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Resolution No. 09900 1 RESOLUTION NO. 9900 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY QF 4 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT BY .AND BETWEEN THE CITY OF VERNON 5 AND SOUTHERN .CALIFORNIA EDISON COMPANY FOR THE USE OF LAND AT THE LACUNA BELL SUBSTATION 6 7 WHEREAS, the City of Vernon (the "City") presently maintains- $ a remote terminal unit in a shed at the Southern California Edison. 9 Company ("Edison") Laguna Bell Substation located in the City of 10 Commerce for the purpose of monitoring the amount of electrical power 11 which is furnished to the City of Vernon by and through the electrical 12 transmission lines of Edison; and- 13 WHEREAS., by Resolution No. 7281 adopted on March 2, 1999, 14 the City Council. of the. City of Vernon approved a License Agreement 15 with Edison for the purpose of installing, operating, and maintaining 16 said remote terminal unit for a term of ten years, which term will 17 expire on March 31, 2009; and 18 WHEREAS, Edison has offered to renew the License Agreement 19 for an additional five (5) -year term, on substantially the~same terms 20 and conditions; and 21 WHEREAS, the Director of Light & Power has recommended the 22 renewal of the License Agreement at the rate of $300.00 per year and • 23 recommends the payment of $1,500.00 to cover the annual fees for the 24 five (5) year term. 25 NOW, THEREFORE, BE IT .RESOLVED BY THE CITY COUNCIL OF THE: 26 CITY OF VERNON AS FOLLOWS: 27 SECTION 1: The City Council of the. City of Vernon hereby 28 finds and determines .that the recitals contained hereinabove are true 1 and correct." 2 SECTION 2: The City Council of the-City of Vernon hereby 3~ approves the License Agreement with Edison, a copy of which is 4 attached hereto as Exhibit A and incorporated by reference. 5 SECTION 3: The City Council of the City of Vernon hereby 6 authorizes the Mayor or Mayor Pro-Tem. to execute -said Agreement for, 7 and on behalf of, the City of Vernon and-the City Clerk or Deputy City 8 Clerk is hereby authorized to attest thereto. 9 SECTION 4: The City Council of the City of Vernon hereby 10 directs the City Clerk,. or her designee, to send one fully executed. 11 Agreement. to Edison together with a check in the sum of $1,500.00. 12 SECTION 5: The City Clerk of the City of Vernon shall 13 certify to the passage of: this resolution, and thereupon and 14 thereafter the same shall be in full force and effect. 15 APPROVED AND ADOPTED this 30th day of March, 2009.. 16 17 LeonisaCC Malburg Name: 18 19 ~ Title: Mayor / AT T: 20 21 NUELA GIRON, City Clerk 22 23 24 25 26 27 28 - 2 - 1 STATE OF CALIFORNIA ) ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON,-City Clerk of the City of Vernon, do hereby 5 certify. that the foregoing Resolution., being Resolution No. .9.900, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, March 30, 2009,. and 8 thereafter was duly signed by the Mayor or-Mayor Pro-Tem of the City. of 9 Vernon. 10 11 ANUELA GIRON, i y Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - EXHIBIT A CITY OF VERNON Contract No. 9000000002324 ' (formerly Contract No. 2845) L I C E N S E A G R E E M E N T INDEX 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5 LICENSER'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS 9. ACCESS AND CLEARANCES 10. PARKING 11. FLAMMABLES, WASTE AND NUISANCES. 12. PESTICIDES AND HERBICIDES 13. HAZARDOUS WASTE 14. SIGNS 15. FENCING 16. PARKWAYS -AND LANDSCAPING 17. IRRIGATION EQUIPMENT 18. UNDERGROUND TANKS 19. UNDERGROUND FACILITIES 20. UTILITIES 21. TAXES, ASSESSMENTS AND. LIENS 22. EXPENSE 23. ASSIGNMENTS 24. COMPLIANCE WITH LAW 25. GOVERNING LAW 26. INDEMNIFICATION 27, TERMINATION 28. EVENTS OF DEFAULT 29. REMEDIES 30. NON-POSSESSORY INTEREST 31. WAIVER 32. AUTHORITY 33: ATTORNEY FEES 34. ELECTRIC AND MAGNETIC FIELDS 35. NOTICES 36: RECORDING 37. COMPLETE AGREEMENT f Contract No. 9000000002324 (formerly Contract No. 2845) LICENSE AGREEMENT ~ Q THIS AGREEMENT, made as of the / day of 20 between SOUTHERN CALIFORNIA EDISON COMPANY SCE a cor oration or anized .under the laws ( p g of the State of California, hereinafter called "Licensor", and CITY OF VERNON hereinafter called "Licensee' ; VJITNESSETH: 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 Commerce, County of Los Angeles, State of California. 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 five (5) years commencing on the first day of April, 2009 and ending on the last day of March, 2014. 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; Yearly Payment Due Term Year Due Amount First Day Of First Year 2009 X300.00 April Second Year 2010 $300.00 April Third Year 2011 $300.00 April Fourth Year 2012 $300.00 April Fifth Year 2013 X300.00 April -1- 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. 4. Insurance: During the term of this Agreement, Licensee shall maintain the following insurance: (a) Commercial General Liability Insurance, including contractual liability and products liability, with a combined single limit of $300,000.00. 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. 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, or provide a certificate of self insurance. 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 .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. 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 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: -2- 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 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 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 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. 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. 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 riot 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 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. -3- 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 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 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. 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. 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. -4- 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. 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. (fl 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. -5- 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. 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 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 homes 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 Corporate Real Estate Department Real Estate Operations Division 14799 Chestnut Street Westminster, CA 92683 To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, 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. -6- 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. CITY OF VERNON SOUTHERN CALIFORNIA EDISON COMPANY BY Name LICENSOR ROSLYN DELMAR Land Services Agent Title:. Mavor /Mavor Pro- Tem Land Asset Management-Land Operations Corporate Real.Estate Department Date: ' Transmission Commerc/ial Mana eg m~e-~nqt APPROVED AS TO FORM: Date ~~~~~ff ~31 2~" A roved B Jeff A. Harrison, City Attorney ATTEST: Manuela Giron, City Clerk -7- r r ,,11 . i M.~ ~ .e..l ~ ~ ~ ~ ~ m~« ~ ~ ~ ~ ~ c;, ~ ~ c~ ~ ~ ~ ~ ~ ~ ~ r.~ .,._J u. ~~a, t' CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: March 30, 2009' TO: Donal O'Callaghan,, Director of Light & Power FROM: Nelly Giron, City Clerk ~~ii~~ l U RE: Resolution No. 9900.- 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 Transmitted herewith's a copy of Resolution No. 9900, ..referenced above, which was approved by City Council on March 30, 2009, a-long with a copy of the. signed original license agreement renewal for your transmittal. Thank you. NG : dj, c c: Martha Valenzuela ~ Resolution No. 9900 L~~~ f Agreement 09-050 ~ ~ ~ a ~ ~ ~ ~C o~ . ~/~3 ~U~ i_.i ~ ~ f t ~ ~ s ~ ~ ~ ~ e ~ LIGHT & POWER DEPARTMENT Donal O'Callaghan, Director of Light & Power April 1, 2009 VIA FEDEX Southern California Edison Company Corporate Real Estate. Department Real Estate Operations Division 14799 Chestnut Street Westminster, CA 92683 Subject: License Agreement/Laguna Bell Substation Contract No. 9000000002324 Attention: Roslyn Delmar Land Services Agent Dear Ms. Delmar: The City of Vernon City Council on March 30, 2009, approved and authorized the execution of the License Agreement between the City of Vernon and Southern California Edison Company. Enclosed is a fully executed copy of the Agreement for your records: Also, enclosed is Check No. 506443 in the sum of One-Thousand Fifteen Hundred Dollars ($.1,500.00) for the license payment for the term of five (5) years commencing on the first day of April, 2009 and ending on the last day of March, 2014. If you have any questions, please do not hesitate to call Ali Nour, Engineering Manager at (323) 583- 8811, extension 316. Sincerely, CITY OF VERNON Donal O'Callaghan Director of Light & Power DO:rmt Enclosures (2) c: Ali Nour Viet Nguyen Nelly Giron, Resolution No. 990© Document Control -Engineering 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1425 ~~clusive~y Zndustria~ CITr OF VERNON, LIGHT & POWER ACCOUNTS PAYABLE CHECK NO. 506443 iNVOI~ r NUMBER D:A'. L P.O. NUMBcR GESGRIPTIO~I C ~COIJ ~l1 A.!;1 i"; ~Rl_i 040109 04/01/2009 LICENCE AGREEMENT-LAGUNA BELL 0.00 1,500.00 1,500.00 PLEASE DETACH BEFORE DEPOSITING ~ti U 1L,~ Z Ci of Vernon - Li ht & Power 1 ~ 2 ~ ~ PAYABLE THROUGH 16=66 O ~t~"~1~~~~') 4305 Santa Fe Ave BANK OF AMERICA 1ZZ6 ~ l ~ ~ r~ ~ } Vernon, CA 90058 ~ (323) 583-8811 vetvooR , cH~cK `t~~rGf(~?";y~+,~~~e t~uMeEr. DATE n,uMe~R CWI*CKAMOUNT ~`,'~LY o°~ 000059 04/01 /2009 506443 1, 500.00 L2„s,s PAY One Thousand Five Hundred Dollars and No Cents To THE SOUTHERN CALIFORNIA EDISON ~-~\~~~Y„-~ oROER COPORATE REAL ESTATE DEPT. 14799 CHESTNUT STREET C~ of WESTMINISTER, CA 92683 /,-c.~t~ J~rs~ u¦fl~f1~.L-L~n¦ ~'iaannn~cr~• tt:~4~_n~?~n,u CITY OF VERNUN Contract No: 9000000002324 (formerly Contract No. 2845) - - - _ - L I C E N S E A G R E E M E N T ' INDEX 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5 'LICENSER'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS 9. ACCESS AND CLEARANCES 10. PARKING 11. FLAMMABLES, WASTE. AND NUISANCES 12. PESTICIDES AND HERBICIDES 13. HAZARDOUS WASTE 14. SIGNS 15. FENCING 16. PARKWAYS AND7~ANDSCAPING 17. IRRIGATION EQUIPMENT 18. UNDERGROUND TANKS 19. UNDERGROUND. FACILITIES 20. UTILITIES 21. TAXES, ASSESSMENTS AND LIENS 22. EXPENSE 23. ASSIGNMENTS 24. COMPLIANCE WITH LAW 25. GOVERNING LAW 26. INDEMNIFICATION 27. TERMINATION 28. EVENTS OF DEFAULT 29. REMEDIES 30. NON-POSSESSORY INTEREST 31. WAIVER 32. AUTHORITY 33. ATTORNEY FEES 34. ELECTRIC AND MAGNETIC FIELDS 35. NOTICES 36. RECORDING 37. COMPLETE AGREEMENT Contract No. 9000000002324 (formerly Contract No. 2845) LICENSE AGREEMENT THIS AGREEMENT,. made as of the 1~ day of 20 between SOUTHERN CALIFORNIA EDISON COMPANY (SCE), a corporation organized under 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. The subject Property is located in the City of Commerce, County of Los Angeles, State of California. 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 five (5) years commencing on the first day of April, 2009 and ending on the last day of March, 2014. 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 Fifteen Hundred and 00/ 100 Dollars 1500.00) for the full term of this Agreement. All payments subsequent to the initial payment will be paid to the Southern California Edison Company, Post Office Box 800, Rosemead, California, 9.1770, 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. 4. Insurance: During the term of this Agreement, Licensee shall maintain the following insurance: (a) Commercial General Liability Insurance, including contractual liability and products liability, with a combined single limit of $300,000.00. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional .insureds, but only for -1- Licensee's acts or omissions; (ii) be primary for all purposes and (iii) contain standard cross-liability provisions. 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,, or provide a certificate of self insurance. 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 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. 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 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 Licenser'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 Licensor's equipment and materials- over the Property. Licensor may require Licensee to provide and maintain access roads ~~vithin 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 bya 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 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: -2- 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. 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. 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 Landscaping: Licensee will keep parkway and sidewalk. areas adjacent tq 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 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. -3- 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 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. 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. A1Lmatters 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, 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. 28. Events of Default: The occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee: -4- _ (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. --(e)-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. (f) 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. 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 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. - -5- 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 arenumerous sources of power frequency elec-tr-ic-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 homes 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 Corporate Real Estate Department Real Estate Operations Division 14799 Chestnut Street Westminster, CA 92683 To Licensee: City of Vernon 4305 Santa Fe Avenue . .Vernon, 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. -6- 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. CITY OF VERNON SOUTHERN CALIFORNIA EDISON COMPANY Names ~ LICENSOR ROSLYN DELMAR Land Services Agent Title: Manor J Yem Land Asset Management-Land Operations Corporate Real Estate Department Date: Transmission' C~oJmmercial Management APPROVED AS TO FORM: Date / I~C l3r~OO A roved D Jeff A. H 'son, ity Attorney ATTEST: Manuela Giron, City Cle k -7- EXHIBIT A . ~ ~ i~ ~ r~ ~ ~ ~~rY ~ T~ K;' C~` ta'S L7 C"µ ~ tr; ~ 'i. "E Trl ~ ' (J'~ +y.,, ~ ~ ~ ~ ~ I~ bci ~ Cs) ~ ~ tJl yp W F~ml . C'" ~ ~ r ~ ~ 11i ` 1~ 5 C~~ C~ y`4 cn tin C ~ ~ 1 ~E (`7°t ti f r~^^ b'} y ~ :f1 '4, 1~ 4 INTEROFFICE ~r~,~-~ , ; , MEMORANDUM , Light & Power Department ~ 4 2009 cir~ c~~~K~s oF~1CE DATE: March 24, 2009 TO: -Eric Fresch, City Administrator FROM: Donal O'Callaghan, Director of Light & Power SUBJECT: License Agreement Renewal with SCE Laguna Bell Substation System Remote Terminal Unit Site The City of Vernon Light & Power owns and operates a Remote Terminal Unit ("RTU") which is located in a shed at Southern California Edison ("SCE") Laguna Bell Substation. The existing property license agreement with SCE will expire at the end of March 2009. The original agreement was signed in 1989 and then in 1999 with provisions for ten years renewals. SCE has submitted a revised license agreement for our execution while extending a five years renewal. Light & Power Department staff has reviewed the revised license-agreement and recommends City Council approval and requests a check in the amount of $1,500 which will cover five years of annual fees. Should you need additional information, please let me know. DOC/ARN/rmt C: Ali Nour r ~Nelly Giron - ~~'5 c:~~ G~fi~eii~ z 6YCc/d2~G~ Judy Lehr J Rory Burnett Document Control -Engineering -SCE Agreements CITY OF VERNON Contract No. 9000000002324 (formerly Contract No. 2845) L I C E N S E A G R E E M E N T INDEX 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5 LICENSOR'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS 9. ACCESS AND CLEARANCES 10. PARKING 11. FLAMMABLES, WASTE AND NUISANCES 12. PESTICIDES AND HERBICIDES 13. HAZARDOUS WASTE 14. SIGNS 15. FENCING 16. PARKWAYS AND LANDSCAPING 17. IRRIGATION EQUIPMENT 18. UNDERGROUND TANKS 19. UNDERGROUND FACILITIES 20. UTILITIES 21. TAXES, ASSESSMENTS AND LIENS 22. EXPENSE 23. ASSIGNMENTS 24. COMPLIANCE WITH LAW 25. GOVERNING LAW 26. INDEMNIFICATION 27. TERMINATION 28. EVENTS OF DEFAULT 29. REMEDIES 30. NON-POSSESSORY INTEREST 31. WAIVER 32. AUTHORITY 33. ATTORNEY FEES 34. ELECTRIC AND MAGNETIC FIELDS 35. NOTICES 36. RECORDING 37. COMPLETE AGREEMENT ~ R P,_ F Contract No. 9000000002324 (formerly Contract No. 2845) LICENSE AGREEMENT ~ ~ THIS AGREEMENT, made as of the/ day of ~ 20 between SOUTHERN CALIFORNIA EDISON COMPANY SCE a cor oration or anized under the- laws ( p g of the State of California, hereinafter called- "Licensor", and CITY OF VERNON hereinafter called "Licensee' ; WITNESSETH: That Licensor, for and inconsideration of the faithful performance by Licensee of the Perms, 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 Commerce, County. of Los Angeles, .State of California. 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 five (5) years commencing on the first day of April, 2009 and ending on the last day of March, 2014. 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; Yearly Payment Due Term Year Due Amount First Da Of First Year 2009 X300.00 April Second Year 2010 X300.00 April Third Year 2011 X300.00 April Fourth Year 2012 X300.00 April Fifth Year 2013 $300.00 April -1- 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. 4. Insurance:, During the term. of this Agreement, Licensee shall maintain. the following insurance: (a) Commercial General. Liability Insurance, including contractual liability and products liability, with a combined single limit of $300,000.00. 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. 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 dafe 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, or provide a certificate of self insurance. 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 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. 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 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. -2- 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 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 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 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. Parking:. 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. 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. 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. Sins: 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 incompatible with adjoining properties and that is satisfactory to Licensor. -3- 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 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 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. 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. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell thisAgreement 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. Iridemnification: 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. -4- 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. 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. (t) 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. -5- 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. 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 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. Attorney' 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 homes 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 Corporate Real Estate Department Real Estate Operations Division 14799 Chestnut Street Westminster, CA 92683 To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, 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.. -6- 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. CITY OF VERNON SOUTHERN CALIFORNIA EDISON COMPANY r i Name LICENSOR ROSLYN DELMAR Land Services Agent Title: Manor / MaYorPi°e=-T-errr= sand Asset Management-Land Operations Corporate Real Estate Department Date: Transmission Commercial Mana eg m~e~ngt APPROVED AS TO FORM: Date ~'/(i76~Cf~ ~31 ~~v A roved B Jeff arr' on, City Attorney ATTEST: MaYrttei~ fxiren; Ert~=Elerk- Sharon Duckworth, Acting beputy City Clerk -7- ~X~.ZbT'~ k L~"C~I~S~' f ~ TfiE L^Z~ ~QF y ~;R?vT~?`t i 3 i r ;~.1~~~~ 13 8 '~l~~~d 1 . ~ 3 r s ,~'~I _ f • - 3 _ ~C? ~~ct .~]4~.~a~U{?''*€d7{~S(T~~~.}, ~tSP }~~_~.5fyn~> ,~.~tl~ [~~7'~}[~ /~f~~7' YY V VLJ ~T~JLi~ !'k1VS ~ L5`i. ~71.S S37 `~_Ly.11.~~ 0 r ~ ~ fI # ~ p ~ f+ iIII ~ ~ f~ ~f _ t Ott, .rte. LIGHT & POWER DEPARTMENT Donal O'Callaghan; Director of Light & Power April 14, 2009 - VIA FEDEX Southern California Edison Company Corporate Real Estate Department Real Estate Operations Division 14799 Chestnut Street Westminster, California 92683 Attention: Ms. Roslyn Delmar - Land Services Agent Subject: License Agreement Between Southern California Edison Company and the. City of Vernon for the Use of Land at the Laguna Bell Substation Contract No. 9000000002324 Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on March 30, 2009, through Resolution No. 9900. Also, attached i5 the Evidence of Coverage. If you have any questions regarding this matter, please call the undersigned at (323) 583-8811, extension 834. Sincerely, cl~ Donal O'Callaghan Director of Utilities & Government Infrastructure DO:rmt Enclosures (2) cc: Ali Nour ~ Kelly Giron °w/o Agreement Document Control -Resolution No. 9900 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 8.26-1425 ~~cCusiveCy ZndustriaC ..1 - • ~VII~~NE t~~ ~Q VER~G 'Chic Lvitlcncc of Caveragc is used as a n)attcr ot° ioforntation only anti confers nU ri8hts upon tlto Certificate. 1loldcr: "1'Itis Ividcncc of Coverage dons rtol intend, extend, or alter the cov~ra,~e tt(torded by tht< nietnorandtt listed hi:lnw. CEI~TZFTCA.'T`E H4LAlCR IN>FGRIVIATIQN Sotttliern California 1~disan ~ompatty, its ofticc;rs, a~ertts, and employees as additir~r~al insureds `I'ftis inst>ranee is primary-for al[ purpeses. ~over~ge Feriod; July 1, 2UUS to June 3U, 2D09 ~~;~re~ 12:01 ~,tm.: July 1, 2009 'I'bis isCvidencc of Coverage that the City Uf Vernon Itas the coveragcs`listcd bclttw far tltc peridd indieated. ti'otwithstantling anyrequirement,~ term, or eonditian of any contract oratltcr d~cumcnt with respect to ~~~hich thrs 1'svidencc ~f Cu~~eragt; may be ttscd or tnny ~tenain. the covcrnges at7ordcd by the instirancc policies described herein are subject to.all the tcnns, exclusions, and conditions ol'such insurrnrce politics TYFE OF C4VERA,GL LIMIT Q~' L)CABILITY/C()V~RAGE General Liability $2,OOU,(lUU S!<Ct Per Occurrence Sctbject to policy liittit~, terms, and conditions Sht)trld my of .the a6ovz coverages for the (~ovi:red Piny he ehangetl or withdrawn prior to the expiration dtttc issued above, C=ity of Vernon will ntai! 30 days written notice to the Certificatt: 1[oftlcr, trot failure to mail such,notitc shall impose no ohligatinn or linhiiity of any kind upon City of Vernon, its agents, or reprcsertiatives: if you httivc atny questions, contact: Wlhrd G. Yanutbuchi, Risk tvlanu~cr City ~I° Vernon- -43O5 Santa Ise Avenue Vernon, Cttlil'antia 9f~(}Sii {323) Si33-881 l - - ~ f' Authoricct] Iteprest:ntati~ie: Dufc Issued: flpril 13, 2009 ~ovo~.oooa L~~ Transmittal Number: 229-ENG 91.2 Page 1 of 1 city of Verngn TRANSMITTAL Light & Power Department LETTER 4305 Santa Fe Avenue, Vernon, CA 9.0058 Tel.: 323-583-8811, Ext. 561 Fax: 323-826-1425 .FROM:. Light & Power Department DATE: 4/14/09 ATTN; Ms. Roslyn Delmar TO: Southern California Edison Company Corporate Real Estate. Department Real Estate Operations Division 14799 Chestnut Street Westminster, CA 92683 C: 1Ne ~Ir~`>r~~r~iit For Your ~'~ne Followin ® Herewith ? Under Se arate Cover Transmitted Via ? Approval ? Specifications ? Fax Number: ? Review and Comment ? Submittals ® Overnight Service :8630 5714 1796 ? Distribution as Indicated ? Drawings ? US Mail ? Information Only ? Close-Out Documents ? Per Your Instructions ®Use/File ? Computer Files ? Hand Delivered ? Action: ? Documents ® Contract Documents ? Other: ? Other: CD Co , iie$. Date ' Dascrq t~.~n 1 4/14/09 License Agreement Between SCE and City of Vernon for the Use of Land at the Laguna Bell Substation Contract No. 9000000002324 _ ' COIVI~VIENfiS Transmitted From: Michelle Mermis 4305 Santa Fe Avenue, Vernon, CA 90058 Tel.: 323-583-8811, Ext 812 Fax: 323-826-1425 Copies To: File: Transmittals /Agreement. / Eng 91.2 _.a~ `~ign,~~ and Rel~u:~: of vEA ,~4 ~v ~o.,,'bo u4 y. 'F~ 4~P 4~ CITY ATTORNEY'S OFFICE INTER-DEPARTMENT MEMORANDUM DATE: May 5, 2009 T0: Donal O'Callaghan,.Director of Ligh & Power FROM: Jeff A. Harrison, City Attorney RE: Amendment to the License Agreement By and Between the City of Vernon and Southern California Edison Company for the Use of Land at the Laguna Bell-Substation Dear Donal: I have received and reviewed the Memorandum dated April 30, 2009, and the attachments thereto. ..The change made to the Agreement is not substantive and the resolution indicated the $1,500 payment. I recommend just swapping out the Cover Page and Pages 1-6 o'f the. City's executed Agreement since the signature page remains the same. I will forward your Memorandum and attachments to the City Clerk to make the change. s 1 JH:j1 ~"U 7 Enclosure- , cc: Nelly Giron - Resolution No. 9900 r ~F ~ 7o.~A~• U~; ~ i ~ ~ INTEROFFICE ~ n~~ - MEMORANDUM ~ {i .T 4 b `~~F'k~Y aNn~ - - - - - - - Light & Power Department DATE: Apri130, 2009 TO: Jeff Harrison,~City Attorney FROM: Donal O'Callaghan, Director of Utilities & Government Infrastructure SUBJECT: Amendment to the License Agreement By and Between the. City of Vernon and. Southern California Edison Company for the Use of Land at the Laguna Bell Substation On March 30, 2009, the City of Vernon City Council approved .Resolution No. 9900, License Agreement By and .Between the City of Vernon and Southern California Edison Company for the Use of Land at the Laguna Bell Substation. A correction was made on Page 1, Article 3. Consideration of the License Agreement. The City paid $1,500.00 which covered the five-year term of the License Agreement and the previous copy showed annual payments of $300.00. The attached Cover Page -and Pages 1 through 6 will need to be replaced in the- approved License Agreement. Page 7, the signature page did not change. Please review the attached and determine the next course of action. Should you need additional information, please let me know. DOC:ARN:rmt Attachments cc: Ali Nour Document Control -Engineering -SCE Agreements-Resolution No. 9900 , 1~1 ~ ~ t ~ ~ ~`~f ~r SOUTHERN CALIF-ORNIAD An EDISON INTERNATIONALS Company y r p~..ni l Apri124, 2009 City of Vernon .4305 Santa Fe Avenue Vernon, CA 90058 Attention: Michelle Mermis Subject: Correction to License Agreement LAGUNA BELL SUB Contract No: 9000000002324 (formerly Contract No. 2845) Property No: PLLBX675J71 A correction was made on Page 1, Article 3, Consideration of the enclosed Agreement. The City paid $1500 which covered the five year term of the License and the previous copy showed annual payments of $300. Please replace the Cover Page and Pages 1 through 6 in your copy of the Agreement with the attached. Page 7, the signature page did not change. If you have any questions, please call me at (714) 934-0832. Sincerely,.- l~~d~l Roslyn elmar Land Services Agent Enclosures 14799 Chestnut Street Westminster, CA 92683