HomeMy WebLinkAboutContracts & Agreements_221-2023LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 21.a day of
November, 2023 ("Effective Date") by and between the City of Redlands, a municipal corporation
("Licensor") and Larry Jacinto Construction, Inc, a California corporation ("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 No, 0169-321-
03-0000 (the "Property), and certain adjacent public right-of-way (the "Right -of -Way), both of
w.h.ich 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 Right -of -Way and Property, from time to
time in accordance with the provisions this Agreement, to construct, a decomposed granite
pedestrian trail and parking lot (the "Trail") on the Property; and
WHEREAS, Licensor desires to grant Licensee a non-exclusive, revocable license to enter
upon the Right -of -Way and Property and construct the Trail 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 Larry Jacinto Construction, Inc. 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 nonexclusive, revocable license to enter upon and use, as the case may be, subject to all
of the terms and conditions hereof, the Right -of -Way and Property for the construction of the Trail,
All activities of Licensee undertaken in connection with Licensee's construction of the Trail 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 constrniction of the Trail.
Section 3, Tenn. The term of this Agreement shall commence on its Effective Date and
ends on November 21, 2025, unless earlier terminated as may be provided for herein.
Section 4. Flans and Specifications, Licensee shall construct the Trail in accordance with
the written plans and specifications provided to City, copies of which are attached hereto as Exhibit
"B" 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, Complianee with California Labor Code. Licensee acknowledges that
Licensee's construction of the Trail, while permitted by Licensor to be undertaken on the Property
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 construction of the Trail, and
Licensee's compliance therewith, shall be made solely by Licensee. Licensee expressly agrees
Licensor shall have no responsibility, obligation, or liability therefore,
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 Right -of -Way and Property.
Section 7, Possession and Condition of Property Not Warranted, Licensor does not warrant
or represent that the Right -of -Way or Property is suitable for Licensee's entry upon or construction
of the Trail, 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 Trail on the Property at its own risk. Licensee
shall. not seek to hold Licensor 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 construetion.
Section 8. Ownership of Trail, Upon Licensee's completion and Licensor's written
acceptance of the Trail, Licensor shall be the owner of the Trail and shall be solely responsible for
the maintenance and repair of the Trail 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
Lieensee 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) en 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:
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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
Licensor, which may be granted or withheld in Lieensor'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.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
LICENSOR:
CIT7F-REIDLANDS
Eddie Tejeda, Mayor
ATTEST:
e Donaldson, City Clerk
LICENSEE:
LARRY JAC
Larry Jacinto, Preside t
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CTION, INC
EXHIBIT "A"
ASSESSOR'S PARCEL NO. 0169-321-03-0000
[SEE ATTACHED]
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EXHIBIT "B"
Written Plans and Specifications
[ SEE ATTACHED]
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EXHIBIT "C"
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 -insure, 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.
Larry Jacinto C • truction, IDate: 11 / 21 / 2023
By:
Larry Jacinto, 'resi
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