CONTRACT 6810 Other CLOSEDAgreement No. 6810
TEMPORARY CONSTRUCTION LICENSE AGREEMENT
PROPERTY — APN: 4135-001-001
150 MAIN STREET, EL SEGUNDO, CA 90245
THIS TEMPORARY CONSTRUCTION LICENSE AGREEMENT ("License
Agreement") is dated as of September 29, 2022 (the "Effective Date"), by and between
PLOTKIN DECLARATION OF TRUST, a TRUST (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 150 Main Street in the City of El
Segundo, County of -Los Angeles, State of California, also known as Assessor Parcel Number
4135-001-001 as depicted in the attached Exhibit "A" (the "150 Property").
B. City desires to enter temporarily onto a certain portion of the 150 Property
consisting of approximately sixty-nine (69) square feet as shown in green in the attached
"Exhibit B" (the "Private Sidewalk") for the purpose of removing all stamped concrete
materials the allowing Licensor and its agents the opportunity to conduct certain
exploratory foundation inspections of the 150 Property following such removal; and installing
stamped concrete in the Private Sidewalk: (the "Construction Work"). The Construction Work
is described in further detail in Exhibit "B" and associated with City sidewalk work on the
public right-of-way that abuts the Private Sidewalk. Licensor is willing to permit City access
over its Private Sidewalk within the 150'Property to perform the Construction Work, subject to
and upon the terms and conditions of this License Agreement.
C. As used in this License Agreement, "Permitted Activities" will mean and refer to
the temporary, non-exclusive entry by the Licensee onto the Private Sidewalk portion of the
150 Property for:
ingress an'd egress purposes related to the Construction Work; and
the temporary movement, placement, and storage of equipment and
materials ("Staging Work"); and
3. the Construction Work and 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, incorporated into and made a part of the
body of this License as though fully set forth at this point.
Agreement No. 6810
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 150 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 date the Restoration Work (as defined in Exhibit "B"") is completed.
3. The purpose of this License Agreement is to provide the terms and conditions
under which Licensee may enter and be upon the Private Sidewalk portion of the 150 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 any portion of the 150 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. Prior to any
Permitted Activities on the 150 Proporty, all private, third -party contractors used to do any or
all of the Permitted Activities on behalf bUCity shall (i) name the Licensor, Paul Plotkin, Janice
Plotkin and Bycor, Ltd. (the asset manager of the 150 Property for Licensor) (collectively, the
"Licensor Parties"), as additional insureds on their commercial general liability insurance
policy and, if applicable, business vehicular (auto) policy, in an amount not less than
$1,000,000 per occurrence and $2,000,000 in the aggregate; and 0 provide Licensor with
proof of such contractors' workers compensation insurance. Proof of such insurance,
additional insured status and workers compensation insurance shall be sent to
•brenner b corltd.com.
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
Private Sidewalk portion of the 150 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 150 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 150 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 including,
without limitation, paying in full for all the Construction Work and Permitted Activities. City
shall not allow any mechanics or other liens to be recorded against the 150 Property
related to same. Should any such liens be recorded, the City shall promptly take, but in
no event more than forty-five days after each such lien is recorded, all actions necessary
to bond or otherwise release such lien(s) from the 150 Property. Should City fail to do so,
Licensor may take such actions as Licensor deems appropriate to remove such lien(s)
and City shall reimburse Licensor therefor together with all Licensor's reasonable
Agreement No. 6810
attorney's fees and costs incurred within fifteen business days of Licensor's written
demand therefor.
8. Promptly following completion of the Restoration Work, City will, at its sole
cost and expense, remove from the 150 Property and all public rights of way abutting the
150 Property any and all equipment, materials, and other personal property and, at
Licensor's request, provide unconditional waiver and release upon final payment forms
from all third parties providing labor, materials, supplies and equipment for the
performance of the Construction Work and Permitted Activities.
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 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 of
at least two (2) weeks 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 automatically
revoked without notice upon the earlier of the termination of this License Agreement or the
completion of the Construction Work on the 150 Property. City acknowledges that this License
Agreement is solely a License authorizing temporary ingress and egress and Staging Work for
Permitted Activities upon the Private Sidewalk portion of the 150 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 150 Property by virtue hereof. The License is
nonexclusive and is subject and subordinate to all other contracts, licenses, encumbrances,
and other rights affecting the 150 Property, whether now or hereafter existing and the rights
and commitments of the Licensor. This License Agreement does not make any implication,
assumption or determination as to the existence as of the Effective Date of any existing damage
in the foundation of the building on the 150 Property (the "150 Building") nor, should such
damage exist, as to its cause. Notwithstanding anything to the contrary in this License
Agreement including paragraph 1 of Article I of Exhibit B hereto, Licensor does not waive and
retains all legal and equitable rights to make a written claim with the City for the cost of any needed
foundation repairs to the 150 Building, to pursue an action for inverse condemnation or seek
enforcement of all other rights or remedies related to the foundation of the 150 Building for
damages it may have suffered due to the removed City's trees' roots.
11. The City will provide Licensor two business days' advance notice by email to
ibrenneL@bycorltd.com prior to commencing the Construction Work.
12. Releases.
A. Except to the extent caused by the City's gross negligence or willful
misconduct, Licensor releases City and holds City harmless from and against
any claim, action, damages, costs (including, without limitation, attorney's fees
and costs), injuries, or liability, arising out of,j the default or breach of this
License Agreement by Licensor and/or Q the Construction Work that are fully
covered and paid for by the insurance carried by City's contractor(s)
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Agreement No. 6810
performing some or all of the Construction Work ("Released Matters")
Except for the Released Matters, should Licensor Parties be named in any
suit, or should any claim be brought against Licensor Parties by suit or
otherwise, whether the same be groundless or not, arising out of this License
Agreement, or its performance, City will defend Licensor Parties (at Licensor's
request and with counsel satisfactory to Licensor, but selected by City) and
will indemnify Licensor Parties for their attorney's fees, for any judgment
rendered against Licensor Parties and for all sums paid out in settlement or
otherwise .
B. For purposes of subsection A and C of this Section 12, "City" includes City's
officers, officials, employees, contractors, agents, and representatives, and
"Licensor includes Licensor's trustees, lenders, managers, agents, and
representatives.
C. Licensor=will hold harmless City from liability related to the Construction Work
to the extent caused by the gross negligence or willful misconduct of Licensor.
D. The parties expressly agree that this Section 12 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.
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, CA 90245
Attn: Elias Sassoon
Email: esassoon else undo.or
(310) 524-2356
If to Licensor: The Plotkin Declaration of Trust
4100 Del Rey Avenue
Marina del Rey, CA 90292
Attn: James F. Brenner
Email: ibrenner b corltd.com
(310) 306-4100
15. This License Agreement contains the entire agreement of the parties relating to the
matters covered hereby and does and is intended to supersede all prior agreements, written
or oral, with respect thereto all of which are merged herein. There are no representations,
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Agreement No. 6810
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 waiver by such party of its rights
hereunder. Whenever used in this License Agreement, the words "including," "include" or
"included" shall be deemed, in all cases,:to be followed by the words "without limitation" and the
words "herein" or "hereof' shall'mean this License Agreement. If any provision of this License
Agreement is held to be invalid or unenforceable, all of the remaining provisions shall nevertheless
continue in full force and effect. Time is of the essence of all provisions of this License Agreement.
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 parties
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 trustee, 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 — ]
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Agreement No. 6810
IN WITNESS HEREOF, the parties hereto have executed this License Agreement as of the
day and year first above written.
LICENSOR:
CITY:
PLOTKIN DECLARATION OF TRUST, CITY OF EL SEGUNDO,
a trust a municipal corporation
l _94�
By; By r
rrianne Neumann. Darrell Ge rge, City Manager
Its: Authorized Representative
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
By:
Joa 'uin Vazquez, Deputy City Attorney
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Hy a i" K �y
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Agreement No. 6810
EXHIBIT "A"
PROPERTY — APN: 4135-001-001
150 MAIN STREET, EL SEGUNDO, CA 90245
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Exhibit "A"
Page 1 of 1
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Agreement No. 6810
EXHIBIT "B"
DESCRIPTION OF CONSTRUCTION WORK
The Construction Work shall include the items set forth in the License Agreement that
includes this Exhibit B together with all items reasonably inferred to be included to
achieve same:
1. In the Private Sidewalk, City shall remove all existing stamped concrete, cut all
exposed tree roots on the 150 Property at an imaginary vertical line parallel with the
exterior surface of the west,side of the 150 Building (collectively, the "150 Roots"),
and remove all 150 Roots from the 150 Property. City shall promptly notify Licensor
by email to "brenner b oorltd.00m when the work described in the preceding
sentence has been completed. Upon Licensor's receipt of such notice from City,
Licensor shall have not less than five (5) business days ("Inspection Period") to
perform any observations, inspections and discoveries on the 150 Property, as
Licensor may desire, at its sole cost. Licensor shall have up to 30 days following the
expiration of the Inspection Period (the "Repair Period") to conduct any foundation
repairs or other work on the 150 Property ("Licensor Work") that Licensor may wish
to effectuate, at Licensor's sole cost. Licensor will also bear all costs for any 150
Building foundation repair and associated costs, including, without limitation, concrete
removal or restoration on the Private Sidewalk that may occur after the City's
completion of the Restoration Work.
2. City may commence the "Restoration Work" (defined below) on the day (the
"Work Commencement Date") that is one business day following the earlier to occur
of the following: Lal the date Licensor emails City at fdvera else undo.or that
Licensor has competed or elects not to do any Licensor Work or M the expiration of
the Repair Period. The Restoration Work shall be completed by City in a reasonably
diligent manner, but in no event to exceed 45 days following the Work
Commencement Date.
3. As used herein, the term "Restoration Work" shall include, without limitation, the
following: Q replacement of a news rack and bench; Lfll replacement and
compaction of soil, as needed, along the west side of the 150 Building to code
requirements; Ili replacement of all removed stamped concrete on all of the Private
Sidewalk in a manner so that all rainwater drains away from the 150 Building and
toward Main Street; Livl removal of existing Heritage Stones on or within six inches of
or inside the 150 Property line and relocation of them at least one foot west of the
150 Property line; and W repair and painting of any area of the wall of the 150
Building damaged caused solely by the Construction Work.
4. City shall notify Licensor by email to 'brenner b corltd.00m of the date(s) City
intends to remove and/or replace concrete, dirt and the 150 Roots within the 150
Property, so that, at Licensor's election, Licensor and/or its agents may attend and
observe provided they do not interfere with City's Construction Work. The amount of
and nature of work on 150 Property is subject to field decisions based on the field
conditions present on the day of demolition.
Exhibit "B"
Page 1 of 2
Agreement No. 6810
II. Site Map
Franklin Ave.
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1
1
1
Not to
80,
Scale
1 18.5'
40'
EXHIBIT "B"
18.5' 1
Exhibit "B"
Page 2 of 2
�6 , Property
ova � —'—line
150 Main St. door and building edge
Green area is approximately fig square feet
and constitutes' the "Private Sidewalk."
(see below).
Closer view of "Private Sidewalk"
A 6.75' S,
Xy
9.20'
10.50'
2
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