HomeMy WebLinkAboutSenior Center Craft Shop - License Agreement (2018)SENIOR CENTER CRAFT SHOP LICENSE AGREEMENT
This SENIOR CENTER CRAFT SHOP LICENSE AGREEMENT (the "Agreement ") is hereby
entered into as of January 1, 2018, by and between the City of Gilroy ( "Licensor ") and the
Senior Center Craft Shop ( "Licensee "), a 501 (c)(3) non - profit organization.
Licensee is comprised of a group of local senior crafts people who make and sell handcrafted
goods, as well as donated items, to the Gilroy community. Licensee donates a percentage of its
yearly profits to local charities. Licensor seeks to provide a revocable license for Licensee to use
space owned by Licensor to sell handmade and donated items, as well as provide opportunities
for positive interaction and engagement with fellow seniors, City employees, and the local
community.
1. Grant of License.
Licensor hereby gives to Licensee a non - transferable revocable license, subject to the terms
set forth herein, for the use and right to operate a craft store in an area to be designated by
Licensor at Licensor's real property located at 7371 Hanna Street in Gilroy, California 95020
(the "Gilroy Senior Center "). The exact location and configuration of the licensed area within
the Gilroy Senior Center will be determined at Licensor's discretion.
2. Limited Term.
The Term of the license will begin January 1, 2018 and will automatically terminate on
December 31, 2022. The license and this Agreement may be terminated prior to the end of
the Term by mutual written agreement of the parties or upon 30 -day written notice by either
party.
3. Licensee Covenants.
Licensee agrees, at its sole costs and expense, to do the following:
■ Operate a craft store (the "Craft Shop ") at the Gilroy Senior Center Monday through
Friday, 10:00 a.m. — 3:00 p.m. as well as at additional times for city- sponsored special
events;
■ Facilitate retail services at the Craft Shop;
• Facilitate monthly meetings with Licensor and work together in good faith through said
monthly meetings to ensure the quality of services delivered;
• Submit advertisement ads for display in the monthly Senior Newsletter, with approval
from Licensor;
• Submit advertisement ads for display in the seasonal activity guide, with assistance from
Gilroy Senior Center staff,
■ Reserve the Gilroy Senior Center facility, plan, and facilitate two (2) special events
annually which advertise Craft Shop merchandise, crafts, and donated store items;
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• Recruit shop volunteers to work at the Craft Shop;
• Develop a Craft Shop advertisement flyer on a monthly basis, with approval from City of
Gilroy;
■ Create three (3) posters for special events twice per year;
• Create Craft Shop letters /schedules to Craft Shop members;
• Maintain the Craft Shop clean, free of debris, and in good operational condition with
retail sales equipment in working order.
4. Licensor Covenants.
Licensor agrees, at its sole costs and expense, to do the following:
• Provide electricity, internet, and phone line for the Craft Shop;
• Provide 50 copies each month of a Craft Shop advertisement flyer;
• Provide three (3) posters for special events twice a year;
• Mail Craft Shop letters /schedules to Craft Shop members;
• Provide a space once a month for Craft Shop meetings;
• Provide an advertisement in the Senior Center monthly newsletter;
• Advertise two (2) special events per year in the City of Gilroy Recreation Activity Guide;
• Provide tables and chairs to support special events;
• Provide custodial services daily;
• Provide custodial services during special events.
5. Fees.
Licensee shall pay Licensor a License Fee each month and a Facility Reservation Fee upon
the occurrence of special events as described in Section 4 and 5 above.
a License Fee. During the Term, Licensee will pay Licensor a monthly sum of $100 as
the License Fee The monthly License Fee will be due and payable in advance on the
first day of each calendar- month.
b. Facility Reservation Fee. Upon the occurrence of a special event at the Craft Shop,
Licensee will pay Licensor a sum of $100 as a Facility Reservation Fee. The Facility
Reservation Fee will be due and payable within thirty (30) days of the special event.
6. Indemnification
To the fullest extent permitted by law, Licensee agrees to defend, through counsel approved
by Licensor (which approval shall not be unreasonably withheld), indemnify and hold
harmless Licensor, its officers, representatives, agents and employees against any and all
suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses,
including without limitation attorneys' fees, arising or resulting directly or indirectly from
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any act or omission of Licensee's assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
7. Insurance.
Licensee agrees to, at no cost to Licensor, obtain and maintain throughout the term of this
Agreement Commercial Liability Insurance on a per occurrence basis, including coverage for
owned and non -owned automobiles, with a minimum combined single limit coverage of
$1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death
to any person, and damage to property, including the loss of use thereof. As a condition
precedent to Licensor's obligations under this Agreement, Licensee will furnish written
evidence of such coverage (naming Licensor, its officers and employees as additional insured
on the Comprehensive Liability insurance policy referred to in (a) immediately above via a
specific endorsement) and requiring thirty (30) days written notice of policy lapse or
cancellation, or of a material change in policy terms.
8. Assignment
Licensee may not assign, transfer or encumber this Agreement or the License, nor grant any
other right of use or occupancy of the Property by any party other- than Licensee without the
prior written consent of Licensor, which may be withheld in Licensor's sole and absolute
discretion.
9. Miscellaneous.
a. If any term or provision of this Agreement shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement shall not be affected, and each term
and provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law. This Agreement may be modified only in writing by Licensor and
Licensee
b. This Agreement and the rights and obligations of the parties shall be interpreted,
construed, and enforced in accordance with the laws of the state of California.
c. Notwithstanding anything to the contrary contained in this Agreement, the expiration
or revocation of this Agreement shall not relieve Licensee from Licensee's obligations
accruing prior to the expiration or revocation and such obligations shall survive any
such expiration or revocation.
d. The person signing this Agreement on behalf of Licensee represents and warrants that
he or she is duly authorized and has legal capacity to execute and deliver this
Agreement.
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IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the day
and year first above written.
Gabriel A. Gonzalez Date
City Administrator
City of Gilroy
Licensor
Bevy Kirk
President
Senior Center Craft Shop
Licensee
Approved as to form:
City Attorney
Attest:
VIP 7,--
City Clerk
Date
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