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AMENDMENT NO. 1 TO
MEMORANDUM OF UNDERSTANDING BETWEEN
THE SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT,
SOUTHERN CALIFORNIA GAS COMPANY
AND THE CITY OF SAN BERNARDINO
This Amendment No. 1 to the Memorandum of Understanding for is made and entered into as October 18, 2023 (“Effective Date”) by and between the City of San Bernardino, a charter city and municipal corporation (“City”), the San Bernardino City Unified School District (“SBCUSD”) and Southern California Gas Company (“SoCalGas”).
For the purposes of this Amendment No. 1, City, SBCUSD, and SoCalGas are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
RECITALS
A. WHEREAS, the City and SBCUSD have entered into a Memorandum of Understanding, dated March 10, 2023, for the purpose of providing temporary road access during the construction of a new channel bridge (the “MOU”).
B. WHEREAS, construction of the new channel bridge will require the removal of the existing gas line in order to proceed with bridge demolition activities.
C. WHEREAS, there is no auxiliary gas main to service the existing residential neighborhood adjacent to the channel bridge.
D. WHEREAS, City and SBCUSD desire to install a temporary gas line to allow residents to maintain gas service while the construction of the new channel bridge continues.
E. WHEREAS, SoCalGas has agreed to perform the installation of the temporary gas line.
F. WHEREAS, the purpose of this Amendment No. 1 is to define the rights and responsibilities of the Parties related to the installation of the temporary gas line and add SoCalGas as a party to the MOU for the purposes of carrying out the installation of the temporary gas line.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the MOU, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.
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2. Addition of New Party. The Parties hereby agree that SoCalGas shall be added as a Party to the MOU solely with respect to the installation services and obligations outlined in Section 12 of the MOU.
3. Addition of Section 12 to the MOU. Section 12 shall be added to the MOU to read as follows:
“12. Installation of Temporary Gas Line.
a. General Grant. Subject to the terms and conditions hereinafter set forth, SBCUSD hereby grants to SoCalGas a revocable, non-exclusive license in, on, over, under and across the Property to install approximately 550 linear feet of 2” plastic main for distribution of natural gas (herein after, referred to as the "Temporary Natural Gas Line"), on the Property, across or along the Property. The exact location of the Temporary Natural Gas Line being more particularly shown on Exhibit "B-1" attached hereto and incorporated herein by reference.
b. Use. SoCalGas shall use Property and the Temporary Natural Gas Line solely for the transmission of natural gas and shall not use it for any other purpose whatsoever. No change shall be made by SoCalGas in the use of the Property or Temporary Natural Gas Line without SBCUSD’s prior written approval. c. Hazardous Materials Use and Related Indemnity.
i. Use and Termination. SoCalGas intends to use the
Temporary Natural Gas Line to transport medium pressure natural gas. The Parties acknowledge that natural gas may be considered a Hazardous Material. As used in this license, "Hazardous Materials" means any chemical, substance or material which is now or becomes in the future listed, defined or regulated in any manner by any Environmental Law based upon, directly or indirectly, its properties or effects. As used in this preceding sentence, "Environmental Law" means any federal, state or local environmental, health and/or safety-related laws, regulations, standards, decisions of the courts, permits or permit conditions, currently existing or as amended or adopted in the future which are or become applicable to the SoCalGas or the Property. In using, transporting or handling the medium pressure natural gas in the Temporary Natural Gas Line and/or on the Property, SoCalGas agrees fully to comply with all applicable federal, state, and local laws, rules, regulations, orders, decisions and ordinances (hereinafter referred to as "Hazardous Materials Standards") concerning Hazardous Materials.
SoCalGas further agrees that at SBCUSD's request it will furnish SBCUSD with proof, reasonably satisfactory to SBCUSD, that SoCalGas is in such compliance. SoCalGas further covenants that it will not handle or transport any Hazardous Materials other than medium pressure natural gas on the Temporary Natural Gas Line or the Property; however, in the event that any other Hazardous Materials are used, handled or transported in the Temporary Natural Gas Line or the Property, SoCalGas shall comply with all requirements set forth in this section.
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d. Maintenance and Repair. SoCalGas shall, at its own cost and subject to the approval of SBCUSD or his designee, repair and maintain the parts of the Temporary Natural Gas Line and those portions of the Property used or occupied by SoCalGas so that it will not at any time be a source of danger to or interference with other activities on the Property. SoCalGas shall provide SBCUSD no less than ten (10) days written notice and shall acquire all necessary approvals from SBCUSD prior to SoCalGas's commencement of any such repair or maintenance work. e. Construction and Installation.
i. The Temporary Natural Gas Line shall be installed and constructed at the SoCalGas’s sole cost in accordance with the design plans attached hereto as Exhibit "B-1." Any deviation from the plans shall be approved in writing by the SBCUSD, which approval shall not be unreasonably withheld, conditioned or delayed. ii. The construction of the Temporary Natural Gas Line shall be accomplished in such a manner so that it will not interfere with or be a source of danger to the property of SBCUSD, or the safe operation of activities on the Property.
SBCUSD may require that SBCUSD’s representative be present during some or all of the installation of the Temporary Natural Gas Line. Notwithstanding the presence of the SBCUSD’s representative, SoCalGas shall, at all times, retain full liability and responsibility for all aspects of the installation.
f. Insurance. SoCalGas, at its sole cost and expense, shall obtain and maintain in full force and effect insurance as required by SBCUSD and SoCalGas in the amounts and coverage specified and issued by insurance companies as described on Exhibit "C- 1". SoCalGas reserves the right, to review and change the amount and type of insurance coverage it requires in connection with this agreement or the work to be performed on the Temporary Natural Gas Line. Prior to (i) entering the Property or (ii) performing any work or maintenance on the Temporary Natural Gas Line, SoCalGas shall furnish SBCUSD and SoCalGas with the insurance endorsements and certificates in the form and amounts specified in Exhibit "C-1," evidencing the existence, amounts and coverage of the insurance required to be maintained hereunder.
i. Restoration of the Property, Claims for Costs. Upon the termination of this MOU or when the Temporary Natural Gas Line is no longer needed, SoCalGas, upon demand of SBCUSD and at SoCalGas's own cost and expense, shall commence and diligently prosecute to completion the abandonment and removal of the Temporary Natural Gas Line and restoration of the Property to the same condition in which they were prior to the placing of the Temporary Natural Gas Line thereunder, reasonable wear and tear excepted. In no event shall SoCalGas have any claim against the SBCUSD for any of the costs of constructing, maintaining or removing the Temporary Natural Gas Line. No termination hereof shall release SoCalGas from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, -4-
omissions or events happening prior to the date the Temporary Natural Gas Line is removed and the Property restored as above provided.
4. Addition of Exhibits “B-1” and “C-1” to the MOU. The MOU is hereby amended by adding Exhibits “B-1” and “C-1”, attached hereto to this Amendment No. 1 and incorporated herein by this reference.
5. Full Force. Except as amended by this Amendment No. 1, all provisions of the MOU, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1.
6. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature.
7. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR
AMENDMENT NO. 1 TO THE
MEMORANDUM OF UNDERSTANDING BETWEEN
THE SAN BERNARDINO CITY UNIFIED SCHOOL DISTRICT AND
THE CITY OF SAN BERNARDINO
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written.
CITY OF SAN BERNARDINO
APPROVED BY:
SBCUSD
APPROVED BY:
Charles McNeely,
Interim City Manager
Terry Comnick,
Associate Superintendent
SOCALGAS
APPROVED BY:
Will Liao
Region Planning Supervisor
EXHIBIT B-1
EXHIBIT B-1
Depiction of Temporary Gas Line/Location
EXHIBIT C-1
EXHIBIT C-1
INSURANCE
SoCalGas shall obtain, and shall require any consultant or contractor entering the Property on its behalf to obtain insurance of the types and in the amounts described below and satisfactory to SBCUSD and City.
A.Commercial General Liability Insurance. SoCalGas shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than two million dollars ($2,000,000) per occurrence and the general aggregate limit not less than four million dollars ($4,000,000). Such insurance shall:
1. Include the SBCUSD and City, their respective officials, officers, employees, agents, and consultants as additional insureds with respect to the use of the Property and shall contain no special limitations on the scope of coverage or the protection afforded to the additional insureds;
2. Be primary with respect to any insurance or self-insurance programs covering the SBCUSD and City, its officials, officers, employees, agents and consultants; and
3. Contain standard separation of insured provisions.
4. Contain a waiver of subrogation that waives any right the insurer has against SBCUSD and City for any claims or suits.
B.Workers' Compensation Insurance. SoCalGas shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per occurrence.
C.Automobile Liability. SoCalGas shall maintain automobile liability insurance for bodily injury and property damage including coverage for owned, non- owned and hired vehicles, in a form and with insurance companies acceptable to the City with limits of not less than $1,000,000 combined single limit.
E.Certificates of Insurance. SoCalGas shall, prior to entering the Property, furnish SBCUSD and City with properly executed certificates of insurance and, if requested by SBCUSD and City, certified copies of endorsements s, which clearly evidence all insurance required under this MOU and provide that such insurance shall be not canceled, allowed to expire or be materially reduced in coverage, except on thirty (30) days' prior written notice to SBCUSD and City. SBCUSD and City shall have the sole discretion to determine whether the certificates and endorsements presented comply with the provisions of this MOU.
EXHIBIT C-1
F.Coverage Maintenance. SoCalGas shall replace certificates, policies and endorsements for any insurance expiring prior to the termination of this MOU. Unless otherwise provided for in this MOU, SoCalGas shall maintain such insurance from the execution of this MOU until completion of the agreed use of SBCUSD’s property is complete and the Property is fully restored, except as otherwise provided in this MOU.
G.Licensed Insurer. SoCalGas shall place such insurance with insurers having A.M. Best Company ratings of no less than” A-,:VII”.
H.Self-Insurance.SoCalGas shall have the right to self-insure with respect to any or all of the insurance required to be carried by SBCUSD and the City, and such insurance shall be deemed to have satisfied any or all obligations required under this agreement.