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HomeMy WebLinkAboutC-5912 - Agreement for Use of 201-207 Carnation Avenue, CDM 92625 for Training�J ll AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND Advanced Group 99 -D a California limited partnership FOR USE OF 201 -207 CARNATION AVENUE, CDM 92625 THIS AGREEMENT for use of the building(s) and /or structure(s) ( "Agreement ") located at 201 -207 Carnation Avenue, CDM 92625 ( "Premises ") is made and entered into as of this 1P day of August, 2014 ( "Effective Date) by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and Advanced Group 99 -D a California limited partnership ( °Owner) for use of the Premises by City's Fire Department for training purposes on the dates of August 2& - 2e 2014. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall continue until demolition of said Premises is completed, unless otherwise terminated as provided for herein. 2. OWNERSHIP OF PREMISES Owner hereby acknowledges, warrants and represents to City that Owner is the legal, vested owner of the Premises, including the underlying real property and all building(s) and/or structure(s) on said Premises and Owner has full and complete control over the Premises. 3. USE BY CITY 3.1 For no compensation, Owner hereby grants to City the permission to use the Premises for for various training purposes by City's Fire Department and its personnel ( "Training Program "). The Training Program may include, but is not limited to, the cutting of holes in the roof and similar activities that will cause extensive damage to the interior and exterior of the Premises. Owner hereby acknowledges that the Premises, including all buildings and /or structures located thereon, will be demolished in the near future and that the Training Program will not in any way, shape or form reduce the value of the Premises or create any additional demolition costs or work for Owner. 3.2 Owner hereby acknowledges that City has no obligation to demolish, remove, and /or clean up any portion of any building(s), structure(s), trash or debris remaining on the Premises after the City's use of the Premises. 4. ASBESTOS Owner shall provide City with an asbestos inspection report certifying that structure(s) and /or building(s) at the Premises are free from asbestos or informing the City of the level, location, and type of asbestos found on the Premises. 5. HOLD HARMLESS 5.1 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively "City') from and against any and all claims (including without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, 'Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement or City's use of the Premises. Notwithstanding the foregoing, nothing herein shall be construed to require Owner to indemnify the City from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. 5.2 To the fullest extent permitted by law, City shall indemnify, defend and hold harmless Owner, its successors and /or assigns (collectively "Owner') from and against any and all claims (including without limitation, claims for bodily injury or death), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement or City's use of the Premises. Notwithstanding the foregoing, nothing herein shall be construed to require City to indemnify the Owner from any Claim arising from the willful misconduct of the Owner. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. 4-1 4 1. 6. STANDARD PROVISIONS 6.1 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 6.2 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 6.3 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 6A Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 6.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 6.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.7 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 6.8 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing parry shall not be entitled to attorney's fees. 6.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. below. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aa . Harp Cit ttorney ATTEST: p',L Date: D By: L, Leilani I. Brown City Clerk1 Al2- 00408Nacant building release CITY OF NEWPORT BEACH, A California municipal cor or tion Date: AI_IG_ By: Scott Poster Fire Department Chief OWNER: Date: Richafd Julian — President of GP Advanced Group 99 -D a California limited partners hj !� (9 Date: `fi By: [INSERT NAME) Release and Waiver Page 2 CHARLES JACKSON COMPANY COMPLETE ASBESTOS ABATEMENT SERVICES 1320 E. SAINT GERTRUDE PLACE SANTA ANA, CA 92705 949 - 722 -44461 /FAX 949 - 722 -1971 LETTER OF COMPLETION CLIENT: VALENTINE CONSTRUCTION REPORT# 276311 REPORT DATE: 12/13/2007 PROJECT: 210 -207 CARNATION, NEWPORT BEACH, CA TO WHOM IT MAY CONCERN: RE: THE COMPLETION OF THE REMOVAL OF ALL ASBESTOS CONTAINING MATERIALS AS PER RE, PORT. THIS LETTER IS TO INFORM WHO IT MAY CONCERN THAT ON 08/09/1014 THE ABOVE SAID PROPERTY HAS HAD ASBESTOS CONTAINING MATERIALS PROPERLY REMOVED, AS PER REPORT. ALL WORK WAS PERFORMED AS PER E.P.A. STANDARDS AND ALL ASBESTOS CONTAINING MATERIALS HAVE BEEN PROPERLY DISPOSED OF AT AN E.P.A. CERTIFIED DISPOSAL LOCATION. FOR MORE INFORMATION REGARDING THIS MATTER, PLEASE CALL: 949 -722 -6446. RESPECT U LY S ITTED, r` .I AT N KSON DATE 08/09/2014