HomeMy WebLinkAboutAlpha Analytical Labs - License Agreement 2223-210 - Contract - signed COU No. 2223-210
License Agreement
This License Agreement("Agreement") by and between the City of Ukiah(herein referred to as
"Licensor")and Alpha Analytical Laboratories, Inc.,(a California corporation); herein referred to
as "Licensee")together known as the "Parties".
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 of the North Coast Railroad Authority
(NCRA),NCRA having granted Licensor an exclusive license to the property, as depicted in
Exhibit "A", and Exhibit"B" and attached hereto("Premises"), at or near APN 0021-934-400
located near 208 Mason Street Ukiah,CA 95482 address of nearby Property.Railroad Mile Post
114.5 (approximate area of 6,800 SF)and otherwise described as a 40'x 170'parcel of land
located westerly of the mainline track and sharing a westerly boundary with the east boundary
of Mason Street right-of-way.
2. USE OF PROPERTY; TERM
The above described Property may be entered upon and maintained by Licensee solely during the
period beginning July 1 ,2023 (the Effective Date)and continuing for a term of three
(3)calendar years, commencing January 1,2024,unless sooner terminated as provided herein("Initial
Term"). Licensee shall have the right to terminate this Agreement at any time by giving thirty(30)
days prior written notice to Licensor. Licensor shall have the right to terminate this Agreement after
the first twelve(12)months of the term by giving six(6) months prior written notice to Licensee.
After the Initial Term the agreement may be extended on an annual basis if approved by both parties.
3. CONSIDERATION
As consideration for this Agreement, Licensee agrees to pay Licensor a Use Fee of
$2,244.00(Two-Thousand Two-Hundred and Forty-Four Dollars) per year during the term
of this Agreement, payable each calendar year of the Initial Term. At the commencement of
the second year and each subsequent year thereafter, should Licensor approve renewal of the
License Term, the Use Fee shall increase by a 5% percentage increase each year. At the
conclusion of the Initial Term the City will conduct a rate study and evaluate the Use Fee.
The Use Fee will be adjusted accordingly at that time and then all future increases will reflect
the Consumer Price Index (CPI)during the preceding calendar year(January to December),
but not to exceed 5%. CAI means the index for all urban consumers(1982-1984 = 100), U.S.
City average, all items, published by the United States Department of Labor, Bureau of Labor
Statistics. In the event the CPI is discontinued or otherwise not available, "CPI"shall mean
such comparable statistics on the purchasing power of the consumer dollar as is reasonably
agreed on between the City and Licensee.
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4. USE AND IMPROVEMENTS
Licensee shall have the right to use the Premises solely for vehicle parking related to the Licensee's
business, including for Licensee's employees and members of the public. The Premises shall not be
used for overnight parking. Licensee shall not sublicense parking spaces on the Premises.The
Premises shall not be used for storage of materials or supplies,or for any purposes not related to
vehicle parking.
Improvements,excavations,weeds,brush,grass or improvements and other modifications to the
Premises shall be the sole responsibility of Licensee. Licensee will abate and remove weeds and
other hazardous vegetation and combustible materials on the Premises so as to remove the potential
for fires. Licensee will make all reasonable efforts and take all reasonable precautions to maintain
the Premises in such away that is safe and free from unreasonable hazards likely to cause injury to
persons who use the Premises. Licensee shall assume full responsibility for the proper use and
supervision of the Premises.
Licensee hereby agrees to maintain the vegetation on the said Premises at Licensee's expense.
Licensee hereby agrees to maintain the Licensee owned fence at Licensee's expense. Licensee agrees
to disclose to any purchaser of the Licensee's property that the improved area(6,800 sq feet)belongs
to the Licensor,and a new agreement will need to be entered into upon transfer of title for any
owner to maintain use of Licensor's property.
Any Licensee improvements must obtain any required permits from the local jurisdiction and
approval from Licensor.
Licensee improvements shall be subject to the terms and provisions of Section 7 in the event of a
termination by either party.
5. INDEMNIFICATION
Licensor and N C R A shall not be liable for and are free from the cost of any damages for
personal injury or property damage resulting from the use made by Licensee of the Premises,
and any defective condition of faulty construction of any improvements arising thereafter,and
Licensee covenants and agrees to indemnify and save harmless said Licensor and NCRA,as well
as their 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 the City of Ukiah and
North Coast Railroad Authority(NCRA)as Additionally Insured for the following categories
and in the following amounts:
a. Workmans Compensation $500,000.00 each employee/accident
b. Liability Insurance $500,000.00 each accident
$1,000,000.00 policy limit
c. Vehicle Insurance $1,000.000.00 combined single limit
d. Commercial General Liability $1,000,000.00 per occurrence
$2,000,000.00 general aggregate
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6. ENVIRONMENTAL PROVISIONS
A. Definitions. As used in this Section,the following terms have the
following definitions:
"Agencies"means any federal, state, or local governmental authorities,agencies, or
other administrative bodies with jurisdiction over Licensee or the Premises.
"Environmental Laws"means any federal,state,or local environmental, health, or safety-
related laws, regulations, standards, court decisions, ordinances, rules, codes, orders, decrees,
directives, guidelines, permits, or permit conditions,currently existing and as amended,
enacted, issued, or adopted in the future that are or become applicable to Licensee or the
Premises, including, but not necessarily limited to the Consent Decree in Hight v. North Coast
Railroad Authority, Mendocino County Superior Court,Case No.
80240, a true and correct copy of which is posted at NCRA's website,
httpa/www.nonhcoastrailroad.org..and is incorporated herein by this reference.
"Existing Environmental Conditions"means the conditions disclosed in the report
entitled Phase H and Phase III Program Findings, Northwestern Pacific Railroad, Novato to
Willits, dated March 1996, prepared for Licensor by Geomatrix Consultants,a true copy of
which is available for inspection at the NCRA office.
"Hazardous Material"means any chemical,substance, material,controlled substance,
object, condition, waste, living organism,or combination that is or may be hazardous to human
health or to the safety of the environment due to its radioactivity, flammability,corrosivity,
reactivity,explosivity,toxicity,carcinogenicity, mutagenicity,phytotoxicity, infectiousness,or
other harmful or potentially harmful properties or effects, including, without limitation,
petroleum and petroleum products,asbestos,radon,polychlorinated biphenyls(PCBs)and all of
those chemicals,substances, materials,controlled substances,objects,conditions, wastes, living
organisms,or combinations that are now or become in the future listed,defined,or regulated in
any manner by any Environmental Law based upon,directly or indirectly,their properties or
effects.
"Licensee's Parties"means Licensee's employees, agents,customers,visitors, invitees,
licensees,contractors,designees,or sublicensee's.
B. Use of Hazardous Materials.
Licensee will not use or allow the use of the Premises in a manner that may cause
"Hazardous Materials" to be released or to become present on, under, or about the Premises or
other properties in the vicinity of the Premises.
C. Environmental Compliance.
i. Licensee and Licensee's Parties will not,at any time during the Term,cause or permit any
Hazardous Materials to be brought upon,stored, manufactured, generated, blended,
handled,recycled,treated, disposed,or used on, under, or about the Premises for any
purpose,except as specifically approved in writing by Licensor("Permitted Hazardous
Materials"),as amended from time to time. Any material change to the Permitted
Hazardous Materials must be approved in advance in writing by Licensor, whose approval
will not be unreasonably withheld. 3
ii. During the Term, Licensee will take reasonable steps to protect against intentional or
negligent acts or omissions of third parties that might result directly or indirectly in the
release,disposal,or other placement of Hazardous Materials on or under the Premises.
iii. No asbestos-containing materials will be manufactured or installed for any purposes on or
as part of the Premises, whether as part of Licensee's or Licensee's Parties' business
operations or as Licensee improvements, unless approved in advance in writing by
Licensor, whose approval will not be unreasonably withheld.
iv. Licensee will keep, operate, and maintain the Premises in compliance with all, and will
not cause or permit the Premises to be in violation of any, Environmental Laws.
D. Underground Storage Tanks.
i. Neither Licensee nor any of Licensee's Parties will install or use any
underground storage tanks on the Premises.
E. Licensoe's Right of Entry and Testing.
Licensor and Licensor's representatives have the right, but not the obligation, at any
reasonable time to enter onto and to inspect the Premises and to conduct reasonable testing,
monitoring, sampling,digging,drilling,and analysis to determine if Hazardous Materials are
present on, under,or about the Premises and to review and copy any documents, materials, data,
inventories,financial data,or notices or correspondence to or from private parties or
governmental authorities(collectively, "Inspection"). If the Investigation indicates the presence
of any environmental condition that occurred during the Term as a result of Licensee's or
Licensee's Parties'activities,or failure to act where Licensee had a duty to act, in connection
with the Premises, Licensee will reimburse
Licensor for the cost of conducting the tests.
F. Notification.
i. Licensee must give immediate written notice to Licensor of:
(a) any enforcement,remediation,or other regulatory action or order,taken or threatened, by
any Agency regarding,or in connection with,the presence,release,or threat of releases of
any Hazardous Material on, under,about,or from the Premises,or any tanks on the
Premises, or otherwise resulting from Licensee's use of the Premises;
(b) all demands or claims made or threatened by any third party against Licensee or Licensee's
Parties or the Premises relating to any liability, loss,damage,or injury resulting from the
presence, release, or threat of release of any Hazardous Materials on, under,about,or from
the Premises or otherwise resulting from Licensee's use of the Premises;
(c) any significant spill,release, or discharge of a Hazardous Material on,under, about,or from
the Premises, including,without limitation,any spill,release,or discharge required to be
reported to any Agency under applicable Environmental Laws; and
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(d) all incidents or matters where Licensee and Licensee's Parties are required to give notice to
any Agency pursuant to applicable Environmental Laws.
ii. Licensee must promptly provide to Licensor copies of all materials,
reports, technical data,Agency inspection reports, notices and correspondence,and other
information or documents relating to incidents or matters subject to notification under this
Agreement. Also, Licensee must promptly furnish to Licensor copies of all permits,approvals,
and registrations Licensee receives or submits with respect to Licensee's operations on the
Premises, including,without limitation,any registrations for underground storage tanks currently
existing on the Premises, installation permits, and closure permits.
G. Remediation.
i. If any Hazardous Materials are released or found on, under, or about the
Premises arising out of Licensee's or Licensee's Parties' activities, or failure to act where
Licensee had a duty to act, in connection with the Premises, Licensee must promptly take all
actions, at Licensee's sole expense, necessary to investigate and remediate the release or
presence of Hazardous Materials on, under, or about the Premises in accordance with
Environmental Laws and the requirements of all Agencies. However, unless an emergency
situation exists that requires immediate action, Licensor's written approval of these actions will
first be obtained, and the approval will not be unreasonably withheld. Licensor's right of prior
approval of these actions includes, but is not limited to, the selection of any environmental
consultant to perform work on or related to the Premises,the scope of work,and sampling
activities to be performed by the consultant before the report is final. Licensee will provide
Licensor with at least three(3)business days'advance notice of any sampling,and upon request
of Licensor,will split samples with Licensor. Licensee will also promptly provide Licensor with
the results of any test, investigation,or inquiry conducted by or on behalf of Licensee or
Licensee's Parties in connection with the presence or suspected presence of Hazardous Materials
on, under, about,or from the Premises. Licensee must notify Licensor in advance and give
Licensor the right to participate in any oral or written communications with regulatory agencies
concerning environmental conditions on or arising from the Premises. Licensor has the right, but
not the obligation, to assume control of any required remediation on the Premises at Licensee's
expense if Licensee fails to notify Licensor and obtain Licensor's approvals as required under
Section 18(h). Within thirty(30)days after Licensee's completion of any remediation of the
Premises, Licensee must deliver to Licensor a letter from the applicable Agency stating that the
remediation was undertaken in accordance with all applicable Environmental Laws and that any
residual contamination remaining after the remediation does not pose a threat to human health or
the environment.
ii. If Licensee or Licensee's Parties have caused or permitted a release of
Hazardous Materials that results in or threatens to result in Hazardous Materials becoming
present on, under, or about the Premises, threatens public health or safety or the environment,
or is in noncompliance with any applicable Environmental Laws or requirements of Section 18,
Licensor may demand that Licensee promptly take action in accordance with Section 1 8(h)(i). If
Licensee does not respond within thirty(30)days(unless there is an emergency, in which case
Licensee must respond as soon as practicable, but not less than three(3)days), Licensor has the
right,but not the obligation, to enter onto the Premises and take all actions reasonably
necessary to occupancy shall be construed to be a tenancy from month-to-month, subject to
the terms and conditions of this Agreement, except that the Base Rent shall automatically
increase to 200% of the Base Rent in effect immediately prior to such termination or
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expiration.
7. ASSIGNMENT
Licensee will not assign this license or any interest therein and will not let or underlet the said
Premises or any part thereof without the prior written consent of the Licensor.
S. 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.
9. NOTICES
Any written notice or payment required hereby shall be deemed given upon acknowledgement of
receipt, including by email,or forty-eight hours after such notice is deposited in the United States
mail, first class postage prepaid and addressed as follows:
Payments
To Licensor:
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attn: City Manager
Notices
To Licensor:
City of Ukiah
300 Seminary Avenue
Ukiah,CA 95482
Attn: City Manager
cityclerk@cityofukiah.com
To Licensee:
Alpha Analytical Laboratories, Inc. Robert A. Phillips,Owner
208 Mason Street
Ukiah,CA 95482
rphillips@alpha-labs.com
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10. 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.
11. 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.
This license agreement is effective on the latest date signed as stated below.
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Licensee
t Cy J�-fir-
Sign:
Print:
Title:
Date: ✓��'
Licensor
Sign:
Print: Saae Sang-iacomo
Title: City Manager.
Date: J u 1 145 2023
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Exhibit "A"
LEGAL DESCRIPTION
A rectangular parcel of land located in the City of Ukiah,County of Mendocino,
State of California being more particularly described as follows:
Commencing at the southeast comer of the intersection of Clara Avenue and
Mason Street,thence south approximately six hundred ninety(690') feet along the
east right of way line of Mason Street to the point of beginning(POB),thence
easterly a distance of forty(40')feet thence southerly parallel to Mason Street a
distance of one hundred seventy (170')feet,thence westerly a distance of forty
(40')feet,thence northerly along the east right of way line of Mason Street to the
Point of Beginning.
Said parcel contains approximately 6,800 square feet.
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