HomeMy WebLinkAboutRight of Entry Combined Docs-Fire Station Property 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099
RIGHT OF ENTRY AND LICENSE AGREEMENT
This Right of Entry and License Agreement (“Agreement”) is dated for reference purposes only
as of December 17, 2024 (“Effective Date”), by THE CITY OF GILROY, a California municipal
corporation (“City”), whose address is 7351 Rosanna Street, Gilroy, California 95020, and GLEN LOMA
CORPORATION, a California Corporation (“Licensee”), whose address is 7888 Wren Avenue D-143,
Gilroy, California. City and Licensee are sometimes collectively referred to in this Agreement as the
“Parties” or individually as a “Party”.
RECITALS
A. City is the owner of certain real property (“Property” or “Fire Station Parcel”) located in
the Town Center area of the Glen Loma Ranch project, as more particularly shown on Exhibit A attached
hereto.
B. Licensee has requested that City grant a temporary license to Licensee, over a portion of the
Property described as the Licensed Area in Section 1 below, for the purpose of facilitating Licensee’s
construction of certain improvements on Licensee’s property. City is willing to grant a temporary license for
such use, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Grant of License. City grants to Licensee a temporary revocable license over the Licensed
Area for the sole purpose of facilitating Licensee’s construction of certain improvements on Licensee’s
property (the rights granted to Licensee pursuant to this Agreement being the “License”), during the License
Term described in Section 2 below, and subject to all of the terms and conditions set forth in this Agreement.
As used in this Agreement, “Licensed Area” means that portion of the Property consisting of two seventy-
five foot wide strips extending along the eastern and southern property lines of the Property. The Licensed
Area shall be accepted by Licensee in its “AS IS”, and “WITH ALL FAULT” condition existing as of the
Commencement Date (as defined in Section 2 below), without representation or warranty of any kind,
express or implied, and without any obligation of City to perform any work with respect to the Licensed
Area. Licensee shall not cause any waste or nuisance upon the Licensed Area, In no event shall City have
any obligation to provide any security personnel, patrols or other security services for the benefit of
Licensee or any other person or entity, or to ensure the safety of Licensee or any other person or entity or
their property. During the License Term, Licensee shall be solely responsible, at Licensee’s sole cost, for
taking all safety and security measures needed to ensure the safety and security of Licensee any other person
or entity coming onto the License Area and for the protection of their property.
2. License Term; Effective Date. The term of the License granted by this Agreement (the
“License Term”) shall commence on the date of recordation of the deed from Licensee to City for the Fire
Station Parcel (“Commencement Date”), and shall terminate on December 31, 2025; provided, however,
that if Licensee defaults with respect to any of its obligations under this Agreement, City shall have the
right to terminate this Agreement, and the License granted in this Agreement, immediately upon the
delivery to Licensee of written notice of City’s election to terminate. Licensee shall only be permitted to
access the Licensed Area during ordinary construction hours on weekdays and Saturdays (7 a.m. to 6 p.m.)
without special permission from the City. In no event shall the License ripen into a permanent right,
notwithstanding any improvement made to the Licensed Area or action taken or expense incurred by
Licensee pursuant to this Agreement, it being agreed that this License is temporary and terminable in
accordance with the terms and conditions of this Agreement.
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740
-ii- 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099
3. License Fee. No fee is due from Licensee for the License granted by this Agreement.
4. Personal Nature of License. The License is personal to Licensee, and may not be assigned,
transferred or encumbered by Licensee voluntarily, by operation of law or otherwise. Any assignment,
transfer or encumbrance by Licensee shall be void. The use of the Licensed Area by Licensee and other
users expressly permitted by this Agreement in accordance with the terms and conditions of this Agreement
is expressly acknowledged to be, and shall remain, with the permission of City.
5. General Requirements. The License is subject to the following requirements and
conditions, all of which shall be complied with by Licensee at Licensee’s sole cost and expense:
(a) Licensee’s use of the Licensed Area (which for the purpose of this Agreement
includes use by anyone claiming by, through or at the direction of Licensee or in connection with any
activities of Licensee pursuant to this Agreement, including without limitation Licensee’s agents,
employees, contractors, laborers and students (collectively, the “Licensee Related Parties”)) shall be
conducted in compliance with all applicable laws. All permits and other governmental authorizations
required in connection with Licensee’s use of the Property shall be obtained by Licensee prior to any use
of the Licensed Area or entry onto the Property.
(b) Before the expiration or sooner termination of this Agreement, Licensee shall
remove all of its property and the property of the Licensee Related Parties from the Licensed Area, repair
all damage to the Property caused by the activities, negligence or willful misconduct of Licensee or any of
the Licensee Related Parties, and shall surrender the Licensed Area to City at the end of the License Term
clean and free of rubbish, and otherwise in at least as good a condition as it was in before the Effective
Date. Licensee’s obligations pursuant to this subsection (b) shall survive expiration or sooner termination
of this Agreement.
(c) In no event shall Licensee or any of the Licensee Related Parties generate, release,
store or otherwise use on or about the Property any substance, material or waste which is regulated as a
hazardous or toxic substance, material or waste under any applicable law.
(d) Licensee shall keep the Property free and clear of all liens resulting from the
activities of Licensee and the Licensee Related Parties upon the Property.
6. Construction of Improvements. The City and Licensee have agreed to cooperate
concerning the interface between the TM 24-02 neighborhood and the Fire Station Parcel at their common
boundary lines. Grading design for the residential areas adjacent to the Fire Station Parcel boundaries will
accommodate the improvements shown on Sheet C1 of the “Glen Loma Ranch Fire Station Planning
Review Package” prepared for the City by RRM Design Group dated March 12, 2020 (“RRM Plan”)
subject to further/subsequent revision as agreed upon by both Parties. The improvements will be constructed
by Licensee with the residential construction. This License is intended to facilitate the construction by
Licensee of these improvements, and for no other purpose. If the construction of the improvements by the
Licensee coincides with the City’s planned construction of the Fire Station on the Fire Station Parcel, both
Parties agree to coordinate their construction schedules to ensure the timely achievement of both
construction activities.
7. Insurance. Licensee and the contractors performing any work upon the Property under this
Agreement (each a “Policy Holder”), shall maintain in full force throughout the License Term the
following insurance:
a) Policy Holder shall, at no cost to CITY, obtain and maintain throughout the term of this
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740
-iii- 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099
Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage
for owned and non-owned automobiles, with a minimum combined single limit coverage of
$1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to
any person, and damage to property, including the loss of use thereof. As a condition precedent
to CITY’S obligations under this Agreement, Licensee shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the
Comprehensive Liability insurance policy referred to in immediately above via a specific
endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of
a material change in policy terms.
b) Worker’s compensation insurance in compliance with statutory requirements, and Employer’s
Liability with a limit of not less than One Million Dollars ($1,000,000).
8. Attorneys’ Fees. If either Party hereto brings any legal action or proceeding to enforce,
protect, interpret, or establish any term, condition, or covenant of this Agreement or right or remedy of
either Party hereunder, the prevailing Party shall be entitled to recover, as a part of such action or
proceeding, reasonable attorneys’ fees and court costs, including reasonable attorneys’ fees and costs for
appeal.
9. Limitation on liability. To the fullest extent allowed by law, City shall have no liability to
Licensee or any other person or entity whatsoever for loss or damage to any property of Licensee or any
Licensee Related Parties or for any injuries or death to any person in or about the Licensed Area or the
Property.
10. Release, indemnity. City shall not be obligated to protect, keep safe, secure or provide any
property of Licensee or anyone coming onto the Property pursuant to this Agreement. Licensee, on behalf
of itself and all Licensee Related Parties, as a material part of the consideration to be rendered to City under
this Agreement and to the fullest extent allowed by law, waives and releases all claims against City for
damages to all personal property in, on, or about the Property, and for injuries or death to persons in or
about the Property, from any cause (including without limitation the acts or omissions of City) arising at
any time. Further, to the fullest extent allowed by law, Licensee agrees to indemnify, defend and hold City
harmless for, from and on account of all claims, damages, losses, expenses, liabilities, suits, legal
proceedings or judgments (including without limitation those relating to person injury, death or property
damage), arising from or related to the use of the Property by or on behalf of Licensee or any of the Licensee
Related Parties, including any claims asserting City's active negligence, but excluding loss or damage
arising directly from City’s sole gross negligence or willful misconduct to the extent not covered by
insurance maintained by Licensee or required to be insured against under this Agreement by Licensee.
Licensee agrees to pay for all damages to the Property caused by the misuse of the Property by Licensee or
any of the Licensee Related Parties. The provisions of this Section 10 shall survive the expiration or
termination of this Agreement.
11. Notices. All notices given with respect to this Agreement shall be in writing, and shall be
either personally delivered to the Party to whom it is to be sent, or shall be sent by overnight courier service
(such as Federal Express) or by U.S. certified or registered mail, return receipt requested, postage prepaid
to the respective addresses of the Parties set forth in the introductory paragraph of this Agreement above,
or to such other place as a Party may from time to time designate for itself by written notice to the other
Party in accordance with this Section 11. Any notice given by one Party to the other shall be deemed given
and effective upon receipt thereof by the Party to whom it is sent.
12. Miscellaneous. Use of words of a specific gender shall include other genders, as
appropriate. Licensee shall not record this Agreement or any memorandum of this Agreement. Time is of
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740
-iv- 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099
the essence for all acts required of Licensee under this Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the termination or revocation of the License Term, whether by lapse
of time or otherwise, shall not relieve Licensee from Licensee’s obligations accruing prior to the termination
or revocation of the License Term, and such obligations shall survive any such termination or revocation
of the License Term. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original, and all of which, together, shall constitute one and the same instrument. Signatures
and initials to this Agreement created by the signer by electronic means and/or transmitted by telecopy or
other electronic transmission shall be valid and effective to bind the Party so signing. There shall be no
presumption against a Party by reason of any rule or conclusion that a document should be construed more
strictly against the Party who itself or through its agent prepared the same, it being agreed that all Parties
have participated in the negotiation of this Agreement and that legal counsel was consulted by each Party
(or each Party was given the opportunity for such legal consultation) before signing this Agreement. This
Agreement may be modified only in writing by City and Licensee.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below
their signatures.
CITY:
CITY OF GILROY
By: ______________________
Name: Jimmy Forbis
Title: City Administrator
Approved as to Form:
_____________________________
Andy Faber, City Attorney
ATTEST:
______________________________
City Clerk
LICENSEE:
GLEN LOMA CORPORATION
By:
Name: John M. Filice Jr.
Title: President
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740
-v- 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099 4867-3679-9985v5 SSCORDELIS\04706099
EXHIBIT A
Legal Description:
Parcel Q of Tract Map 10472 Town Center, filed in the records of Santa Clara County on September 24,
2020 in Book 932 of Maps at pages 55-61.
APN: 808-58-004
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740
0 2010Yards
0 4020US Feet
±
Coordinate System: NAD 1983 StatePlane California III FIPS 0403 Feet
WLuchessaAve
WLuchessaAve
808 19 031
808 58 003
808 58 004
808 58
999
808 58 002MILLER AVW LU
C
H
E
S
S
A
A
V
Scale: 1:568Center: 121°35'15"W 36°59'30"N
County of Santa Clara, California State Parks, Esri, TomTom, Garmin,
SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land
Management, EPA, NPS, USDA, USFWS, County of Santa Clara, Santa Cruz
County, Maxar, Microsoft, Esri, NASA, NGA, USGS, FEMA, EsriCommunity Maps Contributors, County of Santa Clara, Santa Cruz County,
REV DATE: 12/17/2024
Exhibit A: Plat to accompany the legal
description of Parcel Q of Tract Map
10472 Town Center, APN 808-58-004
Docusign Envelope ID: D999323E-361A-4BEF-A3F4-AA2101A84740