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HomeMy WebLinkAboutContracts & Agreements_142-2017 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 5th day of July, 2017 ("Effective Date") by and between the City of Redlands, a municipal corporation("Licensor")and Newland Homes LLC,a California limited liability company ("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 citrus grove located on certain real property located in the City of Redlands (the"Property") B Licensee desires to enter upon the Property, from time to time, to conduct due diligence surveying and biologic testing ("Testing") on Assessor Parcel Nos 0168- 161-07 and 0$ C Licensor desires to grant Licensee a non-exclusive license to enter upon the Property and conduct 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 AGREEMENT 1 Grant of License Licensor hereby grants to Licensee, and its employees and agents, a revocable non-exclusive 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 foi Testing 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 Entry Licensee shall provide prior three(3)business days written notice to Licensor of the dates on which Licensee desires to enter upon the Property 3 Other Access Consideration a Licensee, or its agents that actually perform the Testing, shall obtain a City of Redlands business license prior to conducting Testing b The Property shall be returned to Licensor in a satisfactory condition, which shall mean the same condition as prior to Testing 4 Possession and Condition of Property Not Warranted Licensor does not warrant or represent that the Property is suitable for Licensee's entry upon the Property or 1 I lcaldjrn\Agreements\Newland Holmes License Agreement rmal.doex 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 of other relief in connection with such entry of construction 5 Commencement, Termination This Agreement shall commence upon its Effective Date and shall continue until August 20,2017,or until terminated by either Party upon ten (10) days prior written notice to the other Party, 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, (h) 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 of 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 Newland Homes LLC Quality of Life Department Attn Rob Meserve 35 Capon Street, Ste 222 3121 Michelson Drive, Suite 110 PO Box 3005 (mailing) Irvine, CA 92612 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/oi 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 pr for written notice to City Workers' Compensation and Employer's 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' 2 1 1ca\dimlAgreements\New1and Holmes License Agreement rmal.docx 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 liability, 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) pet 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 Independent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its 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 Services 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 City or engaged by City for the account of, or on behalf of City Licensee shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent, nor shall Licensee have any authority, express or implied, to bind City to any obligation 9 Assignment Sub-Licenses The license granted by this Agreement is personal to Licensee Licensor grants consent to Licensee to assign this license to OnPoint Surveying and Hernandez Environmental for Testing Licensee shall not have the right to assign its rights to any other entities 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 10 Written Agreement as Entire Understanding 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 I I 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 3 1 Icaldjm\AgreementslNewiand Holmes License Agreement Cinal.docx 12 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 NEWLAND HOMES LLC aul W Foster, Mayor By.� ert Meserve, Manager ATTEST ' All� J e Donaldson, City Clerk 4 i•lealdjmlAgreements\Newland Holmes Lteense Agreement Final.doex EXHIBIT "A" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers,which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) Kaffirm that at all times, in performing the work and activities required or permitted under Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-msure, or a certification of workers' compensation insurance I certify under penalty of penury under the laws of the State of California that the information and representations made in this certificate are true and correct Company Date els 2-0/ By � 3 R Meserve, ager 5 i IcaldjmlAgreementMewland Holmes License Agreement Final.docx