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HomeMy WebLinkAboutContract 1589 r A . , urd ,Dic.it-AL e - ( c-89 LICENSE AGREEMENT TO PERMIT THE USE OF BUILDING FOR TRAINING PURPOSES BY AND BETWEEN THE PALM SPRINGS CEMETERY DISTRICT AND THE CITY OF CATHEDRAL CITY THIS LICENSE AGREEMENT TO PERMIT THE USE OF BUILDING FOR TRAINING PURPOSES ("Agreement"), is made and entered into this 3rd day of February, 2014, by and between the Palm Springs Cemetery District, a public cemetery district located in the County of Riverside, State of California, hereinafter referred to as the "Licensor," and the City of Cathedral City, a municipal corporation located in the County of Riverside, State of California, hereinafter referred to as the "City" or "Licensee." RECITALS: WHEREAS, Licensor owns two (2) buildings that are no longer in use by Licensor, as well as the underlying real property located at 31705 Da Vall Drive, Cathedral City, California ("Property"), with one (1) building being Licensor's former office building ("Office Building") and the other being a former apartment building ("Apartment"), as depicted in Exhibit "A," attached hereto and incorporated herein by this reference; and WHEREAS, Licensor has already permitted the City's Fire Department ("Fire Department") to use the Office Building which the Fire Department has already used, and now Licensor desires to allow use of the Apartment for various training exercises; and WHEREAS, Licensee desires that the Fire Department utilize the Apartment for such training purposes; and WHEREAS, Licensor has represented that it is the sole owner of the Office Building and Apartment and that no third parties possess any ownership interest therein. NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS AND PROMISES CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. RECITALS The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth herein. 1 Section 2. GRANT OF LICENSE a. Licensor and Licensee acknowledge that Licensor has granted to Licensee the right, privilege, and permission to enter upon the Office Building to allow the Fire Department to utilize the Office Building for search and rescue training operations for recovery of a missing firefighter within the interior of the structure. Such training exercises were completed on February 4, February 6 and February 7, 2014. b. Licensor now hereby grants to Licensee the right, privilege, and permission to enter upon the Apartment to allow the Fire Department to utilize the Apartment for search and rescue training operations for recovery of a missing firefighter within the interior of the structure on May_, May_and May_, 2014. Section 3. TERM OF LICENSE The term of this Agreement and the license granted herein shall expire upon completion of the training exercises to be conducted within the Apartment on May _, 2014. Section 4. LICENSEE'S OBLIGATIONS Licensee shall ensure that the Fire Department arranges for a large dumpster to be placed upon the Property during all times in which the Fire Department conducts training exercises within the Apartment, and shall place and dispose any burned pallets and/or drywall or other debris and materials resulting from said exercises into the dumpster. Section 5. NO GUARANTY OF SUITABILITY OF APARTMENT Licensor does not guaranty the suitability of the Apartment for Licensee's intended uses. Licensor shall have no responsibility for any damage or injury to Licensee's property or Fire Department personnel that may arise in connection with this Agreement. Any and all activities conducted by Licensee shall be at Licensee's sole risk. Section 6. INSURANCE Licensee shall procure and maintain at its own expense, during the term of this Agreement, comprehensive general liability insurance of not less than Five Million Dollars ($5,000,000) combined single limit per occurrence, and Ten Million Dollars ($10,000,000) in the aggregate, for bodily injury, personal injury, death, loss or damage arising out of or in connection with the occupation, use or condition of the Office Building and Apartment. Licensee shall further procure and maintain at its own expense, during the term of this Agreement, commercial vehicle liability insurance covering personal injury and property damage, of not less than One Million Dollars 2 ($1,000,000) combined single limit per occurrence, and Two Millions Dollars in the aggregate, covering any vehicle utilized by the Fire Department or its officers, employees, servants, volunteers and agents and independent contractors in conducting the activities set forth in this Agreement. Section 7. ADDITIONAL INSURED Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies shall bear an endorsement whereby it is provided that, Licensor and its officers, employees, servants, volunteers and agents and independent contractors are named as additional insureds. Section 8. PROOF OF INSURANCE COVERAGE; CERTIFICATES Licensee shall secure from a good and responsible company or companies authorized to do insurance business in the State of California the policies of insurance required by this Agreement and furnish to Licensor certificates of said insurance with original endorsements to Licensor as evidence of the insurance coverage required herein, on or before the commencement of the term of this Agreement. Section 9. HOLD HARMLESS AND INDEMNIFICATION Licensee shall, at Licensee's sole cost, defend, indemnify and hold harmless Licensor, its directors, agents, officers, and employees, and their respective successors and assigns, and each and every one of them (collectively, the "Indemnified Parties"), from and against any and all actions, suits, proceedings, claims, demands, losses, judgments and costs and expenses of every type and description, including settlement costs, legal costs and attorneys' fees, resulting from or arising out of, or otherwise in connection with this Agreement, and any personal injury or damage to property arising therefrom. If Licensee fails to indemnify the Indemnified Parties as required herein, Licensor shall have the right, but not the obligation, to defend the same and charge all of the direct or indirect costs of such defense, including fees and costs, to Licensee and to recover the same from Licensee. Section 10. WAIVER a. Licensee agrees to waive all rights it may have against the Indemnified Parties to pursue any actions, suits, proceedings, claims, demands, losses, judgments and costs and expenses of every type and description, including settlement costs, legal costs and attorneys' fees, resulting from or arising out of, or otherwise in connection with any injury or damage sustained by Licensee or its officers, agents, employees or independent contractors as a result of this Agreement. 3 b. Licensee expressly waives any and all rights and benefits conferred upon Licensee by the provisions of Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind that are known or unknown, or suspected or unsuspected. Licensee further represents and warrants that Licensee understands this waiver and that if it does not understand this waiver, Licensee shall seek the advice of a qualified attorney before executing this Agreement. Initials Section 11. NOTICES a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows: To Licensor: Palm Springs Cemetery District Kathleen Jurasky, District Manager 31705 Da Vall Drive Cathedral City, CA 92234 Telephone: (760) 328-3316 Facsimile: (760) 321-6524 Email: kjurasky @pscemetery.com To Licensee: City of Cathedral City Gary F. Howell 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Telephone: (760) 770-0340 Facsimile: (760) 202-1460 Email: ghowell @cathedralcity.gov b. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. Section 12. COMPLIANCE WITH LAWS; LICENSING AND PERMIT REQUIREMENTS 4 Licensee shall comply with all local, state and federal laws and regulations applicable to the activities contemplated in this Agreement. To that end, Licensee represents that it has obtained and will maintain at all times during the term of this Agreement all business licenses, certifications and/or permits necessary for the contemplated activities and exercises described in this Agreement. Section 13. GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. Section 14. VENUE All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California. Section 15. LITIGATION EXPENSES AND ATTORNEY'S FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. Section 16. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original. [THIS PORTION OF THIS PAGE LEFT INTENTIONALLY BLANK] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. PALM SPRINGS CEMETERY CITY OF CATHEDRAL CITY DISTRICT Pye, Chairpersin Charles McClendon, Ci ty Manager ATTEST: ATTE , : K. leen Jurasky, "strict Mana• ''r Gary . Howell, Ci lerk APPROVED TO FO: APPROVED AS TO FORM: ed,„ Steven B. Quin ; "a, General Counsel Charles R. Green, City Attorney G:WIGR\MGR\PSCD 252-License Agreement with Cathedral City for Fire Training(02 24 14).doc P:APPS\WPDATA\PSCD\0001 General\DOC\252-License Agreement with Cathedral City for Fire Training(02.24.14).doc 6 EXHIBIT "A" DEPICTION OF OFFICE BUILDING AND APARTMENT SEE ATTACHED EXHIBIT "A" DEPICTION OF OFFICE BUILDING • Nr" \I 1--- 47. 61#4\oui ( ; itki tx,f I- __ r"'"'"'"'"7"1" ,,$) / vk , X �6 rk /1.. 1 f" / I .' 0 U. \) /tkl. 1 $1 i he 1 ,(\(1 ; °0 ° c 10 0 r !E a NJ/ V of --A 0 / et ) !' ( EXHIBIT "A" 4 DEPICTION OF APARTMENT BUILDING ' • \ T-i ----- -.- ------- --_________j • • V . 4 j f,f t . f !` - i tx IN. / rli ___________ A I"- by''t\li C3 ci 0 LJ` • :/. ft` f/ h 4 A z X3i1 N irk \ ' 1 Y t 4 o 4 ,... _________ t___ , 1 1----- ----.1 I i AA tWz rti)