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HomeMy WebLinkAboutContracts & Agreements_184-2017 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 5th day of September 2017 ("Effective Date")by and between the City of Redlands, a municipal corporation ("Licensor") and W Wood & Associates Development, Inc ("Licensee") Licensor and Licensee are sometimes individually referred to herein as a"Party" and, together, as the "Parties " RECITALS A San Bernardino County Flood Control District is the owner of certain real property located in the City of Redlands referenced in Exhibit"A" (the"Property) which is attached hereto and incorporated herein by reference B Licensor and San Bernardino County Flood Control District have a Common Use Agreement No 06-764 authorizing the Licensor's use of District property for the establishment of a multi-use trail within the City of Redlands C Licensee desires to enter upon the Property, from time to time, to construct a decomposed granite pedestrian trail (the"Trail") upon the property D Licensor desires to grant Licensee a non-exclusive license to enter upon the Property and install the Trail on the Property on the terins and conditions hereinafter set forth E Licensor acknowledges that Licensee's construction of the Trail, while permitted by Licensor to be undertaken on the Property by Licensee, is a privately funded project with no financial contribution by Licensor, and the determination of whether California Labor Code prevailing wage laws and other applicable California Labor Code provisions applicable to "public work" projects as defined by California Labor Code section 1720 et seq and will be made solely by Licensee in undertaking the construction of the Trail and Licensor shall have no responsibility, obligation or liability therefor " 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, the Property designated by Licensoi for the construction of the Tiail All activities of Licensee undertaken in connection with Licensee's construction of the Trail shall be performed in accordance with all applicable federal, state, regional, local laws and regulations including, but not limited to, State prevailing wage laws In addition, Licensee shall adhere to all mitigation measures established within the Mitigated Negative Declaration prepared for the prod ect which includes the Trail pursuant to California Environmental Quality Act A copy of such mitigation measures is attached hereto as Exhibit "B " Licensee acknowledges and agrees that Licensee shall be financially obligated and responsible for all costs associated in connection with its construction of the Trail 1 11Tabitha\Agreeimnts\Woody Wood\License Agreement with Woody Wood(2)(3)docx 2 Scone or Work Licensee shall furnish all materials and will shall construct the trail as prescribed in the plans approved by the San Bernardino County Flood Control District under Permit No P-32016025 for Zanja Trail and Greenway Park Phase I 3 Notice of Entry Licensee shall provide prior notice to Licensor of the dates on which Licensee desires to enter upon the Property 4 Possession and Condition of Pronertv Not Warranted Licensor does not warrant or represent that the Property is suitable for Licensee's entry upon the Property or Licensee's construction of the Trail, 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 construct the Trail 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 City Responsibility Licensor shall place on file, and make available to the public for inspection, a copy of the approved plans for construction of the Trail with the Redlands City CIerk's Office located at 35 Capon Street, Suite 2, Redlands, CA Licensor shall, during the term of this License, conduct inspections on work being conducting for the construction of the Trail by Licensee in accordance with the approved plans 6 Ownership of Trail Upon Licensee's completion, and Licensor's acceptance of, the Trail, Licensor shall be the lead agency responsible for the Trail and shall be solely responsible for the maintenance and repair of the Trail at Licensor's sole cost, and as established by the Common Use Agreement No 06-764 between Licensor and San Bernardino County Flood Control District 7 Commencement Termination This Agreement shall commence upon its Effective Date and shall terminate upon completion of the construction of the trail or continue until terminated by either Party upon sixty (60) days prior written notice to the other Party, or as otherwise provided for herein 8 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 email, with return receipt requested, (in) 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 W Wood &Associates Development, Inc Quality of Life Department Woody Wood, CEO 35 Cajon Street, Ste 222 PO Box 3612 PO Box 3005 (mailing) San Bernardino, CA 92413 Redlands, CA 92373 2 1 ITabithMAgreeinentMoody Wood\License Agreement with Woody Wood(2)(3).docx 9 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 construction of the Trail 10 Insurance Insurance required by this Agreement shall be maintained by Licensee throughout the term of this License Licensee shall not perfonm 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 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 "B," 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 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) 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 provided for construction of the trail, 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 11 Public Work/Prevailing Wage In performing the work associated with the construction of the Trail, 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 Trail 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 further acknowledges that Licensor is not an awarding authority for any contract entered into by Licensee for the work associated with the Trail, nor is Licensor otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781 Licensee shall defend, indemnify and hold harmless Licensor and its elected officials, officers and employees from and 3 1\TahtthMgreements\Woody Wood\Ltcense Agreement with Woody Wood(2)(3).docx 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 construction of the trail This Section 11 shall survive any termination of this License 12 Independent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perfonm the services for construction of the trail 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 perfonm the services for construction of the trail 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 13 Assim-hent, 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 14 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 of understandings,written or oral, in effect between the Parties, relating to the grant of this revocable license This Agreement maybe amended or modified only by a written instrument signed by the Parties 15 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 16 Countervarts 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 4 1\Tab itha\Agreements\Woody Wood\License Agreement with Woody Wood(2)(3).docx IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above LICENSOR LICENSEE CITY OF REDLANDS W WOOD &ASSOCIATES DEVELOPMENT, INC - � � By Paul W Foster, Mayor AByWoody o , CEO ATTEST q�Wine Donaldson, City Clerk S 1-\TabithalAgreements\Woody Wood\License Agreement with Woody Wood(2)(3).docx Extiam "A" S1lYAX NYS. ORANGEM TRAIL� a [Ex!STINGtsnuc) d IAHJA FRAIL 11; 'The PARK.PHASE 1 tC-'et" 3 ZANJA TRAIL, PHASE I — PROPOSED IMPROVEMENTS i YIIITIII YCIn1Y6} =1.2....1M6 { 0 CONCEPTUAL SITE PLAN ZAN,JA TRAIL&GREENWAY PARK, REDLANDS. CA P"--t Number 14-406 August 17 2017 6 1 1Tabitha\Agreements\Woody Wood\License Agreement with Woody Wood(2)(3).docx l t 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) 1 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 anytime,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 penury under the laws of the State of California that the information and representations made in this certificate are true and correct W Wood & Associates Development, Inc Date - � — By Woody Wood 7 1\Tab ithalAgreements\Woody WoodlLicense Agreement with Woody Wood(2)(3).docx