HomeMy WebLinkAbout2008-02-26 - AGENDA REPORTS - SOLEDAD PENLON SEWER AGMT (2)Agenda Item:
CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR City Manager Approval:
Item to be presented by: Damon Letz
DATE: February 26, 2008
SUBJECT: LICENSE AGREEMENT BETWEEN THE LOS ANGELES
COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
AND THE CITY OF SANTA CLARITA FOR THE
CONSTRUCTION, OPERATION, AND MAINTENANCE OF AN
8 -INCH UNDERGROUND SEWER LINE (SOLEDAD CANYON
ROAD AT PENLON COURT) - APPROVAL OF AGREEMENT
DEPARTMENT: Public Works
RECOMMENDED ACTION
City Council approve the License Agreement (Agreement) for the construction, operation, and
maintenance of an 8 -inch underground sewer line, and authorize the City Manager or designee to
execute the Agreement, subject to City Attorney approval.
BACKGROUND
Tentative Tract Map 62343 (Soledad Circle Estates), consisting of approximately 19.53 acres,
located southwest of the Santa Clara River and Soledad Canyon Road between Langside Avenue
and Camp Plenty Road, bounded on the north by the Metropolitan Transportation Authority
(MTA) railway, was approved by City Council on June 28, 2005, and is owned by Soledad
Canyon ARI, LLC (owners).
The development of Tentative Tract Map 62343 (Soledad Circle Estates) requires that an 8 -inch
underground sewer line cross the MTA property located on the valley subdivision line
right-of-way at approximately Southern California Regional Rail Authority (SCRAA) mile post
36.90 in the City of Santa Clarita.
The owners are responsible to construct and install the 8 -inch underground sewer line within a
24 -inch steel casing under the MTA right-of-way, with approvals from MTA and the City. Per
Item 1 (Grant of License/Term), Part II — General License Provisions, the Agreement allows for
construction, installation, operation, alteration, maintenance, reconstruction, and/or removal of
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said line, together with the rights for access and entry onto the property as necessary or
convenient for use of the line; and also allows the City to sublease said rights to the County of
Los Angeles Sanitation District for maintenance.
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 62343 and the laws of the State of
California.
FISCAL IMPACT
The performance of this License Agreement will have minimal impact on the City's budget; per
Item 5 of the Basic License Provisions, no fees are being charged by MTA to the City.
ATTACHMENTS
Exhibit Map
License Agreement
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File: RVAL008752
LICENSE AGREEMENT
BETWEEN
LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION AUTHORITY
AND
CITY OF SANTA CLARITA
MTA ORIGINAL
File:RVAL008752
LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and entered into as
of , •2007, by and between the LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION AUTHORITY, a public agency existing
under the authority of the laws of the State of California ("MTA"), and CITY OF
SANTA CLARITA, a municipality, ("LICENSEE"), upon and in consideration of the
agreements, covenants, terms and conditions .below:
PART
BASIC LICENSE PROVISIONS
1. Description of License Property:
The License Property consists of an underground crossing of MTA property located on
the Valley Subdivision Line Right of Way at approximately SCRRA Mile Post 36.90 in
the City of Santa Clarita, County of Los Angeles, and State of California and is more
graphically shown on the attached Exhibit "A-1" along with Exhibit "A-2". (§ 1.1)
i
2. Use of License Property:
Construction, operation and maintenance of an 8 -inch underground sewer line.(§ 1.1, § 10)
3. Commencement Date:
November 1, 2007 '
4. Term (circle one):
(§ 1.2)
A. Month-to-month
B. Perpetual, unless canceled by MTA as provided in Part II, Section 1.2
Term of A14reement, on six (6) months' prior written notice, or as set
forth in Part II, Section 24.15 .Relocation for Public Project. (§ 1.2)
5. License Fees: NO CHARGE
A. Base License Fee:
$ per year, payable (circle one):
a. Annually in advance
b: Monthly in advance (§2.1)
B. Additional License Fee:
a. One time fee: $ - 0 -
b. Other fees: $ - 0 — (§ 2.1)
RVAL008752 City of Santa Clarita BS
C. License Fee Adjustment Dates (circle, if applicable)
a. Annually based on CPI
b. At intervals of not less than three (3) years based on current
fair market rent (§ 2.2)
6. Insurance Amount (See Exhibit "B") 16)
7. MTA's Address:
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza - 13th Floor
Los Angeles, CA 90012-2952
Attn: Deputy Executive Officer, Real Estate (§24.1)
8. Licensee's Address:
City of Santa Clarita (§24.1)
23920 W. Valencia Blvd.
Santa Clarita, CA 91355
Attn: Robert Newman
661.255.2942
With Copy to: With Copy to:
Soledad Canyon ARI, LLC Southern Calif. Regional Rail Authority
16661 Ventura Blvd., Suite 712 700 South Flower Street, Suite 2600
Encino, CA 91436 Los Angeles, California 90017-4101
Attn: Rod Oshita, or Jason Kamm Attn: Manager of Public Projects
818.325.8840 213.452.0352
I
9. Facility:
One (1) eight inch (8") clay sewer pipeline installed in a twenty four inch (24") steel
casing under MTAs Right -of -Way.
The foregoing Basic License Provisions and the General License Provisions set forth in attached
Part H are incorporated into and made part of this Agreement.
RVAL008752 City of Santa Clarita BS
SewerL-ine-Lricense-Agreement-10i 007
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
MTA:
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
By: r
Name: Velma C. Marshall
Title: Deputy Executive Officer, Real Estate
LICENSEE:
CITY OF SANTA CLARITA
By:
Name: Robert Newman
Title: Director of Transportation
and Engineering Services Department
RVAL008752 City of Santa Clarita BS
Sewer-L-int-L-icense-Agreement-101007
INDEX TO LICENSE AGREEMENT - PART II
Section Page
1. GRANT OF LICENSE/TERM..................................................................................................................................1
2. PAYMENTS.............................................................................................................................................................1
3, TAXES................................................................:.................................................................................................... 2
4. CONSTRUCTION....................................................................................................................................................2
5. CONTRACTORS; APPROVAL AND INSURANCE.:........................................................................................... 2
6. REIMBURSEMENT................................................................................................................................................. 3
7. LIENS........................................................................................................................................................................ 3
8. MAINTENANCE AND REPAIR............................................................................................................................. 3
9. LANDSCAPING.......................................................................................................................................................3
10. USE......................................................................................................................................................................... 3
11. ABANDONMENT.................................................................................................................................................. 3
12. BREACH........:........................................................................................................................................................4
13. SURRENDER......................................................................................................................................................... 4
14. INDEMNIFICATION.:........................................................................................................................................... 4
15. ASSUMPTION OF RISK AND WAIVER.............................................................................................................4
16. INSURANCE.......................................................................................................................................................... 5
17. TESTS AND INSPECTIONS................................................................................................................................. 5
18. HAZARDOUS/TOXIC MATERIALS USE AND INDEMNITY.......................................................................... 5
19. UNDERGROUND STORAGE TANKS.................................................................................................................6
20. SUBORDINATE RIGHTS..................................................................................................................................... 6
21. COMPLIANCE WITH LAWS............................................................................................................................... 6
22. CONDEMNATION.................................................... .......................................................................... :................. 6
23. MARKERS.............................................................................................................................................................. 6
24. GENERAL PROVISIONS ...............................:.......... ...................... 7
Exhibits:
"A" License Property & Easement Plat
"B" Insurance Requirements
"C" Permitted Hazardous Materials
"D-1" MTA Additional Provisions
"D-2" SCRRA Additional Provisions
RVAL008752 City of Santa Clarify BS
-- Sewer -Line -License Agreement -101009
1V
PART II - GENERAL LICENSE PROVISIONS
GRANT OF LICENSEITERM
1.1 Grant of License. MTA hereby grants a non-exclusive license to Licensee, in, on,
over, under, across and along the real property of MTA in the location shown on the diagram attached hereto as Exhibit A
and described in item 1 of the Basic License Provisions (the "License Pro -pert '), for construction, installation, operation,
alteration, maintenance, reconstruction and/or removal of the Facility described in Item 9 of the Basic License Provisions,
and any unusual, necessary and related appurtenances thereto (the "Facilit '), for the purposes described in Item 2 of the
Basic License Provisions, together with the rights for access and entry onto the License Property as necessary or
convenient for the use of the facility. Licensee may sublicense the uses within the facilities described in Basic License
Provisions to Sublicensees, subject to all of the terms of this License. In connection with this grant of license, Licensee,
its employees, agents customers, visitors, invitees, licensees, contractors and sublicensees collectively, "Licensee's
Parties") subject to the provisions hereof, may have reasonable rights of entry and access onto adjoining real property of
MTA if necessary for the use of the Facility or the License Property, with the time and manner of such entry and access to
be subject to MTA's prior written approval. The License Property, adjoining real property of MTA and personal property
of MTA located thereon shall hereinafter collectively be referred to as "MTA Property".
1.2 Term of Agreement. The term of this Agreement shall commence on the
"Commencement Date" specified in Item 3 of the Basic License Provisions. Unless a specific term of this Agreement is
filled in at Item 43 of the Basic License Provisions, or if Item 4.A is circled, this Agreement shall continue in full force
and effect on a month-to-month basis as provided in Item 4.A of the Basic License Provisions until terminated by either
party on. thirty (30) days' prior written notice. If Item 4.13 of the Basic License Provisions is filled in, then this Agreement
shall be a license for the term specified in said Item 4.13; provided, however, that MTA shall have the right to terminate
this Agreement prior to the date specified in Item 43 by delivering six (6) months' prior written notice to Licensee,
provided that MTA, in its sole, reasonable judgment, determines that it then may require possession of the License
Property for its primary, transportation -related purposes. The term of this Agreement as provided above is referred to as
the "Term".
1.3 Condition of License Property. Licensee acknowledges that it has inspected and
accepts the License Property in its present condition as suitable for the use for which this,Agreement is granted. Execution
of this Agreement by Licensee shall be conclusive to establish that the License Property is in good and satisfactory
condition as of the Commencement Date.
2. PAYMENTS
2.1 License Fee. As consideration for the rights herein granted, Licensee agrees to pay
to MTA the amount per month specified in Item 5 of the Basic License Provisions, as such amount may be adjusted as set
forth in Section 2.2. If Item S.B.a of the Basic License Provisions is circled, the one time fee noted therein shall be due
and payable upon execution of this Agreement. If Item S.B.b of the Basic License Provisions is circled, the fee noted
therein shall be due and payable as indicated in that item. If Item S.A.a of the Basic License Provisions is circled, an
amount equal to twelve (12) times the Base License Fee, as such fee maybe adjusted pursuant to the provisions of
Section 2.2, shall be due and payable, without demand, annually in advance for the convenience of both parties, without
affecting the Term of this Agreement as specified in Section 1.2. If Item S.A.b of the Basic.License Provisions is circled,
the first month's Base License Fee noted therein shall be due and payable upon execution of this Agreement. Thereafter,
the Base License Fee, as such fee may be adjusted pursuant to the provisions of Section 2.2, shall be due and payable,
without demand, on or before the first day of each calendar month succeeding the Commencement Date during the Term,
except that the Base License Fee for any fractional calendar month at the commencement or end of the Term shall be
prorated on a daily basis.
2.2 License Fee Adiustment.
2.2.1 Annual CPT Adjustment.. If Item S.C.a of the Basic Lease Provisions is
circled, then the Base License Fee shall be increased, but not decreased, as provided below on the first day of each month
during which an annual anniversary of the Commencement Date occurs unless another date(s) is provided in Item 5 of the
Basic License Provisions (the "Adjustment Date"). The adjusted Base License Fee as of each Adjustment Date shall be
the greater of the Base License Fee on the day preceding that Adjustment Date or that amount multiplied by a fraction, the
numerator of which is the CPI figure for the third month preceding the month during which the particular Adjustment Date
occurs and the denominator of which is the CPI figure for the month that is three (3) months prior to the month containing
the prior Adjustment Date or, if none, the Commencement Date. As used in this section, the "CPI" means the Consumer
Price Index for Urban Wage Earners and Clerical Workers, Los Angeles/Riverside/Orange County, all items (1982-84 =
100), published by the U.S. Department of Labor, Bureau of Labor Statistics, or if such index is no longer published, the
U.S. Department of Labor's most comprehensive official index then in use that most nearly corresponds to the index
named above. If it is calculated from a base different from the base period 1982-84 = 100, figures used for calculating the
RVALOOB7S2-City_of—Santa.Clarila 1 M
Sewer Line License Agreement 101007
adjustment shall first be converted to the base period used under a formula supplied by the Bureau. If a comparable index
shall no longer be published by the U.S. Department of Labor, another index generally recognized as authoritative shall be
substituted by MTA.
2.2.2 ' Fair Market Adjustment. If Item 5.C.b of the Basic Lease Provisions is
circled, then, at intervals of not less than three (3) years, the Base License Fee (as such fee may be adjusted by
Section 2.2.1, above) payable under this Section 2 shall be increased, but not decreased, in order to adjust the fee to the
then fair market rental value of the License Property as determined by MTA in good faith. Such increases shall be
effective on an anniversary date of the Commencement Date. MTA shall give Licensee written notice of the date and
amount of any such adjustment not less than thirty (30) days prior to the applicable anniversary date. If no adjustment is
made on the third anniversary of the Commencement Date, an adjustment may nevertheless be made on a subsequent date
and thereafter at intervals of not less than three (3) years apart,
2.3 Late Charge. Licensee acknowledges that late payment by Licensee of any payment
owed to MTA under this Agreement will cause MTA to incur costs not contemplated by this' Agreement, the exact amount
of such costs being extremely difficult and impracticable to fix. Therefore, if any payment due from Licensee is not
received by MTA within five (5) days of when due, Licensee shall pay to MTA an additional sum of ten percent (10%) of
the overdue payment as a late charge, up to a maximum amount of $500 for each late payment. The parties agree that this
late charge represents a fair and reasonable estimate of the administrative costs that MTA will incur by reason of a late
payment by Licensee. Acceptance of any late payment charge shall not constitute a waiver of Licensee's default with
respect to the overdue payment, nor prevent MTA from exercising any of the other rights and remedies available to MTA
under this Agreement, at law or in equity, including, but not limited to, the interest charge imposed pursuant to
Section 24.5.
3. TAXES
Licensee shall be liable for and agrees to pay promptly and prior to delinquency, any tax or
assessment, including but not limited to any possessory interest tax, levied by any governmental authority, (a) against the
Facility, the License Property and/or any personal property, fixtures or equipment of Licensee used in connection
therewith or (b) as a result of the Facility's operations.
4. CONSTRUCTION
Any work performed or caused to be performed by Licensee on the Facility or the License
Property shall be performed (a) at Licensee's sole cost and expense; (b) in accordance with any and all applicable laws,
rules and regulations (including the MTA's rules and regulations), and (c) in a manner which is (i) equal to or greater than
the then applicable standards of the industry for such work, and (ii) satisfactory to MTA. Prior to commencement of any
construction, reconstruction, installation, restoration, alteration, repair, replacement or removal (other than normal
maintenance) (hereinafter, "Work") on the License Property, Licensee shall submit work plans to MTA for review and
approval. Any such Work must be carried out pursuant to work plans approved in writing by MTA. In addition, Licensee
shall provide MTA with at least 10 calendar days' written notice prior to commencement of any Work on the License
Property or the Facility, except in cases of emergency, in which event'Licensee shall notify MTA's representative
personally or by phone prior to commencing any Work. Unless otherwise requested by MTA, upon completion of any
Work, Licensee shall restore the MTA Property to its condition immediately preceding the commencement of such Work.
5. CONTRACTORS; APPROVAL AND INSURANCE
Any contractors of Licensee performing Work on the Facility or the License Property shall
first be approved in writing by MTA. With respect to such Work, Licensee shall, at its sole cost and expense, obtain and
maintain in full force and effect throughout the term of such Work, insurance, as required by MTA, in the amounts and
coverages specified on, and issued by insurance companies as described on, Exhibit "B". Additionally, Licensee shall
cause any and all of its contractors and subcontractors which may (i) be involved with such Work, or (ii) may, for any
reason, need to enter onto the License Property to obtain and maintain in full force and effect during the Term of this
Agreement, or throughout the term of such Work (as applicable), insurance, as required by MTA, in the amounts and
coverages specified on, and issued by insurance companies as described on, Exhibit "B". . MTA reserves the right,
throughout the Term of this Agreement, to review and change the amount and type of`nsurance coverage it requires in
connection with this Agreement or the Work to be performed on the License Property. .
u V.ALOO8752City_of—Santa-Clarita— 2 BS
Sewer Line License Agreement 101007
6. REIMBURSEMENT
Licensee agrees to reimburse MTA for all reasonable costs and expenses incurred by MTA in
connection with Work on or maintenance of the License Property or the Facility, including, but not limited to, costs
incurred by MTA in furnishing any materials or performing any labor, reviewing Licensee's Work plans and/or inspecting
any Work, installing or removing protection beneath or along MTA's tracks, furnishing of watchmen, flagmen and
inspectors as MTA deems necessary and such other items or acts as MTA in its sole' discretion deems necessary to monitor
or aid in compliance with this Agreement.
7. LIENS
Licensee will fully and promptly pay for all materials joined or affixed to the Facility or MTA
Property, and fully and promptly pay all persons who perform labor upon said Facility or MTA Property. Licensee shall
not suffer or permit to be filed or enforced against the MTA Property or the Facility, or any part thereof, any mechanics',
materialmen's, contractors', or subcontractors' liens or stop notices arising from, or any claim for damage growing out of,
any testing, investigation, maintenance or Work, or out of any other claim or demand of any kind., Licensee shall payor
cause to be paid all such liens, claims or demands, including sums due with respect to stop notices, together with attorney's
fees incurred by MTA with respect thereto, within ten (10) business days after notice thereof and shall indemnify, hold
harmless and' defend MTA from all obligations and claims made against MTA for the above described work, including
attorney's fees. Licensee shall furnish evidence of payment upon request of MTA. Licensee may contest any lien, claim
or demand by furnishing a statutory lien bond or equivalent with respect to stop notices to MTA in compliance with
applicable California law. If Licensee does not discharge any mechanic's lien or stop notice for works performed for
Licensee, MTA shall have the right to discharge same (including by paying the claimant) and Licensee shall reimburse
MTA for the cost of such discharge within ten (10) business days after billing. MTA reserves the right at any time to post
and maintain on the MTA Property such notices as may be necessary to protect MTA against liability for all such liens and
claims. The provisions of this section shall survive the termination of this Agreement.
8. MAINTENANCE AND REPAIR
Licensee, at Licensee's sole expense, shall maintain the License Property and the Facility in a
first-class condition during the Term of this Agreement and shall perform all maintenance and clean-up of the License
Property and the Facility as necessary to keep the License Property and the Facility in good order and condition, to MTA's
satisfaction. If any portion of the MTA Property, including improvements or fixtures, suffers damage by reason of the
access to or use of the License Property, by Licensee, Licensee's Parties or by Licensee's partners, officers or directors,
including but not limited to damage arising from any tests or investigations conducted upon the License Property,
Licensee shall, at its own cost and expense, immediately repair all such damage and restore the MTA Property to as good a
condition as before such cause of damage occurred. Repair of damage shall include, without limitation, regrading and
resurfacing of any holes, ditches, indentations, mounds or other inclines created by any excavation by Licensee or
Licensee's Parties.
9. LANDSCAPING
If required by MTA, then Licensee, at its sole cost and expense, shall install barrier
landscaping to shield the Facility from public view. MTA shall have the right to review and approve landscaping plans
prior to installation. All landscaping work shall be done in accordance with the provisions of Section 4 above.
10. USE
The License Property and the Facility shall be used only for the purposes specified in Item 2
of the Basic License Provisions and for such lawful purposes as may be directly incidental thereto. No change shall be
made by Licensee in the use of the License Property, the Facility or the commodity or product being conveyed through the
Facility (if any) without MTA's prior written approval.
11. ABANDONMENT
Should Licensee at anytime abandon the use of the Facility or the License Property, or any
part thereof, or fail at any time for a continuous period of ninety (90) days to use the same for the purposes contemplated
herein, then this Agreement shall terminate to the extent of the portion so abandoned or discontinued, and in addition to
any other rights or remedies, MTA shall immediately be entitled to exclusive possession and ownership of the portion so
abandoned or discontinued, without the encumbrance of this Agreement.
Sewer Line License Agreement 101007
12. BREACH
Should Licensee breach, or fail to keep, observe or perform any agreement, covenant, term or
condition on its part herein contained, then, in addition to any other available rights and remedies, MTA at its option may:
(a) perform any necessary or appropriate corrective work at Licensee's expense, which
Licensee agrees to pay to MTA upon demand, or
(b) with or without written notice or demand, immediately terminate this Agreement and
at any time thereafter, recover possession of the License Property or any part thereof, and expel and remove therefrom
Licensee and any other person occupying the License Property by lawful means, and again repossess and enjoy the
License Property, and the Facility, without prejudice to any of the remedies that MTA may have under this Agreement, at
law or equity by reason of Licensee's default or of such termination.
13. SURRENDER
Upon termination of this Agreement, unless otherwise requested in writing by MTA prior to
the date of termination, Licensee, at its own cost and expense, shall immediately remove the Facility and restore the MTA
Property as nearly as possible to the same state and condition as existed prior to the construction, reconstruction or
installation of said Facility. Should Licensee fail to comply with the requirements of the preceding sentence, MTA may at
its option (i) perform the same at Licensee's expense, which costs Licensee agrees to pay to MTA on demand, or
(ii) assume title and ownership of said Facility. No termination hereof shall release Licensee from any liability or
obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to
the date the Facility is removed and the MTA Property is restored.
14. INDEMNIFICATION
Licensee, on behalf of itself and its successors and assigns, agrees to indemnify, defend (by
counsel satisfactory to MTA), and hold harmless MTA and its subsidiaries, officers, directors, employees, agents,
successors and assigns (individually and collectively, "Indemnitees", to the maximum extent allowed by law, from and
against all loss, liability, claims, demands, suits, liens, claims of lien, damages (including consequential damages), costs
and expenses (including, without limitation, any fines, penalties, judgments, litigation expenses, and experts' and
attorneys' fees), that are incurred by or asserted against Indemnitees caused by the acts or omissions of the Licensee, or its
officers, directors, or employees (collectively, "Personnel") or invitees of Licensee in connection with MTA Property or
arising from the presence upon or performance of activities by Licensee or its Personnel with respect to the MTA Property,
(ii) bodily injury to or death of any person (including employees of Indemnitees) or damage to or loss of use of property
resulting from such acts or omissions of Licensee or its Personnel, or (iii) nonperformance or breach by Licensee or its
Personnel of any term or condition of this Agreement, in each case whether occurring during the Term of this Agreement
or thereafter.
0
The foregoing indemnity shall survive termination of this Agreement; and is in addition to any
other rights or remedies which Indemnitees may have under the law or under this Agreement. Upon request of MTA,
Licensee shall provide insurance coverage for possible claims or losses covered by the indemnification and defense
provisions of this Agreement.
Claims against the Indemnitees by Licensee or its Personnel shall not limit the Licensee's
indemnification obligations hereunder in any way, whether or not such claims against Indemnitiess may result in any
limitation on the amount or type of damages, compensation, or benefits payable by or for a Licensee or its Personnel under
workers compensation acts, disability benefit acts or other employee benefit acts or insurance.
15. ASSUMPTION OF RISK AND WAIVER
To the maximum extent allowed by law, Licensee assumes any and all risk of loss, damage or
injury of any kind to any person or property, including without limitation, the Facility, the MTA Property and any other
property of, or under the control or custody of, Licensee, which is on or near the License Property. Licensee's assumption
of risk shall include, without limitation, loss or damage caused by defects in any structure or improvement on the MTA
Property, accident or fire or other casualty on the MTA Property, or electrical discharge, noise or vibration resulting from
MTA's transit operations on or near the MTA Property. The term "MTA" as used in this section shall include: (i) any
transit or rail -related company validly operating upon or over MTA's tracks or other property, and (ii) any other persons or
RV-AL008753-Eity-o1-Santa-Glarita 4 BS
Sewer Line License Agreement 101007
companies employed, retained or engaged by MTA. Licensee, on behalf of itself and its Personnel (as defined in
Section 14) as a material part of the consideration for this Agreement, hereby waives all claims and demands against MTA
for any such loss, damage or injury of Licensee and/or its Personnel. In that connection, Licensee waives the benefit of
California Civil Code Section 1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.
The provisions of this section shall survive the termination of this Agreement.
16. INSURANCE
Licensee, at its sole cost and expense, shall obtain and maintain in full force and effect during
the Term of this Agreement insurance as required by MTA in the amounts and coverages specified and issued by
insurance companies as described on Exhibit "B". MTA reserves the right, throughout the Term of this Agreement, to
review and change the amount and type of insurance coverage it requires in connection with this Agreement or the Work
to be performed on the License Property. Prior to (i) entering the License Property or (ii) performing any Work or
maintenance on the License Property, Licensee shall furnish MTA with insurance endorsements or certificates evidencing
the existence, amounts and coverages of the insurance required to be maintained hereunder. In most instances, MTA does
not allow self-insurance, however, if Licensee can demonstrate assets and retention funds meeting MTA's self-insurance
requirements, MTA may permit Licensee to self -insure, provided, however that the right to self -insure with respect to any
coverage required to be maintained hereunder may be granted or revoked by MTA at its sole and absolute discretion.
MTA shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by
Licensee under this Agreement.
17, TESTS AND INSPECTIONS
MTA shall have the right at anytime to inspect the License Property and the Facility so as to
monitor compliance with this Agreement. If, in MTA's sole judgment, any installation on, or use or condition of the
License Property may have an adverse effect on the MTA Property, adjacent property (whether or not owned by MTA) or
MTA operations, MTA shall be permitted to conduct any tests or assessments, including but not limited to environmental
assessments, of, on or about the License Property, as it determines to be necessary or useful to evaluate the condition of
the License Property. Licensee shall cooperate with MTA in any tests or inspections deemed necessary by MTA.
Licensee shall pay or reimburse MTA, as appropriate, for all reasonable costs and expenses incurred due to the tests,
inspections or any necessary corrective work and inspections thereafter.
18. HAZARDOUS/TOXIC MATERIALS USE AND INDEMNITY
Licensee shall operate and maintain the License Property in compliance with all, and shall not
cause or permit the License Property to be in violation of any federal, state or local environmental, health and/or safety-
related laws, regulations, standards, decisions of the courts, permits or permit conditions, currently existing or as amended
or adopted in the future which are or become applicable to Licensee or the License Property ("Environmental Laws").
Except for Hazardous Materials expressly approved by MTA in writing as shown on Exhibit "C", Licensee shall not cause
or permit, or allow any of Licensee's Parties to cause or permit, any Hazardous Materials to be brought upon, stored, used,
generated, treated or disposed of on or about the MTA Property. Any Hazardous Materials stored, used or generated on
the License Property by Licensee or Licensee's Parties shall be stored, used, generated and disposed of in accordance with
all applicable Environmental Laws. As used herein, "Hazardous Materials" means any chemical, substance or material
which is now or becomes in the future listed, defined or regulated in any manner�by any Environmental law based upon,
directly or indirectly, its properiies or effects.
Licensee shall indemnify, and defend (by counsel acceptable to MTA) and hold harmless the
Indemnitees (as defined in Section 14) from and against all loss, liability, claim, damage, cost or expense (including
without limitation, any fines, penalties, judgments, litigation expenses, attorneys' fees, and consulting, engineering, and
construction fees and expenses) incurred by the Indemnitees as a result of Licensee's breach of any prohibition or
provision of this section.
The foregoing indemnity shall survive termination of this Agreement, and is in addition to any
other rights or remedies which Indemnities may have under the law or under this Agreement.'
Sewer Line License Agreement 101007
In addition, in the event of any release on or contamination of the License Property, Licensee,
at its sole expense, shall promptly take all actions necessary to clean up the affected property (including the MTA Property
and all affected adjacent property — whether or not owned by MTA) and to return the affected property to the condition
existing prior to such release or contamination, to the satisfaction of MTA and any governmental authorities having
jurisdiction thereover; provided however, that if the release or contamination of the License Property by any Hazardous
Materials stored, used or generated on the site by Licensee or Licensee's Parties was caused, in whole or in part, by the
acts or omissions of MTA, its employees, agents, customers, visitors, invitees, licensees or contractors, Licensee shall
retain all rights or remedies it may have under the law.
19. UNDERGROUND STORAGE TANKS
NEITHER LICENSEE NOR LICENSEE'S PARTIES 'SHALL INSTALL OR USE ANY
UNDERGROUND STORAGE TANKS ON THE .LICENSE PROPERTY UNLESS SPECIFICALLY APPROVED IN
ADVANCE IN WRITING BY MTA, WHICH APPROVAL MAY BE WITHHELD IN MTA'S SOLE DISCRETION.
At MTA's option, upon the termination of this Agreement at any time and for any reason,
Licensee shall, prior to the effective date of such termination, remove and close all underground storage tanks and related
equipment and clean up and remove all Hazardous Materials in, on, under and about the MTA Property, in accordance
with the requirements of all Environmental Laws and to the satisfaction of MTA and any governmental authorities having
jurisdiction thereover, and deliver to MTA a copy of a certificate of closure issued for such tanks by the appropriate
governmental authority.
20. SUBORDINATE RIGHTS
This Agreement is subject and subordinate to the prior and continuing right and obligation of
MTA, its successors and assigns, to use the MTA Property in the exercise of its powers and in the performance of its
duties, including those as a public transportation body. Accordingly, there is reserved and retained unto MTA, its
successors, assigns and permittees, the right to construct, reconstruct, maintain and use existing and future rail tracks,
facilities and appurtenances and existing and future transportation, communication, pipeline and other facilities and
appurtenances in, upon, over, under, across and along the MTA Property, and in connection therewith the right to grant
and convey to others, rights and interests to the MTA Property on the License Property and in the vicinity of Facility. This
Agreement is subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, claims and
other matters of title ("title exceptions") which may affect the MTA Property now or hereafter, and the words "grant" or
"convey" as used herein shall not be construed as a covenant against the existence of any such title exceptions.
21. COMPLIANCE WITH LAWS
Licensee shall comply with all applicable federal, state and local laws, regulations, rules and
orders in its work on, or maintehance, inspection, testing or use of, the Facility and the MTA Property and shall furnish
satisfactory evidence of such compliance promptly upon request of MTA. MTA may enter the License Property to inspect
the Facility at any time, upon provision of reasonable notice of inspection to Licensee. Licensee shall obtain all required
permits or licenses required by any governmental authority for its use of the License Property and the Facility, at its sole
cost and expense.
22. CONDEMNATION
In the event all or any portion of the License Property shall be taken or conderrmed for public
use (including conveyance by deed in lieu of or in settlement of condemnation proceedings), Licensee shall receive
compensation (if any) only for the taking and damage to the Facility. Any other commission or damages arising out of
such taking or condemnation awarded to Licensee are hereby assigned by Licensee to MTA.
23. MARKERS
Project markers in form and size satisfactory to MTA, identifying the Facility and its owners,
will be installed and constantly maintained by and at the expense of Licensee at such locations as MTA shall designate.
Such markers shall be relocated or removed upon request of MTA without expense to MTA. Absence of markers in or
about MTA Property does not constitute a warranty by MTA of the absence of subsurface installations.
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Sewer Line License Agreement 101007
24. GENERAL PROVISIONS
24.1 Notices. All notices and demands which either party is required to or desires to give
to the other shall be made in writing by personal delivery, by express courier service or by certified mail postage prepaid,
and addressed to such party at its address set forth in the Basic License Provisions. Either party may change its address
for the receipt of notice by giving written notice thereof to the other party in the manner herein provided. Notices shall be
effective only upon receipt by the party to whom notice or demand is given.
24.2 Non -Exclusive License. The license granted herein is not exclusive and MTA
specifically reserves the right to grant other licenses within the License Property.
24.3 Governing Law. This Agreement shall be governed by the laws of the State of
California.
24.4 Severability. If any term, covenant, condition or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this Agreement, or the
application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
i
24.5 Interest on Past -due Obligations. Except as expressly herein provided, any amount
due to MTA which is not paid,when due shall bear interest, from the date due, at the maximum rate then allowable by law.
Such interest will be due MTA as it accrues. Payment of such interest shall not excuse or cure any default by Licensee
under this Agreement, provided, however, that interest shall not be payable on late charges incurred by Licensee.
24.6 Cations, The captions included in this Agreement are for convenience only and in
no way define, limit, or otherwise describe the scope or intent of this Agreement or any provision hereof, or in any way
affect the interpretation of this Agreement.
24.7 Survival of Obligations. All obligations of Licensee hereunder not fully performed
as of the expiration or earlier termination of the Term of this Agreement shall survive the expiration or earlier termination
of this Agreement, including without limitation, all,payment obligations with respect to License Fees and all obligations
i concerning the condition of the MTA Property and the Facility.
24.8 Waiver of Covenants or Conditions. The waiver by one party of the performance of
any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by
it of any other covenant or condition under this Agreement.
24.9 Effective Date/Nonbinding Offer. Submission of this License for examination or
signature by Licensee does not constitute an offeror option for license, and it is not effective as a license or otherwise until
executed and delivered by both MTA and Licensee. Each individual executing this License on behalf of MTA or Licensee
represents and warrants to the other party that he or she is authorized to do so.
24.10 Amendment. This Agreement may be amended at any time by the written agreement
of MTA and Licensee. All amendments, changes, revisions, and discharges of this Agreement in whole or in part, and
from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall be in
writing and executed by the parties hereto.
24.11 Assignment. This Agreement and the license granted herein are personal to the
Licensee. Licensee shall not assign or transfer (whether voluntary or involuntary) this Agreement in whole or in part, or
permit any other person or entity to use the rights or privileges hereby conveyed, without the prior written consent of
MTA, which may be withheld in MTA's sole and absolute discretion, and any attempted act in violation of the foregoing
shall be void and without effect and give MTA the right to immediately terminate this Agreement.
24.12 Attorneys' Fees. In any judicial or arbitration proceeding involving performance
under this Agreement, or default or breach thereof, the prevailing party shall be entitled to its reasonable attorney's fees
and costs.
24.13 Nondiscrimination. Licensee certifies and agrees that all persons employed thereby
and/or the affiliates, subsidiaries, or holding companies thereof and any contractors retained thereby with respect to the
Sewer Line License Agreement 101007
License Property are and shall be treated equally without regard to or because of race, religion, ancestry, national origin, or
sex, and in compliance with all federal and state laws prohibiting discrimination,'in employment, including but not limited
to the Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and the California Fair Employment
Practices Act.
24.14 Further Acts. Licensee agrees to perform any further acts and to execute and deliver
in recordable form any documents which may be reasonably necessary to carry out the provisions of this Agreement,
including, at MTA's sole discretion, the relocation of the Facility and the license granted hereby.
24.15 Relocation for Public Project. Licensee hereby expressly recognizes and agrees that
the License Property is located on MTA property that may be developed for public projects and programs which may be
implemented by MTA or other public agencies, such as, but not limited to: rail and bus transitways, bikeways, walkways,
beautification projects and other public uses (collectively "Project"), and that Licensee's use of the License Property under
this License is subject to MTA's right to require Licensee to relocate the License Property, alter, or make changes as
required by MTA, at Licensee's sole cost and expense. Accordingly, as a condition to entering into this License, MTA
expressly reserves the right to require Licensee to relocate, alter, or make changes as required by MTA, for any public
project. Licensee expressly acknowledges and agrees that: (1) MTA may relocate the License Property for any public
project; (2) Licensee will NOT oppose any public Project when planned or implemented on or adjacent to the License
Property; and (3) in the event MTA requires Licensee to relocate the License Property for any public Project, Licensee (a)
shall not be entitled to receive any relocation assistance, moving expenses, goodwill or other payments under the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. 94601 et seq. and/or the
California Relocation Assistance Law, as amended, California Government Code §7260 et seq; and (b) shall not be
entitled to any compensation under the eminent domain law, as a result of such termination and vacation of the License
Property. Prior to requiring the relocation of the License Property, MTA will meet and confer with Licensee to
understand any concerns Licensee may have about the proposed relocation and to explore various alternatives for
the relocation of the existing utilities located in the License Property. Such meetings will be held as soon as possible
after MTA is aware that a potential exists which may require the relocation of the utilities.
24.16 Future Need of License Property. If MTA shall at any. time, or from time to time, so
require by written notice thereof to Licensee based on the need of MTA, in its sole discretion, for the License Property for
its public purposes Licensee shall reconstruct, alter, make changes as required by MTA, relocate or remove its Facility at
Licensee's sole cost and expense
24.17 Time of Essence. Time is of the essence.
24.18 No Recording; Licensee shall not record or permit to be recorded in the official
records of the county where the License Property is located, this Agreement, any memorandum of this Agreement or any
other document giving notice of the existence of this Agreement or the license granted hereby.
24.19 Revocable License. Licensee agrees that notwithstanding the improvements made
by Licensee to the License Property or other sums expended by Licensee in furtherance of this Agreement, the license
granted herein is revocable by MTA in accordance with the terms of this Agreement.
24.20 Entire Agreement; Amendments. This Agreement and the Exhibits hereto constitute
the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior verbal or written
agreements and understandings between the Parties with respect to the items set forth herein. This Agreement may be
amended at any time by the written agreement of MTA and Licensee. All amendments, changes, revisions, and discharges
of this Agreement in whole or in part, and from time to time, shall be binding upon the parties despite any lack of legal
consideration, so long as the same shall be in writing and executed by the parties hereto.
24.21 Additional Provisions. Those additional provisions set forth in Exhibit "D", if any,
are hereby incorporated by this reference as if fully set forth herein.
R.v.AL0087S2City-of—Santa.Clarita -- 8 BS
Sewer Line License Agreement 101007
Licensee
MTA
Exhibit "A"
License Property
[To Be Inserted]
E
Rv9L008752city_of—Santa.clarita g ss
Sewer Line License Agreement 101007
Exhibit "B"
INSURANCE REQUIREMENTS FOR LEASES, LICENSES, AND PERMITS
Lessee, Licensee, or Permittee shall procure and maintain, for the duration of the contract, insurance against claims
for injuries to persons or damages to property which may arise from, or in connection with, the use of MTA
property hereunder by the Lessee, Licensee, or Permittee, his agents, representatives, employees or subcontractors.
Minimum Scope of Insurance (Check all applicable boxes)
Coverage shall be at least as broad as:
® Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
® Insurance Services Office Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
® Worker's Compensation insurance as required by the State of California and Employer's Liability
Insurance.
❑ Course of Construction insurance form providing coverage for "all risks" of loss.
❑ Property insurance against all risks of loss to any tenant improvements. or betterments.
❑ Insurance Services Office Railroad Protective Liability
❑ Contractor's Pollution Liability with coverage for:
a. bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death;
b. property damage including physical injury to or destruction of tangible property including the
resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been
physically injured or destroyed;
C. defense, including costs, charges and expenses incurred in the investigation, adjustment or defense of
claims for such compensatory damages; and
d. losses caused by pollution conditions that arise from the operations of the contractor described under
the scope of services of this contract.
Minimum Limits of Insurance (Check all applicable boxes)
Lessee, Licensee, or Permittee shall maintain limits no less than:
® General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability Insurance or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
® Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
® Employer's Liability: $1,000,000 per accident for bodily injury or disease.
❑ Course of Construction: Completed value of the project.
❑ Property Insurance: Full replacement cost with no coinsurance penalty provision.
❑ Railroad Protective Liability: $2, 000, 000 per occurrence. Aggregate limit shall apply separately to this
project/location or the aggregate limit shall be twice the required per occurrence limit
❑ Contractors Pollution Liability: $1,000,000 per occurrence/$2,000,000 annual aggregate.
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Sewer Line License Agreement 101007
Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by MTA. At the option of MTA,
either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects MTA, its officials
and employees; or the Lessee, Licensee, or Permittee shall procure a bond guaranteeing payment of losses, and
related investigations, claim administration and defense expenses. 1J
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following
provisions:
1. MTA, its subsidiaries, officials and employees are to be covered as insureds as respects: liability arising out of
activities performed by or on behalf of the Lessee, Licensee, or Permittee; products and completed operations of
the Lessee, Licensee, or Permittee; premises owned, occupied or used by the Lessee, Licensee, or Permittee;
and automobiles owned, leased, hired or borrowed by the Lessee, Licensee, or Permittee. The coverage shall
contain no special limitations on the scope of protection afforded to MTA, its subsidiaries, officials and
employees.
2. For any claims related to this project, the Lessee, Licensee, or Permittee's insurance coverage shall be primary
insurance as respects MTA, its subsidiaries, officials and employees. Any insurance or self-insurance
maintained by MTA, its subsidiaries, officials and employees shall be excess of the contractor's insurance and
shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall
not affect coverage provided to MTA, its subsidiaries, officials and employees.
4. The Lessee, Licensee, or Permittee's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,
voided, canceled by either a party, or reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given to MTA.
6. Workers' Compensation and Employer's Liability policies shall contain the inclusion of the MTA, its
Subsidiaries, officials and employees as additional insured, or provide a waiver of subrogation.
Course of construction policies shall contain the following provisions:
1: MTA shall be named as loss payee.
2. The insurer shall waive all rights subrogation against MTA.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANN, unless otherwise
approved by MTA.
Verification of Coverage
Lessee, Licensee, or Permittee shall furnish MTA with original endorsements and certificates of insurance
evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All documents are to be received and approved by the MTA before work
commences. As an alternative, the Lessee, Licensee, or Permittee may provide complete, certified copies of all
required insurance policies, including endorsements effecting the coverage required by these specifications.
Contractors and Subcontractors
Lessee, Licensee, or Permittee shall include all contractors and subcontractors as insureds under its policies or
require certificates and endorsements for each contractor and subcontractor. All coverages for contractors and
RVAL008D2_City_of_Santa Clarita 11 Bs
Sewer Line License Agreement 101007
subcontractors shall be subject to all of the requirements stated herein. The administration of insurance compliance
of contractors and subcontractors shall be subject to audit review by MTA.
Sewer Line License Agreement 101007
Exhibit "C"
Permitted Hazardous Materials
No hazardous materials are permitted to be used or stored on License Property.
Sewer Line License Agreement 101007
Exhibit "D-1"
MTA Additional Provisions
(NONE)
Lessee MTA
Initials
RVAL008752 City of Santa Clarita 14 BS
Sewer Licensegrew OT00
Exhibit "D-2"
SCRRA Additional Provisions
(INTEROFFICE MEMORANDUM, ATTACHED)
MTA
Licensee
G
RVAL008752 City of Santa ClarityIS BS
ewerSLine License greement 16tOQ7