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CONTRACT 6809 Other CLOSEDAgreement No. 6809 TEMPORARY CONSTRUCTION LICENSE AGREEMENT PROPERTY — APN: 4135-001-035 140 MAIN STREET, EL SEGUNDO, CA 90245 THIS TEMPORARY CONSTRUCTION LICENSE AGREEMENT ("License Agreement") is dated as of April 25, 2022 (the "Effective Date"), by and between TAYLOR 140 MAIN LLC, a LIMITED LIABILITY CORPORATION (collectively, the "Licensor"), and the CITY OF EL SEGUNDO, a municipal corporation (the "Licensee" or "City") and is made with reference to the following: A. Licensor owns that certain real property located at 140 Main Street in the City of El Segundo, County of Los Angeles, State of California, also known as Assessor Parcel Number 4135-001-035 as depicted in Exhibit "A" attached hereto (the "Property"). B. City desires to temporarily enter certain portions of the Property for the purpose of removing and replacing certain materials, including, without limitation, concrete on such portions which abut the public right-of-way (the "Construction Work"). The Construction Work is described in further detail in Exhibit "B" attached hereto. Licensor is willing to permit City access over its Property, subject to and upon the terms and conditions hereof. C. As used in this License Agreement, "Permitted Activities" will mean and refer to the temporary, non-exclusive entry by the Licensee onto the Property for: ingress and egress purposes related to the Construction Work; and 2. the temporary movement, placement, and storage of equipment and materials ("Staging Work"); and 3. temporary construction -related activities related to the Construction Work. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL PROMISES AND AGREEMENTS HEREINAFTER CONTAINED, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE LICENSOR AND LICENSEE ACKNOWLEDGE, THE LICENSOR AND CITY HEREBY AGREE AS FOLLOWS: 1. The recitals above are true and correct and incorporated into the body of this License 2. The Licensor hereby creates, in favor of the City, a temporary non-exclusive limited license ("License"), effective as of the date hereof (the "Commencement Date") to use the Property, subject to and in accordance with the terms and conditions hereof, during the "Licensed Period" commencing on the Commencement Date and terminating on the Termination Date (as defined in Section 11). Agreement No. 6809 3. The purpose of this License Agreement is to provide the terms and conditions under which Licensee may enter and be upon the Property to conduct the Permitted Activities. Licensor agrees that the access and other rights created by this License Agreement extend to City's representatives, officers, employees, agents, consultants, contractors, and subcontractors (collectively, "City's Agents"). City will be responsible for ensuring that the City's Agents entering the Property are provided a copy of this License Agreement and that each of City's Agents agrees to be bound by the obligations set forth herein and comply with this License Agreement. 4. During the Licensed Period and subject to the terms and conditions of this License Agreement, City and City's Agents will be afforded a License to enter and use the Property for the purpose of undertaking the Permitted Activities in connection with the Construction Work. 5. City will ensure that it and the City's Agents take all appropriate safety precautions while conducting the Permitted Activities. City agrees to follow, and to cause City's Agents to follow, any health and safety rules established by the City of El Segundo and/or any other relevant government agency for Construction Work on the Property. 6. All activities performed by City and the City Agents will be conducted in a prompt, good and workmanlike manner, and will not interfere with the Licensor's access to, and activities on, the Property. 7. City will have full and complete responsibility for and control over, subject to the terms of this License Agreement, all aspects of the Permitted Activities. 8. Promptly following completion of the Permitted Work, City will, at its sole cost and expense, remove from the Property any and all equipment, materials, and other personal property. 9. City is and will at all times remain, as to the Licensor, a wholly independent contractor. Neither the Licensor nor any of its agents will have control over the conduct of City or any of its employees or City's Agents, except as herein set E Agreement No. 6809 forth. City will not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the Licensor. 10. This License Agreement is revocable by the Licensor upon reasonable notice to the City in the event of default by the City or City's Agents under this License Agreement and the License Agreement will in any event be deemed revoked upon termination of this License Agreement. City acknowledges that this License Agreement is solely a License authorizing temporary ingress and egress and Staging Work for Permitted Activities upon the Property, that all rights created hereunder neither create nor convey any interest in real property, and that City has no rights as an owner, purchaser or tenant in the Property by virtue hereof. The License is nonexclusive and is subject and subordinate to all other contracts, licenses, encumbrances, and other rights affecting the Property, whether now or hereafter existing and the rights and commitments of the Licensor. 11. This License Agreement will begin on the Effective Date hereof and extend for a period of and terminate on or before June 30, 2022 (the "Termination Date"). The City will provide Licensor 48 hours' notice prior to commencing the Construction Work. 12. Indemnification; Release; Waiver. A. Licensor indemnifies and holds City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Licensor will defend City (at City's request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of subsection A, "City" includes City's officers, officials, employees, agents, and representatives. C. Licensor covenants not to sue the City, its elected and appointed officials, agents, contractors, representatives, volunteers, and employees ("Releasees") for any City acts or omissions related to this License Agreement. In addition, Licensor releases, waives, and discharges Releasees from all liability for any loss or damage, and any claim or demands on account of personal or property injury, whether caused by Releasees' negligence or otherwise. D. Licensor expressly agrees that the this section is intended to be as broad and inclusive as permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. 13. City may not assign its interest or delegate its obligations hereunder. The provisions of this License Agreement must, subject to the terms and conditions hereof, be binding upon and inure to the benefit of the successors of each of the parties hereto. 3 Agreement No. 6809 14. All consents, notices, requests, and other communications under this License Agreement by a party must be in writing signed by or on behalf of the party giving the same (a "Notice") and must be served on the parties at the following addresses: If to City: City of El Segundo 350 Main Street El Segundo, California 90245 Attn: Elias Sassoon Email: esassoon else undo.or (310) 524-2356 If to Licensor: Attn: David Taylor Email: (310) 251-7763 Notices will be effective on the date actually received, except that if the party declines to acknowledge receipt or has changed its address and not otherwise informed the other party of the new address, receipt will be deemed as of the date of the attempted delivery. A party's address may be changed by Notice to the other party. 15. This License Agreement contains the entire agreement of the parties relating to the matters covered hereby and supersedes all prior agreements, written or oral, with respect thereto. There are no representations, agreements, arrangements, or understandings, oral or written, among the parties relating to the subject matter of this License Agreement which are not fully expressed herein. This License Agreement may not be modified or amended, in whole or in part, except by a writing signed by all parties. This License Agreement is governed by the laws of the State of California and will be construed without giving effect to the principles of conflicts of laws. If a dispute arises over the interpretation or construction of any portion of this License Agreement, this document will be construed neutrally and not against any party. 16. No consent or waiver, express or implied by any party hereto to any request, breach or default by the other party hereto in the performance by the other of its obligations hereunder will be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by the other party hereunder. Failure on the part of any party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a 4 Agreement No. 6809 waiver by such party of its rights hereunder. 17. In the event of any litigation between the parties hereto to enforce any provision of this License Agreement or any right of any party hereto, the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable attorneys' fees and costs incurred therein. Any legal proceedings arising out of or relating to this License Agreement will be brought and maintained in Los Angeles County, California, to the exclusion of any other forum, and the parties hereby submit to the jurisdiction of such courts. 18. This License Agreement may be signed in multiple counterparts and by different parties in separate counterparts. Each counterpart must be deemed an original agreement, and all of them together must constitute one agreement among all the pail ies signing any of the counterparts. 19. In accordance with Government Code §16.5, the parties agree that this Amendment will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 20. All parties covenant that they possess all necessary capacity and authority to sign and enter this License Agreement. All individuals signing this License Agreement for a party who is a corporation, a partnership, or other legal entity, or signing pursuant to a power of attorney or as a LIMITED LIABILITY CORPORATION, guardian, conservator or in any other legal capacity, covenant that they have the necessary capacity and authority to act for, sign, and bind the respective entity or principal on whose behalf they are signing. [SIGNATURES ON FOLLOWING PAGE] 6i Agreement No. 6809 IN WITNESS HEREOF, the parties hereto have executed this License Agreement as of the day and year first above written. LICENSOR: TAYLOR 140 MAIN LLC, a limited liability corporation Its: Oct 41.. 4 e ::r= CITY: CITY OF EL SEGUNDO, a municipal corporation ByQaXWA-' I'll , / Darrell George, Interim City Manager APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY 0 mlmmma§., � q y A �^ n 1/� I a� QI �� il;�1 �1 1�,� Agreement No. 6809 ESE"! NDO 241 22 239 22 239 22, 233 22 215 21 41 Fran I- - A , < e. 114 WG9 1984_Vka Mercnar A�wry_5phae EXHIBIT "A71 PROPERTY — APN: 4135-001-035 140 MAIN STREET, EL SEGUNDO, CA 90245 E Fr.u,ki- A— 140 136 134 130 135 139112 �%a5adameda Legend 140 Mein Sheel __ City Boundary ....... .- Notes 16$ d Fae1 �4'."r.� y,�mwa wrMm+.aaar�acwr mwm„u�mvr+rPw+t m»r's+mn.. rww wxrraranr s«al+a+ar$carenzxwaw grno.wv w«aa a rwx muaaw,uwawmmvwr va 4av+anwa owv�wna t015-w.eswdcw vwnmr wwma Lwa�+,« r• t< wwta Swl+waa etawnaa,fata wr:•+r«�r vna dy. Maraxr aa aw ww rwsmw,. xr av raaaA+�miw aaamr ra"an lry avwr� anu aourw 7 m �9 Agreement No. 6809 EXHIBIT "B" DESCRIPTION OF CONSTRUCTION WORK 1. Description of Proposed Work 1. On public property, removal of a tree, removal and replacement of a newsrack and bench, removal of existing Heritage Stones and relocation of them further west, as well as removal and replacement of damaged stamped concrete up to one foot from the building wall at 140 Main Street. 2. Installation of sloped stamped concrete on top of existing stamped concrete within one foot of the building wall, including an approximately 2" wide private property area along the wall, to direct rainwater away from the wall. 3. The amount of and nature of work along the wall is subject to field decisions based on the field conditions present on the day of demolition. 4. Touch-up repair and painting of any wall area damaged during construction. 11. Site Map Franklin Ave. C .CCCa I �5 f �f 9k:.Y I Not to Scale 80, 18.5' 40' 18.5' 1 E. Red outline shows the approximate location for tree removal, replacement of damaged stamped concrete, and removal and replacement of Heritage Stones. 5' Property line " 150 Main St. door and building edge Green area is private property for 150 Main St. 140 Main St. Agreement No. 6809 III. Pictures Stamped concrete area to be removed and replaced, adjacent to private property at 140 Main St. Hleritage Stones to be relocated further west "NAIN r; I'm1f, I s. I�P a,P