EXHIBIT C- DRAFT - LICENSE FOR THE USE OF REAL PROPERTY HCP Oyster Point III, LLC (“HCP”) and Oyster Point Owners Association, Inc. (“Association”), hereby grant this License (“License”) to the City of South San Francisco (“City”) to enter upon and use a portion of Owners’ property as described herein, subject to the conditions set forth in this License. HCP and the Association collectively may be referred to as “Owners” in this License. HCP, the Association, and the City individually may be referred to as “Party” and collectively may be referred to as “Parties” in this License.
1. Property:
a. HCP owns the real property located at 131 Oyster Point Blvd., South San Francisco, CA, APN 015-011-280 (“HCP Property”), described as “Parcel 6 as shown on that certain parcel map entitled ʻPARCEL MAP 12-0002 BRITANNIA COVE AT OYSTER POINT’ filed December 22, 2014, in Book 81 of Maps at Pages 60-64, San Mateo County Records.
b. The Association owns the real property consisting of the common area for the private right-of-way comprising Veterans Boulevard north of Oyster Point Boulevard, in South San Francisco, CA, described as “Parcel 7” of “Parcel Map 97- 027” filed on January 22, 1998, in Book70 of Maps at Pages 33-40, San Mateo County Records, as modified by Lot Line Adjustment No. 16 recorded on June 18,1999 at Series 99-106117, San Mateo County Records, excepting therefrom the portions conveyed pursuant to the Deeds recorded on March 15, 2011 as Instrument Numbers 2011-030224 and 2011-030255, San Mateo County Records (“Association Property”).
c. A strip of the HCP Property along its easterly boundary, approximately twelve feet in width more or less, is within the Veterans Boulevard private right-of-way (“HCP Portion”). HCP granted the Association an easement for the use of the HCP Portion for the Veterans Boulevard private right-of-way pursuant to the Easement Deed recorded on May 12, 2016 as Instrument Number 2016-044599, San Mateo County Records.
d. A lot line adjustment currently is pending with the City to encompass the HCP Portion with the Association’s fee ownership of Veterans Blvd. but HCP remains the fee title owner of the HCP Portion until the lot line adjustment is finalized. HCP and the Association are each a Party to this License to the extent either or both have an interest in the property that is the subject of this License. e. This License concerns and is limited to the portion of Veterans Boulevard within the area delineated by red dotting and labeled “Proposed Construction staging area” in the attached “Exhibit A” (“License Area”) attached hereto and incorporated herein.
2. Terms of License: This temporary License is granted to City and its contractors, agents, officers, and employees, and all persons acting on or purporting to act on their behalf
(collectively “Licensees”) for the exclusive use of the License Area for staging construction of the City’s Oyster Point Sanitary Sewer Reconstruction Project (the “Project”), SS2412, until Completion of the Project as that term is defined in Section 2(f) below, and is limited to the following:
a. Within the License Area, the existing southbound right turn lane on Veterans Boulevard (staging area) shall be fenced or barricaded for duration of the Project. b. The License Area may be used by Licensees for staging material and equipment, and for entry and exit from the License Area to the Project area, for the sole purpose of the construction of the Project.
c. The remaining southbound travel lanes on Veterans Boulevard within the License Area will serve as a right-turn only lane and a through/left turn lane for the duration of the Project.
d. The City shall require its contractor to provide a flagman on Veterans Blvd for the staging area during construction hours.
e. Construction of the Project may occur between the hours of 8:00 p.m. – 5:00 a.m. every day.
f. At Completion of the Project as defined in this subsection, and in exchange for the grant of License herein, the City will at its sole cost and expense repave the asphalt concrete and reinstall striping on Veterans Blvd. within the limits shown on Exhibit A and in accordance with the scope of work included in Exhibit A (the “Work”) . As used in this License, “Completion of the Project” means the City’s final acceptance of the Project).
g. At Completion of the Project, City shall repair any damage to the License Area caused by its construction staging under this License and shall restore the License Area to its condition prior to any construction staging pursuant to this License within a commercially reasonable timeframe.
h. Any and all Mechanic’s Liens filed on account of the Work performed by Licensees under this License shall be promptly cured by City’s payment thereof and the recording of applicable Release of Mechanic’s Liens, or City shall post statutory mechanic’s lien release bonds in lieu thereof within seven (7) days after the filing of each such Mechanic’s Lien.
i. The City shall not store or handle, or permit the Licensees to store or handle, hazardous materials at any time upon the HCP Property or the Association Property, including without limitation upon the License Area.
3. Term: Upon execution of a construction contract by the City for the City’s Project, the
City shall provide to Owners a Notice to Proceed with Entry on the License Area. The term of this License shall commence within 14 calendar days from the issuance of said Notice and shall expire following the Completion of the Project upon completion of all work required under Section 2(f) and Section 2(g) of this License (“License Term”).
The City anticipates that the Project will begin in June 2025 and will last nine (9) months, but not longer than twelve (12) months. The License Term may be extended if mutually agreed by both City and Owners. At the expiration of the License Term, all rights, obligations, and restrictions under this License shall terminate except the obligations and restrictions specified in Sections 2(f), 2(g), and 2(h) of this License.
4. Assumption of Risk and Releases: Each person entering upon the License Area under this License shall do so at its own risk. City assumes all risk of the Licensees entering the License Area and agrees that Owners are released and shall not be liable in any manner for injury to or death of the Licensees, or for damage to property of City arising from the Licensees’ entry onto the HCP Property or the Association Property, including without limitation onto the License Area, except for claims resulting from the gross negligence or willful misconduct of Owners.
5. Insurance: During the License Term, the City shall maintain or require its contractors for the Project to maintain General Liability Insurance for bodily injury, property damage, and personal injury. The policies shall be written on an occurrence basis with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate, and Worker's Compensation and Employer’s Liability Insurance as required by California law. The policies must be primary and non-contributory with a waiver of subrogation in favor of Owners. The insurance shall be extended to include Owners as additional insureds and the City shall provide a copy of the insurance certificate under its insurance or its contractor’s insurance to Owners.
6. Indemnification: City shall defend, indemnify and hold Owners harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages (collectively “Losses”) arising out of the conduct of Licensees in the performance of this License, except to the extent that such Losses are caused by the negligence or willful misconduct of Owners. .
7. No Dedication: Nothing contained in this License shall be deemed a gift or dedication of any portion of the License Area to or for the general public or for any public purpose whatsoever. This License shall be strictly limited to and for the purposes expressed within.
8. Rights Limited: This License shall not be construed to grant any real property or other rights to City in the License Area.
9. Entire Agreement: This License constitutes the entire agreement between Owners and City pertaining to Licensees’ entry upon and use of the License Area and supersedes all prior written or oral agreements.
10. Governing Law; Attorneys’ Fees: This License shall be construed and enforced in accordance with and governed by the laws of the State of California. In the event that either party institutes any action, suit or other dispute resolution proceeding based on this License against the other party, the prevailing party is entitled to receive all costs and expenses, associated therewith including but not limited to reasonable attorneys’ fees and court costs.
11. Maintenance: During the License Term, Owners shall have no obligation or responsibility to maintain or repair the License Area.
12. Revocation: This License may not be revoked within the License Term except by written agreement as provided in Section 13 of this License.
13. Amendment: This License may be amended, modified, or revoked by, and only by, a written agreement signed by HCP, Association, and City, and each of them.
14. Authority of Signatories: Each Party warrants and represents that its below signatory has authority to sign this License on its behalf and to bind such Party to this License. City warrants and represents that the City Manager has authority to enter into this License pursuant to the authority vested in the City Manager, without the necessity of a separate Resolution or Ordinance by the City Council.
15. Captions and Defined Terms: The captions preceding the text of each Section are included only for convenience of reference. Captions shall be disregarded in the construction and interpretation of this License. Capitalized terms are also selected only for convenience of reference and do not necessarily have any connection to the meaning that might otherwise be attached to such term in a context outside of this License.
IN WITNESS HEREOF, the parties have executed this License as of the last date written below.
City of South San Francisco
By:____________________________________ Date:____________________ Sharron Ranals, City Manager
Approved as to form:
______________________________________
City Attorney
Owner
HCP OYSTER POINT III, LLC
By:____________________________________
Its: ____________________________________
Date: __________________________________
Owner
OYSTER POINT OWNERS ASSOCIATION, INC.
By:____________________________________
Its: ____________________________________
Date: __________________________________
Proposed Construction
staging area
Project Summary:
Scope of Work: Reconstruct Sanitary Sewer Main on Oyster Point Blvd. from Gateway Blvd. to Gull Dr. , Asphalt Overlay of Eastbound Oyster Point Blvd.
Start of Construction: July/Aug 2025
Duration: 9 months +/-
Hours of Work: evening hours (8pm- 5am)
Proposed Construction Staging Area on Veterans Blvd southbound right turn lane Area to be fenced /barricaded for duration of project .
Area to be used for staging material and equipment.
Flagmen to be provided on Veterans Blvd during construction hours.
At completion of project, City will grind and overlay AC pavement, and reinstall striping on Veterans Blvd.
convert marking to a
right turn lane
Oyster Point Blvd Sanitary Sewer Reconstruction. Limit of AC Pavement Overlay (curb-to-curb)
at completion of
project.
EXHIBIT A