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HomeMy WebLinkAboutContracts & Agreements_77-2005_CCv0001.pdf AGREEMENT/LICENSE FOR ENTRY UPON LAND AND RELEASE FOR USE OF PROPERTY AS A TRAINING SITE This Agreement is made and entered into this 3rd day of May 2005, by and between the City of Redlands, a municipal corporation ("City"), and Citrus Packing, Ll,,,C ("Owner"), who together are sometimes referred to herein as the"Parties," RECITALS A. Owner is the fee owner of certain real property located in the City of Redlands which is located at the northeast corner of San Bernardino Avenue and Texas Street, Redlands, California(APNs 0167-101-02, 04) (the"Property"). B. City desires to conduct Fire Department Non-Burn Training on the Property, NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City' of Redlands and Citrus Packing, LLC agree as follows: AGREEMENT I. License. Owner grants to City, its employees and agents a license to enter upon the Property to conduct Fire Department Non-Burn Training, as described in the Fire Attachment (­Fxhibit 'A"') her to. City shall provide ten 00) days prior notice to Owner as to the specific dates its Fire Depanment desires to conduct the Non-Burn TrainItIL. 2. Term. The term of this A.-reentent shall cornmence on May 1. 2005 and end on May i, 2006, 1 AuuthoLrizappri. City shall secure all authorizations and permits required to _ __ I conduct Fire Department Non-Burn Training and will comply with all applicable federal, state, regional and local laws, ordinances and regulations. 4. W.arranty. It is expressly understood and agreed that City enters the Property in its "as is" condition, and that Owner makes no representation, covenant, warranty or promise that the Property is fit for any particular use for which this Agreement was entered into, and City has not relied on any such representation, covenant, warranty or promise. 5. Fee. City shall not be required to pay any compensation, fee or money to Owner for this Agreement or to conduct Fire Department Non-Burn Training, L DjmoK,agree citrus Packing 11c 6. Assigginent. This Agreement is for the sole benefit of City and cannot be assigned or transferred. Any attempt to do so may cause this Agreement to be terminated at Owner's discretion. 7. Termination. This Agreement may be terminated, at anytime during the term, immediately at the sole option and discretion of Owner, and City agrees to peaceably surrender its License under this Agreement upon demand by Owner or its authorized representative. 8. Restrictions. A. City shall not engage in, or pen-nit any other person or entity to engage in, any activity on the Property that violates any federal, state or local law, rule or regulation pertaining to hazardous, toxic or infectious materials and/or waste ("Hazardous Materials"). City shall comply with all applicable federal, state, and local laws, rules and regulations pertaining to disclosure of Hazardous Materials. City shall comply with all applicable federal, state, or local laws, rules and regulations pertaining to the storage and/or discharge of Hazardous Materials. 9. Indemnity. A. City shall indemnify and hold harmless Owner, its successors and assigns, together with affiliates and their respective officers, directors, partners, managers, members, shareholders, trustees, employees, agents and those for whom it is by law responsible (collectively, the "Owner Indemnified Parties"), from and against any and all liabilities, damages, costs, expenses, causes of action, claims, suits, proceedings and judgments (collectively "Claims") which the Owner Indemnified Parties may incur or suffer or be put to by reason of or in connection with or arising from any breach, violation or non-performance by City of any obligation contained in this Agreement to be observed or performed by City, or any wrongful act or negligence of City or its agents or employees howsoever arising. City acknowledges and agrees that this indemnity shall survive any termination of this Agreement. B. Owner shall indemnify and bold harmless City, its successors and assigns, together with its elected officials, officers, employees, agents and those for whom it is by law responsible (collectively, the "City Indemnified Parties") from and against any and all Claims (other than consequential, incidental, indirect and punitive damages) which they may incur or suffer or be put to by reason of or in connection with or arising from any willful misconduct or grossly wrongful or negligent acts or omissions of Owner, its agents or employees which give rise to a Claim against City and, in such circumstances, owner shall defend the City Indemnified Parties from such Claim (in addition to providing its indemnity). Owner acknowledges and agrees that these indemnities shall survive any termination of this Agreement. 10. Release. Except as otherwise provided in this Agreement, it is the intention of the Parties hereto that the releases contained in this Agreement shall be effective as a bar to all unsuspected actions, causes of action, obligations, costs, expenses, DjtnOIC,agreecitrus packing lie 2 attorney's fees, damages, losses and claims that may arise from and after the date of this Agreement relating to the subject matter of this Agreement (including, without limitation, arising from the negligence of Owner or its employees or agents). In furtherance of this intention the Parties expressly waive any and all rights and benefits conferred upon them by the provisions of Section 1542 of the California Civil code, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of execution of the release, which if known by him must have materially affected his settlement with the debtor." The Parties hereby acknowledge that he foregoing waiver of the provisions of Section 1542 of the California Civil Code was bargained for separately. The Parties expressly agree that the release provisions herein contained shall be given full force and effect in accordance with each and all of their expressed terms and provisions, including but not limited to those terms and provisions relating to unknown or unsuspected claims, demands and causes of action herein above specified. The Parties assume the risk of the subsequent discovery or understanding of any matter, fact or law which if now known or understood would in any respect have affected this Agreement. 11. Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties and supersedes any and all prior oral or written agreements between the Parties relating to the subject matter hereof. No other agreement, statement, or promise made by the Parties or to any employee, officer or agent of the Parties shall be binding, except a subsequent amendment to this Agreement, in writing, executed by the Parties. 12. Insurance: City agrees to insure against those liabilities which may arise from its activities hereunder by way of self-insured retention and excess liability coverage as follows: A. Excess Liability Insurance with a Limit of not less than $2,000,000. Such insurance shall: (i) name Owner, its officers, agents and employees as additional insureds, but only for City's acts or omissions; (ii) be primary for all purposes and (iii) contain standard cross-liability provisions. B. Workers' Compensation with statutory limits, in accordance with. the laws of the State of California and Employer's Liability with limits of not less than $1,000,000.00. City shall require its insurer to waive all rights of subrogation against Owner, its officers, agents and employees, except for any liability resulting from the willful or gross negligent acts of Owner. City shall request City's insurance broker provide certificates of liability insurance to Owner, evidencing all appropriate limits of coverage. 13. Attornevs' Fees and Costs. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing party shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneys* DjmOK,,agree,citrus packing Ile fees, including fees for any in-house counsel of the Parties at rates prevailing in San Bernardino County. 14. Amendment. Any amendment to this Agreement shall be in writing and executed by the Parties. 15. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF REDLANDS 1 £� Su n Peppler, Mayo ATTEST: r Lo 'e Poyzer, Citi ,1 rk 4 CITRUS PACKING, LLC By: Title: President DjrnOK`agrec:cittus packing lie 4