Club License Agreement

License Agreement[1]

Agreement entered into on the date set forth below by and between Palo Alto Unit 503, The American Contract Bridge League, an unincorporated association, hereafter sometimes referred to as “Unit” or “Licensor”, and “Licensee”, who is named below.

Recitals

Unit holds a lease to premises at 2639A Terminal Blvd. Mountain View, CA, referred to herein as “Center”, for the purpose of causing the holding of bridge games.  A copy of the lease is on file with the Unit and available for inspection or copying.

Licensee is the owner of a Bridge Club (“Club”), duly sanctioned by the American Contact Bridge League (“ACBL”).

Licensee desires to use the premises to conduct bridge games and Center wishes to grant a license, not a sublease, to Licensee and to do so on the terms and conditions contained in this Agreement.

It is therefore agreed as follows:

1. Grant

Center hereby grants to Licensee a license to enter upon and use the Premises to conduct Licensee’s bridge club, and for no other purpose, at the times and during the term described herein.

2. Term of Agreement

This Agreement commences on the date set forth on Exhibit “A” and continues for a period of one year, subject to the following:

A. This license shall terminate if and when the Unit no longer leases space at Terminal Blvd., it being understood that the Unit has no affirmative obligation to maintain such lease.

B. This Agreement may be terminated by Unit for cause, meaning the Licensee has lost its ACBL sanction or, in the reasonable judgment of Unit, Licensee has failed to perform in accordance with the terms of this Agreement or with the highest standards of presentation of the game of bridge or compliance with the Constitution and By-laws of the Unit. Such cause would include repeated absences of the Owner or an acceptable substitute. It would include failure to hold a game at an agreed time, it being acknowledged by Licensor that on rare occasions cancellation of a game may have been due to a cause outside the control of the Licensee, and which Licensor may choose to excuse. In the case of unilateral unexcused cancellation of a game, the license fee obligation for said cancelled game will be an amount equal to the average of fees paid for the previous game sessions during the month preceding the unexcused cancellation. In the event of disagreement, resolution shall be by arbitration, in accord with procedures set forth below.

C. The duties and rights under this Agreement may not be assigned or delegated by Licensee. However, Licensee is granted the right to assign its rights and delegate its duties to a third party, subject to the Unit’s right to approve or disapprove the third party for whatever reasonable reason, which consent will not be unreasonably withheld. In the event of disagreement, resolution shall be by arbitration, in accord with procedures set forth below.

D. In the event of death or permanent disability or bankruptcy of the Licensee, the Board shall appoint a temporary custodian of the game, and this custodian working with the Board will be authorized to:

• seek out and appoint a temporary director to run the game until a new owner can be found;
• take charge of all revenue generated by the game and pay the game’s expenses including the director’s fee from this revenue;
• calculate with the help of the Board a value for the game;
• seek out a qualified person willing to buy the club at the calculated value;
• render a periodic accounting of these transactions to the Board.

E. Licensee has no right to renew the license granted in this document. However, Unit assures Licensee that Licensee first has a right of refusal to any new license, predicated on Licensee’s full performance of the terms of this Agreement, with such adjustments in rent and terms of this agreement as it, the Unit, considers reasonable in light of then prevailing circumstances. In the event of disagreement, resolution shall be by arbitration, in accord with procedures set forth below.

3. Times of Game

Licensee agrees to conduct a weekly bridge game on the days and hours set forth on Exhibit “A” to this Agreement.

4. License Fees

Licensee agrees to pay the license fees as specified in Exhibit “A”. Thereafter the License fees shall be paid in advance on the first day of each month in an amount equal to the license fees computation for the previous month, said process to continue until termination.

License Fee Due Date.  License fees shall be paid on the first day of the month in which a game is conducted and shall be accompanied by a complete accounting on a form to be provided by Licensor.

License fees shall be considered delinquent if not paid by the 7^th of each month.  A $50 late fee shall be assessed on delinquent payments.  The late fee may be waived on a case-by-case basis at the discretion of the Unit.

First Month’s License Fee.  Upon commencement of this Agreement, assuming it is not a renewal and not pursuant to an assignment or sale, the Licensee shall pay the sum of five hundred dollars to Licensor, a prepayment of the first month’s rent. The precise rent for such first month shall be computed at the end of the first month and reconciled, based on actual attendance and application of the table and supplies fees specified in Exhibit A.

Thereafter, the License fee shall be paid in advance on the first day of each month in an amount equal to the license fee computation for the previous month, said process to continue until termination.

If commencement of this Agreement is pursuant to a renewal, payments shall continue to be made, in advance, as set forth above, unless changed pursuant to the renewal.

If commencement of this Agreement is pursuant to an assignment or sale, Licensee shall step into the position of the transferor, making any adjustments part of the terms of the assignment or sale and not involving the Unit, and thereafter payments shall be made, in advance, as set forth above.

Termination.  Upon termination of this Agreement, the Licensee’s final month’s fee obligation shall be computed based on the actual attendance during such month.

Unit Free Play Certificates.  Licensee agrees to accept “Unit Free Play Certificates" from players in lieu of cash, which certificates will be credited by Licensor toward the obligation of Licensee to pay license fees.

“Fill in” players.  In the event Licensee provides one or more players to “fill in”, typically at the last moment to complete a table, and who is not required to pay to play, Licensee’s Table Fee obligation will be reduced by ¼ table for each such “fill in” player.

5. Obligations of Licensee

Licensee agrees:

A. To be a member of the Unit during the term of this Agreement. If Licensor and Licensee agree to waive this requirement, Licensee shall provide to Licensor a certificate of liability insurance coverage in amounts equal to those specified in Section 6.B., and shall maintain coverage during the term of this agreement.

B. To be “sanctioned” in writing by the ACBL, and to maintain such status and provide evidence thereof upon request by the Unit.

C. To conduct the agreed upon games in accordance with such reasonable rules and procedures as may, from time to time, be required by the Unit in order to assure appropriate conduct of games, and in performance of this obligation, the licensee is the agent of the Unit and advances the policies and procedures thereof to assure proper conduct of games.

D. To conduct “Unit” games on such occasions as reasonably requested by Unit, upon adequate notice and in accord with all reasonable requirements associated with the scheduling, conduct, reporting, etc., of such games.

E. That all games conducted by Licensee shall be sanctioned by the ACBL.

F. To provide light snacks and lay out coffee and tea.

G. At its option, to provide lunch, for a reasonable supplemental fee.

H. To score the game or games conducted pursuant to this agreement.

I. To post competition results on the Center bulletin board immediately upon conclusion of games and also enter such data and outcomes into agreed software, currently “ACBLscore”, and upload said game files to the Unit’s web site, currently www.paloaltobridge.com.

J. To set up and clean up.  Set up includes emptying dishwasher from any previous game, starting coffee, laying out snacks, putting out directional markers and other supplies, e.g. pickup slips, travelers, pencils, and boards. Replace tables and chairs at end of sessions to regular set up. “Clean up” includes gathering all cups and china and placing them in dishwasher, starting dishwasher, wiping food table and countertops in kitchen and emptying trash cans that risk overflowing, most particularly when another game will be played on that date. And lock up, adjust heating/air conditioning, lights off, etc.

K. To notify Unit of impending shortages of supplies or other needs.

L. To make ballots, surveys or other documents available to those attending games at request of the Unit.

M. To make announcements to players, as and when requested by Unit.

N. To assist individuals in finding partners, as requested by attendees.

O. To refrain from playing in games that they conduct except to complete a table; and if a Licensee plays, to refrain from accepting master points if the Licensee as a result of being a Director might give him or her an advantage,. e.g. Licensee prepared pre-made boards; Licensee enters scores into computer during play, etc.

P. To agree to abide by all fire regulations and related municipal or state ordinances that may apply, the Unit to supply such information.

Q. Make reasonable arrangements and allowances for the handicapped.

R. To assist in enforcing parking limitations as required by the lease.

6. Obligations of Licensor, “Unit”

Licensor agrees:

A. To provide facilities adequate to host the game or games, up to 35 tables.  If Unit defaults (no power, acts of God, water damage, etc.) its liability shall be the loss of licensee fee and no further damages.

B. To provide liability insurance that covers Licensees who are members of Palo Alto Unit 503, said insurance to be in the amount of two million dollars per incident, four million dollars total coverage.

C. To provide all utilities, at its sole expense.

D. To provide daily janitorial services and periodic general cleaning.

E. To provide supplies for games (tables, chairs, side tables, pick up slips, convention cards, travelers, printer paper, etc), plus coffee and tea, in advance, as reasonably needed to conduct games.

F. To provide a place for Licensees to store their materials and papers.

G. To provide computer equipment including hardware, printer and software appropriate to the needs of Directors in scoring games and otherwise serving contestants.

H. To supply reasonable access for Licensee to advertise in the Unit’s newspaper, “The Kibitzer”, said right subject to similar entitlements for all Licensees.

I. To mediate disputes between or among Licensees.

7. Arbitration Provision

In the event a dispute shall arise between the parties to this Agreement, it is hereby agreed that such dispute shall be referred to arbitration, each party to select an arbitrator, and those two to select a third, all to occur within one month. The actions of a majority of the arbiters shall be final. The costs of the arbitration shall be borne equally, unless otherwise decided by the arbiters.

8. General and Miscellaneous Provisions

A. Holding Over.  If the Licensee continues use of the Premises after expiration of the Terms, all provisions of this Agreement shall remain in full force and effect during such period of use, except that the license granted hereunder shall be terminable at the will of Unit upon 30 days’ written notice to Licensee.

B. Maximum Occupancy.  The maximum number of tables is 35. If two or more games/events are scheduled at the Center for the same time period, the Licensees of each game/event shall share the Center on terms agreed to by them. In all events, the number of tables occupied in total and the number of people in attendance shall not exceed the maximums recited above.

C. Liability.  Unit is an unincorporated association. Owner agrees that whatever remedies it may have under this Agreement shall be pursued and asserted solely against the said association and not against any member thereof, more particularly no present or future member, officer or Director shall be responsible or liable to Owner, directly or indirectly, for the failure of Unit to perform any provision of this agreement.

D. Notices.  All notices between the parties shall be in writing and shall be deemed duly served and given when personally delivered or when deposited in the US Mail, postage prepaid, addressed to the parties as set forth beneath their signatures, or at such other address as one party may hereafter advise the other party by notice pursuant to this paragraph.

E. Entire Agreement.     This agreement contains the entire agreement of the parties and correctly sets forth the rights and obligations of each to the other. Any prior agreements or representations not expressly set forth in this Agreement are of no force and effect.

IN WITNESS WHEREOF, the parties have entered into this License Agreement on

__________________________, 20__  at Mountain View, California.

LICENSOR

Palo Alto Unit 503,

The American Contract Bridge League

2639A Terminal Blvd.

Mountain View, CA.  95043

By:  _________________________________

LICENSEE

Name of Club Owner(s):

(All Club owners on record with the ACBL must sign)

Name of Club:

Address:

By: ____________________________________________________________________

            (All Owners)