THIRD AMENDMENT TO THE ENCROACHMENT AGREEMENT
BETWEEN
CITY OF REDONDO BEACH
AND
NORTHROP GRUMMAN SYSTEMS CORPORATION
THIS THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND NORTHROP GRUMMAN SYSTEMS CORPORATION ( this 'Third Amendment") is entered into between the City of Redondo Beach (" City") and Northrop Grumman Systems Corporation ( NORTHROP GRUMMAN"), a Delaware corporation.
WHEREAS, the parties entered into that certain Encroachment Agreement for use of City RightsOf-Way by NORTHROP GRUMMAN, on August. 3, 2004 (the "Agreement"); WHEREAS, the parties entered into that certain First Amendment to the Agreement ( the " First Amendment') dated May 4, 2010 extending the Agreement for an additional five (5) years; WHEREAS, the parties entered into that certain Second Amendment to the Agreement ( the Second Amendment") dated July 1, 2014 extending the Agreement for an additional five ( 5) years;
WHEREAS, City and NORTHROP GRUMMAN wish to further amend the Agreement in order to extend the term for an additional five ( 5) years pursuant to Section 2. 2 of the Agreement, subject to the following terms and conditions;
WHEREAS, the parties desire to amend the Agreement as follows:
1. Termof.the Agreement: The term of the Agreement is extended for an additional five (5) year period commending August 4, 2019 and continuing through August 3, 2024 unless otherwise terminated pursuant to Section 18 of the Agreement.
2. Payments to the City: Section 7.2 is modified to reflect that NORTHROP GRUMMAN shall pay a flat annual rental payment in the amount listed below. Payments are to be remitted to City annually by the Due Date.
Due Dates Payment Amounts
August 4, 2019 2,113, plus actual administrative and
attomey' s fees and costs related to the
review of this Third Amendment, which in no
event shall exceed $2,500.00.
August 4, 2020 2, 113. 00
August 4, 2021 2, 113. 00
August 4, 2022 2.,113. 00
August 4, 2023 2, 113. 00
Third Amended Encroachment Agreement Page 1
iaFy
3. Termination: Thefollowing paragraphshall be added to Section 18: TERMINATION:
18. 1. 4. This Agreement may be terminated if NORTHROP GRUMMAN, upon at least ninety ( 90) days written notice to CITY, determines that use of the City Public Rights- OfWay is no longer required by NORTHROP GRUMMAN. NORTHROP GRUMMAN shall remove its Network Facilities from the Public Rights-of-Way no later than the termination date to the satisfaction of the City. In the event such Network Facilities are not removed or are not removed to the satisfaction of the City by the termination date, CITY may cause the same to be done at the sole expense of NORTHROP GRUMMAN."
4. Notices: Section 19. 2 is modified to reflect all future notices to NORTHROP GRUMMAN shall be sent to the following addresses:
With a copy to:
Northrop Grumman Aerospace Systems Northrop Grumman Systems Corporation One Space Park, M/ S: SAK02620 One Space Park, M/ S: D2 Redondo Beach, CA 90278 Redondo Beach, CA 90278
Attn: Sector Real Estate, Legal Notices Attn: Corporate Real Estate, Legal Notices Northrop Grumman Systems Corporation
One Space Park, E2/ 11th Floor, Rm 11084
Redondo Beach, CA 90278
Attn: Law Dept, Real Estate Legal Notices
Northrop Grumman Systems Corporation
2980 Fairview Park Drive
Falls Church, VA 22042- 4511
Attn: Law Dept, Real Estate Legal Notices
5. Exhibit" A": Please.add-the.attached.Aerial Pathway Detail to include in the Agreement as the second garde ofExhibit"A".
6. Modifications. Except as modified herein, all other terms and conditions of the Agreement, First Amendment and Second Amendment shall remain in full force and effect. The Agreement, the First Amendment, the Second Amendment, and this Third Amendment shall constitute the entire agreement between the parties and supersede any previous oral agreement. In the event of any inconsistency between the terms of this Third Amendment and the Agreement, First Amendment and the Second Amendment, the terms of this Third Amendment shall govern.
Remainder ofpage intentionally left blank
Third Amended Encroachment Agreement Page 2
5?
IN WITNESS WHEREOF, the parties have entered into this Third Amendment as of June 18, 2019.
CITY OF REDONDO BEACH NORTHROP RUMMAN SYSTEMS
CORPO- • uN
William C. Brand, Mayor A. J. Paz - 41115
Corporate Director Real Estate
Attest:
eith-4-4
Eleanor Manzano, Ci CI
ABY: INSADATE' DATE' R I
Approved as to Form:
n#t1.
Michael W. Webb, City Attorney
Third Amended Encroachment Agreement Page 3
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SECOND AMENDMENT TO THE ENCROACHMENT AGREEMENT
BETWEEN
CITY OF REDONDO BEACH
AND
NORTHROP GRUMMAN SYSTEMS CORPORATION
THIS SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND NORTHROP GRUMMAN SYSTEMS CORPORATION (this Second Amendment") is entered into between the City of Redondo Beach ( "City"), and Northrop Grumman Systems Corporation ( "NORTHROP GRUMMAN "), a Delaware corporation.
WHEREAS, the parties entered into that certain Encroachment Agreement for use of City Rights -Of -Way by NORTHROP GRUMMAN, on August 3, 2004 (the "Agreement "); WHEREAS, the parties entered into that certain First Amendment to the Agreement (the First Amendment ") dated May 4, 2010 extending the Agreement for an additional five 5) years;
WHEREAS, City and NORTHROP GRUMMAN wish to further amend the Agreement in order to extend the term for an additional five (5) years pursuant to Section 2.2 of the Agreement, subject to the following terms and conditions; WHEREAS, the parties desire to amend the Agreement as follows:
1. Term of the Agreement: The term of the Agreement is extended for an additional five (5) year period commencing August 4, 2014 and continuing through August 3, 2019 unless otherwise terminated pursuant to Section 18 of the Agreement.
2. Payments to the City: The parties agree upon the following annual payment schedule. Payments are to be remitted to City annually, by the Due Date.
Due Date Payment Amount
August 3, 2014 1, 73859.plus actual
administrative and attorneys fees
and costs related to the drafting
and review of this Second
Amendment, which in no event
shall exceed $5, 00.00
August 3, 2015 1, 91896.
August 3, 2016 1, 85934.
August 3, 2017 1, 55973.
August 3, 2018 2, 02013.
Second Amended Encroachment Agreement Page 1
C04-102 -2 StS
3. Modifications. Except as modified herein, all other terms and conditions of the Agreement and First Amendment shall remain in full force and effect. The Agreement, the First Amendment, and this Second Amendment shall constitute the entire agreement between the parties and supersede any previous oral agreement.
In the event of any inconsistency between the terms of this Second Amendment, the terms of the Agreement and the First Amendment, the terms of this Second Amendment shall govern.
a
Second Amended Encroachment Agreement Page 2 c ". t
C04 -102- 2,
IN WITNESS WHEREOF, the parties have entered into this Second Amendment as of this 17th day of June 2014.
CITY OF REDONDO BEACH NORTHROP GRUMMAN SYSTEMS
CORPORATION
By:
Mayor Name: A. J. Paz
Title: Corporate Director of Real Estate
Attest:
City Clerk
Approved as to Form:
is i
al 1
City Attor - s N ' ice
Second Amended Encroachment Agreement Page 3
C04 -102 -2
IN WITNESS WHEREOF, the parties have entered into this Second Amendment as of this 17th day of June 2014.
CITY OF REDONDO BEACH NORTHROP G 41 MAN SYSTEMS
CORPORAT //
Mayor
By:
Name: A. J. Paz
Ari 5
Title: Corporate Director of Real Estate
Attest:
City Clerk
Approved as to Form:
1 414
City Attor
1 s 4 rice
Second Amended Encroachment Agreement Page 3
C04-102 -2
IN WITNESS WHEREOF, the parties have entered into this Second Amendment as of this 2014. t3E'ckyy
CITY OF RED* ND* BEACH NORTHROP GRUMMAN SYSTEMS
CORPORATION
G, By:
Ma o' f Name: A. J. Paz
Title: Corporate Director of Real Estate
Attest:
EC. EVILA
City, Clerk 41(tA
Approved as to Form:
ty '
l/
y ey 'O
emm
Second Amended Encroachment Agreement Pa e 3
04102 -2
i
K-
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r
FIRST AMENDMENT TO THE AGREEMENT BETWEEN
THE ClTY OF REDONDO BEACH AND
NORTHROP GRUMMAN SYSTEMS CORP.
FORMERLY NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.)
THIS FIRST AMENDMENT TO THE AGREEMEIVT BETWEEN THE CITY OF REDONDO BEACH AND NORTHROP GRUMMAN SYSTEMS CORP. ( NGSC).
Amendment") is made befinreen the City of Redondo Beach ("City"), and Northrop Grumman Systems Corp. (NGSC),
WHEREAS, on August 3, 2004, the parties hereto entered into that certain
AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND NORTHROP GRUMMAN SPACE & M(SSION SYSTEMS CORP. ("Agreement").
WHEREAS, the parties wish to amend the Agreement as follows:
1. Term of the Agreement: The term of the agreement is extended to include an additional five year period from August 4, 2009 through August 3, 2014.
2. Pavments to the Citv: The parties agree on the following annual payment schedule. Payments are to be made annually in advance of the Due Date.
Due Date
August 3, 2009
August 3, 2010
August 3, 2011
August 3, 20i2
August 3, 2013
Payment Amount
1, 00500.
1, 00575.
1, 75653.
1, 44736.
1, 26823.
3. Notices: All future notices to NGSC shall be sent to the following address:
Norfhrop Grumman Aerospace Systems
Dept K02600/D12
One Hornet Way
EI Segundo, CA 90245
Attn: Sector Real Estate
With a cop,v to:
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067-2199
Attn: Real Estate — Legal Notices
4. Modification. Except as expressly provided herein, the Agreement shall continue in full force and effect. The Agreement and this Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement. In the event of any inconsistency befinreen this Amendment and the Agreement, this Amendment shall prevail. This Amendment may be modified or amended only by a subsequent writing executed by all of the parties.
IN WITNESS WHEREOF, the parties hereby have executed this Amendment as of this day of .Apfif 2010.
Mt.
SIGNATURES OLLOW ON NEXT PAGE]
G- 10204- 1
R
CITY OF REDONDO BEACH NORTHROP GRUMMAN SYSTEMS
CORP. a Delaware Corporation
by:
Mike Gin Name: . B. s
MAYOR Title: Sector ice President and CFO
Aerospace Systems
APPROVED AS TO FORM:
CITY RN
APPROVED:
RISK MA AGER
ATTEST:
CITY CLERK
0
C- 10204- 1
r
9 ;
0 This page is part of your document- DO NOT DISCARD
U .i499
OI PI DEC 03 2004
TITLE(S) :
L E A D S H E E T
FEE
S FRE
c
CODE
20 CODE
19 CODE
9 Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
D. TT.
Number of AIN's Shown
THIS FORM NOT TO BE DUPLICATED -
U4 3:64
Recording Requested By:
City of Redondo Beach
When Recorded Mail To:
City Clerk
City of Redondo Beach
P.O. Box
Redondo Beach, CA _
For the Benefit of
City of Redondo Beach
Recorded Free
Government Code Sec. 6103
Space above this line for Recorder'sUse)
ENCROACHMENT AGREEMENT BETWEEN THE CITY OF REDONDO
BEACH AND NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.
US)
This Agreement ("Agreement") for the term specified, is dated August 3, 2004, by and between the CITY OF REDONDO BEACH ("CITY") and NORTHROP GRUMMAN SPACE & 1VIISSION SYSTEMS CORP. ("NGST").
RECITALS
WHEREAS, CIT'Y owns, operates and maintains the Public Rights- Wayofwithin CTTY for the purpose of providing public services to its citizens; and, WHEREAS, NGST, a California corporation, desires to construct and maintain certain Network Facilities within the Public Rights- Wayof-within CITY solely to connect NGST facilities; and
WHEREAS, CITY has the authority to establish certain terms and conditions for use of the Public Rights- Wayof-for the construction, installation and maintenance of Network Facilities;
C04-102
October 11, 2004
NOW, THEREFORE, in consideration of the recitals and the mutual promises contained herein, CITY AND NGST agree as follows:
SECTION 1: DEFINITIONS
1.1. NGST - Means NGST, a California corporation, its successors and assigns.
1.2. CITY - Means the City of Redondo Beach, a charter city and municipal corporation of the State of California, and includes the duly elected or appointed officers, agents, employees and volunteers of the City of Redondo Beach, individually or collectively.
1.3. Location - Means existing network facilities owned by NGST, in the area of Marine Avenue and Aviation Boulevard within the city limits of Redondo Beach.
1.4. Public Rights- Way - of-Means the surface, the air space above the surface and the area below the surface of any public street, highway, lane, path, alley; sidewalk, boulevard, drive, bridge, tunnel, parkway, dedicated public utility easement or similar public right- wayof-in which CITY now or hereafter holds any property interest which, consistent with the purposes for which it was dedicated, may be used for the purpose of installing and maintaining Network Facilities. No reference herein to a"Public Right- Way" of-shall be deemed to be representation or guarantee by CTTY that its interest or other rights to control the use of such property is sufficient to permit its use for such purposes, and NGST shall be deemed to gain only those rights to use the property as CITY may have the undisputed right and power to give.
1.5. Telecommunications - Means the transmission, between or among points specified by the user, of information of the user's choosing; without change in the form or content of the information as sent and received.
1.6. Network Facilities - Means any and all telecommunications cables, lines, pedestals, boxes, and other similar equipment and devices that are located in the Public Right- Wayof-along the Route and are owned or used by NGST in providing Telecommunications.
1.7. Route — Means the specific parts of the Public Rights- Wayof-used, from point of entry into the CTTY to the Location, as described in the Project Description attached as Exhibit "A" to this Agreement. Exhibit "A" is incorporated into this Agreement by this reference.
4 349 ' 3
2 C04-162
October 11, 2004
SECTION 2: TERM OF THE AGREEMENT
2.1. This Agreement sha11 remain in effect for five years from the date of execution, unless terminated by the parties before that date as provided for elsewhere in this Agreement.
2.2. This Agreement may be renewed by mutual written agreemant of the parties for additional five-year periods, subject to any changes on which the parties may mutually agree.
SECTION 3: SCOPE OF USE OF PUBLIC RIGHTS- WAYOF3.1. CITY hereby grants an encroachment permit to NGST, subject to the reservations, covenants and conditions herein contained, to construct, install, and maintain Network Facilities within Public Rights- Wayof-that are located within the corporate limits of CTTY to connect Locations along the Route in accordance with the Project Description.
3.2. This Agreement does not authorize NGST or any other entity to place in the Public Rights- Wayof-any facilities other than the Network Facilities along the Route without first obtaining written authorizations and required permits from the CITY.
3.3. This Agreement does not authorize NGST to provide Telecommunications Services to any customer other than NGST using any facilities it places in the Public Right- Wayof-under this agreement, without first obtaining written authorizations and required permits from the City.
3.4. This Agreement does not authorize use of any property other than the Public Rights- Way. of-Any use of any other CTTY property, including but not limited to poles and conduits, shall require a separate agreement.
3.5. NGST hereby warrants and represents that it will not use the Network Facilities to provide any services in CITY that would require a Certificate of Public Convenience and Necessity from the Public Utilities Commission of the State of California.
3.6. The encroachment permit issued pursuant to this Agreement is not a grant by the CITY of any property interest but is made subject and subordinate to the prior and continuing right of CITY and its assigns to use all the Public Rights- Wayof-in the performance of its duty, including but not limited to public use as a street and for the purpose of laying, installing, maintaining, repairing, protecting, replacing and 3 4 3.6 3
C04-102
October 11, 2004
removing sanitary sewers, water mains, storm drains, gas mains, poles, overhead and underground electric, and telephone lines, cable television and other utility and municipal uses together with appurtenances thereof and with right of ingress and egress, along, over, across and in the Public Rights- Way; of-and NGST shall have a duty to remove, relocate and rearrange its Network Facilities therefor in accordance with the reasonable and necessary requirements of CTI'Y.
3.7. The encroachment permit issued pursuant to this Agreement is made subject to all easements, restrictions, conditions, covenants, encumbrances and claims of title which may affect the Public Rights- ay, of-`and it is understood that NGST, at its own cost and expense, shall obtain such permission as may be necessary consistent with any other existing rights.
3.8. The construction and installation of Network Facilities shall be in accordance with all applicable Federal, State and local laws, including, without limitation, zoning laws, construction codes and CITY's Standard Specifications and Details.
3.9. NGST shall comply with any generally applicable annual registration requirements CITY may adopt.
3.10. Nothing in this Agreement prevents the CITY from establishing lawful additional conditions and requiring NGST to comply with the same.
3.11. To minimize disruption of the Public Rights- Way, of-NGST shall complete all construction acUvity authorized by this Agreement within one year of the date of execution of this Agreement.
SECTION 4: CONSTRUCTION AND MAINTENANCE STANDARDS
4.1. NGST shall comply with CITY's established construction-related conditions and specifications. Such conditions shall include, without limitation, compliance with: the times of day and days of week during which construction is able to occur; any special traffic control studies required to be approved prior to construction; Work Area Traffic Control Handbook (WATCH) requirements; and any conditions agreed to as part of any general notes required by CITY in the construction drawings.
4.2. NGST shall at all times employ reasonable care within the meaning of applicable law and industry standards and shall install, maintain and use commonly accepted methods and devices far preventing failures and accidents that are likely to cause damage, injury or nuisance to the public. The construction, installation, and maintenance of Network Facilities shall be accomplished without cost or expense to CITY and subject to the written approval of the City Engineer in such a manner as 4 i4 3.36499
coa-1o
October 11, 2004
not to endanger personnel or property, or unreasonably obstruct travel on any road, walk or other access thereon within the Public Rights- Way. of4.3. NGST shall construct, install and maintain its Network Facilities so as not to endanger or interfere with improvements CTTY shall deem appropriate to make or to interfere in any manner with the Public Rights- Wayof-or legal rights of any property owner or to unnecessarily hinder or obstruct pedestrian or vehicular traffic.
4.4. NGST has installed Network Facilities in strict conformance with the plans and drawings approved in writing by CITY and shall has not placed facilities, equipment or fixtures where they will interfere with any gas, electric, telephone, telecommunications, water, sewer or other utility facilities or obstruct or hinder in any manner such entity's use of any Public Rights- Way. of4.5. Any and all Public Rights- Way, of-public property or private property that is disturbed or damaged by NGST during the construction, installation or maintenance of Network Facilities shall be promptly repaired by NGST, to a condition equal to or better than that which existed prior to the damage.
4.6. Any contractor or subcontractor used for the construction, installation, maintenance, or repair of the Network Facilities equipment shall be properly licensed under the laws of the State and all applicable local ordinances and each contractor or subcontractor shall have the same obligations with respect to its work as NGST would have under this Agreement and applicable law as if the work were performed by NGST.
4.7. NGST shall be responsible for ensuring that the work of contractors and subcontractors is performed consistent with this Agreement and applicable law and shall be responsible for all acts or omissions of contractors or subcontractors.
4.8. Nothing in this section is meant to alter any tort liability of NGST to third parties.
SECTION 5: IDENTIFICATION OF NETWORK FACILITIES
5.1. NGST shall identify the Network Facilities installed in the Public Rights-ofWay by means of an identification method agreed upon by the parties, or as directed by the City Engineer if the parties cannot agree upon an identification method. Such identification shall be detectable from ground level.
5 ,` . r, •
C04-i02
October 11, 2004
SECTION 6: NO OWNERSHIP OR VESTED INTEREST CREATED
6.1. No use of any Public Rights- Wayof-or other interest or property under this Agreement shall create or vest in NGST any ownership or other interest in the Public Rights- Way, of-streets or any other property or interest of CITY.
6.2. Nothing in this Agreement shall be construed as granting or creating any franchise rights.
6.3. This Agreement and the rights granted herein are not exclusive and do not preclude the issuance of other franchises, permits or agreements to use Public Rights- Wayof-for any purpose.
SECTION 7: PAYMENTS TO THE CITY
7.1. NGST shall pay a fee to the City of $5,000, payable upon execution of this Agreement, in order to defer City's administrative and processing costs.
7.2. NGST shall pay the city a rental fee in an amount not less than $2.50 per year per linear foot of aerial cable in the public right- way. of-The annual fee amount will be adjusted each year, on the anniversary of the Agreement, by 5% above the previous year.
7.3. The rental fee specified in Section 7.2 shall be paid annually in one lump sum, due initially upon the execution of this Agreement and each year thereafter upon the anniversary of the execution date.
7.4. The parties agree that the length of Public Rights- Wayof-occupied by the Network Facilities is equal to 470 feet. Therefare the first payment due upon execution of the Agreement will be $1,175. Subsequent year payments will be 1, 75233. at the beginning of the second year, $1, 44295. at the beginning of the third year, $1, 21360. at the beginning of the fourth year, and $1, 22428. at the beginning of the fifth year.
7.5. The payment requirements of this Section sha11 be in addition to any generally applicable permit or other fees for which NGST may be liable.
7.6. NGST shall provide such records to CITY as CITY may lawfully require to confirm compliance with the requirements of this section. 6 4 3.3649 coa-,o2
October 11, 2004
SECTION 8: REMOVAL AND RELOCATION
8.1. NGST shall promptly relocate its facilities to accommodate the reasonable governmental needs of CITY or other government agencies who are authorized to use the Public Rights- Way. of-In the event of an emergency, or where Network Facilities create or are contributing to an imminent danger to health, safety or property, CITY may remove, re-lay or relocate any or all parts of those Network Facilities without prior notice. However, CITY shall make reasonable efforts to provide prior notice and to permit NGST to remove or relocate any Network Facilities that are associated with such danger.
8.2. Should NGST be required to relocate its Network Facilities for any nongovernmental need, the reasonable cost of the relocation shall be borne by the requesting party except where (i) the Network Facilities must be relocated because they were not properly installed by NGST, or were installed without obtaining necessary authorizations; or (ii) state or federal law provides otherwise. NGST may condition such rearrangement of its facilities on an agreement by the applicable above parties to pay the reasonable cost of relocation, which agreement shall be subject to the exceptions listed above, except where relocation is necessary to protect and preserve the public health safety or welfare.
8.3. NGST shall remove or relocate, without cost or expense to CITY, any Network Facilities installed, used and maintained under this Agreement if and when made necessary by any lawful change of grade, alignment or width of any street, including the construction, maintenance or operation of any underground subway or viaduct by CITY and/or the construction, maintenance or operation of any other CTTY underground or aboveground facilities. NGST shall, by a time reasonably specified by CTTY, protect, support, or relocate any of its property when reasonably necessary and required by CITY or any other governmental entity by reason of traffic conditions; public safety; Public Right- Wayof-construction; maintenance or repair including resurfacing or widening) by CITY; change of Public Right- Wayof-grade; construction, installation or repair of sewers, drains, water pipes, power lines, signal lines, tracks or any other type of government-owned system, public work or improvement or any government-owned utility; orPblic Right- Wayof-vacation.
8.4. In the event all or any portion of the Public Rights- Wayof-occupied by the Network Facilities shall be needed by CITY for governmental purposes or in the event that the existence of the Network Facilities shall be considered materially detrimental to governmental activities, including but not limited to, material interference with CITY construction projects, or is reasonably in conflict vertically and/or horizontally with any proposed CITY installation, NGST shall, by written direction of CITY's Public Works Director, remove and relocate such Network 7 i c.3` e CG4-102
1 October 11, 2004
Facilities to such other location or locations in the Public Rights- Wayof-as may reasonably be designated by CITY.
8.5. Removal or relocation required under Sections 8.1 through 8.4 shall be completed within one hundred twenty (120) days after notification by CITY. In the event such Network Facilities are not removed or relocated within such one hundred twenty (120) days, CITY may cause the same to be done at the sole expense of NGST.
8.6. In those areas and portions of CITY where the transmission or distribution facilities of public utilities are aerial and hereafter such facilities are lawfully required to be placed underground, then NGST shall likewise place such portion of its Network Facilities underground. CITY shall not in any manner be responsible for any costs incurred by NGST in placing NGST'sfacilities underground.
8.7. If any portions or a11 of the Network Facilities covered under this Agreement other than redundant facilities or facilities for emergency use are no longer used by NGST, or are abandoned for a period in excess of one (1) year, NGST shall notify CTTY and shall either promptly vacate and remove the facilities at its own expense or, at the discretion of the CITY, may abandon some or all of the facilities in place.
8.8. Should NGST remove the Network Facilities from the Public Rights- Way, ofNGST shall, within ten (10) days after such removal, give notice thereof to CITY specifying the Public Rights- Wayof-affected and the location thereof as well as the date of removal, and certify that the Public Rights- Wayof-have been restored to the standard outlined in paragraph 4.5 and Section 11 of this agreement.
SECTION 9: CONSTRUCTION PERMITS
9.1. NGST shall obtain any necessary construction pernuts by application to the City Engineer pursuant to CITY's generally applicable permit procedures and fees, and shall pay all processing, field marking, engineering and inspection fees in connection with such construction permits in accordance with the rates in effect at the time of payment.
9.2. All work shall be constructed and installed in accordance with the Redondo Beach Municipal Code, CITY's Standard Specifications, and this Agreement.
SECTION 10: PERFORMANCE BOND
10.1. Prior to the commencement of any additional construction in the Public Rights- Way, of-NGST shall provide CTTY with a performance bond naming CITY 8 4 3364
C04-102
October 11, 2004
as oblige in the amount equal to one hundred percent (100%) of the value of the work to be performed by or on behalf of NGST within and affecting the Public Rights- Way, of-to guarantee and assure the faithful performance of NGST's obligations under this Agreement.
10.2. City sha11 have the right to draw against the performance bond in the event of a default by NGST or in the event that NGST fails to meet and fully perform any of its obligations.
10.3. The form of the performance bond shall be approved by CITY.
SECTION 11: DAMAGE TO PUBLIC RIGHTS- WAYOF11.1. NGST shall be responsible for any damage, ordinary wear and tear accepted, to CTI'Y street pavements, existing utilities, curbs, gutters, sidewalks and all other public or private facilities due to its construction, installation, repair or removal of the Network Facilities in Public Rights- Way, of-and shall repair, replace and restore in kind such damaged facilities at its sole expense.
11.2. Any premature deterioration of surface and subsurface improvements, such as pavement or concrete over the facilities or trench or adjacent area, or reduction in the life of the Public Rights- Way, of-normal wear and tear excepted, which directly results from NGST's acts or omissions, shall be the responsibility of NGST.
11.3. NGST shall complete all necessary repairs within thirty ( 30) days of notification by City Engineer.
11.. 3If NGST fails to make repairs within thirty (30) days of notice, CITY may have repairs made with the cost being billed to NGST.
11. 2. 3If the repair cannot fully reverse such deterioration, CITY may require NGST to pay for the damage suffered as a result.
11.4. This obligation shall extend for a period not to exceed three (3) years past the term of this Agreement.
SECTION 12c PREEXISTING INSTALLATIONS
1 12.1. If the Public Rights- Wayof-to be used by NGST have preexisting installation(s) placed therein, NGST assumes the responsibility to verify the location E
4 .36499 y
C04-102
October 11, 2004
of the preexisting installation(s) and notify CTI'Y and any third party owner of NGST's proposed installation. I
12.2. The cost of any work required of such third party owner or CITY to provide adequate space or required clearance to accommodate NGST's installation shall be borne solely by NGST.
12.3. CTTY is under no obligation to move iCs existing utilities out of the way to accommodate or make room for NGST's Network Facilities.
SECTION 13: RECORDS AND FIELD LOCATIONS
13.1. NGST shall maintain accurate maps and improvement plans of the Network Facilities.
13.2. NGST shall, upon demand of the City Engineer, deliver to the office of the Public Works Department free of charge, and for a reasonable charge upon request to other third parties interested in perfornung work within the Public Rights- Way, ofwithin thirty (30) days after such request, such maps and plans as may be required to show in detail the exact location, size, height, and nature of the Network Facilities.
13.3. NGST shall also, upon request, submit such plans in digital electronic format as specified by CITY.
13.4. During construction of the Network Facilities NGST shall make available such construction drawings and records, and the Network Facilities shall be subject to such inspection by the CITY, as the CITY reasonably requests in the exercise of its rights under this Agreement.
SECTION 14: HOLD HARMLESS AND INDEMNIFICATION
14.1. NGST, jointly and severally, for itself, its successors, agents, and NGST's employees, agrees to indemnify, defend (with reasonable notice to NGST and with counsel reasonably acceptable to CITY) and hold hannless CITY, its officers, employees and agents and any successors to CITY's interest from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incuned in connections therewith, including, without limitation, reasonable attorney's fees and costs of defense (collectively, the "Losses") arising directly or indirectly out of the activities ar Facilities described in this Agreement and/or the o 4 3.36499 coa-,o2
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installation, construction, operation, maintenance, removal and/or repair of the Network Facilities.
142. NGST shall not indemnify CITY, its officers, employees or agents, or any successors to CTTY's interest for losses arising, directly or indirectly, from the CITY's negligence or willful misconduct.
14.3. CTTY shall not be responsible for any damages, losses, or liability of any kind occurring by reason of anything done or omitted to be done by CITY, except for acts which constitute CITY's negligence or willful misconduct, or by any third party, including, without limitation, damages, losses or liability arising from the issuance by CITY of a pernut or approval to any third party or any interruption in service.
14.4. NGST, for itself and its successors and assigns, hereby waives all claims and causes of action, whether now existing or hereafter arising, against CTTY or its officers, agents or employees, for damages, physical or otherwise, to any of the Network Facilities from any cause whatsoever, excluding those arising as a result of CITY's negligence or willful misconduct.
14.5. Under no circumstances shall CITY be liable to NGST for any loss of service downtime, lost revenue or profits.
SECTION 15: INSURANCE
15.1. NGST shall maintain adequate insurance during the entire term of this Agreement against claims for injuries to persons or damages to property which in any way relate to, arise from, or are connected with the installation and construction of theNetwork Facilities in the Public Rights- Wayof-by NGST, or any entity acting on its behalf, and sha11 keep such insurance in effect in accordance with the minimum insurance scope CITY may reasonably set from time to time.
15.2. NGST initially sha11 maintain in full force and effect the insurance policies set forth in the following Sections.
152.1. Worker's Comnensation Insurance: NGST shall obtain statutory Workers' Compensation insurance and Employer'sLiability insurance in the amount of One Million Dollars ($1, 000) 00,per accident.
15. 2. 2Commercial General LiabilitAutomobile Liabilitv Insurance: NGST shall obtain Commercial General Liability insurance including operations, products and completed operations and Automobile Liability insurance in 11 Q c.6e
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the amount of One Million Dollars ($1, 000) 00,per occurrence. If a general aggregate limit is used, either the general aggregate limit shall apply separately to the contract or the general aggregate limit shall be twice the required occurrence limit. NGST'sinsurance coverage shall be written on an occurrence basis.
15. 3. 2Acceptability of Insurers: Insurance is to be placed with insurers admitted and duly authorized to transact business under the laws of the State of California and with a current Best Rating of A:VII unless otherwise acceptable to CITY.
15. 4. 2Verification of Covera e: Insurance, deductibles ar self-insurance retentions shall be subject to CITY's approval. Original Certificates of Insurance with endorsements shall be received and approved by CITY before work commences, and insurance must be in effect for the duration of this Agreement.
15. 5. 2Other Insurance Provisions: The City of Redondo Beach, its officers, officials, employees, agents and volunteers are to be covered as additional insureds, by a comprehensive commercial general liability endarsement no less than Endorsement CG 20 10 11 85 or equivalent.
15. 6. 2For any claims related to this project, NGST'sinsurance coverage shall be primary.
15. 7. 2Each insurance policy required sfiall be endorsed that a thirty (30) day notice be given to CITY in the event of cancellation or modification to the stipulated insurance coverage.
152.8. It shall be the responsibility of NGST to ensure that all subcontractors comply with the same insurance requirements that are stated in this Agreement.
SECTION 16: ASSIGNMENT
16.1. NGST shall not assign, sublet or transfer any interest in this Agreement nor the performance of any NGST's obligations hereunder, without the prior written consent of CITY, which shall not be unreasonably withheld or delayed, and any attempt by NGST to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
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16.2. Any successor of NGST shall be bound by a11 of the provisions, terms and conditions of this Agreement.
SECTION 17: ENFORCEMENT
17.1. Failure to materially comply with the terms and conditions of this Agreement may result in CITY's reasonable and lawful withholding issuance of any new construction pernuts related to the Network Facilities, enforcement pursuant to Redondo Beach Municipal Code, and/or in any other applicable remedy the City may have at law or equity.
SECTION 18: TERMINATION
18.1. This Agreement shall remain in effect, unless terminated under the following circumstances:
18.. 1This Agreement may be terminated by CTTY upon at least ninety (90) days written notice to NGST if CTTY reasonably, necessarily, and lawfully determines that the provisions herein interfere with the use or disposal of the Public Rights- Wayof-ar any part thereof by CIT'Y; provided however, that where a11 or a portion of NGST's Network.Facilities interferes with the use or disposal of the Public Rights- Way, of-and relocation is reasonably possible, CITY shall allow NGST to relocate such portion in accordance with other Sections of this Agreement.
181.2. This Agreement may be terminated by CITY upon thirty (30) days' written notice for failure, neglect or refusal by NGST to fully and promptly comply with any and all of the material conditions of this Agreement, unless NGST confirms and the CITY agrees within thirty (30) days of receipt of the notice that the cited condition has been corrected.
18. 3. 1This Agreement shall ternunate if CITY adopts a general ordinance governing telecommunications uses of the Public Rights- Way, of-in which case NGST shall have the opportunity to make new arrangements with CTTY for its use of the Public Rights- Wayof-pursuant to such ordinance.
SECTION 19: NOTICE
191. NGST's Security Control Center sha11 be available to CITY staff 24 hours a day, 7 days a week, regarding problems or complaints resulting from the facilities Q4 3.36499
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installed pursuant to this Agreement and may be contacted by telephone at (310) 812-9711 regarding such problems or complaints. NGST shall provide an escalation list of responsible operations personnei within NGST.
19.. 1NGST shall promptly respond to such call(s) and perform the required repair or conect any adverse impact to CITY's use or operations or the use or operations of a third party caused by NGST's Network Facilities in the Public Rights- Wayof-at no cost to CTTY.
19. 2. 1NGST shall designate a person in Califrrnia who is authorized to accept service of process on behalf of NGST.
19.2. All notices given or which may be given pursuant to this agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows:
To CITY at:
City of Redondo Beach
City Hall, 415 Diamond Street
Redondo Beach, CA 94088-3707
Attn: City Engineer FAX Number: (310) 374-4828
Attn: City Manager FAX Number: (310) 379-9268
To NGST at:
NGST Real Estate Operations
One Space Park Drive, Mail Station El/3013
Redondo Beach, CA 90278
FAX: (310) 814-5409
SECTION 20: MISCELLANEOUS PROVISIONS
20.1. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements or understanding (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein.
20.2. This Agreement may be not amended except pursuant to a written instruction signed by the parties.
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20.3. Nothing in this Agreement shall be construed to waive ar prevent the CITY'slawful exercise of its police powers or any other lawful authority.
20.4. This Agreement is entered into as a one time grant of authority for entry and use of the Public Rights- Wayof-as designated in Exhibit "A" and does not constitute any waiver of the CITY'S authority over future applications by NGST or other entities for use of the Public Rights- Way. of20.5. If any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a tinal judicial action to be void, aoidable, or unenforceable, such provision(s) shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect the validity of the remaining portions of this Agreement.
20.6. This Agreement shall be governed in all respects by the law of the State of California, with exclusive venue to hear disputes under this Agreement in federal and state courts of competent jurisdiction for Redondo Beach, California.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate as of the date first written above.
CITY"
CITY OF REDONDO BEACH
A California charter city and municipal
Corporation
By: I'
r Mayor ro Tem
APPROVED AS TO FORM:
BY:
Jerrdard, Cit Attorney pss
ATTEST:
City Clerk '
NGST"
NORTHROP GRUMMAN SPACE
MISSION
SYSTEMS CORP.
By: ../'
Keith Roberts, Director
Facilities Services
APPROVED:
By:
Ji11 Buchhol Risk Ma ager
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October 11, 2004
EXHIBIT "A"
Proiect Description for the Construction of Aerial Backun Communication Lines Between NGST Facilities in Redondo Beach and Manhattan Beach. CA This project will connect NGST facilities on private property in RedondoBeach, CA, to NGST facilities outside the CITY via the following route and facilities:
NGST installed one 192-strand composite fzber optic backbone cable from Bldg.
E1B193 in Redondo Beach to Bldg. M5/0277 in Manhattan Beach. Total end-ndtocable length is 3, ft600'-with approximately 470'-ft passing through the Redondo Beach public right of way. The portion of the cable located on NGST private property is installed primarily in underground facilities, while the portion of the cable located in the respective cities public right of way is installed primarily via an aerial pathway utilizing Southern California Edison utility poles (ref: attached diagram for pathway details and SCE utility pole ID numbers).
The subject cable originates in Bldg. El in Redondo Beach and runs through the NGST underground infrastructure until it reaches manhole #14 located in the NGST parking lot just south of Marine Ave. and approximately 325'-ft east of Aviation Blvd. At that point, it enters the Redondo Beach public right of way via a 4"-inch underground conduit and attaches to the first SCE utility pole (ID #1358640E). The cable then runs west to the second utility pole (ID #651690E) and continues west where it exits Redondo Beach and crosses into the city of Manhattan Beach at a boundary point near the middle of Aviation Blvd., to attach mid-span near the third utility pole (ID #651689E) located on the s/w corner of Aviation Blvd. and Marine Ave.
At that point, the cable remains in the Manhattan Beach public right of way, running north to the fourth utility pole (ID #1882193E) and continuing north to the fifth and final utility pole (ID #1809023E). The cable then continues north approximately 125'-ft to a mid-span attachment and turns west, leaving the Manhattan Beach public right of way and attaching to two 30'-ft clearance poles installed on NGST private property. At the second/western most clearance pole, the cable transitions back into the NGST underground infrastructure via a new 4"-inch underground conduit to manhole #26 and runs the remainder of the distance in the underground to Bldg. MS in Manhattan Beach where it terminates. A diagram of the installation that shows the actual aerial pathway the fiber took, Edison poles used and their ID numbers, and where the fiber lies relative the RB/MB City boundaries is attached hereto.
16 C04-102
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Description of Attached Document
Title orType of Document: hCrUuC!? Pj'lf /?GFC l1t'T
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RIGHT THUMBPRINT
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WITNESS my hand and official
Signature o No ry Public
OPTIONAL
Though the information below is not required By law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this torm to another document.
Description of Attach nnr_nmPnt
Title or Type of Document:
Document Date: — f _ Numbe^of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: ,42•- ? Gl.vc
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Individual
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Title(s):
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RIGHT THUMBPRINT
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Protl. No.59W Reorder. Call Toli-Free 1- 876B00- 6627
1996 National Notary Association • 8236 Remme[ Ave., P.O. Boz 184 • Canoga Park, CA 91309-7184