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HomeMy WebLinkAboutContracts & Agreements_157-2017 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 18th day of July, 2017 ("Effective Date") by and between the City of Redlands, a municipal corporation("Licensor"),Redlands Pioneet,LLC("Licensee") and Larry Jacinto Farming, Inc ("Assignee") Licensol, Licensee, and Assignee, are sometimes individually referred to herein as a"Party" and, togethei, 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 irrigation, planting, and installation of a decorative wall ("Planting") identified as County of San Bernardino Assessoi's parcel no 0168-031-22 C Licensee further desires to assign this Agreement to Assignee, and obtain Licensor's written consent to the same D Licensoi desires to grant Licensee a non-exclusive license to enter upon the Property and conduct planting on the Property on the terms and conditions hereinafter set forth, and approve Licensee's assignment of this Agreement to Assignee 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 Licensoi for Planting All activities of Licensee undertaken in connection with Licensee's Planting 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 Planting 2 Notice of Entry Licensee shall provide prior notice to Licensor of the dates on which Licensee desires to enter upon the Property 3 Other Access Consideration a Licensee,or its assignees that actually perforin the Planting, shall obtain a City of Redlands business license prior to conducting Planting b Licensee shall provide Licensor with a minimum of forty-eight (48) hours' notice prior to Planting on Property c The Property shall be returned to Licensor in a satisfactory condition which shall mean the same condition as prior to Planting 1 I Nca\dpulAgreements\Redlands Pioneer,LLC License Agreemenl.docx 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 of Licensee's Planting, 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 Planting 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 construction 5 Commencement, Termination This Agreement shall commence upon its Effective Date and shall terminate on 17th day of July, 2018, unless earlier terminated by any Party upon ten (I0) days prior written notice to the other Parties, 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 wilting 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 property 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 Redlands Pioneer, LLC City of Redlands Attn Matthew Jordon Quality of Life Department 10621 Civic Center Drive 35 Capon Street, Ste 222 Rancho Cucamonga, CA 91730 PO Box 3005 (marling) Redlands, CA 92373 Assianee Larry Jacinto Jacinto Larry Farming Inc PO Box 275 Mentone, CA 92359 7 Indemnification of Licensor Licensee shall defend, indemnify and hold Licensot free and harmless from and against all liability, loss, damage, costs or expenses (including attorneys' fees and court costs) arising from of as the result of the death of any person of any personal injury, accident, claim, loss or damage whatsoever caused to any person or to the property of any person, of any responsibility or liability resulting from of in any way connected with Licensee's entry onto the Property and/oi Planting 8 Insurance Insurance required by this section 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 2 1 Icaldjm\Agrecmcnts\Redlands Pioneer,LLC License Agreement,doex Licensee shall provide Licensor with certificates of insurance and endorsements evidencing such insurance piror to Licensee's entry onto the Property Insurance policies shall include a provision prohibiting cancellation of modification of the policy except upon thirty (30) days prior written notice to Licensor A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to Licensor, or certification to Licensor that Licensee is self.-insured of exempt from the workers' compensation laws of the State of California Licensee shall provide Licensor with Exhibit `B," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference B Licensee shall secure and maintain comprehensive general liability insurance with carriers acceptable to Licensor 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 Licensor shall be named as an additional insured and such insurance shall be primary and non- contributing to any insurance or self-insurance maintained by Licensor C 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 9 Indenendent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither Licensor 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 Licensor or engaged by Licensor for the account of, of 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 of implied,to bind Licensor to any obligation 10 Public Work/Prevailim4 Waae In performing the work associated with the Planting, Licensee shall comply with all applicable federal, state and local laws, including but not limited to any applicable provisions of the California Labor Code Licensor makes no representation to Licensee as to whether the work associated with the Planting constitutes a"Public Work" as that term is defined by California Labor Code section 1720, and Licensee acknowledges and agrees that Licensee shall be solely responsible and liable for the determination of whether such work constitutes a"Public Work " Licensee furthei acknowledges that Licensor is not an awarding authority for any contract entered into by Licensee for the work associated with the Planting, nor is Licensor otherwise undertaking any"Public Work" for purposes of California Labor 3 11ca1djm\Agreemen1s\Red1ands Pioneer LLC License Agreement.doex Code section 1781 Licensee shall defend, indemnify and hold harmless Licensor and its elected officials, officers and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that Licensor or Licensee has failed to comply with any applicable provision of the California Labor Code in connection with Licensee's undertaking of work associated with the Planting This Section 10 shall survive any termination of this Agreement 11 Assignment, Sub-Licenses The license granted by this Agreement is personal to Licensee Licensee, however, requests Licensor grant its consent for Licensee to assign this Agreement to Jacinto Farming Inc Licensor hereby consents to such assignment, provided, however, that no such assignment shall relieve Licensee from its obligations undei this Agreement, and that neither Licensee nor Assignee shall 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 Licensol,result in the immediate termination of this Agreement 12 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 wiitten instrument signed by the Parties 13 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 14 Counterparts This Agieement may be signed in counterpart or duplicate copies,and any signed counterpart or duplicate copy shall be equivalentto a signed original for all purposes IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written above 4 1 1ca\dim\Agreements\Red1ands Pioneer LLC License Agreement.doex LICENSOR LICENSEE CITY OF REDLANDS REDLANDS PIONEER, LLCM a �Ia�uaXe pct Ga Div l?h4i C 01mu4u6i&) ud, ' cramp , Tic 01"eR By Paul W Foster, ayor By Ma ew Jor an ATTEST ASSIGNEE LARRY JACINTO FA INC Je Donaldson, City Cleric B rry aclnt 5 I-ka1djmlAgreementsaedlands Pioneer LLC License Agreement.docx EXHIBIT "A" Citrus Grove Planting Site '. L f: . . VI UU& ►i �` r i.�+i.' i . N ' �',� ""'SFr'• �J! w- )-fIE 6 11caAmlAgreements\Redlands Pioneer LLC License Agreement.docx EXHIBIT "B" 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) I affirm that at all times, in performing the work and activities required or permitted under this 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 I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct Company Date Bi1.� r i ame / 7 1 ,caldjrii,Agreeinents�Redlands Pioneer LLC i icense Aereement.doex