HomeMy WebLinkAboutContracts & Agreements_79-2021UC Davis Agreement # A58898
LICENSE AGREEMENT
This License Agreement (` Agreement") is made and entered into this 1st day of June, 2021
("Effective Date '), by and between the City of Redlands, a municipal corporation ("Licensor")
and the University of California -Davis, a public land-grant research university ("Licensee").
Licensor and Licensee are sometimes individually referred to herein as a `Party' and, together, as
the `Parties.
RECITALS
WHEREAS, City is the owner of certain real property designated as county of San
Bernardino Assessor Parcel Nos. 0170-302-06, 0170-302-07 and 0170-302-18, ("Property") as
more particularly identified in Exhibit A, titled `Dearborn Reservoir Site, which is attached
hereto and incorporated herein by this reference; and
WHEREAS, Licensee desires to enter upon the Properly from June I 2021 through
October 31, 2021, for the placement thereon of a portable air monitoring trailer and associated
equipment for the purposes of air monitoring, and
WHEREAS, Licensor desires to grant Licensee a non-exclusive revocable license to enter
upon the Property and conduct air monitoring on the Property on the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties
agree as follows:
Section 1. 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, a portion of the 1 500 square foot Property identified as
county of San Bernardino Assessor s Parcel Nos. 0170-302-06, 0170-302-07 0170-302 18 and
designated by Licensor for air monitoring. All activities of Licensee undertaken in connection
with Licensee s air monitoring shall be performed in accordance with all applicable federal, state,
regional and local laws. Licensee acknowledges and agrees that Licensee shall be financially
obligated and responsible for all costs associated in connection with the placement of its air
monitoring trailer
Section 2. Acknowledgment of License and Disclaimer of Tenancy
A. Licensee is not a tenant or lessee of City and holds no rights of tenancy or leasehold
in relation to the Premises.
B. In consideration of City'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 Premises other than the rights expressly granted by the License.
C. The consideration paid by Licensee pursuant to Section 3 of this Agreement is
consistent with the value of the rights comprising the License privilege; the consideration is not
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consistent with the higher market value for a greater right, privilege or interest (such as a lease) in
the Premises.
D Licensee further acknowledges and agrees that without the representations and
agreements set forth herein, City would not enter into this Agreement.
Section 3. License Fee. In consideration for the grant of this license, Licensee shall
pay to City a monthly fee in the sum of fifty dollars ($50) for use and occupancy of the Property
Licensee's first payment to Licensor shall be due and payable within ten (10) days of the Effective
Date of this license and thereafter shall be due and payable on or before each such subsequent
monthly date of the Effective date of this Agreement. All payments are to be made payable to the
City of Redlands, Finance Department/Revenue Division, P O. Box 3005, Redlands, California,
92373 A late fee of fitly dollars ($50) shall be added and due for any fee payment made after the
tenth day of the month.
Section 4. Notice of Entry Licensee shall provide at least one (1) week prior written
notice to Licensor of the time and dates on which Licensee desires to enter upon the Property
Section 5. Other Access Considerations. The Property shall be returned to Licensor in
a satisfactory condition, which shall mean the same condition as prior to placement of the air
monitoring trailer
Section 6. Possession and Condition of Property Not Warranted. Licensor does not
warrant or represent that the Property is suitable for Licensee's entry upon the Property or for any
other purpose, and Licensee agrees to enter and use, as the case may be, the Property in its 'as is'
condition, and conduct air monitoring thereon at its own risk, and Licensee may not look to
Licensor for any claim of damages, restitution or other relief in connection with such entry or
construction.
Section 7. Commencement; Termination. This Agreement shall commence upon its
Effective Date and shall be effective June 1, 2021 to October 31 2021 or until terminated by either
Party upon ten (10) days prior written notice to the other Party or as otherwise provided for herein.
Section 8. 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) live (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 electronic mail transmission (including PDF), 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. LICENSEE.
John R. Harris, Director
City of Redlands
Municipal Utilities & Eng. Department
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Steve Kobayashi, Associate Director
University of California -Davis
Procurement & Business Contracting
35 Cajon Street, Ste. 222
PO Box 3005 (mailing)
Redlands, CA 92373
(909) 798-7624
One Shields Avenue
Davis, CA 95616
stkobayashi@ucdavis.edu
(530) 754-1372
Section 9. Indemnification of Licensor The Parties agree to defend, indemnify and
hold one another 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 Property
Section 10. 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 Property 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.
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.
Section 11. 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
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.
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Section 12 Assignment 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 of
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 13 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 of oral,
m 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 14 Attorneys' Fees In the event any action is commenced to enforce or
interpret this Agreement, the prevailing Party in any such action shall be entitled to its costs and
reasonable attorneys' fees including fees for use of in-house counsel by a Party
Section 15 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 S _ .! ANDS
Paul T : arich, Mayor
ATTEST
B
ne Donaldson, City Clerk
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UNIVERSITY OF CALIFORNIA-DAVTS
By
Steve- obayashi, A o late Director
EXHIBIT "A"
Dearborn Reservoir Site
(APNs: 170-302-06, 07 & 18)
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