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HomeMy WebLinkAbout2007-07-10 - AGENDA REPORTS - GMS GVRANCH MAINT AGMT (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT: Agenda Item: CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by: July 10, 2007 MAINTENANCE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND GMS GOLDEN VALLEY RANCH, LLC, OF LANDSCAPE AREA WITHIN THE STATE HIGHWAY RIGHT-OF-WAY (STATE ROUTE 14 AT GOLDEN VALLEY ROAD) - APPROVAL OF AGREEMENT Public Works RECOMMENDED ACTION City Council approve the Maintenance Agreement for the landscaped area within the State Highway right-of-way; and authorize the City Manager or designee to execute the Agreement, subject to City Attorney approval. BACKGROUND Tentative Parcel Map No. 60337 (Golden Valley Ranch Commercial Center), being a resubdivision of Tract No. 52414-01, consisting of approximately 56.22 acres, located east of State Route 14 at Golden Valley Road, was approved by the City Council on May 11, 2004, and is owned by GMS Golden Valley Ranch, LLC, a Delaware Limited Liability Company. The Conditions of Approval require current and future property owners, through a master association, to be financially responsible for the maintenance of any required landscape areas, including landscaped slopes on the commercial parcels along State Route 14. The California Department of Transportation is requiring the City of Santa Clarita, rather than the Golden Valley Ranch Property Owners Association, to be responsible for the installation and maintenance of landscaping on those portions of the landscaped slopes that fall within the right-of-way of State Route 14. U1�R, MVE1 On January 10, 2006, the City Council approved and authorized the City Manager or designee to execute an "Agreement for Maintenance of Landscape Area within State Highway Right -of -Way," Permit No. 705-NLF-1833, Location 07 -LA -014-29.67 by and between the State of California and the City of Santa Clarita for maintenance of the landscaped area within State Highway right-of-way, subject to City Attorney approval. This Agreement between the City of Santa Clarita and GMS Golden Valley Ranch, LLC, documents GMS's acceptance of responsibility for the subject landscaped slopes. ALTERNATIVE ACTIONS Staff has not identified any alternative actions that would conform to requirements set forth in the approved Conditions of Approval for Tentative Tract Map No. 52414 and the laws of the State of California. FISCAL IMPACT The performance of this Maintenance Agreement will have minimal impact on the City's budget. The owner/developer, GMS Golden Valley Ranch, LLC, a Delaware Limited Liability Company, shall be financially responsible for: • The preparation, submittal, and approval of the plans to the Department of Transportation; • Encroachment permit fees to the Department of Transportation; • Construction of irrigation systems and planting of landscaping; and • The annexation of Parcel Map No. 60337 (Golden Valley Ranch Commercial Center) into Landscape Maintenance District responsible for maintenance of the slopes. ATTACHMENTS Maintenance Agreement Location Map MAINTENANCE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND GMS GOLDEN VALLEY RANCH, LLC, A DELAWARE LIMITED LIABILITY COMPANY Contract No. THIS MAINTENANCE AGREEMENT ("CITY Agreement') is made and entered into this _ day of . 200, by and between the CITY OF SANTA CLARITA, a General Law City and Municipal Corporation ("CITY'S and GMS GOLDEN VALLEY RANCH, LLC, a Delaware limited liability company, successor in interest to GMS REALTY, LLC, a Delaware limited liability company ("GMS'. The Parties agree as follows: 1. CONSIDERATION. A. On January 10, 2006 the City of Santa Clarita City Council approved and authorized the City Manager or designee to execute an "Agreement for Maintenance of Landscape Area within State Highway Right -of -Way," Permit No. 705-NLF-1833, Location: 07 -LA -014-29.67 ("STATE AGREEMENT') by and between the State of California ("STATE) and CITY for maintenance of landscape area within State Highway right-of-way, subject to City Attorney approval, copy of the STATE AGREEMENT is attached hereto as Exhibit A. B. GMS—per Master Case 03-347, Golden Valley Ranch Commercial Center Entitlements, Tentative Parcel Map 60337, Final Conditions of Approval, Approved by City Council on May 11, 2004—shall: 1) "Prior to the recordation of the final tract/parcel map and before issuance of permits, the property may be annexed into a Lan'ds'cape"Mili tenance District (LMD) for the maintenance of streetscapes and designated 'slopes within the project including the Caltrans slope; provided, however, any annexation into an LMD must be approved by GMS, which approval shall not be unreasonably withheld or delayed. The design of the landscaping must comply with all City design and maintenance standards. The applicant (GMS) must provide measures to mitigate any liability to the City for the LMD areas to the satisfaction of the Administrative Services Director for the Caltrans slope or any other areas" (Condition of Approval ASI); 2) "Prior to recordation of the map, a copy of the Operations and Easement Agreement ("OEA") must be provided for review. The OEA must state that certain portions of property within or adjacent to the project will be maintained by GMS or an LMD. In the event that the property is not annexed into the LMD or the LMD is dissolved or can no longer fund the maintenance or any other services the LMD is obligated to provide, the OEA shall specify that the property owners ("PROPERTY OWNERS') are responsible for the costs of any required maintenance or repairs" (Condition of Approval AS6); provided, however, the PROPERTY OWNERS shall have the right to designate one of the owners of the 42032\122947Ov5 n _ t; ; 0107(nn007 Property to be responsible for the obligations of PROPERTY OWNERS under this Agreement. The "costs of any required maintenance or repairs" shall include the financial responsibility for installing and maintaining State Highway improvements which shall include landscape (planting and irrigation) and maintenance along that portion of State Iiighway Route 14 freeway adjacent to Parcel Map No. 60337, as described in the attached STATE AGREEMENT. Notwithstanding anything contained above to the contrary, City hereby approves the OEA attached hereto as Exhibit B. C. This CITY AGREEMENT shall be executed by both GMS and CITY, prior to approval of Parcel Map No. 60337 by the City of Santa Clarita City Council. The OEA shall attach a copy of the exhibit (Landscape Architectural Plans — Caltrans Slope Areas) to the STATE AGREEMENT as an Exhibit to the OEA. The ORA shall include a provision that no amendment to the OEA which impacts, in any way, the rights and duties of the City under the STATE AGREEMENT shall be effective without the written consent of the City; D. GMS shall be designated as C'CONTRACTOR!) for this CITY AGREEMENT until full creation of PROPERTY OWNERS per the OEA; thereafter, PROPERTY OWNERS shall designate one or more of its owners as CONTRACTOR; E. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; F. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this CITY AGREEMENT; G. As additional consideration, CONTRACTOR shall fund one hundred percent (100%) of all design, capital outlay, maintenance, and staffing costs. 2. TERM. The term :of this'CITY AGREEMENT will be from June 1, 2007, and shall remain in full force in perpetuity. 3. SCOPE OF SERVICES. A. CONTRACTOR will solely perform and fulfill services listed in the attached STATE AGREEMENT. If the STATE modifies the scope of services in the STATE AGREEMENT, then the CONTRACTOR agrees to perform the scope of services as modified upon receipt of written notice to the CONTRACTOR by the CITY and the CONTRACTOR fiuther agrees to execute an amendment to this CITY AGREEMENT confirming CONTRACTOR's obligation to perform those services as modified. Any modification to the STATE AGREEMENT by STATE and City shall require the written approval of CONTRACTOR, which approval shall not be unreasonably withheld or delayed. B. CONTRACTOR will, in a workmanlike manner, fiunish all of the labor, technical, administrative, professional and other personnel, all supplies and 42032%122947Ov5 -2- anro70n007 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 and provide the professional services required of CONTRACTOR by this CITY AGREEMENT. 4. PREVAILING WAGES.. If required., by applicable state law including, without limitation Labor Code §§ 1720 (aq amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, CONTRACTOR must pay its,workers prevailing wages. It is CONTRACTOR's responsibility to interpret and implement any prevailing wage requirements and CONTRACTOR agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY's Engineering Division or the website for State of California Prevailing wage determination at hM:/Iwww.dir.ca. gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site. 5. FAMMIARITY WITH WORK A. By executing this CITY AGREEMENT, CONTRACTOR represents that CONTRACTOR has i. Thoroughly ' investigated and considered the scope of services to be performed; U. Carefully considered how the services should be performed; and iii. Understands the ? €,acilities, difficulties, and restrictions attending performance of the services under this CITY AGREEMENT. B. If services involve work upon ,any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONTRACTOR discover any latent or unknown conditions that may materially affect the performance of the services, CONTRACTOR will immediately inform CITY of such fact and will not proceed except at CONTRACTOR's own risk until written instructions are received from CITY. 6. INSURANCE. A. Before commencing performance under this CITY AGREEMENT, and at all other times this CITY AGREEMENT is effective, CONTRACTOR 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: $1,000,000 42032\1229470v5 3 - 6/7/076/72007 Business automobile liability $1,000,000 Workers compensation Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. 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. Automobile coveragewill be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). D. CONTRACTOR will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this CITY AGREEMENT, endorsements as required herein, 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." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. E. Should CONTRACTOR,' for any reason, fail to obtain and maintain the insurance required by this CITY AGREEMENT, CITY may obtain such coverage at CONTRACTOR's expense and deduct the cost of such insurance from payments due to CONTRACTOR under this CITY AGREEMENT or terminate. 7. TOM FOR PERFORMANCE. CONTRACTOR will not perform any work under this CITY AGREEMENT until' A. CONTRACTOR famishes proof of insurance as required under Section 6 of this CITY AGREEMENT; and B. CITY gives CONTRACTOR a written Notice to Proceed. C. Should CONTRACTOR begin work in advance of receiving written authorization to proceed, any such professional services are at CONTRACTOR's own risk. 8. INDEMNIFICATION. CONTRACTOR agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, ;or liability, arising out of the performance of this C1TY 42032\122947ov5 _ q . 01075nn007 AGREEMENT by CONTRACTOR Should'CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONTRACTOR of services rendered pursuant to this C17Y AGREEMENT, CONTRACTOR will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise; provided, however, such indemnity shall not cover acts or omissions resulting from the negligence or willful misconduct of CITY. 9. NOTICES. A. All notices given or required to be given pursuant to this CITY AGREEMENT will be in writing and -may.be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: City of Santa Clarita 23920 Valencia Blvd, Santa Clarita, CA 91355 To CONTRACTOR: GMS, LLC 5973 Avenida Encinas, Ste. 300 Carlsbad, CA 92008 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. 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. D. GMS agrees to give prompt notice to the City of the creation of the PROPERTY OWNERS and the name and address of the PROPERTY OWNERS. 10. TAXPAYER IDENTMCATIOWN11MBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number, 11. WAIVER A waiver by CITY of any breach of any tern, covenant, or condition contained in this CITY AGREEMENT will not be deemed to be a waiver of any subsequent breach of the same or any other terra, covenant, or condition contained in this CITY AGREEMENT, whether of the same or different character. 12. CONSTRUCTION. The language of each part of this CITY AGREEMENT will be construed simply and according to its fair meaning, and this CITY AGREEMENT will never be construed either for or against either party. 13. SEVERABLE. If any portion of this CITY AGREEMENT is declared by a court of competent jurisdiction to be :invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion 42032\122947ov5 - $ - &7/0767=7 enforceable and, as so modified, such portion and the balance of this CITY AGREEMENT will continue in full force and effect. 14. CAPTIONS. The captions of the paragraphs of this CITY AGREEMENT are for convenience of reference only and will not affect the interpretation of this CITY AGREEMENT. 15. WAIVER. Waiver of any provision of this CITY AGREEMENT will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver. 16. INTERPRETATION. This CITY AGREEMENT was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this CITY AGREEMENT will be in Los Angeles County. 17. AUTHORITY/MODIFICATION. This CITY AGREEMENT may be subject to and conditioned upon approval and ratification by the CITY. This CITY AGREEMENT is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action ,has been taken by the Parties to authorize the undersigned to execute this CITY AGREEMENT and to engage in the actions described herein. This CITY AGREEMENT may be modified by written agreement. CITY's city manager may execute any such amendment on behalf of CITY. 18. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this CITY AGREEMENT, agreements ancillary to this CITY AGREEMENT, and related documents to be entered into in connection with this CITY AGREEMENT will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 19. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this CITY AGREEMENT, its attachments, the purchase order, or notice to proceed, the provisions of this CITY AGREEMENT will govern and control. 20. CAPTIONS. The captions of the paragraphs of this CITY AGREEMENT are for convenience of reference only and will not affect the interpretation of this CITY AGREEMENT. 21. FORCE MAJEURE. Should performance of this CITY AGREEMENT be prevented due to fire, flood, explosionT° war, 'terrorist act, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other. 22. ENTIRE AGREEMENT. This CITY AGREEMENT and its one attachment constitutes the sole • agreement between CONTRACTOR and CITY respecting landscape maintenance. To the extent that there are additional terns and conditions contained in the attached STATE AGREEMENT that are not in conflict with this CITY AGREEMENT, 42032\1229470v5 -6- 617/07617/2007 those terms are incorporated as if fully set forth above. There are no other understandings, terms, or other agreements expressed or implied, oral or written. 23. CONFLICT OR INTEREST. CONTRACTOR will comply with all conflict of interest laws and regulations including, without ' limitation, CITY's conflict of interest regulations. 24. SUCCESSORS. This CHY AGREEMENT shall be binding upon all successors, heirs, and assigns of the CITY and/or CONTRACTOR. 25. ASSIGNMENT. Any assignment of this CITY AGREEMENT by the CONTRACTOR to any other person or entity shall be null and void unless and until the CITY has approved in writing to such assignment, which approval shall not be unreasonably withheld or delayed. (Signatures on Next Page) 420321122947DYS - 7 - 66/076/7/1007 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. FOR CONTRACTOR: GMS GOLDEN VALLEY RANCH, LLC: By: GMS Realty, �imited liability company, its sole member Its: Date: JyA f. 1 jowl FOR CITY OF SANTA CLARITA: KENNETH R. PULSKAMP, C1TY MANAGER By: Assistant City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: BRIAN A. PIERIK, CITY ATTORNEY By: Brian A. Pierik Date: 42032\12294704 .8- 6n1076171=7 EXHIBIT A STATE AGREEMENT {see attached} 42032\1229470v5 5dibit A — Page 1 6/7/07 ST,=OP CALUMUA-BUSMSS AND MLOWMATM ABENCY DEPARThMNT OF TRANSPORTATION 'DIST&IC1' 7,100 SOUTH MAW STRWr, 2�08 LAS ANOffi,aS, CA 90012 Permit No. 703-NLF-1833 .Location: 07 -LA -014-29.67 This Agreement is made and executed effective this32 Lday of November, 2005 by and between the State of California, acting by and through the Department of Transportation, District 7, Iocated at 100 South Main Street, Los Angeles, California 90012, hereinafter referred to as "STATE", and City of Santa Clarita, located at 23920 Valencia Boulevard, Santa Clarita, California 913559 hereinafter referred to as "PERBUITEE". A RECITALS: The parties desire to provide that PERIVDTTEE may install and maintain State ffighway improvements which shall include landscape (planting and irrigation) and maintenance ' along Route 14 freeway at Golden Valley Road in City of Santa Clarita, referred to herein as `TR03ECT', as are shown on the attached Exhibit. PMUM TM is willing to fiord one hundred (1001/0) of all design, capital outlay, maintenance, and staffing costs. In consideration of the mutual covenants and premises herein contained, PERMITTEE egreps as follows: 1. PERMIT' M will submit plans, prepared and signed by a licensed Landscape Architect to the Office of Permits for review and approval and will obtain all necessary encroachment permits prior to the start of any work within STATE' S right of way, 2. After installation of project and to the satiMction of STATE, PERNIl MM shall apply for an annual maintenance permit (MM) in accordance with STATE'S standard permit procedures. PERMITTEE shall obtain aforesaid encroachment permit through the Caltraas, District 70 Office of Permits at (213) 897-3631. 3. PEPWTTBE may contract with others to install, and thereafter to maintain the PROJECT per Section 6. • A separate encroachment permit is required for any sponsored third party which shall be issued at no cost. In addition, a letter is required from PERNUTTEE stating that authorization has been granted to a third party to perform such maintenance work. It is understood that terms and conditions of this agreement, or any SrA7zoFCAIII0P1,aA-1BU$a SAND11tAN8 OUATMNAGMW ARN= sCBwARzmMG 34Gaw nor DEPARTMENT OF TRANSPORTATION DwrR=7.100 sDVrRMADI STRM,1= IL c IAS ANQF.= CA 90012 interest herein, or any portion'hdreo4 with exception to Section 7 shall not t assigned or delegated to third parties. 4. Damage to PROJECT remiting' from''iiccident, storm, neglect or other causes beyond the control of the STATE are the responsibility of the PERMMMM- 5. STATE will maintain all highway signs, paved drainage strictures, and other non- landscape onlandscape highway appurtenance with exception to those items listed in Section W, Recitals and as shown on the attached Exbrbik 6. Ia edditioa to designing and ksWft these permitted landscape items, PER1iMMM agrees to: a) Provide and maintain all water and irrigation systems including utility costs for Project. Irrigation system will be maintained and operated to avoid slope damage, excessive water flooding, or spraying onto the pavement. b) Replace unhealthy or dead plantings as they are observed c) lip entire PROJECT free of litter, debris and deleterious material. d) Control rodents sad pests. e) Control weed growth before weeds v=e d 6 inches in length. Any weed control performed by chemical weed sprays gwticides) shall comply with all laws, tints, and regulations established by the California• Department of Food and Agriculture. J) Maintain the landscaping, paving or other unplanted arras along the roadside within the limits of the;Prgje� .: ,exclusive of paved drainage facilities, so as not to obstruct the flow of water. g) Maintain all plantings shall be maintained in such condition that they do not interfere with the free Sow oftraffic., includes the maintenance of adequate ai& distances and visibility of signs, signals, and pedestrians. h) Prune shrubs and tree plantings necessaryto control V&MeOUS growth. Trees shall be pruned using the highest professionally accepted standards in a manner that will encourage good development while preserving their health structure, and natural appearance. Tree or shrub pruning for sign or building visibility is not pminitted. 1) Maintain sidewalks in a safe and barrier -free condition. j) Adequately water and fertilize all plantings to maintain a healthy growth. Plants shall be fertilized 3 times a year. 7. It is understood that for any reason PERMITTEE decides not to renew its, maintenance permit required herein, or if the planting is not maintained to the minimum standards specified herein, STATE shall provide PERMTTEE with a written notice. PERM ME shall respond within thirty (30) days of receipt of said notice. Said response shall descabe the action to be taken by PERMIT'1'F,E to bring.the affected areas back into r BTA= of CAUpoM A-8US=S AND TRMM108TATMK Aa=Y ASNOW BMMA8ZSN GGM G0"mcr D$PARTMENT OF TRANSPORTATION DWTIa=7,10D SCUM MAIN BTRW, 2'® S Los ANGMXs, CA, 90022 compliance. In the event PIItMTEE 'does rot provide such response and take any action, this AGREBMT'will be terminated. PERMTEE will reimburse STATE, on presentation of a bill, for all costs incurred by STATE forces or a STATE contractor to maintain or remove the PROJECT and to pave over or otherwise restore the area to a condition satisfactory with STATE. 8. All work performed for or by PERMTEE within the PROJECT will be done at no cost to the STATE. 9. Various future STATE projects may be implemented which will require removal and/or modification to all or a portion of PROJECT. Any replacement landscaping including irrigation facilities may be STATE'S responsibility. Upon completion ofwork, which affects the limits of maintenance, a revised Exhibit will be prepared and delivered to PE NffrIW S for review. Exhibit will supersede the original limits shown on the original permit plans. 11. Changes to PROTECT affecting public safety or public convenience, all design and specification changes and all major changes including removal, severe pruning (topping), or addition of either planting or irrigation shall be approved by STATE in advance of performing work Unless otherwise directed by STATE'S representative, changes authorized will require an encroachment permit. Fail= to notify STATE of such changes shall result in the immediate #cen2oyal of PROJECT or portions of PROJECT at PERM17TEWS expense. WIER 4�._c' Vi_MI 1. Nothing in this provision of this A rC'REM ENT is intended to create duties or obligations to or rights in tbird parties not parties to this agreement, or affects the legal liability of either party by imposing any standard of care respecting the design, construction, and maintenance of STATE highway right of way different from the standard of care imposed by law. Z. W4 understood and agreed that neither STATE, nor anry officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by PERMITTEE under or in connection with any work performed by pERMTTEE under this agreement. It is further understood and agreed that, pursuant to Government Code Section 895.4, PERMITTEE shall defend,indemnify and hold harmless the STATE, and an of its officers and employees from all claims, suits, or actions of every as=, kind and description brouglrt for or on account of injuries to or death of say person or damage to property resulting from anything done or omitted to be done by PERMITTEE under or in connection with any work performed by PERF rrM under this agreement. H i 0FCAMU*U-BWMSS ANDMUWP=AnMA== DIZPARn=NT OF TRANSPORTATION ,_. ., .Axamss, CA 9DO12 3. PERNIITTEE waives any and all rights to any type of express, implied and comparative indemnity against STATE, its officers and employees arising from any work performed by PERMITTEE under this agreement. 4. Upon termination of this agreement, ownership and We to all materials, equipment and appurtenances installed inside STATE'S figbt.of way will automatically be vested in STATE. Those materials and equipment installed outside of the STATl3'S right of way will automatically and immediately be vested in PBRNIlTTfiE and no Suther agreement will be necessary to transfer ownership. D. TEM QF-AGREMMM This AGRBENIWT shall become effective upon execution and shall remain in full force in perpetuity until terminated. Failure to comply with Provisions set forth in Section B. Article 7 would be grounds for Notice of Termination by STATE. IN VaTNESS VME REOF, the parties have executed this AGIREENl NT in duplicate as of the day and year stated above. STATE OFCAUFORAM jYgrrature: ••• PrimNcrme: FSA PUFN Phone: 013)897-6381 Date: A I �YlIMy 1•[�If YVM/�f.Y9YYY11 YYfq�[AV1O gIWWN�1\SMI[ �O �V �� �•Q ASS." IRRIVAAY -AM" � r � � la `fi pp77aa99p ppp Y 1 CL w LON JU/ ¢ Go _7 [� p W � F.[A. 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