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Resolution No. 82832 3 4 5 6 7 M. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8283 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND VALVERDE CONSTRUCTION WHEREAS, Valverde Construction, Inc. ("Valverde") is constructing a Recycled Water Pipeline Extension (the "Project") for the City of Vernon in accordance with Contract No. 580 awarded pursuant to Resolution No. 8235 adopted on July 2, 2003; and WHEREAS, the City of Vernon ("City") owns certain real property in the City of Vernon located at 2251 55th Street (the "Property"), that consists of public yard area; and WHEREAS, Valverde needs space for storage of equipment and material during the construction of the Project; and WHEREAS, the Director of Community Services has reported that approximately 50 feet by 200 feet of the Property containing approximately 10,000 square feet of public yard area is not necessary for the City's immediate use or occupancy and that the use of the Property for storage is compatible with the use to which the Property is presently dedicated; and WHEREAS, a License Agreement has been negotiated with Valverde on a month -to -month basis commencing September 17, 2003, payable at an initial rate of Six Hundred Fifty Dollars ($650) for the period September 18, 2003 through September 30, 2003 and thereafter at the rate of One Thousand Five Hundred Dollars ($1,500) per month; and WHEREAS, by letter dated September 11, 2003, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that the execution of the License Agreement with Valverde be approved and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 executed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby finds and determines that: (a) the portion of the Property that is the subject of the License Agreement (approximately 10,000 square feet) is not necessary for the City's immediate use or occupancy; and (b) the use of the subject portion of the Property for storage is compatible with the City's present use of the rest of the Property. SECTION 3: The City Council of the City of Vernon hereby approves the execution of the License Agreement with Valverde, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Valverde Construction Attn. Joe A. Valverde, President 10936 Shoemaker Avenue Santa Fe Springs, CA 90670 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 17th day of September, 2003. ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. MALBVRG, M yor 3 - 1 2 3 41 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8283, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, September 17, 2003, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 1 LICENSE AGREEMENT 2 3 THIS LICENSE AGREEMENT is made, entered into and executed in 4 duplicate originals, either copy of which may be considered and used 5 as the original hereof for all purposes, as of this 17th day of 6 September, 2003, in the City of Vernon, County of Los Angeles, 7 California 8 BY AND BETWEEN THE CITY OF VERNON 9 (hereinafter referred to as "Licensor") 10 4305 Santa Fe Avenue Vernon, CA 90058-0805 11 12 AND VALVERDE CONSTRUCTION, INC. (hereinafter referred to as 13 "Licensee") 10936 Shoemaker Avenue 14 Santa Fe Springs, CA 90670 15 RECITALS 16 WHEREAS, Licensor owns that certain real property located in 17 the City of Vernon, County of Los Angeles, State of California, which 18 is located at 2251 55th Street, as shown on Exhibit "A", which is 19 attached hereto and made a part hereof by reference; and 20 WHEREAS, Licensee is constructing a recycled water line for 21 Licensor (the "Project") and has been unable to find a suitable yard 22 needed to store equipment and material during the construction of the 23 Project; and 24 WHEREAS, Licensee has requested that it be allowed to use a 25 portion of Licensor's public yard for their required storage area; and 26 WHEREAS, Licensee wishes to license 10,000 square feet of 27 the public yard, as depicted in Exhibit "A," for storage purposes by 28 licensee during the construction of the recycled waterline; and I WHEREAS, the City Council of the City of Vernon has found 2 and determined that the described portion of said real property is not 3 necessary for immediate use and that occupancy by Licensee on a short 4 term basis, pursuant to the terms and conditions set forth herein, 5 would be compatible with the use to which the property is presently 6 dedicated; and 7 WHEREAS, the parties hereto desire to jointly provide for 8 the use of said property in such a manner as to be compatible with the 9 City's needs and uses of said property. 10 NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREIN 11 CONTAINED AND THE MUTUAL BENEFIT TO EACH PARTY, IT IS HEREBY AGREED AS 12 HEREIN SET FORTH: 13 SECTION 1. Licensed Area. Licensor grants to Licensee, 14 for the sole benefit of Licensee, an exclusive, non -assignable license 15 to use the licensed area depicted in Exhibit "A" (the "Licensed Area") 16 for the sole purpose of storing equipment and materials in connection 17 with Licensee's construction of the Project and for no other purpose. 18 No fueling of vehicles shall be allowed on the Licensed Area. The use 19 of the foregoing license is conditioned upon Licensee's compliance 20 with each and every term and condition set forth herein. Licensee 21 hereby accepts the Licensed Area in its current "AS IS" condition and 22 acknowledges that there have been no representations or warranties, 23 express or implied, made by or on behalf of Licensor with respect to 24 the premises or the Licensed Area, or with respect to the suitability 25 of the Licensed Area for the conduct of Licensee's business. The term 26 of this License shall commence on September 17, 2003 and shall 27 continue until terminated pursuant to Section 8. 28 SECTION 2. License Fee. Licensee shall pay to Licensor at -2- I the time of acceptance of the license the sum of Six Hundred and Fifty 2 Dollars ($650) for the -period September 18, 2003 through September 30, 3 2003. Thereafter, Licensee shall pay Licensor a license fee for its 4 use of the licensed area in the amount of One Thousand Five Hundred 5 Dollars ($1,500.00) per month, payable without notice or demand and 6 without any set off or deduction whatsoever on or prior to the first 7 day of each month. A five percent (5%) late fee will be charged if. 8 the license fee is not received by Licensor on or before the 5th day 9 of the month. Any license fee payable by Licensee to Licensor that is 10 not paid within seven (7) days of when due shall bear interest from 11 the due date until paid at a rate equal to the lesser of: (a) the 12 highest rate permitted by law; or (b) ten percent (10%) per annum. 13 Upon termination, pursuant to Section 8 any prorated amount which is 14 due and payable to Licensee shall be refunded by Licensor when the 15 property has been vacated in proper order. 16 SECTION 3. Maintenance and Alteration of Property. 17 Licensee shall be required to put in a chain -link steel fence around 18 the perimeter of the Licensed Area. Licensee shall also pay for all 19 materials placed upon said property, shall not affix any permanent 20 equipment or buildings to said property, shall not cause or permit any 21 liens of any kind or nature to be levied against said premises for any 22 work done or materials furnished thereon and shall perform all 23 reasonable maintenance, including but not limited to removing all 24 weeds and debris. 25 SECTION 4. Licensor's Right to Enter. Licensor, its 26 agents, representatives, and employees reserve and shall at any and 27 all times have the right to enter the Licensed Area at all reasonable 28 or necessary times for the purposes of carrying on business or -3- I activities requiring the use of any or all of the Licensed Area until 2 such business or activities are complete. 3 SECTION 5. Indemnification. Licensee agrees and 4 acknowledges that its use of the Licensed Area is at its sole risk and 5 Licensee hereby waives, releases and absolves Licensor, its officers, 6 agents, employees, licensees and invitees (the "Licensor Parties") 7 from any and all costs, losses, damages, expenses, and liability, 8 whether foreseeable or not, from any cause whatsoever, that Licensee 9 may suffer to its personal property located anywhere in the Licensed 10 Area or that it or its agents, employees, principals, and invitees may 11 suffer as a direct or indirect consequence of Licensee's use of the 12 Licensed Area or access areas to the Licensed Area or for any other 13 reason arising from or related to this Agreement. Licensee shall 14 indemnify, defend and hold harmless Licensor, its officers, agents and 15 employees against and from any and all claims arising from Licensee's 16 use of the Licensed Area from any activity, work or other thing done, 17 permitted or suffered by the Licensee in or about the Licensed Area 18 and shall further indemnify and hold harmless Licensor against and 19 from any and all claims arising from any act or negligence of the 20 Licensee or any officer, agent, employee, guest or invitee of the 21 Licensee, and from and against all costs, attorney's fees, expenses 22 and liabilities incurred by reason of any such claim or any action or 23 proceedings brought against Licensor by reason of any such claim. 24 Licensee, upon notice from Licensor, shall defend the same at 25 Licensee's expense by counsel reasonably satisfactory to Licensor. 26 Licensee, as a material part of the consideration to Licensor, hereby 27 assumes all risk of damage to property or injury to persons in, upon 28 or about the Licensed Area from any cause other than Licensor's -4- I negligence, and Licensee hereby waives all claims in respect thereof 2 against Licensor. 3 SECTION 6. Insurance. Throughout the term of this 4 Agreement Licensee shall, at its sole cost, keep or cause to be kept 5 in force, for the mutual benefit of Licensor and Licensee, insurance 6 policies in the amount and proof thereof in accordance with the 7 insurance schedule attached hereto as Exhibit "B" and made'a part 8 hereof by reference. Licensor may revise the nature or amount of 9 insurance coverage required to be kept in force by Licensee upon 10 thirty (30) days written notice to Licensee. 11 SECTION 7. License Not Transferable. Licensee shall not, 12 either voluntarily or by operation of law, transfer, mortgage, pledge, 13 hypothecate, or encumber this license or any interest therein, and 14 shall not sublet the Licensed Area or any part thereof, or any right 15 or privilege appurtenant thereto, or suffer any other person 16 (employees, agents and servants of Licensee excepted) to occupy or use 17 the said premises, or any portion thereof. Licensee shall not assign 18 this license without the written consent of the Licensor. 19 SECTION 8. Termination. 20 (a) This license may be terminated by Licensee after 21 providing Licensor with fifteen (15) days advance notice and complying 22 with all terms regarding cleanup and status of the property. 23 (b) This license is also terminable at will by Licensor 24 upon giving thirty (30) days written notice to Licensee. This License 25 may also be terminated for breach or for cause by giving ten (10) days 26 notice in writing with a statement setting forth the breach or cause. 27 Interference with the Licensor's use of the non -licensed portion of 28 the property for whatever purpose shall constitute cause for -5- I termination. Licensor shall have the right to enter and take 2 possession of said premises upon the termination of this license, in 3 addition to any other remedy provided by law or this license. Such 4 notice may be given by delivering the same personally or by mailing 5 the same to the address hereinabove given or to such address as each 6 may in writing from time to time direct, and the giving of such notice 7 by mail shall be complete at the time of mailing. Upon termination of 8 this license, Licensee shall leave the premises clear of all debris 9 and weeds and shall return the property.in the same or better 10 condition, as it was in prior to the effective date of this Agreement. 11 All appurtenances (chain -link fence and posts) shall be in proper 12 working condition as determined by the Director of Community Services. 13 Failure to restore the property to the satisfaction of the Director 14 will result in the Licensor having the necessary work done at the 15 expense of the Licensee. 16 SECTION 9. Waivers. Failure by either party to exercise 17 any of the stipulated rights arising under this license shall not be 18 considered a waiver of any right or condition hereof. 19 SECTION 10. Entire Agreement. This license contains the 20 entire agreement of the parties and cannot be amended or modified 21 except by a written agreement. 22 SECTION 11. Recordation. This license shall not be 23 recorded. 24 SECTION 12. Governing Law. This license shall be construed 25 and interpreted in accordance with the laws of the State of 26 California. 27 SECTION 13. Use of Property. Licensee shall not use the 28 premises or permit anything to be done in or about the Licensed Area M I which will in any way conflict with any law, statute, ordinance or 2 governmental rule or regulation now in force or which may hereafter be 3 enacted or promulgated. Licensee shall, at its sole cost and expense, 4 promptly comply with all laws, statutes, ordinances and governmental 5 rules, regulations or requirements now in force or which may hereafter 6 be in force and with the requirements of any board of fire insurance 7 underwriters or similar bodies now or hereafter constituted relating 8 to or affecting the condition, use or occupancy of the Licensed Area. 9 A judgment of any court of competent jurisdiction or the admission of 10 Licensee in any action against Licensee whether Licensor be a party 11 thereto or not, that Licensee has violated any law, statute, ordinance 12 or governmental rule, regulation or requirement, shall be conclusive 13 of that fact as between the Licensor and Licensee. 14 Licensee acknowledges that Licensor shall have no 15 responsibility for management of the Premises. Licensee, at 16 Licensee's sole cost and expense, will maintain and take good care of 17 th'e Licensed Area including any fixtures and appurtenances thereto, 18 and make any and all repairs thereto (whether structural or non- 19 structural, foreseen or unforeseen) as and when needed to preserve 20 them in good working order and condition. Licensee acknowledges and 21 agrees that in no event will Licensor be obligated to make any 22 repairs, alterations or improvements to the Licensed Area or to 23 otherwise prepare the Licensed Area for Licensee's use. All damage or 24 injury to the Licensed Area or to any other part of the Licensed Area 25 or premises, or to its fixtures, equipment and appurtenances, whether 26 requiring structural or nonstructural repairs, caused by or resulting 27 from misuse or negligent conduct or omission of Licensee, Licensee's 28 agents, employees, or invitees will be repaired, at Licensee's sole -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 I 27 28 cost and expense, by Licensee to Licenser's reasonable satisfaction. Licensee also will repair all damage to the premises and the Licensed Area caused by the moving of Licensee's property. If at any time any public authority requires the installation of any type of sign or signal (including, but not limited to, warning signs) upon or near the Licensed Area during the term of this Agreement, Licensee shall pay any and all costs of installation, maintenance, and inspection of said sign/s or signal/s. SECTION 14. Notices. Any notices, demands or other communications required or desired to be given or made under the terms of this License Agreement shall be in writing and personally served, or served by United States Mail with postage thereon fully prepaid and addressed as follows: LICENSOR LICENSEE City Administrator/City Clerk Valvarde Construction City of Vernon 10936 Shoemaker Avenue 4305 Santa Fe Avenue Santa Fe Springs, CA 90670 Vernon, CA 90058-0805 Any notice, demand or other communication shall be deemed given or made on the day personally served, or, if service is by mail, three (3) days following the date such notice was deposited in the United States mail with postage thereon fully prepaid. SECTION 15. Miscellaneous. (a) Time is of the essence of this Agreement and each of its provisions. (b) If default shall be made in any of the covenants or agreements of Licensee contained in this Agreement, or in case of any assignment or transfer of this License by operation of law, Licensor I may at its option, terminate this License by serving three (3) days' 2 notice in writing upon Licensee. No waiver by Licensor of any 3 violation or breach of any of the terms, provisions and covenants 4 herein contained shall be deemed or construed to constitute a waiver 5 of any other or later violation or breach of the same or any other of 6 the terms, provisions and covenants herein contained. Forbearance by 7 Licensor in enforcement of one or more of the remedies herein provided 8 upon a breach by Licensee shall not be deemed or construed to 9 constitute a waiver of such breach. 10 (c) In the event of any litigation between the parties 11 respecting this Agreement, the prevailing party shall be entitled to 12 recover from the unsuccessful party its reasonable attorneys' fees and 13 costs as part of the judgment. 14 (d) Its is understood and agreed that there are no oral 15 agreements between the parties hereto affecting this Agreement and 16 this Agreement supersedes and cancels any and all previous 17 negotiations, arrangements, brochures, agreements and understandings, 18 if any, between the parties hereto and none shall be used to interpret 19 or construe this Agreement. This Agreement and the License granted 20 hereby may only be amended in a writing signed by the parties duly 21 authorized representatives, which such writing shall specifically 22 reference this Agreement. 23 (e) If there is more than one entity which constitutes 24 Licensee, the obligations imposed upon Licensee under this Agreement 25 shall be joint and several. 26 (f) Upon the expiration of this Agreement or the earlier 27 termination of this Agreement by Licensor, Licensee shall relinquish 28 possession of the Licensed Area and have removed all of its property I from the Licensed Area and shall deliver up and surrender the Licensed 2 Area to Licensor in as good a condition as when Licensee took 3 possession and otherwise in the condition required in this Agreement. 4 For each day or part of a day after the end of the Term or sooner 5 termination of this Agreement that Licensee shall have failed to do 6 the foregoing, Licensee shall, notwithstanding anything to the 7 contrary set forth in this Agreement and in addition to any other 8 obligation to pay money to Licensor contained herein, pay to Licensor 9 One Hundred Dollars ($100.00) (for each such day or part of a day). 10 In addition, if Licensee fails to so surrender the Licensed Area upon 11 the expiration or sooner termination of this Agreement, Licensee 12 agrees to indemnify, defend and hold Licensor harmless from all cost, 13 loss, expense or liability, including, without limitation, claims made 14 by any succeeding licensee or prospective tenant and real estate 15 brokers' claims and attorneys' fees. 16 (g) If any term, provision or condition contained in this 17 Agreement, shall, to any extent, be invalid or unenforceable, the 18 remainder of this Agreement shall not be affected thereby, and each 19 and every other term, provision and condition of this Agreement shall 20 be valid and enforceable to the fullest extent possibly permitted by 21 law. 22 (h) Notwithstanding anything in this Agreement to the 23 contrary, any remedy of Licensee for the collection of a judgment (or 24 other judicial process) requiring the payment of money by Licensor in 25 the event of any breach by Licensor hereunder or any claim, cause of 26 action or obligation, contractual, statutory or otherwise by Licensee 27 against Licensor concerning, arising out of or relating to any matter 28 relating to this Agreement and all of the covenants and conditions or -10- I any obligations, contractual, statutory or otherwise set forth herein, 2 shall be limited solely and exclusively to an amount which is equal to 3 the lesser of (i) Licenser's interest in the Licensed Area, or (ii) 4 the equity interest Licensor would have in the Licensed Area if the 5 Licensed Area were encumbered by a third -party debt equal to eighty 6 percent (800) of the value of the Licensed Area, as such value is 7 determined by Licensor. No other property or assets of Licensor, or 8 any Licensor Parties shall be subject to levy, execution or other 9 enforcement procedure for the satisfaction of Licensee's remedies 10 under or with respect to this Agreement, Licensor's obligations to 11 Licensee, whether contractual, statutory or otherwise, the 12 relationship of Licensor and Licensee hereunder, or Licensee's use or 13 occupancy of the Licensed Area. Licensee further understands that any 14 liability, duty or obligation of Licensor to Licensee, shall 15 automatically cease and terminate as of the date that Licensor or any 16 of Licensor Parties no longer have any right, title or interest in or 17 to the Licensed Area. 18 (i) This License is not to be construed as in any way 19 granting to Licensee any leasehold or other real property interest in 20 the Licensed Area, it being intended that this Agreement merely grants 21 to Licensee this License to enter upon and use the Licensed Area 22 during the Term in accordance with the terms and conditions hereof and 23 shall not be deemed to grant to Licensee a leasehold or other real 24 property interest in the Licensed Area. 25 (j) Licensee and Licensor represent and warrant that 26 neither has had any dealings with any realtors, brokers or agents in 27 connection with the negotiation of this Agreement. Licensee further 28 agrees to pay any realtors, brokers or agents, and to hold Licensor -11- 1 2 3 4 5 6 7 8 9 10 11 12'. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 harmless from Licensee's failure to pay any realtors, brokers or agents and from any cost, expense or liability for any compensation, commission or charges claimed by other realtors, brokers or agents claiming by, through or on behalf of Licensee with respect to this Agreement and/or the negotiation hereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized individuals effective as of the date first written above. ATTEST: BRUCE V. MALKENHORST, City Cler APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney an CITY OF VERNON LEONIS C. MALBURG, Mayor VALVERDE CONSTRUCTION, INC. By: Title: By: Title. -12- EXHIBIT FAW 329' , a s T lo• f AC i t � I 20' cO TYP, i ( 10 I t ate II I l.. _"+ _ JAGI I T I AC I ,J loe SOIL F'1 BASIN SOIL !A t i i SOIL -I A II� r4l 3of AC �WYYii�Y1WYWWIWYYYYYY�MYY�M WY•��•�•••YW4/YIUWN•�����••YY���•�••�Y�M � r i ss ..�: as as as asmsas ,�.�ss ve rea 329 axeQmx aaecaassa�sas as r. s��s�ms�msaaaame „ 55TH Sr. I SITE PLAN SME..650' AO RENTAL AREA saw.a CffY OF ww" aaawr,�vr CITY FACILITY m Ow — 55TH ST. CITY YARD EXHIBIT is I EXHIBIT B 2 INSURANCE SCHEDULE (Licensee) 3 The Licensee shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I Coverage and Limits 5 Bodily Injury Pro e rtDamage 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 lI. General 12 Premises Operations $1,000,000 $2,000,000 $1,000,000 13 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 14 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liabilitv $1,000,000 $2,000,000 $1,000,000 15 Umbrella Liability $1,000,000 $1,000,000 $1,000,000 16 a. The general liability policy shall contain the following special endorsements which shall be noted on 17 or attached to the standard certificate of insurance: 18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 19 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material 20 reduction of coverage. 3. An endorsement providing coverage for all operations under this Contract. 21 4. Such other endorsement as may be required by addendum hereto. 22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Only certification of the following proofs will be 23 accepted: 24 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 25 statements in the standard certificate of insurance (attached thereto) are true and correct and that 26 the signator is an officer authorized to so certify. 27 A copy of each policy certified by an officer of the underwriter or carrier and notarized. 28 EXHIBIT "B" SUPPORTING DOCUMENTS n i { LICENSE AGREEMENT THIS LICENSE AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 17th day of September, 2003, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN AND THE CITY OF VERNON (hereinafter referred to as "Licensor") 4305 Santa Fe Avenue Vernon, CA 90058-0805 VALVERDE CONSTRUCTION, INC. (hereinafter referred to as "Licensee") 10936 Shoemaker Avenue Santa Fe Springs, CA 90670 WHEREAS, Licensor owns that certain real property located in the City of Vernon, County of Los Angeles, State of California, which is located at 2251 55th Street, as shown on Exhibit "A", which is attached hereto and made a part hereof by reference; and WHEREAS, Licensee is constructing a recycled water line for Licensor (the "Project") and has been unable to find a suitable yard needed to store equipment and material during the construction of the Project; and WHEREAS, Licensee has requested that it be allowed to use a portion of Licensor's public yard for their required storage area; and WHEREAS, Licensee wishes to license 10,000 square feet of the public yard, as depicted in Exhibit "A," for storage purposes by licensee during the construction of the recycled waterline; and I WHEREAS, the City Council of the City of Vernon has found 2 and determined that the described portion of said real property is not 3 necessary for immediate use and that occupancy by Licensee on a short 4 term basis, pursuant to the terms and conditions set forth herein, 5 would be compatible with the use to which the property is presently 6 dedicated; and 7 WHEREAS, the parties hereto desire to jointly provide for 8 the use of said property in such a manner as to be compatible with the 9 City's needs and uses of said property. 10 NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREIN 11 CONTAINED AND THE MUTUAL BENEFIT TO EACH PARTY, IT IS HEREBY AGREED AS 12 HEREIN SET FORTH: 13 SECTION 1. Licensed Area. Licensor grants to Licensee, 14 for the sole benefit of Licensee, an exclusive, non -assignable license 15 to use the licensedarea depicted in Exhibit "A" (the "Licensed Area") 16 for the sole purpose of storing equipment and materials in connection 17 with Licensee's construction of the Project and for no other purpose. 18 No fueling of vehicles shall be allowed on the Licensed Area. The use 19 of the foregoing license is conditioned upon Licensee's compliance 20 with each and every term and condition set forth herein. Licensee 21 hereby accepts the Licensed Area in its current "AS IS" condition and 22 acknowledges that there have been no representations or warranties, 23 express or implied, made by or on behalf of Licensor with respect to 24 the premises or the Licensed Area, or with respect to the suitability 25 of the Licensed Area for the conduct of Licensee's business. The term 26 of this License shall commence on September 17, 2003 and shall 27 continue until terminated pursuant to Section 8. 28 SECTION 2. License Fee. Licensee shall pay to Licensor at -2- 1 the time of acceptance of the license the sum of Six Hundred and Fifty 2 Dollars ($650) for the period September 18, 2003 through September 30, 3 2003. Thereafter, Licensee shall pay Licensor a license fee for its 4 use of the licensed area in the amount of One Thousand Five Hundred 5 Dollars ($1,500.00) per month, payable without notice or demand and 6 without any set off or deduction whatsoever on or prior to the first 7 day of each month. A five percent (5%) late fee will be charged if 8 the license fee is not received by Licensor on or before the 5th day 9 of the month. Any license fee payable by Licensee to Licensor that is 10 not paid within seven (7) days of when due shall bear interest from 11 the due date until paid at a rate equal to the lesser of: (a) the 12 highest rate permitted by law; or (b) ten percent (10%) per annum. 13 Upon termination, pursuant to Section 8 any prorated amount which is 14 due and payable to Licensee shall be refunded by Licensor when the 15 property has been vacated in proper order. 16 SECTION 3. Maintenance and Alteration of Property. 17 Licensee shall be required to put in a chain -link steel fence around 18 the perimeter of the Licensed Area. Licensee shall also pay for all 19 materials placed upon said property, shall not affix any permanent 20 equipment or buildings to said property, shall not cause or permit any 21 liens of any kind or nature to be levied against said premises for any 22 work done or materials furnished thereon and shall perform all 23 reasonable maintenance, including but not limited to removing all 24 weeds and debris. 25 SECTION 4. Licensor's Right to Enter. Licensor, its 26 agents, representatives, and employees reserve and shall at any and 27 all times have the right to enter the Licensed Area at all reasonable 28 or necessary times for the purposes of carrying on business or -3- '*s 1 activities requiring the use of any or all of the Licensed Area until 2 such business or activities are complete. 3 SECTION 5. Indemnification. Licensee agrees and 4 acknowledges that its use of the Licensed Area is at its sole risk and 5 Licensee hereby waives, releases and absolves Licensor, its officers, 6 agents, employees, licensees and invitees (the "Licensor Parties") 7 from any and all costs, losses, damages, expenses, and liability, 8 whether foreseeable or not, from any cause whatsoever, that Licensee 9 may suffer to its personal property located anywhere in the Licensed 10 Area or that it or its agents, employees, principals, and invitees may 11 suffer as a direct or indirect consequence of Licensee's use of the 12 Licensed Area or access areas to the Licensed Area or for any other 13 reason arising from or related to this Agreement. Licensee shall 14 indemnify, defend and hold harmless Licensor, its officers, agents and 15 employees against and from any and all claims arising from Licensee's 16 use of the Licensed Area from any activity, work or other thing done, 17 permitted or suffered by the Licensee in or about the Licensed Area 18 and shall further indemnify and hold harmless Licensor against and 19 from any and all claims arising from any act or negligence of the 20 Licensee or any officer, agent, employee, guest or invitee of the 21 Licensee, and from and against all costs, attorney's fees, expenses 22 and liabilities incurred by reason of any such claim or any action or 23 proceedings brought against Licensor by reason of any such claim. 24 Licensee, upon notice from Licensor, shall defend the same at 25 Licensee's expense by counsel reasonably satisfactory to Licensor. 26 Licensee, as a material part of the consideration to Licensor, hereby 27 assumes all risk of damage to property or injury to persons in, upon 28 or about the Licensed Area from any cause other than Licensor's -4- I negligence, and Licensee hereby waives all claims in respect thereof 2 against Licensor. 3 SECTION 6. Insurance. Throughout the term of this 4 Agreement Licensee shall, at its sole cost, keep or cause to be kept 5 in force, for the mutual benefit of Licensor and Licensee, insurance 6 policies in the amount and proof thereof in accordance with the 7 insurance schedule attached hereto as Exhibit "B" and made'a part 8 hereof by reference. Licensor may revise the nature or amount of 9 insurance coverage required to be kept in force by Licensee upon 10 thirty (30) days written notice to Licensee. 11 SECTION 7. License Not Transferable. Licensee shall not, 12 either voluntarily or by operation of law, transfer, mortgage, pledge, 13 hypothecate, or encumber this license or any interest therein, and 14 shall not sublet the Licensed Area or any part thereof, or any right 15 or privilege appurtenant thereto, or suffer any other person 16 (employees, agents and servants of Licensee excepted) to occupy or use 17 the said premises, or any portion thereof. Licensee shall not assign 18 this license without the written consent of the Licensor. 19 SECTION 8. Termination. 20 (a) This license may be terminated by Licensee after 21 providing Licensor with fifteen (15) days advance notice and complying 22 with all terms regarding cleanup and status of the property. 23 (b) This license is also terminable at will by Licensor 24 upon giving thirty (30) days written notice to Licensee. This License 25 may also be terminated for breach or for cause by giving ten (10) days 26 notice in writing with a statement setting forth the breach or cause. 27 Interference with the Licensor's use of the non -licensed portion of 28 the property for whatever purpose shall constitute cause for -5- termination. Licensor shall have the right to enter and take possession of said premises upon the termination of this license, in addition to any other remedy provided by law or this license. Such notice may be given by delivering the same personally or by mailing the same to the address hereinabove given or to such address as each may in writing from time to time direct, and the giving of such notice by mail shall be complete at the time of mailing. Upon termination of this license, Licensee shall leave the premises clear of all debris and weeds and shall return the property in the same or better condition, as it was in prior to the effective date of this Agreement. All appurtenances (chain -link fence and posts) shall be in proper working condition as determined by the Director of Community Services. Failure to restore the property to the satisfaction of the Director will result in the Licensor having the necessary work done at the expense of the Licensee. SECTION 9. Waivers. Failure by either party to exercise any of the stipulated rights arising under this license shall not be considered a waiver of any right or condition hereof. SECTION 10. Entire Agreement. This license contains the entire agreement of the parties and cannot be amended or modified except by a written agreement. SECTION 11. Recordation. This license shall not be recorded. SECTION 12. Governing Law. This license shall be construed and interpreted in accordance with the laws of the State of California. SECTION 13. Use of Property. Licensee shall not use the premises or permit anything to be done in or about the Licensed Area I which will in any way conflict with any law, statute, ordinance or 2 governmental rule or regulation now in force or which may hereafter be 3 enacted or promulgated. Licensee shall, at its sole cost and expense, 4 promptly comply with all laws, statutes, ordinances and governmental 5 rules, regulations or requirements now in force or which may hereafter 6 be in force and with the requirements of any board of fire insurance 7 underwriters or similar bodies now or hereafter constituted relating 8 to or affecting the condition, use or occupancy of the Licensed Area. 9 A judgment of any court of competent jurisdiction. or the admission of 10 Licensee in any action against Licensee whether Licensor be a party 11 thereto or not, that Licensee has violated any law, statute, ordinance 12 or governmental rule, regulation or requirement, shall be conclusive 13 of that fact as between the Licensor and Licensee. 14 Licensee acknowledges that Licensor shall have no 15 responsibility for management of the Premises. Licensee, at 16 Licensee's sole cost and expense, will maintain and take good care of 17 the Licensed Area including any fixtures and appurtenances thereto, 18 and make any and all repairs thereto (whether structural or non- 19 structural, foreseen or unforeseen) as and when needed to preserve 20 ahem in good working order and condition. Licensee acknowledges and 21 agrees that in no event will Licensor be obligated to make any 22 repairs, alterations or improvements to the Licensed Area or to 23 otherwise prepare the Licensed Area for Licensee's use. All damage or 24 injury to the Licensed Area or to any other part of the Licensed Area 25 or premises, or to its fixtures, equipment and appurtenances, whether 26 requiring structural or nonstructural repairs, caused by or resulting 27 from misuse or negligent conduct or omission of Licensee, Licensee's 28 agents, employees, or invitees will be repaired, at Licensee's sole -7- i 1 2 3 4 5 6 71 8' 9 10 11 12 13 14 15 16 17 18 19 20 21' 22 23 24 25 26 27 28 cost and expense, by Licensee to Licensor's reasonable satisfaction. Licensee also will repair all damage to the premises and the Licensed Area caused by the moving of Licensee's property. It at any time any public authority requires the installation of any type of sign or signal (including, but not limited to, warning signs) upon or near the Licensed Area during the term of this Agreement, Licensee shall pay any and all costs of installation, maintenance, and inspection of said sign/s or signal/s. SECTION 14. Notices. Any notices, demands or other communications required or desired to be given or made under the terms of this License Agreement shall be in writing and personally served, or served by United States Mail with postage thereon fully prepaid and addressed as follows: LICENSOR City Administrator/City Clerk City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-0805 LICENSEE Valvarde Construction 10936 Shoemaker Avenue Santa Fe Springs, CA 90670 Any notice, demand or other communication shall be deemed given or made on the day personally served, or, if service is by mail, three (3) days following the date such notice was deposited in the United States mail with postage thereon fully prepaid. Q70MTnM l r, Mi crol l mnonnc (a) Time is of the essence of this Agreement and each of its provisions. (b) If default shall be made in any of the covenants or agreements of Licensee contained in this Agreement, or in case of any assignment or transfer of this License by operation of law, Licensor I . e 1 may at its.option, terminate this License by serving three (3) days' 2 notice in writing upon Licensee. No waiver by Licensor of any 3 violation or breach of any of the terms, provisions and covenants 4 herein contained shall be deemed or construed to constitute a waiver 5 of any other or later violation or breach of the same or any other of 6 the terms, provisions and covenants herein contained. Forbearance by 71 Licensor in enforcement of one or more of the remedies herein provided 8 upon a breach by Licensee shall not be deemed or construed to 9 constitute a waiver of such breach. 10 (c) In the event of any litigation between the parties 11 respecting this Agreement, the prevailing party shall be entitled to 12 recover from the unsuccessful party its reasonable attorneys' fees and 13 costs as part of the judgment. 14 (d) Its is understood and agreed that there are no oral 15 agreements between the parties hereto affecting this Agreement and 16 this Agreement supersedes and cancels any and all previous 17 negotiations, arrangements, brochures, agreements and understandings, 18 if any, between the parties hereto and none shall be used to interpret 19 or construe this Agreement. This Agreement and the License granted 20 hereby may only be amended in a writing signed by the parties duly 21 authorized representatives, which such writing shall specifically 22 reference this Agreement. 23 (e) If there is more than one entity which constitutes 24 Licensee, the obligations imposed upon Licensee under this Agreement 25 shall be joint and several. 26 (f) Upon the expiration of this Agreement or the earlier 27 termination of this Agreement by Licensor, Licensee shall relinquish 28 possession of the Licensed Area and have removed all of its property I from the Licensed Area and shall deliver up and surrender the Licensed 2 Area to Licensor in as good a condition as when Licensee took 3 possession and otherwise in the condition required in this Agreement. 4 For each day or part of a day after the end of the Term or sooner 5 termination of this Agreement that Licensee shall have failed to do 6 the foregoing, Licensee shall, notwithstanding anything to the 7 contrary set forth in this Agreement and in addition to any other 8 obligation to pay money to Licensor contained herein, pay to Licensor 9 One Hundred Dollars ($100.00) (for each such day or part of a day). 10 In addition, if Licensee fails to so surrender the Licensed Area upon 11 the expiration or sooner termination of this Agreement, Licensee 12 agrees to indemnify, defend and hold Licensor harmless from all cost, 13 loss, expense or liability, including, without limitation, claims made 14 by any succeeding licensee or prospective tenant and real estate 15 brokers' claims and attorneys' fees. 16 (g) If any term, provision or condition contained in this 17 Agreement, shall, to any extent, be invalid or unenforceable, the 18 remainder of this Agreement shall not be affected thereby, and each 19 and every other term, provision and condition of this Agreement shall 20 be valid and enforceable to the fullest extent possibly permitted by 21 law. 22 (h) Notwithstanding anything in this Agreement to the 23 contrary, any remedy of Licensee for the collection of a judgment (or 24 other judicial process) requiring the payment'of money by Licensor in 25 the event of any breach by Licensor hereunder or any claim, cause of 26 action or obligation, contractual, statutory or otherwise by Licensee 27 against Licensor concerning, arising out of or relating to any matter 28 relating to this Agreement and all of the covenants and conditions or -10- I any obligations, contractual, statutory or otherwise set forth herein, 2 shall be limited solely and exclusively to an amount which is equal to 3 the lesser of (i) Licensor's interest in the Licensed Area, or (ii) 4 the equity interest Licensor would have in the Licensed Area if the 5 Licensed Area were encumbered by a third -party debt equal to eighty 6 percent (80%) of the value of the Licensed Area, as such value is 7 determined by Licensor. No other property or assets of Licensor, or 8 any Licensor Parties shall be subject to levy, execution or other 9 enforcement procedure for the satisfaction of Licensee's remedies 10 under or with respect to this Agreement, Licensor's obligations to 11 Licensee, whether contractual, statutory or otherwise, the 12 relationship of Licensor and Licensee hereunder, or Licensee's use or 13 occupancy of the Licensed Area. Licensee further understands that any 14 liability, duty or obligation of Licensor to Licensee, shall 15 automatically cease and terminate as of the date that Licensor or any 16 of Licensor Parties no longer have any right, title or interest in or 17 to the Licensed Area. 18 (i) This License is not to be construed as in any way 19 granting to Licensee any leasehold or other real property interest in 20 the Licensed Area, it being intended that this Agreement merely grants 21 to Licensee this License to enter upon and use the Licensed Area 22 during the Term in accordance with the terms and conditions hereof and 23 shall not be deemed to grant to Licensee a leasehold or other real 24 property interest in the Licensed Area. 25 (j) Licensee and Licensor represent and warrant that 26 neither has had any dealings with any realtors, brokers or agents in 27 connection with the negotiation of this Agreement. Licensee further 28 agrees to pay any realtors, brokers or agents, and to hold Licensor -11- 4 5 6 7 8 9 10 11 12 131 14 15 16 17 18 19 20 21 22 23 24 25 26 2711 2811 harmless from Licensee's failure to pay any realtors, brokers or agents and from any cost, expense or liability for any compensation, commission or charges claimed by other realtors, brokers or agents claiming by, through or on behalf of Licensee with respect to this Agreement and/or the negotiation hereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized individuals effective as of the date N first written above. ATTES : BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney CITY OF VERNON BY 2Jit�i� EONIS C. MAL URG, M yor VALVERDE QDISZ2UCTION, INC. B Title: VICo, �+'e5,�-�' By: Title: wes By: V !i Title:-reA-<�Ix,6W -12- 329' fT SITE PLAN �!`a ♦ OA RENTAL AREA adWw- APM �, CITY FACIL17Y lawrAm 55TH ST. CITY YARD «- 1 ow MOM ._ m AM. ,. ------- i 1 EXHIBIT B 2 INSURANCE SCHEDULE (Licensee) 3 The Licensee shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I Coveraize and Limits 5 Bodily Injury Property Damage 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per emnloYer 11 II. General 12 Premises Operations $1,000,000 $2,000,000 $1,000,000 13 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 14 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 15 Umbrella Liability $1,000,000 $1,000,000 $1,000,000 16 a. The general liability policy shall contain the following special endorsements which shall be noted on 17 or attached to the standard certificate of insurance: 18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 19 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material 20 reduction of coverage. 3. An endorsement providing coverage for all operations under this Contract. 21 4. Such other endorsement as may be required by addendum hereto. 22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Only certification of the following proofs will be 23 accepted: 24 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 25 statements in the standard certificate of insurance (attached thereto) are true and correct and that 26 the signator is an officer authorized to so certify. 27 — A copy of each policy certified by an officer of the underwriter or carrier and notarized. 28 EXHIBIT "B"