14-E
TO: Honorable Mayor and Members of the City Council
FROM: Ryan Smoot, City Manager
SUBJECT: Consideration and possible action to authorize the City Manager to execute Agreement File No. 857.1, in a form approved by the City Attorney, with George Chevrolet for use of City’s property identified by separate instrument executed by City’s City Manager and Licensee.
DATE: April 8, 2024
EXECUTIVE SUMMARY
The City recently received a request from Mr. Jeff Estabrooks, President of George Chevrolet, to utilize City facilities for temporarily parking excess vehicle inventory from George Chevrolet. Mr. Estabrooks previously entered into a similar license agreement with the City in April of 2020, allowing for the storage of vehicles on a temporary, as-needed basis on the top floor of the County parking structure located at 9951 East Flower Street.
Agreement File No. 857.1 serves as a blanket license agreement for similar vehicle storage at various locations throughout the City including, for example, the City’s Downtown Parking Structure. Under Agreement File No. 857.1, George Chevrolet will be obligated to provide onsite security when utilizing City property for temporary vehicle storage. The security will encompass, at minimum, periodic patrols conducted in a marked vehicle. Additionally, upon written or verbal notification by the City, George Chevrolet will need to remove vehicles, materials, or equipment from the designated facility within 48 hours.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Agreement File No. 857.1, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
The proposed License Agreement requires prior approval by the City of any use of City property(ies). As consideration for the License, George Chevrolet (Licensee) must deposit $1,000 with the City. Additionally, the License Agreement establishes a monthly rate of $1,000/month for the use of the property which must be paid prior to any use of property and subsequently on the first day of each calendar month throughout the Term, George Chevrolet must pay the City a $1,000 fee. With the City’s approval, the License Fee may be prorated for usage of property for less than a calendar month, with a minimum of $500 in any given month of use.
ATTACHMENT
Agreement File No. 857.1…………………………………………………………………….2 1
AGREEMENT FILE NO. 857.1
LICENSE AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
GEORGE CHEVROLET
FOR USE OF CITY’S PROPERTY IDENTIFIED BY SEPARATE INSTRUMENT EXECUTED BY CITY’S CITY MANAGER AND LICENSEE
THIS LICENSE is entered into this 8th day of April 2024, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and George Chevrolet, a California Corporation (“LICENSEE”).
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, a portion of CITY’s real property identified by separate instrument executed by CITY’s City Manager and LICENSEE, which – upon execution by both parties – becomes part of and subject to this License (collectively, the “Property”). The exact location of the Property is graphically depicted separate written instruments that are incorporated by reference. CITY’s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the property solely for temporary new vehicle storage.
2. USE OF PROPERTY.
A. LICENSEE may enter the Property for the purpose of temporarily storing new vehicle inventory.
B. CITY may change, amend, or terminate LICENSEE’S use of the Property at any time, and in its sole discretion verbally or in writing.
3. CONSIDERATION.
A. As partial consideration, LICENSEE and CITY agree to abide by the terms and conditions contained in this Agreement;
B. As additional consideration, LICENSEE and CITY agree to abide by the terms and conditions contained in the Agreement;
C. As additional consideration, CITY agrees to issue the license to LICENSEE as set forth above.
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Agreement File No. 857.1
George Chevrolet
4. LICENSEE’S RESPONSIBILITIES. In return for CITY’s permission to use the Property for the Project, LICENSEE agrees as follows:
A. That it will perform the services under this agreement in a professional manner, and furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work.
B. That it will provide onsite security beginning at 5:30 p.m. and continuing until at least 7:30 a.m. Security should consist of, at a minimum, periodic patrols in a marked vehicle.
C. That it will, upon written or verbal notification by the City, remove vehicles, materials or equipment from the designated facility within 48 hours.
5. TERM. Except as provided in Section 6, the term of this License will be from April 8, 2024 to April 8, 2025. Unless otherwise determined by written amendment between the parties.
6. TERMINATION.
A. As stated above, CITY may terminate this Agreement at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this Agreement at any time in writing at least thirty (30) days before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
7. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to the property, or any part thereof, without CITY’s prior written consent.
8. SIGNS. LICENSEE will not place any sign upon the property without CITY’s prior written consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
9. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein.
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George Chevrolet
10. INDEPENDENT CONTRACTOR. CITY and LICENSEE agree that LICENSEE will act as an independent contractor and will have control of all work and the manner in which is it performed. LICENSEE will be free to contract for similar service to be performed for other employers while under contract with CITY. LICENSEE is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct LICENSEE as to the details of doing the work or to exercise a measure of control over the work means that LICENSEE will follow the direction of the CITY as to end results of the work only.
11. AUDIT OF RECORDS. LICENSEE will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom , and to inspect all program data, documents, proceedings and activities. LICENSEE. will retain such financial and program service records for at least three (3) years after termination under this Agreement.
12. FEES. A deposit of One Thousand Dollars ($1000.00) must be remitted and made payable to CITY on the Effective Date (the “Deposit”). Prior to the first day LICENSEE actually uses the Property, LICENSEE must pay CITY One Thousand Dollars and then on the first day of the first full calendar month after the Effective Date and on the first day of each calendar month thereafter of the Term, LICENSEE must pay to CITY One Thousand Dollars ($1000.00) (the “License Fee”). With the City’s prior approval, the License Fee may be prorated for use of the Property for less than a calendar month. In no instance will be prorated amount total less than $500. At the end of the Term or upon termination of this License, and within thirty (30) days after LICENSEE’S written request to CITY, the Deposit will be returned to LICENSEE, without interest; provided, that LICENSEE has satisfactorily complied with all the terms and conditions of this License, as reasonably determined by CITY’s City Manager.
13. INDEMNIFICATION.
A. LICENSEE will hold CITY harmless and free from any and all liability arising out of this Agreement, or its performance , except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, LICENSEE will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
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C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained by LICENSEE as required by Section 14 below, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
14. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Workers’ compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
C. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time.
Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
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15. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and LICENSEE.
16. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
17. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
18. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon the Property for all lawful acts.
19. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
20. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to LICENSEE:
If to CITY:
Jeff Estabrooks Attention: Ryan Smoot
George Chevrolet City of Bellflower
17000 South Lakewood Boulevard 16600 Civic Center Drive Bellflower, CA 90706. (562)925-2500
[email protected]
Bellflower, CA 90706
(562) 804-1424
[email protected]
[email protected]
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
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21. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
22. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
23. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting the Property, the use of the Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting the Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
24. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
25. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’s City Manager, or designee, may execute any such amendment on behalf of CITY.
26. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
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7 City of Bellflower
Agreement File No. 857.1
George Chevrolet
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER GEORGE CHEVROLET
___________________________ ____________________________ Ryan Smoot, City Manager Jeff Estabrooks, President
ATTEST:
___________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
___________________________
Karl H. Berger, City Attorney Taxpayer ID No. 95-2127421
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