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Home My WebLink AboutFD License AgreementCENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement"), dated June 9, 2022, is made by and between SEAGULL PRIME REAL ESTATE FUND, LLC ("Property Owner") and the CITY OF SAN RAFAEL, a municipal corporation ("City"). RECITALS Property Owner owns the real property located at 1010 Grand Avenue, 450 Fourth Street and 420 Fourth Street, San Rafael, California (the "Property"), and is planning to demolish all existing structures situated on the site. City is a municipal corporation organized as a charter city under the laws of the State of California. Property Owner has offered to allow City's Fire Department to conduct training exercises on the Property prior to demolition of the existing structures and is willing to permit City to use the Property in accordance with the terms and conditions of this Agreement. FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the parties agree as follows: GRANT OF LICENSE. Property Owner hereby grants to City, subject to all of the conditions set forth herein, a non-exclusive, revocable License ("License") for the limited purpose of conducting San Rafael Fire Department training exercises on the Property as outlined in Section 4 - "Use," together with necessary rights of ingress and egress to, from and over the Property for the permitted Use. 2. TERM/TERMINATION. The erm of this Agreement shall commence July 14, 2022 and shall continue until In addition, either party may terminate this Agreement by giving 48 hours' w itten rbice to the other party. 3. LICENSE FEE. Based upon City's status as a public agency, Property Owner agrees to waive any license fee for use of the Property as provided in this Agreement. 4. USE. City shall use the Property only as follows: Hose Stretch, water application, laddering of buildings, ventilation operations including roof cutting, search techniques, wall breaching and interior door forcing. City need not give Property Owner prior notice of its training activities during the Term of this Agreement. All of City's activities conducted on the Property shall be performed in a safe and professional manner. City shall take protective measures necessary to protect persons and property adjacent to the Property during and after City's training exercises. This License is made subject and subordinate to the prior and continuing right of Property Owner, their successors and assigns, to use the Property. This License is made subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens and claims of title which may affect the Premises and the Property. City shall not do or permit anything to be done in, on or about the Property, or bring or keep anything in, on or about the Property, which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated by any public authority. No hazardous materials shall be located in, handled, stored or otherwise kept at any time upon the Premises, save for those used in the San Rafael Fire Department training exercises. Each party shall bear full and exclusive responsibility for any release of hazardous or nonhazardous chemicals or substances to the extent arising from its use of the Property. In the event of such release, the party responsible shall immediately notify the other party. Each party shall be solely responsible for all claims and expenses associated with the response to, removal and remediation of the release for which such party is responsible, including, without limit, payment of fines or penalties levied against the other party by any agency as a result of the release, and shall hold harmless, indemnify and defend (with counsel satisfactory to the other party) the other party from any claims arising from such release. This indemnification shall survive the termination of this Agreement. In acknowledgment that Property Owner plans to demolish all structures presently situated on the Property, the parties agree that upon termination of City's use of the Property pursuant to this Agreement, City shall have no obligation to make any repairs to or restore the Property to its condition prior to the effective date of this License, or to take any action at all other than removing City -owned property or equipment from the Property. 5. ASSUMPTION OF RISK. City shall assume all risk of damage to any property of City and any injury to persons upon the Property associated with its access to or use of the Property for any training exercises allowed under the terms of this Agreement, except for any damage or injury caused solely by the active negligence or willful misconduct of Property Owner. City has inspected and acknowledges the condition of the Premises and releases the Property Owner from any and all liability arising from the use thereof. 6. INDEMNITY AND INSURANCE. Indemnity. City shall release, defend, indemnify, keep and save harmless Property Owner and his heirs, successors and assigns collectively, "Indemnitees") from and against any and all liability, suits, claims or actions arising out of any injury or injuries to, or death or deaths of, persons or property that may occur, or that may be alleged to have occurred, from any cause or causes whatsoever, while in, upon, about, or in any way connected with the use of the 2 Property pursuant to this License Agreement by City, its agents, employees, contractors, subcontractors or invitees. Provided, however, that the foregoing shall not apply to any claims for loss, damage, injury or liability caused solely by the gross negligence or willful misconduct on the part of the Indemnitees. This indemnity shall survive the termination of this Agreement. Insurance. The City of San Rafael has no commercial general liability insurance coverage. As permitted under Government Code Section 990, the City is self-insured for general liability for the first $750,000.00. The City participates in a public entity excess liability "pool", the California Joint Powers Risk Management Authority (CJPRMA), for additional liability coverage in excess of the initial $750,000.00. 7. GENERAL PROVISIONS. 7.1 Severability. If any provision of this License shall be for any reason unenforceable, in any respect, such unenforceability shall not affect other provisions of the License. 7.2 Entire Agreement. This Agreement, including any attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior understanding or agreement, oral or written. No prior agreement or understanding pertaining to any such matter shall be effective. This Agreement may not be amended or modified except by a written agreement executed in writing only by authorized representatives by both parties. 7.3 Notices. All communications relating to the day-to-day activities of this Agreement shall be exchanged between Property Owner and City's designated representative. All communications regarding interpretation of the terms of this Agreement and changes thereto shall be in writing. Any notice required or permitted to be given hereunder, including notice of termination, shall be in writing and may be given by personal delivery, mail or email to the designated representative of the parties set forth below: If to City: Nicholas A. Giusti, Fire Captain San Rafael Fire Department 1375 Fifth Avenue San Rafael, CA 94901 (415) 485-3000 Email: Nicholas.Giusti@ciiyofsanrafael.org If to Owner: Seagull Prime Real Estate Fund, LLC c/o Chris Hart, Manager 899 Northgate Drive #301 San Rafael, CA 94903 (415) 898-4802 Email: sthornson tivoliasset.com 7.4 Time of Essence. Time is and shall be of essence of this Agreement and of each and every provision contained in this Agreement. 7.5 Acceptance of Condition of Premises. City will accept use of the Property in an "as is" condition, with no warranty, express or implied, as to the condition of the Premises, including its suitability for the use intended by City. 7.6 Consent. Unless otherwise specifically provided, whenever under this Agreement the consent or approval of either party is required or a determination must be made by either party, no such consent or approval shall be unreasonably withheld or delayed and all such determinations shall be made on a reasonable basis and in a reasonable manner. 7.7 Authority. Each individual executing this Agreement on behalf of City and Property Owner represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said party. 7.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year first above written. CITY OF SAN RAFAEL r JIM 5 HU*, City Man er ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: t ROS RT F. EPSTEIN, dty Attorney 4 PROPERTY OWNER BY Name: Christopher K. Hart Title: Manager In Name: Title: �rry. �1h WITH P CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Dept. Project Manager: Capt. Nick Giusti Extension: 5063 ext. 1212 Contractor Name: License Agreement between Seagull Prime Real Estate Fund, LLC and City of San Rafael —SRFD use of 1010 Grand Ave., 450 4th St and 420 4th St. for training exercises Contractor's Contact: Christopher K. Hart Contact's Email: ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a ❑X b. Email contract (in Word) and attachments to City 3/17/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org X❑ 2 City Attorney a. Review, revise, and comment on draft agreement 3/17/2022 and return to Project Manager b. Confirm insurance requirements, create Job on n/a PINS, send PINS insurance notice to contractor ❑ 3 Department Director Approval of final agreement form to send to contractor Forward three (3) originals of final agreement to 4 Project Manager contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click Here -to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 8/2/2022 NG Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed C I' D ] O I /c agreement lJ� 8 City Attorney Review and approve insurance in PINS, and bonds n/a J (for Public Works Contracts) City Manager/ Mayor Agreement executed by City Council authorized 9 �� _ official City Clerk Attest signatures, retains original agreement and 10 1�� forwards copies to Project Manager :