HomeMy WebLinkAboutCC Resolution 9903 (Traffic Signal Conduit)RESOLUTION NO. 9 9 0 3
RESOLUTION TO ENTER INTO LICENSE AGREEMENT WITH GGBHTD FOR THE
INSTALLATION OF A TRAFFIC SIGNAL CONDUIT CROSSING GGBHTD RIGHT
OF WAY
WHEREAS, on the 21ST day of October, 1996, City Council approved the
award of contract for the project entitled, "Traffic Signal Installation at the Intersection of
Civic Center Dr./McInnis Pkwy," project No. 047-4710-409-8000, to Ghilotti Brothers
Construction, Inc. in the amount of $138,887.0.; and
WHEREAS, the installation of a traffic signal conduit across GGBHTD
right of way for advanced traffic detection, signal interconnect, and railroad preemption is
required as a part of this project; and
WHEREAS, the City and the GGBHTD have worked closely to create a
mutually acceptable license agreement for the traffic signal conduit crossing the GGBHTD
right of way ; and
WHEREAS, under the terms of the license agreement, the City must pay
an annual license fee of $900 per year due and payable on January 1 of each calendar year.
The annual license fee shall change on January V of each year based upon the change in
the Consumer Price Index for all urban consumers (all items) for the San Francisco -
Oakland area;
NOW, THEREFORE, IT IS HEREBY ORDERED AND RESOLVED
that the City of San Rafael adopt the resolution to authorize the City Manager to execute a
license agreement with the GGBHTD for the installation of a traffic signal conduit
crossing GGBHTD Right of Way.
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IT IS FURTHER ORDERED AND RESOLVED that the City increase the traffic
signals account for the annual expenditure of $900 under the terms of the license
agreement.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly introduced and adopted at a
regular meeting of the Council of said City on Monday, the 18"' day of August, 1997, by
the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Miller, Phillips & Vice -Mayor Heller
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Mayor Boro
JEA&E M. LEONCINI,City Clerk
This License Agreement ("Agreement") is entered into as of
Auqust 18 , 1997 ("Effective Date"), by and between the GOLDEN
GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT, a public district
("Licensor") and the CITY OF SAN RAFAEL ("Licensee").
R E C I T A L S:
A. Licensor is the owner of that certain real property which
is located in the vicinity of Civic Center Drive, in the City of
San Rafael, County of Marin, State of California, near Mile Post 5-
19.7, and is further described in Exhibit A, and shown on Exhibit
B, which are attached and incorporated by this reference
("Property").
B. Licensee desires to obtain a license from Licensor to
enter upon the Property for the purposes of undertaking certain
work ("Work"). The Work shall consist of: Constructing a 2"
traffic signal conduit ("Structure").
C. Licensee, upon completion of the Structure, is willing to
assume maintenance and repair of the Structure thereafter.
D. Licensor is willing to grant a license to Licensee on the
terms and conditions hereinafter set forth.
FOR VALUABLE CONSIDERATION, the receipt of which is
acknowledged, the parties agree as follows:
1. Grant of License. Licensor grants to Licensee,
subject to the conditions and covenants of this Agreement, a
revocable license ("License") for the purposes of constructing,
repairing, maintaining, and using a 2" traffic signal conduit
together with necessary rights of ingress and egress over the
property for these purposes in the location described in Exhibit
"C," which is attached and incorporated by this reference.
2. Nonexclusiveness of License. This License is
nonexclusive.
3. Prior Riahts. This grant is made subject and
subordinate to the prior and continuing right and obligation of
Licensor, its successors and assigns, to use the Property in the
performance of its transportation operations. There is reserved
unto Licensor, its successors and assigns, the right to construct,
reconstruct, maintain and use existing and future facilities and
appurtenances, including, without limitation, existing and future
transportation, communication, railroad track and pipeline
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COPY
facilities and appurtenances in, upon, over, under, across and
along the Property.
This grant is made subject to all licenses, leases,
easements, restrictions, conditions, covenants, encumbrances, liens
and claims of title which may affect the Property. The word
"grant" shall not be construed as a covenant against the existence
of any of these.
4. Term of License. The term of this License shall
commence upon the start of construction of the Structure. This
License shall continue until it is terminated as set forth herein:
(a) Either party may terminate this Agreement by
giving thirty (30) calendar days' written notice.
(b) The License shall be deemed terminated upon
Licensee's discontinuance of the use of any of the Structure for
one continuous year or abandonment and removal of the Structure. In
removing the Structure from Licensor's Property, Licensee agrees to
restore Licensor's Property insofar as is reasonably possible to
its condition prior to installation of the Structure.
(c) If Licensee defaults with respect to any
obligation, covenant or condition of this Agreement and fails to
correct the default within thirty (30) days after receipt of notice
from Licensor to do so, Licensor may immediately terminate this
Agreement by notice to Licensee.
Upon termination of the License, Licensee
shall, at its own cost and within thirty (30) days after the date
of the notice of termination, or within thirty (30) days after the
date the License is deemed terminated, remove the Structure from
the Property and restore the Property to the condition that it was
in as of the date Licensee entered the Property to commence
construction of the Structure. If the Licensee fails to remove the
Structure and restore the Property, Licensor may perform said work,
at the expense of the Licensee, which expense Licensee agrees to
pay to Licensor upon demand. Licensee's indemnity obligations set
forth in Sections 9 and 11 shall survive termination of the
License.
5. Lapse of Agreement. The rights granted by this
Agreement to Licensee shall lapse and become void if the con-
struction of the Structure is not commenced within one year of the
execution of this Agreement.
6. Workina Procedures: ReAair and Maintenance.
Licensee shall bear the entire cost and expense of operating,
repairing and maintaining the Structure on the Property. This
maintenance obligation shall survive the termination of this
Agreement. Licensee agrees that all work upon or in connection
with the Structure shall be done at such times and in such manner
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as not to interfere in any way whatsoever with the operations of
Licensor, its tenants or licensees. The plans for constructing the
Structure shall be subject to the approval of Licensor. Approval
by Licensor shall not constitute a warranty by Licensor that such
plans conform with applicable federal, state, and/or local codes
and regulations.
Licensee agrees to give Licensor and the operator of
any freight or passenger rail service ("Operator") ten (10)
calendar days' written notice prior to commencement of any work on
the Structure, except emergency repairs, in which event Licensee
shall notify Licensor's authorized representative by telephone.
Licensee agrees to keep the Property and the Structure in good and
safe condition, free from waste, so far as affected by Licensee's
operations, to the reasonable satisfaction of Licensor. If
Licensee fails to keep the Property and Structure in good and safe
condition, free from waste, then Licensor, may perform the
necessary work at the expense of Licensee, which expense Licensee
agrees to pay to Licensor upon demand. Additionally, Licensor may
terminate this License pursuant to Section 4 without limiting its
remedies.
Licensee shall comply with the regulations of
Licensor and the Operator and the instructions of either of their
representatives relating to the proper manner of protecting the
tracks, pipelines, wire lines, signals and all other property at
said location, the traffic moving on such tracks and the removal of
tools, equipment and materials.
All work by Licensee upon the Property shall
be performed in a good and workerlike manner satisfactory to
Licensor. Since there is the possibility of the existence of
pipelines or other structures beneath the Property, if Licensee
should excavate or drill, then Licensee's forces shall explore such
structures with hand tools to a depth of at least eight feet (81)
below the surface of the ground or, at Licensee's option, use
suitable detection equipment prior to drilling or excavating with
mechanized equipment. Absence of markers does not constitute a
warranty by Licensor of no subsurface installations. It shall be
Licensee's responsibility to determine the existence of any
underground facilities and Licensee shall call Underground Service
Alert at 1-800-642-2444 prior to beginning any work on the
Property.
Any open holes shall be satisfactorily covered at
all times when Licensee's forces are not physically working in the
actual vicinity. Upon completion of work, all holes will be filled
in to meet the surrounding ground level with clean, compacted,
earthen material and the property left in a neat and safe condition
reasonably satisfactory to Licensor.
Under no condition shall Licensee be permitted to
place or store any mechanized equipment, tools or other materials
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within twenty-five feet (25') of the center line of Licensor's
nearest railroad tracks.
Licensee shall not be permitted to cross Licensor's
tracks located on or adjacent to the Property to gain access to and
from the Structure. Access shall be by use only of designated
public streets or crossings.
Licensee agrees to reimburse Licensor for the cost
and expense to Licensor of furnishing any materials or performing
any labor in connection with the construction and maintenance or
removal of the Structure, including, but not limited to, the
installation and removal of such false work and other protection
beneath or along the railroad tracks, and the furnishing of such
security persons, flaggers and inspectors as Licensor deems
necessary. Prior to incurring any cost or expense, Licensor shall
reasonably notify Licensee of the same. Said reimbursement shall
be paid by Licensee to Licensor within thirty (30) days after
presentation of a bill.
Licensee shall fully pay for all materials joined or
affixed to the Property, and shall pay in full all persons who
perform labor on the Property. As Licensor is a public entity, its
property is not subject to mechanics' or materialmen's liens, and
nothing in this License shall be construed to make its property
subject to such liens. However, if any such liens are filed,
Licensee shall immediately remove them at Licensee's own expense,
and shall pay any judgment which may be entered. Should Licensee
fail, neglect, or refuse to do so, Licensor, after 48 hours prior
notice to Licensee, shall have the right to pay any amount required
to release any such liens, or to defend any action brought, and to
pay any judgment entered. Licensee shall be liable to Licensor for
all costs, damages, reasonable fees, and any amounts expended in
defending any proceedings or in the payment of any of said liens or
any judgment. Licensor may post and maintain upon the Property
notices of nonresponsibility as provided by law.
Licensee shall cooperate with Licensor in making any
tests Licensor requires of any installation or condition which in
Licensor's reasonable judgment may have an adverse effect on any of
the facilities of Licensor. All costs incurred by the tests, or
any corrections required as a result of such tests, shall be borne
by Licensee.
Licensee shall take protective measures necessary to keep
Licensor's facilities, including track ballast, free of sand or
debris resulting from its operations. Any damage to Licensor's
facilities resulting from Licensee's operations will be repaired or
replaced by Licensor, at Licensee's sole cost and expense, which
Licensee shall pay to Licensor promptly upon demand. Licensee
shall provide all barriers, directions, signage and other forms of
notice to the public to assure the smooth and uninterrupted flow of
traffic around the Property.
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Licensee shall not pile or store any materials or
park any equipment, when not in use, closer to the center of
nearest railroad track then permitted by the following permanent
clearances:
(i) 25'-0" horizontally from center line of track; and
(ii) 22'-6" vertically above top of rail.
The placement of piles, forms, bracing, shoring
falsework, or other construction supports shall be in accordance
with the current Caltrans Trenching and Shoring Manual, Appendix C.
Licensee shall notify Licensor the date said Work is
completed. Upon completion of the Work to be done upon the
Property, Licensee shall promptly remove from Property all tools,
equipment and materials placed thereon by Licensee or its agents.
Except for the construction and improvements authorized herein,
Licensee shall restore said Property to the same state and
condition as when Licensee entered thereon and shall leave said
Property in a clean and presentable condition.
7. Fiber OAtics Svstems. The rights granted by this
Agreement are subject to the rights of Licensor (or anyone acting
with the permission of Licensor) to construct, reconstruct, main-
tain and operate fiber optic and other telecommunications systems
("systems") in, upon, along, across and beneath the Property and
rights -of -ways of Licensor, including the Property under which the
Structure shall be constructed.
Licensee agrees to reimburse Licensor and/or the
owner of the systems for all expenses which would not have been
incurred except by reason of the use of the Property by Licensee,
its agents, employees or invitees, including relocation costs or
any damages incurred by such owner due to injury to the systems.
In addition to other provisions of this Agreement
requiring Licensee to give notice prior to commencing work,
Licensee shall telephone Qwest Communications, Inc. at 1-800-283-
4237 (a 24-hour number) to determine if a telecommunications system
is buried anywhere on the Property. If there is, Licensee will
telephone the owner of the system designated by Licensor, arrange
for a cable locator and make arrangements for relocation or other
protection for the system prior to beginning any work on the
Property.
8. Proiect Markers. Project markers in a form and size
satisfactory to Licensor, identifying the facility and its owner,
shall be installed and constantly maintained by and at the expense
of Licensee at Licensor's property lines or such locations as
Licensor shall approve. Such markers shall be relocated or removed
upon request of Licensor without expense to Licensor. The absence
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of markers does not constitute a warranty by Licensor that there
are no subsurface installations.
9. Hazardous Materials. Other than minor amounts of
materials necessary for the Work to be performed on the Property,
no hazardous materials shall be handled at any time upon the
Property. In the event of leakage or spillage from the Structure
or any vehicle in the control or custody of Licensee or any con-
tractor or agent for Licensee ("Leakage"), Licensee shall, at its
own expense, promptly clean Licensor's Property to the satisfaction
of Licensor, the Environmental Protection Agency and any public
body having jurisdiction in the matter. Any expense of required
compliance with federal, state or local environmental regulations
incurred by Licensor or Licensee as a result of any Leakage or
breach of this section shall be borne by Licensee, including any
fines and judgments levied against Licensor or its Property.
Licensee shall indemnify, hold harmless and defend
(with counsel reasonably satisfactory to Licensor) Licensor, the
Golden Gate Bridge, Highway and Transportation District, the County
of Marin, the Marin County Transit District, the successors and
assigns of any of them, any railroad company operating on the right
of way, and their respective directors, officers, employees
and agents, against all liability, cost and expenses (including,
without limitation, any fines, penalties, judgments, litigation
costs, attorneys' fees and consulting, engineering and construction
costs) incurred by Licensor as a result of Licensee's breach of
this section or as a result of any Leakage, regardless of whether
such liability, cost or expense arises during or after the term of
the License.
10. Assumption of Risk. Licensee shall assume all risk
of damage to the Structure and appurtenances and to any other
property of Licensee, or any property under the control or custody
of Licensee while upon or near the Property of Licensor incident to
the construction or maintenance of the Structure, caused by or
contributed to in any way by the construction, operation,
maintenance or presence of Licensor's operations on the Property;
provided, however, such assumption by Licensee shall not include
any damage caused by the active negligence and/or wilful misconduct
of Licensor, its agents or employees. Licensee releases Licensor
from any liability, including claims for damages or extra
compensation, arising from construction delays due to Licensor's
transportation operations.
11. Indemnitv and Insurance. Licensee shall release,
defend (with counsel reasonably satisfactory to the Licensee) and
indemnify the Licensor, the Golden Gate Bridge, Highway and
Transportation District, the County of Marin, the Marin County
Transit District, the successors and assigns of any of them, any
railroad company operating on the Premises, and their respective
directors, officers, employees and agents (collectively,
"Indemnittees") from and against all liability, cost and expense
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for loss of or damage to property and for injuries to or death of
any person (including, but not limited to, the property and
employees of each party) when arising or resulting from the use of
the Property by Licensee, its agents, employees, contractors,
subcontractors or invitees; or Licensee's breach of these
provisions. This indemnity shall encompass any liability arising
out of violations of Civil Code §3344. The duty of Licensee to
indemnify and save harmless the Indemnitees includes the duties to
defend as set forth in Section 2778 of the Civil Code. It is the
express intent of the parties under this Section 11, that Licensee
will indemnify and hold harmless the Indemnitees from any and all
claims, suits or actions arising from any cause whatsoever as set
forth above, other than the active negligence, wilful misconduct or
criminal acts of the Indemnitees. Licensee waives any and all
rights to any type of express or implied indemnity against the
Indemnitees arising out of Licensee's use of or activities on the
Property except for indemnification of the City for liability and
loss arising out of the active negligence, willful misconduct or
criminal acts of the Indemnities. This indemnity shall survive
termination of this Permit. It is the intention of the parties
that should any term of this indemnity provision be found to be
void or unenforceable, the remainder of the provision shall remain
in full force and effect.
Prior to entry upon the Property, Licensee shall provide
the Licensor with satisfactory evidence, in the form of a
Certificate of Insurance, that Licensee is insured in accordance
with the following, which insurance shall remain in effect
throughout the term of this Permit:
Any person, firm or corporation CITY authorizes to work
upon the Property, including any subcontractor, shall be deemed to
be CITY's agent and shall be subject to all the applicable terms of
this Agreement. Prior to entry upon the Property by such agents,
CITY shall provide DISTRICT with satisfactory evidence (e.g. in the
form of a Certificate of Insurance) that it and/or its contractors
or other agents who will obtain access to the Property pursuant to
this Agreement are insured in accordance with the following, which
insurance shall remain in effect throughout the term of this
Agreement and shall be at the sole cost and expense of CITY (or its
agents). Prior to the start of the work or entry onto the
Property, CITY agrees to require its contractor(s) to procure and
maintain, at its (or its contractors') sole cost and expense (and
to prove to DISTRICT's reasonable satisfaction that it remains in
effect throughout the work), the kinds of insurance described
below:
a. Workers' Compensation and Emplovers' Liabilitv
Insurance. CITY shall require its contractor(s) to procure the
payment of Workers' Compensation Coverage to its employees, as
required by Section 1860 of the California Labor Code (Chapter
1000, Statutes of 1965), or any subsequent amendments or successor
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acts thereto governing the liability or employers to their
employees.
Workers' Compensation shall be in accordance with
the provisions of Section 3700 of the California Labor Code (and
any amendments thereto or successor acts or statutes) and the CITY
shall furnish DISTRICT with a certificate evidencing such coverage.
The CITY and/or its contractor shall also maintain
Employer's Liability coverage with minimum limits of $1,000,000.00.
CITY shall furnish the DISTRICT with the
Certificate(s) of Insurance required hereunder prior to the
commencement of work. The Certificate shall also provide that the
CITY's contractor's policy will not be canceled or have coverage
reduced without thirty (30) days' prior written notice.
b. Commercial General Liabilitv Insurance. CITY
shall, at its own cost and expense, also procure and maintain
and/or require its contractors, at their own cost and expense, to
procure and maintain Commercial General Liability Insurance which
shall include as additional insureds the DISTRICT, the County of
Marin and the Marin County Transit District, their respective
directors, officers, employees and agents while acting in such
capacity, and their successors or assignees, as they now, or as
they may hereafter be constituted, singly, jointly or severally.
This insurance shall provide bodily injury and
property damage coverage with a combined single limit of at least
$2,000,000.00 each occurrence or claim and a general aggregate
limit of at least $2,000,000.00. This insurance shall include but
not be limited to premises and operations; contractual liability
covering the indemnity provisions contained in this Agreement;
personal injury; explosion, collapse, and underground coverage,
products and completed operations, and broad form property damage.
Prior to commencing work or entering onto the
Property, CITY shall require its contractor(s) to file a
Certificate(s) of Insurance with the DISTRICT evidencing coverage,
and upon request, a certified duplicate original of the policy.
Said Certificate(s) shall stipulate:
(1) The insurance company(ies) issuing such
policy(ies) shall give written notice to the DISTRICT of any
material alteration, or reduction in aggregate limits, if such
limits apply, and provide at least thirty (30) days' notice of
cancellation.
(2) That the policy(ies) is Primary Insurance
and the insurance company(ies) providing such policy(ies) shall be
liable thereunder for the full amount of any loss or claim which
contractor is liable for under this Section, up to and including
the total limit of liability, without right of contribution from
any other insurance effected or which may be effected by DISTRICT.
(3) The policy shall also stipulate: Inclusion
of DISTRICT as additional insureds shall not in any way affect
their rights either as respects any claim, demand, suit or judgment
made, brought or recovered against the CITY or its contractors.
Said policy shall protect the CITY, its contractors and the
DISTRICT in the same manner as though a separate policy had been
issued to each, but nothing in said policy shall operate to
increase the insurance company's liability as set forth in its
policy beyond the amount or amounts shown or to which the insurance
company would have been liable if only one interest had been named
as an insured.
C. Railroad's Protective Liabilitv Insurance. The
CITY shall provide and/or require its contractors to provide, with
respect to the operations it or any of its contractors perform
above the railroad tracks or within fifty (50) feet horizontally of
the railroad tracks, Railroad's Protective Liability Insurance with
either the AASHO policy form or the ISO/RIMA form with pollution
coverage for job site fuels and lubricants. The named insureds
shall be DISTRICT and shall cover all other railroads operating on
the right-of-way. The policy shall have limits of liability of not
less than $2,000,000.00 per occurrence, combined single limit, for
Coverages A and B, for losses arising out of injury to or death of
all persons, and for physical loss or damage to or destruction of
property, including the loss of use thereof. Prior to commencing
work or entering onto the Property, CITY shall file an original or
a duplicate original of the policy for Railroad Protective
Liability with the DISTRICT.
d. Automobile Liabilitv Insurance. CITY shall, at
its own cost and expense, procure and maintain and/or require its
contractor(s), at their own cost and expense, to procure and
maintain Automobile Liability insurance providing bodily injury and
property damage with a combined single limit of at least
$1,000,000.00 per occurrence for all owned, non -owned and hired
automobiles. This insurance shall provide contractual liability
covering all motor vehicles and mobile equipment to the extent
coverage may be excluded from general liability insurance. Such
insurance shall include as additional insureds the DISTRICT, and
its respective directors, officers, employees and agents while
acting in such capacity, and their successors or assignees, as they
now or as they may hereafter be constituted, singly, jointly or
severally.
All of the contractor's insurance specified above
shall remain in force until all work to be performed is
satisfactorily completed, all of CITY's personnel and equipment
have been removed from the railroad property, and the work has been
formally accepted. The failure to procure or maintain required
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insurance and/or an adequately funded self-insurance program will
constitute a material breach of this Agreement.
If any insurance specified above shall be provided
on a claim -made basis, then in addition to coverage requirements
above, such policy shall provide that:
(1) Policy retroactive date coincides with or
precedes the CITY's start of work (including subsequent policies
purchased as renewals or replacements).
(2) CITY will make every effort to maintain
similar insurance during the term of the Agreement following
project completion, including the requirement of adding all
additional insureds.
(3) If insurance is terminated for any reason,
CITY agrees to purchase an extended reporting provision of at least
two years to report claims arising from work performed in
connection with this Agreement or Permit.
(4) Policy allows for reporting of
circumstances or incidents that might give rise to future claims.
In addition to the requirements described above, any
additional coverages required by the United States Department of
Transportation, the Environmental Protection Agency and/or related
state and local laws, rules and regulations shall be complied with.
The CITY and/or its contractors shall obtain all permits, licenses
and other forms or documentation which are required and forward
them to the DISTRICT with the required evidence of insurance.
All policies will be issued by insurers acceptable
to DISTRICT.
CITY is insured and participates with other cities
and public entities as a member of the California Joint Powers Risk
Management Authority (CJPRMA) for excess coverage in the amount of
$10,000,000, over its $500,000 self-insured retention for
commercial general liability coverage. Upon completion of the
Structure, CITY shall provide DISTRICT with a Certificate of
Coverage from CJPRMA naming the Insureds as additional insureds in
the amount of $9,500,000 above its self-insured retention, and upon
request, a duplicate original of the Memorandum of Coverage. CITY
shall also provide Workers' Compensation Coverage and Employers'
Liability Coverage in the manner described above and shall provide
DISTRICT with a Certificate of Insurance evidencing such coverage.
Said Certificates shall stipulate:
(1) Thirty days advance written notice shall be
given the General Manager of the District prior to cancellation or
non -renewal of coverage.
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(2) That the policy is Primary Insurance and the
insurer shall be liable thereunder for the full amount of any loss
or claim which CITY is liable for under Sections 11 up to and
including the total limit of liability, without right of
contribution from any other insurance effected or which may be
effected by the Insureds.
12. Compliance with Laws. Licensee shall comply, at
Licensee's expense, with all applicable laws, regulations, rules
and orders with respect to the use of the Property, regardless of
when they become or became effective, including, without limita-
tion, those relating to construction, grading, signage, health,
safety, noise, environmental protection, hazardous materials, waste
disposal and water and air quality, and furnish satisfactory
evidence of such compliance upon request of Licensor. Licensee
shall also obtain, at Licensee's expense, any and all permits
required for construction and operation of the Structure.
13. Notices. All notices required or permitted to be
given under this Agreement shall be in writing and mailed postage
prepaid by certified or registered mail, return receipt requested,
or by personal delivery or by overnight courier, to the appropriate
address indicated below or at such other place or places as either
Licensor or Licensee may, from time to time, respectively,
designate in a written notice given to the other. Notices shall be
deemed sufficiently served four (4) days after the date of mailing
by certified or registered mail, one (1) day after mailing by
overnight courier or upon personal delivery.
To Licensee: City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Attn: Director of Public Works
To Licensor: Golden Gate Bridge, Highway and
Transportation District
P.O. Box 9000, Presidio Station
San Francisco, CA 94129-0601
Attn: General Manager
With a copy to: Hanson, Bridgett, Marcus,
Vlahos & Rudy
333 Market Street, Suite 2300
San Francisco, CA 94105-2173
Attn: David J. Miller, Esq.
Day-to-day communications to Licensor regarding this
Agreement should be directed to Mervin C. Giacomini, District
Engineer, Tel: (415) 923-2250; Fax: (415) 563-0809.
14. Relocation of License. In the event Licensor (or
its member agencies) shall at any time so require, Licensee, at
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Licensee's sole cost and expense, shall reconstruct, alter,
relocate or otherwise improve the Structure within 30 calendar days
of- receipt of written notice from Licensor to do so or such longer
period as approved by Licensor. The Licensor shall designate the
location for the Licensee to relocate its license, if on property
owned by Licensor. Any necessary property interests shall be
obtained at Licensee's sole cost and expense.
Licensee shall perform the relocation work in a manner
and at times satisfactory to Licensor. If Licensee fails to
perform such work, Licensor may perform the work at the expense of
Licensee, which expense shall, upon demand, be paid by the
Licensee. The provisions of this Agreement shall apply to all work
Licensee performs under this section.
15. Successors and Assians. Licensee shall not assign
nor sublet, in whole or in part, any rights covered by this
Agreement, or permit any other person, firm or corporation to use,
in whole or in part, any of the rights or privileges granted
pursuant to this Agreement, without first obtaining the written
consent of the Licensor.
16. No Waiver. No waiver of any default or breach of
any covenant of this Agreement by either party shall be implied
from any omission by either party to take action on account of such
default if such default persists or is repeated, and no express
waiver shall affect any default other than the default specified in
the waiver, and then the waiver shall be operative only for the
time and to the extent stated. Waivers of any covenant, term or
condition by either party shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition. The
consent or approval by either party to or of any act by either
party requiring further consent or approval shall not be deemed to
waive or render unnecessary their consent or approval to or of any
subsequent similar acts.
17. Severabilitv. Each provision of this Agreement
is intended to be severable. If any term of provision shall be
determined by a court of competent jurisdiction to be illegal
or invalid for any reason whatsoever, such provision shall be
severed from this Agreement and shall not affect the validity of
the remainder of this Agreement.
18. Attornevs' Fees. If any legal proceeding should be
instituted by either of the parties to enforce the terms of this
Agreement or to determine the rights of the parties under this
Agreement, the prevailing party in the proceeding shall receive, in
addition to all court costs, reasonable attorneys' fees.
19. Condemnation. In the event all or any portion of
the license is condemned for public use, Licensee shall receive
compensation only in the amount awarded for the taking and damaging
of Licensee's Structure. Any compensation for damages for taking
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the Property or Licensee's license interest thereon awarded to
Licensee shall be assigned to Licensor.
20. Costs. Licensee shall pay the costs for review
of the license application, design and construction plans,
preparation of the agreement and any inspection of construction,
including but not limited to, expenses incurred by Licensor, which
costs Licensee agrees to pay upon demand. In addition, Licensee
shall pay an annual license fee of Nine Hundred Dollars ($900.00)
per year due and payable on January 1 of each calendar year. The
annual license fee shall change on January 1st of each year based
upon the change in the Consumer Price Index for all urban consumers
(all items) for the San Francisco -Oakland -San Jose area.
21. Condition to Effectiveness. As a condition
precedent to the effectiveness of this Agreement, Licensor shall
have paid the license fees and provided satisfactory proof of
insurance and shall have had a Site Specific Work Plan approved by
Licensor.
22. Governing Law. The rights and liability of the
parties under this Agreement shall be interpreted in accordance
with the laws of the State of California.
23. Intearation. This Agreement constitutes the
complete expression of the agreement between the parties and
supersedes any prior agreements, whether written or oral,
concerning the subject of this Agreement, which are not fully
expressed in this Agreement. Any modification of or addition
to this Agreement must be in a writing signed by both parties.
24. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both of
which together shall constitute one and the same agreement.
-13-
IN WITNESS WHEREOF, the parties have executed this License as of
the day and year first above written by their duly authorized
representatives.
GOLDEN GATE BRIDGE, HIGHWAY
AND TRANSPORTATION DISTRICT
By:
General anager
13y: i14 i (a
DISK: NWP R -O -W #3
FN: CITYOSR.AGR/jd
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CITY OF SAN RAFAEL
By:
Rod Gouls:-"
Title: City Manager
ATTEST:
By: -
Je ne M. Leoncini, City Clerk
[CORPORATE SEAL]
EXHIBIT A
Legal Description for crossing of GGBHTD railroad property to install
traffic signal conduit along the following described centerline
Commencing at the most southerly corner of Parcel 1, as shown upon the Parcel
Map of Civic Center Plaza, Recorded September 21, 1984, in Book 22 of Parcel
Maps, at page 34, Marin County Records, Thence along prolongation of the
Southerly line of Parcel One, said prolongation line also being the Northerly line
of the former 100 foot NWPRR Right of Way line, South 40°34'20" West 22 feet
to a point in the Northerly line of the aforementioned former NWPRR Right of
Way line and the Point of Beginning, Thence from said Point of Beginning, South
35°33'20" East, approx. 103 feet to a point on the Southerly -line of the
aforementioned former NWPRR Right of Way line.
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