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HomeMy WebLinkAboutContracts & Agreements_77-2017 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement') is made and entered into this 2"d day of May, 2017 ("Effective Date") by and between the City of Redlands, a municipal corporation ("Licensor"), and Brixton Redlands, LLC and SCS Engineers (together, "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 a parking lot located on certain real property located in the City of Redlands that is more particularly described as county of San Bernardino Assessor Parcel Nos 0171-251-06, 07, 08, 09, 10 (the"Property") B Licensee desires to enter upon the Property, from time to time to conduct due diligence soils testing by way of drill borings (the"Testing") C Licensor desires to grant Licensee a non-exclusive license to enter upon the Property and conduct the Testing 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 enter upon and use, as the case may be, subject to all of the terms and conditions hereof, a portion of the Property designated by Licensor for the Testing, and to restrict public access to the Property during such time All activities of Licensee undertaken in connection with Licensee's Testing shall be performed in accordance with all applicable federal, state, regional and local laws Licensee acknowledges and agrees that Licensee shall be financially obligated and responsible for all costs associated in connection with its Testing 2 Notice of Entiv Licensee shall provide five business days prior written notice to Licensor of the dates on which Licensee desires to enter upon the Property 3 Other Access Considerations a Licensee is hereby licensed to conduct the Testing between the hours of 5 00 P M and 5 00 A M Testing may occur for no more than three (3) consecutive calendar days, and no more than six (6) calendar days in total b Prior to undertaking the Testing, signage shall be posted notifying the public of the date(s) and time(s) of the closure of the Property at each entrance and exit, a minimum of 48 hours in advance of the Testing I ca djm 1grucinents Brixton.SCS Cngineens.License kgnnnt dm The content and location of such signage shall be to the satisfaction of Licensor c Licensee shall provide Licensor with a written alternate parking plan to the satisfaction of, and for approval by, Licensor no less than ten (10) calendar days prior to the Testing The plan shall include adequate measures deemed adequate by Licensor facilitate alternate offsite parking on Licensor's adjacent property located on APN No 0171- 053-03 Such measures shall include but not be limited to, signage and others mechanisms to delineate the offsite parking location d The Property shall be returned to Licensor in a condition satisfactory to Licensor which shall mean, at a minimum, the same condition as the Property was prior to the Testing 4 Possession and Condition of Proberty Not Warranted Licensor does not warrant or represent that the Property is suitable for Licensee's entry upon the Property or Licensee's Testing, 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 conduct Testing 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 or the Testing 5 Commencement Termination This Agreement shall commence upon its Effective Date and shall terminate on August 28, 2017, or as sooner terminated by either Party upon ten (10) days prior written notice to the other Parry, or as otherwise provided for herein 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 confirmed 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 Licensor Licensee Chris Boatman, Director Travis King, CEO Quality of Life Department Brixton Redlands LLC 35 Cajon Street, Ste 222 4435 Eastgate Mall Suite 310 PO Box 3005 (maihng) San Diego, CA 92121 Redlands, CA 92373 Luke Montague SCS Engineers 8799 Balboa Avenue Suite 290 San Diego, CA 92123 I t a djtn 1greements,I3rieton.SCS Engineers Lmmisc \gnnnt.doc2 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 Testing 8 Insurance Insurance required by this Agreement shall be maintained by Licensee throughout the term of this License Licensee shall not perform any work on the Property unless and until the required insurance listed below is obtained by Licensee Licensee shall provide City with certificates of insurance and endorsements evidencing such insurance prior to Licensee's entry onto the Property Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City Workers' Compensation and Employers Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Licensee is self-insured or exempt from the workers' compensation laws of the State of California Licensee shall provide City with Exhibit `A," entitled `Workers Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference Licensee shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public Iiability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Licensee shall secure and maintain business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Licensee owned vehicles used in connection with Licensee's provision of the Services, hired and non- owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 9 Indwendent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perform the Testing as an independent contractor Neither Licensor nor any of its employees or agents shall have control over the conduct of Licensee or Licensee's employees, except as herein set forth Licensee shall supply all necessary tools and instrumentalities required to perform the Testing I ca diin Agrectnents Brixton.SCS Lngincers.i teense \gnnnt.dox,3 Assigned personnel employed by Licensee are for Its account only, and in no event shall Licensee or personnel retained by it be deemed to have been employed by Licensor or engaged by Licensor for the account of, or on behalf of Licensor Licensee shall have no authority, express or Implied, to act on behalf of Licensor In any capacity whatsoever as an agent, nor shall Licensee have any authority, express or Implied, to bind Licensor to any obligation 10 Assip-riment, 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 11 Written Asreement as Entire Understandmy of Parties The making, 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 12 Attornevs' Fees and Costs In the event any action is commenced 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 13 Counterparts 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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above LICENSOR LICENSEE CITY OF REDLANDS BRIXTON REDLANDS, LLC By Paul W Foster, Mayor By Travis King, CEO ATTEST SCS INEERS J ne Donaldson, City Clerk By uke ontague 4 P ca'%djmVkgre=ents Brixton.SCS Engineers.Liceme Agrmnt.doc