CONTRACT 6710 License AgreementAgreement No. 6710
LICENSE AGREEMENT BETWEEN THE
°4 CITY OF EL SEGUNDO AND
CHARTER COMMUNICATIONS
THIS REVOCABLE LICENSE ("License") is made and executed this 22nd day of
June, 2023 ("Effective Date"), between the CITY OF EL SEGUNDO, a municipal
corporation ("CITY"), and CHARTER COMMUNICATIONS OPERATING, LLC., a
Delaware limited liability company, on behalf of itself and its affiliates ("LICENSEE").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to access
and use, on the terms and conditions in this License, real property located at 348 Main
Street, El Segundo, CA 90245 ("Property"). CITY's action is not, and should not be
construed to be, a conveyance of a property interest or a lease; it is a license to access
and use property only.
2. USE OF PROPERTY.
A. LICENSEE and its authorized agents may access and use the Property
and those buildings of CITY located at the Property (including building roof
top(s)) ("Buildings") for the purposes of installing, maintaining, and
replacing, at no cost to CITY, the equipment, facilities and other
communications accessories (collectively, "Equipment") to provide any of
LICENSEE'S services ("Services") to the El Segundo Police Department
("Police Department"). CITY also hereby authorizes LICENSEE to utilize
those conduits and ducts of CITY that CITY may designate as available
for LICENSEE'S use (collectively, "Conduit").
B. The rights herein granted to LICENSEE include use of available power at
the Property, together with the right to access and use all risers in the
Buildings, Building utility entrance facilities, utility closets in the Buildings,
and other areas on the Property and Buildings as is reasonably required
for the purpose set forth herein.
C. LICENSEE will provide to CITY, for approval, the proposed route,
specifications and methods to be used for installation of Equipment
(collectively, the "Plans") prior to the initial installation of Equipment on the
Property, which approval shall not be unreasonably withheld, conditioned
or delayed. If the Plans are attached to this License, CITY'S signature to
this License shall constitute CITY'S approval of the Plans. The Equipment
is not a fixture of the Property.
3. TERM. The term of this License commences on the Effective Date and shall remain
in full force and effect until the earlier of (A) the expiration date (including all renewals
and extensions thereof) of Police Department's lease; or (B) the date that is six (6)
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Agreement No. 6710
months after LICENSEE shall cease to provide Services to Police Department at the
Property (the "Term"). During the six (6) month period for which LICENSEE is no longer
providing Services to Police Department, CITY may terminate this License upon ninety
(90) days advance written notice to LICENSEE in the event LICENSEE is no longer
providing Services to any tenant of the Property. LICENSEE may, within ninety (90)
days of the expiration or termination of this License, elect to remove LICENSEE's
Equipment or abandon in -place all or certain portions of LICENSEE's Equipment at the
Property, which upon abandonment, shall be deemed the property of the CITY, with lien
free title thereto passing immediately to CITY at no cost to CITY.
4. CITY REPRESENTATIONS. CITY affirms that it is the legal owner of the Property,
the Building(s) and Conduit (if applicable), and confirms that LICENSEE will be granted
all rights under this License. CITY recognizes LICENSEE'S right to have exclusive
control over its Equipment, and CITY will not attach to or use, and will not knowingly
allow a third party to attach to or use, LICENSEE'S Equipment for any purpose without
LICENSEE'S prior written consent.
5. PUBLIC UTILITIES. LICENSEE will contact and coordinate with local agencies to
physically mark the location of all public utility lines (including, but not limited to, water,
electric, phone and sewer lines) that are located in areas in which LICENSEE intends to
install the Equipment. CITY shall not interfere with the markings designating such
locations until installation is complete. LICENSEE shall be responsible for any damage
to public utility lines on the Property to the extent such damage arises from
LICENSEE'S installation activities.
6. PRIVATE UNDERGROUND LINES. If CITY has private underground lines at the
Property that could impact LICENSEE'S installation of Equipment, including, but not
limited to, sprinklers, sprinkler heads, drains, cables, pipes and wires (collectively,
"Impacted Private Lines"), then both parties (provided that CITY has knowledge of the
location of Impacted Private Lines) shall, in advance of any underground construction
performed by LICENSEE, work together to research the existence of all Impacted
Private Lines ("Joint Effort"). In order to facilitate the Joint Effort, CITY'S authorized
representative information is provided below. (Please print clearly)
Name: Lifan Xu
Address and/or email: Ixu@elsegundo.org
Phone: 310-524-2368
The parties will then determine whether to locate and mark Impacted Private Lines,
including, but not limited to, the methods and arrangements, and if deemed by the
parties necessary to do so, a qualified LICENSEE contractor shall locate (including
verification of) and mark all Impacted Private Lines to the extent required by LICENSEE.
Once the Impacted Private Lines have been located and marked, if LICENSEE
damages any Impacted Private Lines in the location in which LICENSEE installs any
Equipment, and only to the extent such damage(s) arise from LICENSEE'S Equipment
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Agreement No. 6710
installation activities, then LICENSEE shall promptly repair such damage(s) to CITY's
reasonable satisfaction, after receipt of written notice from CITY describing the scope
and extent of such damage(s), which written notice, if needed, shall be provided to
LICENSEE no later than thirty (30) days after LICENSEE'S initial installation of
Equipment.
7. PREVAILING WAGES. It is LICENSEE's responsibility to interpret and implement
any prevailing wage requirements and LICENSEE agrees to pay any penalty or civil
damages resulting from a violation of prevailing wage laws, pursuant to Labor Code §
1720 and 8 California Code of Regulations § 16000.
8. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to
property, or any part thereof, that is not in accordance with the Plans.
9. HAZARDOUSITOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any
third party used, generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Material (as defined below) on, under, about or
within Property in violation of any law or regulation. If during the course of its activities
on the Property, LICENSEE encounters known or suspected asbestos, asbestos -
containing materials, or presumed asbestos -containing material, or any other
Hazardous Material, the presence, disturbance, release or disposal of which is in
violation of, or could reasonable give rise to liability pursuant to, any law or regulation,
LICENSEE shall promptly give CITY notice and shall not proceed with any work in the
area containing such Hazardous Material without prior written authorization from CITY.
Upon discovery of Hazardous Material and cessation of work as described above
LICENSEE may terminate this License upon ten (10) days' prior written notice to CITY.
Notwithstanding anything to the contrary, LICENSEE shall not have, and shall not be
deemed to have, any responsibility for managing, monitoring, abating, conducting
response actions concerning, or disposing of any Hazardous Material present on the
Property, except to the extent such Hazardous Material were brought on to the Property
by LICENSEE, or its employees, agents or contactors, and are under LICENSEE's
exclusive ownership or control. LICENSEE agrees that it will not use, generate, store or
dispose of any Hazardous Material (as defined below) on, under, about or within
Property in violation of any law or regulation, other than as may be customarily used by
telecommunications service providers and/or form party of LICENSEE's Equipment, and
typical of such equipment in the industry. As used in this Section, "Hazardous Material"
means any substance, chemical or waste that is identified as hazardous, toxic or
dangerous in any applicable federal, state or local law or regulation (including petroleum
and asbestos).
10. SIGNS. LICENSEE will not place any sign upon Property without CITY's prior
written consent. LICENSEE will pay for all costs of any approved signage and comply
with all applicable sign codes and ordinances.
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11.ASSIGNMENT. This License may be freely assigned by CITY, provided that the
assignee agrees in writing to be bound by all of the terms and conditions hereof.
LICENSEE will not be permitted to assign this License without the prior written consent
from CITY, which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, LICENSEE may, without obtaining CITY'S prior consent,
assign this License to (A) any parent, affiliate, or subsidiary of LICENSEE, (B) any
partnership in which LICENSEE has a controlling interest, or (C) any entity which
succeeds to all or substantially all of LICENSEE'S assets or ownership interests, or the
cable system operated by LICENSEE (or its affiliate or subsidiary) which services the
municipality in which the Property is located, whether by merger, sale or otherwise,
provided that such successor also succeeds to the cable television franchise License
held by LICENSEE (or its affiliate or subsidiary) for the municipality in which the
Property is located. This License shall be binding upon and inure to the benefit of the
parties hereto, their successors, legal representatives and assigns.
12.INDEMNIFICATION. LICENSEE agrees to indemnify, defend and hold CITY, its
officials, officers, and employees harmless from and against any and all damages,
liabilities, penalties, fines, costs and expenses (including reasonable attorneys' fees)
arising from third party claims for bodily injury, including death, to persons or damage to
tangible property caused by or resulting from LICENSEE's acts or omissions in the
performance of any work, maintenance or operation of its Equipment, except to the
extent caused by the negligence or willful misconduct of CITY, for which CITY shall
remain responsible.
13.INSURANCE.
A. Before commencing performance under this License, and at all other
times this License is effective, LICENSEE will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Commercial general liability: $2,000,000
Workers' compensation Statutory limits
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO Forms. The amount of insurance
set forth above will be a combined single limit per occurrence for bodily
injury, personal injury, and property damage for the policy coverage.
Liability policies must be endorsed to name CITY, its officials, and
employees as "additional insureds" under said insurance coverage
pursuant to a blanket additional insured endorsement. Such insurance will
be on an "occurrence," not a "claims made," basis and will not be
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cancelable except upon thirty (30) days prior written notice to CITY except
for nonpayment of premiums which may be cancelable upon ten (10) day
notice.
C. LICENSEE will furnish to CITY duly authenticated Certificates of
Insurance and Endorsements evidencing maintenance of the insurance
required under this License and such other evidence of insurance or
copies of policies as may be reasonably required by CITY from time to
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII." Certificate(s)
must reflect that the insurer will provide thirty (30) day notice of any
cancellation of coverage. LICENSEE will require its insurer to modify such
certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, and to
delete the word "endeavor" with regard to any notice provisions.
14. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local authorities now in force, or
which may hereafter be in force, pertaining to Property and will faithfully observe in the
use of Property all applicable laws. The judgment of any court of competent jurisdiction,
or the admission of LICENSEE in any action or proceeding against LICENSEE, whether
CITY be a party thereto or not, that LICENSEE has violated any such ordinance or
statute in the use of Property will be conclusive of that fact as between CITY and
LICENSEE.
15. LIMITATION OF LIABILITY. LICENSEE MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY
DISCLAIMED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, IN NO EVENT SHALL LICENSEE OR CITY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
16. BREACH OF AGREEMENT. In addition to any other remedies available at law or in
equity, if one party materially defaults in the performance of any term of this License,
the other party may terminate this License without further liability upon thirty (30) days'
prior written notice to the defaulting party unless the defaulting party cures its material
default within such 30 day notice period, or if such breach is of a nature that it cannot be
completely cured within thirty (30) days, the defaulting party starts to cure within 30
days and diligently pursues the cure to completion (provided that, in no event shall such
a cure period exceed ninety (90) days).
17. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this License will not constitute a waiver of any further breach of the same or other term
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of this License. To be effective, all waivers under this License must be in writing and
signed by the party making such waiver.
18.JURY TRIAL WAIVER. UNLESS PROHIBITED BY APPLICABLE LAW, EACH
PARTY HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY.
19. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest
to LICENSEE. Except for areas restricted because of safety concerns, CITY and the
general public will have unrestricted access upon Property for all lawful acts.
20.INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession
of all or substantially all of the assets of LICENSEE, or a general assignment by the
LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE
under any insolvency or bankruptcy action, will constitute a breach of this License by
LICENSEE, and in such event said License will automatically cease and terminate.
21. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this License or by law to be served on or given
to either party to this License by the other party will be in writing and will be deemed
served when personally delivered to the party to whom they are directed, or in lieu of
the personal service, upon deposit in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
If to LICENSEE:
Charter Communications Operating LLC
12405 Powerscourt Drive
St. Louis, MO 63131
Attention: Commercial Contracts
Management
Phone: (469) 464-4922
Email: debi.worthington@charter.com
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Jose Calderon
Phone: (310) 524-2392
Email: jalderon@elsegundo.org
Changes may be made in the names or addresses of persons to whom notices
are to be given by giving notice in the manner prescribed in this paragraph.
22.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
License, may be considered signed when the signature of a party is delivered by
electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be
treated in all respects as having the same effect as an original signature.
23. GOVERNING LAW. This License has been made in and will be construed in
accordance with the laws of the State of California.
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24. PARTIAL INVALIDITY. Should any provision of this License be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of
this License will remain in effect, unimpaired by the holding.
25. ENTIRE AGREEMENT. This License and its attachments constitute the sole
agreement between CITY and LICENSEE respecting Property, the access and use of
Property by LICENSEE, and the specified License Term, and correctly sets forth the
obligations of CITY and LICENSEE. Any agreement or representations respecting
Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument
are void.
26. CONSTRUCTION. The language of each part of this License will be construed
simply and according to its fair meaning, and this License will never be construed either
for or against either party.
27. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this License
and to engage in the actions described herein. This License may be modified by written
agreement signed by both parties. CITY's city manager, or designee, may execute any
such amendment on behalf of CITY. If CITY is not executing this License, the person
executing on behalf of CITY represents that the undersigned is CITY's authorized agent
and has full authority to bind CITY to this License.
28. COUNTERPARTS. This License may be executed in any number or counterparts,
which may be transmitted electronically, each of which will be an original, but all of
which together will constitute one instrument executed on the same date.
Signatures on following page
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Agreement No. 6710
IN WITNESS WHEREOF the parties hereto have executed this License as of the
Effective Date.
CITY OF EL SEGUNDO Charter Communications Operating LLC
By: Charter Communications Inc., its
Manager
Daaatlw d by:
OF
Darrell George, City Manager Name: Shannon Stroeing
ATTEST:
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
Joaquin V ue ,"Assistant City Attorney
Hank IL, JRisk Manager
Title: Director, Enterprise Service
Delivery
Taxpayer ID No. 431843260
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