CONTRACT 4799 License AgreementAgreement No. 4799
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
GOLDEN STATE WATER COMPANY
THIS LICENSE is made and executed this 7`h day of May, 2015, between the CITY OF
EL SEGUNDO, a municipal corporation ( "CITY "), and GOLDEN STATE WATER
COMPANY, a California public utility and a wholly owned subsidiary of American States Water
Company ( "LICENSEE ").
1. RECITALS. The Parties agree that this License is entered into with reference to the
following facts and objectives:
A. In accordance with the amended judgment entered on December 5, 2014 in the
case captioned California Water Service Company v. City of Compton, LASC
Case No. 506806 ( "Judgment "), CITY may license its Adjudicated Rights in the
West Coast Basin (as defined and specified in the Judgment; see p.9, 1n.2 -5);
B. LICENSEE requested 953 acre feet of Adjudicated Rights water annually from
CITY; and
C. CITY believes it is in the public interest to license 953 acre feet of water
( "Adjudicated Rights ") to LICENSEE.
2. LICENSE. CITY licenses to LICENSEE the right to extract the Adjudicated Rights during
the term of this License and exercise CITY's rights under the terms and conditions of the
Judgment. LICENSEE does not acquire any right to extract Adjudicated Rights independent of
CITY's rights. 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 use its Adjudicated Rights only.
3. USE OF PROPERTY.
A. LICENSEE must pay assessments levied on the pumping of the Adjudicated
Rights by the Water Replenishment District of Southern California ( "District ").
B. LICENSEE must notify the District and the Watermaster that pumping the
Adjudicated Rights was done pursuant to this License and provide the
Watermaster with a copy of this LICENSE.
C. LICENSEE must note, in any recording of water production for the term of this
License, that pumping was done pursuant to this License.
D. LICENSEE'S privilege to extract the Adjudicated Rights may be increased by the
amount licensed when computing carryover or allowable over extraction as
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Agreement No. 4799
provided by Paragraph V (Excess Production) and VII (Pumping during Periods
of Emergency) of the Judgment.
E. LICENSEE acquires the privilege of pumping rights only and is responsible for
providing the means and location to effect said pumping itself and bears all
pumping costs.
4. TERM. Except as provided in Section 7, the term of this License will commence on January
20, 2015 and end on June 30, 2016.
5. WARRANTY. CITY warrants that it has 953 acre -feet of Adjudicated Rights and it has not
pumped and will not pump or permit or license any other person to pump any part of said 953
acre -feet annually during the term of this License.
6. COMPENSATION. In exchange for the use of the Adjudicated Rights, LICENSEE agrees
to pay CITY a sum of $133,420 dollars (one hundred and thirty -three thousand, four hundred and
twenty dollars) for the term of this License, which is calculated at $70 per acre -feet for 953 acre -
feet of adjudicated rights for the 2014/15 and 2015/16 water years.
7. TERMINATION. In the event CITY receives a legal notice terminating its right to extract
any portion of its 953 acre feet Adjudicated Rights water, CITY reserves the right to immediately
terminate this License in order to comply with such notice. In such an event, LICENSEE
acknowledges that it will have no claim to any damages or other compensation; however,
LICENSEE will be entitled to receive a pro -rated refund for any portion of groundwater
pumping rights not exercised as of the date of termination at a rate of $70 per acre feet.
8. ASSIGNMENT. LICENSEE is not permitted to assign this License or any interest therein
9. INDEMNIFICATION.
A. LICENSEE holds CITY harmless and free from any and all liability arising out of
this License, or its performance. Should CITY be named in any suit, or should
any claim be against it, by suit or otherwise, whether the same be groundless or
not, arising out of this License, or its performance, pursuant to this License,
LICENSEE will defend CITY (at CITY's request and with counsel satisfactory to
CITY) and will indemnify it for any judgment rendered against it or any sums
paid out in settlement or otherwise.
B. For purposes of this Section, "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement is
intended to be as broad and inclusive as is permitted by the law of the State of
California and that if any portion is held invalid, it is agreed that the balance will,
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Agreement No. 4799
notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this License.
10. 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 the Adjudicated Rights and will faithfully observe in the use
of Adjudicated Rights 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
Adjudicated Rights will be conclusive of that fact as between CITY and LICENSEE.
11. 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 to LICENSEE at:
City: The City of El Segundo
350 Main Street
El Segundo, California 90245
Attn: City Clerk
Licensee: Golden State Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
12. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements
ancillary to this License and related documents to be entered into in connection with this License
will be considered signed when the signature of a party is delivered by facsimile transmission.
Such facsimile signature will be treated in all respects as having the same effect as an original
signature.
13. GOVERNING LAW. This License has been made in and will be construed in accordance
with the laws of the State of California and exclusive venue for any action involving this License
will be in Los Angeles County.
14. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole
agreement between CITY and LICENSEE respecting Adjudicated Rights, the use of Adjudicated
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Agreement No. 4799
Rights by LICENSEE, and the specified License term, and correctly sets forth the obligations of
CITY and LICENSEE. Any agreement or representations respecting Adjudicated Rights or its
licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
15. 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.
16. 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.
CITY's city manager, or designee, may execute any such amendment on behalf of CITY.
17. COUNTERPARTS. This License may be executed in any number or counterparts, each of
which will be an original, but all of which together will constitute one instrument executed on
the same date.
IN WITNESS WHEREOF the parties hereto have executed this License the day and year
first hereinabove written.
AT FE' T,
Tr a ery
Ci,fy Clerk f
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By.
David Kin
Ci ty Attorney
GOLDEN STATE WATER COMPANY
Patrick Scanlon,
Vice President Water Operations
Eva Tang, � ....
Senior Vice Presi ent Finance /CFO
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