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HomeMy WebLinkAboutContracts & Agreements_155-2018 LICENSE AGREEMENT This license agreement ("Agreement") is made and entered into this 4th day of September, 2018 ("Effective Date") by and between the City of Redlands, a municipal corporation ("Licensor"), and Property One, 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 WHEREAS, Licensor is the owner of certain real property located in the City of Redlands that is more particularly described as county of San Bernardino Assessor Parcel Nos 0169-281-19-0000 and 0169-281-23-0000 (the"Property"), and WHEREAS, Licensee desires to enter upon the Property, from time to time, to conduct due diligence soils testing by way of drill borings (the"Testing"), and WHEREAS, 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 Section 1. Grant of License Licensor hereby grants to Licensee, and its employees and agents, a revocable license to enter upon and use the Property, as the case may be and subject to all of the terms and conditions hereof, for the 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 Section 2 Notice of Entry Licensee shall provide five (5) business days prior written notice to Licensor of the dates on which Licensee desires to enter upon the Property Section 3. 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 Licensee's undertaking of the 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 perform the 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 of the Testing Section 4 Other Access Considerations• A Licensee is hereby licensed to conduct the Testing between the hours of 7 00 A M and 600PM 1 i 1caldjmlAgreements\So1 Testmglicense Agreement SSV 1 8 13 1 8-due B 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 Specifically, Licensee agrees to backfill all borings that will be performed Licensor has not specified any additional requirements as of the Effective Date of this Agreement Section 5. 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 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 Licensee may not look to Licensor for any claim of damages, restitution or other relief in connection with such entry or the Testing Section 6 Commencement- Termination This Agreement shall commence upon its Effective Date and shall terminate on October 26, 2018, or as sooner terminated by either Party upon ten (10) days prior written notice to the other Party, or as otherwise provided for herein Section 7. 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 (1) on the date of delivery in person, (n) 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 Brian Desatnik, Director Donald J Berry Jr, Manager Development Services Department Property One, LLC 35 Cajon Street, Ste 20 P O Box 7538 PO Box 3005 (mailing) Redlands CA 92375 Redlands, CA 92373 Section 8. 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 Section 9. insurance. The insurance required by this Agreement shall be maintained by Licensee and its subcontractors throughout the term of this License Neither Licensee nor its subcontractors shall perform any work on the Property unless and until the required insurance listed below is obtained by them Licensee shall provide City with certificates of insurance and endorsements evidencing such insurance prior to Licensee's or its subcontractors' entry onto the 2 11ca\djmlAgreements\Soil TestmglicenseAgreement SSV1 8 13 18.doc Property Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A 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 execute and provide City with Exhibit "A" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Testing B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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 C 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 Consultant owned vehicles used in connection with Licensee's performance of the Testing, 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 Section 10 Independent Contractor Status Licensee is for all purposes under this Agreement an independent contractor and shall perform, or cause its subcontractor, LOR Geotechnical to 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 or agents, except as herein set forth Licensee and/or its subcontractor, LOR Geotechnical, shall supply all necessary tools and instrumentalities required to perform the Testing 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 Section_ 11. 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 Notwithstanding the above, Licensor acknowledges that Licensee shall engage the use of a subcontractor, LOR Geotechnical to perform the soil testing 3 1 kaldjmlAgreementAlSoai Testing.License Agreement SSV 1 8 13 18.doc Section 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 written instrument signed by the Parties Section 13. Attorneys' 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 Section 14 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 PROPERTY ONE, LLC a California limited liability company BY ITS MANAGER- JUDSON & BROWN, LLC, a Nevada limited liability company By Paul W Foster, Mayor By. Donald J. B r., Ma ager ATTEST ne Donaldson, City Clerk 4 I-1ca14jm\AgreementslSoi1 Testinglicense Agreement SSV 18 13 18.doe CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL. CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy,or validity of that document State of California ) County of San Bernardino } On August 31, 2018 before me, Veronica Burgess, Notary Public Date Here Insert Name and Title of the Officer personally appeared Donald J Berry, Jr Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person..*whose name(o Ware- subscribed to the within instrument and acknowledged to me that he/shS/tpe executed the same in hls�xr/thetfauthorized capacity(ie*,and that by his/]•ter/tWr signatures}on the instrument the persor(g), or the entity upon behalf of which the person(p)-acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct VERONICA BURGESSWITNESS my hand and official seal Notary Public California s -"a San Bernardino County n Commission #2171206 Si g naturZAA - My Comm Expires Nov i5 202D IP Signa-turerlof Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Nam ❑Corporate Officer — Title(s) ❑Cor e Officer — Title(s) ❑ Partner — ❑ Limited ❑General rtner — ❑Limited ❑General ❑ Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Consery ❑Trustee ❑Guardian or Conservator ❑Other ❑ Other Signer Is Representing Signer Is Representing ©2014 National otary Association •uvww Nati I Nota rg • 1-800-US NOTARY(1-800-876 6827) Item 45907 EXHIBIT "Air 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 §18 61). 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 PROPERTY ONE, LLC a California limited liability company BY ITS MANAGER JUDSON & BROWN, LLC, a Nevada limited liability company By Date Donald 3 Be r , Manager 5 I 1caWjmlAgreementslSoi1 Testing.License Agreement SSV 1 8 13 18.doc