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CONTRACT 6857 License AgreementAgreement No. 6857 TEMPORARY LICENSE AGREEMENT ACCESS TO PRIVATE PROPERTY FOR CONCRETE WORK 124-128 Maryland St. This Temporary License Agreement ("Agreement") is made and executed this 21st day of February, 2024 ("Effective Date)„ between the City of El Segundo, a municipal corporation ("''City"'), and BCPF Smoky Hoi)ow LLC ("Owner").. ,For the purposes of this Agreement,„ the City and the Owner may be referred to collectively by the capitalized term "Parties." The capitalized terra "Party" may refer to the City or the Owner interchangeably. This License Agreement is entered into in light of the following facts: 1. Owner owns that certain real property located at 124-128 Maryland St. (AIN: 4135-028- 005) in El Segundo (the "Property") depicted in map attached as Exhibit "A" to this Agreement. 2. The City seeks to, if necessary to address elevation differences during installation of City right-of-way sidewalk, 1) remove a portion of a concrete parking pad on the owner's property and replace it with compacted soil, and 2) remove and replace a portion of a walkway on the owner's property. Owner understands that the work will be confined to exterior private property areas as previously mentioned (hereinafter, the "Improvements"). 3. Owner wishes to temporarily allow City access to the Property to carry out certain activities in furtherance of the Improvements. IN CONSIDERATION OF THE MUTUAL PROMISES OF THE PARTIES, THE CITY AND THE OWNER HEREBY AGREE AS FOLLOWS: 1. Term, Notice. Commencing on the Effective Date, this Agreement will be in full force and effect for a period of six months. The foregoing notwithstanding„ the term will automatically expire six months upon City's providing notice that their work has been completedi. The City will provide the Owner 48 hours" prior notice before exercising its rights set forth in Section 2, below. 2. Grant of License. Owner authorizes City to enter onto the Property for any of the following purposes: A. Owner authorizes City to enter onto the Property for any of the following purposes for the term of this Agreement (collectively, "Improvements"): i. Remove portions of private property parking pad and walkway and replace with either compacted soil or Port)and cement concrete, if necessary to address any unsafe elevation differences with adjacent new City sidewalk. B. The authorization set forth above will include, without limitation, City's agents, employees, consultants, and contractors, including, without limitation, FS Contractors, Inc. and their subconsultants. Page 1 Agreement No. 6857 C. The temporary license authorization provided in this Agreement will not only constitute a conveyance of a property ownership or leasehold interest but will also provide the City a temporary license as set forth herein. 3. City Covenants. A. The design forthe Improvements will meet industry standards as applicable. B. City will not make, or cause to be made, any additional alterations to the Property without the Owner's prior written consent. 4. Owner Acknowledgments, Covenants. A. Owner agrees and acknowledges that Owner will not have any direct control overthe design or construction of any drainage improvements after the Improvements is completed. B. City specifically disavows any responsibility for liability, repair, maintenance, or replacement related to the Improvements located on the Property after it is completed, unless otherwise City -owned, and Owner agrees not to make any claim to the contrary. 5. Indemnification. A. To the extent not expressly prohibited by law, Owner and City each (in either case, the "Indemnitor") agree to hold harmless and indemnify the other and the other's agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the "Indemnitees") from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys' fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor's agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries of this License. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor's agents, members, partners or employees, then Indemnitor will, at Indemnitor's expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, City agrees to hold harmless and indemnify Owner and Owner's Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Owner or Owner's Indemnitees, including reasonable attorneys' fees and expenses, for death or injury to, or damage to property of, third parties (other than Owner's Indemnitees) that may arise from any act or occurrence in the effectuating the Improvements, UNLESS SUCH DEATH OR INJURY OR DAMAGE RESULTS FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF OWNER OR OWNER'S INDEMNITEES. B. For purposes of this section "City" includes City's appointed and elected officials; officers; and employees. Page 2 Agreement No. 6857 6. Electronic Signatures. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement 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. 7. Entire Agreement. This Agreement constitutes the sole agreement between City and Owner respecting the Property, the use of the Property by City, and the specified Agreement term, and correctly sets forth the obligations of City and Owner. Any agreement or representations respecting the Property or its licensing by City to Owner not expressly set forth in this instrument are void. 8. Modification. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of City. The City Manager may exercise this authority on behalf of City. 9. Force Majeure. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 10. Interpretation; Venue. This Agreement and its performance will be governed, interpreted, construed, and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County. [SIGNATURES BEGIN ON FOLLOWING PAGE] Page 3 Agreement No. 6857 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. City of El Segundo A general law and municipal corporation Darrell George City Manager F.' City Curd City of El Segundo Authorization: Resolution No. 4255 (04/02/2002) APPROVED AS TO FORM: Joaq Vazquez, DeptCity Attorney BCPF Smoky Hollow LLC Owner, 124-128 Maryland St., AI N: 4135-028-005 Print Name: Frank S Throo Email Address: Sandy.Throop@barings.com Telephone Number:310-234-2525 BCPF Smoky Hollow LLC 2101 Rosecrans Ave., Unit 3270 El Segundo, CA 90245 Page 4 Agreement No. 6857 EXHIBIT "A" PROPERTY MAP AIN: 4135-028-005 PROPERTY - APN: 4135-028-005 124-128 MARYLAND STREET, EL SEGUNDO, CA 90245 0 c�irpi�� PH00IL 212 1 2 3 1 2 3 4 ffy 205 ...... .......- n 1415 3762 —S 1984_N b Mercator AmiFary_Sphere ITIU 132 130 ......, "" ......°°°°°.... 134 1: 120 133 32 ... 12e �,�• 1211k:,k.� J 'v 120 � � ,,,,,_ 124124 124 lie -�"�----- �s 124 114 110 o _.............. __. ... I ...... L... I ro u i, d . I'' I'd 376 06C(AA1 En'TIa IMvm9bn aliown an lfb mepw Corry lath tlPPoreM 06 rcea Tfie (ertdAvm MlecWy lMomel Mle n9p b! mapleypupwee. m aavaur.+cvrrwn w�n,*no �ppxx ew+pe.�r�+r wln xuFwrwxy me cry dEH$MtlWnrMiq'wb�W,°i'0'�m NWNMPPMY4MINMA9Y xb +M+4B�iYrvMP�M swq'mxeywn wuullrg pom arx um d I/wmgr Page 5 Legend - City Boundary 124-128 Maryland Street