo Exist GV a Building R� En Brick wa 25. * 0. P 4 � P W W kl � a W Fer Edq. 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