HomeMy WebLinkAbout2008-005 Atascadero BMXCITY ASPAD
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LICENSE AGREEMENT
1. Identification of Parties. This License Agreement is entered into on January 22,
2008 by and between the City of Atascadero, a general law city of the State of
California, hereafter referred to as "City" and Atascadero BMX, a not-for-profit
corporation formed pursuant to the laws of the State of California, hereafter referred
to as "Licensee."
2. Description of Property. City has a leasehold interest in certain real property
situated in the City of Atascadero, County of San Luis Obispo, California (hereafter
referred to as "the Land"), and more particularly described as follows: 6575
Sycamore Road, Atascadero, California, which is more particularly described in
Exhibit A, which is attached to this Agreement and hereby incorporated by reference.
3. Grant of License. In consideration of the sum of ONE DOLLAR ($1), City grants to
Licensee a license (hereafter referred to as "the License") to perform the following
acts on the Land: to utilize the Land for the construction of a bicycle motor -cross
sports track and related facilities and the management, supervision, and scheduling of
events on same (hereinafter referred to as "Permitted Use"). Licensee may not use
the Land for any other purpose or business without the obtaining City's prior written
consent.
4. City's Regulation of Permitted Use. Subject to all present and future rules adopted
by the City, the Land shall be used for the purpose of constructing, operating and
maintaining an outdoor bicycle racing facility in accordance with plans submitted to
and proved by the City. A copy of the plans are attached hereto and marked as
Exhibit and incorporated by reference (hereinafter referred to as "Plans"). Any
proposed changes to said Plans must be approved by City in writing. Licensee shall
have non-exclusive rights of ingress and egress to and from the Land across, over,
and through all public areas near or adjacent to the Land for Licensee's employees,
agents, guests and patrons.
Licensee shall submit to the Community Services Department of the City a schedule
of events for the year prior to April 1 of each year commencing on January 1, 2008.
Pursuant to an agreement to be drawn up with the City which designates use,
maintenance and liability coverage for the general public, the Land shall be available
to the general public during all non-scheduled periods. Licensee may, on race and
practice days, collect fees for scheduled events to cover expenses of staging the
racing event. All fees collected will be used for allowances which are in accordance
with State and Federal Non-profit Organization tax laws, which may include
improvements to the track and facility. An annual statement of receipts and
expenditures shall be submitted to the Community Services Department of the City
on or before March 1 st of each year commencing on March, 2009. At the expiration
of the Agreement all permanent improvements shall become property of the City.
City shall have the power and authority to impose reasonable conditions and
requirements relative to the management and operation of said Land as in City's
judgment may appear to be for the best interests of the public and the City of
Atascadero, but which will not unreasonably interfere with Licensee's use and
enjoyment of said Land. Notice of all decisions and regulations by City shall be
given as hereinafter provided.
5. Interest Acquired. The Licensee shall acquire no proprietary ownership, possessory
or other rights, except as specifically given herein. This License is personal to the
Licensee and shall not be assigned without prior written approval of the Council. The
Licensee shall give the Council at least ninety (90) days notice in writing of the
intention to assign. If assignment is made without said notice and approval, the
Council, in addition to any remedies for breach hereof, may hold the Licensee
responsible for all things done, fees to be paid, and documents to be filed under the
terms hereof
6. Term. The License Agreement shall be for a term of three (3) years, commencing
on January 22, 2008. This term may be extended for two additional one year periods
upon the mutual written agreement of the parties, subject to any changes to the terms
and conditions of this License Agreement.
7. Termination of Occupancy. Either party after the first year (or within ninety (90)
days prior to the end of the first year) may terminate this Licensing Agreement by
giving the other party ninety (90) days written notice. Notice of termination shall be
sent by certified mail, return receipt requested, addressed as follows:
City
Director of Community Services
6907 El Camino Real
Atascadero, California 93422
Licensee
Atascadero BMX
2875 Ferrocarril Road
Atascadero, CA 93422
After receipt of a notice of termination from City, Licensee, on or before the effective
date of termination specified in that notice shall remove all of Licensee's personal
property from the Land and shall surrender possession of the Land to City in good
order and repair to the satisfaction of City, normal wear and tear excepted.
8. Conditions. The License given herein above is subject to the following conditions,
and violations of any of said conditions shall be cause for immediate termination of
the License Agreement, notwithstanding any notice provisions contained elsewhere
hereinabove.
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The Licensee shall perform as follows:
1. Provide twenty-four (24) hour per day coverage in a
liability insurance policy, which policy shall name
the Atascadero Mutual Water Company, its Board,
and all officers, agents, and employees, as property
owner, and the City of Atascadero, its Council, and
all officers, agents, and employees of either as
additional named insureds. The City shall be
provided with a duplicate policy and no cancellation
of same shall be effective without at least thirty (30)
days prior written notice to the City. Said policy
limits shall be in accordance with Paragraph 9,
below.
2. Provide additional liability insurance coverage in
the minimum amount of ONE MILLION
DOLLARS (S 1,000,000) in accordance with the
provision of "1" above on all race dates.[ What is
the reasoning behind "additional" liability
insurance? The coverage will be through the
sanctioning agreement with the National Bicycle
League (sample policy of which has been provided
to the City for review). Atascadero BMX will not be
securing "additional" insurance other than that
provided through the NBL.]
3. Should any policy not be filed within fifteen (15)
days prior to a scheduled event or should any policy
be cancelled, no event shall be held and all
operations shall immediately cease. The Licensee
shall have fifteen (15) days in which to cure the lack
of filing or the cancellation, and if it fails to do so
within said time, these conditions will have been
breached.
4. Design (as approved by the City) and construct the
course property, excavate and grade the site, and
obtain all permits to do the same.
5. Maintain the track and accessory facilities in a
lawful and safe manner.
6. Provide and install fencing around the entire
perimeter of the track proper, subject to the
specifications of the City.
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7. Provide portable restrooms during the time of
scheduled events.
8. Provide refuse pickup during and after scheduled
events and practice sessions. (License is also
responsible to keep the facility improvements free
of graffiti and in good repair.
9. Provide an announcer's stand, if deemed desirable,
subject to the specifications of the City.
10. Supervise and schedule the usage of the track and
accessory facilities; however, the track may be
open to any and all persons during the times the
Licensee has not scheduled events or practice
sessions in conjunction therewith if the City is able
to arrange public use, maintenance and liability
insurance for public usage, set forth in Exhibit B
attached herewith.
11. Operate food and beverage concession at which the
only non -consumable items that may be sold are
track T-shirts, hats, related accessories in addition
to fundraising sales which are arranged to benefit
the Atascadero BMX facility; provided, all
necessary permits and licenses shall be obtained
from the City.
12. Refuse to discriminate upon the basis of race, sex,
creed, national origin, religion, marital status, age,
and physical condition against any person desiring
admission to said facility or to membership in
Licensee's organization; however, during scheduled
events and practice sessions, Licensee may restrict
admission to members and guests, and others
having paid any admission entry fee for said
scheduled event.
13. Upon termination of the Agreement, or any renewal
thereof, the site is to be restored to equal original
condition and all improvements shall revert to the
Licensee.
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14. If necessary, extend existing well water service to a
location adjacent to BMX track and pay all costs
associated with same.
15. Install electrical service to BMX area and pay all
costs associated with same.
16. Licensee shall pay all charges for utility services for
the Land.
9. Indemnity. Licensee, as a material part of the consideration to be rendered to City
under this Agreement, waives all claims against Licensor for damages to all personal
property in, on, or about the Property, and for injuries to persons on or about the
Property, from any cause arising at any time. In addition and except for the sole
negligence of the City, Licensee shall defend, indemnify and keep and hold City,
including City's officers, employees and agents, their successors and assigns,
harmless from any and all costs, liability, damage or expense (including costs of suit
and fees and expenses of legal services) claimed by anyone by reason of injury to or
death of persons, or damage to or destruction of property, including property of
Licensee, sustained in or about the designated Premises or arising out of Licensee's
use or occupancy thereof as a proximate result of the acts or omissions of Lessee, its
employees and agents, or its contractors, licensees, invitees or subtenants, their
successors and assigns, or arising out of the condition of the property. City shall, by
appropriate written notice to Licensee, advise Licensee as soon as practicable
regarding any potential liability of Licensee under this Section. Further, Licensee
agrees to hold Atascadero Mutual Water Company exempt and harmless for and on
account of any damage or injury to any person or personal property of any person,
arising from (a) Licensee's use of the demised Premises, or (b) Licensee's failure to
keep the Land and surrounding areas clean and in good condition. City and the
Atascadero Mutual Water Company shall not be liable to Licensee for any damage by
or from any act or negligence of any other occupant of the demised Premises or any
occupant of adjoining or continuous property. Licensee agrees to pay for all damages
to the demised Premises, as well as all damage to occupants of the Land and to the
property of those occupants caused by Licensee's misuse or neglect of the demised
Premises.
10. Insurance. Licensee further agrees to maintain in full force during the term of this
License, at Licensee's own expense, a commercial General Liability Insurance using
Insurance Service Office "Commercial General Liability" policy form CG 00 01 with
an edition date prior to 2004, or the exact equivalent with limits of no less than TWO
MILLION DOLLARS ($2,000,000) per occurrence for all covered losses and FOUR
MILLION DOLLARS ($4,000,000) general aggregate. The policy shall insure City,
the Atascadero Mutual Water Company and Licensee against liability for injury to
persons, damage to property, and death of any person occurring in or about the
demised Premises. The policy shall be approved as to form and content by City.
Licensee shall provide City with a copy of the policy, including an endorsement that
states that the policy will not be cancelled except after 30 -day prior written notice to
City. Licensee agrees to obtain endorsements for third party general liability
coverage required here to include as additional insured City and Atascadero Mutual
Water Company, their officials, employees, and agents. Licensee also agrees to
require this same provision of all subcontractors, joint ventures, or other parties
engaged by or in behalf of Licensee in relation to this Agreement. (A policy will be
issued through the National Bicycle League when Atascadero BMX is sanctioned in
affiliation with the NBL. The City and the Atascadero Mutual Water Company will
be named in addition to Atascadero BMX within the policy issued.)
11. Attorneys' Fees. If any legal action or proceeding arising out of or relating to this
Agreement is brought by either party to this Agreement, the prevailing party shall be
entitled to receive from the other party, in addition to any other relief that may be
granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or
proceeding by the prevailing party.
12. Entire Agreement. This License Agreement constitutes the entire agreement
between City and Licensee relating to the License. Any prior agreement, promises,
negotiations, or representations not expressly set forth in this Agreement are of no
force and effect. Any amendment to this Agreement shall be of no force and effect
unless it is in writing and signed by Licensor and City and Licensee.
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Executed on —Iq0 J , 2008, at Atascadero,
Licensee:
Atascadero BMX Association
By
resident
Attest.
.ecretary
Date: 0(�
APPROVED ATO FORM:
u
Brian Pierik
City Attorney
APPROVED AS TO FORM:
aeoc�
Rachelle Rickard
Administrative Services Director
City:
City of Atascadero, California
7
-
Wade G. McKinney, City
Attest: I ff �L-A
Marcia McClure Torgerson, C.M.C.,
City Clerk V
Date: -�— '-� --
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