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HomeMy Public PortalAboutAgreement_2013-01-16_Los Angeles Engineering IncLICENSE AGREEMENT by and between THE CITY OF TEMPLE CITY and LOS ANGELES ENGINEERING, INC. Dated i- r ` t':�' LA 94814-0468-2514 v) LICENSE AGREEMENT This LICENSE AGREEMENT ("License"), dated as of 1 N 1 2013, is entered into by and between the CITY OF TEMPLE CITY, a charter la city and municipal corporation (the "Licensor"), and LOS ANGELES ENGINEERING, a (the "Licensee"), who agree as follows: RECITALS This License is made with reference to the following facts and circumstances, which are a part of this License and are agreed to be correct: A. Licensor is the owner of certain real property (the "Property") located in the City of Temple City, County of Los Angeles, State of California commonly known as "the City Yard" at 9167 La Rosa Drive. A legal description of the Property is set forth in attached Exhibit "A", and depicted in the diagram attached as Exhibit "B". B. The Property is utilized by the Licensor as its City Yard, and is improved with storage building, office building, mulch yard, parking stalls, equipment sheds, etc. C. Licensee wishes to utilize a Portion of the Property located between the first gate and the second gate inside of the fencing (the "Premises") for activities related to the Rosemead Boulevard Safety Enhancement and Beautification Project (the "Project") and Licensor is willing to license the use of the Premises to Licensee, all on and subject to the terms and provisions of this License Agreement. D. Licensee included in its successful bid to contract for work on the Project certain costs related to the field office for the construction manager. The Premises will be used as said field office, and Licensee agrees to pay to Licensor for use of the Premises an amount equal to the fair market rent for use of the Premises. 1. License to Use Premises. On and subject to the terms and provisions of this License, Licensor grants to Licensee and Licensee accepts from Licensor a non-exclusive license to utilize the Premises. 2. Term. The term of this License commences on the date hereof and continues thereafter until the Licensor issues a Notice of Completion for the Project and for an additional period of thirty (30) days after that Notice of Completion is issued. The parties anticipate that the Term will be complete on or about July 1, 2014 but agree that the termination of the Term will be triggered by the Notice of Completion and not any specific calendar date. 3. Use: Compliance with Laws. (a) The Premises must be used by Licensee for field office and equipment storage related to the Project. This will include activities on the Premises by the Licensee's personnel and agents, other persons working on the Project as identified in LA #4814-0468.2514 v1 t the Project documents (including but not limited to the Licensee's own bid), and the Licensor's personnel involved in the Project. (b) Activities by Licensee on the Premises must be coordinated with Licensor's use of the remainder of the Property, and specifically Licensee's use of the Premises must not interfere with Licensor's access to and utilization of the Property as a City Yard. (c) Licensee agrees that the Premises and its use of the Premises will at all times be in strict compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction, and Licensee, at its sole cost and expense, agrees to comply with all such laws, rules and regulations, including, without limitation, all laws, rules and regulations requiring the making of extraordinary repairs to the Premises. 4. License Fee. As consideration for the License to use the Premises, Licensee agrees to pay to Licensor the sum of $600.00 per month. The fee must be paid in advance by check or wire transfer. The first installment of monthly rent is due on the date hereof and subsequent installments are due and payable on the same day of each succeeding monthly during the term of this License. 5. "AS -IS" Use of Premises. Licensee acknowledges that it has inspected the Premises and Licensee warrants and agrees that it is thoroughly familiar with the Premises and all aspects thereof, including, without limitation, the physical condition of the Premises, the zoning of the Premises and all other restrictions and limitations applicable to the Premises (whether or not of public record). Licensee acknowledges and agrees that the Premises are satisfactory to Licensee in all respects. Licensee agrees that neither Licensor nor anyone acting on Licensor's behalf has made any representation or warranty of any kind or nature whatsoever respecting the condition of the Premises, their suitability for Licensee's use, or any other matter relating to the Premises (including, but not limited to, the environmental condition of the Premises) or this License, and Licensee agrees that it is leasing the Premises in their "AS -IS CONDITION AND WITH ALL FAULTS". 6. Maintenance. Licensee agrees that it will, at its sole cost and expense, maintain the Premises and all portions thereof, in a good, clean and safe condition and state of repair, including the making of all necessary repairs or replacements due to normal wear and tear and use of the Premises. The foregoing includes, without limitation, Licensee's duty to provide for normal janitorial servicing of the Premises, and in particular of Licensee's personal property placed on the Premises. Licensee agrees that Licensee is solely responsible for the security, protection and insuring of its equipment, materials and other property, and that of its employees, servants and contractors, located on or about the Premises. Licensee agrees that Licensor will have no liability of any kind or nature respecting any loss or theft of, or damage to, any such equipment, materials or other property. LA #4814-0468-2514 v 1 2 7. Insurance. Licensee agrees to keep and maintain for the entire Term of this License public liability and property damage insurance respecting the Premises, naming Licensor as an additional insured, in form and amounts (not less than $1,000,000 per occurrence) and with insurers reasonably satisfactory to Licensor. Licensee also agrees to keep and maintain a policy or policies of fire and extended coverage insurance, with vandalism and malicious mischief endorsements, in the name of Licensor and with loss payable to Licensor, to the extent of the full replacement cost of the improvements located on the Premises and otherwise in form and with insurers reasonably satisfactory to Licensor. Licensee also agrees to keep and maintain worker's compensation insurance coverages for its employees in the minimum amounts required by California law. All such insurance will be primary and not contributing with any insurance which Licensor may maintain, and the insurer providing such insurance must agree that such insurance will not be changed or cancelled except upon at least thirty (30) days prior written notice to Licensor. Licensee waives any and all rights of recovery against Licensor and its officials, officers, agents and employees on account of loss or damage occasioned to Licensee or its property or the property of others under its control, to the extent that such loss or damage is insured against under the fire and extended coverage policy required to be kept and maintained by Licensee under this License; and Licensee shall cause each policy required to be kept and maintained by it under this License to provide that the insurer waives all right of recovery by way of subrogation against Licensor in connection with any damage covered by such policy. Licensee will provide Licensor with copies of the policies of such insurance or certificates evidencing such insurance upon execution of this License and from time to time thereafter as reasonably requested by Licensor. 8. Indemnification. In addition to and without limiting Licensee's other obligations of indemnity under this License, Licensee agrees to indemnify, protect, defend (by counsel reasonably satisfactory to Licensor) and hold Licensor and its officials, officers, agents and employees, and each of them, harmless from and against all claims, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys' fees and costs) which they, or any of them, may suffer or incur arising from or relating to (a) Licensee's use of the Premises, (b) any negligence, act or omission of Licensee, its agents, employees, contractors, guests or invitees in or about the Premises or (c) any default by Licensee under this License. 9. Utilities. Licensee agrees to pay, as additional rent, before delinquency, for all water, sewer, gas, heat, light, power, telephone service, refuse removal and all other utilities or services of any kind supplied to the Premises. It is agreed that Licensor is not liable for any failure or interruption of any utility or service,'and the failure or interruption of any utility or service will not entitle Licensee to terminate this License or stop making any rental or other payments due under this License. 10. Alterations. Licensee agrees that it will not make any alterations or improvements to the Premises, or any portion of the Premises, without Licensor's prior written consent, which will not be unreasonably withheld. If Licensor consents to the making of any alterations or improvements, Licensee agrees that such alterations or LA #4814.0468.2514 v1 improvements will be made in strict compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction, will be performed in a good and workmanlike manner,'and will be made in compliance with such other conditions, including, without limitation, the obtaining of performance and completion bonds, as Licensor may require in connection with the granting of its consent. Licensee agrees that it will pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Licensee at or for use on the Premises, which claims are or may be secured by any mechanics' or materialmen's lien against the Premises or any interest therein. All alterations and improvements made by Licensee shall, at Licensor's option and at Licensee's sole cost and expense, be removed from the Premises at the end of the Term of this License and the Premises restored to their condition prior to the making of such alterations or improvements. 11. Licensee's Property. All equipment and personal property of Licensee located at the Premises will remain the property of Licensee during the term of this License and may be removed by Licensee at any time and shall be removed by Licensee prior to the expiration or other termination of the term of this License. Licensee, at Licensee's cost and expense, must promptly repair all damage to the Premises occasioned by the removal of its trade fixtures, equipment and personal property. 12. Assignment. Licensee may not assign this License or assign the rights to all or any part of the Premises nor permit the occupancy thereof by any other person or entity without the express written consent of Licensor, which consent may be withheld in Licensor's sole discretion. 13. Default. The occurrence of any one or more of the following shall constitute a default by Licensee: (a) Vacation or abandonment of the Premises by Licensee. (b) Default of the Project agreements between Licensor and Licensee when such default is not cured as required by that agreement. (c) Failure by Licensee to make payment of the License fee or any other payments required to be made by Licensee hereunder as and when due. (d) Failure by Licensee to keep and maintain any of the insurance required to be kept and maintained by Licensee under this License. (e) Failure by Licensee to observe or perform any of the covenants or provisions of this License, other than as provided in subsections (b) and (c) above, when such failure continues for a period of 30 days after written notice of such failure is given by Licensor to Licensee; provided, that if the nature of Licensee's failure is such that more than 30 days are reasonably required for its cure, then Licensee will not be deemed to be in default if Licensee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. LA 64814-0468.2514 vl 14. Remedies. If Licensee is in default, then, in addition to all other rights and remedies which Licensor may have at law or in equity, Licensor has the following rights and remedies which are not exclusive but are cumulative: (a) To the extent permitted by law, Licensor can, with or without terminating this License, reenter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Licensee. (b) Licensor can terminate Licensee's right to usel the Premises at any time. No act by Licensor other than giving written notice to Licensee will terminate this License. Acts of maintenance shall not constitute a termination of Licensee's right to possession. On termination, Licensor has the right to recover from Licensee: (i) The worth, at the time of the award, of the unpaid License fee that had been earned at the time of termination of this License; (ii) Any other amount, and court costs, necessary to compensate Licensor for all detriment proximately caused by Licensee's default. "The worth, at the time of the award," as used in (i) and (ii) of this subsection (b), is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. 15. Licensor Entry. Licensor and its authorized representatives shall have the right at any time to enter all portions of the Premises for any of the following purposes: (a) to determine whether the Premises are in good condition and whether Licensee is complying with its obligations under this License; (b) to inspect the Premises; (c) and in connection with Licensor's design and construction planning respecting Licensor's future use of the Premises; or (d) where an emergency situation necessitates such entry. Notwithstanding the foregoing to the contrary, Licensor and its authorized representatives shall have the right to enter any of Licensee's personal property located on the Premises only upon two (2) business days' written notice to Licensee if the purpose for the entry is one of the purposes set forth above and is not related to the Project. No exercise by Licensor of its rights under this Section shall entitle Licensee to any damages for any injury or inconvenience occasioned thereby or to any abatement of rent or other amounts payable under this License. 16. Surrender of Premises. Upon the expiration or other termination of the term of this License, Licensee agrees to surrender possession of the Premises, and every party thereof, to Licensor in good order, condition and repair, ordinary wear and tear alone excepted. "Ordinary wear and tear" does not include any damage or deterioration that would have been prevented by good maintenance practice or by Licensee performing all of its obligations under this License. LA #4814-0468-2514 v 17. Notices. Except as otherwise provided, all notices required or permitted to be given under this License must be in writing and addressed to the parties at their respective notice addresses set forth below; provided, that notices to Licensee may also be effectively given in writing and addressed to Licensee at the Premises address. Notices must be given by personal delivery (including by commercial delivery service) or by first-class mail, postage prepaid. Notices will be deemed effectively given, in the case of personal delivery, upon receipt (or if receipt is refused, upon attempted delivery), and in the case of mailing, three (3) days following deposit into the custody of the United States Postal Service. The notice addresses of the parties are as follows: If to Licensor: City of Temple City 9701 Las Tunas Drive Temple City, California 91780 Attention: City Manager With a copy to: Eric S. Vail, City Attorney Burke, Williams & Sorensen, LLP 2280 Market Street, Suite 300 Riverside, California 92501-2121 If to Licensee: Los Angeles Engineering, Inc. 633 N. Barranca Avenue Covina, California 91723 acquisition of the Premises, and City's occupancy and possession of the Premises 18. General. (a) The acceptance by Licensor of any payments due hereunder with knowledge of the breach of any of the terms, covenants or provisions of this License by Licensee shall not be construed as a waiver of any such breach. The acceptance at any time or times by Licensor of any sum less than that which is required to be paid by Licensee shall, unless Licensor specifically agrees otherwise in writing, be deemed to have been received only on account of the obligation for which it is paid, and shall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in any writing transmitting the same. (b) The titles to the sections of this License are for convenience of reference only and are not a part of this License and shall have no effect upon the construction or interpretation of any part of this License. Any exhibits attached to this License are, however, a part of this License. This License shall be governed by and construed in accordance with the laws of the State of California, without regard to any otherwise governing principles of conflicts of law. In construing this License, none of the parties to it LA #4814-0468-2514 V shall have any term or provision construed against it solely by reason of its having drafted the same. (c) Any provision of this License that is invalid, illegal or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating, diminishing or rendering unenforceable the rights and obligations of the parties under the remaining provisions of this License. (d) No term or provision of this License may be amended, altered, modified or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment, alteration, modification or waiver is sought. Any amendment, alteration, modification or waiver shall be for such period and subject to such conditions as shall be specified in the written instrument effecting the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given. (e) This License and all exhibits attached to it constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements (whether written or oral) with respect to that subject matter. (f) This License may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (g) If either party hereto brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court. The parties have caused this License to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above. (Notary Acknowledgement Required] LA #4814-0468-2514 v1 LOS ANGELES ENGINEERING By: PresTde r t- p 00 5ctiNq�y CALIFORNIA ALL-PURPOSE ACK NOL'rL EOGMENT State of California Countv o Los Angeles Qn January 16, 2013 before me, J. Nelson, Notary Public pa.z Here Irsec Va,^.=_ as Tje of Ce C?+cer personally appeared •"---p ; ;J. NELSON �j Commission No. 1933056 z NOTARY PUBLIC -CALIFORNIA LOS ANGELES COUNTY My Comm. Expbea APRIL 18, 2815 place h„z-J seat iteve who proved to me on the bass of satisfactory evidence to be the oersonwwhcse name`y9'j WaAb subscribed to the within instrument and acknowledged to me that he/sp6lthly executed the same in hisfrl/fh/lr authorized capaclty(66 and that by hisPnn/bIViir signature�,ej on the instrument the person, or the entity upon behalf of which the per sor,X acted, executed the Ins -ument. I certify under PENALTY Co' PERJURY under the laws of the Slate of Cialifornia that the foregoing paragraph Is true and correct. 'NITNESS my hand and ofiiciai seal. Signature ' 1 "w 515ramre of Nam, Pctik OPTIONAL inoegh Gr- in tornaton be!ovr is not requirad by Ie;C f nay pro v6 vela=biz to persons relyfng on t,e docunerlt end couldpr_-vent iraudulant ranoval and raa tach,-znt of Gars farm to ano�ier docunant. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Clained by Signer(s) Sic_nE%s Name: ❑ Indivdual Corcorate Of'icer—Titfe(s): Partnar—'_ Limited C General Atomey in Fact Top eFC;m-.:c here I Tn:sfEE Guardian or Consaivator l 1 Other: Signer Is Rep, asentino: I I � Number of Pages: Sione's Nat El Individual Corporate O-ffICer — Title(s): _ Partner — Q Urni;ed ( General Attorney in Fact Trustee Guardian or Conservator `; Other: Sicner Is Representing: .. ._. _ _.._�.. u_^r._:. '-_,4'.=..w'_i`s'�-�v::'sG'._ aim—'_...=--..—.._- .:�-ti:tt^'-.f:_.atiti.=•: iZC�i!:a_crt1N_ay^s^_c�5cr•S3S'I De Sc'a.�_.P,O'.�•.z2u'•2.O`-'s,:er.:. Ch St31:-2:'v2•w,rn::�iai:enol;.c"1/.tr3 Iter.. e59ii F.eM?^Ctf TaC-4�f.E;rS> �?- CITY OF TEMPLE CITY By: Jose lido City Manager Attest: P �� Peggy o City Clerk Approved as to By: Eric S. Vail City Attorney LA #4814-0.168.2514 v EXHIBIT "A" (Legal Description of Premises) TR -28317 LOT 9 EXHIBIT "B" (Diagram of "City Yard") EXHIBIT "C" (Diagram portion to be leased) LA #4814-0468-2514 vl L a) h � a M0) 0- a CL Cl) (n L •L •V Y U � I K r*0 N o.. F1, c✓ _1 r CT - I T V Parcel: 5388-009-902 City of TEMPLE CITY, 2010/11 Secured Roll Parcel Information Owner: Temple City Owner2: Agency: Situs: 9167 LA ROSA DR Situs City: Temple City 91780 Mail Name: Temple City Mail Address: 9701 Las Tunas Dr Mail City: Temple City 91780 Use Code: 1700 Commercial, Office Building, 1 Story TRA: 09283 Revenue Agency: Tax District#1 18.17 Parcel Type: Regular Parcel, Exempt 20.48 Zoning: M1YY 3.09 Region: Possessory Interest 596J5 Cencus Tract: 4812.012 3A57 Lot #: A,=aIBBpadFIwt 3,182 Tract #: 28317 33,910 Revenue: $0.00 (EXEMPT) Net Total AV: $34,834.00 +0% Last Sale: $ 120,000 12/29/1987 Tax Bili: $ $108,697 Values: Current Year Values: Land: 34,834 Improvements: Fixtures: Personal Prop: Totals: 34,834 Net Total AV: 34,834 Taxes Deliquent In Sales: Date: Sale Price: Transfer Type: 12/29/1987 $ 120,000 General Information: Building Square Feet: 2,334 Lot Square Feel: 19,402 Acreage: 0 Acres Year Built: 1966 Buildings: Rooms: Legal Description and Information: TR=28317 LOT 9 BN No 7005762 7008852 7014842 7017528 7028546 7028552 70268M 7031401 7032360 7042953 Unsecured Roll Assam" TYRELL RANDY YOUNG MARIELLA J AGUILARJOSEPH ROMO ALFRED DELACUAORA MICHELLE DELACUAORA MICHELLE C14ANG MARIO DESHON ERIC ALLAN SCHABOW DONALD J Violations: User Edits: Units: Beds: Exemptions: s0s 5709ALLESSANDRO 4841 ARSLEY DR TEMPLE CITY 1172 WILDFLOWER RD 4914 ALLESANDRO AVE 4914 ALLESANDRO AVE 9228 LA TUNAS DR 10778 DANESWOOO DR 5616 TEMPLE CITY BLVD E 5917 OAK AVE 343 Prior Year Values., 34,834 Exemptions: 34,834 Document: Seller: Baths: Transaction: Page 1 Type NN AV Revenue Am,aftftaVFloat 19.654 18.17 NrcraMBOal/Floal 22.152 20.48 AIlcf861BocVFloal 3,347 3.09 Nmr.ftm.avnwt 6,262 5.79 AJ cftfeosmwt 3A57 3.20 A,=aIBBpadFIwt 3,182 2.94 A9cra6/BO VFI.t 33,910 31.35 AlmraN808V 108t 7,544 6 97 At=VBoattFloat 5.575 5.15 AaaaB/BoaliRmt 3.614 3.34 Unmcered Combmd Totals $108,697 S100.50