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AGREEMENT FILE NO. ____________
LICENSE AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA,
WHITTAKER CORPORATION AND EHS SUPPORT, LLC
FOR USE OF CITY’S PROPERTIES LOCATED AT
22122 SOLEDAD CANYON ROAD, SANTA CLARITA, CALIFORNIA 91350 (APN: 2836-067-902),
VACANT PARCEL #1 (APN: 2811-067-905),
VACANT PARCEL #2 (APN: 2811-065-906),
VACANT PARCEL #3 (APN: 2866-007-907),
and ALTA MADERA DRIVE
THIS LICENSE (this “License”) is entered into this ______day of _______________2025, by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city (“CITY”) and Whittaker Corporation , a Delaware Corporation (“Whittaker”), and EHS Support, LLC, a Limited Liability Company organized under the laws of Pennsylvania (“EHS Support”) (collectively, “LICENSEE”). The Parties agree as follows:
1. LICENSE; DESCRIPTION OF PROPERT IES. CITY licenses LICENSEE to use, on the terms and conditions in this License, a portion of the real properties located within the CITY’s properties described as follows:
• 22122 Soledad Canyon Road, Santa Clarita, California, 91350, as depicted in attached Exhibit “A,” which is incorporated by reference (APN: 2836-067-902) (the “Soledad Canyon Road Property”).
• Vacant Parcel #1 , as depicted in attached Exhibit “B,” which is incorporated by reference (APN 2811-067-905) (the “905 Property”).
• Vacant Parcel # 2, as depicted in attached Exhibit “C,” which is incorporated by reference (APN 2811-065-906) (the “906 Property”).
• Vacant Parcel #3 , as depicted in attached Exhibit “D,” which is incorporated by reference (APN 2866-007-907) (the “907 Property”).
• Alta Madera Drive, as depicted on the site plan in attached Exhibit “E,” which is incorporated by reference (the “Alta Madera Drive Property”).
The Soledad Canyon Road Property, the 905 Property , the 906 Property , the 907 Property, and the Alta Madera Drive Property are collectively referred to as the “Properties” and singularly as “Property.”
CITY and LICENSEE previously entered into a License Agreement between CITY, LICENSEE and EHS Support, LLC dated September 13, 2024, regarding use of the Soledad Canyon Road Property, which term expires on September 13, 2025 (the “Soledad Canyon Road License Agreement”). CITY and LICENSEE previously entered into that certain License Agreement between CITY, LICENSEE and EHS Support, LLC dated January 10, 2025, regarding use of the 905 Property and the 906 Property, which term expires on January 10, 2026 (the “905 and 906 Property License Agreement”). The City of Santa Clarita
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purpose of this License Agreement as it affects the Soledad Canyon Road Property, the 905 Property and the 906 Property is to maintain LICENSEE’S use of the Soledad Canyon Road Property, the 905 Property and the 906 Property in accordance with the terms and conditions of this License. This License prevails if there is any inconsistency with the terms of the Soledad Canyon Road License Agreement or the 905 and 906 Property License Agreement.
This License is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter onto the Properties solely for the installation, maintenance, repair, decommissioning, and replacement of groundwater monitoring wells and to conduct groundwater monitoring and investigation activities, including the collection of groundwater samples (collectively, the “Project”).
2. USE OF PROPERTIES.
A. LICENSEE, EHS Support and/or its employees, agents, consultants and subcontractors may enter the Properties for the purpose of conducting the Work as summarized below and to the extent not commenced or completed on the Soledad Canyon Road Property, the 905 Property and the 906 Property pursuant to the Soledad Canyon Road License Agreement or the 905 and 906 Property License Agreement, for the 907 Property and the Alta Madera Drive Property:
Groundwater Well Installation:
• Before EHS Support may commence any activity at the 12 monitoring well locations (Exhibits A through E), it must obtain all necessary approvals from regulatory agencies including, without limitation, well permits, encroachment permits, and traffic control plans, as required by applicable law.
• The proposed monitoring wells must be marked at the surface using spray paint and Underground Service Alert (USA) of Southern California will be contacted to request utility locating at each borehole location.
• A geophysical survey company must screen each location for potential utilities. The identified utilities must be marked using spray paint at the ground surface.
• Before commencing any ground disturbance on or adjacent to roads, a traffic control company must secure the work areas.
• A qualified drilling company will air-knife to pre-clear locations to a minimum depth of 5-feet before beginning drilling operations.
City of Santa Clarita
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• A qualified drilling company will conduct the monitoring well installation and well development work as supervised by LICENSEE’s qualified representative.
• A security company must be contracted for overnight security at each Property while the Property is actively occupied.
• A flush-mounted heavy-duty, traffic-rated, surface completion assembly with a water-tight, locking well casing cap will be installed at the surface of monitoring wells located in the right-of-way.
• The newly installed monitoring wells will be surveyed by a California- licensed surveyor.
• Designated area(s) for the temporary and/or overnight storage of LICENSEE drilling and sampling equipment, vehicles, and work trucks will be established within the proposed area at each Property as shown on Exhibits A through E.
• The Work will be performed under and at the direction of a California Professional Geologist (CA PG).
Groundwater Monitoring and Investigation:
• Conduct routine quarterly, semi-annual, or annual groundwater level measurements and/or collection of groundwater samples for VOC, perchlorate, or other required analytes wells to be located on the Properties.
• Install future wells for monitoring additional vertical layers, or conduct maintenance, repair, decommissioning, and replacement of wells at the Properties as deemed appropriate and required by a regulatory agency.
Waste Derived from Work Activities:
• Wastes derived from conducting the Work may be temporarily stored within the proposed area at each Property identified on Exhibits A through E before disposal off-site of the Properties under state and federal requirements.
• LICENSEE must be identified as the generator for all construction debris/materials/water/excess soil and is responsible for proper identification (including sampling and analysis) and management of all construction and contaminated debris/materials/water/excess soil that are removed from the Properties.
City of Santa Clarita
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• LICENSEE must be named as the generator on all waste manifests and shipping papers.
• LICENSEE must exercise the privileges granted pursuant to this License between the hours of 6 a.m. to 6 p.m., Monday through Friday during the term of this Agreement. LICENSEE will coordinate with CITY for any work required outside of the noted times above.
B. CITY may change, amend, or terminate LICENSEE’S use of the Properties at any time, and in its sole discretion verbally or in writing.
3. CONSIDERATION.
A. As partial consideration, LICENSEE agrees to perform the Work listed in Section 2.A, above;
B. As additional consideration, LICENSEE and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, LICENSEE and CITY agree to abide by the terms and conditions contained in the Agreement.
D. As additional consideration, CITY agrees to issue the license to LICENSEE as set forth above.
4. TERM. Except as otherwise provided, the term of this License is for 10 years, with two options to extend for an additional 10 year consecutive term each. The City Manager may approve exercising the options without additional City Council authority. After both options are exercised, the City Council must approve any extension.
5. TERMINATION.
A. CITY may terminate this Agreement after 120 days prior written notice if LICENSEE breaches any terms and conditions set forth herein.
B. LICENSEE may terminate this Agreement at any time in writing at least 30 days before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
6. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to the Properties, or any part thereof, without CITY’s prior written consent.
City of Santa Clarita
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7. SIGNS. LICENSEE will not place any sign upon the Properties without CITY’s prior written consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
8. ASSIGNMENT. LICENSEE may assign this License upon CITY’S prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
9. INDEPENDENT CONTRACTOR. CITY and LICENSEE agree that LICENSEE will act as an independent contractor and will have control of all work and the manner in which it is performed. LICENSEE will be free to contract for similar service to be performed for other employers while under contract with CITY. LICENSEE is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct LICENSEE as to the details of doing the work or to exercise a measure of control over the work means that LICENSEE will follow the direction of the CITY as to end results of the work only.
10. AUDIT OF RECORDS. LICENSEE will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript there from, and to inspect all program data, documents, proceedings and activities. LICENSEE will retain such financial and program service records for at least three years after termination under this Agreement.
11. INDEMNIFICATION. WHITTAKER agrees to the following:
A. WHITTAKER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorneys’ fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from LICENSEE’s removal, remediation, response or other plan concerning any Hazardous Waste resulting in the release of any hazardous substance into the environment. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, WHITTAKER will defend CITY (at CITY’s request and with counsel satisfactory to C ITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. The foregoing indemnity is intended to operate as an agreement pursuant to 42 USC § 9607(e) (the Comprehensive Environmental Response, Compensation and Liability Act; “CERCLA”) and Health & Safety Code § 25364 to defend, protect, hold harmless, and indemnify CITY from all forms of liability under CERCLA, or other applicable law, for any and all matters addressed in this Agreement.
C. As used throughout this Agreement, “Hazardous Waste,” “HW,” or “Waste” City of Santa Clarita
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means any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, local law or regulation or which, even if not so regulated, may or could pose a hazard to public health and safety, including, without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as “hazardous substances” or “toxic substances” or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (Gov’t. Code §§ 66700 , et seq .); the Comprehensive Environmental Response, Compensation, and Liability Act (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.); Health & Safety Code §§ 25117 or 25316, including the regulations promulgated thereto ( see 22 Cal. Code of Regs. § 66261.3); any substances or mixture regulated under the Toxic Substance Control Act of 1976 (15 U.S.C. §§ 2601 , et seq.); any “toxic pollutant” under the Clean Water Act (33 U.S.C. §§ 1251 , et seq.); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. §§ 7901, et seq.).
D. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and volunteers.
E. WHITTAKER expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
F. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
12. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, EHS SUPPORT and/or its subcontractors will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $9,000,000 (including umbrella) Workers’ compensation Statutory requirement
B. Commercial general liability insurance will include, without limitation , coverage for Bodily Injury, Property Damage, Personal Injury, Broad Form Property Damage including Completed Operations coverage and Products, City of Santa Clarita
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and Completed Operations coverage. The amount of insurance set forth above cannot be less than $1,000,000 per occurrence. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon 30 days prior written notice to CITY.
C. EHS SUPPORT or its subcontractors must maintain Umbrella/Excess Liability insurance with a limit not less than $8,000,000, and such a policy isin addition to the required Commercial General Liability coverage. In the event of exhaustion of the underlying coverage due to payment of claims, the Umbrella/Excess Liability policy must “drop down” to apply as primary insurance.
D. EHS SUPPORT or its subcontractors will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M.
Best Company Rating equivalent to at least a Rating of “A -.” EHS SUPPORT’S existing coverages referenced in Exhibit “F,” attached hereto, shall be deemed to satisfy the requirements of this Paragraph 13.
13. COMPLIANCE WITH LAW . LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Properties and will faithfully observe in the use of the Properties all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of the Properties will be conclusive of that fact as between CITY and LICENSEE.
14. RELOCATION BENEFITS. LICENSEE acknowledges that it was informed that CITY is a public entity and that the Properties were previously acquired by CITY for a public purpose. LICENSEE further acknowledge that any rights acquired under this Agreement arose after the date of acqui sition of the Properties and that said rights are subject to termination when the Properties are needed by CITY. LICENSEE acknowledges that at the time of said termination of this License by CITY, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
City of Santa Clarita
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16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
17. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon the Properties for all lawful acts.
18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insol vency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
19. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to LICENSEE:
If to CITY:
Attention: Tasha N. Miracle Attention: Amber T. Rodriguez Whittaker Corporation (Acquired by Parker
Hannifin Corporation in 2022)
City of Santa Clarita
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
216-896-2551
740-801-0394
661-284-1414
[email protected]
With copies to:
Anayeli Picasso, EHS Support, LLC
619-846-1622
[email protected]
and
Cassie Johnson
608-558-6795
[email protected]
[email protected]
With a copy to:
Joseph M. Montes, City Attorney
Burke, Williams & Sorensen, LLP
444 South Flower Street, Ste.
2400
Los Angeles, CA 90071
[email protected]
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the tim e of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
20. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute City of Santa Clarita
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one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
21. GOVERNING LAW . This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
22. ENTIRE AGREEMENT . This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting the Properties, the use of the Properties by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting the Properties or their licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
24. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’s City Manager, or designee, may execute this License and any of its amendment on CITY’s behalf pursuant to Administrative Policy No.
II-38 (eff. June 26, 2018).
25. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
IN WITNESS WHEREOF , the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF SANTA CLARITA Whittaker Corporation
___________________________ ____________________________ Ken Striplin, City Manager Tasha N. Miracle, Assistant General Counsel
Parker Hannifin (Acquired Whittaker
in 2022)
City of Santa Clarita
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EHS Support, LLC
____________________________
Nigel Goulding
Chief Technical Officer, Co-Managing Partner
ATTEST:
___________________________
Mary Cusick, City Clerk
APPROVED AS TO FORM:
JOSEPH M. MONTES, City Attorney
By: _________________________________
Karl H. Berger, Assistant City Attorney
ATTACHMENTS:
Exhibit A: The Soledad Canyon Road Property
Exhibit B: The 905 Property
Exhibit C: The 906 Property
Exhibit D: The 907 Property
Exhibit E: The Alta Madera Drive Property
Exhibit F: EHS Support, LLC Certificate of Liability Insurance (Certificate No.
W3467817) and Endorsements