Resolution No. 2013-033 (4)CONTRACT/AMENDMENT SIGNATURE ROUTING FORM
CONTRACTOR: M G TKO 1-ky kS 1 ,J t, Lo�,L9a ii,n o_,
CONTRACT PURPOSE: -t-(�> rE42F-0{L*k
wtv t �Lu ru 6� t p` YN cI t R t tc, -0261 11 k S t -rE
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES 0 MATERIALS 0 BUDGETED D NOT BUDGETED
TOTAL CONTRACT VALUE: $ d Charge Acct. No(s) t L&^L&
Amendment Value $ ❑ Contract is an Amendment to Contract No. — (if Applicable)
RESPONSIBLE DEPARTMENT PERSON: K G v I .! W I LS e.b l PHONE: X Z�VS
AUTHORIZATION: t 4Approved by Council on Z —i9 -13
(Check One) Resolution No:Zot ' (if applicable)
D Approved by City Administrator on
Note. Attach supporting documentation
DAmendment Approved by (if applicable)
ROUTING SEQUENCE: (Please Follow In Order - Do not use N/A) Initials Date
(1) Responsible Department Person
Checks substance of contract and assembles two (2) copies of
Contract, insurance & bond documents, certifies compliance
With Competitive Bidding and Purchasing Ordinance
--)tte� t,L- t9-t3
(2) Liability and Claims
Approves insurance and sureties, if bonds required
(3) Finance (Purchasing)
Checks compliance with Competitive Bidding & Living Wage Ordinances
And reflected in current budget
(4) City Attorney /z
Approves contract as to form, verifies bonds and insurance included
(5) City Signatory
Signs all copies on behalf of City
(6) City Clerk
Attests signatures, numbers, files contract, insurance and bonds, and
transmits duplicate original to contractor
Rev. 4/25/13
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 20, 2013
Christopher B. Maffris
Vice President
Meta Housing Corporation
1640 S. Sepulveda Blvd., Suite 425
Los Angeles, CA 90025
RE: Right of Entry Agreement
Dear Mr. Maffris:
The insurance requirements have been met. Please find enclosed a fully executed original
agreement as referenced above, approved by City Council on February 19, 2013, through
Resolution No. 2013-33.
If you have any questions, please contact Kevin Wilson at (323) 583-8811 extension 245.
Thank you.
Sincere y, 7
Deborah R. Juar
Records Management Assistant
Enclosure
c: S. Kevin Wilson
Purchasing Department
Resolution No. 2013-33
Agreement File No. 13-014
E gcfusivefy Industrial
RIGHT OF ENTRY AGREEMENT .
This Right of Entry Agreement ("Agreement') is entered into as of November 20 , 2013
("License Date") by and between the City of Vernon, a California charter city and municipal
corporation ("City"), and Meta Housing Corporation, a California corporation ("Licensee").
City and Licensee hereby agree as follows:
1. Grant of License. City hereby grants Licensee temporary permission to enter
upon that certain real property located at 4675 52"a Drive in the City of Vernon (the "Property")
from any public right-of-way for the purposes of performing the Permitted Activities, as
described in Section 3 hereof. The Property is depicted on Exhibit "A" which is attached hereto
and incorporated herein.
2. Terms of License. Subject to the conditions, stipulations and provisions stated in
this Agreement, City grants revocable, non-exclusive permission to Licensee to enter the
Property Monday through Friday during normal City business hours and perform Permitted
Activities as described in Section 3 of this Agreement. Licensee is prohibited from doing any
activity on the Property that is not expressly stated to be one of the Permitted Activities.
Licensee shall provide notice to City of any entry onto the Property at least 24 hours in advance
of entry. This Agreement shall expire on the earliest of (1) completion of the Permitted
Activities, (2) the termination of the Disposition and Development Agreement between City and
Licensee, (3) the commencement of the Ground Lease between City and Licensee for the
Property, or (4) upon 7 days written notice by either party terminating this Agreement,
whether or not the Permitted Activities are complete. Licensee acknowledges and agrees that
in no event shall it be entitled to any compensation from City for any work performed upon the
Property pursuant to the terms of this License.
3. Permitted Activities. Licensee is permitted to undertake the following activities
(the "Permitted Activities") on the Property:
Installation and operation of vapor extraction venting equipment for remediation of
soil contamination on Property, subject to the approval of a work plan by the City of
Vernon Environmental Health Department and any other State or local agency that has
oversight of the remediation.
4. Permits Required. Licensee and its employees and agents shall comply with, and
shall assure the compliance of invitees with, all laws, statutes, ordinances and regulations that are
applicable to any of its activities upon the Property, whether or not Permitted Activities,
including and without limitation to, obtaining all approvals, permits and licenses required for
such activity.
5. Reservation of Rights. City reserves the right to use the Property so long as such
use does not unreasonably interfere with the use of the Property by Licensee.
6. Inspection of Property. Licensee and its employees and agents have inspected
the Property and represent to City that they are aware of or will make themselves aware of any
dangerous conditions on the Property, whether or not readily discoverable. Licensee accepts the
Property in its present condition, and agrees that it will make the Property safe for any activity
1035051.4 1
under its care and control on the Property, whether or not Permitted Activities, and that City is
not and shall not be obligated to make the Property safe or suitable for use by Licensee or for
anyone on the Property at the invitation or sufferance of Licensee, or otherwise to prepare the
Property or access to the Property in any manner whatsoever.
7. Repair and Restoration of Property. Upon the completion of the Permitted
Activities, and as specifically directed by City, Licensee shall leave the Property in, the same
condition as it existed when the Agreement commenced. Licensee shall immediately repair, at
its expense, any and all damage to the Property caused by Licensee's use thereof pursuant to this
Agreement.
Upon termination of this Agreement, and as specifically directed by City, Licensee shall
remove all personal property from the Property. Should anyone on the Property at the invitation
or sufferance of Licensee leave any personal property on the Property beyond the term provided
in this Agreement, City shall have the right without notice to sell, destroy, or otherwise dispose
of such property or to remove and store such property at Licensee's expense.
8. Liens. Licensee shall pay in full all persons who perform labor or provide
materials for the Permitted Activities. The licensee shall not permit or suffer any mechanic's
liens of any kind or nature to be enforced against any parcel of the City for any work performed
by Licensee pursuant to this Agreement. The Licensee shall indemnify and hold harmless the
City from and against any and all liens, claims, demands, costs or expenses whatsoever arising
out of or related to such labor performed or materials furnished. This indemnity shall survive the
expiration of this Agreement.
9. Limited Liability; Licensee Property. City does not assume, by this Agreement
or otherwise, any responsibility for, or to protect against, any loss, damage, theft or vandalism of
any property or material which Licensee may place upon the Property.
10. Indemnification; Limitation of Liability. Licensee agrees to indemnify, hold harmless
and defend (even if the allegations are false, fraudulent or groundless), to the maximum
extent permitted by law, the City, its City Council and each member thereof, and its
officers, employees, commission members and representatives (collectively, the "City
Parties"), from any and all liability, loss, suits, claims, damages, costs, judgments and
expenses (including attorneys fees and costs of litigation) (collectively, "Claims") which
in whole or in part result from, or arise out of, or are claimed to result from or to arise out
of: (a) any activity on or use of the Property by Licensee, its employees, representatives,
subcontractors, or agents or any performance under this Agreement by Licensee, its
employees, representatives, subcontractors, or agents; or (b) any acts, errors or omissions,
(including, without limitation, professional negligence) of Licensee, its employees,
representatives, subcontractors, or agents in connection with the performance of this
Agreement. This agreement to indemnify includes, but is not limited to, personal injury
(including death at any time) and property or other damage (including, but without
limitation, contract or tort or patent, copyright, trade secret or trademark infringement)
sustained by any person or persons (including, but not limited to, companies, or
corporations, Licensee and its employees or agents, and members of the general public).
The sole negligence or willful misconduct of City, its employees or agents (other than
Licensee or Licensee's subcontractors) are excluded from this indemnity agreement.
1035051 3J
Notwithstanding the foregoing, or anything contained herein to the contrary, Licensee
shall not be liable to the City Parties, nor shall Licensee have any obligation to hold
harmless, defend or indemnify the City Parties for any Claims hereunder if and to the
extent such Claim arises or results from (x) the gross negligence or willful misconduct of
the City Parties occurring on or after the License Date; (y) the mere presence of any
undiscovered hazardous materials located on the Premises prior to the License Date but
not described in environmental documents listed in Exhibit A; or (z) any failure by
Licensee or any of Licensee's Parties to restore the Premises to the condition existing
prior to the License Date following the completion of the Permitted Activities, except as
explicitly set forth herein.
11. Insurance. Licensee shall, at its own expense, procure and maintain policies of
insurance of the types and in the amounts set forth below, for the duration of this Agreement,
including any extensions thereto. The policies shall state that they afford primary coverage:
(a) Automobile liability with minimum limits of at least
$100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal
vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if
written on a commercial automobile liability form.
(b) General liability with minimum limits of at least $1,000,000 combined
single limits written on an Insurance Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations
and Personal Injury coverage is required. The City, its directors, commissioners, officers,
employees, agents and volunteers must be endorsed on the policy as additional insureds as
respects liability arising out of Licensee's performance of this Agreement.
(i) If Licensee employs other contractors as part of Licensee's
performance of this Agreement, Contractor's Protective Coverage is required. Licensee may
include all subcontractors as insureds under its own policy or shall furnish separate insurance for
each subcontractor, meeting the requirements set forth herein.
(ii) Blanket contractual coverage if required.
(iii) Products/Completed Operations coverage where such risk is
applicable.
(c) Licensee shall comply with the applicable sections of the California Labor
Code concerning workers' compensation for injuries on the job. Compliance is accomplished in
one of the following manners:
(i) Provide copy of permissive self-insurance certificate approved by
the State of California; or
(ii) Secure and maintain in force a policy of workers' compensation
insurance with statutory limits and Employer's Liability Insurance with a minimal limit of
$1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against
1035051.4 3
City, its City Council, commissioners, officers, employees, and volunteers for losses arising from
performance of this Agreement; or
(iii) Provide a "waiver" form certifying that no employees subject to
the Labor Code's Workers' Compensation provision will be used in performance of this
Agreement.
(d) Each insurance policy included in this clause shall be endorsed to state
that coverage shall not be cancelled except after thirty (30) days' prior written notice to City.
(e) Insurance shall be placed with insurers with a Best's rating of no less than
IMIRIAM
(f) Prior to commencement of performance, Licensee shall furnish City with a
certificate of insurance for each policy. Each certificate is to be signed by a person authorized by
that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by
City. City may require complete, certified copies of any or all policies at any time.
(g) Failure to maintain required insurance at all times shall constitute a default
and material breach of this Agreement. In such event, Licensee shall immediately notify City
and cease all performance under this Agreement until further directed by the City. In the
absence of satisfactory insurance coverage, City may, at its option: (i) procure insurance with
collection rights for premiums, attorney's fees and costs against Licensee by way of set-off or
recoupment from sums due Licensee, at City's option; (ii) immediately terminate this Agreement;
or (iii) self -insure the risk, with all damages and costs incurred, by judgment, settlement or
otherwise, including attorney's fees and costs, being collectible from Licensee.
12. Assignment. This Agreement shall not be assigned. Any purported assignment of
this Agreement or of any interest in this Agreement shall be void and of no effect.
13. Integration. This Agreement between the parties contains the entire agreement
between the parties relating to the rights herein granted and the obligations herein assumed. Any
oral representations or modifications concerning this Agreement shall be of no force and effect
except as to subsequent modifications in writing signed by both the parties.
1035051.4 4
IN WITNESS HEREOF, the parties hereto have executed this Agreement effective as of
the date set forth above.
A EST:
Interim City Clerk
CITY:
CITY OF VERNON, a California charter city and
municipal corporation
By:
f
Mark Whitworth, City Administrator
APR YED AS X0 FORM:
Z
Sc tt E. Po ter, Deputy City Attorney
y ,.IV. r.� : •�l ifs *- .:<aad5tt`i.�si °_
MoskovM Tiedemann & Girard,
Counsel to City
1035051.34 5
LICENSEE:
META HOUSING CORPORATION, a
California corporation
By:
Kasey M. Burke, xecutive Vice President
By: .�—� ✓�— -
George M. Russo, Chief Financial Officer
1035051.4 6
EXEDBIT "A"
SITE MAP