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Home My WebLink AboutC-2660L RIGHT OF ENTRY AGREEMENT THIS AGREEMENT for entry to land (this "Agreement ") is entered into as of the 231 day of 2011, by and between REDEVELOPMENT AGENCY OF THE CITY OF iA C IA, a public body, corporate and politic ( "Licensor ") and GANGI DEVELOPMENT CO., INC., a California corporation ( "Licensee "). The parties agree as follows: A. Purpose of this Agreement and License. The purpose of this Agreement is to enable Licensee (which term hereafter includes its officers, contractors, agents, employees, and consultants) to enter upon the property located at 1S /y Lhci 1 e St. , Arcadia, California, more particularly described on Exhibit A, attached hereto and incorporated herein, now owned by Licensor (the "Site ") for the purposes of conducting soils /geotechnical investigation and environmental investigation (the "Investigations "). Licensor hereby grants permission and license to Licensee to enter the Site for the sole purpose of conducting the Investigations during normal business hours of the Licensor subject to the terms and conditions herein. B. Payment for License and Other Work. There shall be no charge for the license set forth in this Agreement. With regard to the Investigations on the Site authorized under this Agreement, Licensee agrees to be responsible for the payment of all expenses and costs incurred for the Investigations and any associated work. C. Performance of the Investigations. (1) Licensee shall, in all activities undertaken pursuant to this Agreement, including the Investigations, comply with all federal, state and local laws. (2) Licensee shall exercise reasonable efforts not to unreasonably interfere with the access of adjacent landowners or adjacent tenants to their property, or the operations of adjacent landowners or tenants upon their property in the performance of the Investigations. (3) Licensee shall not unreasonably interfere with Licensor's activities, if any. If any portion of the Site suffers damage by reason of the access and activities of Licensee on the Site, Licensee shall, at its own cost and expense, repair such damage and restore the Site to as good a condition as before such damage occurred. (4) On or before completion of the Investigations or termination of this Agreement as provided herein, whichever occurs first, Licensee shall have, at Licensee's sole cost and expense, removed all personal property, equipment, improvements, soil and debris brought onto or added to the Site by Licensee. Licensee shall also restore the Site to substantially its condition prior to the conduct of the Investigations. D. Licensee Reports. Upon completion of the Investigations or termination of this Agreement as provided herein, whichever occurs first, Licensee shall provide Licensor certified copies of any and all reports prepared by Licensee or its contractors in the course of or upon completion of the Investigations. Licensor shall pay for reasonable reproduction costs of such reports. 17705.00032 \6805644. 2 E. Indemni To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless Licensor, the City of Arcadia and its officers, contractors, agents, employees and consultants (collectively, "City") from each and every claim, demand, action or cause of action, lien, stop notice, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, and any cost or expense, including the cost of defense and reasonable attorneys' fees in connection therewith, that may arise in any manner out of the exercise of the rights and privileges granted to Licensee by the provisions of this Agreement, except claims, demands, actions or causes of action resulting from Licensor's sole negligence or intentional acts. F. Bodily Injury, PropeM Damage and Workers' Compensation Insurance. Licensee shall furnish or cause to be furnished to the Licensor prior to the commencement of the Investigations, duplicate originals or appropriate certificates of the following insurance policies: (1) commercial general liability insurance coverage, including personal injury, bodily injury (including death) and property damage arising out of Licensee's activities on the Site, in the amount of at least $1,000,000.00 combined single limit; (2) automobile liability insurance coverage, including personal injury, bodily injury (including death) and property damage covering all owned, leased, hired and non - owned vehicles used by Licensee, in the amount of at least $1,000,000.00 combined single limit; and (3) if Licensee has employees, workers' compensation insurance as required by the State of California and Employer's Liability Insurance. All insurance policies shall name the Licensor and the City as additional insured on a separate endorsement attached to the Certificate of Insurance. G. Notice. In the event notice is required to be provided as follows, said notice may be sent by hand delivery, fax, or regular mail to the following address and fax number: To Licensor: Redevelopment Agency of the City of Arcadia 240 W. Huntington Dr. P.O. Box 60021 Arcadia, CA 91066 Attn: Exec tive Director Facsimile: � Zk- yq7' 330 With copy to: Best Best & Krieger LLP 5 Park Plaza, Suite 1500 Irvine, California 92614 Attn: Elizabeth Hull Facsimile: (949) 260 -0972 17705.00032 \6805644. 2 2 To Licensee: Gangi Development Co., Inc. 229 East Palm Avenue Burbank, California 91502 Attn: Frank Gangi Facsimile: (818) 247 -7259 H. Term. The license granted herein shall be effective until Licensor has provided Licensee written notice of such termination, which notice shall be given at least thirty (30) days prior to the termination date. Notwithstanding the previous sentence, if this Agreement is still in effect at the time the Licensor and the Licensee enter into an Affordable Housing Agreement regarding the Site, this Agreement shall be terminated at such time and the terms of the Affordable Housing Agreement shall control. Relationship of the Parties. The Licensor and the Licensee each intend and agree that the Licensor and the Licensee are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. J. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. K. Governing Law: Venue. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. L. Attorneys' Fees. If the Licensor or the Licensee commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. M. Successors and Assigns. This Agreement shall be binding on all successors and assigns of the Licensor and the Licensee, and shall not be assigned by the Licensee without the prior written consent of the Licensor. N. No Waiver. Failure of Licensor to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 17705.00032 \6805644. 2 3 O. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. P. Entire Agreement. This Agreement contains the entire agreement of the Licensor and the Licensee with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both the Licensor and the Licensee. Q. Counterparts, This Agreement may be signed in counterparts, each of which shall constitute an original. [Signatures on the following page] 17705.00032 \6805644. 2 4 SIGNATURE PAGE TO RIGHT OF ENTRY AGREEMENT "LICENSOR" Redevelopment Agency of the City of Arcadia Don Penman Executive Director T E T: Agen y Secretary APPROVED AS TO FORM: BEST BEST & KRIEGER LLP §�(,co� 0. r3 -aTC4 Agency General Counsel 66LICENSEE" Gangi Development Co., Inc. V By: . Name: Title: NJ Dated: it Z 5 17705.00032 \6805644.3 EXHIBIT A PROPERTY DESCRIPTION The lands referred to herein below are situated in the City of Arcadia, County of Los Angeles, State of California, and are described as follows: Assessor's Parcel Number: 5779 -014 -900 LOT 7 IN BLOCK 2 OF TRACT NO. 101 IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 13 PAGE(S) 52 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Assessor's Parcel Number: 5779- 014 -901 LOT 8 IN BLOCK 2 OF TRACT 101, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE 52 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 17705.00032 \6805644. 2 6