HomeMy WebLinkAbout _ 4.1(b)--Ratification of License Agreement with The McConnell Foundation GI �" Y � F
� � � ° � � � " � � CITY OF REDDING
REPORT TO THE CITY COUNCIL
MEETING DATE: February 7, 2023 FROM: Barry Tippin, City Manager
ITEM NO. 4.1(b)
***APPROVED BY***
btippin@cityofredding.org
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ry ippin,Ci an � 1��3�/2023
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btippin@cityofredding.org
SUBJECT: 4.1(b)--Ratification of License Agreement with The McConnell Foundation for
the use of certain areas for parking located at 1313 California Street.
Recommendation
Approve and ratify the execution of a License Agreement between The McConnell Foundation
(Licensor) and the City of Redding (Licensee)providing parking on Licensor property located at
1313 California Street.
Fiscal Impact
There is no �iscal impact related to the approval of this License Agreement. However, if caused
by the City of Redding (City) or its employees, repairs to the parking area would be the City's
responsibility.
Alterna�ive Action
The City Council could choose not to approve this License Agreement and provide further
direction to staff.
Background/Analysis
With the onset of time restricted paid parking in the downtown area of the City of Redding, it is
neeessary to provide parking for the on-duty staff of Redding Fire Station No. l, located at 1335
Shasta Street, Redding, California, located in th�vicinity of the subject property.
This License Agreement will provide parking for the aforementioned City staff for the period of
February 1, 2023, through J�anuary 31, 2024. The City shall be responsible for the cleaning and
repair of the parking area, in the event damage is caused by the City.
EnviNonmental Review
This is not a project defined under the California Environmental Qualify Act, and no further
action is required at this time.
Report to Redding City Council February 1,2023
Re: 4.1(b)--Ratification of License Agreement with The McConnell Foundation Page 2
Council Priority/City Manage� Goals
� Government of the 215t Century — `Be relevant and proactive to the opportunities and
challenges of today's residents and workforce. Anticipate the future to inake better
decisions today."
Attachments
License Agreement - TMF 1313 California Street
LICENSE AGREEMENT
This License Agreement ("Agreement") is entered into as of the "Effective Date"
(as defined below) by and between THE McCONNELL FOUNDATION, a California
nonprofit corporation ("Licensor"), and the CITY 4F REDDING, a municipal corporation
("Licensee"). For purposes of this Agreement, the term "Effective Date" means the last
date this Agreement is signed by the Licensor and Licensee as indicated adjacent to its
respective signature below.
RECITALS
WHEREAS, Licensor owns that certain real property located in the City of
Redding, County of Shasta, State of California, commonly known as 1313 California
Street, Redding, California, 96001 (the "Property"); and
WHEREAS, Licensee operates the Redding Fire Department ("RFD"); and
WHEREAS, certain RFD activities are conducted at Fire Station #1 located at
1335 Shasta Street, Redding, California 96001 ("Fire Station #1"), which is in the
vicinity of the Property; and
WHEREAS, Licensee desires to acquire a non-exclusive license to use certain
parking areas on the Property for the purpose of parking RFD Fire Station #1
employees' vehicles, and Licensor desires to grant such license to Licensee, on the
terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, L.icensor and Licensee hereby agree as follows:
1. NON-EXCLUSIVE LICENSE. Subject to the terms and conditions of this
Agreement, Licensar hereby grants to Licensee and its employees a non-exclusive
license to use that portion of the Property depicted on Exhibit "A" hereto for purposes
of parking of RFD Fire Station #1 employees' vehicles (the "License"). The portion of
the Property depicted on Exhibit "A" hereto is sometimes referred to herein as the
"Parking Area". No storage of vehicles, equipment or other property is allowed.
Licensee acknowledges and agrees that Licensee and its employees shall not have
the right to enter, occupy, or use any buildings or structures on the Property, or to use
the Parking Area for any purpose other than for parking of RFD Fire Station No. 1
employees' vehicles. Licensor reserves to itself all rights with respect to the Property
and Parking Area that are not inconsistent with the License granted to Licensee
hereunder.
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2. TERM. The term of the License shall commence on the February 1,
2023 and shall expire on January 31, 2024, unless sooner revoked or terminated as
provided herein (the "Term").
3. CONDITION OF PROPERTY AND PARKING AREA. It is understood
and agreed that the Parking Area is licensed to Licensee hereunder in an "AS-IS,
WHERE-IS, WITH ALL FAULTS" condition, and without any representations or
warranties by Licensor. Licensor shall have no obligation to make any repairs,
alterations, or additions to the Parking Area or any other portion of the Property prior
to or during the Term of this License, or to reimburse Licensee for any costs or
expenses relating thereto. �icensee shall, at its expense and subject to the provisions
of Section 6, below, make any alterations, improvements, or additions to the Parking
Area required by Applicable Laws (including, but not limited to, Title III of the
Americans with Disabilities Act of 1990 and Title 24 of the California Code of
Regulations).
4. MAINTENANCE AND REPAIRS. During the Term of the License,
Licensee shall pick-up and dispose of all trash, litter and debris that accumulates in
the Parking Area. Such services shall be performed on an as needed basis at
Licensee's sole cost and expense. Licensee shall, at its expense, promptly repair any
damage to the Parking Area caused by Licensee or its employees during the Term of
the License. Licensor shall have no obligation to maintain or repair the Parking Area
during the Term of the License.
5. NO OBLIGATION TO PROVIDE LIGHTING AND/OR SECURITY.
Licensor may, but shall not be obligated to, provide outdoor lighting to the Parking
Area and/or maintain a security service for purposes of patrolling and/or monitoring the
Property, including the Parking Area. Any such lighting and/or security service
provided or maintained by Licensor shall be for purposes of protecting Licensor's
interest in the Property and Parking Area, and not for purposes of protecting the
persons or property of L.icensee or its employees. It is understood and agreed that
Licensor shall have no liability or obligation to Licensee, or its employees: (a) in the
event any lighting and/or security service maintained by Licensor is inadequate or
insufficient to protect the persons or property of Licensee or its employees; or (b) for
any damage to or injury of any person or property occurring on or about the Property
or Parking Area. Licensee shall, at its expense, undertake and provide all lighting
and/or security services and/or other measures necessary to protect the persons and
property of Licensee and its employees while using the Parking Area pursuant to the
License.
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6. ALTERATIONS. Except as provided in Section 3, Section 5, and this
Section 6, below, Licensee shall not make any alterations, improvements or
additions to the Parking Area without Licensor's prior written consent, which may be
granted or withheld in Licensor's sole discretion. Notwithstanding the foregoing,
Licensee shall, at its sole cost and expense, make alterations, improvements or
additions to the Parking Area required by Applicable Laws. The following shall apply
to any alterations, improvements, or additions consented to by Licensor or required
to be made by Licensee hereunder: (a) Licensee shall obtain Licensor's prior written
approval of all plans and specifications relating thereto; (b) Licensee shall obtain all
permits and approvals required to perform the work; and (c) Licensee, either directly
or through a licensed contractor, shall complete the work in a good and workmanlike
manner and in accordance with all Applicable Laws. Licensee's alteration,
improvement, or addition to the Parking Area, whether consented to by Licensor or
permitted by this Section 6, shall not extend the Term of the License or otherwise
entitle Licensee or its employees to continue using the Parking Area following the
expiratian or any earlier revocation or termination of this Agreement and the License
pursuant to this Agreement.
7. INSURANCE.
7.1 At all times during the term of this Agreement, Licensee
shall procure and maintain, at its own expense, all of the following coverages
and in the amounts described below:
(a) Workers' Compensation Insurance conforming to the
statutory requirements of the State of California;
(b) Regardless of the minimum statutory requirements of the
State of California, employer liability coverage under the above-referenced Workers'
Compensation Insurance with minimum limits of no less than $1,000,000;
(c) Commercial General Liability (CGL) insurance with minimum
limits of liability of$1,000,000 per occurrence and $10,000,000 in the aggregate. Such
CGL insurance shall be written on ISO occurrence form CG 00 01 or equivalent and
shall cover liability arising from premises, operations, independent contractors,
products-completed operations, personal injury and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract). Without limiting the generality of the foregaing, such CGL
insurance shall cover all liability of the insureds with respect to the Parking Area or
arising out of or relating to the exercise of any rights of Licensee or its employees
under this License (and must specifically insure the perFormance by Licensee of its
indemnity obligations under Section 9, below). Such CGL insurance shall name and
include Licensor and its respective officers, directors, agents, employees, and property
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managers, as Additional Insureds pursuant to one or more endorsements ta the policy
acceptable to Licensor;
(d) Commercial Rutomobile Liability (CAL) insurance with
minimum limits of$1,000,000 per accident. Such CAL insurance shall include
coverage for any owned, non- owned, leased or hired vehicle written on an insurance
industry standard form (CA 00 01) or equivalent. Such CAL insurance shall name and
include Licensor and its respective officers, directors, agents, employees, and property
managers, as Additional Insureds pursuant to the policy or one or more endorsements
to the policy acceptable to Licensor; and
(e) Excess Liability insurance in an amount of no less than
$10,000,000 providing excess liability insurance coverage over the Commercial General
Liability and Commercial Automobile Liability insurance described in subsections (c) and
(d}, above. Such Excess Liability insurance shall name and include Licensor and its
respective officers, directors, agents, employees, and property managers, as Additional
Insureds pursuant to one or more endorsements to the policy acceptable to Licensor.
All policies and coverages procured by Licensee as required herein (collectively,
"Policies") shall include a separation of insureds clause. The Policies shall not include
a deductible in excess of$2,500 per loss without Licensor's prior written approval. The
Policies shall be endorsed to include (a) a waiver of subrogation, and (b) a provision
that specifies the waiver of subrogation shall not affect the Licensor's right, or any
additional insured's right, to recover under such insurance policy. The CGL, CAL, and
Excess Liability insurance shall be endorsed to include a provision that specifies those
policies are primary and that any insurance or self-insurance maintained by Licensor or
the Lessor under the Lease shall not contribute with it. The coverage should be
endorsed to specify that, as to defense provided by the Policies under circumstances
where independent counsel is not otherwise required under California law, the
selection of counsel paid for by the insurer to defend the Licensor against covered or
potentially covered claims shall be by mutual consent of Licensor and the insurer.
7.2 All Policies described shall be procured to the satisfaction of
Licensor and shall be underwritten by an insurer acceptable to Licensor (must be rated
A- VII or better in the AM Best's Key Rating Guide and licensed to do business in the
State of California). Within ten (10) days following the Effective Date, Licensee shall
furnish Licensor with certificates of insurance and endorsements of all required
insurance for Licensee. At Licensor's election, Licensor shall be entitled to inspect
original Policies or require complete certified copies of Policies at any time. Such
certificate(s) of insurance shall provide that the coverage(s) required herein shall not
be cancelled or reduced except by written notice to Licensor, given at least thirty (30)
days prior to the effective date of such cancellation or reduction. In the event the
coverage evidenced by any such certificate is cancelled or reduced, Licensee shall
procure and furnish to Licensor, before the effective date of such cancellation or
reduction, new coverages and new certificates conforming to the above requirements.
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If Licensee has failed for any reason to secure the Policies to the satisfaction of
Licensor upon execution of this Agreement, or if Licensor has not been furnished a
certificate of insurance as aforesaid within ten (10) days from the Effective Date, then
Licensor shall have the right, in addition to any other remedy available to it, to {a)
immediately terminate this Agreement and the License on written notice to Licensee, or
(b) secure any or all of said Policies and Licensee shall immediately reimburse
Licensor for the cost of such Policies upon request by Licensor.
7.3 Licensee shall require any contractors engaged by Licensee to
maintain, repair, provide security, or perForm other services to or on the Parking Area
to maintain in full force and effect commercially reasonable insurance coverage
substantially similar in form and substance to the insurance coverages required of
�icensee pursuant to this Section 7, as appropriate to the nature of the contractors'
operations, each with minimum limits of no less than $1,000,000 each occurrence
and/or general aggregate, as applicable, unless otherwise agreed to by �icensor in
writing. �icensee shall be solely responsible for monitoring compliance by such
contractors with the aforementioned insurance requirements.
7.4 Notwithstanding any other provision of this Agreement, and
separate and apart from any obligation of Licensee to indemnify, if Licensee's
insurance carrier fails or refuses to defend or indemnify pursuant to an additional
insured endorsement because of a failure to obtain an additional insured endorsement,
policy deductible, self-insured retention or unauthorized coverage deletion, Licensee
shall stand in the place of its insurer and defend and indemnify to the same e�ctent that
an insurer issuing the coverage as required herein would under California law.
7.5 All insurance certificates or other evidence of coverage required
to be submitted to Licensor pursuant to this Section 7 shall be sent to: The
McConnell Foundation, c/o Cox Real Estate Consultants, Inc., Attn: Janice C.
Cunningham, P. O. Box 991479, Redding, California 96099-1479 and The
McConnell Foundation, Attn: Connie Grinols, 800 Shasta View Drive, Redding, CA
96003.
7.6 Licensee is permitted to satisfy the insurance requirements set
forth in this Section by means of self-insurance secured through the California Joint
Powers Risk Management Authority or other Joint Powers Authority in current
receipt of an Accreditation of Excellence or Full Accreditation from the California
Association of Joint Powers Authorities.
8. EXCULPATION.
8.1 For purposes of Sections 8 and 9 of this Agreement, the term
Licensee Parties ("Licensee Parties") refers singularly and collectively to Licensee,
any affiliates of Licensee, and their respective officers, directors, shareholders,
members, managers, partners, agents, employees, and independent contractors, and
all persons and entities claiming through any of those persons or entities. The term
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Licensor Parties ("Licensor Parties") refers singularly and collectively to Licensor; the
Lessor under the Lease, any affiliates of Licensor and its respective officers,
directors, shareholders, members, managers (including property managers), parents,
subsidiaries, agents, servants, employees, independent contractors, licensees,
invitees, personal or legal representatives, beneficiaries, successors and assigns.
8.2 To the fullest extent permitted by law, Licensee, on its behalf and
on behalf of all Licensee Parties, waives all claims (in law, equity, or otherwise)
against Licensor Parties arising out of, knowingly and voluntarily assumes the risk of,
and agrees that Licensor Parties shall not be liable to Licensee Parties for any of the
following: (a) injury to or death of any person; or (b) loss of, injury or damage to, or
destruction of any tangible or intangible property, including the resulting loss of use,
economic losses, and consequential or resulting damage of any kind from any cause.
Licensor Parties shall not be liable regardless of whether the liability results from a
breach of this License by Licensor or any agent, or any active or passive act, error,
omission, or negligence of any of the Licensor Parties, or is based on claims in which
liability without fault or strict liability is imposed or sought to be imposed on any of the
Licensor Parties. This exculpation clause shall not apply to claims against a Licensor
Party to the extent that a final judgment of a court of competent jurisdiction
establishes that the injury, loss, damage, or destruction was proximately caused by
that Licensor Party's fraud, willful injury to person or property, or violation of law.
8.3 The clauses of this Section 8 shall survive the revocation,
expiration or earlier termination of this Agreement and the License until all claims
within the scope of this Section 8 are fully, finally, and absolutely barred by the
applicable statutes of limitations.
8.4 Licensee acknowledges that this Section 8 was negotiated with
Licensor, that the consideration for it is fair and adequate, and that Licensee had a
fair opportunity to negotiate, accept, reject, modify, or alter it.
8.5 This exculpation clause may not be interpreted or construed as
an attempt by Licensor to be relieved of liability arising out of a nondelegable duty
on the part of Licensor.
8.6 With respect to the exculpation provided in this Section 8, Licensee
waives the benefits of California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor.
9. INDEMNIFICATION.
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9.1. To the fullest extent permitted by law, Licensee shali, at Licensee's
sole cost and expense and with counsel reasonably acceptable to Licensor, indemnify;
defend, and hold harmless Licensor Parties from and against all Claims, as defined in
subsection 9.2, from any cause, arising out of, involving or relating (directly or
indirectly) to: (a) the use, maintenance, repair, or alteration of the Parking Area by
Licensee Parties; (b) any act, error, omission, or negligence of Licensee Parties in, on,
or about the Parking Area; (c) the conduct of Licensee's business; (d) any activities,
work, or things done, omitted, permitted, allowed, or suffered by Licensee Parties in, at,
or abaut the Parking Area, including the violation of or failure to comply with any
Applicable Laws; (e) the ownership, maintenance, or use of any "owned", "non-owned",
"leased" or "hired" auto within the meaning of Licensee's Commercial General Liability
insurance policy and/or �icensee's Commercial Automobile Liability insurance policy
required to be maintained Licensee hereunder (or any such policy(ies) otherwise
actually maintained by Licensee); or (fl any breach or default in the performance of any
obligations of Licensee under this Agreement, including obligations which survive the
expiration or any earlier revocation or termination of this Agreement and the License
under the terms of this Agreement. Licensee's obligations to indemnify and defend the
Licensor Parties hereunder shall apply even if Licensee was not itself negligent or
otherwise at fault.
9.2 For purposes of this Agreement, Claims ("Claims") means any and
all claims, demands, losses, costs, damage, expenses, liabilities, liens, actions,
causes of action (whether in tort or contract, law or equity, or atherwise), charges,
assessments, fines, and penalties of any kind (including consultant and expert
expenses, court costs, and attorney fees actually incurred).
9.3 Licensee's obligations under this Section 9 extend to and include
Claims for: (a) injury to any persons (including death at any time resulting from that
injury); (b) contamination, loss of, injury or damage to, or destruction of property
(including all loss of use resulting from that contamination, loss, injury, damage, or
destruction); (c) contamination, loss of, injury or damage to the environment; and (d)
all economic losses and consequential or resulting damage of any kind.
9.4 Except as provided in this subsection 9.4, Licensee's obligations
under this Section 9 shall apply regardless of the active or passive negligence of
Licensor Parties and regardless of whether liability without fault or strict liability is
imposed or sought to be imposed on Licensor Parties. The indemnification obligations
provided for in this Section 9 shall not, however, apply to the extent that a final
judgment of a court of competent jurisdiction establishes that a Claim against a
Licensor Party was proximately caused by the willful misconduct of that Licensor
Party. In that event, however, this indemnification shall remain valid for all other
Licensor Parties.
9.5 Licensee's obligations provided for in this Section 9 may not be
construed or interpreted as in any way restricting, limiting, or modifying Licensee's
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insurance or other obligations under this Agreement and are independent of
Licensee's insurance and other obligations. Licensee's compliance with the insurance
requirements and other obligations under this Agreement shall not in any way restrict,
limit, or modify Licensee's indemnity and defense obligations under this Agreement.
9.6 Licensee's duty to defend Licensor Parties is separate and
independent of Licensee's duty to indemnify Licensor Parties. The duty to defend
includes Claims for which Licensor Parties may be liable without fault or strictly liable.
The duty to defend applies regardless of whether the issues of negligence, liability,
fault, default, or other obligation on the part of Licensee Parties have been determined.
The duty to defend applies immediately, regardless of whether Licensor Parties have
paid any sums or incurred any detriment arising out of or relating (directly or indirectly)
to any Claims. In the event any Claim is made against a Licensor Party that may be
within the scope of this Section 9, �icensor will attempt to provide notice of the Claim to
Licensee within a reasonable time after learning of the Claim, and thereafter will
reasonably cooperate with Licensee in the defense of such Claim; provided that any
failure to provide notice will not affect �icensee's indemnity and defense obligations
except to the e�ctent Licensee is materially prejudiced by the failure. Licensee will be
entitled to select counsel and control the defense of all indemnified Claims, subject to
Licensor's approval, which will not be unreasonably withheld. The Licensor Parties will
be entitled to participate in their defense. If Licensee fails to promptly hire legal counsel
and assume the defense of any Claim after recelving notice thereof from Licensor or
any other Licensor Party, then the Licensor or other Licensor Party will have the right,
but not the obligation, to hire outside legal counsel to carry out the defense. In that
event, Licensee shall reimburse the Licensor Party for the costs of such defense within
twenty (20) days after written demand from the Licensor or other �icensor Party. If
Licensee fails to reimburse the Licensor Party for the costs of defense within such
twenty (20) day period, such amount will bear interest at the rate of ten percent (10%)
per annum from the date advanced by the Licensor Party until the date reimbursed by
Licensee in full. It is the express intentian of the Parties that Licensor Parties be
entitled to obtain summary adjudication or summary judgment regarding Licensee's
duty to defend Licensor Parties at any stage of any Claim or suit within the scope of
this Section 9.
9.7 The prevailing party shall be entitled to recover its actual
attorney fees and court costs incurred in enforcing the provisions of this Section 9.
9.8 Licensee's obligations under this Section 9 shall survive the
expiration or any earlier termination or revocation of this Agreement and the License
until all claims against Licensor Parties involving any of the indemnified matters are
fully, finally, and absolutely barred by the applicable statutes of limitations.
10. WAIVER OF SUBROGATION. Licensee hereby releases and relieves
Licensor, and waives its right to recover damages against Licensor (a) for loss or
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damage arising out of or incident to the perils required to be insured against or actually
insured against under any worker's compensation policy maintained or required to be
maintained by Licensee under this Agreement, and (b) for loss or damage otherwise
actually insured against under any policy then maintained by Licensee. The waiver
and release provided for in this paragraph shall be limited to the coverages and limits
of insurance required to be maintained under this Agreement and/or by the coverages
and limits of insurance otherwise actually maintained by Licensee at the time of the
loss, as the case may be.
11. CONDEMNATION. If any portion of the Parking Area shall be taken or
condemned for public use (including conveyance by deed in lieu of or in settlement of
condemnation proceedings}, and such taking or condemnation prevents or
substantially interferes with the exercise of rights under this Agreement by Licensee,
this Agreement and the License shall automatically terminate on the sooner of the
order of possession or the date of the final order of condemnation. All compensation or
damages arising out of such taking or condemnation shall belong solely to Licensor
(and/or the Lessor under the Lease, as the case may be). Licensor, as soon as
reasonably practicable, shall give written notice to Licensee of the commencement of
any condemnation proceedings and/or the initiation of any discussions relating to any
taking of all or any part of the Parking Area.
12. LIENS. Licensee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Licensee, which claims are or may
be secured by any mechanic's or materialman's lien against the Property or any interest
therein. Licensee shall indemnify, defend, and hold Licensor and the Property harmless
from and against any and all claims, demands, liability, damages, mechanic's,
materialman's or other liens or encumbrances, losses, costs or expense, including
attorneys' fees and court costs, arising out of or relating to any work of improvement on
the Property by or on behalf of Licensee, or its agents, employees, or independent
contractors. Specifically, but not by way of limitation, Licensee shall take all action
necessary to immediately release the Property from any mechanic's, materialman's or
other lien recorded against the Property or any portion thereof in connection with any
work of improvement referred to herein. In the event that there shall be recorded against
the Property any claim or lien arising out of any such work performed, materials
furnished or obligations incurred by Licensee and such claim or lien shall not be
removed or discharged by bond or otherwise within ten (I 0) days after Licensee
receives notice of such filing, Licensor shall have the right but not the obligation to pay
and discharge said lien without regard to whether such lien shall be lawful or correct.
Licensee shall reimburse Licensor for the amount so paid within ten (10) days following
demand by Licensor, without limitation as to other remedies available to Licensor under
this Agreement.
13. DEFAU�T: TERMINATION. In the event Licensee fails to observe or
perform any covenant, condition, or obligation provided for in this Agreement, Licensee
shall be in default of this Agreement. In the event of any such default by Licensee,
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Licensor shali have the right to do one or both of the following: (a) immediately
terminate this Agreement and the License upon written notice to Licensee, whereupon
the parties shall have no further obligations hereunder, except for those obligations that
survive the termination of this Agreement and the �icense as expressly set forth herein;
or (b) pursue any and all other rights and remedies provided by law or available in
equity.
14. LICENSE NONASSIGNABLE. The License and this Agreement are
personal to Licensee and shall not be assigned. In addition, Licensee shall not grant to
any person or entity any sublicense relating to the Parking Area. Any attempt to assign
the License and/or this Agreement, or to grant any such sublicense, shall
automatically terminate this Agreement and the License. No legal title or leasehold
interest in the Property is created or vested in Licensee by the grant of the License.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the successors and permitted assigns of the parties hereto.
15. SIGNAGE. Licensee shall not erect, install or maintain any signage
within the Parking Area or otherwise on the Property without the prior written consent
of Licensor, which may be granted or withheld in Licensor's sole discretion.
16. ACCESSIBILITY DISCLOSURE. Licensor advises Licensee that the
Parking Area has not undergone an inspection by a certified access specialist, and
Licensor shall have no liability or responsibility to make any repairs or modifications
to the Parking Area in order to comply with accessibility standards. The following
disclosure is hereby made pursuant to applicable California law:
"A Certified Access Specialist ("CASp") can inspect the subject premises and
determine whether the subject premises comply with all of the applicable
construction-related accessibility standards under state law. Although state law
does not require a CASp inspection of the subject premises, the commercial
property owner or lessor may not prohibit the lessee or tenant from obtaining a
CASp inspection of the subject premises for the occupancy or potential
occupancy of the lessee or tenant, if requested by the lessee or tenant. The
parties shall mutually agree on the arrangements for the time and manner of the
CASp inspection, the payment of the fee for the CASp inspection, and the cost
of making any repairs necessary to correct violations of construction-related
accessibility standards within the premises."
Licensee shall provide Licensor with no less than fifteen (15) days' prior written notice
of any CASp inspection af the Parking Area arranged by Licensee. Licensor shall have
the right to be present at any such inspection. Licensee shall pay all fees and costs of
any such CASp inspection.
17. NOTICES. Any notice, request, demand, waiver, consent, approval,
disapproval or other communication which is required or permitted hereunder shall be
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in writing and shall be deemed to have been duly given or made upon (a) delivery if
hand delivered, (b) one (I) business day following delivery to any nationally recognized
overnight courier service for next business day delivery, fee prepaid, or (c) two (2)
business days following deposit with the U.S. Postal Service as registered or certified
mail, postage prepaid, and in each case addressed as follows: (i) if to Licensor, to The
McConnell Foundation, Attn: John A Mancasola, President, 800 Shasta View Drive,
Redding, California 96003, with required copies to Cox Real Estate Consultants, Inc.,
Attn: Janice C. Cunningham, 1246 East Street, Redding, California 96001, (ii) if to
Licensee, to City of Redding, Attn: Barry Tippin, City Manager, 777 Cypress Avenue,
Redding: California 96001, or (iii) to such other address as the addressee may have
specified in a notice duly given to the sender as provided herein.
18. ENTIRE AGREEMENT� MODIFICATIONS. This Agreement, together
with any and all attachments and exhibits hereto, constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and no prior
agreement or understanding pertaining to any such matters shall be effective for any
purpose. No provision of this Agreement may be amended or supplemented except by
an agreement in writing signed by all parties hereto.
19. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California (without giving effect
to the conflict of law provisions of such State).
20. HEADINGS. The headings within this Agreement are inserted for
convenience of reference only and not to define, describe or limit the scope or the
intent of this Agreement or any term hereof.
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The execution pages of counterparts may be
attached to any one copy of the Agreement to form a single, complete document. The
parties agree that the transmission of a signed copy of this Agreement via facsimile
ore- mail shall constitute execution and delivery hereof, and the parties agree to deliver
original ink signed counterparts as soon as reasonably possible thereafter.
22. WAIVER. No failure of either party to exercise any power given
hereunder or to insist upon strict compliance with any obligations specified herein, and
no custom or practice at variance with the terms hereof, shall constitute a waiver of
any party's right to demand strict compliance with the terms hereof; provided, however,
that any party may, at its sole option, waive any requirement, covenant or condition
herein established for the benefit of such party without affecting any of the other
provisions of this Agreement.
23. INTERPRETATION. Licensor and Licensee acknowledge this
Agreement has been negotiated at arm's length, and each party has had an
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opportunity to review and revise this Agreement and has been extended an
opportunity to have legal counsel review and revise this Agreement. In the event of a
dispute between any of the parties hereto over the meaning of this Agreement, no
party shall be deemed to have been the drafter hereof, and the principle of law that
contracts are construed against the drafter shall not apply.
24. ATTORNEY'S FEES. In the event of any legal action, arbitration or
other proceeding arising out of this Agreement, the prevailing party shall be entitled
to its reasonable attorney's fees and costs in addition to any other relief to which it
may be entitled.
25. TIME IS OF ESSENCE. Time is of the essence with respect to each
and every term and condition of this Agreement.
26. AGREEMENT NOT SEVERABLE. If any provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
this Agreement and the License shall terminate. In that event, neither party shall
have any further liability or obligation hereunder except as otherwise provided
herein.
27. INCORPORATION BY REFERENCE. All exhibits, schedules, and
other attachments to this Agreement are incorporated herein by this reference.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
License Agreement as of the Effective Date.
"LICENSOR":
THE McCONNEL� FOUNDATION,
A California nonprofit corporation
Date: ��'� ���. ��� By: ���_...�, � � � ��
,��John A. Mancasola ���
President & CEO
"LICENSEE"
CITY OF REDDING,
A municipal corporation
Date: By: �
Barry Ti
City Ma ger
Attest: Form Approved:
.�
Pamela Mize Barry DeWalt
City Cterk City Attorney
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