HomeMy WebLinkAboutC-6137 - Agreement for Building Use at 4500 Campus Drive for Trainingr4)
J' AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND
ENTERPRISE RENT -A-CAR COMPANY OF LOS ANGELES, LLC, A DELAWARE LIMITED LIABILITY
U COMPANY FOR USE OF
4500 CAMPUS DRIVE, NEWPORT BEACH, CALIFORNIA
THIS AGREEMENT for use of the building(s) and/or structure(s) ( "Agreement") loc at 4500
Campus Drive, Newport Beach, California ( "Premises ") is made and entered into as of this day of
April, 2015 ( "Effective Date ") by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and ENTERPRISE RENT -A -CAR COMPANY OF LOS ANGELES,
LLC, a Delaware limited liability company ( "Enterprise ") for use of the Premises by City's Fire Department
for training purposes.
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 _
Enterprise hereby acknowledges to City that Rockefeller Ltd. Partnership ( "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 excepting those rights
granted to Enterprise for the Premises by virtue of that certain Ground Lease dated March 17, 2014.
3. USE BY CITY
3.1 For no compensation, Enterprise hereby grants to City the permission to use the
Premises 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. Enterprise 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 Enterprise.
3.2 Enterprise 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
Enterprise shall provide City with an asbestos inspection report, Il any, 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.
S. HOLD HARMLESS
5.1 To the fullest extent permitted by law, Enterprise shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees
(collectively "Indemnified City Parties ") 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 which may
arise from or in any manner relate (directly or indirectly) to Enterprise's use of the Premises or any breach
of the terms and conditions of this Agreement by Enterprise. 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.
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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 indemnity, defend and hold harmless
Enterprise, its successors and/or assigns (collectively 'Indemnified Enterprise Parties ") 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 attomey's fees, disbursements and court costs) of every kind and
nature whatsoever which may arise from or in any manner relate (directly or indirectly) to City's Training
Program or any breach of the terms and conditions of this Agreement by City. 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.
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 govem.
6.4 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 Severabilitv. 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 Caldomia.
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.
§.10 Consent of Owner. Notwithstanding any other provision of this Agreement, the rights and
obligations of each party under this Agreement (other than their respective rights and obligations under
this paragraph) are contingent on the approval of this Agreement by the Owner. Enterprise shall submit
this Agreement to the Owner for approval promptly after it has been executed by both parties, and each
party shall provide such further information and shall take such further action as the Owner may
reasonably request in connection with its rev W of (hod regiment. If for any reason the Owner has not
consented in writing to this Agreement by f tYJVL �F 2015, then this Agreement
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shall terminate and neither party shall have any obligation or liability to the other party, except for such
obligations or liabilities as may arise under this paragraph.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
dates written below.
APPROVED AS TO FORM:
CITY ATTO1, N 7 S OFFICE
Date:.._'5
Date: -
By:
A on . Harp
Cit orney
ATTEST:
Dater /
By:- -- --
t_eilani I. Brown
City Clerk
L' Ll FOF�
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:._.. -M_ AY_1 1_2015. _.....
By:---- -----
Scott Poster
Fire Department Chief
ENTERPRISE:
Date:
By:
"IT NAMEj— W iltj4m BeWj,SOvi
civcmy ohevAhms MA"Aytiv
Date:
[IAS �-)
CONSENT BY OWNER
Page 3 o14
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The undersigned hereby (1) certifies to the Enterprise and the City named In the foregoing
Agreement that, as of the date this Consent is executed and delivered, the undersigned is the legal,
vested owner of the Premises, and (2) consents to the execution and delivery of such Agreement.
Signed and delivered AVr-i ( w , 2015.
Rockefeller Ltd Partnership
By
Name John Saunders
Title:�`GT'`�'
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