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HomeMy WebLinkAboutContracts & Agreements_1A-06 RDA_CCv0001.pdf REAL PROPERTY LICENSE AGREEMENT THIS LICENSE AGREEMENT (the -License") is made and entered into effective December 22, 2006 by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a California Public Corporation, (hereinafter referred to as "LICENSOR") and, Howard P. Floyd (hereinafter referred to as "LICENSEE"). WITNESSETH: WHEREAS, LICENSOR and LICENSEE entered into that certain Agreement for Purchase and Sale and Escrow Instructions, dated September 5, 2006 (the with respect to the purchase and sale of that certain real property located in the City of Redlands, California commonly known as 330 North Third Street, identified as Assessor's Parcel Number ("APN") 0169-281-47 through 50 (the"Premises"); and WHEREAS, in furtherance of the intent of the Agreement, LICENSEE has requested LICENSOR to allow LICENSEE to remain in occupancy of the Premises as a tenant for up to a period of six(6)months after the Close of Escrow in order to provide LICENSEE additional time to remove LICENSEE'S personal property pursuant to the terms and conditions of this License; and WHEREAS, all of the terms defined in the Agreement shall have the same meaning when used in this License. NOW, THEREFORE, in consideration of the mutual undertakings herein, the parties agree as follows: 1. License. LICENSOR hereby agrees to rent to LICENSEE and LICENSEE agrees to rent from LICENSOR the herein-described Premises. Said License is subject to the terms, covenants and conditions hereinafter set forth and LICENSEE covenants, as a material part of the consideration for this License, to keep and perform each and every term, covenant and condition of said License. 2. Premises. LICENSOR does hereby License to LICENSEE the Premises located at 330 North Third Street, Redlands, California 92373 (APNs 169-281-47 through 50) as specifically shown on the"Site Map"attached hereto as Exhibit"A"(the"Premises"). 3. Personal Property. Notwithstanding the provisions of Section 3.3 B. of the Agreement, during the Tenn of the License, the LICENSEE and LICENSOR agree that all personal property remaining on the Premises after the Close of Escrow shall, during the term of this License remain in the possession of LICENSEE. However, any non-hazardous personal property remaining on the Premises upon the Termination Date (defined in Section 3 hereof} ) shall be deemed abandoned by the LICENSEE and shall become the personal property of the LICENSOR who may remove and dispose of said non-hazardous personal property without warranty to LICENSEE. Pursuant to Section 3.3 A. of the Agreement, hazardous personal property on the Premises, if any, shall at all times remain the property of the LICENSEE who is solely responsible for its removal from the Premises and legal disposal. Myd I icoe;c,Agreement v 12-26-06 Consistent with Section 3.3 C. of the Agreement, upon LICENSEE's execution of this License, LICENSEE acknowledges receipt of the second installment of the Relocation Payment. LICENSEE has received said Relocation Payment in two components. The first component was received pursuant to a One-Hundred Thousand Dollar($100,000) check and the second part was received as an Eighty-Five Thousand Dollar ($85,000) credit to fund the License Fee Deposit defined in Section 5 of this License. 4. Term. The License shall commence on December 22, 2006 (the "Commencement Date") and shall end on June 21, 2007 (the "Termination Date"). The period of December 22, 2006 to June 21, 2007 shall be the "License Term". Notwithstanding the Termination Date, LICENSEE may terminate this License, without penalty, prior to the Termination Date upon ten (10) calendar day's written notice to LICENSOR (the -Early Termination"). Upon termination of this License, LICENSEE shall quit the Premises, remove all of LICENSEE'S personal property and leave the same in a vacant condition. 5. License Fee Payment Pursuant to Section 3. of this License, LICENSEE authorizes LICENSOR to credit Eighty-Five Thousand Dollar($85,000)of LICENSEE's second installment of the Relocation Payment as the "License Fee Deposit." LICENSOR is not obligated to earn interest on the License Fee Deposit. Interest earned on the License Fee Deposit, if any, shall be the property of the LICENSOR. The License Fee Deposit shall be divided into two separate funds. The first fund shall be the "License Fee Payment Fund" and shall equal Thirty-Three Thousand Dollars ($33,000). The second fund shall be the "Security Deposit Fund" and shall equal Fifty-Two Thousand Dollars($52,000). During the License Tenn, LICENSEE shall pay for the licensed Premises the license fee payments as follows: Period Amount 12-22-06 to 1-21-07 $3,000 1-22-07 to 2-21-07 4,000 2-22-07 to 3-21-07 5,000 3-22-07 to 4-21-07 6,000 4-22-07 to 5-21-07 7,000 5-22-07 to 6-21-07 8.000 TOTAL: $33,000 LICENSOR shall obtain and receive said license fee payment by deducting same from the License Fee Payment Fund on the first date of each license fee payment period specified in this Section 5. Said license fee payments shall be paid to LICENSOR, without deduction or offset, in lawful money of the United States of America. at 35 Cajon Street, Redlands, California 92373. If LICENSEE selects an Early Termination, the unearned portion of the license fee payment, if any, shall be refunded to the LICENSEE within ten(10)calendar days of the Early Termination. If upon the Termination Date or the Early Termination Date, LICENSEE abandons any of its non-hazardous personal property, said non-hazardous personal property shall become the personal property of the LICENSOR who may remove and dispose of said non-hazardous 2 Flo,d Ucmse Agreement=12-126-06 personal property without warranty to LICENSEE. In this event, LICENSOR shall charge the Security Deposit Fund the costs of such removal and disposal as well as any other expenses that are the responsibility of the LICENSEE that are unpaid at the time of the Termination Date or Early Termination Date. Other expenses may include, but are not limited to unpaid utility bills. If subsequent to paying all such costs there remains a balance in the Security Deposit Fund, such remaining balance, if any, shall be refunded to LICENSEE within ten (10) calendar days of the final accounting of such costs. 6. Use. LICENSEE shall use the Premises for the operation of a storage warehouse. LICENSOR shall provide LICENSEE appropriate access to the Premises during the hours of 8:00 AM and 5:00 PM, Monday through Friday. LICENSEE shall not do or pen-nit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Premises or any of its contents, or cause cancellation of any insurance policy covering the Premises or part thereof or portion of its contents. LICENSEE shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other parties or injure or annoy them or use or allow or permit the Premises to be used for any improper, immoral, unlawful or objectionable purpose. Nor shall LICENSEE cause, maintain or permit any nuisance in or about the Premises. LICENSEE shall not commit or suffer to be committed any waste in or upon the Premises. 7. Compliance with Law. A. LICENSEE shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. LICENSEE shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and other governmental rules, regulations or requirements now in force or which may hereinafter be enacted or promulgated, and with the requirements of any board of fire insurance underwriters of other similar bodies now or hereafter constituted, relating to, or affecting the condition,use or occupancy of the Premises. The judgment of a court of competent jurisdiction or the admission by LICENSEE in any action against LICENSEE. whether LICENSOR be a party thereto or not, that LICENSEE has violated any law, statute,ordinance or any other governmental rule or regulation shall be conclusive of that fact as between LICENSOR and LICENSEE. B. There shall be no discrimination against or segregation of any person or group of persons,on account of race, color, creed, religion, sex, marital status, national origin,or ancestry, in the use, occupancy, tenure, or enjoyment of the Premises herein Licensed nor shall the LICENSEE himself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number,use, or occupancy of licensees, lessees, sublessees, sublicense-es, or vendees in the Premises herein Licensed. 8. Alterations and Additions. LICENSEE shall not make or suffer to be made any alterations, additions or improvements in or to or about the Premises or any part thereof without the written consent of LICENSOR first had and obtained and any alterations, additions or 3 Flo,d Lie se Agrwnew v12-26-06 improvements in, to or about the Premises. In the event LICENSOR consents to the making of any alterations, additions or improvements to the Premises by LICENSEE, the same shall be made by LICENSEE at LICENSEE's sole cost and expense, and any contractor or person selected by LICENSEE to make the same must first be approved of, in writing, by LICENSOR. Upon the expiration or sooner termination of the term hereof, LICENSEE shall, upon written demand by LICENSOR given at least twenty (20) days prior to the Termination Date, at LICENSEE's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by LICENSEE, designated by LICENSOR to be removed, and LICENSEE shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal. 9. Physical Condition of Premises; Waiver. A. By taking possession of the Premises, LICENSEE shall be deemed to have accepted the Premises as being in an"AS IS, WHERE IS", condition and repair. Said condition is the sole result of LICENSEE'S prior ownership and management of the Premises. Except as provided for herein, LICENSEE shall, at LICENSEE's sole cost and expense, keep the Premises and any part thereof in good condition and repair. LICENSEE shall, upon the expiration or sooner termination of this License, surrender the Premises to LICENSOR in good condition. Except as provided for herein, LICENSOR shall have no obligation whatsoever to alter, improve or repair the Premises, or any part thereof, and the parties hereto affirm that LICENSOR has made no representations to LICENSEE respecting the condition of the Premises except as specifically set forth herein. LICENSEE further agrees that it shall submit to LICENSOR, prior to applying for any permits to renovate, reconstruct, improve, alter or in any way modify the Premises,plans and specifications for LICENSOR's prior written approval. B. LICENSOR shall not be liable for any failure to make any such repairs, or to perform any maintenance upon the Premises. Except as may otherwise be provided herein, there shall be no abatement of rent and no liability of LICENSOR by reason of any injury to or interference with LICENSEE's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises or in or to any fixtures, appurtenances and equipment therein. LICENSEE hereby specifically waives the right to make repairs at LICENSOR's expense under any law, statute or ordinance now or hereafter in effect. C. Except as provided for herein, LICENSEE shall accept possession of the Premises, in an"AS IS, WHERE IS" physical condition with no warranty, express or implied,by LICENSOR as to the condition of the Premises. D. LICENSEE hereby specifically waives any rights LICENSEE may have against LICENSOR with regard to the condition of the Premises, including, but not limited to, soils, toxic or hazardous materials, fill material, compaction, geologic constraints and faults. LICENSEE shall defend, indemnify and hold harmless LICENSOR from and against any and all claims, losses, liabilities, damages demands, actions,judgments. I , causes of action, assessments, penalties, costs and expenses (including without limitation, the reasonable fees and disbursements of legal counsel, expert witnesses and accountants) and all foreseeable and unforeseeable consequential damages which might arise or be asserted against LICENSOR as a result of a claimed violation of any and all present and future federal, state and local laws 4 11Y?yd Liceme Agre=ent v 12-2-6-406 (whether under common law, statute, rule, regulation or otherwise), including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 96601 through 9657, inclusive; Transportation of Hazardous Materials and Wastes (11MTA), 49 U.S.C. App. §§ 1801 through 1813, inclusive; the Federal Re-source Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the California Hazardous Substance Account Act (HSAA), California Health and Safety Code §§ 25300 through 25395, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25249, inclusive; the Porter-Cologne Water Quality Control Act, California Water Code §§ 13000 through 13999.16, inclusive; and the Underground Storage Tank Act (USTA), California Health and Safety Code §§ 24280 through 24299.7, inclusive, all as the same may be amended from time to time, relating to the environment or to any hazardous substance, activity or material connected with the condition of the Premises during the term of this License. This environmental indemnity shall survive the expiration or termination of this License as to LICENSEE's activities taking place or occurring on or about the Premises prior to such expiration or termination. E. LICENSOR shall, upon request and at LICENSEE's cost, provide to LICENSEE copies of all reports, studies, surveys and other data and information on the Premises that is now available to LICENSOR. LICENSOR represents that it has no information disclosable pursuant to California Health and Safety Code § 25359.7(a). 10. Claims Against Premises. LICENSEE shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens arising from, of any claim for any work of construction, repair, restoration, replacement or improvement of or to the Premises or any other claim or demand howsoever the same may arise, but LICENSEE shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce the same against the Premises. LICENSEE shall defend, indemnify and hold LICENSOR and the Premises free and harmless of all liability for any and all such claims and demands, together with LICENSOR's reasonable attorneys' fees and all costs and expenses in connection therewith. IL Utilities. LICENSEE shall pay the cost of any and all water, electrical, gas or other utility services delivered to the Premises during the term hereof and shall have such utilities Z:1 installed and/or connected and maintained at LICENSEE's sole cost and expense. 12. Taxes. LICENSEE shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all of LICENSEE's possessory interest in and to the Premises, Licensehold improvements, equipment, furniture fixtures and personal property located in or about the Premises. LICENSEE agrees that, without prior demand or notice by LICENSOR, LICENSEE shall, not less than fifteen(15) days prior to the day upon which any such possessory interest or other such tax is due, provide LICENSOR with proof of payment of such tax. L3. Rules and Regulations. LICENSEE shall faithfully observe and comply with all the rules and regulations that LICENSOR shall from time to time promulgate. LICENSOR reserves t:1 the right from time to time to make all reasonable modifications to said rules and regulations. 5 Floyd Liceme Agimuent v 12-26-06 The additions and modifications to those rules and regulations shall be binding upon LICENSEE upon delivery of a copy thereof to LICENSEE. 14. Entry by LICENSOR. LICENSEE hereby agrees that representatives of the LICENSOR have the right to enter the Premises at any time and inspect the same to determine if the same complies with each and every to and condition of this License and with all applicable City, County, State and Federal laws, rules, ordinances and regulations relating to building occupancy and the conduct of LICENSEE's business. LICENSEE hereby waives any claim for damages or for any injury or inconvenience to or interference with LICENSEE's business, any loss of occupancy or quiet enjoyment of the Premises, and any loss occasioned thereby. For each of the aforesaid purposes, LICENSOR shall at all times have and retain a key with which to unlock all of the gates/doors in, upon and about the Premises, and LICENSOR shall have the right to use any and all means which LICENSOR may deem proper to open said gates/doors in an emergency, in order to obtain entry to the Premises without liability to LICENSEE except for any failure to exercise due care for LICENSEE's property. Any entry to the Premises obtained by LICENSOR by any of said reasons, or otherwise, shall not, under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of LICENSEE from the Premises or any portion thereof. 15. Default The occurrence of any one or more of the following events shall constitute a default and breach of this License by LICENSEE: A. Vacating or abandonment of the Premises by LICENSEE; B. Cessation of storage warehouse operations; C. The failure by LICENSEE to make any payment of rent or any other payment required to be made by LICENSEE hereunder, as and when due, where such failure shall continue for a period of three(3)days after written notice thereof by LICENSOR to LICENSEE; D. A failure by LICENSEE to observe or perform any of the covenants,conditions or provisions of this License to be observed or performed by LICENSEE, other than as described in subparagraph 15.C., above, where such failure shall continue for a period of twenty(20) days after written notice thereof by LICENSOR to LICENSEE; provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then LICENSEE shall not be deemed to be in default if LICENSEE commences such cure within such thirty(30)day period and thereafter diligently prosecutes said cure to completion;or E. The making by LICENSEE of any general assignment or general arrangement for the benefit of creditors, or the filing by or against LICENSEE of a petition to have LICENSEE adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against LICENSEE, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of LICENSEE's assets located in or about the Premises or of LICENSEE's interest in this License,where possession is not restored to LICENSEE within thirty(30)days; or the attachment, execution or other judicial seizure of substantially all of LICENSEE's assets located in or about the premises,or of LICENSEE's interest in this License,where such seizure is 6 floyd Ucmv12-26-06 not discharged in thirty(30)days. 16. Remedies in Default. In the event of any such material default of breach by LICENSEE, LICENSOR may at any time thereafter and without notice or demand and, without limiting LICENSOR in the exercise of a right or remedy LICENSOR may have by reason of such default or breach: A. Terminate LICENSEE's right to possession of the Premises by any lawful means, in which case this License shall terminate and LICENSEE shall immediately surrender possession of the Premises to LICENSOR. In such event, LICENSOR shall be entitled to recover from LICENSEE all damages incurred by LICENSOR by reason of LICENSEE's default including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, for reasonable attorneys' fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that LICENSEE proves could be reasonably avoided. Unpaid installments of rent or other sums shall bear interest from due date thereof at the rate of eighteen percent (18%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event LICENSEE shall have abandoned the Premises, LICENSOR shall have the option of(1)taking possession of the Premises and recovering from LICENSEE the amount specified in this subparagraph, or (2) proceeding under the provisions of the following subparagraphs. B. Maintain LICENSEE's right to possession, in which case this License shall continue in effect whether or not LICENSEE shall have abandoned the Premises. In such event, LICENSOR shall be entitled to enforce all of LICENSOR's rights and remedies under this License, including the right to recover rent as it becomes due hereunder. C. Pursue any other remedy now or hereafter available to LICENSOR under the laws or judicial decisions of the State of California. Furthermore, LICENSEE agrees that no election by LICENSOR as to any rights or remedies available hereunder or under or pursuant to any law or judicial decisions of the State of California shall be binding upon LICENSOR until the time of trial of any such action or proceeding. 17. Offset Statement. LICENSEE shall, at any time and from time to time upon not less than ten (10) days' prior written notice from LICENSOR, execute, acknowledge and deliver to LICENSOR a statement in writing(a) certifying that this License is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this License, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to LICENSEE's knowledge, any uncured defaults on the part of LICENSOR hereunder, or specifying such defaults if any are claimed. Any such statement shall state that it may be relied upon by any prospective purchaser or encumbrancer of all or any portion of which the Premises are a part. 18. Assignment and Subletting. LICENSEE shall not assign or transfer this License or any right hereunder to any other party or parties nor shall LICENSEE sublet all or any portion of the Premises without first obtaining the written consent of LICENSOR. Any assignment or 7 Flovd Lweme Aueemeat v t 2 1-6-06 subletting of the Premises without such prior written consent shall be void for all purposes and LICENSOR may, at its option, declare a forfeiture of the same in any manner provided by law. Consent to any such assignment or subletting shall be at LICENSOR's sole discretion and LICENSOR is not required hereunder to consent to any such proposed assignment of subletting of the Premises. 19. Fixtures. All trade fixtures and/or temporary facilities installed or on the Premises by LICENSEE may be removed by LICENSEE at any time during the term of this License so long as the same may be removed without permanent damage to the Premises. LICENSEE shall repair all damage which may result therefrom to the reasonable satisfaction of LICENSOR. 20. 'Indemnification. LICENSEE shall defend, indemnify and hold LICENSOR and its appointed officials, officers, agents and employees free and harmless from all claims for damage to persons or property by reason of LICENSEE's negligence or LICENSEE's acts or those of LICENSEE's employees, agents, guests or invitees in connection with LICENSEE's use and occupancy of the Premises. 21. Insurance. A. Commercial General Liability Insurance. Throughout the term hereof, at LICENSEE's sole cost and expense, LICENSEE shall keep or cause to be kept in full force and effect, for the mutual benefit of LICENSEE, and LICENSOR as an additional insured, commercial general liability insurance against claims and liability for personal injury, death, or property damage arising from the use, occupancy, disuse, or condition of the Premises, improvements, or adjoining areas or ways, providing protection of at least Two Million Dollars ($2,000,000.00) per occurrence for bodily injury or death, and at least Five Hundred Thousand Dollars ($500,000.00) for property damage. Any policies containing an annual general aggregate shall be subject to LICENSOR's prior approval. B. Policy Form, Contents and Insurer. All insurance required by express provision of this License shall be carried only in responsible insurance companies licensed to do business in the State of California with a current A.M. Best rating of no less than A:VII. All such policies shall contain language to the effect that: (1) the policies are primary and noncontributing with any insurance that may be carried by LICENSOR; (2) they cannot be canceled or materially altered except after thirty (30) days' notice by the insurer to LICENSOR; (3)the Redevelopment Agency of the City of Redlands and the City of Redlands, and each of Agency's and City's elected officials, officers and employees are additional insureds.- (4) any failure by LICENSEE to comply with reporting or other provisions of the policies including breaches of warranties shall not affect the required coverage; and(5)the required insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. LICENSEE shall furnish LICENSOR with copies of all certificates and endorsements evidencing the insurance. LICENSEE may effect for its own account any insurance not required under this License. C. Failure to Maintain Insurance, Proof of Compliance. LICENSEE shall deliver to LICENSOR, in the manner required for notices, copies of endorsements to all insurance policies required by this License, within the following time limits: (1) For insurance required at the 8 Floyd License Agrcancnt v 12-26-06 commencement of this License, within ten (10) days after execution of this License and prior to LICENSEE's occupancy of the Premises; (2) For insurance becoming required at a later date, at least ten (10) days before that requirement takes effect, or as soon thereafter as the requirement, if new, takes effect; (3) For any renewal or replacement of a policy already in existence, prior to expiration or other termination of the existing policy. If LICENSEE fails or refuses to procure or maintain insurance as required by this License, or fails or refuses to furnish LICENSOR with required proof that the insurance has been procured and is in full force and paid for, LICENSOR shall have the right, at LICENSOR's election and on five(5) days'notice,to procure and maintain such insurance. The premiums paid by LICENSOR shall be treated as added rent due from LICENSEE with interest at the rate of eighteen percent (18%) per year or the maximum allowable legal rate in effect in the State of California on the date when the premium is paid, whichever is higher, to be paid on the first day of the month following the date on which the premium was paid. LICENSOR shall give LICENSEE prompt notice and provide LICENSEE with a certificate of insurance and agent's invoice evidencing payment of such premiums, stating the amounts paid and the names of the insurer or insurers,and interest shall run from the effective date of coverage. 22. Authority of Parties. Each individual executing this License on behalf of LICENSEE represents and warrants that he or she is fully authorized to execute and deliver this License on behalf of LICENSEE and that this License is binding upon LICENSEE in accordance with its terms. 23. Waiver. No breach of any provision hereof can be waived unless in writing. Waiver of any one breach of any provision shall not be deemed to be a waiver of any other breach of the same or any other pro-vision hereof. The waiver by LICENSOR of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by LICENSOR shall not be deemed to be a waiver of any preceding breach by LICENSEE of any term, covenant or condition of this License, other than the failure of the LICENSEE to pay the particular rental so accepted, regardless of LICENSOR's knowledge of such preceding breach at the time of acceptance of such rent. 24. Time. Time is of the essence of this License and each and all of its provisions in which performance is a factor. 25. Inability to Perform. This License and the obligations of LICENSEE hereunder shall v not be affected or impaired because LICENSOR is unable to fulfill any of obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil insurrection,acts of God,or any other cause beyond the reasonable control of LICENSOR. 26. 'Sale of Premises by LICENSOR In the event of any sale of the Premises, LICENSOR shall be and hereby is entirely freed and relieved of all liability under any and all of the covenants and obligations contained in or derived from this License arising out of any act, occurrence or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, 9 Ffo}d hceme Agreement 02-26-06 to have assumed and agreed to carry out each and all of the covenants and obligations of LICENSOR under this License. 27. Sip-ns. LICENSEE shall not place any sign upon the Premises without LICENSOR's prior written consent and approval thereof. 28. Performance Bond. Prior to the commencement of any repair, alteration, addition, renovation or improvement as may be required or permitted herein, LICENSEE shall file with LICENSOR a corporate surety bond satisfactory to LICENSOR's General Counsel and conditioned that the LICENSEE shall well and truly observe, fulfill and perform each and every repair, alteration, addition, renovation or improvement as determined by LICENSOR's Executive Director, whose decision shall be final. In the event of any breach of any condition of the aforesaid bond, the whole amount of the penal sum therein named shall be deemed to be liquidated damages, and the same shall be recoverable from the principal and sureties upon the bond. Upon completion of the repairs, alterations, additions, renovation or improvements secured by said corporate surety bond, LICENSEE may apply to LICENSOR's Executive Director for a reduction in the penal sum of said bond and said Executive Director, upon satisfactory proof presented to him or her, shall reduce the penal sum thereof to an amount not exceeding fifty percent (50%) of the reasonable value of said repairs, alterations, additions, renovation or improvements. Said bond, as reduced in the penal sum thereof, shall be maintained in full force and effect until the time for the filing or enforcement of any mechanic's, materialman's, contractor's or subcontractor's liens arising from, or any claim for any work of repair, alteration,addition, renovation or improvement of or to the Premises or any other claim or demand howsoever the same may arise shall have expired. In no event, however, shall LICENSEE's obligation to indemnify and hold LICENSOR and the Premises free and harmless from any such claims and demands be abrogated by this requirement for the maintenance of said corporate surety bond. 29. Salvay-e. LICENSEE and LICENSOR hereby agree that all items of personal property remaining upon the Premises subsequent to the Termination Date shall be deemed to be the property of the LICENSOR. Thereafter, LICENSEE shall not have any right to such personal property. 30. 'Successors. Subject to the provisions of this License with respect to assignment and subletting, each and all of the covenants and conditions of this License shall be binding on and shall inure to the benefit of the successors of the respective parties. 31. Notices. Any notice required or permitted under the terms of this License shall be deemed served when personally served on LICENSEE or LICENSOR or when the same has been placed in the United States mail. . postage prepaid and addressed as follows: LICENSOR: The Redevelopment Agency of the City of Redlands tn Attention: Redevelopment Director 35 Cajon Street, Suite 204 Post Office Box 3005 Redlands, California 92373 10 floyd hcen.�e Agremt et?2b-0b LICENSEE: Howard P. Floyd 902 West State Street Redlands, California 92373 32. Administration of License. This License shall be administered by the LICENSOR's Executive Director following approval of this License by the LICENSOR's Board. The LICENSOR's Board shall maintain authority over this License through the Executive Director (or his authorized representative). The Executive Director shall have the authority to issue interpretations, waive provisions and enter into amendments of this License on behalf of the LICENSOR so long as such actions do not substantially change the uses or development permitted on the Premises, or add to the costs of the LICENSOR as specified herein or as agreed to by the LICENSOR's Board, and such amendments may include extensions of time specified with respects to actions specified herein. All other waivers or amendments shall require the written consent of the LICENSOR's Board. 33. Severability. In the event that any provision herein contained is held to be invalid,void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this License and shall in no way affect, impair or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 34. Interpretation. No provision of this License is to be interpreted for or against either party because that party or that party's legal representative drafted such pro-vision,but this License is to be construed as if both parties drafted it hereto. 35. Audit. LICENSOR may audit LICENSEE's activities pursuant to this License at any time with respect to LICENSEE's operations pursuant to this License. Said auditing shall be conducted at LICENSEE's headquarters office or at such other location where LICENSEE keeps its financial records with respect to this License during normal business hours (i.e., 8:00 AM to 5:00 PM, Monday through Friday, except on national holidays). LICENSEE, at its sole cost and expense, shall provide LICENSOR's auditors with all of its data with respect to this License and provide any other assistance reasonably required by the auditors to complete the audit. 36. Disputes-Attorney's Fees. If either party to this License is required to initiate or defend litigation in any way connected with this License, the prevailing party in such litigation, in addition to any other relief-which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,including the use of in-house counsel by a Party. 37. Post-accluisition Status/IneliIjbilitv for Relocation Benefits. LICENSEE acknowledges and agrees that LICENSEE is a post-acquisition tenant of LICENSOR as regards LICENSEE's participation in this License. LICENSEE represents that LICENSEE has read the following and understands that as a post-acquisition tenant, LICENSEE is not eligible for relocation assistance and benefits from LICENSOR. LICENSEE agrees and acknowledges that LICENSEE is not eligible for relocation rights pursuant to § 6034(b)(1) of Title 25 of the California Code of Regulations, which reads: "(b)(1)Post-acquisition tenants, those who lawfully occupy property only after a II Foci License Ag wnent v 12-26-1'6 public entity acquires it, are not eligible for assistance and benefits if, before occupying the property, they are informed by the public entity that the property has been acquired for a public use and will be available as housing only in the interim between acquisition and development and that development for such use may result in termination of the tenancy sooner than would otherwise be expected. When post-acquisition tenants are so informed that they are not eligible even though they move as the result of a written order from the public entity to vacate the real property. "A public entity shall inform prospective tenants regarding the projected date of displacement and periodically, should inform post-acquisition tenants of any changes in this projection. "Persons who become post-acquisition tenants after the effective date of the Guidelines, who are not so informed and who move as the result of a written order from the public entity to vacate are eligible for assistance and benefits, except where they are evicted in accordance with the provisions of Section 6058." LICENSEE acknowledges and agrees that LICENSOR has adopted either § 6034(b)(1) or substantial equivalent and upon such authority LICENSEE is not eligible for relocation assistance and benefits. 38. Entire Aureement. This License contains the entire agreement between the parties as to the matters contained herein. No promise, representation, warranty, or covenant not included in this License has been or is relied on by either party. Each party has relied on its own examination of this License, the counsel of its own advisors, and the warranties, representations, and covenants in the License itself. The failure or refusal of either party to inspect the Premises or improvements, to read the License or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection,or advice. 12 I IoNA License Agreement v 12-26-06 WHEREFORE, the .parties hereto have entered into the License effective as of the date first above written. LICENSEE: Howard P.Floyd r F pard P. F yd THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a California Public Corporation By: J n Harrison,Chairman ATTEST: LQZrie Poytary 13 Ffo�d Licmw Agreement s 12-26-06 { j 016928123 016928120 016978134 016928119 016928143 ATSF M4?MOAD 016928139 I 016978138 0110281-4- 016928149 ----- -- - - 016928151 LQ OC m6928150 6928150 016928152 vrr�� 1uj : i. 1 016328145 016928153 016928146 Q o 016928130 016928154 016928155 REDLANDS BLVD 017105303 017105301 I ATTACHMENT A -330 N. 3rd Street Property Map w t -E Scale 1:1320 i y 0 55 11 htuek, � 0 220 feet � s 0 inch equivalent to 110 feet) W..04:593 Map Printed:January 03,2007