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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. Pb:nq R 1� :.a 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 -1- 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 -2- 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 -3- 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. -4- 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 -5- 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 s'� 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 -7- 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 -9- 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. -10- (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 -11- 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 -12- 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 -14- 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. ` l� ' ' ' ' / ' f 1n 04' V N p 7 Z �° N � '" a r � fry• � � ° �+ �,� f° n °j� cZ � fy M . G N �1 T �' •' v.1 y�? 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