HomeMy WebLinkAboutICC COLLISION CENTERS, INC. (FKA: PLATINUM EQUITY PARTNERS 3A-2010AGREEMENT TERMINATION
2 1 DEC -7 PH t 29
Please complete this form when the attached agreement is no longer in effect.
CITY rUj MkHTA ANA
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Department:
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Signature:
Date: %d 16 •
City of Santa Ana
Revised 08 -28 -06 Clerk of the Council
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INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
-CLERK OF COUNCIL EXCLUSIVE LICENSE AGREEMENT
O" DATE-DEC 7 ?[` RS EXCLUSIVE LICENSE AGREEMENT is entered into on October-4-"?' , 2010, by
Q _ P VVA ( o?) and between ICC Collision Centers, Inc., a California corporation ("Licensee") and the City of
?Cr-i Cc?Je Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
and laws ofthe State of California ("City").
RECITALS:
A. The City is the owner of that certain real property located at the eastern terminus of Alton
Avenue between Standard Avenue and the SR-55 Freeway in the City of Santa Ana,
California, as described in Exhibit A, attached hereto and incorporated by reference
(hereinafter the "Property"). The City intends to construct a freeway overpass on the
Property in the future.
B. Licensee desires to enter onto said Property to utilize the Property as a storage area as an
interim use until the freeway overpass project is commenced.
C. City previously granted to Platinum Equity Partners, by Exclusive License Agreement N-
2007-003, dated January 22, 2007, the right to utilize said Property for storage. In August
2009, Platinum Equity Partners restructured and it is now known as ICC Collision Centers,
Inc.
D. The City's wishes to accommodate Licensee's desire to continue to enter and utilize the
Property as a storage area, granting exclusive right of entry and license to Licensee and
terminating any rights which may be held by Platinum Equity Partners, upon the terms and
conditions contained herein, and on a temporary basis.
E. Licensee understands that the City acquired and intends to use the Property for future street
purposes.
NOW, THEREFORE, for good and valuable consideration, Licensee and City agree as follows:
1. RIGHT OF ENTRY AND LICENSE
a. Provided that all of the terms and conditions of this Agreement are fully satisfied, as of
the November 1, 2010, City hereby grants to Licensee and its employees, agents, contractors, and
assigns a revocable license to enter upon and encroach upon said Property to utilize the Property
as a storage area, including improving the Property by paving and adding attractive fencing, and
for no other purposes without the prior written consent of the Executive Director of the Public
Works Agency, for the term of thirty (30) days from the date of execution and approval of
required insurance documentation.
b. This Agreement shall automatically renew each month, unless and until a thirty (30) day
written notice to vacate premises is provided by City. It is expressly understood that this
Agreement does not in any way whatsoever grant or convey any rights of possession, easement or
other cognizable property interest in said Property, except those expressly provided within this
Agreement. Upon termination ofthis Agreement, any improvements constructed by Licensee or
its predecessor, shall be the property of the fee title owner of said Property.
C. City will not be held responsible for loss of or damage to, any personal property left on
the Property, or improvements made by Licensee on the Property.
d. This License is made subject and subordinate to the prior and continuing right of City to
use the Property and the use of the public right-of-way.
2. AGREEMENT. By execution of this Agreement, Licensee agrees for itself and on behalf of
its employees, agents, consultants, contractors and assignees as follows:
a. Licensee will not permit any dangerous condition or waste to be created on the Property.
b. All acts and things done by Licensee on the Property will be done in a careful and
reasonable manner, in accordance with all federal, state and local laws. Licensee agrees that any
use it makes ofthe Property as specified herein shall be affected with all reasonable diligence and
precaution to avoid damage to the land, property or personnel. Licensee agrees and
acknowledges that nothing herein is intended, nor shall it be interpreted, as to bind the City to
issue or grant any permits or entitlements needed to perform any work or improvements specified
in this Agreement.
C. Licensee shall enter the Property entirely at its own cost, risk and expense.
d. Licensee agrees to conform to any reasonable requirements set forth by the City related to
the use of the Property as a storage area during the term of this License.
e. During the term of this License Agreement, Licensee shall maintain, and shall require its
subcontractors, if any, to obtain and maintain insurance as described below:
i. Commercial General Liability Insurance which shall include protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage to
property, resulting from any act or occurrence arising out of Licensee's operations in the
performance of this Agreement, including without limitation, acts involving vehicles. The
amounts of insurance shall be not less that single limit coverage in the total amount of
$1 ,000,000.00 per occurrence. Such insurance shall (a) name the City, its officers, employees,
agents, volunteers and representatives as additional insured(s); (b) be primary with respect to
insurance or self-insurance programs maintained by the City; and (c) contain standard separation
of insureds provisions.
ii. The following requirements shall apply to insurance to be provided by Licensee
pursuant to this Agreement:
• Licensee shall maintain all insurance required above in full force and effect
for the entire period covered by this License Agreement.
• Certificates of insurance shall be provided to City upon execution ofthis
Agreement and shall be approved in form by the City Attorney.
• Certificates and policies shall state that the policies shall not be cancelled or
reduced in coverage or changed in any material aspect without thirty (30)
days prior written notice to the City.
iii. If Licensee fails or refuses to produce or maintain the required insurance, or fails
to provide City with required proofthat insurance has been procured and is in full force and paid
for, City shall have the right, at its election, to terminate this Agreement.
f. Licensee shall not permit any mechanics', materialmen's or other liens of any kind or
nature ("Liens") to be filed or enforced against the Property in connection with this Agreement.
Licensee shall indemnify, defend and hold harmless City from all liability for any and all liens,
claims and demands, together with costs of defense and reasonable attorneys' fees, arising from
any Liens. City reserves the right, at its sole cost and expense, at any time and from time to time,
to post and maintain on the Property, or any portion thereof, or on the improvements on the
Property, any notices of non-responsibility or other notice as may be desirable to protect City
against liability. In addition to, and not as a limitation of City's other rights and remedies under
this Agreement, should Licensee fail, within ten (10) days of written request from City, either to
discharge any Lien or to bond for any Lien, or to defend, indemnify and hold harmless City from
and against any loss, damage, injury, liability or claim arising out of a Lien, then City, at its
option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment
related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to
City, as applicable, by Licensee upon written demand.
g. Licensee shall not have any interest in the Property or be entitled to any reimbursement
or repayment for any work performed upon the Property pursuant to this Agreement.
h. Licensee shall take all necessary precautions to prevent the import and/or release into the
environment of any hazardous materials which are imported to, in, on or under the Property
during this License. If hazardous materials are imported onto the Property, Licensee shall be
solely responsible for removing such imported hazardous materials in conformance with all
governmental requirements. Licensee shall report to the City, as soon as possible after each
incident, any unusual or potentially important incidents with respect to the environmental
condition of the Property.
i. Licensee agrees it will not install or make any improvements to the Property, except as
provided herein, without the written approval of the City. The Licensee agrees that prior to
commencing any improvements, it will obtain plan approval from the City's Planning and
Building Agency, and that it will obtain all required permits and inspections. Licensee shall pay
all costs of the installation, operation, maintenance, repair and removal of any approved
improvements on the Property.
j. Licensee will maintain the Property in a neat, clean, sanitary and safe condition, to the
satisfaction of the City, at the sole cost and expense of the Licensee. The Property shall be
maintained in a manner consistent with community standards which will uphold the value of the
Property, in accordance with this Agreement, the Santa Ana Municipal Code and all other
applicable local, state and federal rules, regulations and standards. Licensee agrees to refrain
from using the Property for storage, sale, keeping or abandonment of inoperable vehicles, junk, or
waste material, including scrap metal or other scrap materials, or for the dismantling, demolition
or abandonment of automobiles, other vehicles, machinery or parts thereof.
k. Licensee shall be responsible for the payment of all charges in connection with utility
services provided to the Property. "Utility services" shall include natural gas, water, electricity
and sewer.
I. Licensee shall not record or attempt to record this personal License. Any attempt by
Licensee to record this License shall automatically terminate this License Agreement and render
this License void and invalid for all purposes.
3. INDEMNITY. Licensee agrees to defend, indemnify and hold the City and its officers,
employees, agents, representatives and volunteers, harmless from and against any and all loss,
damage, injury, liability, claim, cost or expense (including, without limitation, reasonable
attorneys' fees, expert witness fees, court costs and expenses) arising from or attributable to the
activities of Licensee or any of its employees, agents, consultants, contractors, and assignees
upon the Property pursuant to this Agreement. All use of and entry upon the Property shall be at
the sole cost, risk and expense of Licensee. Licensee recognizes and understands that should this
Agreement be deemed by the County of Orange to create a possessory interest subject to property
taxation, Licensee shall be responsible for the payment of property taxes levied on such interest,
and that it shall defend, indemnify and hold the City of Santa Ana and its officers, employees,
agents and representatives harmless from and against any and all such claims.
4. LICENSE PAYMENT. Licensee shall pay to City a monthly license fee of $2,400.00, for an
annual total of $28,800.00. Payment shall be due on or before the 1 ` day of each month, payable
to "The City of Santa Ana" and remitted to the following address:
Finance and Management Services Agency
City of Santa Ana
P.O. Box 1988 (M-17)
Santa Ana, CA 92702
Attn:
A copy of said payment shall be sent to the address listed herein below in Section 7 - "Notices".
All payments requiring proration shall be prorated on the basis of a 30-day month. A late charge
often percent (101/16) shall be applied five (5) days after any payment is due but unpaid. In
addition, one and one-half percent (1 '/2 interest per month shall be added for each month that
payment hereunder is due but unpaid.
5. REVOCATION. City may revoke this License at will, upon thirty (30) day written notice to
the Licensee.
6. TEMINATION OF OCCUPANCY
a. Occupancy may be terminated by either party upon thirty (30) days written notice to the
other party.
b. Licensee accepts the Property in an "as is" condition and upon termination or revocation
of this License, Licensee shall, at its own cost and expense, remove any improvements installed
by Licensee or its predecessor, and surrender possession ofthe Property to the Licensor in good
order and repair and as nearly practicable to the state and condition in which it existed prior to the
grant of this License, to the satisfaction of City.
C. In the event Licensee fails, neglects or refuses to remove said improvements and restore
the Property, such removal and restoration may be performed by City at Licensee's expense,
which Licensee agrees to pay to City upon demand.
7. NOTICES. Any notice to be given by either party shall be deemed properly served if
deposited with the United States Postal Service, or other acceptable mailing service, postage
prepaid, to addresses below:
To City: Public Works Agency
City of Santa Ana
P.O. Box 1988 (M-21)
Santa Ana, CA 92702
Attn: Raul Godinez
To Licensee: ICC Collision Centers
3131 S. Standard Ave.
Santa Ana, CA 92705
Attn: Hamid Hojati
8. ASSIGNMENT. Licensee shall not make any assignment of this Agreement without the
prior written consent ofthe City, which consent shall not be unreasonably withheld.
9. MISCELLANEOUS.
a. Choice of Law. This Agreement shall be governed by and construed in accordance with,
the laws ofthe State of California.
b. Remedies. Either party shall be entitled to the remedies of specific performance and
injunction to enforce its rights hereunder, except to the extent expressly provided to the
contrary in this Agreement. All rights and remedies under this Agreement are cumulative
and no one ofthem shall be exclusive of any other, and each party shall have the right to
pursue any one or all such rights and remedies, or any other remedy which may be
provided by law, whether or not stated in this Agreement, except to the extent expressly
provided to the contrary in this Agreement.
C. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the
same instrument.
d. Non-Liability of Public Officials. No officer, employee, member, agent or representative
ofthe City shall be personally liable to Licensee, or any successor in interest, in the event
of any default or breach by the City, or for any amount which may become due to
Licensee or its successor, or for any breach of any obligation of the terms of this
Agreement.
e. Effective Date. This Agreement shall become effective upon both parties execution of
this Agreement.
f. Termination of Prior Agreements. Upon its execution, this Agreement terminates,
rescinds, repeals and makes null and void and of no further effect, any prior license or
right of entry between the parties relating to any portion of the Property.
IN WITNESS WHEREOF, the parties hereto have executed this Exclusive License Agreement on
the date and year first written above.
CITY OF SANTA ANA
ATTEST:
MARIA D. HUIZAR DAVID N. REAM
Clerk ofthe Council City Manager
Date:
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
Y
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL: ICC COLLISION CENTERS, INC.
RAUL GODINEZ I HAMS HOJATI
Executive Director - PWA President
Date: 1 n- a lo- I n