HomeMy WebLinkAboutContracts & Agreements_192-2016 LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 20" day of
September 2016 ("Effective Date") by and between the MGH Investment Group, LLC
("Licensor") and the City of Redlands, a municipal corporation ("Licensee"). Licensor and
Licensee are sometimes individually referred to herein as a"Party"and,together,as the"Parties."
RECITALS
A. Licensor is the owner of certain real property located in the City of Redlands
commonly referred to as 19 East Citrus Avenue(the"Property").
B. Licensee desires to enter upon the Property, from time to time, to install and
maintain a non-penetrating roof mount patch antenna (Antenna) and associated conduit on the
building roof of the property, at a location designated by Licensor, to supply wireless services to
the surveillance equipment, referred to as the Licensee's Antenna Installation Project, located
within the Licensee's Orange Street Alley Park.
C. Licensor desires to grant Licensee a non-exclusive license to enter upon the
Property and install and maintain an Antenna on the Property on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Parties agree as follows:
1. Grant of License. Licensor hereby grants to Licensee, and its employees and
agents, a revocable license to occupy and use, as the case may be, subject to all of the tenns and
conditions hereof, a portion of the Property designated by Licensor for the installation of an
Antenna. All activities of Licensee undertaken in connection with the Licensee's Antenna
Installation Project shall be performed in accordance with all applicable federal, state, regional
and local laws.
2. Notice of Entry. Licensee shall provide prior notice to Licensor of the dates on
which Licensee desires to enter upon the Property.
3. Possession and Condition of Property Not Warranted. Licensor does not warrant
or represent that the Property is suitable for Licensee's Antenna Installation Project or for any
other purpose, and Licensee agrees to enter and use, as the case may be, the Property in its"as is"
condition, and install the Antenna Installation project thereon at its own risk, and Licensee may
not look to Licensor for any claim of damages, restitution or other relief in connection with such
entry, occupancy or use.
4. Maintenance of Antenna. Licensee shall be the owner of the Antenna installed
pursuant to Licensee's Antenna Installation Project and shall be solely responsible for the
maintenance,repair and relocation of the Antenna at Licensee's sole cost. If at any time Licensee
fails to properly install, maintain or repair the Antenna Installation Project (a "Default"), after
thirty (30) days prior written notice by Licensor to Licensee of Licensee's Default, and
Licensee's failure to cure such Default within thirty (30) days, Licensor shall have the right to
take any reasonable actions, including removal of the Antenna, to remedy Licensee's Default.
Licensee shall be liable for, and shall reimburse Licensor for any costs incurred by Licensor in
remedying a Default of Licensee.
I:1ca1djm\Agreements\MGH Investment Group LLC License Agreement(2).doc
5. Commencement; Termination. This Agreement shall commence upon its
Effective Date and shall continue until terminated by either Party upon sixty (60) days prior
written notice to the other Party, or as otherwise provided for herein. Within thirty(30) days after
the date of termination of this Agreement, Licensee shall remove the Antenna and restore the
Property to its equivalent conditions as of the Effective Date of this Agreement.
6. Notice. Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on
the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile,if confinned with a copy sent contemporaneously by first class,
certified, registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section:
Licensee Licensor
Chris Boatman,Director MGH Investments Group,LLC
Quality of Life Department Nima Ghazai, Property Manager
35 Cajon Street, Suite 222 West Hills Ca 91308
PO. Box 3005 (mailing)
Redlands, CA 92373
7. Indemnification of Licensor. Licensee shall defend,indemnify and hold Licensor
free and harmless from and against all liability, loss, damage, costs or expenses (including
attorneys' fees and court costs) arising from or as the result of the death of any person or any
personal injury, accident, claim, loss or damage whatsoever caused to any person or to the
property of any person, or any responsibility or liability resulting from or in any way connected
with Licensee's entry onto the Property and/or installation and maintenance of the Antenna.
8. Assignment; Sub-Licenses. The license granted by this Agreement is personal to
Licensee. Licensee shall not have the right to assign its rights under this Agreement except upon
the prior written consent of Licensor. Any attempt to assign the license granted by this
Agreement without the prior written consent of Licensor may, in the sole discretion of Licensor,
result in the immediate termination of this Agreement.
9. Written Agreement as Entire Understanding of Parties. The snaking, execution
and delivery of this Agreement by Licensee has not been induced by any representations,
statements, warranties or agreements other than those herein expressed. This Agreement
embodies the entire understanding of the Parties, and there are no further or other agreements or
understandings, written or oral, in effect between the Parties, relating to the grant of this
revocable license. This Agreement may be amended or modified only by a written instrument
signed by the Parties.
10. Attorneys' Fees and Costs. In the event action is brought to enforce or interpret
this Agreement,the prevailing party in any such action shall be entitled to its costs and reasonable
attorneys' fees,including fees for use of in-house counsel by a Party.
11. Counter arts. This Agreement may be signed in counterpart or duplicate copies,
and any signed counterpart or duplicate copy shall be equivalent to a signed original for all
purposes.
1AcaldjmlAgreements\MGH Investment Group LLC Licens2 Agreement(2).doe
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s)
indicated below.
LICENSOR1 Dated: -7-
MCTIJ In C'St ie t Gf'0L1p LLC
Title: Nima Ghazai, Property Manager
LICENSSE:
CITY OF REDLANDS Dated:
Paul Foster, Mayor
ATTES'l'
Sam Irwii4-cl4fy dlerk
Investment Group LLC Uccns3 Agreement(2).doc