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BOUQUET CANYON TRAIL LICENSE AGREEMENT
This BOUQUET CANYON TRAIL LICENSE AGREEMENT (“Agreement”) is made as of _________________ (“Effective Date”), by and between the Santa Clarita Valley Water Agency (“Licensor”) and the City of Santa Clarita (“Licensee”; collectively, the “Parties”).
RECITALS
A. Licensor is the owner of the real property identified and described in Exhibit “A”, attached hereto and incorporated herein by reference (the “Property”).
B. Licensee would like a revocable license to use a portion of the Property for a shared use trail (“Trail”) to be used and enjoyed by the general public.
C. The location of the Trail on the Property (the “Licensed Area”) is described and depicted in the attached Exhibit 1, which is fully incorporated herein by this reference.
NOW, THEREFORE, the Parties agree as follows:
1. License. Licensor hereby grants to Licensee, its employees, agents, contractors and invitees, a revocable non-exclusive license and right to enter upon and over the Property (“License”) for the sole purpose of constructing, operating and maintaining the Trail for the general public for recreational use (“Activity”). Licensee shall be solely responsible for all costs and expenses relating to the construction, operation and maintenance of the Trail and the Activity. The License and this Agreement are independent and unrelated to the Ground Lease By And Between The City Of Santa Clarita And The Santa Clarita Valley Water Agency Relative To Central Park Sports Facility and its amendments (“Ground Lease”).
2. No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, easement, or other possessory interest in the Property, or any portion thereof, or any exclusive right or special status to negotiate or purchase. This Agreement grants a limited revocable license relating to the Activity upon specified terms and no more.
3. Term. This Agreement shall be effective upon the date specified above when both parties have executed this Agreement and shall terminate at midnight on January 1, 2038. The term of this Agreement shall run concurrently with the term of the Ground Lease, and a renewal of the term of the Ground Lease shall be a corresponding renewal of the term of this Agreement.
4. Conditions for Entry Onto Property. The Property shall be entered upon by the general public solely for the Activity. Such entry shall not unreasonably interfere with Licensor’s ownership or use of the Property. All existing improvements located on the Property are to be protected in place, unless otherwise agreed to by the Licensor. Licensee shall be subject to the following terms and conditions:
a. Licensor makes no representation, covenant, warranty or promise that the Property is fit for any particular use, including the use for which this Agreement and License are 55396.00018\34304595.1
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granted and Licensee is not relying on any such representation, covenant, warranty or promise and accepts the Property in its “as is” condition.
b. Licensee shall conduct the Activity in compliance with all applicable federal, state and local laws.
c. At the completion of the Activity and/or the revocation of the License, Licensee will restore the Property to its original condition prior to this Agreement.
d. Licensee shall not permit to be placed against the Property, or any part thereof, any design professionals’, mechanics’, materialmen’s, contractors’ or subcontractors’ liens with regard to Licensee’s actions on the Property. Licensee agrees to hold Licensor harmless for any loss or expense, including reasonable attorneys’ fees and costs, arising from any such liens which might be filed against the Property.
5. Future Trail Section. Should the Licensee want to extend the Trail, the Parties agree that Licensee may develop the future trail section (Future Trail) described and depicted in the attached Exhibit 1 described as “Future Trail Section”, which is fully incorporated herein by this reference. In such event, the Future Trail Section will be deemed to be a part of the Licensed Area and will be subject to the terms and provisions of this Agreement.
6. Notice. Prior to entering the Property for the construction, operation and maintenance of the Trail, Licensee shall provide Licensor with forty eight (48) hours advanced written notice at the address below.
7. Prohibition of Digging. Licensee is prohibited from taking samples or digging on the Property, unless related to construction and maintenance of Trail. Licensee shall indicate in writing the scope of any intended tests 48 hours prior to entry onto the Property for Licensor’s review and approval. All results and findings of such permitted tests shall be made available for Licensor’s at no cost.
8. Revocation of the License and Termination of this Agreement. The License may be revoked and this Agreement terminated by either party for or without cause upon ninety (90) days’ written notice to the other party, or immediately by the Licensor if it is determined that the actions of Licensee are illegal, unsafe or a liability to the Licensor. The expenditure of funds, time and/or labor by Licensee in installing and maintaining the Trail shall not be deemed substantial in light of the expected expenditures, the value of the Trail and any related improvements, and the size and value of the Property, and shall not render the License irrevocable. Licensee acknowledges that Licensor has never represented that the License may become irrevocable and that it did not rely on any such representation in entering into this Agreement and/or constructing or and maintaining the Trail and any related improvements.
9. Indemnification. Except as to sole gross negligence or willful misconduct of the Licensor, Licensee agrees to indemnify, defend (with counsel approved by Licensor) and hold the Licensor, its officers, officials, agents and employees, harmless from and against all claims, damages, losses, liability, cost or expense, including defense costs and attorney’s fees, including, 55396.00018\34304595.1
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but not limited to, bodily injury, death, personal injury or property damage, which arise out of or are in any way connected with the performance of the Activity by the Licensee, its officers, officials, agents, employees and contractors under the License and this Agreement, and the use of the Trail and any related improvements by the general public. Licensee shall also be responsible for any attorneys’ fees the Licensor incurs in the event the Licensor has to file any action in connection with this Agreement. The parties expressly agree that any payment, attorney’s fees, costs or expenses Licensor incurs or makes to or on behalf of an injured employee under the Licensor’s workers’ compensation insurance coverage shall be included as a loss, expense or cost for the purpose of this Section, and that this Section shall survive the expiration or early termination of this Agreement.
10. Insurance. Prior to Licensor's execution of this Agreement, Licensee shall provide to Licensor a certificate of insurance showing that Licensee is insured for commercial and general liability insurance and automobile liability insurance with minimum limits as follows: commercial and general liability insurance policies shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor’s liability, personal injury liability, and contractual liability) in an amount not less than $2,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000, unless otherwise approved or reduced by the Licensor in writing. Licensee’s automobile liability policy shall cover both bodily injury and property damage in an amount not less than $2,000,000 per occurrence unless otherwise approved or reduced by Licensor in writing. Licensee shall procure and maintain, and require its subcontractors to procure and maintain, for a period of five (5) years following completion of the construction of the trail, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability.
These minimum amounts of coverage shall not constitute any limitation or cap on Licensee’s indemnification obligations hereunder. Prior to Licensor's execution of this Agreement, copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial and general and automobile liability insurance, shall be filed with Licensor and shall include Licensor and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial and general and automobile liability insurance policies, but shall include the following provisions:
a. It is agreed that the Licensor, and its officers, employees and agents, shall be added as additional insureds under this policy and each policy shall contain a waiver of the insurer’s right of subrogation against the Licensor.
b. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to Licensor by certified or registered mail, postage prepaid.
c. The policies shall apply on a primary non-contributing basis in relation to any insurance or self-insurance available or applicable to the Licensor.
Prior to the commencement of any work in the Licensed Area by any designer, architect, engineer and/or contractor retained by Licensee, Licensee shall provide to Licensor a certificate of insurance showing that the foregoing retained parties are insured for commercial and general liability 55396.00018\34304595.1
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insurance, automobile liability insurance and professional liability insurance with the minimum limits provided above. The Licensor, its officers, officials, employees and agents make no representation that the types or limits of insurance specified to be carried by Licensee pursuant to this Agreement are adequate to protect Licensee. If Licensee believes that any required insurance coverage is inadequate, it shall obtain such additional insurance coverage, as it deem adequate, at its sole expense.
11. Hazardous Substances Indemnity. Licensee expressly agrees to and shall indemnify, defend (with counsel reasonably approved by Licensor), release and hold the Licensor, its officers, officials, agents and employees harmless from and against any liability, loss, fine, penalty, fee, charge, lien, judgment, damage, entry, claim, cause of action, suit, proceeding (whether legal or administrative), remediation, response, removal, or clean-up and all costs and expenses associated therewith, and all other costs and expenses (including, but not limited to, attorneys’ fees, expert fees, and court costs) in any way related to the disposal, treatment, transportation, manufacture, or use of any Hazardous Substances on, in, under, or about the Property by Licensee, or its respective officers, directors, agents, subcontractors, servants, employees or developers, or by any other third party acting under the control or request of Licensee, or by the general public, other than the Licensor and its respective officers, agents, servants, employees or developers. This indemnity, defense and hold harmless obligation shall survive the expiration or termination of this Agreement.
12. Hazardous Substances Defined. Hazardous Substances shall mean any (a) substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to CERCLA, 42 U.S.C. § 9601, et seq.; The Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); The Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; The Clean Water Act, 33 U.S.C. § 1251, et seq.; The Hazardous Waste Control Act, California Health and Safety Code (“H. & S.C.”) § 25100, et seq.; the Hazardous Substance Account Act, H. & S.C. § 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H. & S.C. § 25249.5, et seq.; Underground Storage of Hazardous Substances H.& S.C. § 25280, et seq.; the Carpenter-Presley-Tanner Hazardous Substance Account Act (H & S.C. § 25300 et seq.); The Hazardous Waste Management Act, H. & S.C. §§ 25170.1, et seq.; Hazardous Materials Response Plans and Inventory H. & S.C. § 25001 et seq.; or the Porter-Cologne Water Quality Control Act, Water Code § 13000, et seq., all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect, (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes, (c) petroleum, crude oil or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons other than petroleum and petroleum products contained within regularly operated motor vehicles, and (d) polychlorinated biphenyls (PCB), radon gas, urea-formaldehyde, asbestos and lead.
13. Venue and Attorneys' Fees. Any action at law or in equity brought by either party for the purpose of enforcing a right or rights provided for by the License and this Agreement shall be tried in a court of competent jurisdiction in the County of Los Angeles, State of California, and 55396.00018\34304595.1
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the parties hereby waive all provisions of law proving for a change of venue in such proceedings to any other county. In the event either party shall bring suit to enforce any term of this Agreement or to recover any damage for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs thereof, including reasonable attorneys' fees, to be set by the court in such action.
14. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To Licensor: Santa Clarita Valley Water Agency
Attn: General Manager
26521 Summit Circle
Santa Clarita, CA 91350
Telephone: 661.513.1211
Email: [email protected]
To Licensee: The City of Santa Clarita
Attn: City Manager
23920 Valencia Blvd.
Santa Clarita, CA 91355
15. Assignment. It is mutually understood and agreed that the License and this Agreement are personal to Licensee and shall be binding upon Licensee and its successors and may not be assigned or transferred in any way without the prior written consent of the Licensor.
Any transfer shall be void and of no effect.
16. Authority. The individuals executing this Agreement each represent and warrant that they have the legal power, right and actual authority to bind their respective entities to the terms and conditions hereof and thereof.
17. Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Agreement and the remainder of the Agreement shall continue in full force and effect.
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CITY OF SANTA CLARITA
By: ____________________________
Name: ___________________________
Title: ____________________________
Attest:
By: ____________________________
Name: ___________________________
Title: ____________________________
SANTA CLARITA VALLEY WATER
AGENCY
By: ____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT 1
(Description of the Trail Property)
SANTA CLARITA VALLEY WATER AGENCY SUCCESSOR
IN INTEREST TO CASTAIC LAKE WATER AGENCY
LOS ANGELES COUNTY FLOOD CONTROL DISTRICT
CITY OF SANTA CLARITA
LEGEND:
TRAIL SECTION
2849-014-900
APN
2849-018-901
2849-014-901
2849-014-902
2849-014-903
2849-015-900
2849-003-902
FUTURE TRAIL SECTION
CENTRAL PARK LEASE AREA
2849-003-901
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