1 LICENSE AGREEMENT
This license agreement (“Agreement”) is dated ____________ , 2025, and is entered into by and between THE CITY OF RICHMOND, a municipal corporation (the “City”) and EAST BAY REGIONAL PARK DISTRICT, a California special district ("Licensee").
RECITALS
A. The City owns an area west of Stenmark Drive at Point Molate commonly referred to as the Point Molate Beach Park and indicated as Assessor’s Parcel Number 561-100-057-0 in the City of Richmond, Contra Costa County, California; referred to herein as the “Property.” B. Licensee desires to obtain the City’s permission to use a twenty-foot-wide portion of the surface of the Property for multi-use trail purposes, as described in this Agreement. The City is willing to grant a license to use that portion of the Property shown on Exhibits A and B (such route or location, the “Licensed Premises”) upon the terms and conditions set forth in this Agreement.
The parties therefore agree as follows:
AGREEMENT
1. Grant of License. Subject to the terms and conditions of this Agreement, the City hereby grants to Licensee, a nonexclusive revocable license to enter the Licensed Premises for the purposes described in Section 2 below and for no other purpose without City’s prior written consent.
2. Use of Premises. Licensee may use the Licensed Premises identified as the “Trail License” as shown in Exhibit A for the construction, reconstruction, operation, maintenance, and use of a public trail for multi-use, together with the necessary appurtenances thereto (the “Trail”). The Licensed Premises may also be used by Licensee and its authorized representatives, including use of motorized vehicles, for the improvement, repair, maintenance, patrol or emergency response of the Licensed Premises, subject to section 8 below. The Trail will be open and in operation during the hours of operation of the San Francisco Bay Trail as established under Licensee’s Ordinance No. 38, as may be amended from time to time.
a. During initial construction of the Trail, Licensee may also use a portion of the Point Molate Beach Park paved parking area adjacent to the Licensed Premises, as shown on Exhibit B and designated as the “Construction Staging Area.” After construction of the Trail is complete, Licensee shall return the Construction Staging Area to its original condition and shall have no further responsibility for the Construction Staging Area.
3. Term. The term of this Agreement is twenty- five (25) years, beginning August 1, 2025 and ending July 31, 2050. The City and Licensee each have the right to terminate this Agreement at any time, for any reason, or for no reason, with thirty (30) days advance written notice. By mutual written consent of the parties hereto, it may be extended for an additional twenty-five (25) year term.
2 4. Improvements to the Premises.
b. Licensee may not construct any permanent improvements on the Licensed Premises without prior written consent from the City. For the purposes of this Agreement, any equipment Licensee is permitted to install on the Licensed Premises is not considered to be an improvement to the Property or the Licensed Premises.
c. Any improvements to the Licensed Premises by Licensee (with or without the consent of the City) must be removed by Licensee, at its sole cost, except those improvements that the City and Licensee agree are not required to be removed upon the termination of this Agreement. Licensee shall repair, at its sole cost, any damage caused by the removal of its improvements or equipment.
d. If Licensee fails to remove any improvements or equipment it is required to remove, the City may remove them at Licensee’s expense, and Licensee shall immediately reimburse the City upon Licensee’s receipt of an invoice from the City. Licensee’s obligations under this Section shall survive the termination or expiration of this Agreement.
5. Permits and Approvals. Licensee is responsible for obtaining any permits or approvals for improvements it installs from any agency having jurisdiction.
6. Nonexclusive Right of Use. This Agreement is nonexclusive. The City reserves the right to issue licenses, easements and permits to others that could affect the Property or the Licensed Premises so long as these issuances do not interfere with the full enjoyment by Licensee or the general public of the rights granted herein. If the City issues licenses, easements, and permits to others for the Property, the City will provide Licensee two weeks’ notice of such other agreements to coordinate safe use of the Licensed Premises. Licensee shall have the right to issue encroachment permits and other Park District permits that pertains to Trail use across the Licensed Premises. Additionally, any work to be conducted by a permittee, which may require access on or across the Licensed Premises, or may affect the Licensed Premises, will require a permittee to obtain an encroachment permit from Licensee in addition to an encroachment permit from City, so that Licensee’s public access concerns may be addressed.
7. Existing Facilities. It is understood and agreed that the City has leases, licenses, and/or easements with others for all or a portion of the Property. The holders of the leases, licenses, and/or easements (“Other Users”) granted by the City have the right to enter on the Property and maintain their facilities. Licensee will not be compensated by the City for damage resulting from such maintenance.
8. Damage. It is the responsibility of Licensee to contact the City and Other Users to determine if any real property over which Licensee wishes to use a vehicle is able to support the vehicle without damage to subsurface or surface facilities. If Licensee’s use of the Licensed Premises pursuant to this Agreement causes damage to the Licensed Premises, or their vegetation, Licensee shall repair the damage and return the affected property to a neat and safe condition satisfactory to the City and the Other Users that may be affected. If the City or Other Users damage the Licensed Premises, the City or Other Users are responsible for repairing and restoring the damaged area to its former condition. 3 9. Maintenance. During the term of this Agreement, Licensee, at its sole cost, shall maintain the Licensed Premises in a clean, safe and presentable condition, free from waste, litter and other items incidental to the use of the Licensed Premises. As used in this section, the term “litter” shall include, but is not limited to, paper, garbage, refuse, trimmings, and other items, including graffiti, that detract from the neat and tidy appearance of the Licensed Premises.
Licensee’s accepts responsibility for the repair of the Trail surface as it relates to the Licensee’s utilization of the Licensed Premises. Licensee shall not be responsible for the repair of any damage resulting from City activities, subsurface natural conditions or subsurface improvements, such as drains or culverts located under the Trail surface (unless installed by Licensee).
Licensee, at its sole cost, shall promptly repair all damage to the Licensed Premises caused or resulting from the use of the Trail or the Licensed Premises by the Licensee, its officers, employees, or agents, or by members of the public. Licensee, at its sole cost, shall install and maintain the Trail’s pavement surface, detectable warning surfaces, trail signage, delineators, and fencing if desired by Licensee, within the Licensed Premises. Licensee shall maintain signing in such a manner as to be clearly visible to road and trail users, be retro- reflective and comply with Licensee’s signage standards.
10. Pollution. Licensee, at its expense, shall comply with all applicable laws, regulations, and rules with respect to the use of the Licensed Premises, regardless of when they become or became effective, including, without limitation, those relating to health, safety, noise, environmental protection, waste disposal, and water and air quality, and shall furnish satisfactory evidence of such compliance upon request by the City.
Licensee may not permit hazardous materials to be handled at any time on the Property.
Should any discharge, leakage, spillage, emission or pollution of any type occur upon or from the Property due to Licensee's use and occupancy of the Licensed Premises, Licensee, at its expense, shall clean all the property affected thereby, whether owned or controlled by the City or any third person, to the satisfaction of the City (insofar as the property owned or controlled by the City is concerned) and any governmental body having jurisdiction.
To the extent permitted by law, Licensee shall indemnify, hold harmless, and defend the City and the holders of rights to use the License Premises (each, an “Indemnitee”) against all liability, cost, and expense (including, without limitation, any fines, penalties, judgments, litigation costs, and attorneys' fees) incurred by any Indemnitee as a result of any discharge, leakage, spillage, emission or pollution, regardless of whether the liability, cost or expense arises during or after the term of this Agreement, unless such liability, cost or expense is proximately caused solely by the active negligence of the City or Other Users.
Licensee shall pay all amounts due to the City under this section within ten (10) days after any demand therefor. Licensee’s obligations under this section shall survive the termination or expiration of this Agreement.
11. Hold Harmless. Licensee shall indemnify, save, protect, defend and hold harmless City, its boards, officers, employees, agents and contractors from and against any and all loss, liability, expense, claims, costs, suits and damages, including reasonable attorney’s fees 4 (collectively “Claims”), arising out of or connected with the Licensed Premises or its use by any person other than City and their officers, employees, agents or contractors. Licensee’s obligations under this section shall not apply for Claims which are the result of the gross negligence and/or willful misconduct of City, its officers, agents, or employees.
City shall indemnify, save, protect, defend and hold harmless Licensee, its boards, officers, employees, agents and contractors from and against any and all loss, liability, expense, claims, costs, suits and damages, including reasonable attorney’s fees, arising out of or connected with use of the Licensed Premises by Licensor or Licensor’s officers, employees, agents or contractors. Licensor’s obligations under this section shall not apply for Claims which are the result of the gross negligence and/or willful misconduct of Licensee, its officers, agents, or employees.
12. Insurance. Licensee agrees, at no cost to the City, to obtain and maintain during term of this Agreement, commercial general liability insurance with a minimum limit coverage of $1,000,000 for each occurrence and $2,000,000 aggregate for all claims or loses due to bodily injury, including death, or damage to property, including loss of use, and to name the City of Richmond, its officers, agents, and employees as additional insured thereunder.
The coverage must provide for a thirty-day written notice to the City of cancellation or lapse.
Licensee shall provide evidence of the coverage to the City prior to execution of this Agreement. Any required endorsement shall either be attached to the Certificate or certified as issued on the Certificate.
Licensee further agrees, at no costs to the City, to obtain and maintain during the term of this Agreement Automobile Liability Insurance with respect to any vehicles owned, non-owned, leased or hired by or on behalf of the Licensee with a combined single limit of not less than $1,000,000 for bodily injury or death to any person and damages to the property, including the loss of use thereof arising out of each accident or occurrence and as above to name the City, its officers, agents, and employees as additional insured thereunder.
Licensee further agrees, at no cost to the City, to obtain and maintain during the term of this Agreement Worker’s Compensation and Employer’s Liability Insurance for all of its employees. Licensee shall require any subcontractor to provide it with evidence of Worker’s Compensation and Employer’s Liability Insurance, all in strict compliance pursuant to California State Law.
13. Assignment. Licensee may not assign its rights under this Agreement.
14. City’s Title. Licensee hereby acknowledges City’s fee title in and to the Property and agrees never to assail or to resist the City’s title. Licensee agrees that it has not, and never will, acquire any rights or interest in the Property as a result of this Agreement, and that Licensee has not, and will not, obtain any right or claim to the use of the Property beyond that specifically granted in this Agreement. Construction of any improvements by Licensee on or about the Property does not give rise to an agreement coupled with an interest. The foregoing does not preclude Licensee from purchasing the Property under a separate agreement with the City.
5 15. Notices. Notices under this Agreement must be in writing and will be effective either when delivered in person or deposited as certified mail, postage prepaid, return receipt requested, or sent by a recognized overnight courier service, and directed to the other party at its address as stated below, or to such other address as the party may designate by written notice.
LICENSEE: East Bay Regional Park District
Attn: Land Acquisition
2950 Peralta Oaks Court
Oakland, CA 94605
CITY: City of Richmond
Public Works Department
450 Civic Center Plaza
Richmond, CA 94804
16. Governing Law. This Agreement is governed by the laws of the State of California.
17. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter of this Agreement. No alteration or variation of this Agreement is valid or binding unless made in writing and signed by both parties.
The parties are signing this Agreement as of the date set forth in the introductory paragraph.
CITY OF RICHMOND LICENSEE
EAST BAY REGIONAL PARK
DISTRICT, a California special
district
By ______________________________ By ______________________________ Sabrina Landreth
General Manager
By______________________________
Jason Rosenberg
Assistant General Counsel
Exhibit A: Licensed Premises