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HomeMy WebLinkAboutContracts & Agreements_262-2022LICENSE AGREEMENT This License Agreement (`Agreement") is made and entered into tl.is 20' day of December, 2022 (`Effective Date"), by and between the City of Redlands, a municipal corporation (`City"); the California Department of Water Resources ("DWR"); and the San Bernardino Valley Municipal Water District ("SBVMWD"). City, DWR, and SBVMWD are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, City is the owner of certain real property located in the City of Redlands and commonly identified as County of San Bernardino Assessor's Parcel Number 0300-231-36-0000 ('Property"), the approximate location of which is shown on Exhibit "A," titled "Site Maps and Photos," which is attached hereto and incorporated herein by this reference; and WHEREAS, DWR has identified locations for the installation of stream gauge stations in key groundwater basins in Southern California pursuant to DWR's Sustainable Groundwater Management Program; and WHEREAS, the Yucaipa Basin Groundwater Sustainability Agency ("YBGSA") is a groundwater sustainability agency formed and created pursuant to California law and SBVMWD is the lead agency of YBGSA; and WHEREAS, DWR works in coordination with various groundwater sustainability agencies created under California law, including YBGSA to develop a comprehensive groundwater management plan; and WHEREAS, the installation of a stream gauge station as provided for in this Agreement will provide YBGSA (and SBVMWD as the lead agency of YBGSA) and DWR data needed to improve water management of groundwaters within YBGSA's geographic boundaries and help protect fish and wildlife; and WHEREAS, City desires to grant DWR a non-exclusive license, subject to termination as set forth in Sections 8 and 14, to enter upon the Property and install a stream gauge station thereon, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: AGREEMENT Section 1. Grant of License. City hereby grants to DWR a non-exclusive license (`License"), subject to termination as set forth in Sections 8 and 14, to enter upon, travel over and through, and use, as the case may be, subject to all of the terms and conditions hereof, the entirety 1 1Acmo\Agreements\DWR License_ Agreement-Stnatn Gauge PY22-0086.docxjin of the Property for the installation, operation, and maintenance of a stream gauge station ("Project"), which stream gauge station shall be located on the Property within the approximate location shown on Exhibit A attached hereto and incorporated herein by this reference. All activities of DWR undertaken in connection with the Project shall be performed in accordance with all applicable federal and state laws and regulations. Section 2. Acknowledgment of License and Disclaimer of Tenancy. A. Pursuant to this Agreement DWR holds only a license to use the Property as set forth herein. DWR acknowledges and agrees that it is not a tenant or lessee of City and holds no rights of tenancy or leasehold in relation to the Property. B. In consideration of City's grant of this License, DWR specifically and expressly waives, releases, and relinquishes any and all rights to assert any claim of right, privilege or interest in the Property other than the License expressly granted pursuant to this Agreement. C. Any consideration paid pursuant to Section 5 of this Agreement is consistent with the value of the rights comprising the License privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest (such as a lease) in the Property. D. DWR further acknowledges and agrees that without the representations and agreements set forth herein, City would not enter into this Agreement. Section 3. Scope of Work. DWR shall furnish all materials and shall perform Project as more particularly described in Exhibit B, titled "Scope of Services," which is attached hereto and incorporated herein by reference, at its own expense. Section 4. Use of Property. A. The Properly shall be used by DWR solely for the purpose of constructing, installing, operating, maintaining, and performing related activities for a stream gauge station, including travelling by vehicle and foot over, on and through the Property for such purposes. The Property is located in a key groundwater basin in Southern California and the installation and operation of a stream gauge station on the property is an important component of DWR's Sustainable Groundwater Management Program. B. Use of the Property shall not jeopardize or endanger the health, welfare, peace or safety of persons visiting, residing, working, or conducting business in the surrounding area. C. During the term of this Agreement, DWR shall comply with all applicable federal and state laws and regulations. D. DWR and its contractors shall not engage in, and shall not perform any acts- that result in, nuisance activities within the Property or in close proximity of the Property, including but not limited to disturbance of the peace, illegal drug activity, public drunkenness, drinking in public, harassment of passersby, gambling, prostitution, sale of stolen goods, public urination, theft, assaults, batteries, acts of vandalism, littering, loitering, graffiti, illegal parking, excessive 2 IAcmo\Agreements\DWR_ License_ Agreemen4Slream_Gauge FY22-0086.docx-jm meets statutory requirements with an insurance carrier acceptable to City ,together with a completed Exhibit "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference.. B. Comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all DWR owned vehicles used in connection with DWR's provision of the services provided for the installation of a stream gauge station on the Property, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Section 12. Public Work/Prevailing Wage. In performing the work associated with the removal or the installation of a stream gauge station on the Property, DWR shall comply with all applicable federal and state laws, including but not limited to any applicable provisions of the California Labor Code. City makes no representation to DWR as to whether the work associated with the installation of a stream gauge station constitutes a "Public Work" as that term is defined by California Labor Code section 1720, and DWR acknowledges and agrees that DWR shall be solely responsible and liable for the determination of whether such work constitutes a "Public Work." DWR further acknowledges that City is not an awarding authority for any contract entered into by DWR for the work associated with the installation of a stream gauge station, nor is City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781. DWR shall indemnify and hold harmless City and its elected officials, officers and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that City or DWR has failed to comply with any applicable provision of the California Labor Code as a direct result of DWR's undertaking of work associated with the installation of a stream gauge station on the Property. This Section 12 shall survive any termination of this Agreement. Section 13. Independent Contractor Status. DWR is for all purposes under this Agreement an independent contractor and shall perform the services for installation of a stream gauge station on the Property as an independent contractor. Neither City nor of its agents shall have control over the conduct of DWR or DWR's employees, except as herein set forth. DWR shall supply all necessary tools and instrumentalities required to perform the services for installation of a stream gauge station on the Property. Assigned personnel employed by DWR are for its account only, and in no event shall DWR or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. DWR shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall DWR have any authority, express or implied, to bind City to any obligation. 5 1:\cmo\Agreoments\DWR License_ Agreement -Stream Gauge PY22-0086.doex-jm Section 14. Assignment; Sub -Licenses. The license granted by this Agreement is personal to DWR. DWR shall not have the right to assign its rights under this Agreement except upon the prior written consent of City, which consent shall not be unreasonably withheld. Any attempt to assign the license granted by this Agreement without the prior written consent of City may, in the sole discretion of City, result in the immediate termination of this Agreement. Section 15. Written Agreement as Entire Understanding of Parties. The making, execution and delivery of this Agreement by DWR has not been induced by any representations, statements, warranties or agreements other than those herein expressed. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties, relating to the grant of this License. This Agreement may be amended or modified only by a written instrument signed by the Parties. Section 16. Attorneys' Fees and Costs. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party in any such action in addition to costs and any other relief, shall be entitled to its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. Section 17. Counterparts. This Agreement may be signed in counterparts or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. Section 18. Electronic Signatures. This Agreement may be executed by electronic signature(s) and transmitted either by facsimile or in a portable document format (.pdf) version by email and such electronic signature(s) shall be deemed as original for imposes of this Agreement and shall have the same force and effect as a manually executed original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of its Effective Date. ATTEST: e Donaldson, City Clerk CALIFORNIA DEPARTMENT OF WATER RESOURCES " z Linus A. Paulus, Manager Acquisition and Appraisal Section Approved as to Legal Form and Sufficiency William D. Pahland, Jr. Atto4ey 6 1:1cmolAgreements\DWR_License_Agreement-Stream Gauge FY22-0086.docx-jm SAN BERNARDING VALLEY MUNICIPAL WATER DISTRICT Heather Dyer, if General Manager l:\cmo\Agreeinents\DWR_License_Agreement-Stream Gauge PX22-0066.docx jm EXHIBIT "A" SITE MAPS AND PHOTOS APN 0300-231-36-0000 SITE MAPS l:lcmolAgreementslDWR_License_Agreement-Stream_Gauge FY22-0086.docxym SITE PHOTOS a 9 I:Icmo\AgreementslDWR_License_Agreement-Stream_Gauge FY22-0U86.docx jm EXHIBIT "B" SCOPE OF WORK The gauge station will consist of monitoring equipment housed in a 30in. x 30in. x 10in. steel National Electrical Manufacturers Association (NEMA) box on the left bank of the channel. The box is mounted on two 2 in. diameter galvanized iron pipes embedded in a hole approximately 8 inches in diameter by 2 feet deep, filled with concrete. A satellite antenna, transmitter and solar panels are attached to the NEMA box. A bubbler conduit will run from the NEMA box to a low point in the channel, just downstream of the bridge. SAMPLE STATION PHOTOS 10 I:lcmo\Agreements\DWR License_Agreement-Stream Gauge FY22-0086.doex jm Exhibit "C" Proof of Self-insurance DGISCALIFORNIA DEPARTMENT OF GENERAL SERVICES Governor Gavin Newsom STATE OF CALIFORNIA PUBLIC LIABILITY AND WORKERS' COMPENSATION INSURANCE FISCAL YEAR JULY 1, 20221 JUNE 30, 2023 To Whom It May Concern: In accordance with Government Code section 11007.4, the State of California has elected to be self -insured for liability exposures. Under this form of insurance, the State and its employees acting in the course and scope of their employment are insured for tort liability arising out of official State business. All claims against the State of California based on tort liability should be presented as a government claim to the Government Claims Program (Gov Code section 900, et. seq.). File Government Claim for Eligible Compensation (ca.gov) I gcinfo@dgs.ca.gov- The State of California has also elected to be insured for its motor vehicle liability exposures through the State Motor Vehicle Liability Self -Insurance Program (VELSIP). This program provides liability coverage arising out of the operations of motor vehicles used by state employees for official state business (California Vehicle Code Sections 17000 and 17001), Motor vehicle liability claims against the State of California should be presented to the Office of Risk and insurance Management, claims@dgs.ca.gov. If your motor vehicle liability claim is not resolved within six months from the date of loss, California law requires you to file a formal claim with the Government Claims Program (Gov Code section 900, et. seq.). File Government Claim for Eligible Compensation (ca.gov) The State of California has a Master Agreement with the State Compensation Insurance Fund regarding workers' compensation benefits for all state employees, as required by the Labor Code. Sincerely, Devon Lima -Mitchell Insurance Analyst Department of General Services Office of Risk & Insurance Management Phone (279) 799-3856 Fax (916) 376-S275 Devon.LimaMitchell@dgs.ca.gov To request updated letter of self-insurance, please submit to riskmanaaement0das.ca.aov Office of Risk and Insurance Management I State of California I Govornment Operations Agency 707 3rd Street I West Sacramento, CA 95605 1 t 916.376.5300 f 916.376.5277 EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self - insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code § 1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. CALIFORNIA DEPARTMENT OF WATER RESOURCES Date: Linus A. Paulus, Chief, Acquisitions and Appraisal Unit 12 IAeiuo\Agreements\DWR_License_Agreement-S4eam_Gauge FY22-0086.docx-jm