HomeMy WebLinkAboutSouthern California Edison - 2020-05-20 LICENSE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON
BEACH AND SOUTHERN CALIFORNIA EDISON
This License Agreement ("Agreement") is made and entered into by and between the
CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred
to as "LICENSOR," and SOUTHERN CALIFORNIA EDISON, hereinafter referred to as
"LICENSEE."
WHEREAS, LICENSEE has applied to LICENSOR for permission to access that
portion of LICENSOR'S property, more particularly depicted on the map attached hereto as
Exhibit "A" ("License Area"), to permit LICENSEE ingress and egress across LICENSOR's
property to access LICENSEE's transmission line right-of-way ("License"); and
LICENSOR desires to allow such use and access as is necessary; and
The parties wish to enter into an agreement defining their respective rights and
responsibilities concerning said License,
NOW, THEREFORE, in consideration of the promises and agreements hereinafter
made and exchanged,the parties covenant and agree as follows:
I. GRANT OF LICENSE. LICENSOR hereby grants to LICENSEE,its employees,
agents, contractors and invitees, a non-exclusive, non-transferable limited right to enter upon
the License Area to permit ingress and egress across LICENSOR's property for access to
LICENSOR's transmission line right-of-way.
2. TERM. The term of this License Agreement shall be for a period of ten (10)
years commencing on the date this Agreement is signed by LICENSOR AND LICENSEE.
Notice of Termination will be in writing and served by certified mail. This term may be
cancelled by either party with thirty (30) day's written notice to the other party at its address
listed below.
3. CONSIDERATION. LICENSEE agrees to pay LICENSOR one dollar($1.00)
total and other valuable consideration,the receipt of which is acknowledged for the use and
occupancy ofthe License Area.
4, TERMINATION. When this License terminates because the term has expired or
as otherwise provided for in this Agreement,the License is revoked and LICENSEE shall no
longer have access to the License Area. Upon termination of the License, LICENSOR shall
deliver a Notice of Termination to LICENSEE in writing and served by certified mail.
5. INDEMNIFICATION DEFENSE HOLD HARMLESS. LICENSEE hereby
agrees to protect, defend, indemnify and hold and save harmless LICENSOR, its officers,
agents, and employees against any and all liability, claims,judgments, costs and demands,
however caused, including those resulting from death or injury to LICENSEE'S employees and
damage to LICENSEE'S property, arising directly or indirectly out of the grant of License herein
contained, including those arising from the passive concurrent negligence of LICENSOR,but
save and except its active concurrent negligence, sole negligence,or the sole willful misconduct
of LICENSOR. LICENSEE will conduct all defense at its sole cost and expense. This provision
shall survive termination ofthis Agreement.
6. WORKERS' COMPENSATION INSURANCE. Pursuant to the California
Labor Code Section1861, LICENSEE acknowledges awareness of Section 3700 et seq. of said
code, which requires every employer to be insured against liability for worker compensation
LICENSEE covenants that it will comply with all such laws and provisions prior to accessing
the License Area pursuant to this Agreement.
LICENSEE shall maintain such Workers'Compensation Insurance in an amount of not less
than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence,
One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two
Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease,policy limit, at all times
incident hereto, in forms and underwritten by insurance companies satisfactory to LICENSOR.
7. INSURANCE. LICENSEE shall carry at all times incident hereto, on all
activities to be performed in the License Area as contemplated herein, general liability
insurance,including coverage for bodily injury,and property damage. All insurance shall be
underwritten by insurance companies in forms satisfactoryto LICENSOR in its commercially
reasonable discretion. Said insurance shall name LICENSOR, its officers, agents and
employees as additional insureds. In the event of aggregate coverage, LICENSEE shall
immediately notify LICENSOR of any known depletion of limits. LICENSEE shall require its
insurer to waive its subrogation rights against LICENSOR and agrees to provide certificates
evidencing the same.
8. CERTIFICATES OF INSURANCE-, ADDITIONAL INSURED
ENDORSEMENT. Prior to accessing and using the License Area pursuant to this Agreement,
LICENSEE shall furnish to LICENSOR certificates of insurance subject to approval of
LICENSOR evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall provide the name and policy number of each carrier and policy, and shall state
that the policy is currently in force and shall promise to provide that such policies will not be
cancelled without thirty (30) days prior written notice to LICENSOR. LICENSEE shall
maintain the foregoing insurance coverages in force until this Agreement is terminated.
The requirement for carrying the foregoing insurance shall not derogate from the
provisions for indemnification of LICENSOR by LICENSEE under this Agreement.
LICENSOR or its representative shall at all times have the right to demand the original or a
copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner,
the premiums on all insurance hereinabove required.
A separate copy of the additional insured endorsement to each of LICENSEE'S
insurance policies, naming LICENSOR, its officers, agents and employees as additional
insureds shall be provided to LICENSOR for approval prior to accessing the License Area
pursuant to this Agreement. "Licensee may self-insure to satisfy the requirements of section 6-
85)
.
9. RELEASE. Intentionally omitted.
10. WASTE. LICENSEE shall not damage or commit any kind of waste upon the
License Area or any improvement, equipment or personal property thereon and shall not
interfere in any manner with the operations or activities of LICENSEE. LICENSEE shall
make no change in the use of the License Area nor shall the design of the License Area be
changed other than as authorized herein without prior written consent of LICENSOR.
LICENSEE shall not cause any workmen's or materialmen's liens to be placed upon the
License Area and LICENSEE agrees to indemnity and hold LICENSOR harmless against any
such liens, including but not limited to the payment of attorneys' fees.
11. MAINTENANCE. LICENSEE agrees to care for and maintain at its sole cost
and expense, the License Area in good and satisfactory condition as acceptable to LICENSOR
in its commercially reasonable discretion. Maintenance shall include regular cleaning of the
License Area including but not limited to removal of all rubbish, food stuffs, paper, bottles,
cans, gum, cigarettes, animal litter, dirt and sand and repair of any damage to the same.
Prior to termination of this Agreement, LICENSEE shall restore the License Area, as
much as reasonably practicable, to the condition it existed prior to entry into this Agreement.
In the event LICENSEE does not maintain or restore the License Area as required by
this Agreement, LICENSEE authorizes LICENSOR to perform such maintenance or
restoration on LICENSEE'S behalf. All costs incurred performing said maintenance shall be
assessed to and billed directly to the LICENSEE. LICENSEE agrees to pay such costs within
thirty(30) days of billing.
12. ACCESS. Each party shall provide access to the License Area to the other
party, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day,
seven (7) days a week or as designated in permit approvals. LICENSEE'S exercise of such
rights shall not cause undue inconvenience to LICENSOR. All of LICENSEE'S operations
under this Agreement shall comply with all ordinances, regulations, and laws.
13. CONTROL OF EQUIPMENT. LICENSEE shall keep any equipment used or
brought onto the License Area under its absolute and complete control at all times and said
equipment shall be used on the License Area at the sole risk of LICENSEE.
14. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or
undertaken by it on the License Area shall be for its sole account and not as an agent, servant
or contractor for LICENSOR.
15, HAZARDOUS SUBSTANCE. LICENSEE represents and warrants that it will
not place, store, generate, use, release or deposit any hazardous substance on the License
Area. LICENSEE further agrees to clean-up and remediate any hazardous substance on the
License Area that is caused by LICENSEE, and hold LICENSOR harmless from and
indemnify LICENSOR against any release of such hazardous substance caused by LICENSEE and
any damage, loss, or expense or liability resulting from such release, including all attorneys'
fees, costs and penalties incurred as a result thereof, provided, however, the foregoing
indemnity shall not apply or relate to the discovery of any facts or pre-existing conditions in,
on or under the License Area, including but not limited to those caused by LICENSOR, or any
diminution of or impact on valuations of all or any portion of the License Area. "Hazardous
substance" shall be interpreted broadly to mean any substance or material defined or designated
as hazardous or toxic waste,hazardous or toxic material, hazardous or toxic or radioactive
substance, or other similar term by any federal, state or local environmental law,regulation or
rule presently in effect or promulgated in the future,as such laws, regulations or rules may be
amended fiom time to time; and it shall be interpreted to include, but not be limited to, any
substance which after release into the environment will or may reasonably be anticipated to cause
sickness,death or disease.
16. DEFAULT. If LICENSEE uses the License Area for any purpose not expressly
authorized by this Agreement or fails to act in accordance with the terms and conditions of this
Agreement, if such default is not corrected within thirty (30) days after written notice thereof
from LICENSOR to LICENSEE, LICENSOR may terminate this Agreement and prevent
LICENSEE from using or remaining upon the License Area unless the nature of such compliance
is such that it would reasonably take longer than thirty (30) days to comply,then no default shall
occur so long as LICENSEE commences a correction within the thirty (30) day period and
diligently pursues such correction until completion.
17. NO ASSIGNMENT. LICENSEE agrees that the License granted herein shall be
personal to it and that it shall not assign or permit any third party to avail itself of any of the
privileges granted hereunder,without the express written permission of LICENSOR.
18. NO TITLE INTEREST, No title interest of any kind is hereby given and
LICENSEE shall never assert any claim or title to the License Area.
19. NOTICES. All notices given hereunder shall be effective when personally
delivered or if mailed, within forty eight(48) hours of the deposit of such notice in the U.S. Mail,
postage prepaid, and certified with return receipt requested and addressed to LICENSOR or to
LICENSEE at the respective addresses shown below:
LICENSOR:
City of Huntington Beach
Attn: Real Estate Services Division
2000 Main Street
Huntington Beach, CA 92648
LICENSEE:
Southern California Edison
Attn: Cheri McElory
2 Innovation Way,2"d Floor
Pomona, CA 91768
20. NO DISCRIMINATION. LICENSEE agrees that in performance of this
Agreement and in the use of the License Area authorized hereunder, it will not engage in,nor
permit its officers, agents or employees to engage in, any discrimination or discriminatory
practices against any person based on race, religion, creed, color, natural origin,ancestry,
physical handicap, medical condition,marital status or gender.
21. ATTORNEY'S FEES. In the event suit is brought by either party to enforce the
terms and provisions of this Agreement or to secure the performance hereof,each party shall
bear its own attorney's fees. The prevailing party shall not be entitled to recover its attorney's
fees.
22. COMPLIANCE WITH CONTROLLING LAW. LICENSEE shall comply with
all laws, ordinances, regulations, permits and policies of the federal, state and local governments
applicable to this Agreement. This Agreement shall be governed and construed in accordance
with the laws of the State of California.
23. NO PARTNERSHIP. Nothing contained in this License Agreement shall be
construed to mean that LICENSEE and LICENSOR are joint venturers or partners.
24. CAPTIONS. Captions and headings of the different articles contained herein are
solely for the convenience of reference and are not to be considered parts, provisions or
interpretations of this License Agreement.
25. EXHIBITS. All exhibit(s) attached hereto are incorporated herein by reference.
26. COUNTERPARTS. This License Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
27. SIGNATORIES. Each undersigned represents and warrants that its signature
herein below has the power, authority and right to bind their respective parties to each of the
terms of this Agreement, and shall indemnify LICENSOR fully for any injuries or damages to
LICENSOR in the event that such authority or power is not,in fact, held by the signatory or is
withdrawn.
28. ENTIRETY, This Agreement contains the entire agreement between the parties,
This Agreement shall be modified only by a subsequent written amendment,executed by both
parties, as may be mutually agreed upon by the parties.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by and through their authorized officers on May 20, 2020
LICENSEE: LICENSOR:
SOUTHERN CALIFORNIA EDISON CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
By California
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INITIATED AND APPROVED:
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Deputy Director of Economic Development
City Administrator
APPROVED A TO FORM:
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EXHIBIT"A"
ACROSS LE BARD PARK(Portlon APN,155.131-0291
|N THE CITY OFHUNT|NGTON BEACH,COUNTY OF ORANGE, STATE OFCALIFORNIA
Al2 FOOT WIDE STRIP OF LAND OVER A PORTION Of THE NORTHWEST`/4DF
FRACTIONAL SECTION 8,TOWNSHIP O SOUTH,RANGE 1O WEST,SAN8ERNAR0ND
MERIDIAN,ALSO BEING A PART OF THE MOST SOUTHEASTERLY"NOT A PART"PARCEL
A3 SHOWN ON THE MAP[}F TRACT NO.51A2.RECORDED|N BOOK 21O. PAGES 41
THRDUQH440F MISCELLANEOUS MAPS,RECORDS OF SAID COUNTY,THE NORTHERLY
LINE OF WHICH|G DESCRIBED AGFOLLOWS:
BEGINNING ATA POINT ON THE SOUTHERLY PROLONGATION DF THE EASTERLY LINE OF '
SAID TRACT NO.Di92,SAID POINT BEING SOUTH 12"3y-47"WEST, 8.99 FEET FROM THE
SOUTHEASTERLY CORNER OF LOT 28OF SAID TRACT;
THENCE NORTH 71"58A1"WEST, 105.56 FEET TO THE SOUTHEASTERLY RIGHT OFWAY
LINE OFVVARN|CK DRIVE,BEING A CURVE CONCAVE NORTHWESTERLY AND HAVING A
RADIUS OP7O.00 FEET,SAID POINT BEING THE POINT OFTERMINATION.
THE SOUTHERLY LINE OF SAID STRIP SHALL BE PROLONGED OR SHORTENED GOAsTO
TERMINATE NORTHWESTERLY AT SAID RIGHT()F WAY OPWARW\CK DRIVE AND
SOUTHEASTERLY AT SAID SOUTHERLY PROLONGATION OF THE EASTERLY LINE OFSAID
TRACT NO.51S8.
CONTAINS 1318 SQUARE FEET,MORE ORLESS
AS SHOWN ONEXH/B/T"B^A7TACHED HERETO AND BY THIS REFERENCE MADE OFA
PARTHBREOF
PREPARED UNDER K4YSUPERVISION:
Oct'g ExR 12-3i.og
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OWN By, Sco EXHIBIT 'B
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John Butler
SOUTttlRN C UtORNIA Director, Corporate Risk Management
� z P. O. Box 800
,J EDISON2244 Walnut Grove Avenue
Rosemead,CA 91770
CERTIFICATE OF SELF INSURANCE
Issued To:
Certificate Holder: City of Huntington Beach, and it's officers, agents, and employees,
Address: Attn: Real Estate Services Division, 2000 Main Street
City: Huntington Beach
State: CA
Zip Code 192648
The self-insurance programs listed below are in force with regard to the following:
License Agreement#9.5023 granting SCE ingress/egress Access across City property
To SCE transmission right-of-way
Type of Self-Insurance Policy No. Policy Limits of Liability
Program Period
Commercial Self-Insured Continuous $1 Million per Occurrence &
General Liability $2 Million Aggregate
(Includes Auto Liability) for Bodily Injury & Property Damage
Workers' Compensation Self-Insured Continuous Statutory (WC)
This certificate is not valid unless signed by an authorized representative of Southern California Edison's
Risk Management Department. Additional Certificate Holder Status: The Certificate Holder is
additional insured for the general liability program noted above; waiver of subrogation applies to the
general liability programs; 30 days' notice of cancellation will be provided by SCE.
APPROVED AS TO FORM . r
By;
MICHAEL E.GATES Corporate Risk Management
CITY ATTORNEY
CITY OF HUNTINGTON BEACH