HomeMy WebLinkAboutContracts & Agreements_155-2008_CCv0001.pdf Metropolitan Transportation Authority One Gateway Plaza 213,922,2000 Tel
Los Angeles,CA 90012-2952 metro net
rill
a M
ownetro
November 18, 2008
Lorrie Poyzer, City Clerk
CITY OF REDLANDS
P.O. Box 3005
Redlands, CA 92373
RE: SANBAG CONTRACT RRND007647 AT STUART AVENUE AND
TEXAS STREET IN THE CITY OF REDLANDS
Dear Ms. Power:
Enclosed is the fully executed original document for the use of SANBAG's property at Stuart
Avenue and Texas Street for the installation of a 66" storm drain. Please keep this document for
your files.
Thank you for your payments of$1,000.00 written on your city check 083883 for the
administrative fee. This amount will be posted to your new account.
Please be sure to notify the BNSF signal department at the appropriate time to allow for
marking signal and communication cables and conduits, and their signal department to arrange
for inspection services.
The Los Angeles County, Transportation Authority is the agent for San Bernardino Associated
Governments.
Thank you for your patience in this matter. If you have any questions,please contact me at
(213) 922-2423/
Sincerely;,,,
Ma4een Lit°6-Smith
Seni'oReal Estate Officer
Enclosure
cc: T. Hodges- Chrom (without enclosures)
A. Griffiths, Municipal Utilities&Engineering Dept., City of Redlands (without
enclosures)
M1
A ORIGINAL
File: RRND00764 7
LICENSE AGREEMENT
BETWEEN
SAN BERNARDINO ASSOCIATED GOVERNMENTS
AND
CITY OF REDLANDS
File: RRND007647
S0001084
LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and entered into as
of 2008 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 CITY OF REDLANDS a municipal
corporation, ("LICENSEE"), upon and in consideration of the agreements, covenants,
terms and conditions below:
PART I
BASIC LICENSE PROVISIONS
1. Description of License Property:
An underground crossing of SANBAG property at Texas Street northerly of Redlands
Boulevard and southerly of Stuart Avenue, in the City of Redlands, County of San
Bernardino, on the Redlands Subdivision at Mile Post 8.36 as shown on Exhibit "A"
Approximate area:
One Thousand Five Hundred Square Feet (1,500 Sq. Ft.)
2. Use of License Property:
Installation, operation, maintenance and repair of one (1) sixty-six inch (66**) RCP storm
drain only, and no other uses 1.1, 610)
3. Commencement Date:
September 1, 2008 0<1.,
4. Term (circle one):
Month-to-Month , unless canceled by SANBAG as provided in Section 1.2
on 30 days' notice
B. N/A menths, eHding N/A 20 NA/, unless eaneeied SANBAG Efs-
pfavided in Seetion 1.2; on 30 days' fletie_e (§1.2)
5. License Fees:
A. Base License Fee:
$N/A per month. payable (circle one):
a. —Hally advanee
b.
Additional License Fee:
Q One time administrative fee: 51,000.00
l,usnAgreennent-SANBAG Vrsion Redlands 1,eu,RRN1)007t,4_, 1 IN,
0 12304
r
b. Other $N1A
C. Base License Fee Adjustment Dates (Not applicable)
a. ,a fl flu lly L,,,sed en GPI
b. At inter-va!s of net less than thfee (-3) yeaFs based on etlffeflt
6. Insurance Amount (See Exhibit "B") (§16)
7. SANBAG's Address:
SAN BERNARDINO ASSOCIATED GOVERNMENTS
c/o Los Angeles County Metropolitan Transportation. Authority
One Gateway Plaza - 13th Floor—RRND007647
Los Angeles, CA 90012-2952
Attn: Director of Real Estate ( 24.1)
8. Licensee's Address:
CITY OF REDLANDS
P.O. Box 3005
Redlands, California 92373 { >24.1}
Attn: Rosemary Hoerning
Director of Municipal Utilities and Public Works Engineering
9. Facility:
One (1) sixty-six inch (66") RCP storm drain Q 1.1)
The foregoing Basic License Provisions and the General License Provisions set forth in attached
Part I1 are incorporated into and made part of this Agreement.
[.ice.. Ann tment SANBAG V:r,ion C, dlar 1. 1'xrs RRND007647 08;•,, ', ;rs:::
Rev;sed 0123,04
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
SANBAG:
SAN BERNARDINO ASSOCIATED GOVERNMENTS
Name. Velma C. Marshall
Title: Director of Real Estate
For: Los Angeles County Metropolitan Transportation Authority
As: Agent for SANBAG
LICENSEE:
CITY OF REDLANDS
By: £ sal
Z
Name: ,,ion Harrison
Title: ./Mayor
ATTEST:
Lorr;Ve Poyze;r�,/;-ti ty Clerk
License Ag.eejnent--ti. NB 1C3 Verion
Re 121,04
. �
� .
~ ^
INDEX TO LICENSE AGREEMENT - PART 11
Section pa�,e
l. GRANT OFLICENSE/TERM................................................................................ ............. .....l
2. PAYMENTS----------------.—...—.----------...—.--------'l
3. TAXES.........................................................................................................................................
4. CONSTRUCTION.---.....—..._—.-----_—.—.--._—.------------2
5. 08; APPROVAL AND INSURANCE...................................... ...................... .2
0. REIMBURSEMENT .............................................. ............................... ............... ....................3
7. LIENS .... ................................................................................................. .............................
--]
Q. MAINTENANCE AND REPAIR........................................... ..................................------3
9. LANDSCAPING ...................................................... ....... ....................... — ....... ........
---�3
lO. USE............ ............................................................. ................ ............... .... —.....................'3
lLAB --------------------------------------'4
l2. BREACH .................................................................. ................... ...... .............. — ..........—'4
!l SURRENDER................. ............................................................ ......................................... 4
14. INDEMNIFICATION--------------------------------------4
l5. ASSUMPTION ()yRISK AND WAIVER ....................... ................... .............. ....... ...........
�5
10. INSURANCE-----------------------------------------'5
l7. TESTS AND INSPECTIONS................... ......... .........—....... —......-------------j
l& HAZARDOUS/TOXIC MATERIALS USE AND IN[)EMNITY .......................
19. UNDERGROUND STORAGE TANKS............... ....... ................ ............................... —...—b
2A. SUBORDINATE RIGHTS................ ..................................................................................... d
21. COMPLIANCE WITH LAWS..................................................................................... ..........-h
22. 0 -----..—~..._.....---.—.—..—_—.---.----------7
l]. MARKERS............................. ............................... .—. ........... ............. .............. ...............
7
24. GENERAL PR(}l/ISI }YqS ................................ ............... ........ ......... ...... ...... ...........
--7
Exhibits:
"/\" Ijccome
"B" Insurance Requirements
"C" Permitted Hazardous Materials
"D" Additional Provisions
uowtisc.%arem^°''uAwa^oVersion a'd/u"waxa°wnwouura+roa/umxInk
uo..uanxrm+ �v
PART 11 - GENERAL LICENSE PROVISIONS
1. GRANT OF LICENSE/TERM
1.1 Grant of License. SANBAG hereby grants a 11«11-exclusive license to LICOnSeC in,
on, over, under, across and along the real property of SANBAG in the location shown in the diagrarn 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 Facility described in Item 9 of the Basic License
Provisions, and any usual, necessary and related appurtenances thereto (the "Facility"), for file 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 Facility. In connection with this grant of license, Licensee, its employees, agents, custorners,
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 SANBACJ if necessary for the use of the Facility or
the License Property, with the time and manner Of Such entry and access to be subject to SANBAG's prior written
approval. 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 Agreement. The term of this Agreement shall cormlience on the
Z�
"Commencement Date" specified in Item 3 of the Basic License Provisions, Unless a specific term of this Agreernent is
filled in at Item 4.13 of the Basic License Provisions, or if Itern 4.A is circled, this ALlreeincrit shall continue in full force
and effect on a month-to-month basis as provided in Itern 4.A of the Basic License Provisions until terminated by either
party on thirty (30) days'prior written notice. If Item 4.13 of the Basic License Provisions is filled in, then this Aorecanent
shall be a license for the term specified in said Item 4.13; provided, however, that SANBAG shall have the right to
terminate this Agreement prior to the date specified in Item 4.13 by delivering thirty (30) days' prior written notice to
Licensee, provided that SANBAG, in its sole, reasonable judgment, determines that it then may require possession of the
License Property for its primary, transportation-related purposes. The term of this Agreement as provided above is
referred to as the "Term".
1.3 Condition of License Property. Licensee acknowledges that it has inspecicd and
accepts the License Property in its present condition as suitable for the use for which this Agreement is urantcd.
Execution of this Agreement by Licensee shall be conclusive to establish that the License Property is in good <ind
satisfactory condition as of the Commencement Date.
2. PAYMENTS
2.1 License Fee. As consideration for file rights herein granted, Licensee agrecs to pay
to SANBAG the amount per month specified in Item 5 of the Basic License Provisions, as such allr0tint 11MV be ddJUSt"d
as set forth in Section 2.2. If Item -5.B.a of the Basic License Provisions is circled. the one time fee noted therein sIr Ili be
due and payable upon execution of this Agreement. If Item 5,B.b of the Basic License Provisions is circled, the fee noted
therein shall be due and payable as indicated in that item. If Item i.A.a of the Basic License Provisions is circled, an
amount equal to twelve (12) times the Base License Fee, as such fee may be adjusted pursuant to the, provisions of
Section 2.2, shall be due and payable, without demand, annually in advance for the convenience of both parties, without
affecting the Term of this Agreement as specified in Section 1.2. If Item 5.A.b of the Basic License Provisions is circled,
the first month's Base License Fee noted therein shall be due and payable upon execution of this Agreement. Thereafter,
the Base License Fee, as such fee may be adjusted pursuant to the provisions of Section 2.2, shall be due and payable,
without demand, on or before the first day of each calendar month succeeding the Commencement Date during the Term,
except that the Base License Fee for any fractional calendar month at the commencement or end Of the Term shall be
prorated on a daily basis.
2.2 License Fee Adjustment.
2.2.1 Annual CPI Adiustment. If Itern 5.C.a of the Basic License Provisions i,;
circled, their the Base License Fee shall be increased, but riot decreased, as Provided below on the first clay of cath month
durinz which an annual anniversary of the Commencement Date occurs unless another date(s) is provided in Itern 4 th,:-
Basic License Provisions (the "Acfiu The adjusted Base License Fee as of each Adjustment Date }hAl hk�
the greater of the Base License Fee on the day preceding that Adjustment Date or that amount multiplied bN a fnjcfion, Ifle
numerator of which is the CPI figure for the third month [)receding the month during which the particular Adjut inwni
Date OCCUrs and the denominator of which is file CPI figure for the month that is three (3) months prior to the nu nth
hcen,v Agreement—SANBAG Version kvdlandI exa, 1" )8 nl,-
Revised 012304 11
containing the prior Adjustment Date or, if none, the Commencement Date. As used in this section, the "ClIl" means the
Consumer Price Index for Urban Wage Earners and Clerical Workers. Los Arigeles!Riverside,'Or,,iiige County, all items
(1982-84 = 100), published by the U.S, Department of Labor, Bureau of Labor Statistics, or if such index is no longer
published, the U.S. Department of Labor's most comprehensive official index their in use that most nearly corresponds to
the index named above. If it is calculated from a base different from the base period 1982-84 = 100, figures use(] for
calculating the adjustment shall first be converted to the base period used under a formula supplied by the Bureau. If a
comparable index shall no longer be published by the U.S. Department of Labor, another index generally recognized as
authoritative shall be substituted by SANBAG.
2.2.2 Fair Market Adjustment. If Item 5.C.b of the Basic License Provisions is
circled, then, at intervals of not less than three (3) years, the Base License Fee (as such fee may be adjusted by
Section 2.2.1, above) payable under this Section 2 shall be increased, but not decreased, in order to adjust the fee to the
then fair market rental value of the License Property as determined by SANBAG in good faith. Such increases shall be
effective on an anniversary date of the Commencement Date. SANBAG shall give Licensee written notice of the date and
amount of any such adjustment not less than thirty (30) days prior to the applicable anniversary date. If no adjustment is
made on the third anniversary of the Commencement Date, an adjustment may nevertheless be made on a SL1bSCCJucn1 date
and thereafter at intervals of not less than three (3) years apart.
2.3 Late Charr-,e. Licensee acknowledges that late payment by Licensee of any payment
owed to SANBAG under this Agreement will cause SANBAG to incur costs not contemplated by this Agreement, the
exact amount of such costs being extremely difficult and impracticable to fix. Therefore, if any pa\ruent due from
Licensee is not received by SANBAG within five (5)days of when due, Licensee shall pay to SANBAG an additional sum
of ten percent (10%) of the overdue payment as a late charge, Lip to a maximum amount of$500 for each late pl,Mrocnt.
The parties agree that this late charge represents a fair and reasonable estimate of the administrative costs that SANBAG
will incur by reason of a late payment by Licensee. Acceptance of any late payment charge shall not constitute a waiver of
Licensee's default with respect to the overdue payment, nor prevent SANBAG from exercisinoy any of the other Yiohis tend
remedies available to SANBAG under this Agreement, at law or in equity. including, but not limited to, the interest choil-c
imposed pursuant to Section 24.5.
3. TAXES
Licensee shall be liable for and agrees to pay promptly and prior to delinclUCtICN, any tax or
assessment, including but riot limited to any possessory interest tax, levied by,any governmental authority: (a) against the
Facility. the License Property and/or any personal property, fixtures or equipment of Licensee used in connection
therewith or(b) as a result of the Facility's operations.
4. CONSTRUCTION
Any work performed or caused to be performed by Licensee on the Facility or the License
Property shall be performed (a) at Licensee's sole cost and expense, M in accordance with any and all applicable
rules and regulations (including the SANBAG's rules and regulations), and (c) in a manner which is (i) CCILial to or greater
than the then applicable standards of the industry for such work, and (ii) satisfactory to SANBAG. Prior to
commencement of any construction, reconstruction, installation, restoration, alteration, repair, replacement or ternoval
(other than normal maintenance) (hereinafter, "Work") on the License Property, Licensee shall submit work plans, to
SANBAG for review and approval. Any such Work must be carried out pursuant to work plans approved in writing by
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 Facility, except in cases of emergency, in which event
Licensee shall notify SANBAG's representative personally or by phone prior to commencing any Work. Unless otherwise
requested by SANBAG, upon completion of any Work' Lice;isee shall restore the SANBAG Property to its condition
immediately preceding the commencement of such Work.
5. CONTRACTORS; APPROVAL AND INSURANCE
Any contractors of Licensee performing Work on the Facility or the License Property shall
first be approved in writing by SANBAG. With respect to such Work, Licensee shall, at its sole cost and expense, obtain
and maintain in full force and effect throughout the term of such Work, insurance, as required by SANBAG, in the
amounts and coverages specified on, arid issued by insurance companies as described on, 1`xhibit "B". Additionally,
Licensee shall cause any and all of its contractors and subcontractors which may (i) be involved with such \�Vork, or Iii)
may, for any reason, need to enter onto the License Property to obtain and maintain in full force "Ind effect durin" the
I.icenseA&,reenient-SANBAG Version RRNI)0107(-4708 I-i,,8 ml,
ReN iSed 0 12304
Term of this Agreement, or throughout the term of such Work (as applicable), insurance, as required b� SANBAG. in tht:
amounts and coverages specified on, and issued by insurance companies as described on, Exhibit "B". SANBAG reserves
the right, throughout the Term of this Agreement, to review and charn-se the amount and type of insurance co%erage it
requires in connection with this Agreement or the Work to be performed on the License Propertv,
6. REIMBURSEMENT
Licensee agrees to reimburse SANBAG for all reasonable costs and expenses incurred by
SANBAG in connection with Work on or maintenance of the License Property or the Facility, including, but not limited
to, costs incurred by SANBAG in furnishing any materials or performing any labor, reviewing Licensee's Work plans
and/or inspecting any Work, installing or removing protection beneath or along SANBAG's tracks, furnishing of
watchmen, flagmen and inspectors as SANBAG deems necessary and such other items or acts as SANBAG in its sole
discretion deerns necessary to monitor or aid in compliance with this Agreement,
7. LIENS
Licensee will fully and promptly pay for all materials joined or affixed to the Facility or
SANBAG Property, and fully and promptly pay all persons who perform labor upon said Facility or SANBAG Property.
Licensee shall not suffer or permit to be filed or enforced against the SANBAG Property or the Facility, or any part
thereof, any mechanics', materialmen's, contractors', or subcontractors' liens or stop notices arising frorn, 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 lien, claim or demand by furnishing a statutory hen 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 Oncludini; I)v 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 ncccssary
to protect SANBAG against liability for all such liens and claims. The provisions of this section shall survive the
termination of this Agreement.
8. MAINTENANCE AND REPAIR
Licensee, at Licensee's sole expense, shall maintain the License Property and the Facility in a
first-class condition during the Term of this Agreement and shall perform all maintenance and clean-up of the License
Property and the Facility as necessary to keep the License Property and the Facility in good order and condition, to
SANBAG's satisfaction. If any portion of the SANBAG Property, including improvements or fixtures. Suffers darmwe by
reason of the access to or use of the License Property, by Licensee, Licensee's Parties or by Licensee's partners, officers or
directors, including but not limited to damage arising from any tests or investigations conducted upon the License
Property, Licensee shall, at its own cost and expense, immediately repair all such damage and restore the SANBAG
Property to as good a condition as before such cause of damage occurred. Repair of damage
e shall include, Without
limitation, regrading arid resurfacing of any holes, ditches, indentations, mounds or other inclines created by any
excavation by Licensee or Licensee's Parties.
9. LANDSCAPING
If required by SANBAG, then Licensee, at its sole cost and expense, shall install barrier
landscaping to shield the Facility from public view. SANBAG shall have the right to review and approve landscaping
plans prior to installation. All landscaping xork shall be done in accordance with the provisions of Section 4 above,
10. USE
The License Property and the Facility shall be used only for the purposes specified in Itcrrr2
of the Basic License Provisions and for such lawful purposes as may be directly incidental therc[o, No chaiwe shall I)C
made by Licensee in the use of the License Property, the Facility or the commodity or product beim.;comcvcd throuOl the
Facilitv (if any} without SANBAG's prior written approval,
License Au,_,ement-SANHAG Version n„is
Revisod 012304
. .
` .
D. ABANDONMENT
Should Licensee manytime abandon the use nf the Facility of, the License Property, orany
pm`thereof, or fail at any time for 000douuvx period of ninety wO days to use the same for the purposes contemplate(]
herein. tbno this Agreement shall terminate to the extent ofthe portion on abandoned or discontinued, and in addition /o
any other rights or remedies. SANBAGsbaU immediately hcentitled to exclusive possession arid ownership of the portion
xoabandoned o,discontinued, without the encumbrance nfthis Agreement.
l%' BREACH
Should Licensee breach. or fail to korp, ohucne or perform any agreement, oovenuot, term or
condition on its part herein contained, ,hen, in addition to any other available rights noJ romedim. SAN86Gat its option
may:
bV perform any necessary orappropriate corrective work a( Licensee's expense, which
Licensee agrees mpay,o SANBAGupon demand,or
(b) with v,without written notice ordemand, immediately tenninv^c`hioAgreement and
at any time thereafter, recover possession of the License Property or any part thereof, and expel and mmo,c that-Jmm
Gocnscn and any other person occupying the License yrupc,/y by luw(v| mcaux, and again repossess and enjoy the
License Property and the Facility, without prejudice to any of the remedies that SANBAG may have under this Agrecolent,
u/law orequity hyreason ofLicensee's default o/nfsuch termination.
13. SURRENDER
Upon termination ofthis 6g000mcot, uo}ras otherwise mqnoaua0 in writing by3A08AG prior
to the date nftermination, Dc00000, at its own cost and oxponoe, ohu|| immediately remove the Faci|i'yarid ,u,zorn the
SANDA0Property ux nearly as possible mthe same state and condition as existed prior to the construction, reconstruction
or installation of said Facility. Should Licensee fail'ocomply with the requirements of the preceding sentence, SANDAG
may at its option (i) perform the same u/Licensee'aexpense, which costs licoouoc agouoo copay|o 3AND&6 off demand,
or (ii} xuoome bUc and ownership of said Facility. No ,onniouhnn hereof shall m|mxe Licensee front uny {iabi|i/y or
oh|igodno hereunder. whether of indemnity nrotherwise, mou|bxg from ouy ucu, omissions or events happening prior to
the date the Facility iaomovcdand the 3AN8AGProperty iarestored.
14. INDEMNIFICATION
Dcmuxce, on behalf of itself arid its successors and uouiana. uormoa /o indemnify. d:[r"d (by
counsel audafuomry to 5ANB&6), arid hold bmonioxa 8&NB&G and its subsidiaries, officmrs, directors. mmp!oy�uy.
agents,successors and assigns (individually and collectively. ''1ndeoni tees"), to the mnximumextent allowed by|uw, from
and uznino/ oU |oxs, iiubi\ity, c}aime, dnmoodu. suits. Ucno, claims of lien, damages (including consequential damn",us).
costs and expenses (ino\vdioD. without |imitation, any fines, penalties, judgments, litigation oxpcoum. arid experts' and
attorneys'fees), that are incurred by or asserted against Indemnitees arising out of or connected in any manner will) 0) !he
acts o, omissions to act of the Dccoymr, or its o0cos, dinzmm. uffUiateo. Licensee's Parties or nuynnc directly of-
indirectly
rindiocdy employed by o, /or wbnuc acts Licensee is |ioh|e (collectively, "Personnel") o, invitees of Licensee in
connection with the S�NB&G Property or arising from the presence upon or performance of activities by Licensee o/ its
Personnel with respect ,othe 3AND&GProperty, (ii) bodily injury mo, death nfany person (inc|vdingcmp|oycea of
Indemnitees) or damage to o,|nau of use of property ncsv}hng from such acts oromioaiono of Licensee or its Personnel, o,
(iii) nou'perfnonumco or breach by Licensee or its Personnel n/ any term or condition of this Agp:cment, in each case
whether occurring during the Term ofthis Agreement nrthereafter.
The foregoing indemnity shall be effective ,ugond|csa of any negligence (whether uctivc,
pusoivo, do,i,u.ivm, joint, concurring or comparative) on the part of lndc000iteco, uo\~o caused xv|e|y by ,h, -,,oao
nng|igroncoorwillful misconduct nfIndemnitees; sbo|| survive termination uf 'hiu Agreement: and is in addibn" ,o uny
other rights or remedies which Indemnitees may have under the |nw,orunder this Agreement. Dpoo request of SA0BAG.
Licensee abn\| provide insurance coverage for pnadb(o claims or |uours covered by /he indennoihcahon and dufcnxe
provisions of this Agreement,
Claims against the Iodrmuitees by Liouoaun or its P000nxu| shall not |imi/ /he Liocnuuu's
indemnification o6|i&odous hereunder in mny w*y, whether or not mch o|ximx against Indemnitees may rcuui` in my
uc°"s°Auv,mmn,-uAmauov°n.vn xeumnoor,,""nawonora4romL;mo �n/u
me.w°un1um4 4
limitation on the amount or type of damages,compensation, or benefits payable by or for a Licensee or its Persotincl tinder
workers'compensation acts,disability benefit acts or other employee benefit acts or insurance.
15. ASSUMPTION OF RISK AND WAIVER
To the maximum extent allowed by law, Licensee assumes anv and all risk of loss. daura tte or
injury of any kind to any person or property, including without limitation. the Facility, the SANBAG Property it)(] any
other property of, or under the control or custody of, Licensee, which is oil or near the License Property. Licensee's
assumption of risk shall include, without limitation, loss or damage caused by defects in any structure or itn'proverrient on
the SANBAG Property, accident or fire or other casualty on the SANBAG Property, or electrical discharge, noise or
vibration resulting from SANBAG's transit operations on or near the SANBAG Property. The terns "SANBAG" as used in
this section shall include: (i) any transit or rail-related company validly operating upon or over SANBAG's tracks or other
property, and 60 any other persons or companies employed, retained or engaged by SANBAG. Licensee, (ill behalf' of
itself and its Personnel (as defined in Section 14) as a material part of the consideration for this Agreement, hereby waives
all claims and demands against SANBAG for any such loss, damage or injury of Licensee and/or its Personnel' In that
connection, Licensee waives the benefit of California Civil Code Section 1.542, which provides as follows:
A general release does riot extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.
The provisions of this section shall survive the termination of this Agreement,
16. INSURANCE
Licensee, at its sole cost and expense, shall obtain and maintain in full force and effect during
the Term of this Agreement insurance as required by SANBAG in the amounts and coverages specified and issued by
insurance companies as described on Exhibit "B". SANBAG reserves the right, throughout the Tent of this Agreement,
to review and change the amount and type of insurance coverage it requires in connection with this Agreement or the
Work to be performed on the License Property. Prior to (i) entering the License Property or (it) performing anv Work or
maintenance on the License Property, Licensee shall furnish SANBAG with insurance endorsements or certificates
evidencing the existence, amounts and coverages of the insurance required to be maintained hereunder. In most instances,
SANBAG does not allow self-insurance, however, if Licensee can demonstrate assets and retention funds niceti1w,
SANBAG's self-insurance requirements, SANBAG may permit Licensee to self-insure, provided, however that the right to
self-insure with respect to any coverage required to be maintained hereunder may be granted or revoked by SANBAG at
its sole and absolute discretion. SANBAG shall not be liable for the payment of any premiums or assessments for
insurance required to be maintained by Licensee tinder this Agreement.
17. TESTS AND INSPECTIONS
SANBAG shall have the right at anytime to inspect the License Property and the l-acility 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 riot owned by
SANBAG) or SANBAG operations, SANBAG shall be permitted to conduct ativ tests or ass'OSIllentS, including but no'l
limited to environmental assessments, Of, oil or about the License Property, as it'determines to be necessary or useful to
evaluate the condition of the License Property, Licensee shall cooperate with SANBAG in any tests or inspections
deemed necessary by SANBAG. Licensee shall pay or reimburse SANBAG, as appropriate, for all reasonable costs art(]
expenses incurred due to the tests, inspections or any necessary corrective work and inspections thereafter,
18. HAZARDOUS/TOXIC MATERIALS USE AND INDEMNITY
Licensee shall operate and maintain the License Property in compliance with all. and shall nest
cause or permit the License Property to be in violation of any federal, state or local environmental, health and
safety-related laws, regulations, standards, decisions of the court,,,, permits or permit conditions, currently existing oras
amended or adopted in the future which are or becorne applicable to Licensee or the License property FEnvironnoental
La vs"). Except for Hazardous Materials expressly approved by SANBAG in \vritiniT as shown on Exhibit "C". Liccnsce
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. Ariv Hazardous Maieriak� on the
site shall be stored, used, generated arid disposed of in accordance with all applicable En I virontuental Lays. A:� 114cd
hcense Agreenivrit—SANBAG Version kedhn,k rcxakRNDWfiat 70r,13,(Ps rid,
Revised(112304
herein, "Hazardous Materials" means any chemical, substance or material which is nosy 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 shall indemnify. defend (by counsel acceptable to SANBAG) and hold harrnlcst the
Indernnitees (as defined in Section 14) from and against all loss, liability, claim, darnage, cost or expense ('including
without limitation, any fines, penalties, judgments, litigation expenses, attrnevs' 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 4 Hazardous Materials upon or fr'orn the Facility of- the License Property or
contamination of the SANBAG Property or adjacent property (i) which occurs due to the use,and occupancy of the Facility
or the SANBAG Property by Licensee or Licensee's Parties, or (ii) which is made worse due to the act of-failure to act of
Licensee or Licensee's Parties.
The foregoing indernnity shall be effective regardless of any negligence (whether fictive,
passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the. gross
negligence or willful misconduct of Indemnitees; 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.
In addition, in the event of any release on or contamination of the License Property, Licensee,,
at its sole expense, shall promptly take all actions necessary to clean up the affected property (including the SANBAG
Property and all affected adjacent property -- whether or not owned by SANBAG) and to return the affected property to
the condition existing prior to such release or contamination, to the satisfaction of SANBAG and an%, oovernnictital
authorities having jurisdiction thereover.
19. UNDERGROUND STORAGE TANKS
NEITHER LICENSEE NOR LICENSEE'S PARTIES SHALL INSTALL OR USE ANY
UNDERGROUND STORAGE TANKS ON THE LICENSE PROPERTY UNLESS SPECIFICALLY APPROVED IN
ADVANCE IN WRITING BY 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 ant 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 afiv coverninental
authorities having jurisdiction thereover, and deliver to SANBAG a copy of a certificate of closure issued for such tanks
by the appropriate governmental authority.
20. SUBORDINATE RIGHTS
This Agreement is subject and subordinate to the prior find continuing right and obligation of
SANBAG, its successors and assigns, to use the SANBAG Property in the exercise Of its powers and in the performance
of its duties, including those as a public transportation body. Accordingly, there is reserved and retained unto SANBA(JX,
its successors, assigns and permittees, the right to construct, reconstruct, maintain arid use existing and future rail [racks,
facilities and appurtenances and existing and future transportation, communication, pipeline and other facilities <incf
appurtenances in, upon, over, under, across and along the SANBAG Property, and in connection therewith the right to
grant and convey to others, rights and interests to the SANBAG Property on (lie License Property and in the vicinity of
Facility. This Agreement is subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances,
liens, claims and other matters of title ("title exceptions") which may affect the SANBAG Property now or hereafter, art(]
the words "grant" or "convey" as used herein shall riot be construed as a covenant against the existence of any such title
exceptions,
21. COMPLIANCE WITH LAWS
Licensee shall comply with all applicable federal. state and local laws, regulation, rules and
orders fit its work off, or maintenance, inspection, testing or use of, the Facility and the SAINBAG Property and Shall
furnish satisfactory evidence of such compliance prornptlV upon request of SANBAG. SANBAG inav enter the. Li,:Onsc
Property to inspect the Facility at any tr-ITIC, Uf)011 provision of reasonable notice of inspection to Licensee. Licen-,,ec Shall
obtain all required permits or licenses required by any governmental authority for its use of the License Property and thu
Facility, at its sole cost and expense,
Lianse ,redmwnt-SANBAG Version k�,HandT,xa,RRND00-647 0S 1 r,8 nd,
kevked 012304
22. CONDEMNATION
In the event all or any portion of the License Property shall be taken or condemned for public
use (including conveyance by deed in lieu of or in settlement of condemnation proceedings), Licensee shall receive
compensation (if any) only for the taking arid damage to the Facility. Any other compensation or damages arising our of
such taking or condemnation awarded to Licensee are hereby assigned by Licensee to SANBAG.
23. MARKERS
Project markers in form and size satisfactory to SANBAG, identifying the Facility and its
owners, will be installed and constantly maintained by and at the expense of Licensee at such locations as SANBAG shall
designate. Such markers shall be relocated or removed upon request of SANBAG without expense to SANBAG.
Absence of markers in or about SANBAG Property does riot constitute a warranty by SANBAG of the absence of
subsurface installations.
24. GENERAL PROVISIONS
24.1 Notices. All notices and demands which either party is required to or desires to sive
to the other shall be made in writing by personal deliver}. 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 giving i i
. ng written notice thereof to the other party in the manner herein provided. Notices shall be
effective only upon receipt by the party to whom notice or demand is given.
24.2 Non-Exclusive License. The license granted herein is not exclusive and SANBAG
specifically reserves the right to grant other licenses within the License Property.
24.3 Governing Law. This Agreement shall be governed by the laws of the State of
California.
24.4 Severabilitv. If any terni, 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 fw
invalid, void or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this AgrCOMU111, or the
application thereof to any person or circurnstance, shall remain in full force and effect and shall in no �xav he affected.
impaired or invalidated thereby.
24.5 Interest on Past-due ObliiYations, Except as expressly herein provided, any anIOUnt
due to SANBAG that is not paid when due shall bear interest, from the date due, at the triaxiniurn rate then allov"ahic by
law. Such interest will be due SANBAG as it accrues. Payment of such interest shall not excuse or cure any default by
Licensee tinder this Aureernent, provided, however, that interest shall not be payable on late charges incurred by Licensee.
24.6 Captions. The captions include(] in this Agreement are for convenience only and in
no way define, limit, or otherwise describe the scope or intent of this Agreement or any provision hereof, or in any way
affect the interpretation of this Agreement.
24.7 Survival of-Obligations. All obligations of Licensee hereunder not fully performed
as of the expiration or earlier termination of the Term of this Agreement shall survive the expiration or earlier termination
of this Agreement, including without limitation, all payment obligations with respect to License Fees arid all obligations
concerning the condition of the SANBAG Property and the Facility.
24.8 Waiver of Covenants or Conditions. The waiver by one party of the performance of
any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be considered a wai\cr b-1
it of any other covenant or condition under this Agreement.
24.9 Effective Date/Noribindirn, Offer. Submission of this License for (:xrminatimi or
signature by Licensee does not constitute an offer or option for license, and it is not effective as a license 2 or othca%i,u
until executed and delivered by both SANBAG and Licensee. Each individual executitw this ljccuse to behalf ()f-
SANBAG or Licensee represents and warrants to the other party that he or she is authorized to do so,
License Agreement—SANHAG Versj()jj Redkmdsl'exa,>RRNJ)t ,7047
Re,,ised 012304
24.10 Amendment. This Agreement may be,Intended at anv time by the written agreement
of SANBAG and Licensee. All amendments, changes, revisions, and discharges of this Agrecincru in whole or in parl,
and from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall
be in writing and executed by the parties hereto .
24.11 Assignment. This Agreement and the license granted herein are personal tot 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 pri( it of,
)r written conser
SANBAG, which may be withheld in SANBAG's sole and absolute discretion, and any attempted act in violation of [lie
foregoing shall be void and without effect and give SANBAG the right to immediately terminate this Agreement.
24.12 Attorneys' Fees. In any judicial or arbitration proceeding involving performance
under this Agreement, or default or breach thereof, the prevailing party shall be entitled to its reasonable attorney's fees
and costs.
24.13 Nondiscrimination. Licensee certifies and agrees that all persons employed thereby
and/or the affiliates, subsidiaries, or holding companies thereof and any contractors retained thereby with respect to the
License Property are and shall be treated equally without regard to or because of race, religion. ancestry, national origin.or
,sex, and in compliance with all federal and state laws prohibiting discrimination in employment, including but not limited
to the Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act: and the California Fair Employment
Practices Act.
24.14 Further Acts. Licensee agrees to perform any further acts and to eXCCUIC and deliver
fit 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 Facility and the license granted hereby.
24.15 Termination for Public Project. Licensee hereby expressly recognizes and m,rces that z
X /V
the License Property is located on SANBAG property that may be developed for-public projects and programs whicl
I ma\ V/
be implemented by SANBAG or other public agencies, such as, but not limited to: rail and bus transioxays. Nv
bikeav
walkways, beautification projects and other public uses (collectively "Project"), and that Licensee's use of the License S Alb G
Property under this License is an interim use. AccordinUiv, as a condition to entering into this License. SANBAG
expressly reserves the right to terminate the License for any of such public Project. Licensee expressly acknowledges and /9
agrees that: (1) SANBAG may terminate this license for any public project; (2) Licensee will NOT oppose any Public At�
Project when planned or implemented on or adjacent to the License Property: and (3) in the event SANBAG terminates
this License and requires Licensee to vacate the License Property for any—public Project. Licensee ('a)
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. §4601 et seq. andior the California
Relocation Assistance Law, as amended, California Government Code §7260 et seq; and (b) shall not be entitled to any
compensation under the eminent domain law, as a result of such termination and vacation of the License Property.
24.16 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, after, make changes as required by SANBAG, relocate or
remove its Facility at Licensee's sole cost and expense.
24.17 Time of Essence. Time is of the essence,
24.18 No Recording. Licensee shall not record or permit to be recorded in the official
records of the county where the License Property is located, this Agreement, any mernorandurn of this Agreenicrit or any
other document giving notice of the existence of this Agreement or the license granted hereby.
24.19 Revocable License, Licensee agrees that notwithstanding the inipr(.wenicrus made
by Licensee to the License Property or other sums expended by Licensee in furtherance of this Agreement, ffw license
granted herein is revocable by SANBAG in accordance with the terms of this Agreement.
2420 Entire Agreement: -'oornendirients, This Agreement and the Exhibits hercio corer titutc
the entire agreement between the Parties with respect to the subject matter hereof and supersedc all prior verbal or v,,ritwn
agreements and understandings between the Parties with respect to the iterns set forth herein. This Agreenleni Ina\ be
amended at any time by the written agreement of SANBAG and Licensee. All amendrilents, changes, revisions, and
Licenie Amernew SANBAG Ver4wm
Redlands (coat RWND00764,0A 13 1)ti nd,
Revised 012304
discharges of this Agreement in whole or in part, and from time to time, shall be binding upon the parties despite anti lack
of legal consideration,so long as the sank;shall be in writing and executed by the parties hereto.
24.21 Additional Provisions. Those additional provisions set forth in Exhibit "D", it- anv.
are hereby incorporated by this reference as if fully set forth herein.
License Agreement-SANBAG Version
kc,i�ed 012304 R,11,md, 1�vi,
E
c
y
STUART AVE
SANBAG PROPERTY LINE MP f8.36
Tory
. -.._ _xNAT?nzNo
ll�
SANBAG PROPERTY LINE
66" RCP STORM DRAIN
ORIENTAL BLVD
.. . _ __..... .-------.....
...
.____.-
Exhibit —B"
INSURANCE REQUIREMENTS FOR LEASES, LICENSES, AND PERIMITS
Lessee, Licensee. or Permittee shall procure and maintain, for the duration of t11 e contract, inSLJrauCL1
against claims for in'uries to persons or damages to property which may arise from. or in connection With,
the use of SANBA8 and METRO property hereunder by the Lessee, Licensee, or Permittee, his agents,
representatives, employees or subcontractors.
Minimum Scope of Insurance (Check all applicable boxes)
Coverage shall be at least as broad as:
[57\11 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office Form No. CA 0001 (Ed. 1187) covering Automobile Liability. code I
(any auto).
Worker's Compensation insurance as required by the State of California and Employer's Liability
Insurance.
Course of Construction insurance form providing coverage for "all risks" of loss.
Property insurance against all risks of loss to any tenant improvements or hetterments.
Insurance Services Office Railroad Protective Liability
Contractor's Pollution Liability with coverage for:
I
a. bodily injure, sickness, disease, mental anguish or shock sustained by any person,
including death;
b. property damage including physical injury to or destruction of tangible property including
the resulting loss of use thereof, clean-up costs. and the loss of use of tangible property
that has not been physically injured or destroyed:'
C. defense, including costs, charges and expenses incurred in the investigation, adjustment or
defense of claims for such compensatory damages; and
z:1
d. losses caused by pollution conditions that arise from the operations of the contractor
described under the scope of services of this contract.
Minimum Limits of Insurance (Check all applicable boxes)
Lessee, Licensee, or Permittee shall maintain limits no less than:
Vj General Liability: $2,00(?000 per occurrence for bodily injury, personal injury and
M �ro erty damage.
" f Nmmercial General Liability Insurance or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer's Liability. $1,000,000 per accident for bodily injury or disease.
Course of Construction: Completed value of the project.
Properly Insurance: Full replacement cost with no coinsurance penalty provision.
Railroad Protective Liability: $2,000,000 per occurrence. Aggregate limit shall apply separately
to this project/location or the aggregate limit shall be twice the required per occurrence limit.
I t
0 Contractors Pollution Liability: $1,000,000 per occurrence$2,000,000 annual aggregate.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by SANBAG and METRO
At the option of SANBAG and METRO, either: the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects SANBAG and METRO, its officials and employees: or the Lesec,
Licensee, or Permittee shall procure a bond guaranteeing payment of losses, and related imestioations,
claim administration and defense expenses.
1 n Agrectimit—SANBAG Version
Rt"Hands Y,-vls PR N 1)00'647
Exhibit "B"
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
I. SANBAG and METRO, its subsidiaries, officials and employees are to be covered as insureds as
respects: liability arising out of activities performed by or on behalf of the Lessee, Licensee, or
Permittee; products and completed operations of the Lessee, Licensee, or Permittee; premises owned,
occupied or used by the Lessee, Licensee, or Permittee; and automobiles owned, leased, hired or
borrowed by the Lessee, Licensee, or Permittee. The coverage shall contain no special limitations on
the scope of protection afforded to SANBAG and METRO, its subsidiaries, officials and employees.
2. For any claims related to this project, the Lessee, Licensee, or Permittee's insurance coverage shall be
primary insurance as respects SANBAG and METRO, its subsidiaries, officials and employees. Any
insurance or self-insurance maintained by SANBAG and METRO, its subsidiaries, officials and
employees shall be excess of the contractor's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including,:, breaches of
warranties shall not affect coverage provided to SANBAG and METRO, its subsidiariesofficials and
employees.
4. The Lessee, Licensee, or Permittee's insurance shall apply separately to each insured against whomclaim is made or suit is brought, except with respect to the limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either a party, or reduced in coverage or in limits, except after thirty
(30) daysprior written notice by certified mail, return receipt requested, has been given to SANBAG
and METRO.
6. Workers' Compensation and Employer's Liability policies shall contain the inclusion of the SANBAG
and METRO, its Subsidiaries, officials and employees as additional insured, or provide a waiver of
subrogation.
Course of construction policies shall contain the following provisions:
1. SANBAG and METRO shall be named as loss payee.
2. The insurer shall waive all rights subrogation against SANBAG and METRO.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL unless
otherwise approved by SANBAG and METRO.
Verification of Coverage
Lessee, Licensee, or Permittee shall furnish SANBAG and METRO with original endorsements tinct
certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All documents are to be received and
approved by the SANBAG and METRO before work commences. As an alternative, the Lessee, Licensee,
or Permittee may provide complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required by these specifications.
Contractors and Subcontractors
Lessee, Licensee, or Permittee shall include all contractors and subcontractors as insureds Under its policies
or require certificates and endorsements for each contractor and subcontractor. All coverages for
contractors and subcontractors shall be subject to all of the requirements stated herein. The administration
of insurance compliance of contractors and subcontractors shall be subject to audit review by SANBAG
and METRO.
Lic-rise ALroement--SANBAG Versmn
Revsed 012304
Z
Exhibit "C"
Permitted Hazardous Materials
No hazardous materials are permitted to be used or stored on License Property.
Lic-n,w Agreeinew--SANBAG Version
Revised 012304
Exhibit "D-I"
SOUTHER,V CALIFORYN114 REGIONAL RAIL AUTHORITY(SCRRA) REQUIREMENTS
TO BE INCLUDED AS "ADDITIONAL PROVISIONS"
A-1 RIGHT-OF-ENTRY WITH S.C.R.R.A. Licensee's contractor shall enter into a Right-of-Entry
agreement with the Southern California Regional Rail Authority (SCRRA) before performing any
C,
activity on railway corridor property,
A-2 CONTRACTOR'S INSURANCE Licensee's contractor, at its sole cost and expense, shall
obtain and maintain, in full force and effect, insurance as required by SCRRA during the entire
construction period. The Contractor shall furnish copies of the insurance certificates to all affected
operating railroads,
A-3 INSPECTION AND FLAGGING SERVICES Licensee or licensee's contractor must contact
Burlington Northern Santa Fe (BNSF) Maintenance of Way office at (909) 356-4061, to arrange
for inspection and flagging services, a minimum of five (5) working days prior to beginning any of
the following work:
• Personnel will be working within 20 feet of the nearest rail or within railroad right-of-\vay.
This includes aerial as well as subsurface work.
• Equipment will be operating within or adjacent to the right-of-way
• Excavation, grading, and blasting will be undertaken on the right-of-way
Although every effort is made to accommodate your schedule, prior notification does not guarantee
the availability of protective services for the proposed date of construction.
A-4 PROTECTION OF OTHER LINES AND STRUCTURES Licensee or licensee's contractor
shall be responsible for the location and protection of any and all surface, sub-surface, and
overhead lines and structures.
A-5 MARKING OF CABLES AND CONDUITS The contractor shall call BNSF's signal
department (909) 386-4053 a minimum of 48 hours to mark signal and communication cables and
conduits. In case of signal emergencies or grade crossing problems, the contractor shall call
BNSF's 24-hour signal emergency number: 1-800-333-2383.
A-6 PERMISSIONS The Licensee shall obtain permission from any fiber optic, gas or oil lines that
me be located along or across the right of way.
A-7 JACKING AND RECEIVING PITS The face of jacking and receiving pits shall be located a
minimum of 25-feet from the centerline of the nearest track measure(] at right angle to the track
and shall not be located between the track and the automatic signal gate arms.
A-8 If SCRRA shall deem it necessary in the future, to build additional track, tracks or other facilities III
connection with the operation of its railroad, at the request of the SCRRA, the Licensee shall
modify, at its own expense, the proposed utility and/0
' r roadway to conform to the rail line.
P/
0 Initials
hunse Agrecmem—SANBAG'Versjon W07 64, 0'.1z f),�
' ^
~
Exhibit "D-2"
Additional Provisions
I. Paving and Fencina,. Licensee will pave License area with aapbuk or concrete, and Licensee will
construct uchain link fence (or better quality) neumubug u minimum of six (i) feet hi�h anmnd the
entire perimeter of Premises described in Exhibit "A". Licensee shall be �sponoihia for the total
expense offencing and asphalt.
~^
Importation of Soil/Fill 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 certified hazardous waste. testing laboratory and the test results have been
approved by SANBAG's Environmental Consultant. Additionally, any soil currently existing on the
Premises may not be spread on the Premises unless and until it i's characterized as Clean Soil to the
reasonable satisfaction of SANBAG's Environmental Consultant.
3^ Maintenance of Premises. Licensee ohuU keep the Premises free and clear of vvecdu, tmoh,
vcgctution, unauthorized vehicle parking, graffiti and occupancy by transients/homeless persons or
iodividuulu. Licensee shall be fully responsible for ALL maintenance and maintenance that is required
ornecessary in connection with Licensee's use ofPremises.
4` Protection of Underground and Aboveground Installations. Licensee abu|| ensure that i/ and
L.or/meuu ruu/cu prnrmct, from and against any and all darnugc, all underground and uboveAroond
inu/u|}odonx and inoprovcnoco<u, such as pipes, fiber optic lines and vvirca' which may be innpucted by
any work orany use ofthe Yrcnuioou by Licensee.
5. Improvements. I}o<b Licensee and SANBA(} acknowledge that the Premises iu Licensed in ^`/1S IS''
condition and any track monouvul, gruding, 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 lie
cono(ructcd onthe p/cnniaea without S&l�B}\(3's prior vvdkcnapproval. Licensee will bcrcspoxui6|e
for the rcnoovu| of all permitted improvements upon termination of License.
6. Utilities. Licensee shall pay for any and all u(iiidca for its benefit, security and use,
7. Warranties. SA0BA(] makes no vvurrunbrs as to the auitabi|ity of the location for Licensee's
intended use as to zonimg, visibility, traffic count or any other factors vvbioh muy cause Licensee to
want toLicense the premises.
0. Zonina or Permitting. Any perrnha, 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 on|e responsibility.
Copies of permits are to be readily available for inspection by 3/\y4BAG personnel.
V- Signa2e. NO SIGNS PERMITTED on. or along the perimeter ufthe Pnyrniuca unless such signs were
rcqucm1cd and approved under your original proposal and covered by the required insurance.
ucm"eAu=,"e.'-uxmeAsVersion m,mmu"ax"oxnm000r,wou//�mx ",/°