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LICENSE AGREEMENT
Cathedral Canyon Channel - East and West, Stage 2
Encroachment Permit No. 4150
Project No. 6-0-00010
This License Agreement ( "License Agreement "), dated as of ________________, is entered into by and between the Riverside County Flood Control and Water Conservation District, a body corporate and politic ( "LICENSOR"), and the City of Cathedral City, a municipal corporation ( "LICENSEE"). LICENSOR and LICENSEE are hereinafter collectively referred to as the "Parties" or individually as "Party".
RECITALS
A. LICENSOR operates and maintains the Cathedral Canyon Channel - East and West, Stage 2 (Project No. 6 -0-00010), principally located in the city of Cathedral City identified as LICENSOR Parcel Number 6010 -108 (Riverside County Assessor 's Parcel Nos. 674-020-052 and 674-020-053), shown in concept in green on Exhibit "A", attached hereto and made part hereof . LICENSEE desires to utilize portions of LICENSOR's existing Cathedral Canyon Channel - North facility, hereinafter called "CATHEDRAL CANYON CHANNEL"; and
B. CATHEDRAL CANYON CHANNEL is an essential and integral part of LICENSOR's regional system of stormwater management infrastructure that provides critical flood control and drainage to LICENSEE's jurisdiction and adjacent unincorporated areas; and C. CATHEDRAL CANYON CHANNEL is located within LICENSOR 's existing easements and rights of way, hereinafter called "LICENSOR EASEMENTS"; and D. LICENSEE desires to and currently utilizes portions of LICENSOR EASEMENTS, with said portions hereinafter collectively called "LICENSED AREA", as generally depicted in orange on Exhibit "B"; and
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E. The Parties acknowledge that this License Agreement memorializes the Parties prior understandings and agreements made with respect to the construction and maintenance of North Cathedral Canyon Channel Bridge. The Parties further acknowledge that as of the date of this License Agreement the construction of North Cathedral Canyon Channel Bridge was completed on or about April 24, 2025. LICENSEE has complied with those provisions applicable to all construction and tasks required prior to the same, to the satisfaction of LICENSOR. Nothing in this License Agreement shall be construed to amend, modify or supersede Encroachment Permit ( "EP 4150 "), which shall remain in full force and effect according to its terms; and
F. LICENSEE owns and operates an existing bridge along Date Palm Drive.
As part of the project modifications, LICENSEE has constructed the following i) widen approximately 11 lineal feet of the bridge ("BRIDGE WIDENING"), which will include the addition of, (ii) 8 lineal feet of bike lane ("BIKE LANE"), (iii) 4 lineal feet of 3 -inch asphalt concrete ("AC") pavement ("PAVEMENT IMPROVEMENTS"), (iv) 6-foot-wide sidewalk with integral curb ("SIDEWALK"), (v) concrete barrier with architectural treatments and metal railing ("BARRIER IMPROVEMENTS"), (vi) retaining wall ("RETAINING WALL"), (vii) traffic signage and signals ( "TRAFFIC DEVICES") and (viii) storm drain pipes ranging in diameter from 24 -inch to 36-inch ("ROADWAY DRAINAGE LATERALS"). Together, BRIDGE
WIDENING, BIKE LANE, PAVEMENT IMPROVEMENTS, SIDEWALK, BARRIER IMPROVEMENTS, RETAINING WALL, TRAFFIC DEVICES and ROADWAY DRAINAGE LATERALS are hereinafter called "NORTH CATHEDRAL CANYON CHANNEL BRIDGE", as shown on Exhibit "C", attached hereto and made a part hereof; and G. NORTH CATHEDRAL CANYON CHANNEL BRIDGE and its
associated roadway improvements are to provide residents with connections to the downtown area through the installation of sidewalks and bicycle lanes; and 261687
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H. CATHEDRAL CANYON CHANNEL flood control function is sporadic in nature and , thus, construction and operation of NORTH CATHEDRAL CANYON CHANNEL BRIDGE may be accommodated within LICENSOR EASEMENTS to the extent that such uses do not unreasonably interfere with LICENSOR's principal function or LICENSOR's ability to operate and maintain CATHEDRAL CANYON CHANNEL; and I. Subject to the provisions of this License Agreement, LICENSOR has agreed to (i) allow LICENSEE to cause the construction of NORTH CATHEDRAL CANYON CHANNEL BRIDGE within LICENSE D AREA and (ii) allow LICENSEE to operate and maintain NORTH CATHEDRAL CANYON CHANNEL BRIDGE located within its right of way or easements, as shown in orange on Exhibit "B"; and J. In accordance with the provisions of this License Agreement, LICENSEE has (i) prepared plans and specifications for NORTH CATHEDRAL CANYON CHANNEL BRIDGE and submitted to LICENSOR for its review and approval, (ii) constructed and inspected NORTH CATHEDRAL CANYON CHANNEL BRIDGE at no cost to LICENSOR within LICENSOR EASEMENTS, (iii) conducted periodic safety inspections of NORTH CATHEDRAL CANYON CHANNEL BRIDGE, (iv) accepted ownership and responsibility for the structural integrity of and abutments undern eath NORTH CATHEDRAL CANYON CHANNEL BRIDGE, (v) accepted operation and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE and (vi) agreed to indemnify, defend and hold LICENSOR harmless from any claims arising from LICENSEE's or the public's use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE or from LICENSEE's responsibilities in connection therewith or the condition thereof; and
K. It is in the public interest to proceed with this License Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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SECTION I
LICENSEE shall:
1. Pursuant to the California Environmental Quality Act ("CEQA"), continue to act in the Lead Agency role and be responsible for preparation, circulation and adoption of all necessary and appropriate CEQA documents pertaining to the construction, operation, repair and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE.
2. LICENSEE has submitted to LICENSOR (Attn: Permitting Services Section) an application for an Encroachment Permit and LICENSOR approved and issued EP 4150 to LICENSEE along with approval of the plans and specification for NORTH CATHEDRAL CANYON CHANNEL BRIDGE ("IMPROVEMENTS").
3. Pay all reasonable costs associated with preparation of IMPROVEMENT PLANS, including LICENSOR's review and approval thereof.
4. Pay all costs associated with LICENSOR's preparation and administration of this License Agreement.
5. Secure, at its sole costs and expense, all necessary permits, approvals, licenses or agreements as may be required by any federal, state or local resource or regulatory agencies, as may be needed to operate and maintain NORTH CATHEDRAL CANYON CHANNEL BRIDGE.
6. Comply with all provisions of EP 4150 issued by LICENSOR (Attention:
Plan Check Section) for construction of NORTH CATHEDRAL CANYON CHANNEL BRIDGE or any other improvements within LICENSOR EASEMENTS.
7. Furnish LICENSOR with copies of all permits, approvals or agreements as may be or was required by any federal, state or local resource and/or regulatory agencies for the construction, operation, inspection and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE. Such documents include, but are not limited to, those issued by the U.S. 261687
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Fish and Wildlife Service, U.S. Army Corps of Engineers, California Regional Water Quality Control Board, California Department of Fish and Wildlife, the State Water Resources Control Board and the Coachella Valley Conservation Commission ("REGULATORY PERMITS").
8. Assume sole responsibility for compliance with the requirements of all REGULATORY PERMITS, including any amendments thereto, pertaining to the construction, operation, inspection and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE.
9. Take reasonable action to ensure that REGULATORY PERMITS, including any subsequent renewal or amendments thereto, will not (i) unreasonably impede LICENSOR's ability to perform all necessary operation and maintenance activities for CATHEDRAL CANYON CHANNEL as determined by LICENSOR or (ii) include any stipulations that would result in additional mitigation obligations being placed upon LICENSOR for maintenance operations within LICENSOR EASEMENTS.
10. Ensure NORTH CATHEDRAL CANYON CHANNEL BRIDGE was
constructed in LICENS ED AREA in accordance with IMPROVEMENT PLANS approved by LICENSOR, and pay all costs associated therewith.
11. Provide LICENSOR with a reproducible duplicate copy of final record drawings.
12. Not permit any change to or modification of LICENSOR approved IMPROVEMENT PLANS without the prior written permission and consent of LICENSOR, which shall not be unreasonably withheld.
13. Within LICENSOR EASEMENTS, a ssume sole responsibility for (i) the design, construction and inspection of NORTH CATHEDRAL CANYON CHANNEL BRIDGE and (ii) the operation and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE, including all necessary modifications, repairs, corrections or temporary removal as 261687
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reasonably deemed necessary by LICENSOR for the continuing function, reconstruction, repair or operation and maintenance of CATHEDRAL CANYON CHANNEL facility. In the event of a dispute between LICENSEE and LICENSOR as to whether a particular modification, repair, correction or temporary removal is reasonably necessary, the Parties shall meet and confer for at least thirty (30) days in an attempt to resolve the dispute.
14. Within LICENSOR EASEMENTS, (i) assume sole responsibility for all necessary repairs and the routine removal of trash and debris associated with LICENSEE 's use of LICENSOR EASEMENTS and public 's use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE, (ii) assume sole responsibility for the structural integrity of and abutments underneath NORTH CATHEDRAL CANYON CHANNEL BRIDGE and (iii) as between LICENSOR and LICENSEE, assume all liability associated with the public use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE, including claims of third persons for injury or death or damage to property, subjec t to any defenses and immunities LICENSEE may have in response to such third party claims. Said obligation shall not include any inverse condemnation liability of LICENSOR by reason of the location of CATHEDRAL CANYON CHANNEL or NORTH CATHEDRAL CANYON CHANNEL BRIDGE improvements thereto unless such liability is the result of LICENSEE's operations or use of the property by the public pursuant to LICENSEE's actual or tacit consent.
15. Protect the safety of the public who may utilize LICENSOR EASEMENTS by conducting periodic safety inspections of NORTH CATHEDRAL CANYON CHANNEL BRIDGE and promptly making repairs that are necessary to safeguard the public and its use thereof.
16. Cause its contractors or subcontractors to take any and all other necessary and reasonable steps to protect the public from harm due to the work performed on LICENSE D AREA under this License Agreement.
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17. Promptly repair any damage to CATHEDRAL CANYON CHANNEL resulting from LICENSEE's use of LICENSOR EASEMENTS under the license granted herein unless such damage is caused by flooding or is the result of LICENSOR's operation, maintenance or improvements to its facilities located therein.
18. Waive any claim against LICENSOR for damages to NORTH CATHEDRAL CANYON CHANNEL BRIDGE resulting from LICENSOR 's operation and maintenance activities performed within LICENSOR EASEMENTS or its appurtenant works, including any natural calamity, act of God or any cause or conditions beyond the control of LICENSOR, save and except damages resulting from LICENSOR's active negligence or willful misconduct.
19. Immediately remove, upon written request by LICENSOR 's General Manager-Chief Engineer, any improvements and/or equipment not previously approved by LICENSOR or cease use where LICENSEE has installed said improvements and/or equipment or LICENSEE has used or allowed use of LICENSOR EASEMENTS in a manner which, in the sole opinion of LICENSOR 's General Manager -Chief Engineer, would be detrimental to the operation of CATHEDRAL CANYON CHANNEL. If LICENSOR invokes this provision, it shall be required to communicate a detailed explanation of the basis for its determination that NORTH CATHEDRAL CANYON CHANNEL BRIDGE has become detrimental to the operation of CATHEDRAL CANYON CHANNEL in writing to LICENSEE and shall be required to meet and confer with LICENSEE's designated representatives prior to finalizing such opinion.
20. If, in the opinion of LICENSOR's General Manager -Chief Engineer, LICENSEE's use of LICENSOR EASEMENTS or public use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE may cause or contribute to a public hazard, a public nuisance, degradation of water quality or any other matter of substantial concern to LICENSOR, 261687
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LICENSOR reserves the right to require remediation and, if remediation is unsuccessful, to terminate this License Agreement.
a) LICENSEE shall remove, at its sole cost and expense, any elements of NORTH CATHEDRAL CANYON CHANNEL BRIDGE (and
any associated improvements within LICENSED AREA) within sixty (60) calendar days of receipt of written notice from LICENSOR should LICENSOR, in its sole discretion, determine that such elements of NORTH CATHEDRAL CANYON CHANNEL
BRIDGE or their associated use are incompatible with the operation and maintenance of LICENSOR EASEMENTS. Should LICENSEE fail to perform all necessary work as directed b y LICENSOR within sixty (60) calendar days of receipt of written notice from LICENSOR, LICENSOR reserves the right to terminate this License Agreement. b) In the event of a dispute between LICENSEE and LICENSOR as to whether public use of NORTH CATHEDRAL CANYON
CHANNEL BRIDGE may cause or contribute to a public hazard, a public nuisance, degradation of water quality , incompatible with the operation and maintenance of LICENSOR EASEMENTS, or any other matter of substantial concern, the Parties shall meet and confer for at least thirty (30) days in an attempt to resolve the dispute.
21. Indemnify and hold harmless LICENSOR, its directors, officers, Board of Supervisors, elected and appointed officials, agents, employees, representatives, independent contractors and subcontractors (collectively "INDEMNIFIED PARTIES ") from any liability whatsoever, based or asserted upon any act or omission of LICENSEE, its officers, employees, subcontractors, agents or representatives, arising from, related to or in any manner connected 261687
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with LICENSEE's use and responsibilities in connection therewith of LICENSOR EASEMENTS or the condition thereof, including, but not limited to, property damage, bodily injury or death , or any other element of any kind or nature whatsoever arising from, related to or in any manner connected with the public use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE .
LICENSEE shall defend, at its sole expense, all costs and fees , including, but not limited to, attorneys' fees, cost of investigation, defense , and settlements or awards, I NDEMNIFIED PARTIES in any claim or legal action based upon such alleged acts or omissions.
22. With respect to any action or claim subject to indemnification herein by LICENSEE, LICENSEE shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle or compromise any such action or claim without the prior consent of LICENSOR; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LICENSEE 's indemnification to INDEMNIFIED PARTIES as set forth herein. LICENSEE 's obligation hereu nder shall be satisfied when LICENSEE has provided to INDEMNIFIED PARTIES the appropriate form of dismissal relieving INDEMNIFIED PARTIES from any liability for the action or claim involved.
The specified insurance limits required in this License Agreemen t shall in no way limit or circumscribe LICENSEE 's obligations to indemnify and hold harmless INDEMNIFIED PARTIES herein from third party claims.
23. In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve LICENSEE from indemnifying INDEMNIFIED PARTIES to the fullest extent allowed by law.
24. This indemnification provision shall survive termination or expiration of this License Agreement until such a time as the statute of limitations shall run for any claims that may arise out of this License Agreement.
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25. LICENSEE shall strictly adhere to the following restrictions:
a) LICENSEE may not place or dump garbage, trash or refuse anywhere upon or within LICENSED AREA;
b) LICENSEE may not commit or create or suffer to be committed or created any waste, hazardous condition and/or nuisance to occur upon LICENSED AREA;
c) LICENSEE may not disturb, move or remove any rocks or boulders upon LICENSED AREA, except for the elimination of safety hazards, without first obtaining written permission by LICENSOR; d) LICENSEE shall be responsible for any repairs or cost of repairs to any damage of LICENSOR EASEMENTS caused by any
malfunction of or damages caused by NORTH CATHEDRAL
CANYON CHANNEL BRIDGE;
e) LICENSEE must exercise due diligence in the protection of LICENSED AREA against damage or destruction by fire, vandalism or other cause;
f) Upon notice of termination or revocation of this License Agreement but before its relinquishment to LICENSOR, and upon the request of LICENSOR and at LICENSEE's own cost and expense, LICENSEE shall remove the applicable NORTH CATHEDRAL CANYON
CHANNEL BRIDGE facility and restore LICENSED AREA to the same condition (or as close to) in which it was in prior to the construction, installation or maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE facility thereunder, reasonable wear and tear excepted, unless the Parties otherwise agree that removal and 261687
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restoration is not to be done or not necessary. In no event shall LICENSEE have any claim against LICENSOR for any of the costs of constructing, installing, maintaining or removing NORTH CATHEDRAL CANYON CHANNEL BRIDGE facility. In case
LICENSEE shall fail to restore LICENSED AREA as aforesaid within one hundred eighty (180) days after the effective date of termination or revocation, LICENSOR may proceed with such work at the expense of LICENSEE or remove NORTH CATHEDRAL
CANYON CHANNEL BRIDGE facility and appurtenances, if any, and any other property of LICENSEE located on LICENSED AREA.
No termination hereof shall release LICENSEE from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date NORTH CATHEDRAL CANYON CHANNEL BRIDGE facility is
removed.
g) LICENSEE agrees not to damage LICENSED AREA in the process of performing the permitted activities.
SECTION II
LICENSOR shall:
1. Act as a responsible agency under CEQA, taking all necessary and appropriate action to comply with CEQA.
2. Review, comment and approve, as appropriate, IMPROVEMENT PLANS prior to the start of constructing any improvements on or performing any physical modifications within LICENSED AREA.
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3. Review, comment and approve, as appropriate , on all REGULATORY PERMITS, including any subsequent renewal or amendments thereto, prior to final execution or acceptance by LICENSEE.
4. LICENSOR has approved IMPROVEMENT PLANS and
REGULATORY PERMITS, issue d EP 4150 to LICENSEE for the construction of NORTH CATHEDRAL CANYON CHANNEL BRIDGE in accordance with LICENSOR approved IMPROVEMENT PLANS and subject to the provisions set forth in LICENSOR's Encroachment Permit.
5. In accordance with the terms, covenants, conditions and provisions of this License Agreement, g rant LICENSEE a revocable license to utilize LICENSED AREA, as generally depicted on Exhibit "B", for public purposes, provided that LICENSEE's activities do not, in any way whatsoever, unduly compromise CATHEDRAL CANYON CHANNEL 's primary flood control purpose and function or otherwise interfere with LICENSOR 's ability to operate, maintain, repair or reconstruct CATHEDRAL CANYON CHANNEL or any appurtenant works. Said license may be revoked by LICENSOR in the event that said uses, in the sole discretion of LICENSOR's General Manager -Chief Engineer, unduly compromise CATHEDRAL CANYON CHANNEL's primary flood control purpose and function or interfere with LICENSOR's ability to operate and maintain CATHEDRAL CANYON CHANNEL. In the event of a dispute between LICENSEE and LICENSOR as to whether the uses unduly compromise CATHEDRAL CANYON CHANNEL's primary flood control purpose and function or interfere with LICENSOR 's ability to operate and maintain CATHEDRAL CANYON CHANNEL, the Parties shall meet and confer for at least thirty (30) days in an attempt to resolve the dispute.
6. Inspect NORTH CATHEDRAL CANYON CHANNEL BRIDGE
construction, as appropriate.
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7. Provide LICENSEE with written notice of (i) any non -compatible use or condition that is not in conformity with the provisions of this License Agreement or (ii) any condition which, in the sole opinion of LICENSOR 's General Manager -Chief Engineer, could adversely affect the primary flood control function of CATHEDRAL CANYON CHANNEL or LICENSOR's ability to operate and maintain CATHEDRAL CANYON CHANNEL, and grant LICENSEE ten (10) days from and after such notice to correct any such nonconforming use or condition. In the event that LICENSEE cannot correct the non -conforming use or condition within ten (10) days, LICENSEE shall promptly inform LICENSOR of the time needed to correct the condition or use, the reasons for the same. LICENSOR, in its sole discretion, m ay grant LICENSEE a limited and reasonable extension of time to cure the non -conforming use or condition. Any such extension shall be in writing and may be conditioned upon terms deemed appropriate by LICENSOR.
8. Continue to maintain CATHEDRAL CANYON CHANNEL 's structural integrity, including, but not limited to , lines and grades, inlets, fencing and ramps , to such an extent that CATHEDRAL CANYON CHANNEL continues to function as a flood control facility at its design level.
9. Assume no responsibility, obligation or liability whatsoever for (i) the design, construction, inspection and repair of NORTH CATHEDRAL CANYON CHANNEL BRIDGE, (ii) operation and maintenance of NORTH CATHEDRAL CANYON CHANNEL BRIDGE or (iii) LICENSEE 's use of LICENSOR EASEMENTS or public 's use of NORTH CATHEDRAL CANYON CHANNEL BRIDGE as granted herein, unless done so expressly in writing approved by both Parties as an amendment or addendum to this License Agreement.
10. Other than in emergency situations, provide thirty (30) days written notice to LICENSEE should LICENSOR determine that a closure of NORTH CATHEDRAL 261687
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CANYON CHANNEL BRIDGE for the purpose of operation, maintenance repair or re - construction is necessary.
SECTION III
It is further mutually agreed:
1. The term of this License Agreement shall commence on the date this License Agreement is executed by all Parties hereto and shall continue thereafter unless and until terminated in accordance with the provisions of this License Agreement.
2. LICENSOR reserves the right to terminate this License Agreement and any encroachment permit issued thereto:
i. Without cause by either Party upon thirty (30) calendar days advance written notice; or
ii. By LICENSOR, after sixty (60) calendar days' notice to LICENSEE, in the event of a material modification, cancellation, expiration or reduction in insurance coverage required by Section 8 and further described in Exhibit "D", attached hereto and made part hereof.
iii. If LICENSOR 's General Manager -Chief Engineer determines that LICENSEE's or the public 's use of LICENSOR EASEMENTS is not compatible with CATHEDRAL CANYON CHANNEL primary flood control purpose or function and said lack of compatibility cannot be cured by LICENSEE.
iv. If LICENSEE refuses or fails to comply with the provisions of this License.
v. At any time during the term of this License Agreement, LICENSEE may, upon thirty (30) calendar days ' written notice, terminate this License Agreement, if LICENSOR orders any remediation, pursuant to Section I.20. above, which LICENSEE, in its sole discretion, believes would render the purpose of the License Agreement moot or otherwise 261687
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diminish LICENSEES need or use of this License Agreement such that it would eliminate or significantly reduce the value of the License Agreement to LICENSEE. In the event of a dispute between LICENSEE and LICENSOR as to whether the uses are not compatible, the Parties shall meet and confer for at least thirty (30) days in an attempt to resolve the dispute. vi. Upon the termination of this License Agreement, LICENSEE shall return LICENSED AREA to original condition in accordance with Section I.25.f.
5. NORTH CATHEDRAL CANYON CHANNEL BRIDGE shall at all times remain under the sole ownership and exclusive responsibility of LICENSEE. Nothing herein shall be construed as creating any obligation or responsibility on the part of LICENSOR to inspect or warranty, operate or maintain NORTH CATHEDRAL CANYON CHANNEL BRIDGE.
6. Except as otherwise provided herein, all construction work associated with NORTH CATHEDRAL CANYON CHANNEL BRIDGE shall be inspected by LICENSEE .
The Parties acknowledge that LICENSEE has approved and accepted as complete all construction.
7. LICENSOR personnel may observe and inspect all work being done on NORTH CATHEDRAL CANYON CHANNEL BRIDGE . It is further mutually agreed by the Parties hereto that any quality control comments from LICENSOR regarding said work shall be provided in writing to shall be provided to LICENSEE personnel who, as LICENSEE 's construction contract administrator, shall be solely responsible for all official communications with its construction contractor(s). The Parties acknowledge that construction has been completed but to the extent further works is needed and agreed to by both Parties in writing, this provision shall apply.
8. As a condition to this License Agreement, without limiting or diminishing LICENSEE's obligation to indemnify or hold INDEMNIFIED PARTIES harmless, LICENSEE, 261687
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at its sole cost and expense, shall obtain and maintain in full force and effect insurance as required by LICENSOR in the amounts and coverage specified and issued by insurance companies as described in Exhibit "D". LICENSOR acknowledges that LICENSEE did the following, prior to (i) entering LICENSED AREA or (ii) performing any work or maintenance on NORTH CATHEDRAL CANYON CHANNEL BRIDGE, LICENSEE furnished LICENSOR (Attention:
Permitting Services Section) with the insurance endorsements and certificates i n the form and amounts specified in Exhibit "D" evidencing the existence, amounts and coverage of the insurance required to be maintained hereunder. LICENSOR reserves the right to review and change the amount and type of insurance coverage it requires in connection with this License Agreement. A program of self -insurance shall be an acceptable alternative to satisfy the insurance provisions required under this License Agreement.
9. This License Agreement is to be construed in accordance with the laws of the State of California.
10. If any provision of this License Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall be declared severable and shall be given full force and effect to the fullest extent possible. It is expressly understood that this License Agreement is not exclusive and does not in any way whatsoever grant or convey any permanent easement, lease, fee or other real property interest in CATHEDRAL CANYON CHANNEL to LICENSEE.
11. This License Agreement is subordinate to all prior and future rights of LICENSOR in CATHEDRAL CANYON CHANNEL and the use of CATHEDRAL CANYON CHANNEL for the purposes in which it was acquired.
12. The undersigned represents that it has the authority to, and does, bind the entity on whose behalf and for whom it is signing this License Agreement and the attendant 261687
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documents provided for herein, and this License Agreement and said additional documents are, accordingly, binding on said entity.
13. This License Agreement is made for the benefit of the Parties to this License Agreement and their respective successors and assigns, and except as provided in Section III.21., no other persons or entity may have or acquire any right by virtue of this License Agreement.
14. LICENSEE shall not permit to be placed against CATHEDRAL CANYON CHANNEL or any part thereof, any design professionals ', mechanics ', material man 's, contractors' or subcontractors' liens with the regard to LICENSEE's actions upon CATHEDRAL CANYON CHANNEL agrees to hold LICENSOR harmless for any loss or expense, including reasonable attorneys' fee, arising from any such liens which might be filed against CATHEDRAL CANYON CHANNEL.
15. Any and all notices sent or required to be sent to the Parties of this License Agreement will be mailed by first class mail, postage prepaid, to the following addresses:
RIVERSIDE COUNTY FLOOD CONTROL CITY OF CATHEDRAL CITY
AND WATER CONSERVATION DISTRICT 68700 Avenida Lalo Guerrero 1995 Market Street Cathedral City, CA 92234
Riverside, CA 92501 Attn: Armando Baldizonne, P.E
Attn: Permitting Services Section
16. Any action at law or in equity brought by any of the Parties hereto for the purpose of enforcing a right or rights provided for by this License Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the Parties hereto waive all provisions of law providing for a change of venue in such proceedings to any other county.
17. The Parties hereto shall attempt to resolve any disputes amicably and within the timelines prescribed herein . If that is not successful, the dispute shall be referred to the senior management of the Parties. LICENSEE shall proceed diligently with the performance 261687
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of this License Agreement pending the resolution of a dispute. Prior to the filing of any legal action related to this License Agreement, the Parties shall be obligated to attend a mediation session with a neutral third-party mediator agreeable to both Parties in the County of Riverside.
The Parties shall share the cost of mediation.
18. This License Agreement is the result of negotiations between the Parties hereto and the advice and assistance of their respective counsel. The fact that this License Agreement was prepared as a matter of convenience by LICENSOR shall have no import or significance. Any uncertainty or ambiguity in this License Agreement shall not be construed against LICENSOR because LICENSOR prepared this License Agreement in its final form.
19. Any waiver by LICENSOR or by LICENSEE of any breach of any one or more of the terms of this License Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of LICENSOR or LICENSEE to require exact, full and complete compliance with any terms of this License Agreement shall not be construed as in any manner changing the terms hereof or estopping LICENSOR or LICENSEE from enforcement hereof.
20. This License Agreement is intended by the Parties hereto as a final expression of their understanding with respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This License Agreement may be changed or modified only upon the written consent of the Parties hereto.
21. This License Agreement shall not be assigned by either Party, in whole or in part, without the prior written consent of the other Party.
22. This License Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each 261687
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Party of this License Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this License Agreement. The Parties further agree that the electronic signatures of the Parties included in this License Agreement are intended to authenticate this writing and to have the same force a nd effect as manual signatures. Electronic signature means an electronic sound, symbol or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among Parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the Party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the Parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
//
//
[signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have executed this License Agreement on
.
(to be filled in by Clerk of the Board)
RIVERSIDE COUNTY FLOOD CONTROL
RECOMMENDED FOR APPROVAL: AND WATER CONSERVATION DISTRICT, a body corporate and politic
By By
JASON E. UHLEY KAREN SPIEGEL, Chair
General Manager-Chief Engineer Board of Supervisors, Riverside County Flood Control and Water Conservation District
APPROVED AS TO FORM: ATTEST:
MINH C. TRAN KIMBERLY RECTOR
County Counsel Clerk of the Board
By By___________________________________
RYAN YABKO Deputy
Deputy County Counsel
(SEAL)
License Agreement with City of Cathedral City
Cathedral Canyon Channel - East and West, Stage 2
Encroachment Permit No. 4150
Project No. 6-0-00010
AMR:blj
7/2/25
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CITY OF CATHEDRAL CITY
By
CHARLES P. MCCLENDON
City Manager
APPROVED AS TO FORM: ATTEST:
By By
ERIC S. VAIL TRACEY R. HERMOSILLO, CMC
City Attorney City Clerk
(SEAL)
License Agreement with City of Cathedral City
Cathedral Canyon Channel - East and West, Stage 2
Encroachment Permit No. 4150
Project No. 6-0-00010
AMR:blj
7/2/25
PER RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT ENCROACHMENT PERMIT NO. 6-0-00010-4150 DATED JULY 10, 2024
EXHIBIT D
INSURANCE REQUIREMENTS ׀ Page 1 of 4
LICENSOR's Insurance Requirements is as follows:
LICENSEE's contractor(s) shall not commence operations until LICENSOR has been furnished with original certificate(s) of insurance and original certified copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section.
Without limiting or diminishing LICENSEE's contractor(s) obligation to indemnify or hold LICENSOR harmless, LICENSEE contractor(s) shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this License Agreement. As respects to the insurance section only, the LICENSOR herein refers to the Riverside County Flood Control and Water Conservation District, the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or ap pointed officials, agents or representatives as Additional Insureds.
A. Workers' Compensation:
If LICENSEE contractor(s) has employees as defined by the State of California, LICENSEE contractor(s) shall maintain statutory Workers' Compensation Insurance(Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000 ,000 per person per accident. Policy shall be endorsed to waive subrogation in favor of LICENSOR.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LICENSEE's contractor(s) performance of its obligations hereunder. Policy shall name the LICENSOR as Additional Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this License Agreement or be no less than two (2) times the occurrence limit.
C. Vehicle Liability:
If LICENSEE's contractor(s) vehicles or mobile equipment are used in the performance of the obligations under this License Agreement, then LICENSEE contractor(s) shall maintain liability insurance for all owned, non -owned or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this License Agreement or be no less than two (2) times the occurrence limit. Policy shall name the LICENSOR as Additional Insureds.
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INSURANCE REQUIREMENTS ׀ Page 2 of 4
D. Pollution and Asbestos Liability:
LICENSEEꞌs contractor(s) shall obtain, at its sole expense and keep in effect during the term of the contract, Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) covering LICENSEEꞌs contractor(s) liability for a third -party bodily injury and property damage arising from pollution conditions caused by the LICENSEEꞌs contractor(s) while performing their operations under the contract. The insurance coverage shall apply to sudden and accidental pollution events. Any coverage restriction as to time limit for discovery of a pollution incident and/or a time limit for notice to the insurer must be accepted by the LICENSOR. The insurance coverage shall also respond to cleanup cost. This coverage may be written in combination with the commercial general liability insurance or professional liability insurance.
LICENSEEꞌs contractor(s) shall maintain Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. The policy shall be endorsed to state that the general aggregate limit of liability shall apply separately to this contract. Any self -insured retention/deductible amount shall be submitted to the LICENSOR for review and approval. If LICENSEEꞌs contractor(s) maintains broader coverage and/or higher limits than the minimums shown above, the LICENSOR requires and shall be entitled to the broader coverage and/or higher limits maintained by LICENSEEꞌs contractor(s). Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the LICENSOR.
In the event, LICENSEEꞌs contractor(s) encounters materials on the site that is believed to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered harmless, LICENSEEꞌs contractor(s) shall immediately stop work in the area affected and report the condition to the LICENSOR in writing. The work in the affected area shall not thereafter be resumed except by written agreement of the LICENSOR and LICENSEE, if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The work in the affected area shall be resumed in the absence of asbestos or polychlorinated biphenyl (PCB), or when it has been rendered harmless, by written agreement of the LICENSOR and LICENSEE.
LICENSEEꞌs construction contractor(s) shall not be required to perform without consent any work relating to asbestos or polychlorinated biphenyl (PCB).
E. Professional Liability:
LICENSEE contractor(s) shall cause any architect or engineer retained by LICENSEE contractor(s) in connection with the performance of LICENSEE's contractor(s) obligations under this License Agreement to maintain Professional Liability Insurance providing coverage for the performance of their work included
EXHIBIT D
INSURANCE REQUIREMENTS ׀ Page 3 of 4
within this License Agreement, with a limit of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. LICENSEE contractor(s) shall require that, if such Professional Liability Insurance is written on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this License Agreement and that such architect or engineer shall purchase at such architect or engineer's sole expense either 1) an Extended Reporting Endorsement (also known as Tail Coverage); or 2)Prior Dates Coverage from a new insurer with a retroactive date back to the date of, or prior to, the inception of this License Agreement; or 3) demonstrate through Certificates of Insurance that such architect or engineer has maintained continuous coverage with the same or original insurer. Coverage provided under items: 1), 2) or 3) shall continue for the term specified in the insurance policy as long as the law allows.
F. General Insurance Provisions – All Lines:
a. Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A.M. BEST rating of not less than an A:VIII (A:8) unless such requirements are waived, in writing, by the LICENSOR Risk Manager. If the LICENSORꞌs Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
b. The LICENSEE contractor(s) must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the LICENSOR Risk Manager before the commencement of operations under this License Agreement. Upon notification of self -insured retention deemed unacceptable to the LICENSOR, and at the election of the LICENSORꞌs Risk Manager, LICENSEE's contractor(s) carriers shall either: 1) reduce or eliminate such self -insured retention with respect to this License Agreement with LICENSOR, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses.
c. LICENSEE contractor(s) shall cause their insurance carrier(s) to furnish LICENSOR with 1) a properly executed original certificate(s) of insurance and certified original copies of endorsements effecting coverage as required herein; and 2) if requested to do so orally or in writing by the LICENSOR Risk Manager, provide original certified copies of policies including all endorsements and all attachments thereto, showing such insurance is in full force and effect.
Further, said certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the LICENSOR prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LICENSEE contractor(s) insurance carrier(s) policies does not meet the
EXHIBIT D
INSURANCE REQUIREMENTS ׀ Page 4 of 4
minimum notice requirement found herein, LICENSEE contractor(s) shall cause LICENSEE 's contractor(s) insurance carrier(s) to furnish a 30-day Notice of Cancellation Endorsement.
d. In the event of a material modification, cancellation, expiration or reduction in coverage, this License Agreement shall terminate forthwith, unless LICENSOR receives, prior to such effective date, another properly executed original certificate of insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto, evidencing coverages set forth herein and the insurance required herein is in full force and effect. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the certificate of insurance.
e. It is understood and agreed by the parties hereto that LICENSEE's contractor(s)insurance shall be construed as primary insurance, and LICENSOR's insurance and/or deductibles and/or self -insured retentions or self-insured programs shall not be construed as contributory. f. If, during the term of this License Agreement or any extension thereof, there is a material change in the scope of services or there is a material change in the equipment to be used in the performance of the scope of work which will add additional exposures (such as the use of aircraft, watercraft, cranes, etc.); or the term of this License Agreement, including any extensions thereof, exceeds five (5) years, LICENSOR reserves the right to adjust the types of insurance required under this License Agreement and the monetary limits of liability for the insurance coverages currently required herein, if, in the LICENSOR Risk Manager's reasonable judgment, the amount or type of insurance carried by LICENSEE contractor(s) has become inadequate.
g. LICENSEE contractor(s)shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this License Agreement. h. The insurance requirements contained in this License Agreement may be met with a program(s) of self-insurance acceptable to LICENSOR. i. LICENSEE contractor(s)agrees to notify LICENSOR of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this License Agreement.