HomeMy WebLinkAboutContracts & Agreements_3-2009_CCv0001.pdf Los Angeles County One Gateway Plaza 213,922.2000 Tel
Metropolitan Transportation Authority Los Angeles,CA 90012-2952 metro,net
Metro,
February 26, 2009
City Clerk
CITY OF REDLANDS
P.O. Box 3005
Redlands, California 92373
RE: SANBAG CONTRACT RRND007650 FOR THE ORANGE BLOSSOM TRAIL.
IN THE CITY OF REDLANDS
Dear Clerk:
Enclosed is the fully executed original document for the use of SANBAG's Redlands
Subdivision Right-of-Way property between Grove Street on the western extent and Nice
Avenue on the eastern extend in the City of Redlands for use as a public bikeway and pedestrian
walkway with associated landscaping and appurtenances. Please keep this document for your
files.
A second original docurnent is being sent to San Bernardino Associated Governments for their
board approval,
The Los Angeles County= Tronsportation Authority is the went far Stin Bernardinoelssociwed
Governments.
Thank You for your patience in this matter. If you have any questions, please contact me at
(213) 922-2423.
Sincerely,
acre. n Lu e , rnith
Senior Real tate Officer
Enclosure
cc. T. Hodoes: Chron: (without enclosures)
V. Baker (SANBAG –without enclosures)
C. Boatman (City of Redlands—WithOUt efICIOSLires)
a
170,
IN a
KRND007650
SANBAG CONTRACT (C09121)
BIKEWAY
LICENSE AGREEMENT
BETWEEN
SAN BERNARDINO ASSOCIATED GOVERNMENTS
AND
CITY OF REDLANDS
�1 RRND007650
SANBAG CONTRACT (009121)
BIKEWAY LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and entered into as of
January 6th , 20 0 9 , by and between the SAN BERNARDINO
ASSOCIATED GOVERNMENTS, a public agency existing under the authority of the
laws of the State of California ("SANBAG"), and the CITY OF REDL:ANDS
("Licensee"), upon and in consideration of the agreements, covenants, terms and
conditions below:
PART I -BASIC LICENSE PROVISIONS
1. Description of License Property: An at grade use of the property known a
SANBAG's Redlands Subdivision right-of-way between Grove Street on the western
extent at Mile Post 1.0.1 and Nice Avenue at the easterly extent at Mile Post 11.7, in the
City of Redlands, County of San Bernardino, State of California, as shown on the
attached Exhibit"A"
Approximate area: Eighty Thousand Four Hundred. Forty Eight Linear Feet
(8,448 Lin. Ft.) One and. Six Tenths Miles (1.6 Miles)
2. Use of License Property:
Construction, maintenance and use by the public as a bikeway and pedestrian walkway
and associated landscaping and appurtenances only and no other uses ( I.1, 10)
3. Commencement Date:
January 1, 2009 (§1.2)
4. :
a.-)The initial term is for twenty (20) years commencing from the date hereof and
ending on January 1, 2029. License shall automatically extend five (5) additional years
at the end of the initial term, and shall continue with recurring five (5) year renewal
options for each extension period after Term. ( 1.2)
5. License Fees: Intentionally omitted
6. Insurance Amount: See Exhibit "B" ( 16)
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a 7. SANBAG's Address:
San Bernardino Associated Governments
C/o Los Angeles County Metropolitan Transportation Authority(_NI`1`A)
One Gateway Plaza 13'h Floor--RRND007650
Los Angeles, CA 90012-2952
Attn: Executive Deputy Director, Real Estate (§26.1)
8. Licensee's Address:
City of Redlands
F.O. Box 30305
Redlands, California 92373
Attn: Community Development Department (§26.1)
9. Facility(hereinafter referred to as "Bikeway"):
A bicycle path, pedestrian walkway, trash receptacles, appurtenant improvements,
drainage facilities, irrigation system and all landscaping materials, whether planted as
part of this project or pre-existing and allowed to remain in place by Licensee. ( 1.1)
The foregoing Basic License Provisions and the General. License Provisions set forth in
attached Part 11 are incorporated into and made part of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
s SANBAG:
SAN BERNARDINO ASSOCIATED GOVERNMENTS
m_
By '..
Name: elr a C. Marshall
Title: Executive Deputy Director, Real Estate
For: Los Angeles County Metropolitan Transportation Authority(MTA)
As: Agent for SANBAG
LICENSEE:
CITY OF REDLANDS
By: y
Name: ion Harrison
Title: /Mayor
ATTEST:
Lori e Poyzer�7, it Clerk
Cify of Red l s, California
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INDEX.TO BIKEWAY LICENSE AGREEMENT - PART I1
Section Page
I. Grant of License/Term................................................................... ....................................1
2. Payments................................................................................................................................1.
3. Taxes......................................................................................................................................I.
4. Design and Construction........................................................................................................2
5. Contractors; Approval and Insurance ....................................................................................3
6. Community Concerns ...............................................................................................
7. Reimbursement.....................................................................................................................A
8. Liens.......................................................................................................................................4
9. Landscaping ........................................................................4
10. Fencing And Gates.................................................................................................................4
11. Maintenance and Repair........................................................................................................4
12. Use.........................................................................................................................................5
13. Abandonment.........................................................................................................................5
14. Breach ..................................................................5
15. Surrender................................................................................................................................6
16. Indemnification......................................................................................................................6
1.7. Assumption of Risk and Waiver............................................................................................6
18. Insurance................................................................................................................................7
19. Tests and Inspections.............................................................................................................7
24. Hazardous/Toxic Materials Use and Indemnity ....................................................................7
21. Underground Storage Tanks..................................................................................................8
22. Subordinate Rights.................................................................................................................8
23. Compliance with Laws ..........................................................................................................8
24, Condemnation—.....................................................................................................................9
25. Markers................................................ ................ ..,,.9
26. General Provisions.................................................................................................................9
:Exhibits:
"A" License Property
"B" Insurance Requirements
"C" Permitted.Hazardous Materials
"D" Additional Provisions
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PART 11 - GENERAL LICENSE PROVISIONS
7
1. GRANT OF LICENSE/TERM
1.1 Grant of License. SANBAG hereby grants a non-exclusive license to Licensee in,
on,over, under,across and along the real property of SANBAG in the location shown in the diagram attached hereto as
Exhibit"A" and described in Item I of the Basic License Provisions (the "License Property"), for construction,
installation,operation,alteration,maintenance,reconstruction and/or removal of the Bikeway described in Item 9 of the
Basic License Provisions, and any usual,necessary and related appurtenances thereto(the "Bikeway") for the purposes
described in Item 2 of the Basic License Provisions,together with rights for access and entry onto the License Property
as necessary or convenient for the use of the Bikeway. In connection with this grant of license, Licensee, its council
members, officers, directors, affiliates, employees, agents, customers, visitors, invitees, licensees and contractors
(collectively, "Licensee's Parties")subject to the provisions hereof,may have reasonable rights of entry and access onto
adjoining real property of SANBAG if necessary for the construction,operation and maintenance of the Bikeway or the
License Property, but only after Licensee has received the prior written approval of the SANBAG for such entry and
access. Right of access onto adjoining real property of SANBAG does not extend to the public,which Licensee shall take
all reasonable methods to exclude from such adjoining property of SANBAG.. The License Property, adjoining real
property of SANBAG and personal property of SANBAG located thereon shall hereinafter collectively be referred to as
"SANBAG Property".
1.2 Term of A eeement. The term of this Agreement he
" Unless a specific term of this Agreement is
filled in at Item 4.13 of the Basic License Provision, or if Item 4A 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.B of the Basic License Provisions is filled in, then this
Agreement shall he a license for the term specified in said Item 4.8;provided, howeverrthat
„.l t�—the Lieensc-Property. nge�Wred bly&4AA4Gtjoriorffte_��#
4-B- deliver;ng one hundivi
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twi ,
SANBAG shall also have the right to tenninate this Agreement, at any time, for
the additional following reasons.
(a) If Licensee abandons the Bikeway or the License Property, no notice; of
termination is necessary,and this Agreement shall immediately tenninate as set forth in Section 13.
(b) If Licensee breaches this Agreement, no notice of termination is
necessary,and this Agreement shall immediately terminate,as set forth in Section 14.
The term ofthis Agreement as provided above is referred to as the"Term".
1.3 Condition of Premises. 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 Bate.
2. PAYMENTS
Intentionally omitted.
3. TAXES
Intentionally omitted.
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4. DESIGN AND C ONSTRUC,`TIC�N
4.l Submittal of Plans. Prior to commencement of any construction, reconstruction,
installation, restoration, alteration, repair, replacement or removal (hereinafter, "Work") on the License Property,
Licensee shall submit work plans, including, without limitation, the irrigation plans and the specific types of trees and
landscape contemplated in the design, to SANBAG for review and approval. Licensee will consult with SANBAG
during the design phase to ensure SANBAG's approval and to coordinate project concerns. Any such Work must be
carried out pursuant to work plans approved in writing by SANBAG. If there are existing tenants on the License
Property, Licensee will work with the tenants and,if at all possible,will prepare work plans compatible with the existing
tenants.
4.2 Contents of Work plans. The SANBAG will approve only low maintenance trees
and plants, including non-deciduous trees and shrubs which provide minimal root disruption to the surface and which
require minimal trimming. No landscape materials will be planted in the proximity of any existing billboards, which,
even when fully mature,would obstruct any visibility of the billboard from adjacent vehicular roadways. Licensee will
also indicate in the work plans that it had contacted Dig-Alert and considered any underground utilities in its design and
construction plans.
4.3 Performance of Work. Any Work performed or caused to be performed by
Licensee on the Bikeway 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 SANBAG's rules and regulations),
building codes and ordinances;(c)only after execution of a written right of entry agreement with SANBAG by Licensee
and/or Licensee's Parties, and(d)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 SANBAG. In addition,Licensee shall provide SANBAG with at least 10
calendar days' written notice prior to commencement of any Work on the License Property or the Bikeway, except in
cases of emergency, in which event Licensee shall notify SANBAG's representative personally or by phone, as outlined
in Section I I hereof,prior to commencing any Work.
To avoid damaging SANBAG's underground signaling system, Licensee or
Licensee's Parties shall not perform any excavation work along any portion of the License Property lying within
one hundred fifty(150)feet of any at-grade road crossing,until it has received approval from SANBAG to perform such
work.
4.4 Prior Notification for Work and Request for Protective Services. Prior to
commencing any Work,which is conducted entirely within the License Property and southwesterly of the Barrier hence,
Licensee shall notify SANBAG in writing, at least ten(t 0)business days in advance of the date Licensee would like to
commence such Work. In such notice,Licensee shall specify: (i)the type of work to be perfonned and its location; (ii)
the date(s) the work is scheduled to be performed, (iii) the name, contact person and telephone plumber of the contact
person for each contractor or Licensee department planning to access the SANBAG Property to conduct the work, and
(iv)whether any person or equipment will be within twenty five(25)feet of any track during the course of the work.
SANBAG shall then determine whether an SANBAG flag person needs to be
present during the work,whether Licensee, SANBAG needs to implement any special protective or safety measures,and
whether additional insurance is required during the course of the work. The provision of a flag person and the
implementation of any special protective or safety measures shall collectively be referred to in this Agreement as
"Protective Services". If Protective Services are required and performed by SANBAG,Licensee shall pay SANBAG(as
applicable)for same.
Licensee understands that prior notification of SANBAG as set forth herein does
not guarantee the availability of Protective Services for the date Licensee proposes to do the work,and Licensee agrees
not to enter the SANBAG Property to conduct the work,nor allow Licensee's Parties to do same,prior to securing the
SANBAG required Protective Services and approval to proceed with such work.
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4.5 Soil Hganqdling,ProccdtLres. Only Clean Soil (defined below)may be brought upon,
used and/or spread on the SANBAGmaintenance
Property by Licensee in conjunction with Licensee's construction or i
of the Bikeway. Any soil currently existing on the SANBAG Property may not be spread on the property unless and
until it is characterized as Clean Soil to the reasonable satisfaction of SANBAG. The terms used in this Section shall
have the following meanings:
(a) -Clean Soil": Soil that is free from Hazardous Materials.
(b) "IMVgrt Soil": Soil which did not originate from the SANBAG Property.
(c) "Hazardous Materials": As defined in Section 18 of this Agreement.
(d) "Soil": Soil, dirt, soil amendments, topsoil, soil conditioners, fertilizers,
back fill mix and any other soil mixture.
Licensee shall not bring upon or use any Import Soil on SANBAG Property in
conjunction with the Work provided under this Agreement,unless the following conditions have been met:(i)the Import
Soil does not contain rubbish,debris,or rocks greater than six(6)inches in dimension,(ii)the Import Soil is Clean Soil;
and (iii) prior to putting the Import Soil on the SANBAG Property, Licensee provides documentation to SANBAG's
reasonable satisfaction,that the requirements(i)and(ii)above have been met,
4.6 As-Built Drawings. Within ninety(90)days after the substantial completion of the
construction and installation of the Bikeway, Licensee shall deliver to SANBAG, for SANBAG's review and approval,
two (2) full sets of as-built drawings for the Bikeway (the "As-Built Drawings"), which shall be developed, altered
and/or changed so as to meet the requirements of SANBAG. At a minimum,however,such As-Built Drawings shall:(i)
be substantially of the form of the work plans which were approved in writing by SANBAG; (it)include all changes to
the work plans which were approved in writing by SANBAG; (in) show all improvements and construction performed
by Licensee on the License Property-, (iv) clearly indicate and label the area of the License Property; (v) show the
centerline of the railroad tracks existing on the SANBAG Property,as of the date that construction and installation of the
Bikeway was substantially complete; and (vi) show, to scale, on all plan view and cross section drawings, the
northeasterly and southwesterly boundaries of the License Property with respect to the centerline of the railroad tracks
set forth in item(v)above, and the northeasterly and southwesterly extent of the Bikeway with respect to the centerline
of the railroad tracks set forth in item (v) above. To the extent that the As-Built Drawings indicate or show that the
Bikeway has not been constructed pursuant to the construction plans and specifications approved by SANBAG Licensee
shall, at the request of SANBAG, rebuild,reconstruct an(Por reinstall the Bikeway, at Licensee's sole cost and expense,
so that the Bikeway will be constructed, located and installed in accordance with the approved construction plans and
specifications and the approved changes thereto. Failure to provide As-Built Drawings to the SANBAG as set forth
herein shall be deemed a material breach of this Agreement.
5. CONTRACTORS;APPROVAL AND INSURANCE
5.1 Approval. Any contractors of Licensee (Licensees' Pat-ties) performing Work on
the Bikeway or the License Property shall first be approved in writing by SANBAG, and shall enter into a written right-
of-entry agreement with SANBAG. SANBAG reserve the right,throughout the Tenn of this Agreement,to refuse entry
to the License Property to any of Licensee's Parties, if SANBAG have cause to do so. Licensee agrees to refuse entry
onto the License Property to any of Licensee's Parties rejected by SANBAG in accordance with the provisions of this
Section.
5.2 Insurance. Licensee shall cause any of Licensee's Parties which (i) may be
involved with such Work,or(it)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 SANBAG, in the amounts and coverage's specified on,and issued by insurance companies as described
on,Exhibit"B". SANBAG reserve 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
Bikeway or the License Property.
6. COMMUNITY CONCERNS
Licensee shall be responsible for addressing any con-imunity concerns and questions relating
to the Bikeway, and any Work performed on License Property including, without limitation, termination of existing
]cases, and ongoing maintenance of the License Property and the removal of the Bikcwav at the termination of this
Agreement,as provided in Section 15,
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7. REIMBURSEMENT
Licensee agrees to reimburse SANBAG for all reasonable costs and expenses incurred by
them in connection with any work on,or maintenance of,the License Property or the Bikeway,including,but not liinited
to, costs incurred by SANBAG in. (i) furnishing any materials or performing any labor, (ii) reviewing Licensee's
construction plans and specifications, and/or any changes thereto, (iii) inspecting any work of Licensee or Licensee's
tR
Parties, (iv) furnishing of those watchmen, flagmen and inspectors as SANBAG deems necessary, and (v) furnishing
other items or performing other acts as SANBAG in their sole discretion deems necessary to monitor or aid in
compliance with this Agreement. Licensee shall reimburse SANBAG for any such cost or expense immediately upon
receipt of a bill or an invoice therefor.
8. LIENS
I
Licensee will fully and promptly pay for all materials joined or affixed to the Bikeway or
SANBAG Property, and fully and promptly pay all persons who perform labor upon said Bikeway or SANBAG
Property. Licensee shall not suffer or permit to be filed or enforced against the SANBAG Property or the Bikeway,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 pay or 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 SANBAG with respect thereto,within ten(10)business days after
notice thereof and shall indemnify, hold harmless and defend SANBAG from all obligations and claims made against
SANBAG for the above described work, including attorney's fees. Licensee shall furnish evidence of payment upon
request of SANBAG. Licensee may contest any hen, claim or demand by furnishing a statutory lien bond or equivalent
with respect to stop notices to SANBAG in compliance with applicable California law. If Licensee does not discharge
any mechanic's lien or stop notice for works performed for Licensee, SANBAG shall have the right to discharge same
(including by paying the claimant)and Licensee shall reimburse SANBAG for the cost of such discharge within ten(10)
business days after billing. SANBAG reserves the right at any time to post and maintain on the SANBAG Property such
notices as may be necessary to protect SANBAG against liability for all such hens and claims. The provisions of this
section shall survive the termination of this Agreement.
9. LANDSCAPING
SANBAG shall have the right to review and approve landscape plans prior to installation of
the landscape materials, as outlined in Section 4, including any modifications made to the landscaping throughout the
term of this License.
10. FENCING AND GATES
Licensee,at its sole cost and expense,shall install fencing and gates on the License Property
and shall maintain Licensee's installed fencing and gates and SANBAG's existing tubular steel fencing on SANBAG
Property in conjunction with one another so as to prevent the public from accessing the SANBAG Property lying
adjacent to the Bikeway. The new fencing and SANBAG's tubular steel fencing shall be referred to collectively in this
Agreement as the "Barrier Fencing". If requested by SANBAG, Licensee agrees to install locked gates in the Barrier
Fencing at locations to be specified by SANBAG. The new fencing and gates to be installed by Licensee shall be
manufactured and installed pursuant to the specifications of SANBAG. Such gates will be used to provide access to
adjacent SANBAG Property for the benefit of SANBAG and the beneficiaries of any agreement or other property right
affecting such SANBAG Property. The Barrier Fencing and any required gates shall be included on any work plans
required by SANBAG. All fencing and gate installation and Barrier Fencing maintenance work shall be done in
accordance with the provisions of this Agreement, and to the satisfaction of SANBAG. SANBAG shall retain custody
and be fully responsible for all locks and keys which allow access through the installed protective gates.
II. MAINTENANCE AND REPAIR
l I.l General Maintenance Resnonsibilities. Licensee, at Licensee's sole expense, shall
maintain the License Property and the Bikeway in a first-class condition during the Term of this Agreement and shall be
responsible for all incremental costs related to development of the Bikeway, and maintenance of the License Property,
and the Bikeway as necessary to keep the License Property=and the Bikeway in good order and condition,to SANBAG's
satisfaction. Licensee's maintenance responsibilities shall include, but not be limited to. keeping the Bikeway and all
other facilities and improvements of Licensee on the License Property weed, graffiti and litter-free to the satisfaction of
SANBAG. In addition, Licensee: shall ensure that (i) all landscaping which is a part of the Bikeway be adequately
watered, fed and pruned, so as to be maintained to a healthy condition; (ii) any and all signs required by SANBAG as
part of the Bikcway be maintained in a clean, readable Condition, and (iii) all drainage facilities constructed to
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accommodate the Bikeway be maintained to allow for free flow of eater. Licensee's maintenance obligations are further
described in Exhibit"D" attached hereto.
11.2 Irrigation. Licensee shall pay for all costs to irrigate the Bikeway and the costs for
associated utilities,including,without limitation,water.
11.3 Maintenance of Barrier Fenci 1g. Licensee shall further ensure that all Barrier
Fencing be maintained to prevent unauthorized access to SANBAG Property lying adjacent to and northeasterly of the
License Property. All materials used to maintain and repair the Barrier Fencing shall be materially similar to the original
fencing material,and shall be to the satisfaction of SANBAG.
11 A Immediate Repair. If any portion of the SANBAG Property, including
improvements or fixtures, suffers damage by reason of the access to or use of the License Property by Licensee or
Licensee's Parties,including but not limited to damage to the Barrier Fencing,damage arising from vandalism(including
graffiti), accident, or 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 SANBAG 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, If Licensee fails to maintain the License Property to SANBAG satisfaction, SANBAG may, but is
not obligated to, maintain and clean up the License Property and Licensee shall immediately reimburse the applicable
party for its costs.
11.5 Overhead and Underground Installations. License shall ensure that Licensee or
Licensee's Parties protect from damage all underground and aboveground installations and improvements, including
pipelines,fiber optic cables,overhead wire lines and billboards which are located on SANBAG Property and which may
be impacted by construction, maintenance and/or use of the Bikeway. Licensee shall call Underground Service Alert
(Dig-Alert) prior to any underground probe or excavation within the SANBAG Property. In addition, Licensee shall
coordinate all work so as to not adversely'hinder access to these installations and improvements by the owners.
11.6 Access for Normal Maintenance Work. Normal maintenance work which is
conducted entirely within the License Property and southwesterly of the Barrier Fencing may be performed by Licensee
or Licensee's parties without written notice to SANBAG,provided that Licensee and Licensee's Parties performing such
maintenance work have previously received SANBAG's written approval to access the License Property for such
purposes. Prior to commencing such normal maintenance work,however,the party performing such work is to provide
SANBAG with at least 48 hours' advance notice by phone,identifying the time,duration and location of said work.
11.7 Access for EmergencyWork,�rork, In cases where Licensee reasonably determines that
emergency work is necessary, Licensee shall use its best efforts to contact SANBAG's representative personally or by
phone prior to commencing such work. During any emergency work, Licensee shall comply with all requests and
requirements of SANBAG staff or contractors responding to the emergency.
12, USE
The License Property and the Bikeway 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 or to the Bikeway without SANBAG's prior review and
written approval.
In no event can the License Property be used for park or recreational purposes.
13. ABANDONMENT
Should Licensee at anytime abandon the use of the Bikeway 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 tertninate to the extent of the portion so abandoned or discontinued,and in addition to
any other rights or remedies, SANBAG shall immediately be entitled to exclusive possession and ownership of the
portion so abandoned or discontinued,without the encumbrance of this Agreement.
14. 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, SANBAG at its
option may:
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(a) perform any necessary or appropriate corrective work at Licensee's expense,which
t Licensee agrees to pay to SANBAG upon demand,or
(b) with or without written notice or demand, imnediateiy 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 Bikeway, without prejudice to any of the remedies that SANBAG may have under
this Agreement,at law or equity by reason of Licensee's default or of such termination.
15. SURRENDER
i As a condition to termination of this Agreement for any reason or on the expiration of this
Agreement,unless otherwise agreed to by SANBAG in writing to leave in place any part of the Bikeway, Licensee,at its
own cost and expense,shall(i)relocate the landscaping and improvements,except for SANBAG's tubular steel fencing,
or remove the Bikeway,as determined by the SANBAG in its sole discretion;and(ii)restore the SANBAG Property to a
state and condition satisfactory to SANBAG. Should Licensee fail to comply with the requirements of the preceding
sentence, SANBAG may at its option perform the same at Licensee's expense, which costs Licensee agrees to pay to
SANBAG on demand. Notwithstanding anything herein to the contrary, SANBAG may, in its sole discretion, request
Licensee to leave all or a portion of the Bikeway in place on the License Property, in which case, it would elect to
assume title and ownership of said Bikeway,at no cost to SANBAG. 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 Bikeway is removed and the SANBAG Property is restored.
16. INDEMNIFICATION
Licensee, on behalf of itself and its successors and assigns, agrees to indemnify,defend(by
Counsel satisfactory to SANBAG), and hold harmless SANBAG and its subsidiaries, officers, directors, employees,
agents, invitees, licensees, successors and assigns (individually and collectively, "hidemnitees"), to a reasonable extent
allowed by law, from and against loss, liability, claims, demands, suits, liens, claims of lien, 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 arising out of or connected in any manner with (i)the acts or
omissions to act of the Licensee, or its officers, directors, affiliates, Licensee's Parties or anyone employed by or for
whose acts Licensee is liable(collectively, "Personnel")or invitees of Licensee,in connection with License Property or
arising from the presence upon or performance of activities by Licensee or its Personnel with respect to the License
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)non-performance 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.
The foregoing indemnity shall be effective except to the extent any liability is caused by the
active negligence or willful misconduct of Indemnitees or unless Indemnitees are fully indemnified by any other lessee
and/or licensee(unrelated to this License), 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 SANBAG
Licensee shall provide insurance coverage, as provided in Section 18, 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 Indemnitees 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.
1.7. ASSUMPTION OF RISK AND WAIVER
To the maximum extent allowed by law, Licensee assumes reasonable risk of loss,damage
or injury of any kind to any person or property, including without limitation the Bikeway,the License Property and any
other property of, or under the control or custody of, Licensee. Licensee's assumption of risk shall include, without
limitation,loss or damage caused by: (i)defects in Licensee's improvement on the License Property, (ii)accident or tire:
or other casualty caused by Licensee on License Property, (iii)normal and customary railroad activity, including
SANBAG's transit operations, freight or other passenger rail operations, and the operations of any construction,
maintenance or repair company validly operating on the SANBAG Property and including;electrical discharge, noise or
vibration resulting from said railroad activity on or near SANBAG Property but not including derailments caused by
such rail activity,or(iv)any normal and customary response by SANBAG or any of the lndemnitces with respect to any
C09121 6
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event resulting from the foregoing Items (i) through (iii). The term "SANBAG" as used in this section shall include
M (i)any transit or rail-related company validly operating upon or over SAIBAG's tracks or other property, and (ii)any
other persons or companies employed,retained or engaged by SANBAG Licensee,on behalf of itself and its Personnel
(as defined in Section 16), and to the extent permitted by lave,its invitees,as a material part of the consideration for this
Agreement, hereby waives all claims and demands against SANBAG for any such loss, damage or injury of Licensee
and/or its Personnel.
The provisions of this section shall survive the termination of this Agreement.
3.8. 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 SANBAG in the amounts and coverage's specified and
issued by insurance companies as described on Exhibit "B". SANBAG reserve the right, throughout the Term of this
Agreement,to review and upon giving 60 days'notice to Licensee,to change the amount and type of insurance coverage
it requires in connection with this Agreement or any 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
SANBAG with insurance endorsements or certificates evidencing the existence, amounts and coverage's of the
insurance required to be maintained hereunder.As a public entity,Licensee may satisfy this requirement through the use
of commercial insurance, self-insurance, risk pooling or risk retention,or any combination thereof at Licensee's option.
SANBAG shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by
Licensee under this Agreement.
19. TESTS AND INSPECTIONS
SANBAG shall have the right at any time to inspect the License Property and the Bikeway
so as to monitor compliance with this Agreement. If, in SANBAG's sole judgment, any installation on, or use or
condition of the License Property may have an adverse effect on the SANBAG Property, adjacent property(whether or
not owned by SANBAG) or SANBAG operations, SANBAG 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 determincs to be
necessary or useful to evaluate the condition of the License Property. Licensee shall cooperate with SANBAG in any
tests or inspections deemed necessary by SANBAG. Licensee shall pay or reimburse SANBAG, as appropriate, for all
reasonable costs and expenses incurred due to tests, inspections or any necessary corrective work and inspections
thereafter.
20. 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 SANBAG 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 SANBAG Property. Any Hazardous Materials on
the site 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 properties or
effects. Licensee will not be responsible for any condition existing prior to the commencement of this License.
Licensee shall indemnify, defend (by counsel acceptable to SANBAG) and hold harmless
the Indemnities(as defined in Section 16)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 Indemnitees as a result of (a)Licensee's breach of any prohibition or
provision of this section,or(b)any release of Hazardous Materials upon or from the Bikeway or the License Property or
contamination of the SANBAG Property or adjacent property (i)which occurs due to the use and occupancy of the
Bikeway or the SANBAG Property by Licensee or Licensee's Parties, or (ii)which is made worse due to the act or
failure to act of Licensee or Licensee's Parties,
The foregoing indemnity shall be effective except to the extent any liability is caused by the
active negligence or willful misconduct of Indemnitees or unless Indemnitees are fully indemnified by any other lessee
anct/or licensee (unrelated to this License), 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.
009121
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Licensee shall promptly notify SANBAG of any release on, or contamination of, SANBAG
Property of which Licensee or any of Licensee's Parties becomes aware. In addition, in the event of any release on or
contamination of the License Property by Licensee or Licensee's Parties, Licensee, at its sole expense, shall promptly
take all actions necessary to clean up the affected property(including the SANBAG Property and all affected adjacent
property, whether or not owned b SANBAG)and to return the affected property to the condition existing prior to such
�' p p existing
release or contamination,to the satisfaction of SANBAG and any governmental authorities having jurisdiction thereover.
22. UNDERGROUND STORAGE TANKS
NEITHER LICENSEE NOR LICENSEE'S PARTIES SHALL INSTALL OR USE ANY
UNDERGROUND STORAGE TANKS ON THE LICENSE PROPERTY C3NLESS SPECIFICALLY APPROVED IN
ADVANCE IN WRITING BY SANBAG, WHICH APPROVAL MAY BE WITHHELD IN SANBAG'S SOLE
DISCRETION.
At SANBAG'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 SANBAG Property,
in accordance with the requirements of all Environmental Laws and to the satisfaction of SANBAG and any
governmental authorities having jurisdiction thereover,and deliver to SANBAG a copy of a certificate of closure issued
for such tanks by the appropriate governmental authority.
22. SUBORDINATE RIGHTS
This Agreement is subject and subordinate to the prior and continuing right and obligation
of SANBAG, its successors and assigns, to use the SANBAG Property or any portion thereof in the exercise of its
powers and in the perfonnance of its duties, including those as a public transportation body. Accordingly, there is
reserved and retained unto SANBAG,its successors, assigns and permittees,the right to construct,reconstruct, operate,
maintain, use and/or relocate 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 SANBAG Property or any portion thereof,and in connection therewith the right to grant and convey to others,rights
and interests to the SANBAG Property or any portion thereof. This Agreement is subject to all licenses, leases,
easements,reservations,restrictions,conditions,covenants,encumbrances, liens, claims and other matters of title("title
exceptions") which may affect the Property now or hereafter, and this Agreement is executed and delivered by
SANBAG without any warranty of title,express or implied,and the words"grant'or"convey'as used herein shall not be
construed as a warranty of title or as a covenant against the existence of any such title exceptions.
In the event SANBAG is made aware of any intent by its permittees to perform any of the
above-referenced activities, SANBAG agrees to request said permittees to promptly advise and fully inform Licensee
with respect to said intentions.
This Agreement is subject to all licenses, leases, casements, restrictions, conditions,
covenants, encumbrances, hens, claims and other matters of tide ("title exceptions") which may affect the SANBAG
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.
Neither SANBAG or any Indemnitee shall have any liability or obligation with respect to any
acts or omissions of any of the beneficiaries of the above-referenced title exceptions. SANBAG,its successors,assigns and
permittees shall,at all times,have the right to enter upon and use the License Property in common with Licensee,provided
that such entry and use does not materially and adversely affect Licensee's long term use of said SANBAG Property.
The beneficiaries of the title exceptions and any other business operating on or possessing
Tights to use SANBAG Property, including the owners of any advertising signs located on said Property, are referred to
herein as"Businesses".
Licensee agrees to pay any and all costs or expenses resulting from, or arising out of,
construction of the Bikeway or related to Licensee's use and occupancy of the License Property,including all costs and
expenses resulting from any Relocation Negotiations with any Business, the termination of such Business' right to use
and occupy the SANBAG Property,and any relocation of any Business resulting therefrom.
23. COMPLIANCE WITH LANN'S
Licensee shall comply with all applicable federal,state and local laws,regulations,rules and
orders in its work on, or maintenance, inspection, testing or use of,the Bikeway and the SANBAG Property and shall
35209000
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fumish satisfactory evidence of such compliance promptly upon request of SANBAG. SANBAG may enter the License
s property to inspect the Bikeway 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 Bikeway,at its sole cost and expense.
15 24. CONDEMNATION
In the event all or any portion of the License Property shall be taken or condemned for
another public use (including conveyance by deed in lieu of or in settlement of condemnation proceedings), Licensee
assigns to SANBAG all compensation(if any)arising out of such taking or condemnation awarded to Licensee.
25. MARKERS
Intentionally omitted.
26. GENERAL.PROVISIONS
26.1 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.
26.2 Non-Exclusive License. The license granted herein is not exclusive and SANBAG
specifically reserves the right to grant other licenses within the License Property.
26.3 Governhu., Law. This Agreement shall be governed by the laws of the State of
California.
26.4 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.
26.5 Interest on Past-due Obligations. Except as expressly herein provided,any amount
due to SANBAG arising out of this agreement 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 SANBAG,as applicable,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.
26.6 Captions. 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.
26.7 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 obligations concerning the condition of the SANBAG
Property and the Bikeway.
26.8 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.
26.9 Amendment. This Agreement may be amended at any time by the written
agreement of SANBAG 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 kick of legal consideration,so long as the
same shall be in writing and executed by the parties hereto.
26.10 �ssjgiujt�nt. 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
i
C09121 9
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SANBAG,which may be withheld in SANBAG's sole and absolute discretion,and any attempted act in violation of the
foregoing shall be void and without effect and give SANBAG the right to immediately terminate this Agreement.
26.11 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.
26.12 Nondiscrimination. Licensee certifies and agrees that all persons employed
thereby ands"or the affiliates,subsidiaries,or holding companies thereof and any contractors retained thereby with respect
to the 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.
26.13 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 SANBAG's sole discretion,the relocation of the Bikeway and the license granted hereby.
26.14 Termination for Public Project. Licensee hereby expressly recognizes and
agrees that the License Property is located on SANBAG property that may be developed for public projects and I.icenee ,
programs which may be implemented by SANBAG or other public agencies, such as, but not limited to: rail and
bus transit ways, bikeways, walkways, beautification projects and other public uses (collectively "Project"), and �)
that Licensee's use of the License Property under this Lease is subject to SlIA"BAG's right to require Licensee tQ
relocate the License Propertt; alter, or make changes as required ky SANBAG, at Licensee's scala cost and SANBAG
expense unless relocation of the Facility (bikeway) is incorporated in the Project. Accordingly, as a condition to
entering into this Lease, SANBAG expressly reserves the right to require Licensee to relocate, alter, or make
changes as required byr SANBAG,.jar any public Project. Licensee expressly acknowledges and agrees that: (1)
SANBAG may relocate the License Properfyy 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 SANBAG
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. &x4601 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.
26.1 i Future.Need of License Property. if SANBAG shall at any time,,or from time
to time, so require by written notice thereof to Licensee based on the need of SANBAG,in its sole discretion,for
the License Property for its public purposes Licensee shall reconstruct,alter,make changes as required by
SANBAG,relocate or reprove its Facility at Licensee's sole cost and expense.
26.16 Relocation. Licensee hereby waives any right to relocation assistance, moving
expenses, goodwill or other payments to which Licensee might otherwise be entitled under the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. ,4601 et seq. and/or the
California Relocation.Assistance Law, as amended,Government Code ,7260 et seq.but for this waiver and SANBAG's
express right of termination.
26.17 Time of Essence. Time is of the essence.
26.18 No Recording. Licensee shall not record or permit to be recorded in the official.
records of the county where the License Property is located any memorandum of this Agreement or any other document
giving notice of the existence of this Agreement or the license granted hereby.
26.19 Revocable License.
26.20 Entire AoreeMgjt; 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 SANBAG and Licensee. All amendments,
t ti{:>121 10
35209000
Redlands,Ci y RR 1D007650 3 IitCa 09 nils
Re-,,,. I1112, mis
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changes, revisions, ma$whRa of this Agreement m whole«d part, and fromtime »time, shall be binding upon
the parties despite mylack o legal consideration, mlmza the same +G G in writing mace#d bythe parties
\ hereto.
/
216.21 Additional Provisions. Those additional w mons set forth in Exhibit`D\ 3any,
} are herebyincorporated bya&wf ce as 7 fully set A#a herein.
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Exhibit "B"
INSURANCE REQUIREMENTS FOR LEASES, LICENSES, AND PERMITS
Tenant, Licensee, or Permittee shall procure and maintain, for the duration of the contract, insurance
against | i for injuries to persons or damages to propertywhich mayarise from, orinconnection
with, the use of San Bernardino Associated Governments (SANBAG)and Los AngelesCounh/
Metropolitan Transportation Authority(K4TA)propertyharaunderbyihe Tenant, Licensee, orPermittee,
his mgents, repnaaentmtives, employees or subcontractors.
Minimum Scope of Insurance (Check all applicable boxes)
Coverage shall beetleast asbroad as:
• Insurance Services Office Commercial General Liability coverage (occurrence form CGOOO1).
• Insurance Services Office Form No.CA0OO1 (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.
|l
Course of Construction insurance form providing coverage for"all risks"of loss.
F] Property insurance against all risks of loss to any tenant improvements or betterments.
Fl insurance Services Office Railroad Protective Liability
[� Contractor's Pollution Liability with coverage for:
a. bodily injury, sickness, disease, mental anguish orshock sustained byany person,
including death;
-. property damage 'including physical 'injury to or destruction _n~_ property ~
the resulting loss of and the loss ofuse Vftangible property
that has not been physically injured or destroyed;
C. defense, including costs, charges and expenses incurred in the investigation, adjustment
ordefense ofclaims for such compensatory damages; and
d. losses causedb pollution conditions that arise from the operations ofthe contractor
described under the scope mfservices ofthis contract.
Minimum Limits of Insurance (Check all applicable boxes)
Tenant, Licensee, orPermittee shall maintain limits noless than:
General Liability: $Y,0O(lOOOper occurrence for bodily injury, personal injury and
property damage. |fCommercial General Liability Insurance orother form with ageneral
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
|irnd.
Automobile Liability: $/'DD000Oper accident for bodily injury and property damage.
Employer's Liability: $Y`0D(ID0Dper accident for bodily injury Vrdisease.
Course ofConstruction (Bui|de/sFtimk): Completed value ofthe project.
Property insurance: Full replacement cost with nocoinsurance penalty provision.
Fl Railroad Protective Liability: $2,D0ODD0per occurrence. Aggregate limit shall apply separately
to this project/location or the aggregate limit shall be twice the required per occurrence limit
FlContractors Pollution Liability: $Y.800,Q00per ocourrenre/$2,D00,0O0annual aggregate,
C09 121 13
35209000
Redlands,City 0nmooO76x0\//0mum/s
Deductibles and Self-insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by SANBAG and MTA. At
the option of SANBAG and MTA, either: the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects SANBAG and MTA, its officials and employees; or the Tenant, Licensee,
or Permittee shall procure a bond guaranteeing payment of losses, and related investigations, claim
administration and defense expen�es.
Other Insurance Provisions
The general liability and automobile liability policies are bzcontain, orbeendorsed hocontain, the
following provisions:
1. 8ANBAGand 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 Tenant, Licensee, or Permittee; products
and completed operations of the Tenant, Licensee, or Permittee; premises owned, occupied or used by
the Tenant, Licensee, or Permittee; and automobiles owned, leased, hired or borrowed by the Tenant,
Licensee, or Permittee. The coverage shall contain no special limitations on the scope of protection
afforded to SANBAG and MTA, its subsidiaries, officials and employees.
2. For claims related buthis
primary insurance as respects SANBAG and MTA, its subsidiaries,officials and employees. Any
insurance or self-insurance maintained by SANBAG and 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 policiesindcU breaches ofwarranties
shall not affect coverage provided to SANBAG and MTA, its subsidiaries, officials and employees.
4. The Tenant, 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 policyrequioedbydhimdauaeshoUbeondoraedbootetedhatoovenaQeahaUnotba
suspended, voided. canceled b either uparty, orreduced/ncoverage orinlimits, except after thirty(30)
ooyo prior written notice by certified mail, return receipt requested, has been given to SANBAG and
MTA.
0. Workers' Compensation and Employer's Liability policies shall contain the inclusion ofthe SANBAGand
MTA, its Subsidiaries, officials, and employees as additional insured or provide a waiver of subrogation.
7� SANBAGlease number must beincluded with description ofleased premises,
Course of construction policies oho|| contain the following provisions:
1. SANBAGand MTA shall benamed asloss payee.
2. The insurer shall waive all rights subrogation against SANBAGand MTA.
Acceptability of Insurers
Insurance imtnbeplaced with insurers with acurrent A.M. Best's rating ofnoless than A,V)| un/ass
otherwise approved bySANBAGand K8TA. '
Verification of Coverage
Tenant, Licensee, orPermittee shall furnish SANBAG and MTA with original endorsements and
certificates ofinsurance evidencing coverage required bythis clause. All documents are tobesigned
byaperson authorized bvthat insurer t0bind coverage onits behalf. All documents are tnbereceived
and approved by8ANBAGand MTA before work commences. Asana||ernative the Tenant, Licenmme
orPermiUeamaprovide cVrnp/mte. ce�i� U
�duop�eaof� naquiredinaunanoepo||`ies. inc|udi`g '
endorsements effecting the coverage required bythese specifications.
Contractors and Subcontractors
Tenant, Licensee, orPermittee shall include all contractors and subcontractors eoinsureds under its
policies mrrequire certificates and endorsements for each contractor and subcontnactor All coverages
for contractors and subcontractors shall be subject '
�|| of requirements herein.t� �tat�d h�' in The
administration of insurance compliance ofcontractors and subcontractors shall beautboaudh
review bySANBAGand �NTA, -'--
Co9o|
|4
s5z0von0
Redlands,City xmmom0776sn |omNom|x
Exhibit"C"
Permitted Hazardous Materials
No hazardous materials are permitted to be used or stored on Premises.
('09121 15
35209000
Redlands,City R1tND007650 11/1W)8 nits
Rev, I I/12/08 nits
u
Exhibit "D
Additional Provisions
1. Importation of SoillFill Dirt. Licensee shall not bring upon or use any Import Soil on the Premises in
conjunction with any purposes allowed under this Agreement,until said import Soil has been laboratory tested
by a and the test results have been approved by MTA's
Environmental Consultant. Additionally, any soil currently existing on the Premises may not be spread on the
Premises unless and until it is characterized as Clean Soil to the reasonable satisfaction of MIA's
Environmental Consultant.
2. Maintenance of Premises. Licensee shall keep the Premises free and clear of weeds, trash, vegetation,
unauthorized vehicle parking, graffiti and occupancy by transients/homeless persons or individuals. Licensee
shall be fully responsible for ALL maintenance and maintenance that is required or necessary in connection
with Licensee's use of Premises.
3. Protection of Underground and Aboveground.Installations. Licensee shall ensure that it and Licensee's
Parties protect,from and against any and all damage, all underground and aboveground installations and
improvements,such as pipes, fiber optic lines and wires,which may be impacted by any work or any use of
the Premises by Licensee. Any new utility lines and/or fiber optic crossings,etc.,proposed to he added within
the right of way by any party shall be applied for in the normal process and covered by separate License
Agreement directly with SAN'BAG.
4. Improvements. Both Licensee and.MTA acknowledge that the Premises is leased in "AS IS" condition and
any track removal, grading,paving and fencing as may be necessary or required to meet Licensee's needs will
be the sole responsibility of the Licensee. No permanent structures may be constructed on the premises
without MIA's prior written approval. Licensee will be responsible for the removal of all permitted
improvements upon termination of Lease.
5. Utilities. Licensee shall pay for any and all utilities for its benefit, security and use.
6. Warranties. The MTA nukes no warranties as to the suitability of the location for Licensee's intended use
as to zoning, visibility, traffic count or any other factors which may cause Licensee to want to lease the
premises.
7. Zoning or Permitting. Any permits, inspection fees, or costs associated with the use or maintenance of the
Premise by any governmental agency, department, or organization, or any labor expenses for the installation
or maintenance of any permitted improvements are the Licensee's sole responsibility. Copies of permits are
to be readily available for inspection by MTA personnel.
9. Signalle. NO SIGNS PERMITTED on, or along the perimeter of the Premises unless such signs were
requested and approved under your original proposal and covered by the required insurance.
1.0. SANBAG's Right to Control Leasing and Licensing within entire Right of Way. SANBAG shall
continue to control Leasing and Licensing within the entire Right of Way. All applications for new utility
crossings, ground Leases, or similar uses outside the scope of the approved Bike Trail/Beautification. Plan,
shall continue to be under the direct control and management of SANBAG.
Licensee SANBAG
Initials
f
i 16
I
35203000
Redlands,City RRNF)007650 1 I/Io/t)8 nils
Rev. 1 N 2/08 nits
Exhibit "U-2 "
Additional Maintenance Provisions. Licensee shall provide labor, equipment, tools and
materials necessary to fully maintain the Bikeway and its landscaping. Maintenance tasks that Licensee kvill be
responsible for shall include,but not be limited to:
s
(a) Weed abatement,which will be performed on a monthly basis.
(b) Removal and disposal of refuse and debris,including broken concrete and asphalt,
construction debris,scrap metal,broken glass,paper trash,furniture,appliances,automobile parts,shopping carts,tires,
bicycles,dead vegetation,and other materials illegally dumped on the Bikeway. Debris shall be removed monthly
and/or upon request.
(c) Landscape Maintenance:
• Provide adequate watering for the planted trees,shrubbery and ground cover to keep plantings in
a healthy condition.
• Pruning of trees. During the first five years of establishment,trees shall receive at least annual
pruning. All cuttings shall be disposed of off-site,the same day.
• Planting design and subsequent trimming plan shall incorporate compliance with existing
regulations related to visibility and clearance for vehicles and pedestrians(including bus stop
clearance requirements)and to maintain adequate visibility to existing advertising billboards.
• free trimming at bus stops shall meet requirements that no part of any tree shall extend beyond
the curb line for the entire length of the red curb and that at the curb line,no part of any tree shall
be lower than 13 feet above the street level.
• Maintenance levels shall be sufficient to not pose a fire hazard to all SANBAG buildings and
structures,including poles and wirelines.
• Respond to emergency situations,including trimming for public safety and visibility of traffic
devices,signs,etc.
• To facilitate railroad operations,the landscaping shall also be maintained so as to not.:
(i) obstruct railroad signs and signals,
(ii) interfere with railroad employees performing their duties on the SANBAG Property,
(iii) prevent the proper functioning of signal and communication lines,or
(iv) railroad employees from visually inspecting moving equipment from their normal duty stations.
• Licensee shall maintain the northeasterly extent of any and all landscaping associated with the
Bikeway and the License Property such that the same are at all times no closer than twenty
(20)feet from the centerline of the nearest railroad track located northeasterly of the License
Property.
• Fencing and landscaping associated with the Bikeway lying within one hundred and fifty
(150)feet of the centerline of any at-grade road crossing of SAN BAG Property shall meet the
following minimum requirements:
(i) landscaping shall be maintained to a height of not more than three(3)feet above surrounding
ground level;
(ii) fencing shall be maintained to a height of not more than four(4)feet above surrounding
ground level,
Cr09121 17
352C1i 000
Redlands,C"its•RRNID007650 1 I I OA)8 nils
Rev.I U]2/08 nils ]
(d) Investigate and resolve maintenance requests as quickly as possible consistent with staff and
equipment availability and Chit policy,
y p y,
t
(e) Post SANBAG-approved signs regarding the Bikeway project and/or ownership of the Right
of Way. Maintain and replace signs as necessary.
(f) Remove graffiti from signs,posts and all hard structures appurtenant to the Bikeway and its
landscaping on a weekly basis, Licensee shall not be responsible for maintenance of any erected billboards or
appurtenances thereto.
In event the Bikeway and SANBAG Property not be maintained as herein provided, to SANBAG's
satisfaction, SANBAG may perform, at Licensee's expense,any necessary work including, but not limited to, tree and
other landscape trimming and fence replacement,and Licensee agrees to reimburse SANBAG for all incurred costs.
t
iAcensee SANBAG
Initials
C09121 I
35209000
Redlands,City RRND007650 11110/08 nits
Rev. 11/12108 zn1s v.