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HomeMy WebLinkAboutContracts & Agreements_181-2019LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into this 3rd day of September, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and the California Department of Water Resources ("DWR") City and DWR are sometimes mdivrdually refen-ed to herein as a "Party" and, togethei, as the "Parties " RECITALS WHEREAS, City is the owner of certain real property located in the city of Redlands and identified as county of San Beinaidin°Assessor. 's Parcel Numbei 0300-231-36-0000 ("Property") as more particularly identified in Exhibit "A," entitled "Site Maps and Photos," which is attached hereto and incorporated herem by this reference, and WHEREAS, DWR has identified locations for the installation of stream gauge stations m key groundwatei basms in Southern California pursuant to DWR's Sustainable Groundwater Management Program, and WHEREAS, the installation of said stream gauge stations will provide DWR data needed to improve water management and help protect fish and wildlife, and WHEREAS, City desires to grant DWR a non-exclusive license to enter upon the Property and install a stream gauge station thereon, on the terms and conditions hereinafter set forth, NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows AGREEMENT 1 Grant of License City hereby grants to DWR a revocable license to enter upon and use, as the case may be, subject to all of the terms and conditions hereof, the Property designated by City for the installation of a stream gaging station ("Project") on the Property All activities of DWR undertaken in connection with DWR's Project shall be perfonned in accordance with all applicable federal, state, regional, local Iaws and regulations 2 Acknowlednent of License and Disclaimei of Tenancy. A DWR is not a tenant or lessee of City and holds no rights of tenancy or leasehold m relation to the Property B In consideration of City's grant of this License, DWR specifically and expressly waives, releases, and relinquishes any and all rights to assert any claim of nght, pnvilege or interest in the Property other than the rights expressly granted by the License C The consideration paid by DWR pursuant to Section 5 of this License is consistent with the value of the rights comprising the License pnvilege, the consideration is not consistent 1 L IcaldjmlAgreements\License Agreement DWR.Stream Gage 9.3 19.docxyn with the higher market value foi a greater right, privilege oz interest (such as a lease) in the Property D DWR further acknowledges and agrees that without the representations and agreements set forth herein, City would not enter into this License 3 Scope of Work DWR shall furnish all matenals and shall perform Project as more particularly described m Exhibit "B," entitled "Scope of Services," which is attached hereto and mcorporated herein by reference, at its own expense 4 Use of Property A The Property shall be used by DWR solely for the purpose of a stream gauge stations m key groundwater basins in Southern California pursuant to DWR's Sustainable Groundwater Management Program B Use of the Property shall not jeopardize 01 endanger the health, welfare, peace 01 safety of persons visiting, residing, working, 01 conducting business in the surrounding area C During the term of this License, DWR shall comply with all applicable federal, state, and local laws, and all applicable rules and regulations established by City D DWR's operation of the Property shall not result m nuisance activities within the Property 01 in close proximity of the Property, including but not limited to disturbance of the peace, Illegal drug activity, public drunkenness, drinking in public, harassment of passersby, gambling, prostitution, sale of stolen goods, public urination, theft, assaults, batteries, acts of vandalism, littering, loitering, graffiti, Illegal parking, excessive loud noises especially m the late night of early morning hours, traffic violations, curfew violations, lewd conduct, 01 police detentions and arrests E DWR shall ensure that the Property' upkeep and operating characteristics are compatible with, and will not adversely affect, the livability or appropriate development of abutting properties and the surrounding neighborhood F DWR hereby grants City immediate access to the Property m the event of an emergency, which is defined as any incident that threaten loss of life or property, interruptions of public utilities, disaster, way, acts of terrorism, strikes or slnulat emergencies 5 License Fee. DWR shall pay to City a license fee in the sum of Five Hundred Dollars ($500 00) per year ("Fee") for use of the Property The initial Fee shall be due and payable to City on December 1, 2019 All subsequent annual Fee payments shall be made prior to the tenth day of December on which date the License Fee is due All payments are to be made payable to the City of Redlands, Finance Departrnent/Revenue Division, P 0 Box 3005, Redlands, California, 92373 6 Notice of Entr DWR anticipates the necessity to access the Property two to four 2 L 1ca\djrn\Agreements\License Agreement DWR stream Gage 9.3 19.docxdn times per year, and shall provide at a minimum two (2) business days prioi written notice to City of the dates on which DWR desires to enter upon the Property 7 Possession and Condition of Property Not Wan -anted City does not warrant or represent that the Property is suitable for DWR's entry upon the Property 01 DWR's installation of a stream gaging station, oi for any other purpose, and DWR agrees to enter and use, as the case may be, the Property in its "as is" condition, and install a stream gagmg station thereon at its own risk, and DWR may not look to City for any claim of damages, restitution or other relief in connection with such entry 01 restoration 8 Commencement, Ternunation This Agreement shall commence upon its Effective Date and shall continue until terminated by either Party upon sixty (60) days pnor written notice to the other Party, 01 as otherwise provided for herein 9 Notice Any notice or othei communication required, or which may be given, pursuant to this Agreement, shall be m writing Any such notice shall be deemed delivered (i) on the date of delivery m person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, m each case properly posted and fully prepaid to the appropriate address set forth below, 01 such other address as a Party may provide notice m accordance with this section CITY City Clerk City of Redlands 35 Cajon Street PO Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org 909-798-7631 CALIFORNIA DEPARTMENT OF WATER RESOURCES Michael Weil Water Resources Engineer 770 Fairmont Avenue, Suite 102 Glendale, CA 91203 Michael Weil@watei ca gov 818-549-2328 10 Indemnification of City DWR shall defend, indemnify and hold City free and harmless from and against all liability, loss, damage, costs or expenses (including attorneys' fees and court costs) arising from oi as the result of the death of any person or any personal injury, accident, claim, loss 01 damage whatsoever caused to any person or to the property of any person, or any responsibility 01 liability resulting from or in any way connected with DWR's entry onto the Property and/or the installation of a stream gaging station on the Property 11 Insurance Insurance required by this Agreement shall be maintained by DWR throughout the term of this License DWR shall not perform any work on the Property unless and until the required insurance listed below is obtained by DWR DWR shall provide City with certificates of msurance and endorsements evidencing such insurance prior to DWR's entry onto the Property Insurance policies shall include a provision prohibiting cancellation or modification 3 L lcaldpn\Agreements\License Agreement DWR Stream Gage 9 3 19.docx.in of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance camei acceptable to City, or certification to City that DWR is self-insured or exempt from the workers' compensation laws of the State of California DWR shall provide City with Exhibit "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference B DWR shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) per occur' ence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C DWR shall secure and maintain business auto liability coverage, with minimum linuts of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all DWR owned vehicles used m connection with DWR's provision of the services provided foi the mstallation of a stream gauge station on the Property, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contnbutmg to any insurance or self-insurance maintained by City 12 Public Work/Prevarlma Waae. In performmg the work associated with the removal or the installation of a stream gauge station on the Property, DWR shall comply with all applicable federal, state and local laws, includmg but not limited to any applicable provisions of the Califorma Laboi Code City makes no representation to DWR as to whether the work associated with the mstallation of a stream gauge station constitutes a "Public Work" as that term is defined by California Labor Code section 1720, and DWR acknowledges and agrees that DWR shall be solely responsible and liable foi the determination of whether such woik constitutes a "Public Work " DWR further acknowledges that City is not an awarding authority foi any contract entered into by DWR foi the work associated with the installation of a stream gauge station, noi is City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781 DWR shall defend, indemmfy and hold harmless City and its elected officials, officers and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that City or DWR has failed to comply with any applicable provision of the California Labor Code m connection with DWR's undertaking of woik associated with the installation of a stream gauge station on the Property This Section 11 shall survive any tenlunation of this License 13 Independent Contractor Status DWR is for all purposes under this Agreement an mdependent contractor and shall perform the services for installation of a stream gauge station on the Property as an independent contractor Neither City nor of its agents shall have control over the conduct of DWR or DWR's employees, except as herein set forth DWR shall supply all necessary tools and instrumentalities required to perform the services for installation of a stream gauge station on the Property Assigned personnel employed by DWR are for its account only, and m no event shall DWR or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City DWR shall have no authority, express 4 L lcaldpnlAgreements\Lccense Agreement DWR.Strearn Gage 9 3 19 docx .in or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall DWR have any authority, express or imphed, to bind City to any obligation 14 Assignment, Sub -Licenses The license granted by this Agreement is personal to DWR. DWR shall not have the nght to assign its nghts under this Agreement except upon the prior written consent of City Any attempt to assign the license granted by this Agreement without the prior written consent of City may, m the sole discretion of City, result in the immediate termination of this Agreement 15 Wntten Agreement as Entire Understandmg of Parties The making, execution and delivery of this Agreement by DWR has not been induced by any representations, statements, warranties or agreements other than those herein expressed. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties, relating to the grant of this revocable license This Agreement may be amended or modified only by a written instrument signed by the Parties 16 Attorneys' Fees and Costs. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party m any such action m addition to costs and any other relief, shall be entitled to its reasonable attorneys' fees, including fees for use of in-house counsel by a Party 17 Counterparts This Agreement may be signed m counterparts or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed ongmal for all purposes IN WITNESS WHEREOF, the Parties have executed this Agreement as of its Effective D ate CITY OF REDLANDS CALIFORNIA DEPARTMENT OF WATER RESOURCES 1 Paul W Foster, Mayor Michael Weil, Water Resources Engineer By ATTEST By anne Donaldson, City Clerk 5 L'1caldjmlAgreementslL]cense Agreement DWR Stream Gage 9.3 19.docx jn EXHIBIT "A" SITE MAPS AND PHOTOS APN 0300-231-36-0000 SITE MAPS Live Oaf _:onyor. " r PLripk�Patch l 6 L1ca\dim\Agreements\License Agreement DWR.Stream Gage 9 3 19 docx.jn SITE PHOTOS 7 L'Icaldjm\Agreements\License Agreement DWR.Stream Gage 9.3 19.docxdn EXHIBIT "B" SCOPE OF WORK The gaging station will consist of monitoring equipment housed in a 30in x 30in x loin steel National Electrical Manufacturers Association (NEMA) box on the left bank of the channel The box is mounted on two 2 in diameter galvanized iron pipes embedded in a hole approximately 8 inches in diameter by 2 feet deep, filled with concrete A satellite antenna, transmitter and solar panels are attached to the NEMA box A bubbler conduit will run from the NEMA box to a low point in the channel, Just downstream of the bridge SAMPLE STATION PHOTOS 8 L Icaldjm\Agreements\License Agreement DWR.Stream Gage 9.3 19 docxjn EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) (b) CHECK ONE By being insured against liability to pay compensation by one or mole insurers duly authorized to write compensation insurance in this State By securing from the Director of Industrial Relations, a certificate of consent to self - insure, either as an individual employer, or as one employes in a group of employers, which may be given upon furnishing proof satisfactory to the Directoi of Industrial Relations of abihty to self-msure and to pay any compensation that may become due to his or her employees I am aware of the provisions of Section 3700 of the Laboi Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance m accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required 01 permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California Howevei, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, of a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct CALIFORNIA DEPARTMENT OF WATER RESOURCES By Date Michael Weil, Water Resources Engineer 9 L lcaldjmlAgreements\License Agreement DWR.itream Oage 9 3 19 docxin