CONTRACT 6709 OtherAgreement No. 6709
SITE ACCESS AGREEMENT
This Site Access Agreement (this "Agreement") is executed by City of El Segundo (the
"Licensee"), with a business address of 348 Main Street, El Segundo, California 90245, and
Chevron Products Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, (the
"Licensor") whose mailing address is 6001 Bollinger Canyon Road, San Ramon, California 94583.
BACKGROUND
As part of Licensee's consideration of real property (the "Property") located at 324 W. El
Segundo Blvd, El Segundo, CA 90245, as more fully described in Exhibit "A", hereto, for the
placement, maintenance and use of a microwave dish and radio frequency link system ("Intended
Use"), the Licensor has agreed to grant to Licensee and other persons described herein, a license, to
enter upon a certain portion of the Property (the "License Area"), as more fully described and
depicted in Exhibit "A," to conduct activities related to Intended Use. These activities may include,
among other things, installation, maintenance and removal of a microwave dish and radio frequency
link system configuration, as depicted in Exhibit "A", to support six (6) cameras around the lifeguard
tower operated by the City of El Segundo ("Site Activities").
In order for Licensee to perform the Site Activities and carry out the Intended Use, Licensor
is willing to grant to Licensee a limited right of entry to the License Area on the terms and
conditions set forth in this Agreement.
Licensee and Licensor agree as follows:
1. Term and Termination.
a. This Agreement shall be effective as of the date of execution by both Parties ("Effective
Date") and the initial term of the Agreement shall be for five (5) years beginning on the
Effective Date. This Agreement shall automatically be extended for an additional five (5)
year term unless Licensor terminates the Agreement at the end of the initial term by giving
Licensee written notice of the intent to terminate at least thirty (30) days prior to the end of
the initial term. The Parties may agree to additional term extensions in writing, pursuant to
Agreement Section 15.
b. Licensee will surrender the License Area to Licensor no later than the end of the term or
upon termination, in accordance with the clean-up obligations set forth in Section 9.
c. Licensor may immediately terminate this Agreement for any reason whatsoever without
liability to Licensor, including without limitation, if Licensee violates any of the provisions
of this Agreement.
d. In the event of termination of this Agreement for any reason, Licensor may prevent Licensee,
its agents, employees, contractors and invitees from using or remaining on the Property or in
the License Area. Notwithstanding the foregoing, Licensee shall be allowed to remove any
and all of its personal property from the Property or in the Licensed Area.
Agreement No. 6709
2. Authorijj tg girant a License. Licensor represents that it has the authority to grant the
access allowed by this Agreement and that there is no need to obtain the approval or consent
of any other party. The Licensor hereby grants a license to Licensee to conduct the Site
Activities at the License Area.
3. Access to Properly and Licensor's Consent.
a. Licensor grants to Licensee and its agents, advisors, employees, consultants,
representatives, and independent contractors hired directly or indirectly by Licensee
(collectively, the "Licensee Representatives"), a non-exclusive license to enter upon the
License Area including the non-exclusive right of ingress to, egress from, above, and
through, the Property to the License Area for the purpose of performing the Site
Activities. Such ingress and egress shall be through Gate 2, located on El Segundo
Blvd., and in the presence of an escort provided by Licensor. Licensor reserves the right
to determine in its sole discretion any conditions under which the License Area may be
used by Licensee, its agents, employees, contractors and invitees, including but not
limited to the number of invitees allowed on the License Area, and the date, time and
duration of usage ofthe License Area for the Site Activities. Licensee acknowledges and
agrees that the Site Activities shall not include any use intended to personally benefit any
individual public official, any such use shall be deemed breach of the Agreement and
result in immediate termination of the Agreement by Licensor.
b. The Site Activities may include: (1) installation and maintenance of microwave
dish and radio frequency link system. Licensee shall seek Licensor concurrence prior
to engaging in any activities not specifically enumerated herein, including but not
limited to activities which may impact the continued safe operation of Licensor's
business operations on the Property.
C. Licensee will secure all governmental permits prior to commencement of the Site
Activities. Licensee and Licensee Representatives will not use any part of the
License Area for any unlawful conduct or purpose and shall comply with all laws and
government orders, rules and regulations applicable to the License Area. The
Licensee Representatives shall undertake all Site Activities at the License Area in
compliance with all applicable laws and shall use commercially reasonable efforts to
minimize the extent and duration of any interference with Licensor's business
operations on the Property.
d. The cost of all Site Activities shall be the responsibility of Licensee (or the Licensee
Representatives as arranged between the Licensee Representative and the Licensee) and
not Licensor.
e. Licensee shall pay to Licensor a fee of ten USD ($10.00) per year for the non-
exclusive license granted herein. Such payment shall be made in the full amount of fifty
USD ($50.00), for the initial five-year term, on the Effective Date of the Agreement.
Should the Agreement auto -renew at the end of the initial term, payment for that five (5)
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Agreement No. 6709
year renewal term shall be made in the full amount of fifty USD ($50.00) on the first day
of the renewal term. Licensee shall pay rent by electronic funds transfer to Licensor at
Licensor's bank and account using the bank routing information provided by Licensor
for such purpose.
4. Advance Notice.
a. The parties' initial representatives for purposes of the coordination required under
this Agreement are listed below, the parties may designate additional representatives in
writing to the other party:
For Licensor:
Name: Ryan Glennan
Telephone: 310-615-3648
Email: Ryan.Glennan@Chevron.com
For Lice aLsee:
Name: El Segundo IT Service Desk
Telephone: 310-524-2333
Email: isdservicedesk@elsegundo.org
b. Licensee will coordinate ingress and egress to the License Area and the timing of the
Site Activities with Licensor's designated representatives. The coordination will include,
without limitation, any safety precautions and site inspections as may be required by
Licensor. Licensor reserves the right to have its personnel and/or representatives accompany
Licensee and its agents, employees, contractors and invitees at all times when at the
Property.
C. Licensee or Licensee Representatives shall give Licensor not less than 3 business
days advance notice, either orally (by telephone or in person) or by electronic to access to the
Property and License Area and/or a planned activity that can reasonably be expected to
obstruct access to, or use of, parts of the License Area, including notice of the areas that are
expected to be materially affected by any Site Activities. Licensee Representatives shall
cooperate with Licensor to schedule the activities so as to minimize the extent and duration
of any interference with Licensor's operations.
5. Non Exclusivity. Licensee shall not have possession of the License Area to the exclusion of
Licensor or any other party that has obtained permission or authority from Licensor to use the
License Area. Licensee agrees that Licensor shall be under no obligation to protect the license
privileges granted hereunder as against third parties or trespassers by legal proceedings or otherwise,
and it is further agreed that Licensor shall not be liable in any way for any interference with any
license privileges to which Licensee is entitled.
6. Installation and Removal.. Licensee will secure all required governmental permits prior to
commencement of any Site Activities. At the Licensor's specific request, Licensee and Licensee
Representatives shall use commercially reasonable efforts to schedule its activities to avoid times of
peak business activity on the Property. Subject to the notice requirements set forth in Section 4.c.,
Licensor shall authorize Licensee or Licensee Representatives to obstruct temporarily, but for a
reasonable period of time, access to, or use of, limited areas of the License Area to conduct Site
Activities.
Agreement No. 6709
7. hazardous Materials. Licensee will not use, handle, store, transport, generate, release, or
dispose of any Hazardous Materials on, under, or about the Property or License Area. Licensee will
immediately provide notice to Licensor upon knowledge of any personal injury, property damage or
actual or alleged discharge, leakage, spillage or emission of any Hazardous Materials occurring on or
affecting the Property or License Area. The term "Hazardous Materials" as used in this Agreement
means any substance, product, waste or other material of any nature whatsoever which is or becomes
listed, regulated, or addressed pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Sec. 9601, et seq.) or the Resource Conservation and
Recovery Act (42 U.S.C. Sec. 6901, et seq.) all as amended from time to time, or any other federal,
state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or
dangerous waste, substance or material, as now or at any time hereafter may be in effect.
8. Safety, Licensee will cause its agents, employees, contractors and invitees to comply with
the following:
a. The Site Activities conducted on the License Area will be performed in a good, safe, careful
and proper manner, and at all times Licensee will keep the License Area free from
accumulation of all waste and debris associated with the performance of the Site Activities.
b. In the event of any breach of the limitations in this Agreement, or in the event that an unsafe
condition arises with regard to the Site Activities in the sole opinion of any Licensor
employee, contractor or representative, any such person shall have the authority to order the
Site Activities to stop without liability to Licensor.
c. Licensee will not allow, commit or cause to be committed any destruction, misuse, alteration
or neglect of the License Area. There shall not be any interference with normal operations
on the Property. Other than as permitted by this Agreement, Licensee will not disturb
anything on the Property without specific written approval by Licensor, which it may
withhold in its sole discretion.
d. The possession or use of any illegal drugs or substances (or any substance, including
marijuana, banned from a Chevron site regardless of local law), alcoholic beverages,
explosives, firearms or weapons on the License Area is prohibited.
9. Restoration of Proper1j. Upon completion of the Site Activities or termination of this
Agreement, Licensee will remove its personal property from the License Area and repair any
damage to the License Area (and other portions of the Property if applicable) caused by the Site
Activities, restoring the area to as good condition as existed before entry by Licensee to the
satisfaction of Licensor. At Licensor's election, Licensor may make any such repairs and Licensee
will upon written demand and documentation evidencing such expenses reimburse Licensor for all
expenses incurred in doing so.
10. Indemnification.
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Agreement No. 6709
a. The term "Indemnitees" as used in this Agreement shall collectively mean Licensor,
Chevron Corporation, and their respective and direct and indirect and subsidiaries and affiliates, and
the directors, officers, employees, contractors and agents of each of them.
b. Licensee shall indemnify, defend and hold harmless the Indemnitees from and against all
claims, demands, actions, causes of action, losses, liabilities, damages, injuries and expenses
(including without limitation any fines, penalties, judgments, and litigation costs) which Indemnitees
may sustain, incur or become liable for, (including, but not limited to liability for injury to or death
of any person, and for loss or destruction of or damage to real or personal property), arising out of or
in any way connected with the rights and obligations of Licensee under this Agreement, or the acts
or omissions of the employees, agents or contractors of Licensee on or about the License Area,
except where such liability, costs, claims, losses, damages, injuries or expenses are proximately
caused by the negligence or willful misconduct of any Indenmitee.
d. Licensee, as indemnifying party, will not settle any claim without the prior written consent of
Licensor, as indemnified party, which consent will not be unreasonably withheld or delayed.
e. The site access granted to the Licensee and/or Licensee Representatives pursuant to this
Agreement extends to any repair or restoration work required to remediate any damage to the
Property that is indemnified pursuant to this Section.
11. No Warran• Release.
a. Licensee accepts the use of the License Area in its present condition "AS IS" and "WITH
ALL FAULTS" and Licensee agrees that its use of the License Area shall be at its sole
risk.
b. LICENSEE HEREBY RELEASES AND FOREVER DISCHARGES THE
INDEMNITEES OF AND FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS
OR CAUSES OF ACTION WHATSOEVER THAT LICENSEE MAY HAVE, OR
MAY HEREAFTER HAVE, AGAINST THE INDEMNITEES SPECIFICALLY
ARISING OUT OF THE MATTER OF THE ENTRY OF LICENSEE INTO THE
LICENSE AREA. THIS IS A COMPLETE AND FINAL RELEASE AND SHALL BE
BINDING UPON THE UNDERSIGNED AND THE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS OF LICENSEE AND COVERS
CLAIMS ARISING OUT OF OR CONNECTED WITH LICENSEE'S USE OF THE
LICENSE AREA, LICENSEE HEREBY EXPRESSLY WAIVES ANY RIGHT
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 LICENSOR.
12. Insurance.
a. Without in any way limiting the liability of Licensee under this Agreement, Licensee shall
maintain during the term of this Agreement the following insurance:
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1) Workers' Compensation in compliance with the statutory requirements of the state(s)
of operation and Employers' Liability Insurance with a limit of $1,000,000 each
accident/disease/policy limit;
2) Commercial General Liability Insurance with a limit of two million dollars
($2,000,000 per occurrence for Bodily Injury and Property Damage and two million dollars
$2,000,000 general aggregate including contractual liability; and
3) Commercial Automobile Liability in an amount of two million dollars ($2,000,000
combined single limit each accident for Bodily Injury and Property Damage covering all
owned, non -owned and hired vehicles used in connection with this Agreement.
b. The Indemnitees shall be included as additional insureds as their interests may appear under
this Agreement on the commercial general liability and commercial automobile liability policies
specified in Section 12.a. with respect to the Site Activities. Upon receipt of notice from its
insurer(s) Licensee shall use commercially reasonable efforts to provide Licensor with 30 days'
written notice prior of any cancellation of the insurance. The insurance specified in Section 12.a.1)
shall contain a waiver of subrogation against the Indemnitees.
C. Prior to commencing any Activities, Licensee will provide Licensor with certificates of
insurance as evidence reasonably satisfactory to Licensor of Licensee's compliance with the
insurance requirements set forth herein in this Section 12, and at all times, upon request, Licensee
will provide Licensor with certificates reasonably satisfactory to Licensor of the insurance and
endorsements described in this Section 12.
d. Self -Insurance Election. In lieu ofprocuring the insurance policies and certificates described
in Section 12.a., Licensee shall have the right to self -insure with respect to the insurance
requirements of this Section 12. In that case, prior to commencing any Activities, Licensee will
submit to Licensor a certificate of self-insurance signed by an authorized representative of Licensee,
in a form satisfactory to Licensor.
13. No Recording; No Title-. Liens. Neither this Agreement nor any memorandum or other
record of it shall be recorded. No legal title, easement or leasehold interest in the License Area shall
be deemed or construed to have been created or vested in Licensee by anything contained in this
Agreement or the conduct of the Site Activities. Licensee agrees to promptly pay and discharge any
and all liens arising out of the Site Activities.
14. Interference.
a. Licensee shall operate its equipment in a manner that will not cause harmful interference
with, or a nuisance to, the use or enjoyment of the Property by Licensor or Licensor's visitors and/or
licensees. Should a transmission by Licensee's equipment create interference with normal operation
of the Licensor's business or the Property, as determined by Licensor, Licensee agrees to work with
Licensor to mitigate the issue.
Agreement No. 6709
b. Licensee agrees that Licensee will not cause interference to Licensor's equipment, Further,
Licensee agrees that its transmissions shall, where applicable, be consistent with FCC (Federal
Communication Commission) rules.
C. Any installation placed in the License Area may not transmit within the 2.4 to 2.49 GHz or
5.15 to 5.925 GHz bands, due to interference potential with Licensor's wireless systems. Any
operation on this spectrum by the Licensee shall be considered a breach of contract.
d. If interference occurs and continues for a period in excess of 48 hours following notice to
Licensee, via telephone, Licensee shall reduce power or cease operations of the interfering
equipment until the interference is cured. Licensee can resume the ceased operation after the
Licensor is satisfied and notifies Licensee in writing.
15. Waiver; Modification; Severabilit An extension, amendment, modification, cancellation,
or termination of this Agreement will be valid and effective only if it is in writing and signed by each
party to this Agreement, except as provided otherwise in this Agreement. In addition, a waiver of
any duty, obligation, or responsibility of a party under this Agreement will be valid and effective
only if it is evidenced by a writing signed by, or on behalf of, the party against whom the waiver or
discharge is sought to be enforced. Whenever possible, each provision of this Agreement should be
construed and interpreted so that it is valid and enforceable under applicable law. However, if a
provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, that provision will be deemed severable from the remaining provisions of this
Agreement and will not affect the validity, interpretation, or effect of the other provisions of this
Agreement or the application of that provision to other circumstances in which it is valid and
enforceable.
16. Successors and Assigns,; Third Party Beneficiaries. Licensee shall not sell, assign or
sublet this Agreement or its license rights hereunder to any party without the prior written consent of
Licensor, which consent may be withheld in Licensor's sole and absolute discretion, and any attempt
by Licensee to do so without obtaining such consent shall be void and of no force or effect. Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, personal representatives, successors and assigns.
Neither the entry of this Agreement or any action taken by Licensee hereunder shall create any third -
party beneficiary or third -party beneficiary rights.
17. Legal Matters.
a. Govemine Law. The validity, construction, enforcement, and interpretation of this
Agreement are governed by the laws of the State of California and the federal laws of the
United States of America.
b. Resolution of Dispute . In the event a dispute arises with respect to the interpretation or
performance of, or the relationship created by, all or any part of this Agreement, the
Parties shall attempt in good faith to resolve the dispute. If such efforts prove
unsuccessful, each Party agrees to the use of mediation, arbitration or other alternative
dispute resolution techniques rather than resorting to litigation. If mediation, arbitration
Agreement No. 6709
or other alternative dispute resolution techniques are utilized by the Parties, each Party
agrees that no award or decision resulting therefrom shall include punitive damages.
c. In'unct;ive Relief The Parties waive irrevocably their right to any form of appeal,
review, or recourse to any court or other judicial authority under any applicable law,
except for proceedings to (i) preserve property or seek injunctive relief, or (ii) enforce an
award under this Section, which may be brought in any court of competent jurisdiction.
d_ Ise al fees and Costs. If any Party to this Agreement obtains an award or judgment
against any other Party by reason of breach of this Agreement, costs of litigation and
reasonable attorney's fees as fixed by the arbitrator(s) or court shall be included in such
award or judgment.
18. Notices. Except for oral notices specifically authorized in this agreement, all notices pursuant
to this Agreement shall be in writing. Notices pursuant to the Agreement shall be delivered to the
address, number or email address of the respective Party, marked for the attention of the relevant
representative, as specified herein. Notices shall be deemed to be delivered: (A) if sent by mail
(postage pre -paid), four days after posting; (B) if delivered in person, on delivery; or (C) if sent by
email, when the email enters the Party's designated information system or server or is received by
the email address specified herein, if any, or in the case of any other person, the recipient's server.
Licensor or Licensee may change its address, facsimile number or email address at any time by
giving notice in accordance with this Section 18.
19. Cornpjete Agreement, Survival. This Agreement records the entire understanding between
the parties regarding the subjects addressed in it and supersedes any previous or contemporaneous
agreement, understanding, or representation, oral or written, by either of them. Termination of this
Agreement will not affect the right to enforce any obligation or liability accruing under this
Agreement upon or prior to the expiration or termination, including in respect of indemnification or
repairs.
20. Counterparts. This Agreement may be executed in two or more counterparts and, as
executed, shall constitute one agreement binding on all Parties hereto, even if all the Parties are not
signatories to the original or the same counterparts. Moreover, electronic, scanned or facsimile
copies of signatures shall be accepted as valid and binding.
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Agreement No. 6709
LICENSOR:
Chevron Products Company, a division of
Chevron U.S.A. Inc.
By —! 44� ?�M j p�
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Print Name: Susan Dexter
Title: Procurement Manager, Attorney -In -Fact
Date: .
LICENSEE:
City of El Segundo
By � -
Print Name: 4jiw C- PE ZL
Title: FFOC,l.C.i; Gfh,ep
Date: !Wr - 25 'ZO ZY
Attest:
Tracy ever, City Clerk
Approved as to Form:
frl\C. Hensley, City Attorney
Joaqu(qV que Assistant City Attorney
Hank Lu, Risk/panager
Agreement No. 6709
EXHIBIT A
LICENSE AREA
The License Area shall be on the "Chevron Tower" (490 W. El Segundo Blvd) as depicted in the
illustrations of "Chevron Tower Site" below. Chevron Tower is located within Chevron's El Segundo
Refinery located at 324 W. El Segundo Blvd, El Segundo, CA 90245.
Proposed Microwave System
for El Segundo Police
Agreement No. 6709
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Agreement No. 6709
Chevron PTP 650 Microwave
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