HomeMy WebLinkAboutContracts & Agreements_50-2021LICENSE AGREEMENT
This license agreement ("Agreement") is made and entered into this 6th day of April, 2021
("Effective Date"), by and between the City of Redlands, a municipal corporation ("Licensor")
and JoAnn Albiso Construction Management, a general building contractor ("Licensee"). Licensor
and Licensee are sometimes individually referred to herein as a "Party" and, together, as the
"Parties."
RECITALS
WHEREAS, Licensor is the fee simple owner of certain real property located in the City
of Redlands commonly identified as county of San Bernardino Assessor's Parcel Nos. 0167-171-
01-0000 and 0167-891-26-0000 (the "Properties"), both of which are more particularly described
and shown on Exhibit' A," which is attached hereto and incorporated herein by this reference; and
WHEREAS, Licensee desires to enter upon the Properties, from time to time in accordance
with the provisions this Agreement, to resurface and apply mural paintings to the basketball courts
(the "Courts") located on the Properties, at no cost to Licensor; and
WHEREAS, Licensor desires to grant Licensee a non-exclusive, revocable license to enter
upon the Properties and resurface and apply mural paintings to the Courts on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for
such other good and valuable consideration, the receipt of which is hereby acknowledged,
Licensor and Licensee agree as follows:
Section 1. Recitals. The foregoing Recitals are true and correct and incorporated herein
by this reference.
Section 2. Grant of License. Licensor hereby grants to Licensee, and its employees
and agents, a non-exclusive, revocable license to enter upon and use, as the case may be, subject
to all of the terms and conditions hereof, the Properties for the resurfacing of, and application of
mural paintings to, the Courts. All activities of Licensee undertaken in connection with Licensee's
resurfacing of, and application of mural paintings to, the Courts shall be performed in accordance
with all applicable federal, state, and local laws. Licensee acknowledges and agrees that Licensee
shall be financially obligated and responsible for all costs associated in connection with its
resurfacing of and application of mural paintings to the Courts.
Section 3. Term. The term of this Agreement shall commence on its Effective Date
and end on March 2, 2023, unless earlier terminated as may be provided for herein.
Section 4. Plans and Specifications. Licensee shall resurface and apply mural paintings
to the Courts in accordance with industry standards by removing any loose existing coating with
pressure washing or sandblasting, depending on the state of the existing coating. Crack sealing,
with product pre -approved by City, shall also be performed prior to painting of the murals.
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Section 5. Compliance with California Labor Code. Licensee acknowledges that
Licensee's resurfacing of and application of murals to the Courts, while permitted by Licensor to
be undertaken on the Properties 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.) are applicable to Licensee's resurfacing
of and application of mural paintings to the Courts, and Licensee's compliance therewith, shall be
made solely by Licensee. Licensee expressly agrees Licensor shall have no responsibility,
obligation or liability therefor.
Section 6. Notice of Entry. Licensee shall provide at least one day's prior written
notice to Licensor of the dates on which Licensee desires to enter upon the Properties.
Section 7. Possession and Condition of PropertNot Warranted. Licensor does not
warrant or represent that the Properties are suitable for Licensee's entry upon or resurfacing of and
application of mural paintings to the Courts, or for any other purpose, and Licensee agrees to enter
and use, as the case may be, the Properties in their "as is" condition, and resurface and apply mural
paintings to the Courts at its own risk. Licensee shall not seek to hold Licensor for responsible or
liable for any claim of damages, restitution, or other relief by Licensee or any other entity or person
in connection with such entry or resurfacing and mural painting application.
Section 9. Ownership of Courts. Upon Licensee's completion and Licensor's written
acceptance of the work completed on the Courts, Licensor shall continue to be the owner of the
Courts and shall be solely responsible for the maintenance and repair of the Courts at Licensor's
sole cost.
Section 9. Termination. This Agreement may be terminated by Licensor, for any
reason and in its sole discretion, upon ten (10) days prior written notice to Licensee; provided,
however, in the event Licensor determines that the public health, safety, or welfare is jeopardized,
or that Licensee is in material breach of this Agreement, Licensor in its sole discretion may provide
written notice to Licensee to immediately suspend Licensee's performance of its obligations under
this Agreement, or terminate this Agreement.
Section 10. 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 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 or email, 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
Chris Boatman, Director
Facilities and Community Services Dept.
35 Cajon Street, Ste. 222
Licensee:
JoAnn Albiso
JoAnn Albiso Construction Managmenet.
1042 N. Mountain Avenue B369
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PO Box 3005 (mailing) Upland, CA 91786
Redlands, CA 92373 joamgt@gmail.com
cboatman@cityofredlands.org 909-486-4312
909-798-7655
Section 11. Indemnification of Licensor. Licensee, and any subcontractors or agents of
Licensee performing resurfacing and mural application work on the Courts for Licensee in
connection with this Agreement, 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
Properties, and/or resurfacing of and mural application to the Courts. Licensee shall be responsible
for ensuring its subcontractors' and agents', if any, compliance with the requirements of this
Section 11, This Section 11, and the obligations described herein, shall survive the expiration
and/or any earlier termination of the Agreement.
Section 12. Insurance. Insurance required by this Agreement shall be maintained by
Licensee throughout the term of this License. Licensee shall not perform 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 Properties. 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 provide City with Exhibit `B," titled "Workers' Compensation
Insurance Certification," which is attached hereto and incorporated herein by this reference.
B. 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.
C. 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, 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 13. Independent Contractor Status. Licensee is for all purposes under this
Agreement an independent contractor and shall perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Licensee or Licensee's
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employees, except as herein set forth. Licensee shall supply all necessary tools and
instrumentalities required to perform the Services. 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.
Section 14. Assi ngent. The license granted by this Agreement is personal to Licensee.
Licensee shall not assign its rights under this Agreement except upon the prior written consent of
Licensor, which may be granted or withheld in Licensor's sole discretion. Any assignment or
attempted assignment of 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.
Section 15. Entire Agreement/Amendment. 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 agreement and
understanding of the Parties, and there are no other agreements or understandings, written or oral,
in effect between the Parties relating to the grant of this license. This Agreement may be amended
or modified only by a written instrument signed by the Parties.
Section 16. Attorneys' Fees. In the event any action is commenced to enforce or
interpret the terms or provisions of this Agreement, the prevailing Party in any such action, in
addition to any costs and other relief granted, shall be entitled to recover its reasonable attorneys'
fees, including fees for use of in-house counsel by a Party.
Section 17. 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.
CITY NDS
By:
Paul T. Barich, Mayor
ATTEST:
By:
e Donaldson, City Clerk
JOANN ALBISO CONSTRUCTION
MANAGEMENT
By:
Jfnn Albiso, CEO
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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).
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 -inure, 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.
JoAnn Albiso Construction Management Date: Y . ,G- - .;Z /
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1 .. _n Albiso, CEO
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