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HomeMy WebLinkAboutContracts & Agreements_165-2018 LICENSE AGREEMENT FOR TEMPORARY ENTRY AND CONSTRUCTION This license agreement for temporary entry and construction ("License Agreement") is entered into this 4E11 day of September, 2018, by and between Redlands Food Hall, LP, a California limited partnership ("Licensee") and the Successor Agency to the former Redevelopment Agency of the City of Redlands ("Agency") Licensee and Agency are sometimes individually referred to herein as a "Party"and, together, as the "Parties " RECITALS A Agency and Licensee have entered into a Purchase and Sale Agreement dated December 6, 2016 (the "PSA"), pursuant to which Agency has agreed to sell to Licensee certain real property located at 330 North Third Street in the city of Redlands (the "Property") in connection with Licensee's proposal to rehabilitate and restore the structure located thereon B Licensee desires to enter upon the Property in order to undertake certain pre-acquisition work thereon as set forth in more detail below, and Agency has agreed to allow Licensee access to the Property foi such purpose, subject to all the terms and conditions set forth herein below NOW, therefore, in consideration of the mutual promises contained herein, Agency and Licensee agree as follows 1 Consideration for Right of Entry In consideration of Licensee's payment of One Hundred Dollars ($100 00) to Agency, and subject to Licensee's satisfaction of all terms and conditions herein contained, Agency hereby grants Licensee, and its employees, consultants, contractors, subcontractors, and agents, a nonexclusive License to enter upon the Property foi the purpose of performing of causing to be performed the following work (the "Pre-acquisition Work") and for no othei purposes without the prior written approval of the Agency A The removal of trash and debris from the interior of the Property to facilitate the purpose of this License Agreement, and B The removal or demolition of interior, non-load bearing, non-historic walls, as illustrated in Exhibit"A,"which is attached hereto and incorporated herein by this reference 2 Acknowledgment of License and Disclaimei of Any Tenancy. A Licensee is not a tenant or lessee of Agency and holds no rights of tenancy or leasehold in relation to the Property B In consideration of Agency's grant of this license, Licensee specifically and expressly waives, releases, and relinquishes any and all rights to assert any claim of right, privilege or interest in the Property othei than the rights expressly granted by this license C The consideration paid by Licensee pursuant to Section 1 of this License Agreement is consistent with the value of the rights comprising the license privilege, the 1 i'Iea\djinlAgreements\License Agreement for Temporary Entry and Construction doc consideration is not consistent with the highei market value for a greater right, privilege oi interest (such as a lease) in the Property D Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Agency would not entei into this License 3 Licensee's Agreement By execution of this License Agreement, Licensee agrees foi itself and on behalf of its employees, agents, consultants, and contractors, and any other person acting through oi on behalf of Licensee pursuant to this License Agreement, as follows A That Licensee will not suffer or permit any dangerous condition to be created, exist or continue on the Property B That all acts and things done by Licensee on the Property will be done in a careful and reasonable manner, in accordance with all federal, state and local laws C That Licensee shall enter the Property entirely at its own cost, risk and expense subject to whatever hazards or conditions may exist on the Property D That Licensee shall not permit or suffer any mechanics', materialmen's or other liens of any kind or nature ("Liens") to be filed of enforced against the Property Licensee shall indemnify, defend and hold harmless Agency from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any Liens Agency reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Property, oi any portion thereof, any notices of non-responsibility oi other notice as may be desirable to protect Agency against liability In addition to, and not as a limitation of Agency's other rights and remedies undei this License Agreement, should Licensee fail, within ten (10) days of written request from Agency, either to discharge any Lien or to bond for any Lien, oi to defend, indemnify, and hold harmless Agency from and against any loss, damage, injury, liability oi claim arising out of a Lien, then Agency, at its option, may elect to pay such Lien, oi settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Agency by Licensee upon written demand E That any work performed upon the Property shall become the property of Agency, and Licensee shall not have any interest in the Property or be entitled to any reimbursement or repayment foi any work performed upon the Property pursuant to this License Agreement F Licensee shall take all necessary precautions to prevent the import and/oi release into the environment of any hazardous materials which are imported to, in, on or undei the Property during the performance of the Pre-acquisition work If hazardous materials are imported onto the Property as a result of the performance of the Pre-acquisition work, Licensee shall be solely responsible for removing such imported hazardous materials in conformance with all governmental requirements Licensee shall report to Agency, as soon as possible after each incident, any hazardous materials discovered on the Property 2 i 1ca\djm\Agreements\Ltcense Agreement foi Temporary Entry and Constraction.doc 4 Termination This License Agreement shall automatically terminate,without need foi further action by either Party, one hundred twenty (120) days from the date of this License Agreement, unless otherwise extended by mutual written agreement of Licensee and Agency's Executive Director 5 Condition of Property upon Termination of PSA Prior to Conveyance If the PSA and this License Agreement are terminated prior to conveyance of the Property to Licensee, Licensee shall leave the Property in the condition it exists as of the date of termination, and shall remove all construction equipment and materials from the Property on or before ten (10) days following the effective date of such termination In vacating the Property and removing construction equipment and materials, Licensee shall comply with all applicable laws and the provisions of this License Agreement 6 Indemnification and Hold Harmless Licensee shall indemnify, defend and hold harmless Agency, and its appointed officials, officers, employees, contractors, subcontractors, agents, and volunteers ("Indemnitees") from any and all claims, suits oi actions of every name, kind and description, brought forth, including any claims on account of injuries to or the death of any person or damage to property arising from or connected with the acts of Licensee or its consultants, contractors, subcontractors and agents and any othei person acting through oi on behalf of Licensee pursuant to this License Agreement, including without limitation the willful misconduct, negligent acts, errors oi omissions, ultra-hazardous activities, activities giving rise to strict liability, oi defects in design by Licensee or Licensee's consultants, contractors, subcontractors, agents and any other person directly or indirectly employed by oi acting as agent for Licensee in the performance of the Pre-acquisition work, except that such indemnity shall not apply to the extent such matters are caused by the gross negligence oi willful misconduct of Agency, its appointed officials, officers, agents, employees or volunteers It is understood that the duty of Licensee to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code Acceptance of insurance certificates and endorsements required undei this License Agreement does not relieve Licensee from liability under this indemnification and hold harmless clause This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages 7 Insurance The insurance required by this License 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 Agency with certificates of insurance and endorsements evidencing such insurance prioi to Licensee's or its subcontractors' 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 Agency A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carnet acceptable to Agency, or certification to Agency that Licensee is self-insured or exempt from the workers' compensation laws of the State of California Licensee shall execute and provide Agency with Exhibit "B," entitled "Workers' Compensation Insurance 3 11ca\djm\Agreements\License Agreement I'm Temporary Entry and Construction.doc Certification," which is attached hereto and incorporated herein by this reference prior to Licensee's entry onto the Property B Comprehensive General Liability insurance with carriers acceptable to Agency 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 Agency shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance of self- insurance maintained by Agency 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 of Licensee's, and its subcontractors', owned vehicles used in connection with Licensee's performance of the Pre-acquisition Woik, hired and non-owned vehicles, and employee non- ownership vehicles Agency shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by Agency 8 Recording Neither Agency nor Licensee shall record this License Agreement 9 Attorneys' Fees and Costs If any action or proceeding arising out of, or relating to, this License Agreement is commenced by either Party, the prevailing Party shall be entitled to receive from the other Party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing Party, including fees for a Party's use of in-house counsel 10 Notices All notices required or permitted under the terms of this License Agreement shall be in writing and sent to To Agency City of Redlands P O Box 3005 Redlands, California 92373 Attention City Clerk Telephone (909) 798-7531 Email jdonaldson@cityofredlands org To Licensee REDLANDS FOOD HALL, LP Attention Arteco Management LLC, Gerald V Tessier 281 S Thomas St, Ste 504 Pomona, CA 91766 Telephone (909) 629-5359 Email Jtessier@artecopartners corn 11 Time is of the Essence, Entire Agreement Time is of the essence of the terms and provisions of this License Agreement This License Agreement constitutes the entire agreement 4 I Ica\djm\Agrcements1Lieense Agreement for Temporary Entry and Constniction.doe between Licensee and Agency with respect to the matters contained herein, and no alteration, amendment or any part thereof shall be affective unless in writing signed by Parties sought to be charged oi bound thereby 12 Assignment This License Agreement is personal to Licensee and shall not be assigned in any mannei without the prior written consent of Agency Any assignment or attempted assignment without such written consent may, in the discretion of Agency, result in the immediate termination of this License Agreement 13 Remedies Eithei Party shall, in addition to all other rights provided herein oi as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this License Agreement All rights and remedies under this License Agreement are cumulative and no one of them shall be exclusive of any other, and each Party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether oi not stated in this License Agreement, except to the extent expressly provided to the contrary in this License Agreement IN WITNESS WHEREOF, the Parties have entered into this License Agreement as of its Effective Date "LICENSEE" REDLANDS FOOD HALL, LP, a California limited liability partnership By Arteco Management LLC Its General Partners By Gerald V Tessier Its Manager "AGENCY" THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a public agency Byal ATTEST Paul W Foster, Chairman By eanne Donaldson, Secretary 5 I Ica\djm\Agreements\License Agreement for Temporary Entry and Construction.do. EXHIBIT "A" 1-tj s-i_ ( lit Zi-1f it 11111 — ina- — ncc°-- \, — — 1 1-. I I _ _ } i - - I I 1 1 - ICI F�]7]]R ir}IFr.P I I f:IY�T�51 IViTL I 1 L)i1771 I I lid LIi___.t i_�I I 1 ~I [I . 1 4-1 ill I ' 7 i ~ ICI —1L T T r 2;.r II III tl IL'>-- 1 .— I'.l co* ) r�T_ _ ) i i r ! i . _.... I it, r_as— , . t 1 IY Jan i r lrt szv: lil lli Ili: ! 1 C I .- 1 1"35•G+7.1 1I — I I I ,4� ' __; �1 lL 1 _ L- �� I f � 1• 4I'1."I• 'ih1 Oel'A0 J15iT1fL'JIs 0.110 T -?I0n: c E I_ L• 6 I\ca\djm\Agreements\License Agreement rot Temporary Entry and Constntction.doL. 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 oi 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 V I am aware of the provisions of Section 3700 of the Laboi 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 (Laboi Code §1861) I affirm that at all times, in performing the work and activities required oi 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 tune, 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, oi 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 Redlands Food Hall Date e/3 k By ��--- Gerald Tessier 7 C 1caldjmlAgreentents\License Agreement lot Temporary Entry and Construetton.doc