HomeMy WebLinkAboutContracts & Agreements_225-2021LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND DAVID ROCHE CONSTRUCTION
This License Agreement ("Agreement") is made and entered into this 7th day of December,
2021 ("Effective Date") by and between the City of Redlands, a municipal corporation ("City") and
David Roche Construction, a California company ("Licensee") City and Licensee are sometimes
individually referred to herein as a "Party" and, together, as the "Parties "
RECITALS
WHEREAS, City 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 No 0300-241-25-
0000 (the "Property) and 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 Property, from time to time in accordance
with the provisions this Agreement, to construct, at no cost to City, a canopy structure (the
"Canopy") on the Property; and
WHEREAS, Licensee has represent to City, and acknowledges and agrees, that Licensee's
compensation cost of construction for the Canopy are the sole responsibility of The Redlands
Conservancy, and City shall have no liability or responsibility therefor, and
WHEREAS, City desires to grant Licensee a non-exclusive, revocable license to enter upon
the Property and construct the Canopy on the Property on the terms and conditions hereinafter set
forth,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of
Redlands and David Roche Construction agree as follows
Section 1
by this reference.
Recitals The foregoing Recitals are true and correct and incorporated herein
Section 2. Grant of License. City 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 Property for the construction of the Canopy All activities of
Licensee undertaken in connection with Licensee's construction of the Canopy shall be performed
in accordance with all applicable federal, state, and local laws Licensee acknowledges and agrees
that The Redlands Conservancy and Licensee shall be financially obligated and responsible for all
costs associated with Licensee's construction of the Canopy
Section 3. Term. The term of this Agreement shall commence on its Effective Date and
end on December 7, 2022, unless earlier terminated as may be provided for herein.
Section 4. Plans and Specifications. Licensee shall construct the Canopy in accordance
with the specifications provided to City, copies of which are attached hereto as Exhibit "A," which
is attached hereto and incorporated herein by this reference, and on file in City's Facilities and
Community Services Department.
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Section 5. Compliance with California Labor Code. Licensee acknowledges that
Licensee's construction of the Canopy, while permitted by City to be undertaken on the Property
by Licensee, is a privately funded project with no financial contribution by City, 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 construction of the Canopy, and
Licensee's compliance therewith, shall be made solely by Licensee. Licensee expressly agrees City
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 City of the dates on which Licensee desires to enter upon the Property
Section 7. Possession and Condition of Property Not Warranted. City does not warrant
or represent that the Property is suitable for Licensee's entry upon or construction of the Canopy,
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 construct the Canopy on the Property at its own risk. Licensee shall not
seek to hold City 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 construction.
Section 8. Ownership of Canopy. Upon Licensee's completion and City's written
acceptance of the Canopy, City shall be the owner of the Canopy
Section 9. Termination. This Agreement may be terminated by City, for any reason
and in its sole discretion, upon ten (10) days prior written notice to Licensee, provided, however,
in the event City determines that the public health, safety, or welfare is jeopardized, or that
Licensee is in material breach of this Agreement, City 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 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.
CITY
Chris Boatman, Director
Facilities and Community Services Dept.
35 Cajon Street, Ste 222
PO Box 3005 (mailmg)
Redlands, CA 92373
cboatman@cityofredlands.org
909-798-7655
LICENSEE
David Roche
David Roche Construction
1323 Garnet Street
Mentone, CA 992359
909-794-4329
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Section 11. Indemnification of City. Licensee, and any subcontractors or agents of
Licensee performing construction work on the Property for Licensee in connection with this
Agreement, shall defend, indemnify and hold City 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 Property, and/or construction of the Canopy
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. Public Liability and Property Damage Insurance. Licensee shall maintain at
its own cost for the term of this License, public liability insurance in the amount of one million
dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, issued by
an insurance company acceptable to City Licensee shall provide City with a certificate of insurance
and endorsements showing City as an additional insured on the policy prior to Licensee's use and
occupancy of the Premises. Such insurance shall be primary with respect to City and non-
contributory to any insurance or self-insurance maintained by City The policy shall require that,
before amending or canceling the policy, the issuing insurance company shall give City at least thirty
(30) days prior written notice. City and Licensee acknowledge and agree that the insurance required
of Licensee is subject to annual review by City and subject to increases in the amount and scope of
coverage, as reasonably determined 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
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. 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
City, which may be granted or withheld in City's sole discretion. Any assignment or attempted
assignment of the hcense granted by this Agreement without the prior written consent of City may,
in the sole discretion of City, 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
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the terms or provisions of this Agreement, the prevailing Party m any such action, m addition to any
costs and other relief granted, shall be entitled to recover its reasonable attorneys' fees, mcludmg
fees foi use of m-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 ongmal for all
purposes
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above
CITX REi ,ANDS
By
DAVID ROCHE CONSTRUCTION
Paul T Banch, Mayor David Roche
ATTEST
By
e Donaldson, City Clerk
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EXHIBIT "A"
ASSESSOR'S PARCEL NO 0300-241-25-0000
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