CONTRACT 4186 License AgreementAgreement No. 4186
Contract No. 9.4190
(formerly Contract No. L14261
LICENSE AGREEMENT
THIS AGREEMENT, made as of the day of u f 20 ,
between SOUTHERN CALIFORNIA EDISON COMPANY (SCE), a corporation organized under the laws
of the State of California, hereinafter called "Licensor ", and CITY OF EL SEGUNDO, hereinafter called
"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 described below and depicted on
Exhibit "A" attached hereto and made a part hereof the ( "Property ") solely for the purpose hereinafter
specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth.
The subject Property is located in the City of El Segundo, County of Los Angeles, State of
California.
SUBJECT TO:
Covenants, conditions, restrictions, reservations, exceptions, rights and easements,
whether or not of record including but not limited to, the following:
A. Convenants, conditions and restrictions recorded February 7, 1917, of Official Records,
Book 6402, page 347 of Deeds.
B. An Easement for street purposes to the City of El Segundo, affecting the southerly 5.00
feet of Lot 9 of Block 107, recorded April 20, 1955, in Book 48321, page 180 of Official Records.
C. An unrecorded pipeline License to Shell Oil Company, dated December 14, 1970,
affecting the Southerly 10.00 feet of Lots 8 and 9, Block 107.
D. An unrecorded pipeline License to W. Howard Wilson dated, October 23, 1944, located
along a line parallel with and 35.00 feet Southerly from the North line of Lot 9, Block 107.
E. The right of El Segundo Land and improvement Company, its successors or assigns, to
lay, maintain, repair, restore, increase the size of, and remove pipes and conduits, in and upon, under
or across said land, for the purpose of distributing water as recited in the Deed from Los Angeles Trust
and Savings Bank, recorded in Book 6233, page 187 of Deeds, in the office of the County Recorder of
Los Angeles County.
F. Covenants, conditions and restrictions as set forth and imposed by the above
mentioned Deed which contains a Lender's clause.
C. An easement for road purposes to the City of El Segundo as recorded in Book 40168,
page 163 of Official Records, in the office of the County Recorder of said County.
H. The right of El Segundo Land and Improvement Company, its successors or assigns, to
lay, maintain, repair, restore, increase the size of land and remove pipes and conduits in and under
that portion of said Lot 30 that is within the North 2 1/2 feet of Lot 6, Block 113 of El Segundo, as per
map recorded in Book 20, page 114 and 115 of Maps, in the office of said County Recorder as
contained in the Deed from Los Angeles Trust and Savings Bank, a corporation, to E.E. Southworth,
recorded June 18, 1913, in Book 5737, page 217 of Deeds, in the office of the County Recorder of said
County.
I
Agreement No. 4186
I. Covenants, conditions and restrictions affecting that portion of said Lot 30 that is
within Lot 5, Block 113 of El Segundo, as per map recorded in Book 20, page 114 of Maps in the Office
of the County Recorder, contained in the Deed from Los Angeles Trust and Savings Bank to Ray M.
Pardon, recorded March 12, 1920, in Book 7130, page 108 of said Deeds.
1. Use: Licensee will use the Property for parks and /or 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 failure to make such use of the
Property as determined by the Licensor in its sole discretion, will be grounds for immediate
termination of this Agreement in accordance with Article 28.
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, 2011 and ending on the last day of
September, 2016. 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
Thirty Three and 00/ 100 Dollars ($1,733.00) upon the execution and delivery of this Agreement for the
first year;
Term
Year Due
Yearly
Amount
Payment Due
First Day Of
First Year
2011
$1,733.00
October
Second Year
2012
$1,733.00
October
Third Year
2013
$1,733.00
October
Fourth Year
2014
$1,733.00
October
Fifth Year
2015
$1,733.00
October
All payments subsequent to the initial payment will be paid to the Southern California Edison
Company, Post Office Box 800, Rosemead, California, 91770, Attention: Corporate Accounting
Department - Accounts Receivable.
All accounts not paid within 30 days of the agreed upon due date will be charged a late fee equal to ten
percent (10 %) of the amount due.
insurance:
4. Insurance: During the term of this Agreement, Licensee shall maintain the following
(a) Workers' Compensation 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.
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.
(b) Commercial General Liability Insurance, including contractual liability and products
liability, with a combined single limit of $2,000,000.00. 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 standard
cross - liability provisions.
In
Agreement No. 4186
(e) Commercial Automobile Insurance with a combined single limit of $1,000,000.00. Such
insurance shall: (i) cover the use of owned, non -owned and hired vehicles on the
Property and (ii) name Licensor, its officers, agents and employees as additional
insureds.
Licensee shall provide Licensor with proof of such insurance by submission of certificates of
insurance, pursuant to Section 35 "Notices," at least ten days prior to the effective date of this
Agreement. Such insurance shall not be canceled nor allowed to expire nor be materially reduced
without thirty days prior written notice to Licensor. The required insurance policies shall be
maintained with insurers reasonably satisfactory to Licensor [or under a self - insurance program
reasonably satisfactory to Licensorl, shall name Licensor as an additional insured by endorsement,
and shall be primary and non - contributing with any insurance maintained by Licensor.
5. Licensor's_ _Us_eof_-the _roperty: Licensee agrees that Licensor, its successors and
assigns, have the right to enter upon the Property, at any time, 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 and /or
crops located on the Property.
6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval,
complete improvement plans, including grading plans, identifying all existing and proposed
improvements, a minimum of sixty (60) days prior to making any use of the Property. 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. At any
time, Licensee may be required to modify and /or remove any or all such previously approved
improvements at Licensee's risk and expense and without any compensation from Licensor. Licensor
is not required, at any time, to make any improvements, alterations, changes or additions of 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 Article 27.
7. Lic nsee's Personal Pro rt : All approved 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. If Licensee is not in default hereunder, Licensee shall have the right to
remove the same from the Property at any time prior to the expiration or earlier termination of this
Agreement; provided, however, that Licensee shall promptly restore any damage to the Property
caused by the removal. If Licensee is in default, however, such equipment or other property shall not
be removed by Licensee without Licensor's written consent until Licensee has cured such default, and
Licensor shall have a lien thereon to the extent thereof.
8. Height Limitations: 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 a
minimum clearance of twenty -seven (27) feet from all overhead electrical conductors.
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 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 Licenser'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
in
Agreement No. 4186
writing by Licensor, Licensee will make no use of the area directly underneath Licensoes towers and
will maintain the following minimum clearances at all times:
a. A 50- foot - radius around suspension tower legs and 100 -foot radius around
dead -end tower legs.
b. A 10- foot - radius around all steel and wood poles.
NOTE: Additional clearance may be required for structures.
10. Parkin : 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 writing by Licensor.
11. Flarnmables. Waste and Nuisances: Licensee will not, nor allow others to, place or
store any flammable or waste materials on the Property or commit any waste or damage to the
Property or allow any to be done. Licensee will keep the Property clean, free from weeds, rubbish and
debris, and in a condition satisfactory to Licensor. Licensee will be responsible for the control of and
will be liable for any damage or disturbance, caused by dust, odor, flammable or waste materials,
noise or other nuisance disturbances. Licensee will not permit dogs on the Property.
12. 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.
13. 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.
14. Signs: Licensee must obtain written approval from Licensor prior to the construction
or placement of any sign, signboard or other form of outdoor advertising.
15. Fencing: Licensee may install fencing on the Property with prior written approval from
Licensor. Such fencing will include double drive gates, a minimum of sixteen (16) feet in width,
designed to accommodate Licensor's locks, in locations specified by Licensor. Licensee will ground
and maintain all fencing.
16. Parkways and Landscapinlz: Licensee will keep parkway and sidewalk areas adjacent
to the Property free of weeds and trash. Licensee will maintain parkways and provide landscaping that
is compatible with adjoining properties and that is satisfactory to Licensor.
17. IrrigmLbon 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. Licensee will maintain, operate, repair and replace, if necessary,
all irrigation equipment at its own expense.
.4.
Agreement No. 4186
18. Undue -_ound_ 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.
19. Underground Facilities: 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 Licensors proposed facilities.
20. 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.
21. 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.
22. 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.
23. ssignments: 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.
24. 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 public
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.
25. (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.
26. 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.
27. Termination: This Agreement may be canceled and terminated by either Licensor or
Licensee, at any time, for any reason, upon thirty (30) days notice in writing. Licensee will peaceably
quit, surrender and, prior to termination date, restore the Property to a condition satisfactory to the
Licensor. Termination, cancellation or expiration 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.
M
Agreement No. 4186
28. 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 23.
(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) A failure by Licensee to observe and perform any other provision of this Agreement to
be observed or performed by Licensee, where such failure continues for the time period
specified in a written notice thereof by Licensor to Licensee.
(#} Any attempt to exclude Licensor from the licensed premises.
(g) 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.
(h) 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 (34) days after the commencement thereof.
29. 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 will have the right to remove Licensee's personal property
from the Property, including but not limited to, buildings, structures and fixtures. In addition,
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.
30. Non- Possessorv,,,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.
3!. Waiver: 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.
32. Authority: This Agreement is pursuant to the authority of and upon, and is subject to
the conditions prescribed by General Order No. 69 -C of the Public Utilities Commission of the State of
M
Agreement No. 4186
California dated and effective July 10, 1985, which General Order No. 69 -C, by this reference, is
hereby incorporated herein and made a part hereof.
33. Attorneys' Fees: In the event of any action, suit or proceeding against the other,
related to this Agreement, or any of the matters contained herein, the successful party in such action,
suit or proceeding shall be entitled to recover from the other party reasonable attorney fees incurred.
34. Electric and Magnetic 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 concerns.
While some 30 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 horses 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 SCE's property that is in close proximity to SCE's
electric facilities, SCE wants to share with Licensee and those who may enter the property under this
agreement, the information available about EMF. Accordingly, SCE has attached to this document a
brochure that explains some basic facts about EMF and that describes SCE's policy on EMF. SCE
also encourages Licensee to obtain other information as needed to assist in understanding the EMF
with respect to the planned use of this property.
35. 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:
To Licensor: Southern California Edison Company
Real Properties Department
Land Management
2131 Walnut Grove Avenue
Rosemead, CA 91770
To Licensee: City of El Segundo
350 Main Street
El Segundo, CA 90245
Business Telephone No. (310) 322 -4670
Licensee will immediately notify Licensor of any address change.
36. Recording: Licensee will not record this Agreement.
N
Agreement No. 4186
37. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions
and any addenda and exhibits attached hereto constitute the entire Agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate as
of the day and year herein first above written.
J
in
SOUTHERN CALIFORNIA EDISON COMPANY
C
By l
NORLEN EWELL
Right of Way Agent
Land Management -Metro Region
Real Properties Department
CITY OF EL SEGUNDO
qt
B
AA'`��'
y
City Manager, LICENSEE
City of El Segundo
Print Name: Doug iiillmore
ATTEST:
Ci E8
Co of El Segundo
ADDENDUM
PARK USE
Agreement No. 4186
A. Licensee must obtain the prior written approval from Licensor for the installation of any
facilities, including any subsequent modifications. Licensee will maintain all facilities in a safe
condition satisfactory to Licensor.
B. At any time, Licensor may require the relocation of any portion of the facilities. Licensee will
relocate same, at its expense, to a location satisfactory to Licensor within sixty (60) days after
receiving notice to relocate from Licensor.
C. At Licensee's expense, Licensee will post signs at all access points to the Property that read:
"No Kite Flying, Model Airplanes or Metallic Balloons Permitted, High Voltage Wires Overhead."
D. 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."
E. Licensee must close the park at any time Licensor deems it necessary for the safety of the
general public. 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.
F. At Licensee's expense, Licensee will install removable post -type barriers designed to
accommodate Licensor's Iocks, to prevent unauthorized vehicular use or parking, including but
not limited to, motorcycles, off -road vehicles, and "all- terrain" vehicles.
G. Trespass discouragers shall be installed on Licensoe's towers. The discourager installation will
be performed by SCE. Licensee shall pay SCE in advance, for all SCE 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.
H. 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.
W_A
Licensee's Initials
n
i I ' - ��
M1
no Name: 2001REO14231
-(MATCHAYMnent No. 41861
WALNUT AVE.
PALM AVE. j
138
s•
�
ELM AVE. $
•
cm
R SYCAMORE AVE.
0 100 200 400
i
SCALE IN FEET
v�
b
MARIPOSA AWE
M
i 139
28'
I—�
13B'
I
MAPLE AVE.
i
I �
I
®M
i f
27
I !
h PINE AYE,
OAK AVF- b
0
21-
1
I
I �
I
I i
i
LEGEND
+x
I
LANDS OF SCE
13B•
I PAW AVE
'
LIT j
BEING LICENSED TO
C1Y OF EL SEGUNDO
(mkTcH LJNE)
�
MOLLY AVE.
® APPROXIMATE TOWER LOCATION
a Tr. ihin�L),%I
1
(25r CLEARANCE
I
- -- 8' WIDE SKELL CALIFORNIA PIPELINE
'
TOTAL AREA (GROSS) 80.F T. 349.420 C. 8_.02
/�
EXHIBIT " Alt
FACOJTr NAME: EL NID44eK LMA.CyRv= 2Mv TA. N/1M P.I.G. NO. 5012093 1 J.O. 0003 JAMIN 10: REO142311
ucemEE: cm OF IE-
CITY: EL sEGVNDO
T.G.: 732 01
PROP&M NM : PLENVMG19
R/P AGM. Stsre Afford
COUNTY: LOS ANGELES STATE: CA r
LAND MAPPING: W TAN
ACCOUNT NO.: 1425
SVAti!nk:ruifmr+,,
E Q I S O N
+x..rsv�t�`.K•: «•r.}
SANDERS MAP NO.: 52058t. 52082
OTHER REF.: 48W13244. Assessors Mops
11-.P
M.S.: 40 -82 NW
DATE: 10/06/01
no Name: 2001REO14231