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6 LICENSE AGREEMENT BETWEEN CITY OF SAN MATEO
AND SAN MATEO CONSOLIDATED FIRE DEPARTMENT FOR USE OF LAURELWOOD PARK OPEN SPACE FOR
ANNUAL REFRESHER COURSE
This LICENSE AGREEMENT is executed as of _____________ (the “Effective Date”), by and between SAN MATEO CONSOLIDATED FIRE DEPARTMENT, a Joint Powers authority ("Licensee") and the City of San Mateo, a California municipality (the “Licensor”).
WHEREAS, Licensee needs to conduct annual wildland fire safety refresher training; and WHEREAS, the Licensor owns real property located at the Licensor's Laurelwood Park Open Space in the City of San Mateo, California, (the "Premises") as depicted on Exhibit A, attached hereto; and WHEREAS, the Licensee desires to use the Premises to conduct annual RT-130 Wildland Fire Safety Training for its employees.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Licensor and the Licensee agree as follows:
1. USE, PURPOSE, TERM AND CONSIDERATION
1.1 Grant:
The Licensor hereby grants to the Licensee, its employees, authorized agents and contractors a non- exclusive license to enter and use the Premises during pre-approved scheduled days and times throughout the calendar year for the purposes of wildland fire training, which consists of off-road vehicle driving, wildland hose evolutions, shelter deployments and chainsaw review. A written request must be received at a minimum of 30 days in advance of the desired date for use of the Premises. No activity shall commence until written approval is received from the Licensor.
1.2 Premises:
The "Premises" are more specifically shown and designated on Exhibit "A" attached hereto and made a part hereof.
1.3 Assignment:
This License is not assignable and shall be used solely by the Licensee for the purposes set forth herein.
1.4 Term:
The term of this License shall be ten (10) years commencing on execution hereof.
1.5 Consideration:
In consideration of Licensor's grant of the License, Licensee will pay Licensor $1.00.
2. USE CONDITIONS AND LIMITATIONS
2.1 Condition of Premises:
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6 The Licensor makes no representations or warranties as to the condition of the Premises for the uses set forth in this License Agreement. The Licensee accepts the Premises "as is" and shall enter and use the Premises at the Licensee's sole risk.
2.2 Licensee shall maintain the licensed Premises in good condition during the term of this License. At the end of the term hereof, or upon earlier revocation or termination as provided in Section 5.
2.3 Crews and vehicles will enter the Open Space through the City Gate at the end of Laurelwood Drive, conduct training at the dam as well as along the Tenderfoot and Salson Trails. Crews and vehicles will exit the Open Space via the City Gate at the end of Shasta Drive. Due care will be taken to ensure the safety of the public, and the Open Space will be left in good condition.
3. CONDUCT
3.1 During the exercise of the rights hereby granted, the Licensee shall at all times conduct itself so as not to interfere with the operations of the Licensor. Licensee shall observe and obey all reasonable directives from the duly designated representatives of the Licensor, as well as all other applicable laws, statutes, ordinances, regulations and permitting or licensing requirements. Licensee shall comply with all security and operational restrictions and procedures relating to the Premises.
3.2 Licensee shall conduct all of its activities so as not to exceed any noise restrictions or travel restrictions imposed by the City of San Mateo. In the event that Licensor receives any complaints from the City of San Mateo or from any residents of the City, in such numbers as the Licensor in its sole discretion deems significant, Licensor reserves the right to terminate and revoke this License.
3.3 Licensee shall comply with all laws, rules, regulations, and ordinances of any federal, state or municipal authority or regulatory body in the performance of its activities and the use of the Premises hereof. Licensee shall be solely responsible to obtain any permits and/or approvals from any such regulatory body. Licensee shall provide Licensor with a copy of all permits and approvals it obtains prior to commencing its activities on the Premises.
4. SECURITY
The Licensee shall be solely responsible for providing adequate security at the Premises for protection of the Licensee's materials and equipment. In no event will Licensor be liable for any loss of, or damage to, any equipment of Licensee, from any cause whatsoever.
5. TERMINATION AND REVOCATION
5.1 This License may be revoked by Licensor for cause, in the event that any of the terms and provisions of this License are breached or violated; provided, however, that receipt by Licensor of a significant number of complaints from the City of San Mateo, as deemed by Licensor in its sole judgment, regarding Licensee's activities on the Premises, shall be cause for termination and revocation of the License.
5.2 This License may be revoked by Licensor without cause in Licensor's sole discretion.
5.3 In either event, if the Licensor so elects to terminate this License, Licensor shall forward by regular mail a written notice of revocation at least thirty (30) days prior to the termination date stated 1 3
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6. MODIFICATION AND AMENDMENTS
Modifications or amendments to this License Agreement shall be in writing and duly executed by both parties hereto to be effective.
7. NOTICE
General Notification: The parties shall be deemed duly notified in accordance with the terms and provisions hereof, if written notices are mailed to the following addresses:
To CITY: Joanne Magrini
Director of Parks and Recreation
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 9443
To LICENSEE: San Mateo Consolidated Fire Department
Attn: Joshua McGurk, Battalion Chief
(Training Department)
2121 S. El Camino Real
Building B, Suite 100
San Mateo, CA 94403
These addresses are subject to change, and the parties hereto agree to inform each other of such changes as soon as practicable.
8. NO ESTATE CREATED
This License Agreement shall not be construed as creating or vesting in the Licensee any estate in the Premises, but only in the limited right of possession as hereinabove stated.
9. EXHIBITS AND ATTACHMENTS
Any and all exhibits and attachments referenced herein or attached hereto are duly incorporated within this License Agreement.
10. INDEMNITY
Licensee agrees to hold harmless and indemnify Licensor, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of Licensee’s performance of this Agreement, except for those claims arising out of Licensor’s sole negligence or willful misconduct. Licensee agrees to defend Licensor, its elected and appointed officials, employees, and agents against any such claims. The Licensee’s duty to indemnify shall survive expiration or early termination of this License Agreement.
11. INSURANCE.
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit 1 3
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6 B to this Agreement.
12MISCELLANEOUS
12.1 Entire Agreement:
This License Agreement constitutes the entire agreement between the parties hereto, and all prior agreements between the parties hereto, and all prior agreements covering the rights and privileges set out herein are superseded by this License.
12.2 Governing Law:
This License shall be deemed to be made and construed in accordance with the laws of the State of California and any pertinent Federal laws or regulations.
12.3 Invalid Provision:
If any provision of this License or any application thereof shall be held to be invalid by a court of competent jurisdiction, the remainder of this License shall not be affected thereby, unless, one or both Parties would be substantially and materially prejudiced.
12.4 Each of the signatories to this License Agreement represents and warrants that he/she is authorized to execute this License Agreement on behalf of their respective parties and that, when executed, this License Agreement shall be a valid and binding obligation, enforceable in accordance [SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused the License Agreement to be executed as a sealed instrument and signed in duplicate by their duly authorized representatives, as of the date first above written.
LICENSOR LICENSEE
Joanne Magrini
Director of Parks and Recreation
Date Matthew Turturichi
San Mateo Consolidated Fire
Department
Chief
Date
APPROVED AS TO FORM
Mazarin Vakharia
Assistant City Attorney
Date
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Exhibit A
Approximate location of the facility (dam) marked by pin Laurelwood Park is located west of 930 Laurelwood open space, Sugarloaf area can also be accessed via the entrance located at 3471 Glendora Drive
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EXHIBIT B
INSURANCE REQUIREMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents.
Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.
Waiver of Subrogation
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6 Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.