HomeMy WebLinkAboutContracts & Agreements_153-2020BR Frost Waiver FY20 0006
WAIVER, RELEASE AND INDEMNITY AGREEMENT
For and in consideration of the City of Redlands ("City") providing access to its property
located at 1950 Nevada Street (the "Property") to B R Frost Company ("BR Frost") for BR Frost's
removal of approximately forty thousand (40,000) gallons of mixed liquid suspended solids
("MLSS") from the Property, the undersigned hereby voluntarily offers to pay to City the sum of
two thousand dollars ($2,000), and voluntarily releases, discharges, waives, and relinquishes any and
all actions or causes of action foi claims, losses, damages, and liability, including but not limited to,
personal injury, property damage, or wrongful death occurring to it, or its personnel, arising as a
result of BR Frost's entry onto the Property for the removal of the MLSS and BR Frost's, or others,
subsequent use thereof and any activities incidental thereto, wherever or however the same may
occur Further, the undersigned does, for BR Frost, and its officers, employees, successors and
assigns, hereby release, waive, discharge, and relinquish any action or causes of action, which it may
have, or which may hereafter arise for BR Frost, and agrees that under no circumstances will BR
Frost prosecute or present any claim for and claim, loss, damage, or liability, including but not
limited to, personal injury, property damage, or wrongful death, against City or any of its elected or
appointed officials, officers, agents, or employees (collectively, the "Released Parties") for any of
said causes of action, whether the same shall arise by the passive or active negligence of the Released
Parties, or otherwise
IT IS THE INTENTION OF THE UNDERSIGNED BY THIS INSTRUMENT TO
ASSUME ALL RISKS ATTENDANT WITH BR FROST'S REMOVAL AND
SUBSEQUENT USE BY IT, AND OTHERS, OF THE MLSS, AND TO EXEMPT
AND RELIEVE THE RELEASED PARTIES FROM ANY AND ALL LIABILITY
FOR CLAIMS, LOSSES, DAMAGES, AND LIABILITY, INCLUDING BUT NOT
LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, AND WRONGFUL
DEATH CAUSED 13Y BR FROST
The undersigned further agrees that in the event any claim for losses, damages, or liability,
including but not limited to, personal injury, property damage, or wrongful death, shall be prosecuted
against any of the Released Parties by any other person or entity as a result of BR Frost's removal
and subsequent use by it, or others, of the MLSS, 13R Frost shall defend, indemnify, and hold
harmless the Released Parties from any and all claims and causes of action by whomever or wherevei
made or presented for losses, damages, liability, personal injuries, property damage, or wrongful
death In this respect, BR Frost expressly waives the benefits and provisions of Section 1542 of the
Civil Code of the State of California, which provides as follows
"A general release does not extend to claims which the creditor does not know or
expect to exist in his or hei favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the debtor "
BR Frost shall pay City the aforementioned sum of two thousand dollars ($2000) concurrent
with BR Frost' s execution of this Waiver, Release and Indemnity Agreement The undersigned Vice
President and General Counsel of BR Frost represents that he has the legal authority to represent BR
Frost, and to execute and bind BR Frost to the terms and conditions of this Waiver, Release, and
Indemnity Agreement
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BR Frost Waiver FY20 0006
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 mail, with return receipt requested,
(iii) on the actual delivery date if deposited with an overnight courier, of (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 proper ly 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
CITY
Jeanne Donaldson
City Clerk
35 Cajon Street, Suite 4
Redlands, CA 92373
Telephone (909)798-7531
Email Jdonaldson@cityofredlands org
B R FROST COMPANY
Craig S Frost
Vice President & General Counsel
5172 Sisson Drive
Huntington Beach, CA 92646
Telephone (949) 278-6196
Email c-frost@cox net
This Waiver, Release, and Indemnity Agreement contains the entire understanding between
City and BR Frost with respect to the subject matter herein There are no representations,
agreements, or understandings (whether oral or written) between or among the City and BR Frost
relating to the subject matter of this agreement which are not fully expressed herein In witness
whereof, and in order to bind themselves legally to the terms and conditions of this agreement, the
duly authorized representatives of City and BR Frost have executed this agreement as of its Effective
Date
This Agreement shall be governed and construed by and in accordance with the laws of the
State of California, without reference to its conflicts oflaw principles If suit is brought by a party to
this agreement, City and BR Frost agree that trial of such action shall be vested exclusively in the
state courts of San Bernardino County, California or in the United States District Court for the
Central District of California
In the event any action is commenced to enforce 01 interpret any of the terms or provisions of
this Agreement, the prevailing party in such action shall be entitled to recover, in addition to any
costs and other relief, its reasonable attorneys' fees, including fees for the use of in-house counsel by
a party
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Dated July 8, 2020 ("Effective Date")
CITY OF REDLANDS
By
Charles M Duggan,
City Manager Vice President & General Counsel
BR Frost Waiver FY20 0006
B R. FROST COMPANY
By
Craig S F ost,
ATTEST
By
J
ne Donaldson, City Clerk
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