CONTRACT 5142 License AgreementAgreement No. 5142
SCE Doc. 56005 Att.
Contract No. 9.4190
(Formerly Contract No. L1426)
CITY OF EL SEGUNDO
L I C E N S E A G R E E M E N T
INDEX OF ARTICLES
1. USE
2. TERM
3. CONSIDERATION
4. INSURANCE
5. LICENSOR'S USE OF THE PROPERTY
6. LICENSEE'S IMPROVEMENTS
7. LICENSEE'S PERSONAL PROPERTY
8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES
9. ACCESS AND CLEARANCES
10. PARKING
11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT)
12. FLAMMABLES, WASTE AND NUISANCES
13. PESTICIDES AND HERBICIDES
14. HAZARDOUS WASTE
15. SIGNS
16. FENCING
17. PARKWAYS AND LANDSCAPING
18. IRRIGATION EQUIPMENT
19. UNDERGROUND TANKS
20. UNDERGROUND FACILITIES
21. UTILITIES
22. TAXES, ASSESSMENTS AND LIENS
23. EXPENSE
24. ASSIGNMENTS
25. COMPLIANCE WITH LAW
26. GOVERNING LAW
27. INDEMNIFICATION
28. TERMINATION
29. EVENTS OF DEFAULT
30. REMEDIES
31. LICENSEE'S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION
32. LIMITATION OF LIABILITY FOR LICENSOR UPON TERMINATION OR EXPIRATION
33. NON -POSSESSORY INTEREST
34. WAIVER
35. AUTHORITY
36. ELECTRIC AND MAGNETIC FIELDS
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Li ellsor/Licensee
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Agreement No. 5142
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37. INDUCED VOLTAGES
38. NOTICES
39. RECORDING
40. COMPLETE AGREEMENT
41. SIGNATURE AUTHORITY
42. SURVIVAL
APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS
ADDENDUM(S)
PARK USE
TREES AND LANDSCAPING
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i ez o °/Licen ee
Agreement No. 5142
SCE Doc. 56005 Att.
THIS AGREEMENT
organized under the laws of
SEGUNDO, hereinafter called
Contract No. 9.4190
(Formerly Contract No. L 1426)
LICENSE AGREEMENT
between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation
ie State of California, hereinafter called "Licensor", and CITY OF EL
"Licensee";
WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the
terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does
hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter
specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth,
hereinafter designated as "Property" on the Exhibit "A" attached hereto and made a part hereof, being
a portion of Assessor's Parcel Numbers 4139-017-801, 4139-018-800, 4139-024-800, 4139-029-801
and 4139-014-800, situated in the City of El Segundo, County of Los Angeles, State of California,
subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether
or not of record.
AcknowledgMent of License; and Disclaimer of Tenancy
Licensee acknowledges and agrees that the License constitutes a limited, revocable, non -possessory,
personal and non -assignable privilege to use the Property solely for those permitted uses and activities
expressly identified in the Agreement (the "License Privilege"). Licensee further acknowledges and
agrees that:
* The consideration paid by Licensee pursuant to Article 3 of the 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 or similarly situated parcels.
a Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or
leasehold in relation to the Property.
• The Agreement and/or any prior and/or future acts or omissions of Licensor shall
not create (or be construed as creating) a leasehold, tenancy or any other interest in
the Property.
• Licensor may terminate the License and revoke the License Privilege at any time,
upon a notice period agreed upon by the parties, as more particularly set forth in the
Agreement.
• In consideration of Licensor's grant of the License, Licensee specifically and expressly
waives, releases and relinquishes any and all right(s) to assert any claim of right,
privilege or interest in the Property other than the License.
. Licensee further acknowledges and agrees that without the representations and
agreements set forth herein, Licensor would not enter into the Agreement.
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Agreement No. 5142
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Contract No. 9.4190
(Formerly Contract No. L1426)
1. Use: Licensee will use the Property for park and public recreation purposes only.
Licensor makes no representation, covenant, warranty or promise that the Property is fit for any
particular use, including the use for which this Agreement is made and Licensee is not relying on any
such representation, covenant, warranty or promise. Licensee's use of the property for any other
purpose and/or failure to utilize the Property in accordance with this License as determined by the
Licensor in its sole discretion will be grounds for immediate termination of this Agreement in
accordance with Articles 29 and/or 30.
2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect
for a term of five (5) years commencing on the first day of October, 2016 and ending on the last day of
September, 2021. Licensee acknowledges that this Agreement does not entitle Licensee to any
subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the
Property, the improvements Licensee places on or makes to the Property, or for any other reason.
3. Consideration: Licensee will pay to Licensor the sum of One Thousand Seven Hundred
Eighty Four and 99/100 Dollars ($1,784.99) upon the execution
and delivery of this Agreement with
subsequent annual payments. Payment to Licensor must be in
the form of a check or money order
payable to Southern California Edison Company. No cash payments will be accepted by Licensor.
Payment schedule as follows:
....................................................................................................................................__............................................................................................ _ ..............._
Term Year Due
.......................................................................................................................................
Yearly
....... ................................._.............................................................................
Payment Due
Amount
First DayOf
First Year 2016
$1,784.99
October
Second Year 2017
$1,838.54
October
Third Year _ 2018
$1,893.70
October
Fourth Year
2019
$1 950.51
October
Fifth Year
2020
$2,009.02
October
All accounts not paid by the agreed upon due date may be subject to a late fee of up to 20% of the full
amount that was due on said date.
All payments subsequent to the initial payment will be paid to the Southern California Edison
Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting
Department - Accounts Receivable.
insurance:.
4. Insurance: During the term of this Agreement, Licensee shall maintain the following
(a) Workers' Coal ensation with statutory limits, in accordance with the laws of the State
of California and Employer's Liability with limits of not less than $1,000,000.00 each
accident, disease/each employee, and disease/policy limit. Licensee shall require its
insurer to waive all rights of subrogation against Licensor, its officers, agents and
employees, except for any liability resulting from the willful or grossly negligent acts of
the Licensor.
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(b) Commercial General Liability Insurance,, including contractual liability and products
liability, with limits not less than $2,000,000.00 per occurrence. Such insurance shall:
(i) name Licensor, its officers, agents and employees as additional insureds, but only for
Licensee's acts or omissions; (ii) be primary for all purposes and (iii) contain separation
of insureds or cross -liability clause, and (iv) require its insurer to waive all rights of
subrogation against Licensor, its officers, agents and employees, except for any liability
resulting from the willful or grossly negligent acts of the Licensor.
(c) Commercial Automobile Liability insurance with a combined single limit of
$1,000,000.00. Such insurance shall cover the use of owned, non -owned and hired
vehicles on the Property.
Licensee shall provide Licensor with proof of such insurance by submission of certificates of
insurance, pursuant to Article 38 "Notices", at least ten days prior to the effective date of this
Agreement, and thereafter at least ten days prior to each insurance renewal. Such insurance shall not
be canceled nor allowed to expire, nor be materially reduced, without thirty days prior written notice to
Licensor, ten days for non-payment of premium. The required insurance policies shall be maintained
with insurers reasonably satisfactory to Licensor, and shall be primary and non-contributory with any
insurance or self-insurance maintained by Licensor.
5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and
assigns, have the right to enter upon the Property, at all times, for any purpose, and the right to
conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns,
will not result in compensation to Licensee for any damages whatsoever to personal property,
structures, and/or crops located on the Property, nor shall Licensee be entitled to any compensation
for any loss of use of the Property or a portion thereof, and/or any related damages, as a result of
Licensor's activities under this Article.
6. Licensee's Improvements: ovements: Licensee must submit, for Licensor's prior written approval,
complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding,
and irrigation plans, identifying all existing and proposed improvements, a minimum of sixty (60)
days prior to making any use of the Property. Licensee's conceptual plans for proposed improvements
shall be developed in accordance with the guidelines contained in the Appendix to this License. It is
understood and agreed that the general guidelines contained in the Appendix are intended to provide a
framework for the development of conceptual plans only; and that Licensor may modify or add to the
conditions contained in the Appendix hereto, based on individual site characteristics, Licensor's
existing or potential operating needs or Licensee's proposed use(s). Licensee must submit, for
Licensor's prior written approval plans for any modifications to such improvements. Written approval
may be modified and/or rescinded by Licensor for any reason whatsoever.
To the extent Licensor reviews and/or approves any improvement plans, Licensor is doing so only for
purposes of determining whether said improvements are compatible with Licensor's use of the
Property. Under no circumstances shall such review and/or approval be construed as a warranty,
representation, or promise that the Property is fit for the proposed improvements, or that said
improvements comply with any applicable city, state, or county building requirements, other legal
requirements, or the generally accepted standard of care.
At any time, Licensor may require Licensee to modify and/or remove any or all such previously
approved improvements at Licensee's risk and expense and without compensation from Licensor.
Licensor is not required, at any time, to make any improvements, alterations, changes or additi s of
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any nature whatsoever to the Property. Licensee expressly acknowledges that any expenditures or
improvements will in no way alter Licensor's right to terminate in accordance with Articles 28, 29
and/or 30.
7. Licensee's personal Pro ert"y,: (i) Licensee may place Licensee's personal property on
the Property consistent with the use and other terms of this Agreement. Such permission granted by
Licensor shall be revoked upon the termination or expiration of this Agreement. All equipment and
other property brought, placed or erected on the Property by Licensee shall be and remain the property
of Licensee, except as otherwise set forth herein. Licensee shall be responsible for any damage to the
Property and/or Licensor's personal property arising out of Licensee's activities on the Property,
including its use and/or removal of Licensee's personal property. Licensee further acknowledges and
agrees that Licensor is not responsible for Licensee's personal property during the effectiveness of this
Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to
maintain or secure Licensee's personal property at any time.
(ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on
the Property, for a period longer than twenty-four (24) consecutive hours, any personal property owned
by a non-party to this Agreement.
Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and
employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of
action, expenses and/or liability related to any claim by a non-party arising from the storage of and/or
damage to such non-party's personal property.
8. Height Limitations and. Vertical Clearances: Any equipment used by Licensee or its
agents, employees or contractors, on and/or adjacent to the Property, will be used and operated so as
to maintain minimum clearances from all overhead electrical conductors as designated in the table
below:
Vehicle/ Equipment Vertical
al Clearance
500 kV 36 feet
220 kV - 66kV 30 feet
<66kV Distribution facilities 25 feet
Telecom 18 feet
All trees and plants on the Property will be maintained by Licensee at a maximum height
of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee's expense, any tree
and/or other planting.
9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access
to all of Licensor's facilities on the Property and at no time will there be any interference with the free
movement of Licensor's equipment and materials over the Property. Licensor may require Licensee to
provide and maintain access roads within the Property, at a minimum usable width of sixteen (16)
feet, together with commercial driveway aprons and curb depressions capable of supporting a gross
load of forty (40) tons on a three -axle vehicle. The minimum width of all roads shall be increased on
curves by a distance equal to 400/inside radius of curvature. All curves shall have a radius of not less
than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in
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writing by Licensor, Licensee will make no use of the area directly underneath Licensor's towers and
will maintain the following minimum clearances at all times:
a. A 50-foot-radius around suspension tower legs, H-Frames and poles and 100-foot
radius around dead-end tower legs, H-Frames and poles.
b. A 25-foot-radius around all other poles.
NOTE: Additional clearance may be required for structures.
10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow
parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically
approved in a writing executed by Licensor.
11. Weeds 'Brush Rubbish and 'Debris Weed. Abatement :Licensee will keep the Property
clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor.
12. Fla-mmables Waste and Nuisances,: Unless permitted by Licensor in writing, Licensee
will not, or allow others to place, use, or store any flammable or combustible materials or waste
materials on the Property or commit any waste or damage to the Property or allow any to be done.
Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused
by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances.
Licensee will not permit dogs on the Property.
13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will
be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all
pesticides, herbicides and any other toxic substances declared to be either a health or environmental
hazard, as well as all materials contaminated by such substances, including but not limited to,
containers, clothing and equipment, in the manner prescribed by law.
14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in,
any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to
hazardous, toxic or infectious materials and/or waste. Licensee will indemnify and hold Licensor, its
directors, officers, agents and employees, and its successors and assigns, harmless from any and all
claims, loss, damage, actions, causes of action, expenses and/or liability arising from leaks of, spills
of, and/or contamination by or from hazardous materials as defined by applicable laws or regulations,
which may occur during and after the Agreement term, and are attributable to the actions of, or failure
to act by, Licensee or any person claiming under Licensee.
15. Sims: Licensee must obtain written approval from Licensor prior to the construction
or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three
(3) days from the date on which the Licensee becomes aware of the graffiti remove any signs containing
graffiti or shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to
Licensor. Licensee shall not advertise on any Sign any product, service, or good which is offensive to
the public or which Licensor, in its reasonable discretion, deems objectionable.
16. Fencing: Licensee may install fencing on the Property with prior written approval from
Licensor. Such fencing will include double drive gates, a minimum of twenty (20) feet in width,
designed to accommodate Licensor's locks, in locations specified by Licensor. Licensee will ground
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and maintain all fencing in a manner acceptable to Licensor. Grounding plans must be prepared and
stamped by a licensed electrical engineer and submitted to Licensor.
17. Paekwa s and Landsca in : Licensee will keep parkway and sidewalk areas adjacent
to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the
Property and provide landscaping that is compatible with adjoining properties and that is satisfactory
to Licensor.
18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the
commencement of this Agreement, including but not limited to pipelines, well pumping equipment and
other structures, is the property of Licensor and will remain on and be surrendered with the Property
upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee
will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense.
19. Underground and Above -Ground Tanks,: Licensee will not install underground or
above -ground storage tanks, as defined by any and all applicable laws or regulations, without
Licensor's prior written approval.
20. Underground Facilities: Licensee must contact Dig Alert prior to any underground
installation. Any underground facilities installed or maintained by Licensee on the Property must have
a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load
of forty (40) tons on a three -axle vehicle. Licensee will compact any earth excavated to a compaction of
ninety percent (90%). Licensee will relocate its facilities at its own expense so as not to interfere with
Licensor's proposed facilities.
21. Utilities: Licensee will pay all charges and assessments for, or in connection with,
water, electric current or other utilities which may be furnished to or used on the Property.
22. Taxes Assessments and Liens: Licensee will pay all taxes and assessments which may
be levied upon any crops, personal property, and improvements, including but not limited to,
buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens,
including but not limited to, mechanics liens and encumbrances by reason of use or occupancy by
Licensee, or any person claiming under Licensee. If Licensee fails to pay the above -mentioned taxes,
assessments or liens when due, Licensor will have the right to pay the same and charge the amount to
the Licensee. All accounts not paid within 30 days of the agreed upon due date will be charged a "late
fee" on all amounts outstanding up to the maximum rate allowed by law.
23. Expense: Licensee will perform and pay all obligations of Licensee under this
Agreement. All matters or things herein required on the part of Licensee will be performed and paid
for at the sole cost and expense of Licensee, without obligation on the part of Licensor to make
payment or incur cost or expense for any such matters or things.
24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign,
transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so
will be void and confer no right on any third party.
25. Compliance with Law: Licensee will comply with all applicable federal, state, county
and local laws, all covenants, conditions and restrictions of record and all applicable ordinances,
zoning restrictions, rules, regulations, orders and any requirements of any duly constituted p blic
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authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent
thereto. Licensee will obtain all permits and other governmental approvals required in connection with
Licensee's activities hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its
officers, agents and employees, and its successors and assigns, from and against all claims, loss,
damage, actions, causes of actions, expense and/or liability arising from or resulting from any
violation of this provision.
26. Governing Law: The existence, validity, construction, operation and effect of this
Agreement and all of its terms and provisions will be determined in accordance with the laws of the
State of California.
27. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its
officers, agents and employees, and its successors and assigns, from and against all claims, loss,
damage, actions, causes of actions, expense and/or liability arising from or growing out of loss or
damage to property, including that of Licensor, or injury to or death of persons, including employees of
Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the
use or occupancy of the Property by Licensee or any person claiming under Licensee.
28. Termination: Licensor may cancel and terminate this agreement, at any time, for any
reason for all or any portion of the licensed Property, upon thirty (30) days notice in writing.
Termination, does not release Licensee from any liability or obligation (indemnity or otherwise) which
Licensee may have incurred. Licensee's continued presence after termination shall be deemed a
trespass. In the event of a termination for any reason other than non-payment of the License fee,
Licensor shall refund any previously collected/pre-paid License fees covering the unused portion of the
remaining term.
29. Events of Default: The occurrence of any of the following shall constitute a material
default and breach of this Agreement by Licensee:
(a) Any failure by Licensee to pay the consideration due in accordance with Article 3, or to
make any other payment required to be made by Licensee hereunder when due.
(b) The abandonment or vacating of the Property by Licensee.
(c) Any attempted assignment or subletting of this Agreement by Licensee in violation of
Article 24.
(d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or
other rule of any governmental agency in connection with Licensee's activities
pursuant to this Agreement.
(e) Any attempt to exclude Licensor from the licensed premises.
(fl The making by Licensee of any general assignment for the benefit of creditors; the
appointment of a receiver to take possession of substantially all of Licensee's assets
located on the Property or of Licensee's privileges hereunder where possession is not
restored to Licensee within five (5) days; the attachment, execution or other judicial
seizure of substantially all of Licensee's assets located on the Property or of Licensee's
privileges hereunder, where such seizure is not discharged within five (5) days.
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(g) Any case, proceeding or other action brought against Licensee seeking any of the relief
mentioned in "clause g" of this Article which has not been stayed or dismissed within
thirty (30) days after the commencement thereof.
(h) Any claim by Licensee that it has a possessory interest and/or irrevocable license in the
Property.
(i) With repect to items not otherwise listed in Article 29.a-h, the failure by Licensee to
observe and perform any other provision of this Agreement to be observed or performed
by Licensee. Licensor shall provide written notice of such failure and Licensee shall be
considered in default where such failure continues for a total of ten (10) or more
consecutive days from the date of the notice. Further, with respect to items not
otherwise listed in Article 29.a-h, Licensee shall be considered in default should
Licensee fail to observe or perform any other provision of this Agreement for more than
fifteen (15) days during the entire Term of the Agreement in the aggregate, after
Licensor provides an initial written notice of such failure. After providing initial notice
under this provision, Licensor will not be required to provide any subsequent notice of
breach of this Agreement.
30. Remedies: In the event of any default by Licensee, then in addition to any other
remedies available to Licensor at law or in equity, Licensor shall have the immediate option to
terminate this Agreement and all rights of Licensee hereunder by giving written notice of termination
to Licensee. Upon termination, Licensor may immediately recover from Licensee all amounts due and
owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as
well as any other amount necessary to compensate Licensor for all the detriment proximately caused
by Licensee's failure to perform its obligations under this Agreement. Such amounts shall include, but
are not limited to, environmental studies and environmental remediation and/or cleanup attributable
to Licensee's use of he Property
31. Licensee's Personaal rtl ert Upon Termination or E2Miration: In the event that this
Agreement is terminated, and whether termination is effected pursuant to Article 28 and/or 30, or in
the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee's sole cost and
expense and prior to the effective termination date or expiration date, peaceably quit, surrender and
restore the licensed Property to the condition it was in prior to the Licensee's use of the Property, in a
manner satisfactory to Licensor.
If Licensee fails or refuses to remove any of Licensee's personal property, building(s), fixture(s) or
structure(s) from the Property prior to the termination date or expiration date, said personal property,
building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor
shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with
no further notice to Licensee. In addition to the remedies specified in Article 30, Licensor shall have
the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to
the removal, disposal or sale of Licensee's personal property, building(s), fixture(s) or structure(s) and
the restoration of the Property to the condition it was in prior to Licensee's use of the Property.
Licensee agrees to pay such expenses to Licensor upon demand.
Licensor shall not be required to seek and/or obtain judicial relief (including, but not limited to, the
filing of an unlawful detainer action) prior to removing anti,/or disposing of Licensee's personal.
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property, building(s), fixture(s) or structure(s) from the Property, nor shall Licensor be responsible for
the value of said property.
32. Limitation of Liability for Licensor U on. Termination or Expiration:
IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR
DAMAGE TO LICENSEE'S BUSINESS, IF ANY, INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF
GOODWILL OR LOSS OF USE, IN EACH CASE, HOWEVER OCCURRING, RELATED TO THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
LICENSEE FURTHER ACKNOWLEDGES THAT, IF LICENSEE IS ENTITLED TO ANY RELIEF
FOR LICENSOR'S NEGLIGENCE, WRONGFUL DISPOSAL, CONVERSION, DAMAGE, OR
DESTRUCTION OF LICENSEE'S PERSONAL PROPERTY, BUILDING(S), STRUCTURE(S) OR
FIXTURES) AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, IN NO
EVENT SHALL LICENSOR'S LIABILITY EXCEED THE TOTAL SUM OF LICENSE FEES
ACTUALLY PAID BY LICENSEE TO LICENSOR PURSUANT TO THIS AGREEMENT.
33. Non -Possessor Interest: Licensor retains full possession of the Property and Licensee
will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of
this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any
such interest. Any violation of this provision will immediately void and terminate this Agreement.
34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally
or by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed
by Licensor. No waiver by Licensor of any provision hereof shall be deemed a waiver of any other
provision hereof or of any subsequent breach by Licensee of the same or any other provision.
Licensor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining
of Licensor's consent to or approval of any subsequent act by Licensee. Licensor's acceptance of
payment after providing notice of termination to Licensee shall not constitute a waiver of Licensor's
termination of the Agreement.
35. Authority: This Agreement is executed subject to General Order No. 69-C of the Public
Utilities Commission of the State of California dated and effective July 10, 1985, incorporated herein
by this reference. As set forth in General Order 69-C, this License is made conditional upon the right
of the Licensor either on order of the Public Utilities Commission or on Grantor's own motion to
resume the use of the property in question (including, but not limited to the removal of any
obstructions) whenever, in the interest of Licensor's service to its patrons or consumers, it shall
appear necessary or desirable to do so. Licensee agrees to comply with all applicable federal, state and
local laws and regulations. This Agreement should not be construed as a subordination of Licensor's
rights, title and interest in and to its fee ownership, nor should this - Agreement be construed as a
waiver of any of the provisions contained in said License or a waiver of any costs of relocation of
affected Licensor facilities.
36. Electric and Magpetic Fields "EMF" : There are numerous sources of power frequency
electric and magnetic field ("EMF"), including household or building wiring, electrical appliances and
electric power transmission and distribution facilities. There have been numerous scientific studies
about the potential health effects of EMF. Interest in a potential link between long-term exposures to
EMF and certain diseases is based on the combination of this scientific research and public conce ns.
Initial )/ ( )
Ar/ Licensee
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2016.03.17-V2-GS - JH
Agreement No. 5142
SCE Doc. 56005 Att.
Contract No. 9.4190
(Formerly Contract No. L1426)
While some 40 years of research have not established EMF as a health hazard, some health
authorities have identified magnetic field exposures as a possible human carcinogen. Many of the
questions about specific diseases have been successfully resolved due to an aggressive international
research program. However, potentially important public health questions remain about whether
there is a link between EMF exposures in homes or work and some diseases including childhood
leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific
research is continuing on a wide range of questions relating to exposures at both work and in our
communities, a quick resolution of the remaining scientific uncertainties is not expected.
Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to
Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the
property under this agreement, the information available about EMF. Accordingly, Licensor has
attached to this document a brochure that explains some basic facts about EMF and that describes
Licensor policy on EMF. Licensor also encourages Licensee to obtain other information as needed to
assist in understanding the EMF with respect to the planned use of this property.
37. Induced V'glt�: Licensee hereby acknowledges that any structures (including, but
not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed
herein, (hereinafter, the "Structures") in close proximity to one or more high voltage (66 kilovolt or
above) electric transmission lines and/or substation facilities may be susceptible to induced voltages,
static voltages and/or related electric fault conditions (hereinafter collectively referred to as "Induced
Voltages") unless appropriate grounding or other mitigation measures are incorporated into the
Structures. If not properly mitigated, Induced Voltages can result in a variety of safety and/or
nuisance conditions including, but not limited to, electric shocks or other injuries to individuals
contacting the Structures or other utilities connected to the Structures (including, but not limited to,
natural gas lines, water lines or cable television lines), or interference with or damage to sensitive
electronic equipment located in or around the Structures. Appropriate measures to mitigate Induced
Voltages, if required, will vary from case to case because of factors such as electric facility
configuration and voltage, other utilities involved, or sensitivity of electronic equipment. Licensee will
be responsible to determine what, if any, Induced Voltages mitigation measures should be undertaken
regarding the Structures and to implement such mitigation measures at its sole cost and expense.
Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save
harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective
officers and employees from and against any and all claims, loss, damage, actions, causes of action,
expenses and/or liability arising from or growing out of loss or damage to property, including
Licensor's own personal property, or injury to or death of persons, including employees of Licensor
caused by or resulting from or connected to Induced Voltages on or related to the Structures.
38. Notices: All notices required to be given by either party will be made in writing and
deposited in the United States mail, first class, postage prepaid, addressed as follows:
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2016.03.17-V2-GS - JH
Initial i sor/Licensee.
Agreement No. 5142
SCE Doc. 56005 Att.
To Licensor: Southern California Edison Company
Real Properties Department
Land Management - Metro Region
2131 Walnut Grove Avenue
Rosemead, CA 91770
To Licensee: City of El Segundo
350 Main Street
El Segundo, CA 90245
Business Telephone No. (310) 524-2716
Contract No. 9.4190
(Formerly Contract No. L1426)
Licensee will immediately notify Licensor of any address change. Notice will be deemed effective on the
third calendar day after mailing.
39. Recording: Licensee will not record this Agreement.
40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions
and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the
parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any
way by any previous written or oral agreements or any subsequent oral agreements or unsigned
written agreements. This Agreement may be modified or amended only by way of a writing executed by
both parties.
41. Signature Authority: Each of the persons executing this Agreement warrants and
represents that he or she has the full and complete authority to enter into this Agreement on behalf of
the Party for which he or she is signing, and to bind said party to the agreements, covenants and
terms contained herein.
(this space left intentionally blank)
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2016.03.17-V2-GS - JH
Initial xkcn;
�" � )
ar'/ Licensee
Agreement No. 5142
SCE Doc. 56005 Att.
Contract No. 9.4190
(Formerly Contract No. L1426)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate.
SOUTHERN CALIFORNIA EDISON COMPANY
By
LICENSO
Date
SHARAT MISRA
Land Services Agent
Land Management - Metro Region
Real Properties Department
CITY EL SEGUNDO
I3}
Y LICENSEE
Date
Print Name:
-14-
2016.03.17-V2-GS - JH
A-PA,
'� TO ORw
A,"TORN Y
of El Segundo
Initial (, ) / (_
is aisor/Licensee
Agreement No. 5142
SCE Doc. 56005 Att. Contract No. 9.4190
(Formerly Contract No. L 1426)
APPENDIX
Guidelines for Standard Licensee Imorove.men:ts
The following criteria are provided to aid in the development of a conceptual plot plan to be submitted
to Southern California Edison Company herein after referred to as "Licensor" for consideration and
approval prior to the start ofarly construction on "Licensor" property.
Plans should be developed indicating the size and location of all planned improvements. The plan
should specify the dimensions of all planned improvements as well as the distance of all planned
improvements from property lines and all adjacent "Licensor" towers, poles, guy wires or other
"Licensor" facilities.
The plan must show the locations of all "Licensor" towers and poles, 16-foot wide access roads, main
water lines and water shut-off valves, electrical service lines and parldng areas. All plans must
indicate adjacent streets and include a "north arrow" and the Licensee's name.
SHADE STRUCTURES
(Definition: A non-flammable frame covered on the top with a material designed to provide shade to aid
in growing plants)
1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations,
should be placed perpendicular to Licensor's overhead electrical conductors (wires) unless
otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height
2. Shade structures will not be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16-foot wide access roads
b. 50 foot radius around suspension tower legs, H-Frames and poles
c. 100 foot radius around dead-end tower legs, H-Frames and poles
d. 25 foot radius around anchors/guy wires, poles and wood poles
3. Shade structures must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer
d. Shade covering must be non-flammable and manufactured with non -hydrocarbon
materials.
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2014.12.01 V11-GS - JH
Initial ( ) / (
icen sor /Licensee
Agreement No. 5142
SCE Doc. 56005 Att.
Contract No. 9.4190
(Formerly Contract No. L 1426)
SHADE HOUSES/ HOTHOUSES
(Definition: A simple, non-flammable, enclosed structure designed to control temperature without the
benefit of heating and/or air conditioning units to aid in propagating and/or growing plants)
1. Shadehouses/hothouses must maintain minimum spacing of 50 feet between
shadehouse/hothouse locations, should be placed in perpendicular to Licensor's overhead
electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not
exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height
2. Shadehouses/hothouses will not be permitted within the following areas reserved for Licensor's
access:
a. Within 2 feet from edge of 16-foot wide access roads
b. 50 foot radius around suspension tower legs, H-Frames and poles
c. 100 foot radius around dead-end tower legs, H-Frames and poles
d. 25 foot radius around anchors/guy wires, poles and wood poles
3. Shadehouses/hothouses must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer
d. Covering must be non-flammable and manufactured with non -hydrocarbon materials
GREENHOUSES
(Definition: An enclosed structure designed to control temperature and/or humidity by the use of heating
and/or air conditioning units to aid in propagating and/or growing plants)
Greenhouses will be considered on a case -by -case basis.
I RIGATION SYS' EM.5 JELLS,
1. Maximum diameter of pipe: 3 inches
2. All pipe must be plastic Schedule 40 or better
3. No irrigation system will be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16-foot wide access roads
b. 50 foot radius around suspension tower legs, H-Frames and poles
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2014.12.01 V 11-GS - JH
Initial (_ ) / )
icesor/Licensee
Agreement No. 5142
SCE Doc. 56005 Att. Contract No. 9.4190
(Formerly Contract No. L 1426)
c. 100 foot radius around dead-end tower legs, H-Frames and poles
4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way
5. Suitable identification markers will be required on main controllers and valves
6. Locations of main shut off valve will be provided and shown on a plot plan
7. Underground facilities must have a minimum cover of three feet
8. Earth disturbed must be compacted to ninety percent (90%)
LANDSCAPING
1. No trees will be permitted under the overhead electrical conductors or within 20 feet of the "drip
line" of the conductors
2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum
height of no more than 40 feet and must be maintained by the Licensee at a height not to exceed
15 feet
3. Placement of large rocks (boulders) must be approved in writing by Licensor
4. Any mounds or change of grade must be approved in writing by Licensor
5. No cactus or thorny shrubs will be permitted
6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in
writing by Licensor
TRAILERS (Definition: Removable /portable of modules are not permitted without Licensor's prior
permission. Trailers must meet the following criteria to be considered: Trailers must meet the following
criteria:
a. Must have axles and wheel and be able to be moved at any time
b. Maximum length: 40 feet
c. Maximum height: 15 feet
d. Maximum width: 12 feet
2. No trailers will be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16-foot wide access roads
b. 50 foot radius around suspension tower legs, H-Frames and poles
c. 100 foot radius around dead-end tower legs, H-Frames and poles
d. 25 foot radius around anchors/guy wires, poles and wood poles
e. Under or within 10 feet of the conductor "drip lines"
Initial (VKSo�r/
) /
cLicensee
2014.12.01 V11-GS - JH
Agreement No. 5142
SCE Doc. 56005 Att. Contract No. 9.4190
(Formerly Contract No. L 1426)
3. Sewer or gas lines to trailers must be approved in writing by Licensor
4. Location of all electrical and telephone lines must be approved in writing by Licensor
5. Electrical lines must be installed by a licensed -general contractor.
6. Trailers shall not be used for residential purposes
7. Toxic or flammable materials will not be permitted in trailers
8. Adequately grounded by a licensed -general contractor
PARKING AREAS
Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the
"drip lines" without Licensor's prior written approval. Parking spaces to be identified in accordance
with the approved site plan. "No Parking" striping may be required in areas where additional clearance
is required.
MATERIAL STORAGE
1. In the event of an emergency, Licensee must immediately - relocate all materials specified by
Licensor in order to provide Licensor clear access to its facilities.
2. Licensee must provide Licensor with a list of material stored on the right of way
3. No toxic or flammable materials will be permitted
4. No materials shall be stored within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16-foot wide access roads
b. 50 foot radius around suspension tower legs, H-Frames and poles
c. 100 foot radius around dead-end tower legs, H-Frames and poles
d. 25 feet from anchors/guy wires, poles and wood poles
5. Storage of materials not to exceed a maximum height of 15 feet
6. No storage of gasoline, diesel or any other type of fuel will be permitted
7. Any fencing around the storage areas must have Licensor's prior written approval.
Initial ( )/(
ncensor/Licensee
2014.12.01 V 11-GS - JH
Agreement No. 5142
SCE Doc. 56005 Att.
ADDENDUM
PARK USE
Contract No. 9.4190
(Formerly Contract No. L 1426)
A. Licensee must obtain the prior written approval from Licensor for the installation of any
improvements, including any subsequent modifications. Licensee will maintain all
improvements in a safe condition satisfactory to Licensor.
B. At any time, Licensor may require the removal, modification, or relocation of any portion of the
improvements. Licensee will remove, modify, or relocate same, at its expense, to a location
satisfactory to Licensor within sixty (60) days after receiving notice to remove, modify, or
relocate from Licensor.
C. Licensee must submit, for Licensor's prior written approval, complete improvement plans,
including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans,
that identify all existing and proposed improvements.
D. At Licensee's expense, Licensee will post signs at all access points to the Property that read:
"No Kite Flying, Model Airplanes, unmanned aerial vehicles (UAV's or Drones), or Metallic
Balloons Permitted, High Voltage Wires Overhead."
E. At Licensee's expense, Licensee will post signs at all access points of the Property that read:
"No Motorcycles, Motorbikes, Horseback Riding or Hunting Permitted."
F. At Licensee's expense, Licensee will post signs at all access points of the Property that read:
"Dogs are required to be on leash at all times."
G. Licensee must close the park at any time Licensor deems it necessary for the safety of the
general public or for maintenance of Licensor's facilities. If it is necessary to close the park for
a period of more than three days, Licensee will notify the general public of the closure by
posting at all access points to the property.
H. At Licensee's expense, Licensee will install removable post -type barriers designed to
accommodate Licensor's locks, to prevent unauthorized vehicular use or parking, including but
not limited to, motorcycles, off -road vehicles, and "all -terrain" vehicles.
Trespass discouragers shall be installed on Licensor's towers. The discourager installation will
be performed by Licensor. Licensee shall pay Licensor in advance, for all Licensor's direct and
indirect costs associated with the engineering, purchase, and installation of the discouragers.
All towers shall be equipped with signs so worded as to warn the public of the danger of
climbing the towers. Such signs shall be placed and arranged so that they may be read from
the four corners of the structure. Such signs shall be neither less than 8 feet nor more than 20
feet above the ground except where the lowest horizontal member of the tower or structure is
more than 20 feet above the ground in which case the sign shall be not more than 30 feet
above the ground.
J. Licensee must design and construct all walkways, underground sprinkler systems, lighting
facilities, and drains to be capable of withstanding a gross load of forty (40) tons on a three -
axle vehicle.
Initial ( U(L)
I Tenor/Licensee
.. 1-
2014.12.01 V 11-GS - JH
SCE Doc. 56005 Att.
ADDENDUM
TREES / LANDSCAPING
Agreement No. 5142
Contract No. 9.4190
(Formerly Contract No. L1426)
A. Existing landscaping improvements (trees, plants, and shrubs) have been inspected and
approved by Licensor. This written approval may be modified and/or rescinded by Licensor for
any reason whatsoever.
B. At any time, Licensor may require Licensee to modify and/or remove any or all such previously
approved improvements at Licensee's risk and expense and without any compensation from
Licensor.
C. Licensee agrees and accepts full responsibility for the maintenance and/or removal of all trees,
plants, and shrubs (vegetation) located on the property. All costs associated with the
maintenance and/or removal of trees/vegetation will be the sole burden of Licensee.
D. Periodically, the Property will be inspected by Licensor, and upon determination that any
tree/vegetation requires trimming or removal, Licensee will be notified by Licensor. Failure by
Licensee to trim or remove said tree/vegetation in the time allotted, that results in Licensor's
contractor performing the work, Licensee will be billed by Licensor for the contractor's expense;
and Licensee may be subject to termination under the terms and conditions of the Permit or
License.
E. Trees/vegetation must be slow growing and maintained by Licensee to not exceed fifteen (15)
feet in height.
F. Failure by Licensee to maintain all permit or license clearance requirements will require
removal at Licensee's expense.
G. Unless authorized in writing by Licensor, Licensee agrees not to plant any additional trees,
plants, or shrubs within the Property. If additional authorization is requested by Licensee and
prior written authorization is received by Licensor, no tree or plant species that is protected by
federal or state law shall be planted within Licensor's land and no cactus or thorny
shrubs/plants will be permitted.
H. Any improvements or alterations, including retaining walls, planters, placement of large rocks,
etc. and any mounds or changes of grade, require prior written approval by Licensor.
I. Licensee will keep the Property clean, free from weeds, rubbish and debris, and in a condition
satisfactory to Licensor.
J. Upon permit or license termination, Licensee agrees to remove all trees/vegetation and
improvements and restore the Property to a condition satisfactory to Licensor, at the sole
expense of Licensee.
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2014.12.01 V 11-GS - JH
Initial 4,e (_')
car/Licensee
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LANDS OF SOUTHERN CALIFORNIA EDISON COMPANY SEE SHEET 2 OF 2
AREA BEING LICENSED TO CITY OF EL SEGUNDO
FOR PARK & PUBLIC RECREATION PURPOSES ONLY 0 100 200 400
,Z APPROXIMATE TOWER LOCATION SCALE —IN FEET
- ACCESS ROAD EXHIBIT � � , ASH 1 OF
FACILITY NAME EL NIDO—SEPULVEDA—CULVER 66 KV T/L R/W LICENSED AREA (GROSS) Sa.FT.:362,357 AC.: 8.32
LICENSEE: CITY OF EL SEGUNDO._... ............. ......_..... . _..............__ ._.... w _ .... ...
NO.: L1426
IT—.. �.. CONTRACT NO.: 1..9.0......_ ACCOUNT �._...._
CITY: EL SEGUNDO COUNTY: LOS ANGELES STATE: CA T. 702/07 M,S : 049-082
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APN.(S): SEE MAP ABOVE SCE DOCUMENT NO.: 56005/001
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4/7/2016 12:24 PM, A:\ARCHIVE\EXHIBIT MAP_LICENSE\2016\9.4190_CITY OF EL SEGUNDO\C3D_2012\9„4190 DWG
4/7/2016 9:34 AM, A:\ARCHIVE\EXHIBIT MAP_LICENSE\2016\9.4190_CITY OF EL SEGU DO\C3D_2012\9,4190.DWG