Loading...
Grand View Baptist Church-2018-60 2018-60 TEMPORARY PARKING LICENSE AGREEMENT THIS TEMPORARY PARKING LICENSE AGREEMENT ("Agreement") is executed this 27th day of November, 2018, by and between GRAND VIEW BAPTIST CHURCH, a California nonprofit corporation ("Grantor"), on the one hand, and the CITY OF GRAND TERRACE, a California municipal corporation ("Grantee" and together with Grantor the "Parties")on the other hand, who agree as follows: RECITALS A. Grantor is the owner of record of that certain real property commonly referred to as 22755 Vista Grande Way, Grand Terrace, California, APN# 0276-451-34 more particularly described in Exhibit A attached hereto ("Grantor's Property") which real property includes a parking lot. B. Grantee is the owner of that certain real property immediately west of Grantor's Property, commonly referred to as 22720 Vista Grande Way, Grand Terrace, California, APN 0276462-10,more particularly described in Exhibit B attached hereto ("Grantee's Property"). C. Grantee, in service of the public interest, the health and safety of city residents, and the demand for recreational open space within the City, has constructed a Dog Park improvement on Grantee's Property. However, access to the Dog Park is limited to on street parking. D. Grantee desires to acquire from Grantor, and Grantor desires to grant to Grantee, non-exclusive and temporary license to the parking lot on Grantor's Property for the limited purpose of public parking on the terms and conditions set forth herein. E. Grantor and Grantee previously entered into that certain Temporary Parking License Agreement, dated August 24, 2018, in which Grantor granted Grantee a license as provided therein("Original Agreement"). F. The Parties now therefore desire to terminate the Original Agreement and enter into this Agreement. GRANT OF NON-EXCLUSIVE,TEMPORARY AND REVOCABLE LICENSE 1. Incorporation of Recitals. The recitals set forth above are material to this Agreement and by this reference are incorporated herein. 2. Termination of Original Agreement. The Parties agree that the Original Agreement is hereby terminated as of the Commencement Date(as defined further in Section 4). 3. . Grant of Non-Exclusive License. Grantor hereby grants to Grantee a non- exclusive and temporary license (the "License") in, over and upon the portion of Grantor's Property identified as the parking lot, as more specifically depicted in Exhibit "C" ("License Area") for the limited purpose of the parking of automobiles by the public, including pedestrian and vehicular ingress and egress rights. 01247.0006/518983.2 1 4. Term of License. The License shall be effective as of the date of the complete execution of this Agreement by both the Grantor and Grantee ("Commencement Date") and shall continue for a period of two years expiring at 12:00 AM on the second anniversary of the Commencement Date ("Termination Date"). Either parry may terminate this Agreement in a writing to the other parry. Notwithstanding the foregoing, upon the termination or expiration of the term of this Agreement, (i) Grantee shall immediately cease all and any use of the License Area. 5. Consideration. In consideration of the granting of the License herein, Grantor agrees that is shall benefit from the street and other improvements made by Grantee in relation to the construction of the Dog Park. In addition, Grantee agrees to credit to Grantor an amount equal to the fee imposed on Grantor for applying for no more than one Conditional Use Permit pursuant to Chapter 18.80, "Signs," of Title 18, "Zoning," of the Grand Terrace Municipal Code. Such credit shall only be used to offset any such fee and shall not otherwise be collectible by Grantor. Furthermore, Grantee shall only be obligated to provide such credit so long as the License has not expired or been terminated. 6. Grantee's Use of the License Area. Grantee acknowledges and agrees that, without the prior written consent of Grantor, which consent may be withheld in Grantor's sole reasonable discretion, Grantee does not have the right or authority (i) to make any alteration, modification or improvement to the License Area nor(ii) to use the License Area in any manner that would expand, enhance or alter the License granted hereunder. Grantee further acknowledges that it will not do any act, or refrain from doing any act, that interferes, limits, restricts, alters or otherwise affects Grantor's rights as the lawful owner of the License Area. 7. Non-Exclusivity of License. Grantee acknowledges and agrees that (i) this Agreement is non-exclusive and (ii) Grantor, and Grantor's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees ("Related Patties"),will have equal access to and use of the License Area. 8. Further Restrictions on License. The License shall be subject to the following conditions: 8.1 Grantee shall not have the right to assign, transfer, sublease or encumber (or otherwise transfer) the License or assign, in any manner, any rights granted to it under this Agreement. 8.2 This Agreement is not intended to grant a fee interest in the License. Area, nor is it intended to be a lease or easement. 9. Insurance. Prior to the Commencement Date, Grantee agrees that, at its sole cost and expense, it shall obtain, and maintain through the Term of this Agreement, a policy or policies of commercial general liability insurance with respect to Grantee's use of the License Area in an amount of not less than One Million Dollars and Zero Cents ($1,000,000.00) per occurrence and Two Million Dollars and Zero Cents ($2,000,000.00) in the aggregate, for bodily injury, death and property damage; provided, however that any of the Parties shall have the right to require an increase in such minimum limit if the minimum limits of such insurance generally 01247.0006/518983.2 2 required by prudent operators of similar properties in the City of Grand Terrace, State of California, is determined to be greater or hereafter increased. Such policy or policies shall include premise-operations and contractual liability coverage. The policies to be maintained by Grantee pursuant to this Section shall: (i) be issued by insurance companies that are qualified to do business in California and have no less than an ANIH rating by A. M. Best and (ii) name Grantor as an additional insured. 10. Indemnification. 10.1 Grantee shall defend, indemnify and hold harmless Grantor, and Grantor's Related Parties, from and against any and all claims, liabilities, losses, damages, injuries, penalties, costs or expenses (including attorneys' fees and associated costs) or other liabilities arising from or related to (i) either Grantee's breach of the terms of this Agreement, (ii)the use of the License Area or (iii) any other acts or omission of either Grantee or Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees arising from or related to the License granted hereunder. 10.2 Grantor shall defend, indemnify, and hold harmless Grantee, and Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees from and against any and all claims, liabilities, losses, damages, injuries, penalties, costs or expenses (including attorneys' fees and associated costs) or other liabilities arising from or related to (i) either Grantor's breach of the terms of this Agreement, (ii) the use of the License Area or(iii) any other acts or omission of either Grantor's Related Parties arising from or related to the License granted hereunder. 11. Limitation of Liability. Except as provided in Section 9, Grantee, under this Agreement, waives all claims against Grantor for damages to all personal property in, on, or about the License Area, and for injuries to persons in or about the License Area, from any cause arising at or related to use of the License Area. Further, except as provided in Section 9, Grantee agrees to hold Grantor exempt and harmless for and on account of any damage or injury to any person or personal property of any person, arising from or related to (i) use of the License Area by either Grantee or Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees, or(b) any failure by either Grantee or Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees to keep the License Area and surrounding areas clean and in good condition. Except as provided in Section 9, Grantor shall not be liable to Grantee or Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees for any damage by, from or related to any act or negligence of any other visitor of the License Area or any visitor of adjoining or contiguous property. Except as provided in Section 9, Grantee agrees to pay for all damages to the License Area, as well as all damage to occupants of the License Area and to the property of those occupants from any cause arising from or related to Grantee, or Grantee's successors, assigns, officers, employees, contractors, customers, appointees, representatives, agents and invitees,use or misuse of the License Area. 01247.0006/518983 7 3 12. Maintenance of Grantor's Property. 12.1 Grantor shall keep the License Area free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Grantor's sole cost and expense. Grantor shall also provide ongoing repair, replacement and maintenance of the License Area in accordance with all federal, state, and local bodies and agencies having jurisdiction, at Grantor's sole cost and expense. Grantor shall not erect any structures or improvements on the License Area that would interfere with Grantee's use of the License. 12.2 On the anniversary of the Commencement Date, the Parties agree to meet in good faith to discuss any required improvements, including the payment thereof, to the License Area. Notwithstanding the forgoing, nothing in this Agreement shall require the Grantee to be liable for any costs associated with maintenance or improvement, as contemplated by this Section 11, of this License Area. Grantee shall have the sole and absolute discretion to determine whether it will pay any of the costs contemplated by this Section 11. 13. Compliance. Grantee, at Grantee's sole cost, shall be responsible for compliance with all federal, state and local laws, ordinances, rules and regulations, including local construction codes ("Laws") now and in the future applicable to the use, construction, maintenance and repairs of the Grantee's Property. 14. Agreement; Binding Effect; Amendments. This Agreement: (a) is intended by Grantor and Grantee as a final expression and complete and exclusive statement of their agreement with respect to the terms included herein, and any prior or contemporaneous agreements or understandings, oral or written, which may contradict, explain or supplement these terms are superseded and shall not be admissible or effective for any purposes; (b) shall be binding upon and inure to the benefit of Grantor's successors and assigns; and (c) may not be amended or modified except by a written agreement executed by Grantor and Grantee. 15. Partial Invalidity. If any provision of this Agreement shall, for any reason, be held to be in violation of any applicable law and/or unenforceable, such provision shall be reformed only to the extent necessary to render such provision valid and/or enforceable. The invalidity of any provision herein shall not be held to invalidate any other provision herein, all of which such other provisions shall remain in full force and effect. Invalidation of any one of the covenants, conditions, restrictions or other provisions herein contained by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions or provisions hereof, and the same shall remain in full force and effect. 16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Grantor and to its successors and assigns, including, without limitation, any lessee or ground lessee of the Grantor's Property, and their agents and contractors. Upon the conveyance by Grantor of the interest in Grantor's Property, Grantor shall be relieved from any unaccrued liability or obligations which Grantor may have hereunder. 01247.0006/518983.2 4 17. Attorneys' Fees. In any action between Grantor and Grantee arising from or related to this Agreement, the prevailing parry shall be entitled to recover from the other party, in addition to damages, injunctive or other relief, if any, all costs and expenses (whether or not allowable as "costs" items by law), reasonably incurred at, before and after trial or on appeal, or in any bankruptcy proceeding, including without limitation, attorneys' fees, witnesses' fees (expert and otherwise), deposition costs, copying charges and other expenses. 18. Binding Covenants, Restrictions, Conditions and Provisions. Each and all of the covenants, restrictions, conditions, and provisions contained in this Agreement (whether affirmative or negative in nature): 18.1 Are, to the extent set forth in this Agreement, made for the direct benefit of Grantee; 18.2 Shall, to the extent set forth in this Agreement, create an equitable servitude on the Grantor's Property in favor of Grantee; 18.3 Shall constitute covenants running with the land owned by the Grantor and the Grantee; 18.4 Shall bind every person having any fee, leasehold or other interest in any portion of the Grantor's Property,with regard to the respective obligations and rights, at any time to the extent that such portion is affected or bound by the covenant, restriction, condition, or provision in question, or the covenant, restriction, condition or provision to be performed on such portion; and 18.5 Shall inure to the benefit of Grantor and its successors and assigns as to its rights hereunder. 19. Notices, Demands, and Communications Between and Among the Parties. Any and all notices, demands, or communications submitted by any party hereto to any other party or parties pursuant to or as required by this Agreement shall be in writing and shall be delivered in person by registered or certified United States Mail, postage prepaid, return receipt requested, addressed to the following: To Grantor: OraNd 4111-0 r/S- GNUV-W :22 l.STA- llam4G tjfiY telephone No 0 2S-,02 Facsimile No. Email:&0,0 To City: City of Grand Terrace 22795 Barton Road Grand Terrace, California 92313 Attn: G. Harold Duffey, City Manager Telephone No. (909)430-2212 01247.0006/518983.2 5 Facsimile No. (909) 783-7629 Email: hduffeyCc6cityofgrandterrace.org With a copy to: Aleshire&Wynder,LLP 18881 Von Karman Ave., Suite 1700 Irvine, California 92612 Attn: Adrian R. Guerra, City Attorney Telephone No. (949)223-1170 Facsimile No. (949)223-1180 Email: aguerra@awattomeys.com 20. Joint and Several. If there is more than one Grantee hereunder, all representations, warranties, covenants, agreements, liabilities and obligations of each Grantee are joint and several, regardless of whether any express reference to the joint and several nature of such obligations is contained herein, and each reference herein to the "Grantee" shall be deemed to be a reference to all Grantees. 21. Captions. The captions heading the various sections of this Agreement are for convenience and identification only, and shall not be deemed to limit or define the contents of its respective sections. 22. Governing Law. All questions with respect to this Agreement, and the rights and liabilities of the Parties and venue hereto, shall be governed by the laws of the State of California. Any and all legal actions sought to enforce or interpret the terms and provisions of this Agreement shall be brought in the courts of the County of San Bernardino. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. [Signatures on the following page] 01247.0006/5189832 6 IN WITNESS WHEREOF, the Parties have executed this Agreement on the last date set forth below. GRANTOR GRAND VIEW BAPTIST CHURCH, A Date: —,27 a�ol _ By: S,7t-Z jj6djU<'/ Its: a/R,.vrr✓ OF -M,- &An,(� GRANTEE CITY OF GRAND TERRACE, A California municipal corporation Date: ���/ By. Dar c Its: Mayor Attest: Date: 7 h L--.b 9 By: e ra Thomas City of Grand Terrace, City Clerk APPROVED AS TO FORM Date: ,? " Z P lc� By: '�� 'i -- Adii-an7k.Guerra City of Grand Terrace, City Attorney 01247.0006/518983.2 7 Exhibit A Legal Description Vista Grande tract PTN lot 2 together with PTN Vista Grande Way VAC Desc as fol beg at intersection E LI SD lot 2 with N LI prop recorded 7/27/62 BK 5740 PG 831 O R TH S 84 DEG 20 min 30 seconds W ALG N LI SD recorded prop 440.89 ft M/L to pt on E LI Vista Grande Way as recorded 10/16/63 BK 6010 PG 285 O R TH N 00 DEG 12 min 48 seconds W ALG SD Vista Grande Way 58.72 ft to beg of tangent curve concave to SE having radius of 170 ft TH cont ALG SD Vista Grande Way NELY ALG ARC SD curve 313.90 ft thru C/A of 89 DEG 55 min 33 seconds th cont ALG Vista Grande Way N 89 DEG 42 min 45 seconds E 152.66 ft TH N 89 DEG 40 Min 10 Seconds E ALG SD Vista Grande Way 12.57 ft to beg of Tangent Curve Concave To NW Having Radius 180 ft TH cont ALG SD Vista Grande Way and NELY ALG ARC SD curve 62.43 ft recorded 62.95 ft thru C/A OF 19 DEG 52 min 15 seconds to PT on NLY prolongation of E LI SD lot 2 TH S 12 DEG 30 min 50 seconds E ALG SD NLY prolongation of E LI SD lot 2 distance 200 ft to POB ***** COMBO REQUEST ***** 01247.0006/518983.2 8 Exhibit B Legal Description Vista Grande tract PTN lots 1/A and 2 M B 17/10 together with that PTN of Vista Grande Way vacated 7-31-64 O R 6202/577 desc as beg S 0 DEG 14 min 00 seconds E 68.57 ft from the NW COR SD lot 2 TH N 0 DEG 14 min 00 seconds W 85.59 ft TH N 62 DEG 44 min 05 seconds E 29.75 ft TH N 63 DEG 48 min 46 seconds E 32.07 ft TH N 79 DEG 41 min 55 seconds E 211.49 ft to a pt on the W LI of Vista Grande Way relocated by deed 10-16-63 O R 6010/285 60 ft wide TH SLY ALG WLY LI of relocated Vista Grande Way to a pt of intersection with a LI that bears N 83 DEG 57 min 40 seconds E 257.20 ft from the POB TH S 83 DEG 57 min 40 seconds W 257.20 ft to POB 01247.0006/518983.2 9 '�- �w�a,- �ta:Grnxir vin t ,.rx:r•w,„ s t.,cran,.r,,�.� c.tial •` 444 �n �, E11 � � � � 1lilii ! 111 { � Itl 7^..;�,,+ii• j - �Y=� " J _1 �Y•�s tom. -t 1 111.