HomeMy WebLinkAboutKelly Land Company; 2000-10-06;lO/Z3/00 MON 12:20 FAX 619 338 6700 SW&Y SANDIEGO I . MO02
LICENSE AGREEMENT
FOR ENTRY ONTO PROPERTY
This License Agreement for Entry onto Property (this “Agreement”) is made as of October
i, 2000, by and between Kelly Land Company, a Delaware corporation (“Licensclr”), and the City
of Carlsbad (“Licensee”).
RECITALS
A. Licenser is the owner of certain real property known as the future Agua Hedionda
Lagoon Foundation site located in the City of G&bad, State of California, which property is more
particularly described and/or generally shown on Exhibit “A” attached hereto (the “:?roperty”). The
Property is a portion of Village F within the Kelly Ranch Project (known as Lot 167 of Carlsbad
Tentative Map No. CT97-16), which is in processing with the City of Carlsbad a Id the California
Coastal Commission.
B. Licensee desires to enter onto the Property for the purpose of preparing for and
holding a dedication ceremony for approximately one hundred twenty-five guest r to dedicate the
project known as the Faraday Avenue/Cannon Road Project (the “Dedication Ceremony”), and
Licenser desires to grant a license to Licensee for such purpose.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. Right to Enter Pronerty. Subject to the terms of this Agreement, Licenser hereby
grants to Licensee and its agents, employees, consultants, contractors, invitec:s and licensees
(collectively, the “Entrants”), a nonexclusive, revocable license and permission to enter upon the
Property during the Term of this Agreement for the purposes of(i) clearing trash from and grading
that portion ofthe Property depicted on Exhibit “A” (the “Parking Area”) so that ’ he Parking Area
is suitable for the parking of automobiles, (ii) erecting one or more temporary sp:cial event tents,
(iii) otherwise reasonably preparing the Property for the Dedication Ceremony, (iv) holding the
Dedication Ceremony (including serving food and beverages), and (v) performing po St-event cleanup.
Any work performed for or by Licensee hereunder shall be at the sole cost and expc:nse of Licensee,
and shall be performed in a good and workmanlike manner.
3 A. The right of entry granted to Licensee for trash clearing and grading as Term.
discussed above shall be valid on October 23 and 24,ZOOO; and the right of entry grcnted to Licensee
and the Entrants hereunder shall be valid only for the period commencing at 7:00 a.m. on October
25,200O and terminating at 5100 p.m. on October 2.5,2000 (collectively, the “Term”).
3. Conduct of Licensee and Entrants.
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personal property located thereon and shall, at its own cost and expense, promptly rr:pair any damage
to the Property caused by Licensee or any of the Entrants.
@I Entrv Onto Surroundine Areas Strictlv Prohi yited Licensee
acknowledges that Licensee and each of the Entrants are strictly prohibited from csg onto the
area surrounding the Property. Licensee shall specifically ensure that no Entrant enters onto any area
other than the Property, including without limitation, any wetlands area. In the case of any entry by
Licensee or any Entrant in violation of this Section 3(b), Licensee shall filly inder m Licenser in
accordance with Section 5 below for any loss occurring during the Term,
4. Compliance With Laws. All entry, work and activities upon the Pro1 jerty by Licensee
and the Entrants shall be in compliance with all applicable laws and regulations, and Licensee shall
be solely responsible for obtaining any permit and license required by all applicable laws and
regulations. While on the Property, Licensee shall comply with, and cause all (4 its Entrants to
comply with, all applicable laws and governmental regulations, as well as any aid all reasonable
instructions and directions from Licenser or its authorized representative.
5. Indemnification. Licensee acknowledges and agrees that it has coltducted a review
of the Property as it deems necessary and appropriate in order to identify any ri;ks associated in
connection with entry on the Property. As a material part of the consideration for :he right of entry
granted hereunder, Licensee hereby agrees to bear all risks associated with (i) my entry on the
Property by Licensee or any Entrant during the Term and (ii) any entry onto areas surrounding the
Property in violation of Section 3(b) above during the Term. Licensee hereby waives, releases and
agrees to protect, defend, indemnifjl, and hold harmless Licenser and its agents, em jloyees, ofhcers,
directors, shareholders, members, affiliates and the Property from and against any and all losses,
damages, injuries, accidents, casualties, liabilities, claims, liens, costs or expenses (irduding, without
limitation, reasonable attorneys’ fees and costs) of any kind or character caused by 3r resulting from
the entry onto, or the presence or work conducted (i) on the Property or (ii) on the areas surrounding
the Property in violation of Section 3 (b) above, by Licensee or any of the Entrants, unless caused by
the willful misconduct or gross negligence oflicensor. The provisions of this Section 5 shall sutive
the termination or expiration of this Agreement only as to losses, liablities, etc., arising during the
Term.
6. Insurance. Without limiting Licensee’s indemnity obligation under Section 5 above,
Licensee, at its sole cost and expense, shall, during the period of any entry or work on the Property,
name Licenser as an additional insured on any policy or policies of commercial general liability
insurance with respect to the use of the Property and the activities of or on behalf o ‘Licensee. Prior
to any entry onto the Property by Licensee or any Entrant, Licensee shall (a) deiver to Licenser
certificates of such insurance naming Licenser as an additional insured and providing; that such policy
may not be canceled or modified in any respect as to coverage during the Term, and (b) provide
reasonable proof that Licensee and its agents, employees, consultants and contractors are covered
by statutory worker’s compensation insurance upon request, The policies to be maintained by
Licensee pursuant to this Section 6 shall be issued by insurance companies that are qualified to do
business in California, and the policy of commercial general liability insurance shall contain no
provisions affecting any rights which Licenser would have as a claimant if not named as an insured.
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7. Restoration. Prior to the expiration of the Term or upon any earli :r termination of
this Agreement, Licensee shall remove ah equipment and personal property therefrom not belon@ng
to Licenser, and leave the Property in a clean and safe condition,
8. Attorneys’ Fees. In the event of any dispute between the parties hersto arising out of
the terms of this Agreement, the prevailing party in such dispute shall be entitled to recover from the
other all costs and expenses, including reasonable attorneys’ fees and court cost!; incurred by the
prevailing party in any such dispute (whether or not such dispute is prosecuted to a final judgment
or other final determination) together with all costs of enforcement and/or collection of any judgment.
9. No Third Partv Beneficiaries. This Agreement shall not be deemed to confer any rights
upon any individual or entity which is not a party hereto, and the parties hereto exprrssly disclaim any
such third-party benefit.
10. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and
year first above written.
“Licenser” KELLY LAND COMPANY,
a Delaware corporation A
By:
(@cd*7
“Licensee” CITY OF CARLSBAD
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