Resolution No. 72811
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RESOLUTION NO. 7281
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF A LICENSE AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND SOUTHERN
CALIFORNIA EDISON COMPANY FOR THE USE OF LAND
AT THE LAGUNA BELL SUBSTATION
WHEREAS, the City of Vernon presently maintains a remote
terminal unit at Southern California Edison ("Edison") Company's
Laguna Bell Substation for the purpose of monitoring the amount of
electrical power which is furnished to the City of Vernon by and
through the electrical transmission lines of said Company; and
WHEREAS, the City of Vernon, by Resolution No. 5635
adopted on June 20, 1989, entered into a License Agreement for the
purpose of installing, operating, and maintaining said remote
terminal unit for a term of ten years, which term will expire on
March 31, 1999; and
WHEREAS, Edison has offered to renew the License
Agreement for an additional ten-year term, on substantially the
same terms and conditions; and
WHEREAS, the City Administrator/City Clerk recommends
the renewal of this License Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
SECTION 1; The City Council of the City of Vernon
hereby finds and determines that the recitals contained
hereinabove are true and correct.
SECTION 2: The City Council of the City of,Vernon
hereby approves the License Agreement with Southern California
Edison Company, a copy of which has been presented to the City
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Council concurrently with this resolution, and the City Council
hereby orders said License Agreement to be received and filed by
the City Clerk.
SECTION 3: The City Council of the City of Vernon
hereby authorizes the Mayor and the City Clerk to execute said
License Agreement for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 2"d day of March, 1999.
EONIS C. MA URG, M yor
AT
TES/
7T
BRUCE V. MALKENHORST, City Clerk
-2-
F
1 STATE OF CALIFORNIA )
)ss
2 COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the City of
4 Vernon, do hereby certify that the foregoing Resolution, being
5 Resolution No. 7281, was duly adopted by the City Council of the
6 City of Vernon at a regular meeting of the City Council duly held
7 on Tuesday, March 2, 1999, and thereafter was duly signed by the
8 Mayor of the City of Vernon.
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11 BRUCE V. MALKENHORST, City Clerk
12 (SEAL)
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SUPPORTING
DOCUMENTS
N
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
Wm. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
DAVID B. BREARLEY
City Attorney
FAX: (626) 330-5818
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
CITY HALL BRUCE W. OLSON
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief
TELEPHONE (323) 583-8811 FAX: (323) 583-5236
March 16, 1999
Southern California Edison Company
Real Properties and Administrative Services
P.O. Box'410/100 Long Beach Boulevard
Long Beach, CA 90801-9812
Re: License Agreement/LAGUNA BELL SUB/Account No. 2845
Prop Number: PLLBX675J71/RP File No. P89WO05-1-47
Dear Ms. Gildersleeve:
Per your letter dated February 16, 1999, please find enclosed the fully
executed File Copy of the above referenced agreement, a copy of proof
of Liability Insurance which was originally mailed to you on February
24, 1999, and our check in the amount of $300.00.
The said agreement was approved by the Vernon City Council on March 2,
1999 through Resolution 7281.
If you have any questions, please refer them to Mr. Ken DeDario, our
Director of Utilities at Ext. 211.
4Ver truly yours
(` ou>�
G oria rosco
Chief uty City Clerk
GJO:rcm
cc: Ken DeDario
enclosures
#
CITY OF VERNON
FOLIO NUMBER
WELLS FARGO CHECK 71330
NUMBER
4305 SANTA FE AVENUE
71330
VERNON, CALIFORNIA 90058-0805
?: `s f �i'.:r'
'':
t - • ''�
, `; . F.
. , ,,(CHECK`DATE
s�-pis
(213) 583-8811
lm;�{K
•,*
2Z(1)
3
1 15U99
THE SUM
OF
DOLLARS AND CENTS . $300.00
VOID AFTER 90 DAYS
-PAY TO
THE Southern California nia Edison
CO
^AUTNO
ORDER OF P.O. BOX 600
D SIGN TU
Rosemead, CA 91771
TREASURER
II'07L33011' 1:1,22LO1,L9LIML59 28373811'
('ITV AF VFRNAN • Agnri CANTA FF AVF . VFRNON r.AI IFORNIA AnnSiR-I1ROS
VENDOR NO.
VENDOR NAME
DATE CHECK ISSUED
CHECK NO. '
000819
Southern California Edison Co.
3/15/99
71330
CITY ACCOUNT NUMBER
YOUR INVOIGENO:
YOUR INVOICE DATE
PAYMENT DESCRIPTION
DISCOUNTTAKEN
NET AMOUNT PAID
055-551-9000-5962
YJ
Annual License Fee
File dale: 4/6/99
$300.00
GOVERNING BOARD
President
Rosario Malin
Huntington Park
Vice President
Francisco Alonso
Monterey Park
Secretary
Marilyn A. Boyette
Huntington Park
Treasurer
Steve Klotzsche
San Fernando
Paul Talbot
Alhambra
Gary Kovacic
Arcadia
Cristina Madrid
Azusa
Bette Lowes
Baldwin Park
George Cole
Ben
Glenn Duncan
Chino
Betty L. Cook
Colton
Richard A. Marcus
Culver City
Gary P. McCaughan, M.D.
Downey
Jack Thurston
El Monte
Kelly McDowell
El Segundo
Jan Flory
Fullerton
James W. Cragin
Gardena
Al Fishman
Glendora
Charles Bookhamner
Hawthorne
Sam Y.Edgerton
Hermosa Beach
Marcos Lopez
Indio
Jose Fernandez
Inglewood
Paul H. Richards
Lynwood
Jack Cunningham
Manhattan Beach
Robert T. Bartlett
Monrovia
Marilyn White
Redondo Beach
Doude Wysbeek
San Fernando
Henry C. Gonzalez
South Gate
Tom Thomas
Upland
Thomas A. Ybarra
Vernon
Michael R. Touhey
West Covina
Dave Butler
Whittier
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
14156 MAGNOLIA BLVD., SUITE 103, SHERMAN OAKS, CA 91423 • (818) 981-7076 • FAX (818) 784-1187
February 24, 1999
Ms. Ann Gildersleeve
Licensing Specialist
Southern California Edison Company
P. O. Box 410/100 Long Beach Boulevard
Long Beach, California 90801
Re: Certificate of Insurance
City of Vernon
Dear Ms. Gildersleeve: -
We are pleased to enclose on behalf of our Insured, the City of Vernon,
the Certificate of Insurance you requested evidencing coverage in effect.
You have also been included as an Additional Covered Entity as shown.
on the attached Endorsement No. 6.
If you have any questions regarding either document, please feel free to
call me.
Sincerely,
inMSpiker
M. Nielsen, ARM
A General Manager
And Associates, Inc.
JMN:sI
Enclosures
cc: Robb Hubbard, Vice President,.Aon Risk Services, Inc.
Joan Francone, Risk Manager, City of Vernon
ADMINISTRATIVE/RISK
MANAGEMENT CONSULTANTS
KEN SPIKER AND ASSOCIATES, INC.
David N. Smith, Consultant
Gregory J. Spiker, ARM, Consultant
�! PRIMA
Advisory
:•
`f::
K241k
CERTIFICATE OF COVERAGE
PRODUCER
Independent Cities Risk
Management Authority
14156 Magnolia Blvd. Suite #103
Sherman Oaks, CA 91423
INSURED
City of Vernon
4305 Santa Fe Avenue
Vernon CA 90058
ISSUE DATE (MM/DD/YY)
2/24/99
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS
TUPON HE COVERAGE AGES AFFORDED BY THE MEMORANDUM OR POAMEND,ATE DOES NOT EXTEND OR ALTER
POLICY BELOW.
AUTHORITIES AFFORDING COVERAGE
AUTHORITYINDEPENDENT CITIES RISK
LETTER A MANAGEMENT AUTHORITY
COMPANY B
LETTER
COMPANY LETG.
TER
COMPANY D
LETTER
COMPANY E
�rree
COVERAGES
OR
THIS IS TO CERTIFY THAT THE POLICIES OR MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY DOCUMENT IS
R CONDITION OF ANY C
CERTIFICATE MAYR EDSINDICATED,S ISSUED OR MAY�PE TAIN.DING THE COVERAGES AFFORDED ANY BTERMY THE POLICY OR MEMORANDUM ESCRIBED ONTRACT OR OTHER HEREIN S SUBJECT TO ALL THE TERMS,
EXCLUSIONS, AND CONDITIONS OF SUCH POLICY OR MEMORANDUM.
CO TYPE POLICY OR POLICY OR POLICY OR
MEMORANDUM DMEAE OlMAND UM ALL LIMITS IN THOUSANDS
OF MEMORANDUM LTR COVERAGES NUMBER DATE
Difference between
EXCESS LIABILITY B18 PD 3,000,
A ❑ ® COMBINED f
I CAPL1019 7/ O 1/ 9 8 7/ 01 / 9 9 and Self -Insured Retention of
CLAIMS MADE OCCURRENCE 300,
f -
OTHER THAN UMBRELLA FORM
Covers" A Difference between
COVERAGE A EXCESS and Self-insurnd Retention of
WORKER'S COMPENSATION
AND f
COVERAGE B Coverage B difference between
EMPLOYER'S LIABILITY
f
an Self - Insured tent o
f
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIRESTRICTIONS/SPECIAL ITEMS
AS RESPECTS:
the City of Vernon's License Agreement LAGUNA BELL SUB, Account
No. 2845, Prop. No. PLLBX675J71, RP File No. P89WO05-1-47,
Certificate Holder is included as an Additional Covered Entity.
CERTIFICATE HOLDER CANCELLATION
Southern California Edison Company
P. O. Box 410/100 Long Beach Blvd.
Long Beach CA 90801
Ann Gildersleeve/Licensing Spec.
SHOULD ANY OF THE ABOVE DESCRIBED COVERAGES BE CANCELLED eewna r--
EXPIRATION DATE THEREOF, THE ISSUING AUTHORITIES WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF
ANY KIND UPOI{THE COMPANY, AUTHORITY, ITS AGENTS OR REPRESENTATIVES.
ENDORSEMENT NO. h
K:WM
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
EXCESS LIABILITY COVERAGE
It is agreed that the "Entities or Persons Covered" provision is amended to include the person or organization
named below, but only with respect to Liability arising out of operations performed for such Additional Covered
Entity by or on behalf of the MEMBER for such Person or Organization so designated.
ADDITIONAL COVERED ENTITY: Southern California Edi son Company
P. 0. Box 410/100 Long Beach Blvd.
Long Beach CA 90801
AS RESPECTS: the City of Vernon's License Aggreement LAGUNA BELL SUB
Account No. 2845, Prop. No. PLLBX675J71, RP File No.
P89W005-1-47.
It is further agreed that nothing herein shall act to increase ICRMA's Limit of Liability.
This endorsement is part of the Master Memorandum of Liability Coverage and takes effect on the effective date of
the Master Memorandum of Liability Coverage unless another effective date is shown below. All other terms and
conditions remain unchanged.
Effective Date: July 1, 199$ Agreement No.: T(.API 1019
Issued
Independe�t Oities Risk Management Authority
Date of Issue: February 24, 1999
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CITY OF VERNON
RP File No. P89W005-1-47
Properly No. PLLBX675J71
Account No. 2845
L I C E N S E A G R E E M E N T
INDEX
USE
TERM
CONSIDERATION
LIABILITY INSURANCE
LICENSOR'S USE OF THE PROPERTY
LICENSEE'S IMPROVEMENTS
LICENSEE'S PERSONAL PROPERTY
HEIGHT LIMITATIONS
ACCESS AND CLEARANCES
PARKING
FLAMMABLES, WASTE AND NUISANCES
PESTICIDES AND HERBICIDES
HAZARDOUS WASTE
SIGNS
FENCING
PARKWAYS AND LANDSCAPING
IRRIGATION EQUIPMENT
UNDERGROUND TANKS
UNDERGROUND FACILITIES
UTILITIES
TAXES, ASSESSMENTS AND LIENS
EXPENSE
ASSIGNMENTS
COMPLIANCE WITH LAW
GOVERNING LAW
INDEMNIFICATION
TERMINATION
EVENTS OF DEFAULT
REMEDIES
NON -POSSESSORY INTEREST
WAIVER
AUTHORITY
ATTORNEY FEES
ELECTRIC AND MAGNETIC FIELDS
NOTICES
RECORDING
COMPLETE AGREEMENT
File Copy
RP File No. P89W005-1-47
Property No. PLLBX675J71
Account No. 2845
LICENSE AGREEMENT
THIS AGREEMENT, made as of the I day of hk 19 CIC7 '
between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized un er the laws of the
State of California, hereinafter called "Licensor", and CITY OF VERNON 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.
California
The subject Property is located in the City of Commerce, County of Los Angeles. State of
SUBJECT TO:
Covenants, conditions, restrictions, reservations, exceptions, rights and easements,
whether or not of record :
1. Use: Licensee will use the Property for system remote terminal unit (RTU) 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 ten (10) years commencing on the first day of April, 1999 and ending on the last day of
March, 2009. 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 Three Hundred and 00/ 100
Dollars ($300.00) upon the execution and delivery of this Agreement for the first year; Three Hundred
and 00/ 100 Dollars ($300.00) for each succeeding year of the Agreement term, payable annually in
advance of the first day of April.
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" on all
amounts outstanding up to the maximum rate allowed by law.
4. Liability Insurance: Licensee will insure its liabilities which may result from its
activities hereunder by the purchase of a liability insurance policy with a Combined Single Limit of not
less than Three Million and 00/ 100 Dollars ($3,000,000.00) and will include Licensor as an additional
insured. Licensee will provide Licensor with evidence of such insurance upon request.
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5. Licensor's Use of the Property: 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 additionsof any or
nature whatsoever to the Property. Licensee expressly acknowledges that any expenditures
improvements will in no way alter Licensor's right to terminate in accordance with Article 27.
7. Licensee's Personal Property: 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
or the right
earto
remove the same from the Property at any time prior to thirty (30) days after the expiration
er
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 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 Licensor's equipment and materials over the Property. Licensor may require Licensee to
provide and maintain access roads within the Property, at a minimum of sixteen (16) feet in width,
together with commercial driveway aprons and curb depressions capable of supporting a gross load of
forty (40) tons on a three -axle vehicle. Unless otherwise specified in 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 25-foot-radius around all tower legs.
b. A 10-foot-radius around all steel and wood poles.
NOTE: Additional clearance shall be required for structures and other material improvements.
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.
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11. Flammables 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. All horticulture Licensees are
required to provide a copy of the annual License for Pest Exclusion/Nursery Program from the State of
California, Department of Food and Agriculture. 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 laws leaks
eregulations,spill
of, and/or contamination by or from hazardous materials as defined by applicable
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 Landscaping: 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. 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. Licensee will maintain, operate, repair and replace, if necessary,
all irrigation equipment at its own expense.
18. Underground erground 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 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.
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.
-3-
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. se: 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. 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.
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, 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.
28. Events of Default: The occurrence of any of the following shall constitute a material
default and breach of this Agreement by Licensee:
ce with
(a) Any makeanfailure other payment required to be meade by Li enseeche hereunder wheArticle 3, or to
due.
Y
(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.
-4-
(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.
(0 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 (30) 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 -Possessory 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.
31. 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. u on : 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
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 ("EMFD: There have been numerous scientific studies
about the potential effects of power -frequency electric and magnetic field ("EMF"). There are several
sources of EMF, including household appliances and electric power facilities. After many years of
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research, scientists have not found that exposure to power -frequency EMF causes disease in humans.
Research on this topic is continuing. Whenever anyone plans to license Edison property that is in close
proximity to Edison electrical facilities. Edison wants to share with those involved in the development,
information or literature it has about EMF. Should Licensee wish, brochures will be made available,
upon request, that explain some facts about EMF and that outline Edison's policy in this area. Please
let Edison know if you have questions or wish to have additional information.
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
Corporate Real Estate Department
Real Estate Revenue Division
100 Long Beach Blvd. Suite 1004
Long Beach CA 90802
To Licensee: City of Vernon
4305 Santa Fe Avenue
Vernon City Hall, CA 90058
Business Telephone No. (323) 583-8811
Licensee will immediately notify Licensor of any address change.
36. Recording: Licensee will not record this Agreement.
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.
ATTEST BY:
Bruce V. Malkenhorst
City Clerk
rvb 2/ 16/99
SOUTHERN CALIFORNIA EDISON COMPANY
LICENSOR
ANN E. GILDERSLEEVE
Licensing Specialist
Real Estate Revenue
Corporate Real Estate Department
CITY OF VERNON
By
*ayor L CENSEE
Print Nam Leonis C. Malburg
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