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Home My WebLink AboutContracts & Agreements_119-2016 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 7t' day of June, 2016 ("Effective Date") by and between the City of Redlands, a municipal corporation ("Licensor") and Gomez Construction and Masonry, Inc. ("Licensee"). Licensor and Licensee are sometimes individually referred to herein as a "Parry" and, together, as the"Parties." RECITALS A. Licensor is the owner of certain real property located in the City of Redlands commonly referred to as Prospect Park(the"Property"). B. Licensee desires to enter upon the Property,from time to time,to construct a gravel pedestrian pathway(the"Pathway") at the location shown on Exhibit"A,"which is attached hereto and incorporated herein by reference. C. Licensor desires to grant Licensee a non-exclusive licensee to enter upon the Property and install the Pathway 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: 1. Grant of License. Licensor hereby grants to Licensee, and its employees and agents, a 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 Property designated by Licensor for the construction of the Pathway. All activities of Licensee undertaken in connection with Licensee's construction of the Pathway 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 its construction of the Pathway 2. Notice of En . Licensee shall provide prior notice to Licensor of the dates on which Licensee desires to enter upon the Property. 3. Possession and Condition of PjUgM Not Warranted. Licensor does not warrant or represent that the Property is suitable for Licensee's entry upon the Property or Licensee's construction of the Pathway, 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 Pathway 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. 4. Ownership of Pathway. Upon Licensee's completion, and Licensor's acceptance of, the Pathway, Licensor shall be the owner of the Pathway and shall be solely responsible for the maintenance and repair of the Pathway at Licensor's sole cost. C:\Users\GomezWownloads\Gomez Construction License Agreement 6 6 16(003).doe 5. Commencement; Termination. This Agreement shall commence upon its Effective Date and shall terminate upon continue until terminated by either Party upon sixty (60) days prior written notice to the other Party, or as otherwise provided for herein. 6. 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, 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 Chris Boatman, Director Jose Gomez Quality of Life Department 988 Virginia Lee Court 35 Cajon Street, Ste. 222 San Jacinto, CA 92583 PO Box 3005 (mailing) Redlands, CA 92373 7. Indemnification of Licensor. Licensee 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 Property and/or construction of the Pathway. 8. 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. 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 "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. Licensee shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per \UserslGomez'DownloadAGamez Construction License Agreement 6 6 16(003).doc 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. 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 noncontributing to any insurance or self insurance maintained by City. 9. 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 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. 10. Assignment; Sub-Licenses. The license granted by this Agreement is personal to Licensee. Licensee shall not have the right to assign its rights under this Agreement except upon the prior written consent of Licensor. Any attempt to assign 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. 11. Written Agreement as Entire Understandin-g_of. Parties. 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 understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties, relating to the grant of this revocable license. This Agreement may be amended or modified only by a written instrument signed by the Parties. 12. Attorneys' Fees and Costs_. 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. 13. 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. C.\Users\Gomez\DownloadslGomez Construction License Agreement 6 6 16(003).doe IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. LICENSOR: LICENSEE, CITY OF REDLANDS CJCIMEZ CONSTRUCTION AND MA ONR AX-) By:w aul W. 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