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File: RVAL008984
LICENSE AGREEMENT
BETWEEN
LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION AUTHORITY
AND
CITY OF SANTA CLARITA
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File: RVAL008984
LICENSE AGREEMENT
This LICENSE AGREEMENT (" Agreement") is made and entered into as of ________________________, 2024______ by and between the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a public agency existing under the authority of the laws of the State of California (" MTA"), and CITY OF SANTA CLARITA , a (LEGAL STATUS OF LICENSEE), (" LICENSEE"), upon and in consideration of the agreements, covenants, terms and conditions below:
PART I
BASIC LICENSE PROVISIONS
1. Description of License Property:
A new pedestrian and vehicular underpass at the existing Via Princessa Station to be constructed on MTA-owned property for the Metrolink Commuter Rail System on MTA’s Valley Subdivision between Whites Canyon Road and Sierra Highway in the City of Santa Clarita, County of Los Angeles, State of California, at Milepost 37.9, more specifically identified on Exhibit “A” attached hereto and made a part hereof.
Approximate area:
7,700sf
(§1.1)
2. Use of License Property:
Design and construct a pedestrian and vehicular underpass with pedestrian walkway and closure of existing at grade pedestrian crossing only, and no other uses ( §1.1, §10)
3. Commencement Date:
TBD (§1.2)
4. Term :
A. Month-to-month
B. 45 years, thereafter, automatically renewed on an annual basis. (§1.2)
5. License Fees:
A .One time fee: $1,500.00 Administrative Fee
B .Other fees: $N/A
( §2.2)
6. Insurance Amount (See Exhibit "B") (§16)
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7. MTA's Address:
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza – 22nd Floor
Los Angeles, CA 90012-2952
Attn: Executive Officer Real Estate (§24.1)
8. Licensee's Address:
City of Santa Clarita
23920 Valencia Blvd., Suite 120
Santa Clarita, CA 91355
(§24.1)
Attn:
Adrian Aguilar
Transit Manager / 661-295-6305, [email protected]
9. Facility:
A pedestrian and vehicular underpass (with the vehicular side being used for City and emergency vehicles), pedestrian walkways, underground utilities, drainage, pedestrian ramps, and stairs to access the underpass. The existing station will be modified to connect to the underpass as follows: relocation of ADA parking, adding additional parking spaces, reconfiguration of the bus turnaround, and closure of the existing pedestrian at grade crossing. (§1.1)
The foregoing Basic License Provisions and the General License Provisions set forth in attached Part II are incorporated into and made part of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
MTA:
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
By: ____________________________________ ___________________________ Name: Craig Justesen Date
Title: Executive Officer
LICENSEE:
CITY OF SANTA CLARITA
By: ____________________________________ ___________________________ Name:
Kenneth Striplin Date
Title: City Manager
ATTEST
By: ______________________________
City Clerk
______________________________
Date
APPROVED AS TO FORM:
By: ______________________________
City Attorney
______________________________
Date
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INDEX TO LICENSE AGREEMENT - PART II
Section Page
1. GRANT OF LICENSE/TERM ....................................................................................................5
2. PAYMENTS ................................................................................................................................5
3. TAXES .........................................................................................................................................5
4. CONSTRUCTION .......................................................................................................................5
5. CONTRACTORS; APPROVAL AND INSURANCE ...............................................................6
6. REIMBURSEMENT ...................................................................................................................6
7. LIENS ..........................................................................................................................................6
8. MAINTENANCE AND REPAIR ...............................................................................................6
9. LANDSCAPING .........................................................................................................................6
10. USE ............................................................................................................................................7
11. ABANDONMENT ....................................................................................................................7
12. BREACH ...................................................................................................................................7
13. SURRENDER ............................................................................................................................7
14. INDEMNIFICATION................................................................................................................7
15. ASSUMPTION OF RISK AND WAIVER ...............................................................................8
16. INSURANCE .............................................................................................................................8
17. TESTS AND INSPECTIONS....................................................................................................8
18. HAZARDOUS/TOXIC MATERIALS USE AND INDEMNITY ............................................8
19. UNDERGROUND STORAGE TANKS ...................................................................................9
20. SUBORDINATE RIGHTS ........................................................................................................9
21. COMPLIANCE WITH LAWS ..................................................................................................9
22. CONDEMNATION .................................................................................................................10
23. MARKERS ..............................................................................................................................10
24. GENERAL PROVISIONS ......................................................................................................10
Exhibits:
"A" License Property
"B" Insurance Requirements
"C" Permitted Hazardous Materials
"D" Additional Provisions
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PART II - GENERAL LICENSE PROVISIONS
1. GRANT OF LICENSE/TERM
1.1 Grant of License. MTA hereby grants a non-exclusive license to Licensee in, on, over, under, across and along the real property of MTA in the location shown in the diagram attached hereto as Exhibit A and described in Item 1 of the Basic License Provisions (the " License Property "), for construction, installation, operation, alteration, maintenance, reconstruction and/or removal of the Facility described in Item 9 of the Basic License Provisions, and any usual, necessary and related appurtenances thereto (the "Facility"), for the purposes described in Item 2 of the Basic License Provisions, together with rights for access and entry onto the License Property as necessary or convenient for the use of the Facility. In connection with this grant of license, Licensee, its employees, agents, customers, visitors, invitee s, licensees and contractors (collectively, "Licensee's Parties") subject to the provisions hereof, may have reasonable rights of entry and access onto adjoining real property of MTA if necessary for the use of the Facility or the License Property, with the time and manner of such entry and access to be subject to MTA's prior written approval. The License Property, adjoining real property of MTA and personal property of MTA located thereon shall hereinafter collectively be referred to as "MTA Property". MTA and Licensee acknowledge that the Southern California Regional Railroad Authority (“SCRRA”) dba “Metrolink” operates rail facilities within the MTA Property. Accordingly, Licensee agrees to be solely responsible for obtaining all necessary approvals from SCRRA regarding completion of the Work (defined below), operation of the Facility, and use of the License Property in compliance with the terms of that certain Right of Entry Agreement between SCRRA and Licensee (“ROE”)
1.2 Term of Agreement. The term of this Agreement shall commence on the "Commencement Date" specified in Item 3 of the Basic License Provisions and, subject to the provisions of Sections 24.15 and 24.16, shall continue for a period of forty-five (45) years, and thereafter, the term shall be automatically renewed on an annual basis. The term of this Agreement as provided above is referred to as the "Term".
1.3 Condition of License Property . Licensee acknowledges that it has inspected and accepts the License Property in its present condition as suitable for the use for which this Agreement is granted. Execution of this Agreement by Licensee shall be conclusive to establish that the License Property is in good and satisfactory condition as of the Commencement Date.
2. PAYMENTS (INTENTIONALLY OMITTED)
3. TAXES
Licensee shall be liable for and agrees to pay promptly and prior to delinquency, any tax or assessment, including but not limited to any possessory interest tax, levied by any governmental authority: (a) against the Facility, the License Property and/or any personal property, fixtures or equipment of Licensee used in connection therewith or (b) as a result of the Facility's operations.
4. CONSTRUCTION
Any work performed or caused to be performed by Licensee on the Facility or the License Property shall be performed (a) at Licensee's sole cost and expense; (b) in accordance with any and all applicable laws, rules and regulations (including the MTA's rules and regulations), and (c) in a manner which is (i) equal to or greater than the then applicable standards of the industry for such work, and (ii) in compliance with the ROE. Prior to commencement of any construction, reconstruction, installation, restoration, alteration, repair, replacement or removal (other than normal maintenance) (hereinafter, " Work") on the License Property, Licensee shall submit final work plans to MTA along with written certification to MTA that Licensee has obtained all necessary approvals from SCRRA for such Work, in compliance with the ROE. Any such Work must be carried out pursuant to such approved work plans. In addition, Licensee shall provide MTA with at least 10 calendar days' written notice prior to commencement of any Work on the License Property or the Facility, except in cases of emergency, in which event Licensee shall notify MTA's representative personally or by phone prior to commencing any Work. Unless otherwise requested by MTA, upon completion of any Work, Licensee shall restore the MTA Property to its condition immediately preceding the commencement of such Work.
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5. CONTRACTORS; APPROVAL AND INSURANCE (INTENTIONALLY OMITTED)
Any contractors of Licensee performing Work on the Facility or the License Property shall , in connection with the performance of such Work, comply in all respects with all applicable Metrolink requirements. With respect to such Work, Licensee shall, at its sole cost and expense, obtain and maintain in full force and effect throughout the term of such Work, insurance, as required by MTA, in the amounts and coverages specified on, and issued by insurance companies as described on, Exhibit "B". Additionally, Licensee shall cause any and all of its contractors and subcontractors which may (i) be involved with such Work, or (ii) may, for any reason, need to enter onto the License Property to obtain and maintain in full force and effect during the Term of this Agreement, or throughout the term of such Work (as applicable), insurance, as required by MTA, in the amounts and coverages specified on, and issued by insurance companies as described on, Exhibit "B". MTA reserves the right, throughout the Term of this Agreement, 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 License Property.
6. REIMBURSEMENT
Licensee agrees to reimburse MTA for all reasonable costs and expenses incurred by MTA in connection with Licensee’s Work on or maintenance of the License Property or the Facility, including, but not limited to, costs incurred by MTA in furnishing any materials or performing any labor, reviewing Licensee's Work plans and/or inspecting any Work, installing or removing protection beneath or along MTA's tracks, furnishing of watchmen, flagmen and inspectors as MTA deems necessary and such other items or acts as MTA in its sole discretion deems necessary to monitor or aid in compliance with this Agreement.
7. LIENS
Licensee will fully and promptly pay for all materials joined or affixed to the Facility or License Property, and fully and promptly pay all persons who perform labor upon said Facility or License Property. Licensee shall not suffer or permit to be filed or enforced against the License Property or the Facility, or any part thereof, any mechanics', materialmen's, contractors', or subcontractors' liens or stop notices arising from, or any claim for damage growi ng out of, any testing, investigation, maintenance or Work, or out of any other claim or demand of any kind. Licensee shall pay or cause to be paid all such liens, claims or demands, including sums due with respect to stop notices, together with reasonable attorney's fees incurred by MTA with respect thereto, within ten (10) business days after notice thereof and shall indemnify, hold harmless and defend MTA from all obligations and claims made against MTA for the above described work, including reasonable attorney's fees. Licensee shall furnish evidence of payment upon request of MTA. Notwithstanding the foregoing to the contrary, Licensee may contest any lien, claim or demand by furnishing a statutory lien bond or equivalent with respect to stop notices to MTA in compliance with applicable California law. If Licensee does not discharge or bond against any mechanic's lien or stop notice for works performed for Licensee, MTA shall have the right to discharge same (including by paying the claimant) and Licensee shall reimburse MTA for the reasonable cost of such discharge within ten (10) business days after billing. MTA reserves the right at any time to post and maintain on the MTA Property such notices as may be necessary to protect MTA against liability for all such liens and claims. The provisions of this section shall survive the termination of this Agreement.
8. MAINTENANCE AND REPAIR
Licensee, at Licensee's sole expense, shall maintain the License Property and the Facility in a first-class conditio n during the Term of this Agreement and shall perform all maintenance and clean- up of the License Property and the Facility as necessary to keep the License Property and the Facility in good order and condition, to MTA's satisfaction. If any portion of the MTA Property, including improvements or fixtures, suffers damage by reason of the access to or use of the License Property, by Licensee, Licensee's Parties or by Licensee's partners, officers or directors, includin g but not limited to damage arising from any tests or investigations conducted upon the License Property, Licensee shall, at its own cost and expense, immediately repair all such damage and restore the MTA Property to as good a condition as before such cause of damage occurred. Repair of damage shall include, without limitation, regrading and resurfacing of any holes, ditches, indentations, mounds or other inclines created by any excavation by Licensee or Licensee's Parties.
9. LANDSCAPING
MTA shall have the right to review and approve landscaping plans prior to installation. All landscaping work shall be done in accordance with the provisions of Section 4 above.
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10. USE
The License Property and the Facility shall be used only for the purposes specified in Item 2 of the Basic License Provisions and for such lawful purposes as may be directly incidental thereto. No change shall be made by Licensee in the use of the License Property, the Facility or the commodity or product being conveyed through the Facility (if any) without MTA's prior written approval.
11. ABANDONMENT
Should Licensee at anytime abandon the use of the Facility or the License Property, or any part thereof, or fail at any time for a continuous period of ninety (90) consecutive days to use the same for the purposes contemplated herein, then this Agreement shall terminate to the extent of the portion so abandoned or discontinued, and in addition to any other rights or remedies, MTA shall immediately be entitled to exclusive possession and ownership of the portion so abandoned or discontinued, without the encumbrance of this Agreement.
12. BREACH
Should Licensee breach, or fail to keep, observe or perform any agreement, covenant, term or condition on its part herein contained, then, in addition to any other available rights and remedies, MTA at its option may:
(a) perform any necessary or appropriate corrective work at Licensee's expense, which Licensee agrees to pay to MTA upon demand, or
(b) with or without written notice or demand, immediately terminate this Agreement and at any time thereafter, recover possession of the License Property or any part thereof, and expel and remove therefrom Licensee and any other person occupying the License Property by lawful means, and again repossess and enjoy the License Property and the Fa cility, without prejudice to any of the remedies that MTA may have under this Agreement, at law or equity by reason of Licensee's default or of such termination.
13. SURRENDER
Upon termination of this Agreement, unless otherwise requested in writing by MTA prior to the date of termination, Licensee, at its own cost and expense, shall immediately remove the Facility and restore the License Property as nearly as possible to the same state and condition as existed prior to the construction, reconstruction or installation of said Facility. Should Licensee fail to comply with the requirements of the preceding sentence, MTA may at its option (i) perform the same at Licensee's expense, which costs Licensee agrees to pay to MTA on demand, or (ii) assume title and ownership of said Facility. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Facility is removed and the License Property is restored.
14. INDEMNIFICATION
Licensee, on behalf of itself and its successors and assigns, agrees to indemnify, defend (by counsel satisfactory to MTA), and hold harmless MTA, its subsidiaries and their respective, members, direct ors, partners, officers, commissioners, employees, agents, successors and assigns (individually and collectively, " Indemnitees"), to the maximum extent allowed by law, from and against all loss, liability, claims, demands, suits, liens, claims of lien, dam ages, costs and expenses (including, without limitation, any fines, penalties, judgments, litigation expenses, and experts' and attorneys' fees), that are incurred by or asserted against Indemnitees arising out of or connected in any manner with (i) th e negligent acts or omissions to act of the Licensee, or its officers, directors, affiliates, Licensee's Parties or anyone directly or indirectly employed by or for whose acts Licensee is liable (collectively, " Personnel") or invitees of Licensee in connection with the MTA Property or arising from the presence upon or performance of activities by Licensee or its Personnel with respect to the MTA Property, (ii) bodily injury to or death of any person (including employees of Indemnitees) or damage to or loss of use of property resulting from such acts or omissions of Licensee or its Personnel, or (iii) nonperformance or breach by Licensee or its Personnel of any term or condition of this Agreement, in each case whether occurring during the Term of this Agreement or thereafter.
The foregoing indemnity shall be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused by the gross negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in addition to any other rights or remedies which Indemnitees may have under the law or under this Agreement. Upon request of MTA, Licensee shall provide
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insurance coverage for possible claims or losses covered by the indemnification and defense provisions of this Agreement.
It is understood Licensee is a self-insured public entity and may provide a Letter of Self-insurance as proof.
Claims against the Indemnitees by Licensee or its Personnel shal l not limit the Licensee's indemnification obligations hereunder in any way, whether or not such claims against Indemnitees may result in any limitation on the amount or type of damages, compensation, or benefits payable by or for a Licensee or its Personnel under workers' compensation acts, disability benefit acts or other employee benefit acts or insurance.
15. ASSUMPTION OF RISK AND WAIVER
To the maximum extent allowed by law, Licensee assumes any and all risk of loss, damage or injury of any kind to any person or property, including without limitation, the Facility, the MTA Property and any other property of, or under the control or custody of, Licensee, which is on or near the License Property. Licensee's assumption of risk shall include, without limitation, accident or fire or other casualty on the MTA Property, or electrical discharge, noise or vibration resulting from MTA's transit operations on or near the MTA Property. The term "MTA" as used in this section shall include: (i) any transit or rail-related company validly operating upon or over MTA's tracks or other property, and (ii) any other persons or companies employed, retained or engaged by MTA. Licensee, on behalf of itself and its Personnel (as defined in Section 14) as a material part of the consideration for this Agreement, hereby waives all claims and demands against MTA for any such loss, damage or injury of Licensee and/or its Personnel. In that connection, Licensee waives the benefit of California Civil Code Section 1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
The provisions of this section shall survive the termination of this Agreement.
16. INSURANCE (INTENTIONALLY OMITTED)
Licensee, at its sole cost and expense, shall obtain and maintain in full force and effect during the Term of this Agreement insurance as required by MTA in the amounts and coverages specified and issued by insurance companies as described on Exhibit "B". MTA reserves the right, throughout the Term of this Agreement, 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 License Property. Prior to (i) entering the Lic ense Property or (ii) performing any Work or maintenance on the License Property, Licensee and/or its contractors shall furnish MTA with insurance endorsements or certificates evidencing the existence, amounts and coverages of the insurance required to be maintained hereunder. As a public entity, Licensee may satisfy this requirement through the use of commercial insurance, self -insurance, risk pooling or risk retention, or any combination thereof at Licensee’s option. MTA shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by Licensee under this Agreement.
17. TESTS AND INSPECTIONS
MTA shall have the right at anytime, and in accordance with the notice requirements of Section 21 of this Agreement, to inspect the License Property and the Facility so as to monitor compliance with this Agreement. If, in MTA's sole judgment, any installation on, or use or condition of the License Property may have an adverse effect on the MTA Property, adjacent property (whether or not owned by MTA) or MTA operations, MTA shall be permitted to conduct any tests or assessments, including but not limited to environmental assessments, of, on or about the License Property, as it determines to be necessary or useful to evaluate the condition of the License Property. Licensee shall cooperate with MTA in any tests or inspections deemed necessary by MTA. Licensee shall pay or reimburse MTA, as appropriate, for all reasonable costs and expenses incurred due to the tests, inspections or any necessary corrective work and inspections thereafter.
18. HAZARDOUS/TOXIC MATERIALS USE AND INDEMNITY
Licensee shall operate and maintain the License Property in compliance with all, and shall not cause or permit the License Property to be in violation of 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 Licensee or the License Property (" Environmental Laws"). Except for Hazardous Materials expressly approved by MTA in writing as shown on Exhibit "C", Licensee shall not cause or permit, or allow any of Licensee's Parties to cause or permit, any Hazardous Materials to be brought upon,
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stored, used, generated, treated or disposed of on or about the MTA Property in violation of any Environmental Laws. Any Hazardous Materials on the site shall be stored, used, generated and disposed of in accordance wi th all applicable Environmental Laws. As used herein, "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.
Licensee shall indemnify, defend (by counsel reasonably acceptable to MTA) and hold harmless the Indemnitees (as defined in Section 14) from and against all loss, liability, claim, damage, cost or expense (including without limitation, any fines, penalties, judgments, litigation expenses, attorneys' fees, and consulting, engineering, and construction fees and expenses) incurred by Indemnitees as a result of (a) Licensee's breach of any prohibition or provision of this section, or (b) any release of Hazardous Materials upon or from the Facility or the License Property or contamination of the MTA Property or adjacent property (i) which occurs due to the use and occupancy of the Facility or the MTA Property by Licensee or Licensee's Parties, or (ii) which is made worse due to the act or failure to act of Licensee or Licensee's Parties.
The foregoing indemnity shall not apply to, and Licensee has no liability or obligation with respect to, any Hazardous Materials or violations of Environmental Laws relating to the License Property, or existing on or about the License Property, prior to the commencement of the term of this Agreement and not made worse by Licensee as stated above.
The foregoing indemnity shall be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the gross negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in addition to any other rights or remedies which Indemnitees may have under the law or under this Agreement.
In addition, in the event of any release on or contamination of the License Property, Licensee, at its sole expense, shall promptly take all actions necessary to clean up the affected property (including the MTA Property and all affected adjacent property -- whether or not owned by MTA) and to return the affected property to the condition existing prior to such release or contamination, to the satisfaction of MTA and any governmental authorities having jurisdiction thereover.
19. UNDERGROUND STORAGE TANKS
NEITHER LICENSEE NOR LICENSEE'S PARTIES SHALL INSTALL OR USE ANY
UNDERGROUND STORAGE TANKS ON THE LICENSE PROPERTY UNLESS SPECIFICALLY APPROVED IN ADVANCE IN WRITING BY MTA, WHICH APPROVAL MAY BE WITHHELD IN MTA'S SOLE DISCRETION.
At MTA's option, upon the termination of this Agreement at any time and for any reason, Licensee shall, prior to the effective date of such termination, remove and close all underground storage tanks and related equipment and clean up and remove all Hazardous Materials in, on, under and about the MTA Property, in accordance with the requirements of all Environmental Laws and to the satisfaction of MTA and any government al authorities having jurisdiction thereover, and deliver to MTA a copy of a certificate of closure issued for such tanks by the appropriate governmental authority.
20. SUBORDINATE RIGHTS
This Agreement is subject and subordinate to the prior and continuing right and obligation of MTA, its successors and assigns, to use the MTA Property in the exercise of its powers and in the performance of its duties, including those as a public transportation body. Accordingly, there is reserved and retained unto MTA, its successors, assigns and permittees, the right to construct, reconstruct, maintain and use existing and future rail tracks, facilities and appurtenances and existing and future transportation, communication, pipeline and other facilities and appurtenances in, upon, over, under, across and along the MTA Property, and in connection therewith the right to grant and convey to others, rights and interests to the MTA Property on the License Property and in the vicinity of Facility, provided, however, that the exercise of such powers by MTA, shall not materially conflict or materially interfere with Licensee’s right s under this Agreement, other than absolutely necessary in connection with a Project . This Agreement is subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, claims and other matters of title ("title exceptions") which may affect the MTA Property now or hereafter, and the words "grant" or "convey" as used herein shall not be construed as a covenant against the existence of any such title exceptions.
21. COMPLIANCE WITH LAWS
Licensee shall comply with all applicable federal, state and local laws, regulations, rules and orders in its work on, or maintenance, inspection, testing or use of, the Facility and the License Property and shall furnish
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satisfactory evidence of such compliance promptly upon request of MTA. MTA may enter the License Property to inspect the Facility at any time, upon provision of reasonable notice of inspection to Licensee. Licensee shall obtain all required permits or licenses required by any governmental author ity for its use of the License Property and the Facility, at its sole cost and expense.
22. CONDEMNATION
In the event all or any portion of the License Property shall be taken or condemned for public use (including conveyance by deed in lieu of or in set tlement of condemnation proceedings), Licensee shall receive compensation (if any) only for the taking and damage to the Facility. Any other compensation or damages arising out of such taking or condemnation awarded to Licensee are hereby assigned by Licensee to MTA.
23. MARKERS
Project markers in form and size satisfactory to MTA, identifying the Facility and its owners, will be installed and constantly maintained by and at the expense of Licensee at such locations as MTA shall designate.
Such markers shall be relocated or removed upon request of MTA without expense to MTA. Absence of markers in or about MTA Property does not constitute a warranty by MTA of the absence of subsurface installations.
24. GENERAL PROVISIONS
24.1 Notices. All notices and demands which either party is required to or desires to give to the other shall be made in writing by personal delivery, by express courier service or by certified mail postage prepaid, and addressed to such party at its address set forth in the Basic License Provisions. Either party may change its address for the receipt of notice by giving written notice thereof to the other party in the manner herein provided. Notices shall be effective only upon receipt by the party to whom notice or demand is given.
24.2 Non-Exclusive License.
The license granted herein is not exclusive and MTA
specifically reserves the right to grant other licenses within the License Property.
24.3 Governing Law. This Agreement shall be governed by the laws of the State of California.
24.4 Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
24.5 I nterest on Past -due Obligations. Except as expressly herein provided, any amount due to MTA which is not paid when due shall bear interest, from the date due, at the maximum rate then allowable by law.
Such interest will be due MTA as it accrues. Payment of such interest shall not excuse or cure any default by Licensee under this Agreement, provided, however, that interest shall not be payable on late charges incurred by Licensee.
24.6 Captions. The captions included in this Agreement are for convenience only and in no way define, limit, or otherwise describe the scope or intent of this Agreement or any provision hereof, or in any way affect the interpretation of this Agreement.
24.7 Survival of Obligations. All obligations of Licensee hereunder not fully performed as of the expiration or earlier termination of the Term of this Agreement shall survive the expiration or earlier termination of this Agreement, including without limitation, all payment obligations with respect to License Fees and all oblig ations concerning the condition of the MTA Property and the Facility.
24.8 Waiver of Covenants or Conditions . The waiver by one party of the performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant or condition under this Agreement.
24.9 Effective Date/Nonbinding Offer . Submission of this License for examination or signature by Licensee does not constitute an offer or option for license, and it is not effective as a license or otherwise until
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executed and delivered by both MTA and Licensee. Each individual executing this License on behalf of MTA or Licensee represents and warrants to the other party that he or she is authorized to do so.
24.10 Amendment. This Agreement may be amended at any time by the written agreement of MTA and Licensee. All amendments, changes, revisions, and discharges of this Agreement in whole or in part, and from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall be in writing and executed by the parties hereto.
24.11 Assignment. This Agreement and the license granted herein are personal to the Licensee. Licensee shall not assign or transfer (whether voluntary or involuntary) this Agreement in whole or in part, or permit any other person or entity (except for the users of the Facility) to use the rights or privileges hereby conveyed, without the prior written consent of MTA, which may be withheld in MTA's sole and absolute discretion, and any attempted act in violation of the foregoing shall be void and without effect and give MTA the right to immediately terminate this Agreement.
24.12 Attorneys' Fees . In any judicial or arbitration proceeding involving performance under this Agreement, or default or breach thereof, the prevailing party shall be entitled to its reasonable attorney's fees and costs.
24.13 Nondiscrimination. Licensee certifies and agrees that all persons employed thereby and/or the affiliates, subsidiaries, or holding companies thereof and any contractors retained thereby with respect to the License Property are and shall be treated equally without regard to or because of race, religion, ancestry, national origin, or sex, and in compliance with all federal and state laws prohibiting discrimination in employment, including but not limited to the Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and the California Fair Employment Practices Act.
24.14 Further Acts. Licensee agrees to perform any further acts and to execute and deliver in recordable form any documents which may be reasonably necessary to carry out the provisions of this Agreement.
24.15 Termination for Public Project. Licensee hereby expressly recognizes and agrees that the License Property is located on MTA property that may be developed for public projects and programs which may be implemented by MTA, private parties or other public agencies, such as, but not limited to: rail and bus transitways, bikeways, walkways, beautification projects and other public uses (collectively “Project”), and that Licensee’s use of the License Property under this Agreement is an interim use. Accordingly, as a condition to entering into this Agreement , MTA expressly reserves the right to terminate the Agreement for any of such public Project. Licensee expressly acknowledges and agrees that: (1) MTA may terminate this Agreement for any Project; (2) Licensee will NOT oppose any public Project when planned or implemented on or adjacent to the License Property, and (3) in the event MTA terminates this Agreement and requires Licensee to vacate the License Property for any public Project, Licensee (a) shall not be entitled to receive any relocation assistance, moving expenses, goodwill or other payments under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §4601 et seq. and/or the California Relocation Assistance Law, as amended, California Government Code § 7260 et seq; and (b) shall not be entitled to any compensation under the eminent domain law, as a result of such termination and vacation of the License Property.
24.16 Future Need of License Property. If MTA shall at any time, or from time to time, require the License Property or any portion thereof in connection with a Project, Licensee shall, at the written request of MTA, reconstruct, relocate, remove, alter, or make changes to the Facility at Licensee’s sole cost and expense within the timeline required by MTA, and the license granted hereunder as to any portion of the License Property required for the Project shall terminate. .
24.17 Time of Essence. Time is of the essence.
24.18 No Recording . Licensee shall not record or permit to be recorded in the official records of the county where the License Property is located, this Agreement, any memorandum of this Agreement or any other document giving notice of the existence of this Agreement or the license granted hereby.
24.19 Revocable License. . Licensee agrees that notwithstanding the improvements made by Licensee to the License Property or other sums expended by Licensee in furtherance of this Agreementr , the license granted herein is revocable by MTA in accordance with the terms of this Agreement.
MTA
Licensee
(AD)
24.20 Entire Agreement; Amendments. This Agreement and the Exhibits hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior verbal or w ritten agreements and understandings between the Parties with respect to the items set forth herein. This Agreement may be amended at any time by the written agreement of MTA and Licensee. All amendments, changes, revisions, and discharges of this Agreem ent in whole or in part, and from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall be in writing and executed by the parties hereto.
24.21 Additional Provisions. Those additional provisions set forth in Exhibits "D" and “E”, if any, are hereby incorporated by this reference as if fully set forth herein.
(AD)
Exhibit "A"
License Property
(AD)
Exhibit “B”
INSURANCE REQUIREMENTS FOR LEASES, LICENSES, AND PERMITS
SELF INSURED
(AD)
Exhibit "C"
Permitted Hazardous Materials
No hazardous materials are permitted to be used or stored on License Property , except those used or stored in connection with the construction, reconstruction, maintenance, repair, replacement, renovation or removal of the Facility, and then only if used or stored in compliance with all applicable Environmental Laws (as defined in the Agreement).
(AD)
Exhibit "D"
Additional Provisions
1. Paving and Fencing.
2. Importation of Soil/Fill Dirt. Tenant shall not bring upon or use any Import Soil on the License Property in conjunction with any purposes allowed under this Agreement, until said Import Soil has been laboratory tested by a certified hazardous waste testing laboratory and the test results have been approved by MTA’s Environmental Consultant. Additionally, any soil currently existing on the License Property may not be spread on the License Property unless and until it is characterized as Clean Soil to the reasonable satisfaction of MTA’s Environmental Consultant.
3. Maintenance of License Property. Tenant shall keep the License Property free and clear of weeds, trash, vegetation, unauthorized vehicle parking, graffiti and occupancy by transients/homeless persons or individuals.
Tenant shall be fully responsible for ALL maintenance and maintenance that is required or necessary in connection with Tenant’s use of License Property.
4. Protection of Underground and Aboveground Installations. Tenant shall ensure that it and Tenant’s Parties protect, from and against any and all damage, all underground and aboveground installations and improvements, such as pipes, fiber optic lines and wires, which may be impacted by any work or any use of the License Property by Tenant.
5. Improvements. Both Tenant and MTA acknowledge that the License Property is leased in “AS IS” condition and, if applicable, any track removal, grading, paving and fencing as may be necessary or required to meet Tenant’s needs will be the sole responsibility of the Tenant.
6. U
tilities. Tenant shall pay for any and all utilities for its benefit, security and use.
7. Warranties. The MTA makes no warranties as to the suitability of the location for Licensee’s intended use as to zoning, visibility, traffic count or any other factors, which may cause Licensee to h want to lease the License Property.
8. Zoning or Permitting. The property is currently zoned “Public Facilities” which carries a restricted use, and will require the licensee to obtain a zone variance, or a conditional use permit. Any permits, inspection fees, or costs associated with the use or maintenance of the Premise by any governmental agency, department, or organization, or any labor expenses for the installation or maintenance of any permitted improvements are the Licensee’s sole responsibility. Copies of permits are to be readily available for inspection by MTA p ersonnel.
9. Signage. NO SIGNS PERMITTED on or along the perimeter of the leasehold unless such signs were requested and approved under your original proposal and covered by the required insurance.
MTA
Licensee
Initials