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1 LICENSE AGREEMENT GRANTING TEMPORARY RIGHT OF ENTRY TO
CERTAIN REAL PROPERTY
(Tasman Drive Garage)
This LICENSE AGREEMENT GRANTING TEMPORARY RIGHT OF ENTRY TO CERTAIN REAL PROPERTY (this “License”) is entered into as of [Month, Day], 2022 (the “Effective Date”) by and between THE CITY OF SANTA CLARA, a chartered municipal corporation (the “City”), and RELATED SANTA CLARA, LLC, a Delaware limited liability company (“Developer”). City and Developer may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. The Parties are parties to that certain Disposition and Development Agreement (City Place Santa Clara), dated as of August 12, 2016, recorded in the Official Records of Santa Clara County on October 7, 2016, as Instrument No. 23457696 (the “ DDA”), which provides that the City will ground lease to Developer the Development Parcels (as defined in the DDA) for the development and operation of a mixed- use developme nt thereon (the “Project”), as more fully described in the DDA.
B. The City operates a public parking structure (“ Parking Structure”) on City- owned real property located at the City of Santa Clara Parking Garage, 2525 Tasman Drive, Santa Clara, California (“Property”).
C. To develop the Project as provided for under the DDA, the Developer intends to reconfigure Stars and Stripes Drive north of the Property and create a new street (Avenue A) between Stars and Stripes Drive and Tasman Drive east of the Property. The Developer’s alignment will necessitate the construction of a new vehicular public entry at the northwest corner of the Parking Structure from Stars and Stripes Drive and a new pedestrian public entry at the northeast corner of the Parking Structure from the future Avenue A.
D. The Parties desire to enter into this License to provide Developer the limited, non-possessory right to enter the Property and the Parking Structure upon the terms, covenants and conditions set forth in this License.
LICENSE PROVISIONS
1. License Area: The area subject to this License (“License Area”) consists of the Parking Structure and the Property. The License Area shall remain accessible to the public, and the Developer shall not unreasonably inhibit the City from using the License Area for public parking operations or otherwise unreasonably infringe upon the License Area’s safety and usability; provided, however, that the Developer shall be permitted to close (i) designated portions of the License Area, which are more particularly shown on Exhibit “A” of this License and made a part hereof (such designated portions, the “Permitted Closure License Area”), to the public and the City in order to conduct the Interim Use (as defined below) and (ii) the entire License Area to the public for the period of time required to restripe parking spaces in and/or FORM
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2 around the Permitted Closure License Area, such period of time not to exceed two (2) business days.
2. Interim Use: The City hereby grants the Developer a license over the License Area subject to the terms and conditions of this License. The license is non-exclusive and non- possessory, and is subject to the rights of ingress and egress by the City and others who are authorized to access portions of the License Area. Notwithstanding the forgoing, the Developer shall be permitted to exclude members of the public from the Permitted Closure License Area. The Developer shall use the License Area to construct and install improvements to the Parking Structure and in and around the Property as more specifically set forth below (“Interim Use”). No uses other than those specifically stated herein are authorized by this License.
a. Construction of Improvements.
i. Developer shall construct or have constructed a t its sole cost, expense, and liability the following improvements for the City on the Property: (i) reconfigured parking structure vehicular entry and exit at northwest corner of the Parking Structure, (ii) removal of the existing vehicular entry and exit on the east side of the Parking Structure , (iii) redesigned and reconfigured pedestrian ingress and egress on the northe ast corner of the Parking Structure, (iv) site improvements, including but not limited to fencing, gates, exterior lighting, grading, roads, paving, curbs and gutters, utilities, drainage facilities, landscaping, and all other required facilities and improvements in connection with Developer’s work on the Parking Structure , ( v) new retaining wall s and plantings east and north of the Parking Structure, and ( vi) relocation of existing utility lines, including telecommunication facility connections and wiring (subparagraphs (i) through (vi) collectively, the “Improvements”) in accordance with the plans and specifications detailed in any building permits and encroachment permits that the City approves in its regulatory capacity for the construction of the Improvements (collectively, and as may be amended from time to time, the “Approved Improvement Plans ”). Once approved, the Approved Improvement Plans shall be incorporated by reference into this License; provided, however, that in the event of any conflict between the Approved Improvement Plans and this License, this License shall control. ii. Developer and City agree that the Improvements must be completed by Developer on the Property in accordance with the Approved Improvement Plans, Applicable Laws (as defined below) , and this License (collectively, “ Required Delivery Condition”), no later than [ ______ days ] following the date Developer commences work pursuant to the Approved Improvement Plans and such date, the “Delivery Date”). Upon Developer’s completion of the Improvements to City’s satisfaction, the Improvements shall be accepted by the City and the City shall issue a final Certificate of Completion for the Improvements; the City shall not issue any certificate of occupancy for Buildings within Phase I (as such terms are defined in the DDA) until Developer has obtained such final Certificate of Completion for the Improvements. In order to meet the Delivery Date, the Parties will agree upon an estimated “Improvement Completion Timeline” prior to the City’s issuance of a building permit and/or an encroachment permit for the Improvements that sets forth milestones towards the Delivery Date. During construction, Developer shall further provide a written progress report of the construction of the Improvements within ten (10) business days of FORM
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3 written request by City or as otherwise agreed by the Parties in writing. The report shall contain up-to-date information regarding construction progress and the ability to meet the Delivery Date and projected dates where closure of the Property or portions of the Parking Garage is anticipated.
b. Construction Materials. Developer shall, at no cost, expense or liability to City, provide all equipment, tools, materials, labor, tests, design work, engineering services, and construction services necessary to fully and adequately complete the Improvements in accordance with this License.
c. Permits; Compliance with Laws . Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses from all relevant federal, state, and local governmental or regulatory authorities (collectively, “Governmental Authorities ”) to construct the Improvements in accordance with the Approved Improvement Plans , Applicable Laws, and this License , including, without limitation, encroachment and building permits from the City, which shall be reviewed in the City’s regulatory capacity and may be approved or denied in accordance with Applicable Laws. Developer shall conduct the work in compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. The Improvements shall be completed in accordance with the Approved Improvement Plans, as well as all applicable federal, state, and local statutes, laws, ordinances, regulations, codes, rules, standards, and other requirements, including but not limited to the California Building Code, Title 22 of the California Code of Regulations (“Applicable Laws”). At all times during construction of the Improvements, Developer shall comply with the applicable provisions of the California Labor Code Section 1720, et seq.
d. Approved Modifications. Following the City’s approval of the Approved Improvement Plans, Developer shall not modify the Approved Improvement Plans nor the Improvements without obtaining approval from the City in its sole discretion in its capacity as Property owner and in its regulatory capacity related to building permits or encroachment permits to the extent such approval is required by Applicable Laws . Each modification proposed by the Developer and approved by the City shall be an “Approved Modification.” The Developer shall complete the agreed modification at its sole cost and expense, and each Approved Modification shall become part of the Approved Improvement Plans at the time the City approves modified building permits and/or encroachment permits, as applicable, authorizing the changes.
e. Utility Installations. As part of the Improvements, Developer shall, at its sole cost, expense, and liability, install permanent lines and connections for all electric, telecommunications, and other utilities (including storm drain and sanitary sewer, etc.) at the Property to the extent shown in the Approved Improvement Plans. Developer agrees that all utility installations (“Utility Installations”) shall be constructed in accordance with provisions of this paragraph and that Developer shall pay all costs associated with such Utility Installations, including but not limited to the extension and connection of said utilities. City shall not be required to reimburse Developer for the cost of any of the foregoing work.
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4 f. Construction Standards . All construction of the Improvements will be carried out and completed by Developer in compliance with the Approved Improvement Plans, Applicable Laws, and this License. Developer is solely liable for the construction of the Improvements. Developer is solely responsible for filing plans with the Building Division of the Community Development Department and any other applicable Governmental Authority, paying applicable fees and securing appropriate inspection(s). All stockpiling of excavated material, construction screening and the storage of materials, tools or equipment shall be done in compliance with Applicable Laws . Developer agrees that the Improvements will be constructed in a diligent and workmanlike manner in compliance with the Approved Improvement Plans, Applicable Laws, and this License. Developer shall provide City with not less than ten (10) days’ written notice prior to the commencement of construction of the Improvements so that City, at the option of City, may post a Notice of Non- Responsibility as provided by law. All work shall be completed by duly li censed and insured contractors .
Developer shall require the contractor(s) selected for the construction of the Improvements to (i) execute the Certificate regarding Workers Compensation in the form attached as Exhibit “C” hereto and (ii) provide City with certificates of insurance from its contractors evidencing that the insurance requirements of this License are maintained by said contractors.
As an alternative to requiring its contractors to furnish separate insurance certificates and endorsements, Developer may instead include all contractors and subcontractors as insured under its policies, subject to all the requirements stated herein. All equipment and personal property of contractors and subcontractors shall be separately insured by Master Developer or the contractors or subcontractors.
g. Construction Management . City agrees to designate one or more representative(s) who will have the right to review all documents and files related to the Improvements, including but not limited to any tests and inspection reports, provided that nothing herein contained shall be c onstrued as creating an obligation upon City to observe, monitor, inspect, or review and it is Developer ’s obligation to e nsure that the Improvements are completed in compliance with this License. Upon completion of the Improvements, files and records for the Improvements (which shall include contract documents, planning and design documents, bid proposals and negotiation documents, cost records and job cost variance reports, design modification proposals, value engineering or other cost reduction proposals , revisions made to the original design, job progress reports, photographs, and as-built drawings maintained by Developer) shall be maintained by Developer for a minimum of five (5) calendar year following City’s acceptance of the Improvements, and the City shall have the right to review, audit, and c opy such files and records. Developer understands that this representative’s or representatives’ presence on the Property or in the License Area in no way constitutes approval of the Im provements being constructed. Developer must, at the commencement of the construction work, notify the City in writing of the identity, place of business, and telephone number of Developer ’s on-the-job construction superintendent. Said construction superintendent will be Developer ’s prime consultant for purposes of communications with the designated representative of the City and government inspectors.
Developer shall, prior to the commencement of construction of the Improvements on the Property, install adequate signage in the License Area identifying Developer ’s contractor as the operator of the construction site, which sign shall also provide a Developer contact (with phone number) to call in case of emergency. The foregoing signage must be approved by City prior to installation, such approval not to be unreasonably conditioned, withheld or delayed.
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5 h. As-Built Drawings . Upon the completion of the construction of the Improvements in accordance with this License, Developer, at its sole cost, shall prepare as - built plans for the Improvements and shall provide three (3) copies of each as-built plan to City along with electronic files in PDF and CAD formats . The as-built plans shall be certified by Developer’s engineer -of-record and shall reflect the condition of the Improvements as constructed, with all approved changes incorporated therein.
3. Time of Entry: Entry may commence, once the License is fully executed, on _____________, 2022, at 8:00 a.m. Entry shall terminate at 5:00 p.m. on the date of the City’s final acceptance of the Improvements, unless earlier terminated by the City under Section 10 hereof or earlier terminated by Developer by cessation of activities/operations, or unless such time is extended by the City. City shall have the right to have its representatives present at any time when Developer has entered the License Area.
4. Indemnification:
a. General Indemnification. Developer shall reimburse, indemnify, defend and hold harmless (collectively, “Indemnify” and in each case, an “Indemnification”) the City and the commissioners, supervisors, elected and appointed officials, officers, employees, attorneys, contractors and agents of City and, as applicable, the partners, entities that the City directly or indirectly controls, is controlled by, or is under common control with, members and owners, and the officers, partners, agents, employees and members of each of them (or of its successors or assigns) (each, a “City Party” and, collectively, the “City Parties”) from and against all claims, demands, losses, liabilities, damage, liens, obligations, interest, injuries, penalties, fines, lawsuits or other proceedings, judgments and awards and costs and expenses (including reasonable attorneys’ fees and costs, consultant fees and costs and court costs) of whatever kind or nature, known or unknown, contingent or otherwise, including the reasonable costs to a City Party or City Parties, as applicable, of carrying out the terms of any judgment, settlement, consent, decree, stipulated judgment or other partial or complete termination of an action or proceeding that requires a City Party or City Parties, as applicable, to take any action (collectively, “Losses”) arising from or as a result of, except to the extent such Losses are directly caused by the act or omission of a City Party, the operations or activities in or around the License Area by any of (i) the Developer or (ii) its agents, servants, employees, contractors, or subcontractors (each, a “Subpermittee”), including, without limitation, (a) the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person that shall occur in or around the License Area to the extent caused by the act or omission of Developer or its Subpermittees, or (b) any breach or default by Developer in the performance or discharge of its agreements and obligations under this License. Developer’s Indemnification obligations under this Section 4 shall survive expiration or termination of this License.
b. Other Remedies. The agreements to indemnify set forth in this Section 4 are in addition to, and in no way shall be construed to limit or replace, any other obligations or liabilities that Developer may have to City under this License or the DDA. c. Defense of Claims. City agrees to give prompt notice to Developer (the “Indemnifying Party”) with respect to any suit filed or claim made against City (or, upon FORM
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6 City’s discovery thereof, against any City Party that City believes in good faith is covered by any indemnification given by Developer under this License) no later than the earlier of (a) ten (10) days after valid service of process as to any filed suit or (b) fifteen (15) days after receiving written notification of the assertion of such claim, which City has good reason to believe is likely to give rise to a claim for Indemnification hereunder by the Indemnifying Party. The failure of City to give such notice within such timeframes shall not affect the rights of City or obligations of the Indemnifying Party under this License except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall, at its option but subject to the reasonable approval by City, be entitled to control the defense, compromise or settlement of any such matter through counsel of the Indemnifying Party’s choice; provided, that in all cases City shall be entitled to participate in such defense, compro mise or settlement at City ’s own expense. If the Indemnifying Party shall fail, however, in City’ s reasonable judgment, within a reasonable time following notice from City alleging such failure, to take reasonable and appropriate action to defend, compromise or settle such suit or claim, City shall have the right promptly to hire counsel to carry out such defense, compromise or settlement, and the reasonable expense of City in so doing shall be due and payable to City within fifteen (15) days after receipt by the Indemnifying Party of a properly detailed invoice for such expense.
d. Limitations of Liability. It is understood and agreed that no City Party shall be personally liable to Developer, nor shall any direct or indirect partners, members or shareholders of Developer or its officers, directors, agents or employees (or of their successors or assigns) be personally liable to City, in the event of any default or breach of this License by City or Developer or for any amount that may become due to Developer or City or any obligations under the terms of this License; provided, that the foregoing shall not rele ase obligations of a person or entity that otherwise has liability for such obligations, such as (i) the general partner of a partnership that, itself, has liability for the obligation or (ii) the obligor under any security covering such obligation.
e. No Mechanics’ Liens. Developer shall not permit any mechanics’ or other liens to be levied against the License Area or the Property for any labor or material furnished to Developer or claimed to have been furnished to Developer or to one or more Subpermittees in connection with the Interim Use, and Developer shall hold the City free and harmless from any and all Losses connected with or arising from any such lien or the Interim Use. If such liens are asserted, then within thirty (30) days after its occurrence, Developer shall, in its discretion, remove said liens or post a surety bond to release the Property from any mechanic’s liens recorded against it. Said bond shall be issued by a surety qualified to do business in California and shall be in an amount prescribed by law.
5. Hazardous Substance Acknowledgement and Indemnification:
a. Hazardous Substance Indemnification.
i. In addition to, and without limiting, the Indemnifications set forth in Section 4, Developer shall Indemnify the City Parties from and against any and all Losses incurred by or asserted against any City Party in connection with, arising out of, or in response to, or in any manner relating to:
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7 1. Developer’s breach of any obligation under this License with respect to Hazardous Substances (as defined below);
2. Developer’s violation of any obligation under this License with respect to its compliance with Environmental Laws on or relative to the License Area;
3. Any Release (as defined below) or threatened Release of a Hazardous Substance, or any condition of pollution, contamination or Hazardous Substance - related nuisance on, under or from real property at the License Area (including any Improvements) to the extent the Release, threatened Release, condition, contam ination or nuisance was caused, contributed to, or exacerbated by Developer on any portion of the License Area; provided, that Developer’s indemnity obligation as set forth in this clause 5(a)(i) shall not apply to the extent such Losses were caused, contributed to or exacerbated by (x) a City Party or (y) an environmental condition on the Property that existed prior to the Effective Date.
Developer’s obligations under Section 5.a, and its indemnities contained elsewhere in this License, shall: (1) apply regardless of the availability or amount of insurance proceeds; and (2) survive the expiration or other termination of this License. However, if it is reasonable to assert that a c laim for Indemnification under Section 5 is covered by a pollution liability insurance policy, pursuant to which such City Party is an insured party or a potential claimant, then City shall reasonably cooperate with Developer in asserting a claim or claims under such insurance policy but without waiving any of its rights of indemnity under Section 5.a. Developer specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City Parties from any claim that may reasona bly fall, or is otherwise determined to fall, within the indemnification provision of Section 5.a, even if the allegations are or may be groundless, false or fraudulent. Developer’s obligation to defend under Section 5.a shall arise at the time such claim is tendered to Developer and shall continue at all times thereafter.
Notwithstanding the foregoing, if a City Party is a named insured on a pollution liability insurance policy obtained by Developer, such City Party will not seek indemnification from Developer under Section 5.a unless it has asserted and diligently pursued a claim for insurance under such policy and until any limits from the policy are exhausted, on condition that (i) Developer pays any self -insured retention amount required under the policy, (ii) Developer pays such City Party’s costs and expenses (including attorneys’ fees and expenses) of pursuing such claim, (iii) Developer agrees to a tolling of any and all statutes of limitation relating to such City Party’ s right to seek indemnification under Section 5.a, and (iv) nothing in this sentence requires any City Party to pursue a claim for insurance through litigation prior to seeking indemnification from Developer.
b. Hazardous Substance Acknowledgement: Developer recognizes that, in entering upon the License Area and performing the Interim Use under this License, its employees, invitees, and Subpermittees may be working with, or be exposed to substances or conditions that are toxic or otherwise hazardous. Developer acknowledges that the City is relying on the Developer to take all appropriate precautions to avoid such risks to its employees, invitees, and Subpermittees. Developer agrees that it is assuming full responsibility for evaluating the significance of such risks, implementing appropriate safety precautions for its employees, invitees, and Subpermittees and making the decision on how FORM
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8 (and whether) to enter upon the License Area and carry out the Interim Use, with due regard to such risks and appropriate safety precautions.
c. Proper Disposal of Hazardous Substances: Developer assumes sole responsibility for managing, removing and properly disposing of any waste produced during or in connection with Developer’s entry and/or Interim Use of the License Area including, without limitation, preparing and executing any mani fest or other documentation required for or associated with the removal, transportation and disposal of Hazardous Substances to the extent required in connection with the Developer’s activities hereunder. d. Hazardous Substances: For purposes of this License, the term “Hazardous Substance” shall mean any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a “ hazardous constituent”, “hazardous substance”, “hazardous waste constituent”, “infectious waste”, “medical waste”, “biohazardous waste”, “extremely hazardous waste”, “pollutant”, “toxic pollutant”, or “contaminant”, or any other designation intended to classify substances by reason of properties that are deleter ious to the environment, natural resources, wildlife or human health or safety, including, without limitation, ignitability, infectiousness, corrosiveness, radioactivity, carcinogenicity, toxicity and reproductive toxicity. Hazardous Substance includes, wi thout limitation, any form of natural gas, petroleum products or any fraction thereof, asbestos, asbestos -containing materials, PCBs, PCB-containing materials, and any substance that, due to its characteristics or interaction with one or more other materia ls, wastes, chemicals, compounds, substances, mixtures or byproducts, damages or threatens to damage the environment, natural resources, wildlife or human health or safety.
e. Environmental Laws: For purposes of this License, the term “Environmental Laws” shall include but not be limited to all federal, state and local laws, regulations, ordinances, and judicial and administrative directives, orders and decrees dealing with or pertaining to solid or hazardous waste, wastewater discharges , drinking water, air emissions, Hazardous Substance releases or reporting requirements, Hazardous Substance use or storage, and employee and community right -to-know requirements, related to the Interim Use.
f. Release: For purposes of this License, the term “ Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other c losed receptacles containing any Hazardous Substance or pollutant or contaminant).
g. Soils Investigation: If the Interim Use under Section 2 of this License includes any soils investigations, then Developer warrants as follows:
(1) If any soils investigation permitted hereby involves the drilling of holes having a diameter dimension that could create a safety hazard for persons, said holes shall during any drilling operations be carefully safeguarded and shall upon the completion FORM
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9 of said drilling operations be refilled (and compacted to the extent necessary) to the level of the original surface penetrated by the drilling.
(2) During the term of this License, t he City has no responsibility or liability of any kind or character with respect to any utilities that may be located in or on the License Area. Developer has the sole responsibility to locate the same and to protect the same from damage. Developer shall be solely responsible for any damage to utilities resulting from Developer’s Interim Use or damage resulting from any utilities damaged as a result of Developer’s Interim Use.
(3) All soils test data and reports prepared based thereon, obtained from these activities shall be provided to the City upon written request and the City may use said data for whatever purposes it deems appropriate, including making it available to others for use in connection with any development. Such data, reports and City use shall be without any charge to the City.
(4) Any hole drilled shall, if not refilled and compacted at the end of each day’s operation, be carefully safeguarded and secured after the compl etion of each day’s work, as shall the drilling work area and any equipment if left on the License Area.
6. Insurance: Developer shall procure and maintain, or cause to be procured and maintained, insurance coverages for the duration of the License, including any extensions, consisting of the types and coverage amounts required under Exhibit “B”. The cost of such insurance shall be borne by the Developer or any Subpermittees . With the exception of Workers’ Compensation and Employer’s Liability insurance, the City shall be named as an additional insured under the insurance policies.
a. No Limitation on Indemnities. Developer’s compliance with the provisions of this Section shall in no way relieve or decrease Developer ’s indemnification obligations herein or any of Developer ’s other obligations or liabilities under this License; provided, however, if a City Party is a named ins ured on an insurance policy obtained by Developer , such City Party will not seek indemnification from Developer under this License unless it has asserted and diligently pursued a claim for insurance under such policy and until any limits from the policy are exhausted, on condition that (i) Developer pays any self -insured retention amount required under the policy, (ii) Developer pays such City Party’s costs and expenses (including attorneys’ fees and expenses) of pursuing such claim, (iii) Developer agrees to a tolling of any and all statutes of limitation relating to such City Party’s right to seek indemnification under this License, and (iv) nothing in this sentence requires any City Party to pursue a claim for insurance through litigation prior to seeking indemnification from Developer.
b. Lapse of Insurance. Notwithstanding anything to the contrary in this License, if any required insurance coverage hereunder lapses, then City may , by written notice to Developer, elect in City’s sole and absolute discretion to terminate this License following the expiration of the notice and cure period(s) set forth in Section 17(c).
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10 c. Developer’s Personal Property. Developer shall be responsible, at its expense, for separately insuring Developer’s equipment and personal property. d. Subpermittee: Developer shall include all Subpermittees as insureds under its policies or shall require each Subpermittee to furnish separate insurance certificates and endorsements. All coverages for Subpermittees shall be subject to all the requirements stated herein, unless City gives written approval for alternative coverage based upon Subpermittee’s scope of work in its reasonable discretion and following Developer’s written request.
7. “As Is”, Maintenance, Restoration, Vacating:
a. The License Area is accepted “ AS IS” and entry upon the License Area by Developer is an acknowledgment by Developer that all dangerous places and defects in said License Area are known to it and are to be made secure and kept in such secure condition by Developer during the term of this License.
b. Developer shall be responsible for the maintenance and care of the Improvements until City accepts them in the Required Delivery Condition. City shall exercise no control over the Improvement s until so accepted by City. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City’s acceptance of the Improvements. Developer shall maintain all the Improveme nts in a state of good repair until they are completed by Developer in accordance with this License and accepted by City . City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to the City’s acceptance in the Required Delivery Condition.
c. If the Improvements are delivered to City in the Required Delivery Condition in accordance with this License, the City shall accept the Improvements . The City Manager or designee is authorized to accept the Improvements on the City’s behalf, provided that notwithstanding anything to the contrary in this License, any City acceptance of the Improvements is solely for purposes of City’s intended use and shall no t in any way waive any defects of the Improvements, any warranties set forth in this License or the ongoing repair o bligations set forth in clause (d) below . Upon acceptance of the Improvements by City, Developer shall file with the Santa Clara County Recorder’s Office a notice of completion for the accepted Improvements in accordance with California Civil Code Section 9200 et seq.
d. After the City’s acceptance of the Improvements in the Required Delivery Condition, City shall be responsible for the maintenance and care of the Parking Structure as City deems necessary, provided that Developer shall remain responsible, at its sole cost and expense, to repair any defects in the Improvements as set forth in Section 17(d) below.
The foregoing repair obligation of Developer set forth in this clause (d) shall survive termination of this License for the Warranty Period set forth in this License . i. A pre-construction facility condition assessment of the Parking Structure documenting its existing conditions is attached hereto as Exhibit “E” (the FORM
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11 “Existing Condition Assessment ”). Prior to commencement of construction, the City and Developer shall do a joint site walk through every portion of the Parking Structure that may be affected by the Improvements, and Developer shall document conditions with high- resolution photographs and videos. Any concrete cracks identified by either party shall be documented and measured by Developer, and any such cracks shall be periodically measured during construction of the Improvements. Upon completion of construction, the Developer shall prepare a post -construction facility condition assessment of the Parking Structure to document its then- current conditions as compared with the Existing Condition Assessment (the “ Post-Construction Condition Assessment ”) and identify a ny damage that may have occurred during the Interim Use , including a comparison in size of any identified concrete cracks . The Developer shall deliver the Post -Construction Condition Assessment to the City for its review and approval, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Developer’s remedy of any damage caused as a result of the Interim Use and City’s acceptance of the Post-Construction Condition Assessment shall be precondition s to the City’s acceptance of the Improvements. ii. During the Warranty Period, the City may compare the Parking Structure’s then-current condition to the Parking Structure’s condition as documented in the Post-Construction Condition Assessment , and if City determines that there is any damage to the Property or Parking Structure res ulting from or arising out of the Interim Use or the construction of the Improvements beyond reasonable wear and tear, then City may notify Developer of the same in writing and Developer shall replace or repair any such damage to the Property or the Parking Structure resulting from or arising out of the Interim Use or the construction of the Improvements in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City at no cost or expense to the City.
Such obligation extends to the condition of the Parking Structure and is not limited to the Improvements. Such obligation shall survive termination of this License for the Warranty Period.
e. Upon termination of the Licens e, Developer shall vacate the License Area and remove any and all personal property located thereon and restore the License Area to its condition at the time of entry except for the Improvements. The City shall have the right without notice to dispose of any property left by Developer after it has vacated the License Area.
f. The City makes no representations or warranties, express or implied, with respect to the environmental condition of the Licens e Area or the surrounding property (including without limitation all facilities, improvements, structures and equipment thereon and soil and groundwater thereunder), or compliance with any Environmental Laws, and gives no indemnification, express or implie d, for any Losses arising out of or related to the presence, discharge, migration or Release or threatened Release of any Hazardous Substance in or from the License Area.
8. Compliance With Laws:
a. Compliance with all Laws: All activities and operations of the Developer and/or its invitees, Subpermittees and employees and all authorized entries, under FORM
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12 this License shall be performed in a safe and reasonable manner and in compliance with Applicable Laws.
b. Nondiscrimination: The Developer herein covenants for itself and for all persons claiming under or through it that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, gen der identity, marital or domestic partner status, disability (including AIDS or HIV status), national origin or ancestry in the use, occupancy or enjoyment of the License Area.
9. Security of License Area, Parking Structure Access, and TMOP:
a. Developer shall be required to secure the License A rea during the Interim Use to protect against accidents on the Property or intrusion into the portions of the License Area where Developer is engaged in the Interim Use, and locations of such security measures shall be indicated on the Approved Improvement Plans. b. Prior to issuance of the Approved Improvement Plans, Developer shall be required to prepare and submit to the City, for the City’s review and approval, a “Parking Structure Access Plan” that addresses how the public will access the License Area (other than the Permitted Closure License Area) and safely navigate the Parking Garage’s interior during the Term of this License. The Parking Structure Access Plan shall identify signage, fencing, safety barriers, and/ or other temporary installations that are required to maintain public safety while allowing reasonable public access to the Parking Structure during the Term.
c. Developer shall comply with that certain Memorandum from Hexagon Transportation Consultants, Inc, dated May 20, 2019, re Levi’s Stadium Traffic Handling during Phase 1 City Place Construction in Santa Clara, California implementing the 2017 Transportation Management and Operations Plan (the “TMOP”) and the TMOP itself. d. At least fourteen ( 14) days in advance of closing any portion of the Parking Structure or License Area, to the public, and at least thirty (30) days in advance of closing the entire Parking Structure to the public, the Developer shall provide written notice to the City of the anticipated closure and receive the City’s written approval prior to taking any action with the License Area to effectuate such a closure, which approval may be approved or denied in the City’s discretion, such discretion not to be unreasonably withheld, conditioned or delayed. Within five (5) business days following receipt of Developer’s written closure request, the City shall provide written feedback to the Developer approving the closure or explaining why the closure is not allowable at that time. If th e Developer’s request is denied, the Developer shall be permitted to resubmit a new request for closure for the City’s consideration, and the City shall provide written feedback to the Developer approving the closure or explaining why the closure is not allowable at that time within five (5) business days following receipt of Developer’s resubmittal. The City Manager or his or her designee shall be the authorized agent to review and act on the Developer’s closure requests on behalf of the City.
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13 e. Developer shall maintain all temporary safety installations in good condition and, during the term of this License through the expiration of the Warranty Period, Developer shall repair any damage caus ed by Developer or resulting from the Interim Use.
During the term of the License, the Developer shall be solely responsible for keeping the License Area and all of its equipment and other property located thereon secure at all times, and City shall have no responsibility whatsoever in that regard.
10. Termination:
a. Termination Upon Completion . Upon City’s final acceptance of the Improvements, this License shall terminate except for those obligations of Developer that survive the termination of this License.
b. Early Termination . If Developer shall be in breach of any of its obligations under this License, City shall have the right to terminate this License if such breach has not been cured following the expiration of the notice and cure periods set forth in Section 17(c) below. Developer acknowledges that this License gives Developer a license only and notwithstanding anything to the contrary in this License, this License does not constitute a grant by City of any ownership, leasehold, easement or other similar property interest or estate whatsoever in the License Area, or any portion thereof. In the event of termination due to a breach by Developer of any provision hereunder, City may seek any remedy available at law or in equity, including but not limited to a suit for damages or an action for specific performance or injunction. All remedies provided herein or by law or in equity shall be cumulative and not exclusive.
11. Entry under Developer Authority: The License granted to Developer for the Interim Use as defined in Section 2 shall mean and include all S ubpermittees, agents and employees of the Developer. In this regard, Developer assumes all responsibility for the safety of all persons and property placed in the License Area pursuant to this License. All Interim Uses performed in the License Area and all persons entering the License Area and all property and equipment placed therein in furtherance of the permission granted herein is presumed to be with the express authorization of the Developer.
12. Signs: Except for construction signs, temporary directional, safety or warning signs (including those signs required by Section 2(g)), or any other signs approved by City, Developer shall not place, erect or maintain any sign, advertisement, banner or similar object on the License Area. Developer shall be responsible for erecting and maintaining signs in accordance with the TMOP, the Approved Improvement Plans, and the Parking Structure Access Plan.
13. No Assignment: This License is personal to Developer and it may not be assigned or otherwise transferred, either in whole or in part without the written consent of the City.
14. Governing Law: This License shall be governed by and interpreted under the laws of the State of California.
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14 15. Attorneys’ Fees: In any action or proceeding arising out of this License, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
16. Business Day: “Business Day” means any day that is not a Saturday, Sunday or day observed as a holiday by the City, the State of California, or the federal government.
17. Supplementary Provisions:
a. Security. Notwithstanding anything to the contrary in the DDA, the requirements for adequate security for Secured Phase Improvements as specified in DDA Section 28.3 shall not be applicable to the Improvements. Prior to the issuance of any building or encroachment permit for the Improvements, Developer shall provide a completion guaranty from a guarantor for the City’s benefit, substantially in the form of that certain Guaranty Agreement (Completion) attached to the DDA.
b. No Encumbrances . Notwithstanding anything to the contrary in this License, any financing agreements, or any other agreements executed by the Developer , Developer acknowledges and agr ees that (i) Developer has no right whatsoever to encumber either the Property, the License Area, or the Improvements for any financing obtained by the Developer to construct the Improvements, and (ii) the Property and the Improvements are not, nor shall they be, encumbered by Developer for any purpose. c. Default; Notice; Remedies.
i. Default Notice. If either Party is in default or violation of any obligation, term, or condition of this License, the non- defaulting party shall give Notice (defined below) to the defaulting party of such default or violation and the defaulting party shall remedy the default or violation. The non- defaulting shall not be permitted to exercise its remedies hereunder so long as the defaulting party promptly commences to cure the default and diligently pursues such cure to completion; provided, however, i f Developer’s default or violation constitutes an immediate threat to the public health, safety, or welfare, whether City provides Notice or not, Developer shall immediately and substantially commence the required remedy within twenty -four (24) hours following Developer’s actual knowledge of such immediate threat and thereafter diligently pursue such work to completion within thirty (30) days following its occu rrence, provided that if such default or violation is of a nature that reasonably requires additional time to complete the remedy; the Developer shall complete such remedy as soon as reasonably possible.
ii. Negotiations Between Designated Representatives . In the event of a default by a Party that is not remedied in accordance with Paragraph i. of this Section 16.c, Developer and City agree to promptly negotiate in good faith to resolve any such outstanding default arising under this License (“Dispute”). The Party raising the Dispute shall give written notice to the other Party of such Dispute. In the event of a Dispute, within five (5) business days after the other Party’s receipt of written notice, the Parties agree to meet through their Designated Representatives (as defined below) in good faith in an attempt to resolve the Dispute FORM
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15 through informal negotiations. The Designated Representatives shall record the date of the Parties’ first in -person meeting. The “ Designated Representatives ” for the Parties are as follows: the City Manager (or authorized designee) for City and Steve Eimer (or authorized designee) for Developer . If the Parties are unable to resolve the Dispute within thirty (30) business days from the date of said first in- person meeting, the Parties shall proceed to the dispute resolution method in Paragraph iii. Any Dispute resolutions that would amend the License shall be set forth in writing and shall be approved by the governing bodies of the Parties.
iii. Mediation. The Parties agree in the event any Dispute is not resolved after commencement of good faith negotiations under Paragraph ii., the Dispute shall be submitted to a formal mediation process prior to commencing an action or City exercising its remedies under this License. The mediation shall be convened within forty-five (45) business days of the first meeting of the Designated Representatives and shall conclude within sixty (60) business days of the first meeting of said Designated Representatives. The costs of the mediation shall be shared equally by the Parties. The Parties agree to mediation using then- current mediation procedures of JAMS or its successor.
iv. Litigation. Any Dispute that remains unresolved after participation in the foregoing Dispute resolution procedures in Paragraphs ii. a nd iii. (or Developer’s failure to complete and deliver the Improvem ents by the Delivery Date) may be submitted to litigation in the main branch of the Santa Clara County Superior Court or shall permit either Party to terminate this License upon written notice to the other Party and exercise its remedies at law or in equity (without any further notice requirements). d. Warranty and Guaranty. Developer hereby warrants and guarantees the Improvements against any defective work or labor done, or defective materials furnished in the performance of this License, for ten (10) calendar year s commencing on the date of the City’s final acceptance of the Improve ments (such period, the “ Warranty Period”). During the Warranty Period, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City. All repairs, replacements, or reconstruction during the W arranty Period shall be at the sole cost, expense, and liability of Developer . As to any portions of the Improvements that have been repaired, replaced, or reconstructed during the Warranty Period , Developer hereby agree to ext end the applicable warranties for an additional ten (10) calendar year period following City’s acceptance of the repaired, replaced, or reconstructed portion of the Improvements (such extended period shall be considered a part of the Warranty Period, if applicable) . Nothing herein shall relieve Developer from any other liabi lity it may have under federal, state, or local law to repair, replace, or reconstruct any portion of the Improvements following expiration of the Warranty Period. Developer’s warranty obligation under this section shall survive the expiration or terminati on of this License for the Warranty Period . Nothing in this paragraph limits the City’s rights under this License with respect to latent defects, gross mistakes, or fraud, and City specifically reserves all rights related to defective work, FORM
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16 including but not limited to defect claims pursuant to California Code of Civil Procedure section 337.15.
18. Notices: Whenever this License permits or requires that a notice, demand, request, consent or approval or other communication be given by a Party (each, a “ Notice”), and whenever either Party desires to give or serve a Notice, such Notice must be in writing and shall not be effective f or any purpose unless it is in writing and given or served as follows: (a) by personal delivery (including by same day commercial courier or messenger service) with receipt acknowledged or (b) by reputable, national overnight delivery service (with confirmatory receipt therefor), next business day delivery specified, in each case to the Parties at their addresses set forth on Exhibit “D” attached hereto and incorporated herein.
A Party may change the address(es) to which any Notice is to be delivered to such Party by furnishing ten (10) days’ written Notice of such change(s) to the other Party in accordance with the provisions of this Section 18. The attorney for a Party may send Notices on that Party’s behalf. Every Notice shall be deemed to have been given or served if given by personal delivery or overnight delivery service, upon delivery thereof, regardless of the timing of receipt of any confirmatory copy, in each case with failure to accept delivery to constitute delivery for such purpose and with inability to deliver because of changed address of which no Notice was given under this Section 18 to constitute delivery for such purpose (provided, that, the sending Party shall use good faith efforts to deliver to any other address of the intended recipient known to the sending Party).
19. Force Majeure: If a Party experiencing Force Majeure (defined below) has (i) provided written notice to the other Party within ten (10) business days after the notifying Party acquires knowledge of such Force Majeure and of when the notifying Party anticipates such Force Majeure will end and (ii) taken reasonable steps during the existence of the Force Majeure to mitigate the effects of the Force Majeure, the time for performance of an obligation under this Li cense (excluding the payment of any monetary obligations hereunder) shall be extended by an amount equal to the length of time that the Force Majeure is in effect. “Force Majeure” means any delay suffered by a Party in performing an obligation, exercising a right or meeting a deadline under this License to the extent such delay is caused by any of the following: war; acts of terrorism; insurrection; strikes or lock- outs not caused by, or outside the reasonable control of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation not caused by, or outside the reasonable control of, the Party claiming an extension; governmental restrictions or priority; environmental conditions existing or discovered on or affecting the Property, Parking Structure or any portion thereof, including those resulting from the investigation or remediation of such conditions; litigation that enjoins construction or other work on the Property, Parking Structure or any portion thereof, causes a lender to refuse to fund a loan or to accelerate payment on a loan, or would cause a reasonably prudent developer either to forbear from commenci ng construction or other work on the Property, Parking Structure or any portion thereof or to suspend construction or other work; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; moratorium, as defined in California Government Code Section 66452.6(f); the inability to obtain on a timely basis other approvals required for commencement and completion of the Improvements (assuming that Developer is using commercially reasonable efforts to obtain such approvals); and actions or inquiries by a Governmental Authority that results in a delay. Nothing in this Section shall require the City FORM
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17 to issue any certificate of occupancy for Buildings within Phase I until after Developer ha s completed the Improvements to City’s satisfaction, the City has accepted the Improvements, and the City has issued a final Certificate of Completion for the Improvements, regardless of the occurrence of a Force Majeure event or any extension of time to p erform the obligations under this License.
[Signature Pages Follow.]
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[Signature Page to License Agreement Granting Temporary Right of Entry to Certain Real Property] IN WITNESS WHEREOF, the parties hereto have duly executed this instrument in triplicate as of the ________ day of ____________, 2022.
RELATED SANTA CLARA, LLC,
a Delaware limited liability company
By:
Name:
Title:
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[Signature Page to License Agreement Granting Temporary Right of Entry to Certain Real Property]
CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
By:
Name:
City Manager
APPROVED AS TO FORM:
By:
Name:
City Attorney
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A-1
Exhibit “A”
PERMITTED CLOSURE LICENSE AREA
[Related to propose diagram of Property and portions of the Parking Structure where work and laydown/staging will occur]
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B-2
Exhibit “B”
INSURANCE REQUIREMENTS
Developer shall purchase and maintain the insurance policies set forth below on all of its operations under this License at its/their sole cost and expense. Such policies shall be maintained for the full term of this License and the related Warranty P eriod (if appl icable).
For purposes of the insurance policies required under this License, the term “City” shall include the duly elected or appointed council members, commissioners, officers, agents, employees, and volunteers of the City of Santa Clara, California, individually or collectively.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE
POLICIES.
The following policies shall be maintained with insurers authorized to do business in the State of California and shall be issued under forms of policies satisfactory to the City:
a. COMMERCIAL GENERAL LIABILITY INSURANCE POLICY
(“CGL”).
Policy shall include coverage at least as broad as set forth in Insurance Services Office (herein “ISO”) Commercial General Liability coverage (Occurrence Form CG 0001) with policy limits not less than the following:
$5,000,000 each occurrence;
$5,000,000 for personal injury liability;
$5,000,000 aggregate for products -completed operations; and, $5,000,000 general aggregate.
Exact structure and layering of the coverage shall be left to the discretion of Developer and such minimum limits may be maintained through any combination of primary and excess policies ; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
b. BUSINESS AUTOMOBILE LIABILITY POLICY (“BAL”).
Policy shall include coverage at least as broad as set forth in Insurance Services Office Business Automobile Liability coverage, Symbol 1 “Any Auto” (Form CA 0001). This policy shall include a minimum combined single limit of not less than two million ($2,000,000) dollars for each accident, for bodily injury and/or property damage.
c. WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY
INSURANCE POLICY (“WC/EL”). (A Workers’ Compensation Policy or FORM
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B-3
adequate levels of self -insurance are required only if Developer has employees or volunteers.)
These policies shall include at least the following coverages and policy limits:
1. Workers’ Compensation insurance as required by the laws of the State of California; and
2. Employer’s Liability insurance with coverage amounts not less than one million ($1,000,000) dollars each accident/Bodily Injury (herein “BI”); one million ($1,000,000) dollars policy limit BI by disease; and, one million ($1,000,000) dollars each employee BI by disease.
d. POLLUTION LIABILITY
In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor’s Pollution Liability Insurance policy with coverage limits not less than five m illion dollars ($5,000,000) each claim per occurrence and not less than ten million dollars ($10,000,000) in aggregate. All activities contemplated in this License shall be specifically scheduled on the policy as “covered operations.” Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean—up costs arising from sudden, accidental and gradual pollution and remediation in connection with the W ork under this License . Contractor shall have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:
1. The policy shall provide coverage for the hauling of waste from the pr oject site to the final disposal location, including non-owned disposal sites.
2. Products/completed operations coverage shall extend a minimum of 3 years after project completion.
3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.
4. If the insured is using subcontractors the Policy must include work performed “by or on behalf’ of the insured.
5. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage.
Policy shall specifically provide for a duty to defend on the part of the insurer.
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B-4
2. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS.
Any deductibles and/or self -insured retentions which apply to any of the insurance policies referred to above shall be declared in writing by Developer and approved by the City before work is begun pursuant to this License. At the option of the City, Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and/or defense expenses.
3. ENDORSEMENTS.
All of the following clauses and endorsements, or similar provisions, are required to be made a part of the required insurance policies indicated in parentheses below:
a. Additional Insureds The City of Santa Clara, its City Council, commissions, officers and employees are hereby added as additional insureds in respect to liability arising out of the Developer ’s work for the City, providing coverage at least as broad as Insurance Services Off ice (ISO) Endorsement CG 2010, or insurer’s equivalent (CGL);
b. General Aggregate The general aggregate limits shall provide coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, or insurer’s equivalent (CGL);
c. Primary Insurance This policy shall be considered primary insurance with respect to any other valid and collectible insurance City may possess covering the License Area, including any self-insured retention City may have, and any other insurance City does possess shall be considered excess insurance only and shall not be called upon to contribute with this insurance (CGL & BAL); and d. Notice of Cancellation No cancellation shall be effective until written notice has been given at least thirty (30) days prior to the effective date of such cancellation to City at the address set forth below, except the insurer may give ten (10) days’ notice for non-payment of premium (CGL, BAL, WC/EL & PL).
4. ABSENCE OF INSURANCE COVERAGE.
City may direct Developer to immediately cease all activities with respect to this License if the City determines that Developer fails to carry, in full force and effect, all insurance policies or self -insurance with coverages at or above the limits specified in this License. Any delays or expense due to stopping of work caused by Developer and any change of insurance as a result thereof shall be considered Developer’s delay and expense, subject to Force Majeure. At the City’s discretion, under conditions of lapse, City may upon five (5) days prior written notice to Developer , purchase appropriate insurance and charge all costs related to such policy to Developer.
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B-5
5. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION, A Certificate of Insurance, on an Accord form, and implementing endorsements shall be provided to City by each of Developer’s insurance companies as evidence of the stipulated coverages prior to commencement of work under this License, and annually thereafter at least ten (10) days prior to termination of existing coverage for the term of this License. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by this License at any time. All of the insurance companies providing insurance for Developer shall have, and provide evidence of, a Best Rating Service rate of “A VI” or above.
Developer or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this License. Upon City’s request, Developer shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this License , all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this License shall be emailed to:
Email address: [email protected]
Or, can be mailed to:
City of Santa Clara, Department of Public Works
c/o Insurance Data Services — Insurance Compliance
P.O. Box 100085 — S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
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C-1
Exhibit “C”
CERTIFICATE REGARDING WORKERS’ COMPENSATION
Labor Code Section 3700
“Every employer except the state shall secure the payment of compensation in one or more of the following ways:
(A) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this state. (B) By securing from the Director of Industrial Relations a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees.”
I am aware of the provisions of Section 3700 of the Labor Code which require every employee to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the code, and I will comply with such provisions before commencing the performance of the work of this contract.
Contractor:
By:
Its:
In accordance with Article 5 (commencing at Section 1860), Chapter 1, Part 7, Division 2 of the Labor Code, the above certificate must be signed and filed with the awarding body prior to performing any work under the contract.
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D-1
Exhibit “D”
NOTICE ADDRESSES
If to City:
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: City Manager
With a copy to:
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: City Attorney
If to Developer:
Related Santa Clara, LLC
5201 Great America Parkway, Suite 532
Santa Clara, CA 95054
Attn: Jennifer Jiang
With a copy to:
Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, California 94105
Attn: Allison H. Kidd
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E-1
Exhibit “E”
Existing Condition Assessment
See Attached