HomeMy WebLinkAboutC-3004(F-1) - License Agreement for Construction and Maintenance of Reach No. 2, Groundwater•
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C- 90e (-')
LICENSE AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH
AND THE CITY OF NEWPORT BEACH FOR
WATER LINE INSTALLATION
Table of Contents
1 Permission 1
2 Term 1
3 Compensation 1
4 Construction 2
5 Inspection 2
6 Maintenance 2
7 Relocation 2
8 Abandonment of Pipeline 3
9 Indemnification, Defense, Hold Harmless 3
10 Workers Compensation 3
11 Insurance 4
12 Certifications of Insurance 4
13 Release 5
14 Independent Contractor 5
15 No Assignment 6
16 No Title Interest 6
17 Notice 6
18 No Discrimination 6
19 Attorneys' Fees 7
20 Entirety 7
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LICENSE AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH
AND THE CITY OF NEWPORT BEACH FOR
WATER LINE INSTALLATION
This agreement is made and entered into on this 1&M day of a -�— , 1995, by
and between the CITY OF HUNTINGTON BEACH, a California municipal corporation,
hereinafter referred to as "CITY," and CITY OF NEWPORT BEACH, hereinafter referred to as
"LICENSEE."
WHEREAS, LICENSEE has applied to CITY for permission to install a waterline into the
public right of way, and
CITY desires to allow such encroachment; and
The parties wish to enter into an agreement defining their respective rights and
responsibilities conceming said encroachment,
NOW, THEREFORE, in consideration of the promises and agreements hereinafter
made and exchanged, the parties covenant and agree as follows:
1. PERMISSION
Permission is hereby given to LICENSEE to enter upon and use the public right
of way as depicted on the map attached hereto as Exhibit "A" owned by CITY, for the purpose
of a installing and constructing a 36" water transmission pipeline.
2. TERM
The term of this License shall be for fifty (50) years starting from the date of
execution by CITY. Renewal of this license will require written approval from authorized
officials from both CITY and LICENSEE.
3. COMPENSATION
LICENSEE will pay a one time permit fee of $10,000 which covers plan check,
inspection, base granting fee and construction inconvenience charge. LICENSEE shall pay an
annual fee of zero dollars ($0) for the use of the public right of way.
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4. CONSTRUCTION
The 36" water transmission pipeline and its appurtenances shall be constructed
and maintained in conformance with the conditions of CITY's encroachment permit, and the
plans and specifications submitted to CITY by LICENSEE.
5. INSPECTION
LICENSEE shall provide all required inspection services for the 36" water
transmission pipeline and its appurtenances and certify to CITY that the work has been
completed in conformance with the approved plans, specifications and encroachment permit.
LICENSEE's inspectors shall cooperate with CITY inspection staff to insure the encroachment
permit conditions are met.
6. MAINTENANCE
LICENSEE agrees to care for and maintain the 36" water transmission pipeline
and its appurtenances in good and satisfactory condition as acceptable to the CITY. Any
repairs due to trench settlement over the transmission pipeline, related to installation, will be
the responsibility of LICENSEE, and shall be made within a reasonable time after notification,
at no cost to CITY.
In the event LICENSEE does not maintain or repair any failures of the water
transmission main, in a satisfactory manner, LICENSEE authorizes CITY to perform such
maintenance on LICENSEE's behalf. All costs incurred performing said maintenance shall be
assessed to and billed directly to the LICENSEE. LICENSEE agrees to pay such costs within
ten (10) days of billing.
7. RELOCATION
LICENSEE shall be responsible for all costs and effort associated with the
raising, lowering, or otherwise relocating of any portions of the 36" water transmission pipeline
and its appurtenances that interfere with any CITY gravity dependent facilities to be
constructed. Relocation of any portions of the 36" water transmission pipeline and/or its
appurtenances shall be completed with ninety (90) calendar days of receipt of written notice to
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"Relocate Facilities" from CITY. In the event parts are required for the requested relocation are
not available to LICENSEE, LICENSEE shall order said parts within seven (7) calendar days,
and complete the necessary relocation of affected portions of the 36" water transmission
pipeline and/or its appurtenances within thirty (30) calendar days from receipt of all required
parts.
8. ABANDONMENT OF PIPELINE
At the time LICENSEE abandons its use of any or all portions of the 36" water
transmission pipeline and its appurtenances as shown on Exhibit "A" attached hereto, CITY
and LICENSEE shall agree on an appropriate method of abandonment consistent with the
standard practices in existence at the time of abandonment and LICENSEE shall pay all costs
for the abandonment. CITY also reserves the right to take over ownership of any proposed
portion of the water transmission main to be abandoned by LICENSEE in its current condition,
at no cost to CITY.
9. INDEMNIFICATION, DEFENSE, HOLD HARMLESS
LICENSEE hereby agrees to protect, defend, indemnify and hold and save
harmless CITY, its officers, and employees against any and all liability, claims, judgments,
costs and demands, however caused, including those resulting from death or injury to
LICENSEE'S employees and damage to LICENSEE'S property, arising directly or indirectly out
of the grant of License herein contained, including those arising from the passive concurrent
negligence of CITY, but save and except those which arise out of the active concurrent
negligence, sole negligence, or the sole willful misconduct of CITY. LICENSEE will conduct all
defense at its sole cost and expense. CITY shall be reimbursed by LICENSEE for all costs or
attomey's fees incurred by CITY in enforcing this obligation.
10. WORKERS' COMPENSATION INSURANCE
Pursuant to the California Labor Code Section 1861, LICENSEE acknowledges
awareness of Section 3700 et seq. of said code, which requires every employer to be insured
against liability for workers' compensation; LICENSEE covenants that it will comply with all
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such laws and provisions prior to the encroachment into the public right of way pursuant to this
license.
LICENSEE shall maintain such Workers' Compensation Insurance in an amount
of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each
occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each
employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy
limit, at all times incident hereto, in forms and underwritten by insurance companies
satisfactory to CITY.
11. INSURANCE
a. Self-insurance LICENSEE shall, through its self -insured status, provide general
liability -type coverage for bodily injury and property damage up to and including the first
$1,000,000.
b. Excess Insurance LICENSEE shall carry at all times incident hereto, on all
activities to be performed in the public right of way as contemplated herein, excess general
liability insurance, including coverage for bodily injury, and property damage. Said insurance
shall provide coverage in excess of $1,000,000 as the LICENSEE is self -insured up to and
including this amount. All insurance shall be underwritten by insurance companies in forms
satisfactory to CITY. Said excess insurance shall name the CITY, its officers, agents and
employees as Additional Insureds. LICENSEE shall subscribe for and maintain said insurance
policies in full force and effect during the life of this Agreement, in an amount of not less than
One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall
immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to
waive its subrogation rights against CITY and agrees to provide certificates evidencing the
same.
12. CERTIFICATIONS OF INSURANCE; ADDITIONAL INSURED ENDORSEMENT
Prior to the encroachment into the public right of way pursuant to this license,
LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City
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Attorney evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall provide the name and policy number of each carrier and policy, and shall
state that the policy is currently in force and shall promise to provide that such policies will not
be cancelled without thirty (30) days prior written notice to CITY. LICENSEE shall maintain the
foregoing insurance coverages in force until this Agreement is terminated.
The requirement for carrying the foregoing insurance shall not derogate from
the provisions for indemnification of CITY by LICENSEE under this Agreement. CITY or its
representative shall at all times have the right to demand the original or a copy of all said
policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on
all insurance hereinabove required.
A separate copy of the additional insured endorsement to each of LICENSEE'S
insurance policies, naming the CITY, its officers and employees as Additional Insureds shall be
provided to the City Attorney for approval prior to the encroachment into the public right of way
pursuant to this License.
13. RELEASE
LICENSEE hereby releases and forever discharges CITY of and from any and
all claims, demands, actions or causes of action whatsoever which LICENSEE may have, or
may hereafter have, against the CITY specifically arising out of the matter of the entry of
LICENSEE onto the Property. This is a complete and final release and shall be binding upon
LICENSEE and the heirs, executors, administrators, successors and assigns of LICENSEE'S
use of the Property. LICENSEE hereby expressly waives any rights under or benefit of any
law of any jurisdiction whatsoever providing to the contrary. Neither the acceptance of this
release nor any payment made hereunder shall constitute any admission of any liability of
CITY.
14. INDEPENDENT CONTRACTOR
LICENSEE agrees that all work done or undertaken by it on the 36" water
transmission pipeline and its appurtenances shall be for its sole account and not as an agent,
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servant or contractor for CITY. LICENSEE agrees to indemnify and hold CITY and the
Property harmless from and against all claims or liens of workmen and materialmen.
15. NO ASSIGNMENT
LICENSEE agrees that the permission herein extended shall be personal to it
and that it shall not assign or permit any third party to avail itself of any of the privileges
granted hereunder, without the express written permission of CITY.
16. NO TITLE INTEREST
No title interest of any kind is hereby given and LICENSEE shall never assert
any claim or title to any other facilities under this License Agreement.
17. NOTICES
All notices given hereunder shall be effective when personally delivered or if
mailed, within 48 hours of the deposit of such notice in the U.S. Mail, postage prepaid, and
certified with retum receipt requested and addressed to LICENSEE or to CITY at the
respective addresses shown below:
TO CITY: TO LICENSEE:
Director of Public Works
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Director of Public Works
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
18. NO DISCRIMINATION
LICENSEE agrees that in the performance of this Agreement and in the uses
authorized hereunder, it shall not engage in, nor permit its officers, agents or employees to
engage in, any discrimination or discriminatory practices against any person based on race,
religion, creed, color, natural origin, ancestry, physical handicap, medical condition, marital
status or gender.
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19. ATTORNEYS' FEES In the event suit is brought by either party to enforce the
terms and provisions of this agreement or to secure the performance hereof, each party shall
bear its own attomey's fees.
20. ENTIRETY
This Agreement contains the entire agreement between the parties. This
Agreement shall be modified only by a subsequent written amendment, as may be mutually
agreed upon by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first above written.
CITY OF NEWPORT BEACH
By:
John Hedges, Mayor
ATT ST:
Q/1
C
City Clerk
APPROVSD AS TO FORM:
City Attorney
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CITY OF HUNTINGTON BEACH, A
municipal corporation of the State of
California
Mayor
ATTEST:
ashear
City Clerk
APPROVED AS TO FORM:
s City
r6 7/gS
REV W • _ D APP' • a
inistrator
ROVED:
Director of orks
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REACH 471
17 th
CI,LY OF
NEWPOBT BEACH
UUTILITIES YARD
EXHIBIT "A"
REACH #2 - PROJECT LOCATION
CITY OF NEWPORT BEACH
GROUNDWATER DEVELOPMENT PROJECT