Resolution No. 8923 (3)1
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RESOLUTION NO. 8923
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN ACCESS AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND DYNAMIC BUILDERS, INC. FOR PROPERTY
LOCATED AT 4900 BANDINI BOULEVARD
WHEREAS, by Resolution No. 8850 adopted on September 7, 2005,
the City of Vernon approved the sale of real property located at 4900
Bandini Boulevard (the "Property") to Dynamic Builders, Inc.
("Dynamic") for future development; and
WHEREAS, the City and Dynamic are in the process of
negotiating a lease of the Property to allow Dynamic to construct
certain improvements on the Property prior to the closing of the sale
of the Property to Dynamic; and
WHEREAS, prior to executing a lease, Dynamic is requesting
access to the Property for purposes of installing a trailer on the
Property and undertaking mobilization activities on the Property as
preliminary steps to commencing construction; and
WHEREAS, the City desires to enter into an agreement with
Dynamic setting forth the terms and conditions under which the City
will grant access to the Property.
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
land correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Access Agreement with Dynamic, in substantially the same
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form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes and empowers the Acting City Clerk and/or his designee to
make whatever non -substantive and administrative changes, upon advice
of counsel, to the form.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor Pro Tem to execute the Agreement for, and on
behalf of, the City of Vernon and the Acting City Clerk is hereby
authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one original
signed Agreement to:
Sandra Slon, Esq.
Troy & Gould
1801 Century Park East, 16th Floor
Los Angeles, CA 90067-2367
SECTION 6: The Acting 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 4th day of January, 2006.
THOMAS A. YB RRA, Mayor Pro Tem
ATTEST:
BRUCE V. MALKENHORST, JR., Acting City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8923, was duly adopted by the City Council of the City
of Vernon at an adjourned regular meeting of the City Council duly held
on Wednesday, January 4, 2006, and thereafter was duly signed by the
Mayor Pro Tem of the City of Vernon.
G�
(SEAL)
BRUCE V. MALKENHORST, JR.
Acting City Clerk
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EXHIBIT
0
ACCESS AGREEMENT
This Access Agreement (this "Agreement") is entered into as of January 4, 2006
by and between the City of Vernon (the "City") and Dynamic Builders, Inc., a California
corporation ("Dynamic") in regard to the property located at 4900 Bandini Blvd., City of
Vernon, State of California (the "Property"), based on the following facts and circumstances:
A. The City and Dynamic are in the process of negotiating a lease (the "Lease")
with respect to the Property. Pursuant to the Lease, Dynamic will be constructing certain
improvements on the Property in accordance with plans and specifications that are subject to the
approval of the City.
B. Dynamic desires to install a trailer on the Property and undertake mobilization
activities on the Property (as preliminary steps to commencing construction) prior to the
execution of the Lease, and the City desires to grant to Dynamic a license to enter the Property
for purposes of installing the trailer and performing the mobilization for construction on the
terms and conditions of this Agreement.
Therefore, the parties agree as follows:
l . Under the terms of this Agreement, Dynamic is permitted only to install a trailer
at a location on the Property approved by the City and undertake mobilization, as defined herein,
on the terms and conditions set forth herein, and as otherwise required by the City.
(a) The trailer is to be used solely for on -site construction offices for project
management and supervision, and its size, weight, and location are to be
approved in writing by the City prior to installation.
(b) For purposes of this Agreement, mobilization shall refer to the importation
of soil onto the Property. Prior to the importation of any soil onto the
Property, Dynamic will provide the City with (i) all requested information,
including, without limitation, documentation of where the soil was
excavated from (including address, zoning, and prior use of the site); (ii)
an estimate of the quantity of soil to be imported; and (iii) soil sampling
analyses, acceptable to the City in its sole judgment, to assure that the soil
is not contaminated. Importation of the soil shall not commence until the
City has provided written approval, which approval will be based on the
documentation and soil samples provided by Dynamic.
(c) Dynamic will not commence any grading or construction until the Lease
has been signed, and the plans have been approved by the City and
appropriate permits have been issued by the City. A grading permit will
not be issued until the City has approved Dynamic's storm water pollution
prevention plan and reviewed and approved the nature and quantity of soil
to be imported.
01910/0030 132152.2
(d) Upon receipt of prior written approval from the City and subject to any
conditions established by the City, Dynamic's mobilization may also
include the right to install temporary utilities, webcam, and project
signage. The City's execution of this Agreement does not obligate the
City to consent to installation of temporary utilities, webcam, or project
signage.
(e) Collectively, the installation of the trailer and the mobilization shall be
referred to as the "Preliminary Work".
2. If negotiations of the Lease conclude unsuccessfully, Dynamic shall promptly
remove the trailer and cease all mobilization at the Property, remove all of its equipment located
at the Property (including any temporary utilities and signage), and repair any damage done to
the Property by Dynamic, its employees, agents, consultants, contractors, or subcontractors
(collectively, the "Dynamic Parties") at Dynamic's sole cost and expense.
3. The performance of the Preliminary Work shall be at Dynamic's sole cost,
expense and risk. All Preliminary Work shall be undertaken in accordance with good and proper
techniques, using personnel and equipment qualified to perform the work being undertaken, and
shall be undertaken in compliance with all applicable statutes, codes, ordinances and regulations.
All required permits will be properly obtained. Any holes, borings, trenches, or other invasive
work performed at the Property by the Dynamic Parties will be properly filled in or returned to
the condition existing prior to entry by the Dynamic Parties, and any unsafe conditions at the
Property caused by the Dynamic Parties shall be repaired and the Property shall be returned to
the condition existing prior to entry by the Dynamic Parties.
4. Dynamic, for itself, its officers, directors, shareholders, the Dynamic Parties, and
others entering onto the Property at the request of Dynamic, hereby releases the City, its elected
officials, staff, employees, representatives and agents (the "City Parties") from all claims,
actions, losses, damages, injuries, costs and expenses (including, without limitation, reasonable
attorneys' fees and costs), including all claims of illness, injury, death, or property damage,
arising out of or resulting from any Dynamic Parties entering onto the Property or performing
any work thereon.
5. Dynamic agrees that it does not have any claim to any leasehold or other interest
or estate of any kind in the Property by virtue of this Agreement.
6. Prior to entering onto the Property, Dynamic shall (i) procure, pay for and keep in
full force and effect until the completion of its Preliminary Work, an occurrence form
commercial general liability policy with respect to the Property and the activities of the Dynamic
Parties relating to the Property in which the limits with respect to personal injury or death and
property damage shall not be less than Two Million Dollars ($2,000,000) per occurrence, (ii)
procure, pay for and keep in full force and effect until the completion of its Preliminary Work, or
require Dynamic's contractors to procure, pay for and keep in full force and effect until the
completion of the Preliminary Work, an occurrence form pollution liability insurance policy with
respect to the Property and the activities of the Dynamic Parties relating to the Property in which
the limits shall not be less than Two Million Dollars ($2,000,000) per occurrence, and (iii)
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01910/0030 132152.2
maintain in full force and effect until the completion of the Preliminary Work, Workers'
Compensation and Employer's Liability Insurance as required by law with a limit of liability of
at least $1,000,000 each occurrence/aggregate. Each of the foregoing policies under (i) shall
name the City Parties as an additional insured party as its interests may appear. The policy
described in clause (i) shall include contractual liability coverage, oral and written, operations
premises liability, personal injury, independent contractors, broad form property damage, and
cross -liability coverage. Dynamic shall provide the City with certificates of insurance
evidencing such insurance prior to entering or allowing its contractors to enter the Property. All
of the policies for the foregoing insurance shall be with responsible companies, and shall provide
that the City shall be given thirty (30) days' prior written notice of any alteration or termination
of coverage.
7. Dynamic shall cause the Dynamic Parties to coordinate with the City in
connection with the Preliminary Work. Dynamic shall provide the City with advance notice of
any entry onto the Property including a description of what work is planned, and in what areas of
the Property the work will be performed, to ensure that entry is safe and will not interfere with
future work to be undertaken by the City.
8. Dynamic shall promptly pay for any work done or material furnished by or on
behalf of Dynamic in or about the Property and will not permit or suffer any lien to attach to the
Property and shall have no authority or power, express or implied, to create or cause any lien,
charge or encumbrance of any kind against the Property.
9. Dynamic shall defend and hold the City Parties harmless from and against all
claims, liabilities, losses, damages and expenses of whatever nature, including those to the
person and property of the Dynamic Parties and others, arising out of or in connection with
performance of the Preliminary Work or any other work or entry at the Property.
10. This Agreement may be executed in counterparts, and facsimile signatures shall
be enforceable and binding on the parties, provided, however, that the parties shall exchange
originally signed documents on a reasonably prompt basis.
Executed as of the date first above written.
Dynamic Builders, Inc.
By:
Name:
Title:
By:
Name:
Title:
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01910/0030 132152.2
City of Vernon
By:
Name:
Title:
Attest:
By:
Name:
Title:
Approved as to Form:
By:_
Name:
Title:
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01910/0030 132152.2
SUPPORTING
DOCUMENTS
ACCESS AGREEMENT
This Access Agreement (this "Agreement") is entered into as of January 4, 2006
by and between the City of Vernon (the "City") and Dynamic Builders, Inc., a California
corporation ("Dynamic") in regard to the property located at 4900 Bandini Blvd., City of
Vernon, State of California (the "Property"), based on the following facts and circumstances:
A. The City and Dynamic are in the process of negotiating a lease (the "Lease")
with respect to the Property. Pursuant to the Lease, Dynamic will be constructing certain
improvements on the Property in accordance with plans and specifications that are subject to the
approval of the City.
B. Dynamic desires to install a trailer on the Property and undertake mobilization
activities on the Property (as preliminary steps to commencing construction) prior to the
execution of the Lease, and the City desires to grant to Dynamic a license to enter the Property
for purposes of installing the trailer and performing the mobilization for construction on the
terms and conditions of this Agreement.
Therefore, the parties agree as follows:
I . Under the terms of this Agreement, Dynamic is permitted only to install a trailer
at a location on the Property approved by the City and undertake mobilization, as defined herein,
on the terms and conditions set forth herein, and as otherwise required by the City.
(a) The trailer is to be a standard size construction trailer that is to be used
solely for on -site construction offices for project management and
supervision. It will be located on the north end of the site, and its exact
location is to be approved in writing by the City prior to installation..
(b) For purposes of this Agreement, mobilization shall refer to the importation
of soil onto the Property. Prior to the importation of any soil onto the
Property, Dynamic will provide the City with (i) all requested information,
including, without limitation, documentation of where the soil was
excavated from (including address, zoning, and prior use of the site); (ii)
an estimate of the quantity of soil to be imported; and (iii) soil sampling
analyses, acceptable to the City in its sole judgment, to assure that the soil
is not contaminated. Importation of the soil shall not commence until the
City has provided written approval, which approval will be based on the
documentation and soil samples provided by Dynamic.
(c) Dynamic will not commence any grading or construction until the Lease
has been signed, and the associated plans have been approved by the City
and appropriate permits have been issued by the City. A grading permit
will not be issued until the City has approved Dynamic's storm water
pollution prevention plan and reviewed and approved the nature and
quantity of soil to be imported.
01910/0030 132152.3
(d) Upon receipt of prior written approval from the City and subject to any
conditions established by the City, Dynamic's mobilization may also
include the right to install temporary utilities, webcam, and project
signage. The City's execution of this Agreement does not obligate the
City to consent to installation of temporary utilities, webcam, or project
signage.
(e) Collectively, the installation of the trailer and the mobilization shall be
referred to as the "Preliminary Work".
2. If negotiations of the Lease conclude unsuccessfully, this Agreement shall be
terminated, and Dynamic shall promptly remove the trailer and cease all mobilization at the
Property, remove all of its equipment located at the Property (including any temporary utilities
and signage), and repair any damage done to the Property by Dynamic, its employees, agents,
consultants, contractors, or subcontractors (collectively, the "Dynamic Parties") at Dynamic's
sole cost and expense.
3. The performance of the Preliminary Work shall be at Dynamic's sole cost,
expense and risk. All Preliminary Work shall be undertaken in accordance with good and proper
techniques, using personnel and equipment qualified to perform the work being undertaken, and
shall be undertaken in compliance with all applicable statutes, codes, ordinances and regulations.
All required permits will be properly obtained. Any holes, borings, trenches, or other invasive
work performed at the Property by the Dynamic Parties will be properly filled in or returned to
the condition existing prior to entry by the Dynamic Parties, and any unsafe conditions at the
Property caused by the Dynamic Parties shall be repaired. If this Agreement is terminated and
the Lease is not signed by the parties, the Property shall be returned promptly to the condition
existing prior to entry by the Dynamic Parties.
4. Dynamic, for itself, its officers, directors, shareholders, the Dynamic Parties, and
others entering onto the Property at the request of Dynamic, hereby releases the City, its elected
officials, staff, employees, representatives and agents (the "City Parties") from all claims,
actions, losses, damages, injuries, costs and expenses (including, without limitation, reasonable
attorneys' fees and costs), including all claims of illness, injury, death, or property damage,
arising out of or resulting from any Dynamic Parties entering onto the Property or performing
any work thereon.
5. Dynamic agrees that it does not have any claim to any leasehold or other interest
or estate of any kind in the Property by virtue of this Agreement.
6. Prior to entering onto the Property, Dynamic shall (i) procure, pay for and keep in
full force and effect until the completion of its Preliminary Work, an occurrence form
commercial general liability policy with respect to the Property and the activities of the Dynamic
Parties relating to the Property in which the limits with respect to personal injury or death and
property damage shall not be less than Two Million Dollars ($2,000,000) per occurrence, (ii)
procure, pay for and keep in full force and effect until the completion of its Preliminary Work, or
require Dynamic's contractors to procure, pay for and keep in full force and effect until the
completion of the Preliminary Work, an occurrence form pollution liability insurance policy with
-2-
01910/0030 132152.3
respect to the Property and the activities of the Dynamic Parties relating to the Property in which
the limits shall not be less than Two Million Dollars ($2,000,000) per occurrence, and (iii)
maintain in full force and effect until the completion of the Preliminary Work, Workers'
Compensation and Employer's Liability Insurance as required by law with a limit of liability of
at least $1,000,000 each occurrence/aggregate. Each of the foregoing policies under (i) shall
name the City Parties as an additional insured party as its interests may appear. The policy
described in clause (i) shall include contractual liability coverage, oral and written, operations
premises liability, personal injury, independent contractors, broad form property damage, and
cross -liability coverage. Dynamic shall provide the City with certificates of insurance
evidencing such insurance prior to entering or allowing its contractors to enter the Property. All
of the policies for the foregoing insurance shall be with responsible companies, and shall provide
that the City shall be given thirty (30) days' prior written notice of any alteration or termination
of coverage.
7. Dynamic shall cause the Dynamic Parties to coordinate with the City in
connection with the Preliminary Work. Dynamic shall provide the City with advance notice of
any entry onto the Property including a description of what work is planned, and in what areas of
the Property the work will be performed, to ensure that entry is safe and will not interfere with
future work to be undertaken by the City.
8. Dynamic shall promptly pay for any work done or material furnished by or on
behalf of Dynamic in or about the Property and will not permit or suffer any lien to attach to the
Property and shall have no authority or power, express or implied, to create or cause any lien,
charge or encumbrance of any kind against the Property.
9. Dynamic shall defend and hold the City Parties harmless from and against all
claims, liabilities, losses, damages and expenses of whatever nature, including those to the
person and property of the Dynamic Parties and others, arising out of or in connection with
performance of the Preliminary Work or any other work or entry at the Property.
10. This Agreement may be executed in counterparts, and facsimile signatures shall
be enforceable and binding on the parties, provided, however, that the parties shall exchange
originally signed documents on a reasonably prompt basis.
Executed as of the date first above written.
Dynamic Builders, Inc.
r
By:PJOVA1ff*AO1fz
Name: fZ A A p Nth n! i N
Title: C H Av i ►ZM rh"
By:
Name:
Title:
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01910/0030 132152.3
City of Vernon
l
By: „ a
Name: Thomas A. Aarra
Title: Mayor Pro Tem
Attest:
By:
Name: Br� V. Mal enhorst, Jr_
Title: Acting City Clerk
Approved as to Form:
By:
Name: Eric T. F esch
Title: City Attorney
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01910/0030 132152.3