The URL can be used to link to this page

Home My WebLink AboutLicense AgreementLICENSE AGREEMENT This non-exclusive License Agreement (the "License") is entered into as of this jc� day of 2004 by and between Creative Center of Los Altos dba Pinewood School, a California non-profit corporation ("Licensor") and the Town of Los Altos Hills, a California municipal corporation ("Licensee"). As further described herein, Licensor agrees to license to Licensee the right to non- exclusive use of the pathway more particularly described on Exhibit A attached hereto ("Pathway") which is a part of the premises being leased by Licensor from Palo Alto Unified School District ("Landlord") at 26800 Fremont Road, Los Altos Hills, California. RECITAL The execution of this license is required as a condition of the conditional use permit ("Permif') granted to Licensor by the Town on November 20, 2003 and amended on May 13, 2004 for the installation of artificial turf over its playing field. The Permit originally required Licensor to secure an easement across the Pathway for public access. Failure of Licensor to secure such easement resulted in the amendment of the Permit to allow for execution of this License in lieu of the easement. ARTICLE I SUBJECT TO LEASE This License is subject and subordinate to all of the terms and conditions of that certain Lease concerning the Fremont Hills School site at 26800 Fremont Road, Los Altos Hills, California (the "Lease") between Licensor and the Landlord dated September 24, 2002. Licensee shall not commit or permit to be committed any act or omission in its use of the Pathway which would violate any terms or provisions of the Lease. ARTICLE 2 NATURE OF THE LICENSE This License shall allow public access and use of the Pathway on a non-exclusive basis on the terms and conditions contained herein. Licensee accepts the Pathway in its "as it, where is" condition and recognizes that Licensor has no duty of maintenance or care of the Pathway other than as required under the Lease. ARTICLE 3 DURATION OF LICENSE This License shall commence on the date of full execution hereof by Licensor and by Licensee (the "Commencement Date") and shall continue until the termination of the Lease (`Expiration Date"). 1031391558.1 -1 ARTICLE 4 CONSIDERATION There is no license fee associated with this License and the consideration for the License is Licensee's granting of the Permit. The parties agree that as a result of adequate consideration, this License is nonrevocable other than as provided in Article 9. ARTICLE 5 NO ASSIGNMENT OR TRANSFER OF THE LICENSE This License is personal to Licensee and may not be assigned or sublicensed in any manner. Any assignment or sublicense without Licensor's prior written consent which may be withheld in its sole discretion, shall be voidable and shall constitute a default of the License Agreement. 11VVi�i USE The License permits normal recreational use of the Pathway by the general public along with the co -use by Licensor and for no other purpose. ARTICLE 7 INSURANCE AND INDEMNITY During the term of this License, Licensee, at Licensee's sole cost and expense, shall maintain the Licensee's standard policies of commercial general liability insurance and casualty insurance which shall name Licensor as an additional insured as it relates solely to the uses of the Pathway by the general public as described in Article 6 (other than use by the Licensor and its officers, employees, agents while on school business and Licensor's students for school purposes). Licensee does hereby indemnify and hold Licensor harmless from and against any and all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) to the extent any claim is brought against Licensor as the result of the use of the Pathway by the general public as described in Article 6 other than use by the Licensor and its officers, employees, agents while on school business and l icensor's students for school purposes. ARTICLE 8 u : I�YYq�/:Vty:l Licensor will not be required to maintain the Pathway in any manner and Licensee will have the right, but not the obligation, to maintain the Pathway at its sole expense. 109'391558.1 -2- ARTICLE 9 DEFAULT A default of this License shall occur if: 1. As a result of its sole negligence or willful misconduct, Licensee fails to perform any of the terns contained in this License. 2. Licensor prohibits public access to the Pathway at any time The nondefaulting party shall provide the defaulting party with written notice of the existence of a default as described herein and shall provide the defaulting party with thirty (30) days after the date of such written notice to cure such default. Upon failure to cure, the nondefaulting party may terminate this License by giving the defaulting party written notice of termination, and/or bring any action, claim, or suit of any kind, including a demand for specific performance. Upon receipt of the notice of termination, this License shall be deemed terminated. ARTICLE 10 NOTICES Any notices, demands, requests, consent, approval, or communications that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class, certified mail to the address set forth below or by overnight delivery by a nationally recognized courier service. Notice will be deemed received upon the date of receipt of personal service or the next day with receipt verifying delivery by overnight courier or by three (3) business days if sent by certified mail. The address of the parties are as follows and may be changed at any time by either party by giving written notice to the other of the change in address: Licensor: Pinewood School 327 Fremont Avenue Los Altos, California 94024 Atm: Scott Riches Licensee: The Town of Los Altos Hills 26379 Fremont Road Los Altos, CA 94022 Atm: Carl Cahill, Planning Director M391558A _3_ ARTICLE 11 ATTORNEYS' FEES In the event any action or proceeding at law or in equity or any arbitration proceeding be instituted by a party to this License for enforcement of any of the terms of this License or default of this License, the prevailing party (by judgment or settlement) in such action or proceeding shall be entitled to recover as part of such action or proceeding such reasonable attorneys' fees, expert witness fees, and court costs as may be fixed by the court or jury, but this provision shall not apply to any cross-complaint filed by anyone other than a party to this License in such action or proceeding. ARTICLE 12 MISCELLANEOUS 12.1 Entire Agreement. This License constitutes the entire agreement between the parties with respect to the matters described or referred to herein, and Licensor has made no representations or warranties to Licensee except as expressly set forth herein. This License may only be amended in writing signed by both parties hereto. 12.2 Counterparts. This license may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed as of the date first set forth above. LICENSOR: CREATIVE CENTER OF LOS ALTOS DBA PINEWOOD SCHOOL, A CALIFORNIA NON- PROFIT CORPORATION By: colt Riches, President 689903-3 1091391558.1 -4- LICENSEE: TOWN OF LOS ALTOS limen A CALIFORNIA MUNICIPAL CORPORATION CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California � County of lr tir t" On t_ before me. �AGf. S• l6 �.. 0°o��e1eBe wm. alw nlewolr r -.w m..Nwlr wael personally appeared S 0077 L 9/C wmasl a 5 sgege A Place Nolem seal Marra ❑ personally known to me proved to me on the basis of satisfactory evidence to be the personA whose narri is/ar subscribed to the within instrument and acknowledged to me that he/sheAhe"xecuted the same in his/herifheir authorized capacityW, and that by his/heFAhBiF signaturef,$) on the instrument the personA, or the entity upon behalf of which the persorX acted, ezeculed the instrument. WITN ESS my hand and official seal. �Igrew,ea NaleryPWlc OPTIONAL Though the intmmation below is not required by law, N may prove valuable to parsons relying on the document and could prevent Fraudulent pernmi and reattachment of this tone to another document. Description of Attached Docume�tt Title or Type of Document: �� // Alin / Document Date: OA Number of Pages: _ 1 Signer(s) Other Than Named Above: Capacity(hes) Claimed by Signer Signer's Name: 1111111111111111N. illamgls� 0 Individual Top a thumb here ❑ Corporate Officer — Tdle(s): ❑ Partner — ❑Limited L1 General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: O 1. NaMaIXOImy Or®cbfa,-. par ..11.Oe.,per. em-mM. V. 81T1-ww'.mdnam,Yap ra --1