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HomeMy WebLinkAboutNorth Coast Railroad Authority (NCRA) 2011-10-04License Agreement a This License Agreement for Property ("Agreement") is made effective October 4, 2011, by and between North Coast Railroad Authority, a public authority established pursuant to the North Coast Railroad Authority Act (Gov Code ยง93000 et seq.) (herein referred to as "Licensor") and City of Ukiah, a general law municipal corporation (herein referred to as "Licensee"). In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. GRANT OF LICENSE; DESCRIPTION OF PROPERTY Licensor grants to Licensee a license to utilize property and building for storage of equipment at the property of Licensor at or near APN 002-232-13, and otherwise described as the Baker Building located at 311 E. Perkins Street, Ukiah, Ca. 2. USE OF PROPERTY; TERM The above described Property may be entered upon and maintained by Licensee for the storage of equipment and supplies during the period beginning October 4, 2011 and continuing for a term of one (1) year, unless sooner terminated as provided herein ("Initial Term"). Subject to the terms and conditions set forth herein, Licensee hereby is granted the right and option ("Renewal Option") to extend the term of this Agreement for an additional year (1) years ("Renewal Term"). Licensee shall exercise the Renewal Option, if at all, by giving written notice to Licensor of Licensee's election to extend the term no earlier than thirty days (30) prior to the end of the Initial Term and no later than thirty (30) days prior to the end of the Initial Term. Licensor or Licensee shall have the right to terminate this Agreement at any time by giving thirty (30) days prior written notice . 3. CONSIDERATION Consideration for use of the building for storage has been waived. 4. USE AND IMPROVEMENTS Licensee hereby agrees to install all permanent improvements and any necessary utilities to serve those improvements which shall become part of said Property and title to said improvements shall be vested with Licensor upon termination of this license. Improvements, excavations, removal of any trees, weeds, brush, grass or improvements and other modifications to the Property shall be the sole responsibility of Licensee. Licensee will make all reasonable efforts and take all reasonable precautions to maintain the property in such a way that is safe and free from unreasonable hazards likely to cause injury to persons who use the Property. Licensee shall assume full responsibility for the proper use and supervision of the property. 5. INDEMNIFICATION Licensor shall not be liable for and is free from the cost of any damages for personal injury or property damage to Licensee or its officers, agents, employees and invitees resulting from the use made by Licensee of the Property, and Licensee covenants and agrees to indemnify and save harmless said Licensor and its officers, agents and employees from and against any and all liability, loss, cost, or other obligation, including reasonable attorney's fees in account of or arising out of any such injuries or losses. Licensee shall not be liable for and is free from the cost of any damages for personal injury or property damage to any person or entity other than Licensee or its officers, agents, employees and invitees resulting from any cause other than Licensee's use of the Property, faulty construction or the unauthorized use of the Property, and Licensee covenants and agrees to indemnify and save harmless said Licensee and its officers, agents and employees from and against any and all liability, loss, cost, or other obligation, including reasonable attorney's fees in account of or arising out of any such injuries or losses. Licensee shall provide Licensor with a Certificate of Liability naming North Coast Railroad Authority (NCRA) as Additionally Insured. Lessor shall provide Licensee with a Certificate of Insurance and Policy Endorsement naming City of Ukiah as Additionally Insured. 6. ASSIGNMENT Licensee will not assign this license or any interest therein and will not let or underlet the said Property or any part thereof without the prior written consent of the Licensor. 7. ATTORNEY'S FEES In any legal action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable costs and attorney's fees. 8. NOTICES Any written notice required hereby shall be deemed given upon receipt or forty-eight hours after such notice is deposited in the United States mail, first class postage prepaid and addressed as follows: To Licensor: North Coast Railroad Authority c/o Mitch Stogner, Executive Director 419 Talmage Road, Suite M Ukiah, Ca 95482 To Licensee: City of Ukiah Attn: Sage Sangiacomo 300 Seminary Ave Ukiah, Ca 95482 2 9. PARAGRAPH HEADINGS Paragraph headings are included for the convenience of the parties and are not intended to define or limit the scope of this Agreement. 10. PREVIOUS AGREEMENTS Any and all existing statements or agreements, whether oral or written, or renewals thereof, between the parties hereto, covering the same subject matter are hereby cancelled and superseded by the terms of this Agreement, and such prior agreements, statements or understandings shall have no further force or effect. North Coast Railroad Authority By: Print: - 0 Lui-kt-kA j,) Its cZ k i > - - Date: 1;2U I A p oved as to Form CRA General Legal Counsel October 24, 2011 Mr. Mitch Stogner, Executive Director North Coast Railroad Authority 419 Talmage Rd., Ste. M Ukiah CA 95482 Dear Mr. Stogner: Enclosed are two (2) original Baker Building License Agreements as per previous discussions with Sage Sangiacomo, with an effective date of October 4, 2011. Please sign and retain one original for your records, and sign and return the second original to my attention. I have included a self-addressed envelope for your convenience. Thank you, Sin.cer ly;~ A Linda Brown City Manager's Office Enclosures (2) 300 SEMINARY AVENUE UKIAH, CA 95482-5400 Phone# 707/463-6200 Fax# 707/463-6204 Web Address: www.cityofukiah.com