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HomeMy WebLinkAboutItem FC+,Of SEA(eF9s� AGENDA STAFF REPORT \ Cq<IFORN�P�, DATE: May 22, 2017 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, Director of Public Works SUBJECT: EDISON PARK LICENSE AGREEMENTS: SEAL BEACH BICYCLE PATH AND EDISON PARK SUMMARY OF REQUEST: That the City Council adopt Resolution No. 6734 authorizing the City Manager to execute the license agreements with Southern California Edison (SCE) for the use of the Seal Beach Bicycle Path and Edison Park. BACKGROUND AND ANALYSIS: During the 1970s the City of Seal Beach obtained a license agreement from SCE for: • The construction of a bike path, which connects North Gate Road at Leisure World to the regional bike trail along the San Gabriel River. This bike path provides a recreational link to the San Gabriel River Trail, which in turn provides access to the beach and inland communities. • The use of Edison Park located in College Park West on College Park Drive. The park is used as a recreation area for all residents and consists of a softball field, community garden, tot lot, basketball court and picnic tables. The City most recently approved agreements with SCE in July 2012 for the use of both facilities. The new agreement has annual cost escalators of 3 %. The new agreement also identifies new clearance needs identified by SCE due to changes in equipment used to service facilities. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. Agenda Item F LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: All costs associated with this item are included in the current budget and will be included in all future budgets accordingly. A license fee of $566.50 is required for the bike path, to be paid July is` of the first year of the agreement from the Air Quality Management Fund (account number 012 - 700 - 44000). A license fee of $2,060 is required to extend the term of the Edison Park agreement, to be paid September 1st of the first year of the agreement from the General Fund (account number 001 - 049 - 44000). A 3% increase will be applied each year during the term of each agreement which will be accounted for in future budgets. RECOMMENDATION: That the City Council adopt Resolution No. 6734 authorizing the City Manager to execute the license agreements with Southern California Edison (SCE) for the use of the Seal Beach Bicycle Path and Edison Park. SUBMITTED BY: NOTED AND APPROVED: t'1'1 Steve My er ! . Ingram, City 'a ager Director of Public Works Prepared by: Tim Kelsey, Recreation Manager Attachments: A. License Agreement — Edison Park B. License Agreement — Bike Path C. Resolution No. 6734 Page 2 "Attachment A" SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) CITY OF SEAL BEACH L I C E N S E A G R E E M E N T INDEX OF ARTICLES 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5. LICENSOR'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES 9. ACCESS AND CLEARANCES 10. PARKING 11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT) 12. FLAMMABLES, WASTE AND NUISANCES 13. PESTICIDES AND HERBICIDES 14. HAZARDOUS WASTE 15. SIGNS 16. FENCING AND EXISTING FIXTURES 17. PARKWAYS AND LANDSCAPING 18. IRRIGATION EQUIPMENT 19. UNDERGROUND TANKS 20. UNDERGROUND FACILITIES 21. UTILITIES 22. TAXES, ASSESSMENTS AND LIENS 23. EXPENSE 24. ASSIGNMENTS 25. COMPLIANCE WITH LAW 26. GOVERNING LAW 27. INDEMNIFICATION 28. TERMINATION 29. EVENTS OF DEFAULT 30. REMEDIES 31. LICENSEE'S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION 32. LIMITATION OF LIABILITY 33. NON - POSSESSORY INTEREST 34. WAIVER 35. AUTHORITY 36. ELECTRIC AND MAGNETIC FIELDS 1- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. THIS AGREEMENT organized under the laws of 1 called "Licensee "; Contract No. 9.5337 (Formerly Contract No. L2010) LICENSE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation ie State of California, called "Licensor ", and CITY OF SEAL BEACH, WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth, hereinafter designated as 'Property" on the Exhibit "A" attached hereto and made a part hereof, being a portion of Assessor's Parcel Number 086 - 011 -51, situated in the City of Seal Beach, County of Orange, State of California, subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether or not of record. Acknowledgment of License and Disclaimer ofTenancy Licensee acknowledges and agrees that the License constitutes a limited, revocable, non - possessory, personal and non - assignable privilege to use the Property solely for those permitted uses and activities expressly identified in the Agreement (the "License Privilege "). Licensee further acknowledges and agrees that: • The consideration paid by Licensee pursuant to Article 3 of the Agreement is consistent with the value of the rights comprising the License Privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest (such as a lease) in the Property or similarly situated parcels. • Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or leasehold in relation to the Property. • The Agreement and /or any prior and /or future acts or omissions of Licensor shall not create (or be construed as creating) a leasehold, tenancy or any other interest in the Property. • Licensor may terminate the License and revoke the License Privilege at any time, subject, if applicable, to a notice period agreed upon by the parties, as more particularly set forth in the Agreement. • In. consideration of Licensor's grant of the License, Licensee specifically and expressly waives, releases and relinquishes any and all right(s) to assert any claim of right, privilege or interest in the Property other than the License. • Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Licensor would not enter into the Agreement. -3- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) 37. INDUCED VOLTAGES 38. NOTICES 39. RECORDING 40. COMPLETE AGREEMENT 41. SIGNATURE AUTHORITY 42. SURVIVAL APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS ADDENDUM(S) PARKING PARK USE TREES AND LANDSCAPING -2- Rev8 2016 -05 -11 GS - JH Initial ( )/( ) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) 1. Use: Licensee will use the Property for park and public recreation and community garden purposes only. Licensor makes no representation, covenant, warranty or promise that the Property, and any fixtures thereon, are fit or suitable for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee's use of the property for any other purpose and /or failure to utilize the Property in accordance with this License as determined by the Licensor in its sole discretion will be deemed a material default and grounds for immediate termination of this Agreement in accordance with Articles 28 and /or 30. 2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term of five (5) years commencing on the first day of September, 2017 and ending on the last day of August, 2022. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason. 3. Consideration: Licensee will pay to Licensor the sum of Two Thousand Sixty and 00 /100 Dollars ($2,060.00) upon the execution and delivery of this Agreement with subsequent annual payments. Payment to Licensor must be in the form of a check or money order payable to Southern California Edison Company. No cash payments will be accepted by Licensor. Payment schedule: Term Year Due Yearly Amount Payment Due First Day Of First Year 2017 $2,060.00 September Second Year 2018 $2,121.80 September Third Year 2019 $2,185.45 September Fourth Year 2020 $2,251.02 September Fifth Year 2021 $2,318.55 September All accounts not paid within 30 days of the agreed upon due date will be charged a late fee equal to ten percent (10 %) of the full amount that was due on said date. To the extent a payment is not made within sixty (60) days, Licensor may increase the late fee to twenty percent (20 %) of the full amount due. Licensor shall further be entitled to any other costs associated with collection of the unpaid amounts. All payments subsequent to the initial payment will be paid to the Southern California Edison Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department - Accounts Receivable. insurance: 4. Insurance: During the term of this Agreement, Licensee shall maintain the following (a) Workers' Compensation with statutory limits, under the laws of the State of California and Employer's Liability with limits of not Iess than $1,000,000.00 each accident, disease /each employee, and disease /policy limit. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, SE Revs 2016 -05 -11 GS - JH Initial (—)/(—) Licensor /Licensee SCE Doc. 145758 Art. Contract No. 9.5337 (Formerly Contract No. L2010) except for any liability resulting from the willful or grossly negligent acts of the Licensor. (b) Commercial General Liability Insurance, including contractual liability and products liability, with limits not less than $2,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional insureds, but only for Licensee's negligent acts or omissions; (ii) contain separation of insureds or cross - liability clause, and (iii) require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. (c) Commercial Automobile Liability insurance with a combined single limit of $1,000,000.00. Such insurance shall cover the use of owned, non -owned and hired vehicles on the Property. (d) Self - Insurance: Licensee may self - insure all of the insurance requirements above if they belong to an approved Secondary Use Category and the self- insurance is maintained under a self - insurance program reasonably satisfactory to Licensor. Park and public recreation and community garden use is an approved Secondary Use Category; Licensee may submit written verification of self- insurance to meet the above insurance requirements. The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement and grounds for immediate termination pursuant to Articles 28 and /or 30. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38 "Notices ", at least ten days prior to the effective date of this Agreement, and thereafter at least ten days prior to each insurance renewal date. Licensee must provide Licensor at least thirty (30) days notice before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the event insurance is canceled for the non - payment of a premium, Licensee must provide to Licensor at least ten (10) days' prior written notice before the effective date of cancellation. The required insurance policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and non - contributory with any insurance or self- insurance maintained by Licensor. 5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and assigns, have the right to enter the Property, at all times, for any purpose, and the right to conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property, structures, and /or crops located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the Property or a portion thereof, and /or any related damages, as a result of Licensor's activities under this Article. 6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee's conceptual plans for proposed improvements shall be developed in accordance with the guidelines contained in the Appendix to this License. It is understood and agreed that the general guidelines contained in the Appendix are intended to provide a framework for the development of conceptual plans only; and that Licensor may modify or add to the -5- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Art. Contract No. 9.5337 (Formerly Contract No. L2010) conditions contained in the Appendix hereto, based on individual site characteristics, Licensor's existing or potential operating needs or Licensee's proposed use(s). Licensee must submit, for Licensor's prior written approval plans for any modifications to such improvements. Written approval may be modified and /or rescinded by Licensor for any reason whatsoever. To the extent Licensor reviews and /or approves any improvement plans, Licensor is doing so only for purposes of determining whether said improvements are compatible with Licensor's use of the Property. Under no circumstances shall such review and /or approval be construed as a warranty, representation, or promise that the Property is fit for the proposed improvements, or that said improvements comply with any applicable city, state, or county building requirements, other legal requirements, or the generally accepted standard of care. At any time, Licensor may require Licensee to modify and /or remove any or all such previously approved improvements at Licensee's risk and expense and without compensation from Licensor. Licensor is not required, at any time, to make any repairs, improvements, alterations, changes or additions of any nature whatsoever to the Propertyand /or any fixtures thereon. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensor's right to terminate in accordance with Articles 28, and /or 30. 7. Licensee's Personal Property: (i) Licensor grants Licensee permission to place Licensee's personal property on the Property consistent with the use identified in Article 1 and other terms of this Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the termination or expiration of this Agreement. All equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the property of Licensee, except as otherwise set forth herein. Licensee shall be responsible for any damage to the Property and /or Licensor's personal property arising out of Licensee's activities on the Property, including its use and /or removal of Licensee's personal property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee's personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to maintain or secure Licensee's personal property at any time. (ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on the Property, for a period longer than twenty -four (24) consecutive hours, any personal property owned by a non -party to this Agreement. Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of action, expenses and /or liability arising from the storage of, damage to, and /or loss of use of such non - party's personal property. 8. Height Limitations and Vertical Clearances: Any equipment used by Licensee or its agents, employees or contractors, on and /or adjacent to the Property, will be used and operated so as to maintain minimum clearances from all overhead electrical conductors as designated in the table below: (this space left intentionally blank) tS� Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) Vehicle/ Equipment Vertical Clearance 500 kV 36 feet 220 kV - 66kV 30 feet <66kV Distribution facilities 25 feet Telecom 18 feet All trees and plants on the Property will be maintained by Licensee at a maximum height of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee's expense, any tree and /or other planting. 9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access to all of Licensor's facilities on the Property and at no time will there be any interference with the free movement of Licensor's equipment, personnel, and materials over the Property. Licensor may require Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen (16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of forty (40) tons on a three -axle vehicle. The minimum width of all roads shall be increased on curves by a distance equal to 400 /inside radius of curvature. All curves shall have a radius of not less than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by Licensor, Licensee will make no use of the area directly underneath Licensor's towers and will maintain the following minimum clearances: a, A 50- foot - radius around suspension tower legs, H- Frames and poles and 100 -foot radius around dead -end tower legs, H- Frames and poles. b. A 25- foot - radius around all other poles. NOTE: Additional clearance may be required by Licensor for structures. 10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in a writing executed by Licensor. 11. Weeds Brush, Rubbish and Debris (Weed Abatement): Licensee will keep the Property clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor. 12. Flammables, Waste and Nuisances: Unless permitted by Licensor in writing, Licensee will not, or allows others, to place, use, or store any flammable or combustible materials or waste materials on the Property or commit any waste or damage to the Property or allow any to be done. Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances. Licensee will not permit dogs on the Property. 13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides, herbicides and any other toxic substances declared to be either a health or environmental hazard, and all materials contaminated by such substances, including but not limited to, containers, clothing and equipment, in the manner prescribed by law. -7- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) 14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and /or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from all claims, loss, damage, actions, causes of action, expenses and /or liability arising from leaks of, spills of, and /or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during and after the Agreement term, and are attributable to the actions of, or failure to act by, Licensee or any person claiming under Licensee. 15. Signs: Licensee must obtain written approval from Licensor prior to the construction or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three (3) days from the date on which the Licensee learns of the graffiti remove any signs containing graffiti or shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor. Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product, service, or good which is (i) not directly related to Licensee's use of the Property, (ii) offensive to the public, or (iii) which Licensor, in its reasonable discretion, deems objectionable. 16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied warranties for any fencing and /or other fixtures affixed to the Property, and further disclaims any liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior written approval from Licensor. Such fencing will include double drive gates, in locations specified by Licensor, a minimum of twenty (20) feet in width, and designed to accommodate separate Licensor and Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property, including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and submitted to Licensor. 17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor. 18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the commencement of this Agreement, including but not limited to pipelines, well pumping equipment and other structures, is the property of Licensor and will remain on and be surrendered with the Property upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense. 19. Underground and Above - Ground Tanks: Licensee will not install underground or above - ground storage tanks, as defined by any and all applicable laws or regulations, without Licensor's prior written approval. 20. Underground Facilities: Any underground facilities must be approved by Licensor pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies and /or procedures of Dig Alert, prior to any underground installation. Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load of forty (40) tons on a three - axle vehicle. Licensee will compact any earth excavated to a compaction of ninety percent (90 %). M Revs 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doe. 145758 All, Contract No. 9.5337 (Formerly Contract No. L2010) Licensee will relocate its facilities at its own expense so as not to interfere with Licensor's proposed facilities. 21. Utilities: Licensee will pay all charges and assessments for, or in connection with, water, electric current or other utilities which may be furnished to or used on the Property. 22. Taxes, Assessments and Liens: Licensee will pay all taxes and assessments which may be levied upon any crops, personal property, and improvements, including but not limited to, buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens, including but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person claiming under Licensee. If Licensee fails to pay the above - mentioned taxes, assessments or liens when due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within thirty (30) days of the agreed upon due date will be charged a "late fee" on all amounts outstanding up to the maximum rate allowed by law. 23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement. All matters or things required by Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters or things. 24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. 25. Compliance with Law: Licensee will comply with all applicable federal, state, county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and /or liability arising from or resulting from any violation of this provision. 26. Governing Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions will be determined in accordance with the laws of the State of California. 27. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and /or liability arising from or growing out of loss or damage to property, including that of Licensor, or injury to or death of persons, including employees of Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee. 28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation (indemnity or otherwise) which Licensee may have incurred. Upon termination, Licensor 0 Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145755 Att. Contract No. 9.5337 (Formerly Contract No. L2010) may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. Licensee's continued presence after termination shall be deemed a trespass. In the event of a termination for any reason other than non - payment of the License fee, Licensor shall refund any previously collected /pre -paid License fees covering the unused portion of the remaining term, to the extent such fees exceed any offset claimed by Licensor under the Agreement 29. Events of Default: In addition to material defaults otherwise described herein, the occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee: (a) Any failure by Licensee to pay the consideration due under Article 3, or to make any other payment required to be made by Licensee when due. (b) The abandonment or vacating of the Property by Licensee. (c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 24. (d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency for Licensee's activities under this Agreement. (e) Any attempt to exclude Licensor from the licensed premises. (i) The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder where possession is not restored to Licensee within five (5) days; the attachment, execution or other judicial seizure of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder, where such seizure is not discharged within five (5) days. (g) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in "clause f' of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof. (h) Any claim by Licensee that it has a possessory interest and /or irrevocable license in the Property. (i) With respect to items not otherwise listed in Article 29.a -h, the failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee. Licensor shall provide written notice of such failure and Licensee shall be considered in material default where such failure continues for a total of ten (10) or more consecutive days from the date of the notice. Further, with respect to items not otherwise listed in Article 29.a -h, Licensee shall be considered in material default should Licensee fail to observe or perform any other provision of this Agreement for more than fifteen (15) days during the entire Term of the Agreement in the aggregate, after Licensor provides an initial written notice of such failure. After providing initial -10- Rev8 2016 -05 -11 CS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) notice under this provision, Licensor will not be required to provide any subsequent notice of breach of this Agreement. 30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any material default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee hereunder by giving written notice of such immediate termination to Licensee. 31. Licensee's Personal Property Upon Termination or Expiration: In the event that this Agreement is terminated, whether termination is effected pursuant to Article 28 and /or 30, or in the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee's sole cost and expense and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition it was in prior to the Licensee's use of the Property, in a manner satisfactory to Licensor. If Licensee fails or refuses to remove any of Licensee's personal property, building(s), fixture(s) or structure(s) from the Property prior to the earlier of the termination date or expiration date, said personal property, building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with no further notice to Licensee. Licensor shall not be required to seek and /or obtain judicial relief (including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible for the value of Licensee's personal property. Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to (i) the removal, disposal or sale of Licensee's personal property, building(s), fixture(s) or structure(s), (ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies and environmental remediation and /or cleanup attributable to Licensee's use of the Property, and (iv) the restoration of the Property to the condition it was in prior to Licensor's initial use of the Property. Licensee agrees to pay such expenses to Licensor upon demand. 32. Limitation of Liability: IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3, WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR, LICENSEE AGREES TO LIMIT LICENSOR'S LIABILITY PURSUANT TO THIS AGREEMENT. AS SUCH, IF LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR'S NEGLIGENCE, INCLUDING GROSS NEGLIGENCE, FOR DAMAGE OR DESTRUCTION OF LICENSEE'S PERSONAL PROPERTY, BUILDINGISI, STRUCTUREIS) OR FIXTUREIS) AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT. FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR DAMAGE TO LICENSEE'S BUSINESS, IF ANY, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE, HOWEVER OCCURRING, RELATED TO THIS AGREEMENT. 11- Rev8 2016 -05 -11 GS - JH Initial ( W-) Licensor /Licensee SCE Doc. 145758 Art. Contract No. 9.5337 (Formerly Contract No. L2010) 33. Non - Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any possessory interest, whether temporary, permanent, or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest and Licensee will not claim that it has or ever had an irrevocable license in the Property. 34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally or by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed by Licensor. No waiver by Licensor of any provision shall be deemed a waiver of any other provision or of any subsequent breach by Licensee of the same or any other provision. Licensor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Licensor's consent to or approval of any subsequent act by Licensee. Licensor's acceptance of payment after providing notice of termination to Licensee shall not constitute a waiver of Licensor's termination of the Agreement. 35. Authority: This Agreement is executed subject to General Order No. 69 -C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this reference. As set forth in General Order 69 -C, this License is made conditional upon the right of the Licensor either on order of the Public Utilities Commission or on Grantor's own motion to resume the use of that property (including, but not limited to the removal of any obstructions) whenever, in the interest of Licensor's service to its patrons or consumers, it shall appear necessary or desirable to do so. Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should not be construed as a subordination of Licensor's rights, title and interest in and to its fee ownership, nor should this Agreement be construed as a waiver of any of the provisions contained in said License or a waiver of any costs of relocation of affected Licensor facilities. 36. Electric and Magnetic Fields ( "EMF "): There are numerous sources of power frequency electric and magnetic field ( "EMF "), including household or building wiring, electrical appliances and electric power transmission and distribution facilities. There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long -term exposures to EMF and certain diseases is based on this scientific research and public concerns. While some 40 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about diseases have been successfully resolved due to an aggressive international research program. However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected. Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the property under this agreement, the information available about EMF. Accordingly, Licensor has attached to this document a brochure that explains some basic facts about EMF and that describes Licensor policy on EMF. Licensor also encourages Licensee to obtain other information as needed to assist in understanding the EMF regarding the planned use of this property. 37. Induced Voltages: Licensee hereby acknowledges that any structures (including, but not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed -12- Rev8 2016 -05 -11 GS - JH Initial ( W-) Licensor /Licensee SCE Doc. 145758 Art. Contract No. 9.5337 (Formerly Contract No. L2010) herein, (hereinafter, the "Structures ") in close proximity to one or more high voltage (66 kilovolt or above) electric transmission lines and /or substation facilities may be susceptible to induced voltages, static voltages and /or related electric fault conditions (hereinafter collectively referred to as "Induced Voltages ") unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated, Induced Voltages can cause a variety of safety and /or nuisance conditions including, but not limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities connected to the Structures (including, but not limited to, natural gas lines, water lines or cable television lines), or interference with or damage to sensitive electronic equipment in or around the Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of factors such as electric facility configuration and voltage, other utilities involved, or sensitivity of electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation measures should be undertaken regarding the Structures and to implement such mitigation measures at its sole cost and expense. Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective officers and employees against all claims, loss, damage, actions, causes of action, expenses and /or liability arising from or growing out of loss or damage to property, including Licensor's own personal property, or injury to or death of persons, including employees of Licensor caused by or resulting from or connected to Induced Voltages on or related to the Structures. 38. Notices: All notices required to be given by either party will be made in writing and deposited in the United States mail, first class, postage prepaid, addressed as follows: To Licensor: Southern California Edison Company Real Properties Department Land Management — Metro Region 2 Innovation Way Pomona, CA 91768 To Licensee: City of Seal Beach 211 Eight Street Seal Beach, CA 90740 Business Telephone No. (562) 431 -2527 Notice will be deemed effective on the third calendar day after mailing. A party will immediately notify the other party in writing of any address change. 39. Recording: Licensee will not record this Agreement. 40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any way by any previous written or oral agreements or any subsequent oral agreements or unsigned written agreements. This Agreement may be modified or amended only by way of a writing executed by both parties. 13- Rev8 2016 -05 -11 GS - JH Initial (—)/(—) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) 41. Signature Authority: Each of the persons executing this Agreement warrants and represents that he or she has the full and complete authority to enter into this Agreement on behalf of the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms contained herein. 42. Survival: Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate. SOUTHERN CALIFORNIA EDISON COMPANY LICENSOR Date CHERI MCELROY Land Services Agent Land Management - Metro Region Real Properties Department CITY OF SEAL BEACH Date Print Name: -14- Rev8 2016 -05 -11 GS - JH LICENSEE Initial (-)/(-) Licensor/ Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) APPENDIX Guidelines for Standard Licensee Improvements The following criteria are provided to aid in developing a conceptual plot plan to be submitted to Southern California Edison Company herein after referred to as "Licensor" for consideration and approval prior to the start of any construction on "Licensor" proyert u. Plans should be developed indicating the size and location of all planned improvements. The plan should specify the dimensions of all planned improvements and the distance of all planned improvements from property lines and all adjacent "Licensor" towers, poles, guy wires or other "Licensor" facilities. The plan must show the locations of all "Licensor" towers and poles, 16 -foot wide access roads, main water lines and water shut -off valves, electrical service lines and parking areas. All plans must indicate adjacent streets and include a "north arrow" and the Licensee's name. SHADE STRUCTURES (Definition: A non-flammable frame covered on the top with a material designed to provide shade to aid in growing plants) 1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations, should be placed perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shade structures will not be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius around dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors /guy wires, poles and wood poles 3. Shade structures must utilize the following design: a. Temporary/ slip joint construction only b. Non - flammable frame only c. Adequately grounded by a licensed electrical engineer d. Shade covering must be non - flammable and manufactured with non - hydrocarbon materials. - 1 - 2014.12.01 Vll -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145755 Att. Contract No. 9.5337 (Formerly Contract No. L2010) SHADEHOUSES /HOTHOUSES (Definition: A simple, nonflammable, enclosed structure designed to control temperature without the benefit of heating and /or air conditioning units to aid in propagating and /or growing plants) 1. Shadehouses /hothouses must maintain minimum spacing of 50 feet between shadehouse /hothouse locations, should be placed in perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shadehouses /hothouses will not be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius around dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors/ guy wires, poles and wood poles 3. Shadehouses /hothouses must utilize the following design: a. Temporary/ slip joint construction only b. Non - flammable frame only c. Adequately grounded by a licensed electrical engineer d. Covering must be non - flammable and manufactured with non - hydrocarbon materials GREENHOUSES (Definition: An enclosed structure designed to control temperature and /or humidity by the use of heating and /or air conditioning units to aid in propagating and /or growing plants) Greenhouses will be considered on a case -by -case basis. IRRIGATION SYSTEMS / WELLS 1. Maximum diameter of pipe: 3 inches 2. All pipe must be plastic Schedule 40 or better 3. No irrigation system will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles - 2 - 2014.12.01 V11 -GS -JH Initial ( )/( ) Licensor/ Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) c. 100 -foot radius around dead -end tower legs, H- Frames and poles 4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way 5. Suitable identification markers will be required on main controllers and valves 6. Locations of main shut off valve will be provided and shown on a plot plan 7. Underground facilities must have a minimum cover of three feet 8. Earth disturbed must be compacted to ninety percent (90 %) LANDSCAPING I. No trees will be permitted under the overhead electrical conductors or within 20 feet of the "drip line" of the conductors 2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height of only 40 feet and must be maintained by the Licensee at a height not to exceed 15 feet 3. Placement of large rocks (boulders) must be approved in writing by Licensor 4. Any mounds or change of grade must be approved in writing by Licensor 5. No cactus or thorny shrubs will be permitted 6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in writing by Licensor TRAILERS (Definition: Removable / portable office modules are not permitted without Licensor's prior permission. Trailers must meet the following criteria to be considered: Trailers must meet the following criteria: a. Must have axles and wheel and be able to be moved b. Maximum length: 40 feet c. Maximum height: 15 feet d. Maximum width: 12 feet 2. No trailers will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius around dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors /guy wires, poles and wood poles e. Under or within 10 feet of the conductor "drip lines" 3- 2014.12.01 V11 -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) 3. Sewer or gas lines to trailers must be approved in writing by Licensor 4. Location of all electrical and telephone lines must be approved in writing by Licensor 5. Electrical lines must be installed by a licensed - general contractor. 6. Trailers shall not be used for residential purposes 7. Toxic or flammable materials will not be permitted in trailers 8. Adequately grounded by a licensed - general contractor PARKING AREAS Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the "drip lines" without Licensor's prior written approval. Parking spaces to be identified under the approved site plan. "No Parking" striping may be required in areas where additional clearance is required. MATERIAL STORAGE 1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to provide Licensor clear access to its facilities. 2. Licensee must provide Licensor with a list of material stored on the right of way 3. No toxic or flammable materials will be permitted 4. No materials shall be stored within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 - foot radius around suspension tower legs, H- Frames and poles c. 100 - foot radius around dead -end tower legs, H- Frames and poles d. 25 feet from anchors/ guy wires, poles and wood poles 5. Storage of materials not to exceed a maximum height of 15 feet 6. No storage of gasoline, diesel or any other type of fuel will be permitted 7. Any fencing around the storage areas must have Licensor's prior written approval. -4- 2014.12.01 Vll -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. ADDENDUM PARKING Contract No. 9.5337 (Formerly Contract No. L2010) A. Vehicles parked on the Property are limited to those owned by Licensee and its employees, invitees, customers and visitors. Licensee will not allow the storage, repairing or refueling of any vehicles on the property. B. Licensor only allows overflow parking. No portion of the Property will be used to satisfy the minimum parking requirements of any government agency. C. Licensee must obtain prior written approval from Licensor for any vehicle parking improvements and /or subsequent modification. Licensee will maintain parking improvements at all times in a safe condition satisfactory to Licensor. D. At any time, Licensor may require removal, modification, or relocation of any portion of the parking improvements. At Licensee's sole expense, Licensee will remove, modify, or relocate same to a location satisfactory to Licensor, within sixty (60) days after receiving notice to remove, modify, or relocate from Licensor. E. Parking will be permitted in designated areas only. Unless prior written approval is received from Licensor, no parking will be permitted under or within ten (10) feet of the "drip line" of Licensor's overhead electrical conductors. F. All parking spaces and parking improvements are to be identified on a site plan and submitted to Licensor to obtain prior written approval from Licensor. G. Bollards, K- rails, or "No Parking" striping may be required to protect Licensor's structures or in areas where additional clearance is required. H. The Licensee's parking area shall not interfere with the Licensor's minimum access road requirements. -5- 2014.12.01 V11 -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 145758 Att. ADDENDUM PARK USE Contract No. 9.5337 (Formerly Contract No. L2010) A. Licensee must obtain the prior written approval from Licensor for the installation of any improvements, including any subsequent modifications. Licensee will maintain all improvements in a safe condition satisfactory to Licensor. B. At any time, Licensor may require the removal, modification, or relocation of any portion of the improvements. Licensee will remove, modify, or relocate same, at its expense, to a location satisfactory to Licensor within sixty (60) days after receiving notice to remove, modify, or relocate from Licensor. C. Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, that identify all existing and proposed improvements. D. At Licensee's expense, Licensee will post signs at all access points to the Property that read: "No Kite Flying, Model Airplanes, unmanned aerial vehicles (UAV's or Drones), or Metallic Balloons Permitted, High Voltage Wires Overhead." E. At Licensee's expense, Licensee will post signs at all access points of the Property that read: "No Motorcycles, Motorbikes, Horseback Riding or Hunting Permitted." F. At Licensee's expense, Licensee will post signs at all access points of the Property that read: "Dogs are required to be on leash at all times." G. Licensee must close the park at any time Licensor deems it necessary for the safety of the general public or for maintenance of Licensor's facilities. If it is necessary to close the park for a period of more than three days, Licensee will notify the general public of the closure by posting at all access points to the property. H. At Licensee's expense, Licensee will install removable post -type barriers designed to accommodate Licensor's locks, to prevent unauthorized vehicular use or parking, including but not limited to, motorcycles, off -road vehicles, and "all- terrain" vehicles. I. Trespass discouragers shall be installed on Licensor's towers. The discourager installation will be performed by Licensor. Licensee shall pay Licensor in advance, for all Licensor's direct and indirect costs associated with the engineering, purchase, and installation of the discouragers. All towers shall be equipped with signs so worded as to warn the public of the danger of climbing the towers. Such signs shall be placed and arranged so that they may be read from the four corners of the structure. Such signs shall be neither less than 8 feet nor more than 20 feet above the ground except where the lowest horizontal member of the tower or structure is more than 20 feet above the ground in which case the sign shall be not more than 30 feet above the ground. J. Licensee must design and construct all walkways, underground sprinkler systems, lighting facilities, and drains to be capable of withstanding a gross load of forty (40) tons on a three - axle vehicle. MM. 2014.12.01 VII -GS -JH Initial Licensor /Licensee SCE Doc. 145758 Att. Contract No. 9.5337 (Formerly Contract No. L2010) ADDENDUM TREES /LANDSCAPING A. Existing landscaping improvements (trees, plants, and shrubs) have been inspected and approved by Licensor. This written approval may be modified and /or rescinded by Licensor for any reason whatsoever. B. At any time, Licensor may require Licensee to modify and /or remove any or all such previously approved improvements at Licensee's risk and expense and without any compensation from Licensor. C. Licensee agrees and accepts full responsibility for the maintenance and /or removal of all trees, plants, and shrubs (vegetation) located on the property. All costs associated with the maintenance and /or removal of trees/ vegetation will be the sole burden of Licensee. D. Periodically, the Property will be inspected by Licensor, and upon determination that any tree /vegetation requires trimming or removal, Licensee will be notified by Licensor. Failure by Licensee to trim or remove said tree /vegetation in the time allotted, that results in Licensor's contractor performing the work, Licensee will be billed by Licensor for the contractor's expense; and Licensee may be subject to termination under the terms and conditions of the Permit or License. E. Trees /vegetation must be slow growing and maintained by Licensee to not exceed fifteen (15) feet in height. F. Failure by Licensee to maintain all permit or license clearance requirements will require removal at Licensee's expense. G. Unless authorized in writing by Licensor, Licensee agrees not to plant any additional trees, plants, or shrubs within the Property. If additional authorization is requested by Licensee and prior written authorization is received by Licensor, no tree or plant species that is protected by federal or state law shall be planted within Licensor's land and no cactus or thorny shrubs /plants will be permitted. H. Any improvements or alterations, including retaining walls, planters, placement of large rocks, etc. and any mounds or changes of grade, require prior written approval by Licensor. I. Licensee will keep the Property clean, free from weeds, rubbish and debris, and in a condition satisfactory to Licensor. J. Upon permit or license termination, Licensee agrees to remove all trees/ vegetation and improvements and restore the Property to a condition satisfactory to Licensor, at the sole expense of Licensee. -7- 2014.12.01 VI1 -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) CITY OF SEAL BEACH L I C E N S E A G R E E M E N T INDEX OF ARTICLES 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5. LICENSER'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES 9. ACCESS AND CLEARANCES 10. PARKING 11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT) 12. FLAMMABLES, WASTE AND NUISANCES 13. PESTICIDES AND HERBICIDES 14. HAZARDOUS WASTE 15. SIGNS 16. FENCING AND EXISTING FIXTURES 17. PARKWAYS AND LANDSCAPING 18. IRRIGATION EQUIPMENT 19. UNDERGROUND TANKS 20. UNDERGROUND FACILITIES 21. UTILITIES 22. TAXES, ASSESSMENTS AND LIENS 23. EXPENSE 24. ASSIGNMENTS 25. COMPLIANCE WITH LAW 26. GOVERNING LAW 27. INDEMNIFICATION 28. TERMINATION 29. EVENTS OF DEFAULT 30. REMEDIES 31. LICENSEE'S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION 32. LIMITATION OF LIABILITY 33. NON - POSSESSORY INTEREST 34. WAIVER 35. AUTHORITY 36. ELECTRIC AND MAGNETIC FIELDS -1- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 37. INDUCED VOLTAGES 38. NOTICES 39. RECORDING 40. COMPLETE AGREEMENT 41. SIGNATURE AUTHORITY 42. SURVIVAL APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS NON - MOTORIZED BIKING AND HIKING TRAILS -2- Rev8 2016 -05 -11 GS - JH Initial ( W-) Licensor /Licensee SCE Doc. 142999 Att. LICENSE AGREEMENT Contract No. 9.3565 (Formerly Contract No. L2009) THIS AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized under the Laws of the State of California, called "Licensor ", and CITY OF SEAL BEACH, called "Licensee "; WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth, hereinafter designated as "Property" on the Exhibit "A" attached hereto and made a part hereof, being a portion of Assessor's Parcel Numbers 095- 681 -35 and 7237 - 018 -809, situated in the City of Seal Beach, County of Orange, State of California, subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether or not of record. Acknowledgment of License and Disclaimer of Tenancy Licensee acknowledges and agrees that the License constitutes a limited, revocable, non - possessory, personal and non - assignable privilege to use the Property solely for those permitted uses and activities expressly identified in the Agreement (the "License Privilege "). Licensee further acknowledges and agrees that: • The consideration paid by Licensee pursuant to Article 3 of the Agreement is consistent with the value of the rights comprising the License Privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest (such as a lease) in the Property or similarly situated parcels. • Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or leasehold in relation to the Property. • The Agreement and /or any prior and /or future acts or omissions of Licensor shall not create (or be construed as creating) a leasehold, tenancy or any other interest in the Property. • Licensor may terminate the License and revoke the License Privilege at any time, subject, if applicable, to a notice period agreed upon by the parties, as more particularly set forth in the Agreement. • In consideration of Licensor's grant of the License, Licensee specifically and expressly waives, releases and relinquishes any and all right(s) to assert any claim of right, privilege or interest in the Property other than the License. • Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Licensor would not enter into the Agreement. -3- Revs 2016 -05 -11 GS - JH Initial (-)/(-) Licensor/ Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 1. Use: Licensee will use the Property for bicycle and walking path purposes only. Licensor makes no representation, covenant, warranty or promise that the Property, and any fixtures thereon, are fit or suitable for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee's use of the property for any other purpose and /or failure to utilize the Property in accordance with this License as determined by the Licensor in its sole discretion will be deemed a material default and grounds for immediate termination of this Agreement in accordance with Articles 28 and /or 30. 2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term of five (5) years commencing on the first day of July, 2017 and ending on the last day of June, 2022. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason. 3. Consideration: Licensee will pay to Licensor the sum of Five Hundred Sixty Six and 50/ 100 Dollars ($566.50) upon the execution and delivery of this Agreement with subsequent annual payments. Payment to Licensor must be in the form of a check or money order payable to Southern California Edison Company. No cash payments will be accepted by Licensor. Payment schedule: Term Year Due Yearly Amount Payment Due First Day Of First Year 2017 $566.50 July Second Year 2018 $583.50 July Third Year 2019 $601.00 July Fourth Year 2020 $619.03 July Fifth Year 2021 $637.60 July All accounts not paid within 30 days of the agreed upon due date will be charged a late fee equal to ten percent (10 %) of the full amount that was due on said date. To the extent a payment is not made within sixty (60) days, Licensor may increase the late fee to twenty percent (20 %) of the full amount due. Licensor shall further be entitled to any other costs associated with collection of the unpaid amounts. All payments subsequent to the initial payment will be paid to the Southern California Edison Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department — Accounts Receivable. insurance: 4. Insurance: During the term of this Agreement, Licensee shall maintain the following (a) Workers' Compensation with statutory limits, under the laws of the State of California and Employer's Liability with limits of not less than $1,000,000.00 each accident, disease /each employee, and disease /policy limit. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. !S� Rev8 2016 -05 -11 GS - JH Initial (—)/(—) Licensor /Licensee SCE Doc. 142999 Art. Contract No. 9.3565 (Formerly Contract No. L2009) (b) Commercial General Liability Insurance, including contractual liability and products liability, with limits not less than $1,000,000.00 per occurrence and $1,000,000.00 in the aggregate. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional insureds, but only for Licensee's negligent acts or omissions; (ii) be primary for all purposes and (iii) contain separation of insureds or cross - liability clause, and (iv) require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. (c) Commercial Automobile Liability insurance with a combined single limit of $1,000,000.00. Such insurance shall cover the use of owned, non -owned and hired vehicles on the Property. (d) Self - Insurance: Licensee may self- insure all of the insurance requirements above if they belong to an approved Secondary Use Category and the self- insurance is maintained under a self- insurance program reasonably satisfactory to Licensor. Bicycle and walking path use is an approved Secondary Use Category; Licensee may submit written verification of self- insurance to meet the above insurance requirements. The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement and grounds for immediate termination pursuant to Articles 28 and /or 30. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38 "Notices ", at least ten days prior to the effective date of this Agreement, and thereafter at least ten days prior to each insurance renewal date. Licensee must provide Licensor at least thirty (30) days notice before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the event insurance is canceled for the non - payment of a premium, Licensee must provide to Licensor at least ten (10) days' prior written notice before the effective date of cancellation- The required insurance policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and non - contributory with any insurance or self- insurance maintained by Licensor. 5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and assigns, have the right to enter the Property, at all times, for any purpose, and the right to conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property, structures, and /or crops located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the Property or a portion thereof, and /or any related damages, as a result of Licensor's activities under this Article. 6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee's conceptual plans for proposed improvements shall be developed in accordance with the guidelines contained in the Appendix to this License. It is understood and agreed that the general guidelines contained in the Appendix are intended to provide a framework for the development of conceptual plans only; and that Licensor may modify or add to the conditions contained in the Appendix hereto, based on individual site characteristics, Licensor's existing or potential operating needs or Licensee's proposed use(s). Licensee must submit, for Licensor's prior written approval plans for any modifications to such improvements. Written approval may be modified and /or rescinded by Licensor for any reason whatsoever. -5- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) To the extent Licensor reviews and /or approves any improvement plans, Licensor is doing so only for purposes of determining whether said improvements are compatible with Licensor's use of the Property. Under no circumstances shall such review and /or approval be construed as a warranty, representation, or promise that the Property is fit for the proposed improvements, or that said improvements comply with any applicable city, state, or county building requirements, other legal requirements, or the generally accepted standard of care. At any time, Licensor may require Licensee to modify and /or remove any or all such previously approved improvements at Licensee's risk and expense and without compensation from Licensor. Licensor is not required, at any time, to make any repairs, improvements, alterations, changes or additions of any nature whatsoever to the Propertyand /or any fixtures thereon. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensor's right to terminate in accordance with Articles 28, and /or 30. 7. Licensee's Personal Property: (i) Licensor grants Licensee permission to place Licensee's personal property on the Property consistent with the use identified in Article 1 and other terms of this Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the termination or expiration of this Agreement. All equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the property of Licensee, except as otherwise set forth herein. Licensee shall be responsible for any damage to the Property and /or Licensor's personal property arising out of Licensee's activities on the Property, including its use and /or removal of Licensee's personal property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee's personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to maintain or secure Licensee's personal property at any time. (ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on the Property, for a period longer than twenty -four (24) consecutive hours, any personal property owned by a non -party to this Agreement. Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of action, expenses and /or liability arising from the storage of, damage to, and /or loss of use of such non - party's personal property. 8. Height Limitations and Vertical Clearances: Any equipment used by Licensee or its agents, employees or contractors, on and /or adjacent to the Property, will be used and operated so as to maintain minimum clearances from all overhead electrical conductors as designated in the table below: Vehicle/ Equipment Vertical Clearance 500 kV 36 feet 220 kV - 66kV 30 feet <66kV Distribution facilities 25 feet Telecom 18 feet 0 RevS 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) All trees and plants on the Property will be maintained by Licensee at a maximum height of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee's expense, any tree and /or other planting. 9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access to all of Licensor's facilities on the Property and at no time will there be any interference with the free movement of Licensor's equipment, personnel, and materials over the Property. Licensor may require Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen (16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of forty (40) tons on a three -axle vehicle. The minimum width of all roads shall be increased on curves by a distance equal to 400 /inside radius of curvature. All curves shall have a radius of not less than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by Licensor, Licensee will make no use of the area directly underneath Licensor's towers and will maintain the following minimum clearances: a. A 50- foot - radius around suspension tower legs, H- Frames and poles and 100 -foot radius around dead -end tower legs, H- Frames and poles. b. A 25- foot - radius around all other poles. NOTE: Additional clearance may be required by Licensor for structures. 10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in a writing executed by Licensor. 11. Weeds Brush, Rubbish and Debris (Weed Abatement): Licensee will keep the Property clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor. 12. Flammables. Waste and Nuisances: Unless permitted by Licensor in writing, Licensee will not, or allows others, to place, use, or store any flammable or combustible materials or waste materials on the Property or commit any waste or damage to the Property or allow any to be done. Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances. Licensee will not permit dogs on the Property. 13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides, herbicides and any other toxic substances declared to be either a health or environmental hazard, and all materials contaminated by such substances, including but not limited to, containers, clothing and equipment, in the manner prescribed by law. 14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and /or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from all claims, loss, damage, actions, causes of action, expenses and /or liability arising from leaks of, spills of, and /or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during and after the Agreement term, and are attributable to the actions of, or failure to act by, Licensee or any person claiming under Licensee. -7- Rev8 2016 -05 -11 GS - JH Initial Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 15. Signs: Licensee must obtain written approval from Licensor prior to the construction or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three (3) days from the date on which the Licensee learns of the graffiti remove any signs containing graffiti or shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor. Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product, service, or good which is (i) not directly related to Licensee's use of the Property, (ii) offensive to the public, or (iii) which Licensor, in its reasonable discretion, deems objectionable. 16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied warranties for any fencing and /or other fixtures affixed to the Property, and further disclaims any liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior written approval from Licensor. Such fencing will include double drive gates, in locations specified by Licensor, a minimum of twenty (20) feet in width, and designed to accommodate separate Licensor and Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property, including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and submitted to Licensor. 17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor. 18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the commencement of this Agreement, including but not limited to pipelines, well pumping equipment and other structures, is the property of Licensor and will remain on and be surrendered with the Property upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense. 19. Underground and Above- Ground Tanks: Licensee will not install underground or above - ground storage tanks, as defined by any and all applicable laws or regulations, without Licensor's prior written approval. 20. Underground Facilities: Any underground facilities must be approved by Licensor pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies and /or procedures of Dig Alert, prior to any underground installation. Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet ftrom the top of the facility and be capable of withstanding a gross load of forty (40) tons on a three - axle vehicle. Licensee will compact any earth excavated to a compaction of ninety percent (90 %). Licensee will relocate its facilities at its own expense so as not to interfere with Licensor's proposed facilities. 21. Utilities: Licensee will pay all charges and assessments for, or in connection with water, electric current or other utilities which may be furnished to or used on the Property. 22. Taxes, Assessments and Liens: Licensee will pay all taxes and assessments which may be levied upon any crops, personal property, and improvements, including but not limited to, buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens, M Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) including but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person claiming under Licensee. If Licensee fails to pay the above - mentioned taxes, assessments or liens when due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within thirty (30) days of the agreed upon due date will be charged a "late fee" on all amounts outstanding up to the maximum rate allowed by law. 23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement. All matters or things required by Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters or things. 24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. 25. Compliance with Law: Licensee will comply with all applicable federal, state, county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and /or liability arising from or resulting from any violation of this provision. 26. Governing Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions will be determined in accordance with the laws of the State of California. 27. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and /or liability arising from or growing out of loss or damage to property, including that of Licensor, or injury to or death of persons, including employees of Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee. 28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation (indemnity or otherwise) which Licensee may have incurred. Upon termination, Licensor may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. Licensee's continued presence after termination shall be deemed a trespass. In the event of a termination for any reason other than non - payment of the License fee, Licensor shall refund any previously collected /pre -paid License fees covering the unused portion of the remaining term, to the extent such fees exceed any offset claimed by Licensor under the Agreement 0 Rev8 2016 -05 -11 GS - JH Initial ( )/( ) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 29. Events of Default: In addition to material defaults otherwise described herein, the occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee: (a) Any failure by Licensee to pay the consideration due under Article 3, or to make any other payment required to be made by Licensee when due. (b) The abandonment or vacating of the Property by Licensee. (c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 24. (d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency for Licensee's activities under this Agreement. (e) Any attempt to exclude Licensor from the licensed premises. (� The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder where possession is not restored to Licensee within five (5) days; the attachment, execution or other judicial seizure of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder, where such seizure is not discharged within five (5) days. (g) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in "clause f' of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof. (h) Any claim by Licensee that it has a possessory interest and /or irrevocable license in the Property. (i) With respect to items not otherwise listed in Article 29.a -h, the failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee. Licensor shall provide written notice of such failure and Licensee shall be considered in material default where such failure continues for a total of ten (10) or more consecutive days from the date of the notice. Further, with respect to items not otherwise listed in Article 29.a -h, Licensee shall be considered in material default should Licensee fail to observe or perform any other provision of this Agreement for more than fifteen (15) days during the entire Term of the Agreement in the aggregate, after Licensor provides an initial written notice of such failure. After providing initial notice under this provision, Licensor will not be required to provide any subsequent notice of breach of this Agreement. 30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any material default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee hereunder by giving written notice of such immediate termination to Licensee. 10- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 31. Licensee's Personal Property Upon Termination or Expiration: In the event that this Agreement is terminated, whether termination is effected pursuant to Article 28 and /or 30, or in the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee's sole cost and expense and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition it was in prior to the Licensee's use of the Property, in a manner satisfactory to Licensor. If Licensee fails or refuses to remove any of Licensee's personal property, building(s), fixture(s) or structure(s) from the Property prior to the earlier of the termination date or expiration date, said personal property, building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with no further notice to Licensee. Licensor shall not be required to seek and /or obtain judicial relief (including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible for the value of Licensee's personal property. Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to (i) the removal, disposal or sale of Licensee's personal property, building(s), fixture(s) or structure(s), (ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies and environmental remediation and /or cleanup attributable to Licensee's use of the Property, and (iv) the restoration of the Property to the condition it was in prior to Licensor's initial use of the Property. Licensee agrees to pay such expenses to Licensor upon demand. 32. Limitation of Liability: IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3 WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR, LICENSEE AGREES TO LIMIT LICENSOR'S LIABILITY PURSUANT TO THIS AGREEMENT. AS SUCH, IF LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR'S NEGLIGENCE, INCLUDING GROSS NEGLIGENCE. FOR DAMAGE OR DESTRUCTION OF LICENSEE'S PERSONAL PROPERTY, BUILDING(S), STRUCTURE(S) OR FIXTURE1S1 AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT. FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR DAMAGE TO LICENSEE'S BUSINESS, IF ANY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE, HOWEVER OCCURRING, RELATED TO THIS AGREEMENT. 33. Non - Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any possessory interest, whether temporary, permanent, or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest and Licensee will not claim that it has or ever had an irrevocable license in the Property. 34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally or by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed by Licensor. No waiver by Licensor of any provision shall be deemed a waiver of any other provision or of any subsequent breach by Licensee of the same or any other provision. Licensor's consent to or -11- Revs 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) approval of any act shall not be deemed to render unnecessary the obtaining of Licensor's consent to or approval of any subsequent act by Licensee. Licensor's acceptance of payment after providing notice of termination to Licensee shall not constitute a waiver of Licensor's termination of the Agreement. 35. Authority: This Agreement is executed subject to General Order No. 69 -C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this reference. As set forth in General Order 69 -C, this License is made conditional upon the right of the Licensor either on order of the Public Utilities Commission or on Grantor's own motion to resume the use of that property (including, but not limited to the removal of any obstructions) whenever, in the interest of Licensor's service to its patrons or consumers, it shall appear necessary or desirable to do so. Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should not be construed as a subordination of Licensor's rights, title and interest in and to its fee ownership, nor should this Agreement be construed as a waiver of any of the provisions contained in said License or a waiver of any costs of relocation of affected Licensor facilities. 36. Electric and Magnetic Fields ( "EMF "): There are numerous sources of power frequency electric and magnetic field ( "EMF "), including household or building wiring, electrical appliances and electric power transmission and distribution facilities. There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long -term exposures to EMF and certain diseases is based on this scientific research and public concerns. While some 40 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about diseases have been successfully resolved due to an aggressive international research program. However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected. Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the property under this agreement, the information available about EMF. Accordingly, Licensor has attached to this document a brochure that explains some basic facts about EMF and that describes Licensor policy on EMF. Licensor also encourages Licensee to obtain other information as needed to assist in understanding the EMF regarding the planned use of this property. 37. Induced Voltages: Licensee hereby acknowledges that any structures (including, but not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed herein, (hereinafter, the "Structures ") in close proximity to one or more high voltage (66 kilovolt or above) electric transmission lines and /or substation facilities may be susceptible to induced voltages, static voltages and /or related electric fault conditions (hereinafter collectively referred to as "Induced Voltages ") unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated, Induced Voltages can cause a variety of safety and /or nuisance conditions including, but not limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities connected to the Structures (including, but not limited to, natural gas lines, water lines or cable television lines), or interference with or damage to sensitive electronic equipment in or around the Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of factors such as electric facility configuration and voltage, other utilities -12- Rev8 2016 -05 -11 GS - JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Art. Contract No. 9.3565 (Formerly Contract No. L2009) involved, or sensitivity of electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation measures should be undertaken regarding the Structures and to implement such mitigation measures at its sole cost and expense. Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective officers and employees against all claims, loss, damage, actions, causes of action, expenses and /or liability arising from or growing out of loss or damage to property, including Licensor's own personal property, or injury to or death of persons, including employees of Licensor caused by or resulting from or connected to Induced Voltages on or related to the Structures. 38. Notices: All notices required to be given by either party will be made in writing and deposited in the United States mail, first class, postage prepaid, addressed as follows: To Licensor: Southern California Edison Company Real Properties Department Land Management - Metro Region 2 Innovation Way Pomona, CA 91768 To Licensee: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Business Telephone No. (562) 431 -2527 Notice will be deemed effective on the third calendar day after mailing. A party will immediately notify the other party in writing of any address change. 39. Recordin¢: Licensee will not record this Agreement. 40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any way by any previous written or oral agreements or any subsequent oral agreements or unsigned written agreements. This Agreement may be modified or amended only by way of a writing executed by both parties. 41. Signature Authority: Each of the persons executing this Agreement warrants and represents that he or she has the full and complete authority to enter into this Agreement on behalf of the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms contained herein. 42. Survival: Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. -13- Revs 2016 -05 -11 GS -JH Initial (-)/(-) Licensor/ Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate. SOUTHERN CALIFORNIA EDISON COMPANY LICENSOR Date CHERI MCELROY Land Services Agent Land Management — Metro Region Real Properties Department CITY OF SEAL BEACH Date Print Name: -14- Rev8 2016 -05 -11 GS - JH LICENSEE Initial (—)/(—) Licensor /Licensee SCE Doc. 142999 Art. Contract No. 9.3565 (Formerly Contract No. L20091 APPENDIX Guidelines for Standard Licensee Improvements The following criteria are provided to aid in developing a conceptual plot plan to be submitted to Southern California Edison Company herein after referred to as "Licensor" for consideration and approval prior to the start of anti construction on `Licensor" property. Plans should be developed indicating the size and location of all planned improvements. The plan should specify the dimensions of all planned improvements and the distance of all planned improvements from property lines and all adjacent "Licensor" towers, poles, guy wires or other "Licensor" facilities. The plan must show the locations of all "Licensor" towers and poles, 16 -foot wide access roads, main water lines and water shut -off valves, electrical service lines and parking areas. All plans must indicate adjacent streets and include a "north arrow" and the Licensee's name. SHADE STRUCTURES (Definition: A nonflammable frame covered on the top with a material designed to provide shade to aid in growing plants) 1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations, should be placed perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shade structures will not be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius around dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors /guy wires, poles and wood poles 3. Shade structures must utilize the following design: a. Temporary/ slip joint construction only b. Non - flammable frame only c. Adequately grounded by a licensed electrical engineer d. Shade covering must be non - flammable and manufactured with non - hydrocarbon materials. - 1 - 2014.12.01 V11 -GS -JH Initial ( ) / ( ) Licensor /Licensee SCE Doc. 142999 Art. Contract No. 9.3565 (Formerly Contract No. L2009) SHADEHOUSES /HOTHOUSES (Definition: A simple, non flammable, enclosed structure designed to control temperature without the benefit of heating and /or air conditioning units to aid in propagating and /or grouring plants) 1. Shadehouses /hothouses must maintain minimum spacing of 50 feet between shadehouse /hothouse locations, should be placed in perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shadehouses /hothouses will not be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius around dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors /guy wires, poles and wood poles 3. Shadehouses /hothouses must utilize the following design: a. Temporary/ slip joint construction only b. Non - flammable frame only c. Adequately grounded by a licensed electrical engineer d. Covering must be non - flammable and manufactured with non - hydrocarbon materials (Definition: An enclosed structure designed to control temperature and /or humidity by the use of heating and /or air conditioning units to aid in propagating and /or growing plants) Greenhouses will be considered on a case -by -case basis. IRRIGATION SYSTEMS / WELLS 1. Maximum diameter of pipe: 3 inches 2. All pipe must be plastic Schedule 40 or better 3. No irrigation system will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles -2- 2014.12.01 V11 -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) c. 100 -foot radius around dead -end tower legs, H- Frames and poles 4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way 5. Suitable identification markers will be required on main controllers and valves 6. Locations of main shut off valve will be provided and shown on a plot plan 7. Underground facilities must have a minimum cover of three feet S. Earth disturbed must be compacted to ninety percent (90 %) LANDSCAPING I. No trees will be permitted under the overhead electrical conductors or within 20 feet of the "drip line" of the conductors 2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height of only 40 feet and must be maintained by the Licensee at a height not to exceed 15 feet 3. Placement of large rocks (boulders) must be approved in writing by Licensor 4. Any mounds or change of grade must be approved in writing by Licensor 5. No cactus or thorny shrubs will be permitted 6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in writing by Licensor TRAILERS (Definition: Removable / portable office modules are not permitted without Licensor's prior permission. Trailers must meet the following criteria to be considered: Trailers must meet the following criteria: a. Must have axles and wheel and be able to be moved b. Maximum length: 40 feet c. Maximum height: 15 feet d. Maximum width: 12 feet 2. No trailers will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 -foot radius around suspension tower legs, H- Frames and poles c. 100 -foot radius aoound dead -end tower legs, H- Frames and poles d. 25 -foot radius around anchors /guy wires, poles and wood poles e. Under or within 10 feet of the conductor "drip lines" -3- 2014.12.01 V11 -GS -JH Initial (-)/(-) Licensor/ Licensee SCE Doc. 142999 Att. Contract No. 9.3565 (Formerly Contract No. L2009) 3. Sewer or gas lines to trailers must be approved in writing by Licensor 4. Location of all electrical and telephone lines must be approved in writing by Licensor 5. Electrical lines must be installed by a licensed - general contractor. 6. Trailers shall not be used for residential purposes 7. Toxic or flammable materials will not be permitted in trailers S. Adequately grounded by a licensed - general contractor PARKING AREAS Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the "drip lines" without Licensor's prior written approval. Parking spaces to be identified under the approved site plan. "No Parking" striping may be required in areas where additional clearance is required. MATERIAL STORAGE 1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to provide Licensor clear access to its facilities. 2. Licensee must provide Licensor with a list of material stored on the right of way 3. No toxic or flammable materials will be permitted 4. No materials shall be stored within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16 -foot wide access roads b. 50 - foot radius around suspension tower legs, H- Frames and poles c. 100 - foot radius around dead -end tower legs, H- Frames and poles d. 25 feet from anchors /guy wires, poles and wood poles 5. Storage of materials not to exceed a maximum height of 15 feet 6. No storage of gasoline, diesel or any other type of fuel will be permitted 7. Any fencing around the storage areas must have Licensor's prior written approval. -4- 2014.12.01 V11 -GS -JH Initial (-)/(-) Licensor /Licensee SCE Doc. 142999 Aft. ADDENDUM NON - MOTORIZED BIKING & HIKING TRAILS Contract No. 9.3565 (Formerly Contract No. L2009) A. Licensee must obtain the prior written approval from Licensor for the installation of any non - motorized biking and hiking trails, including any subsequent modifications. Licensee will maintain the non - motorized biking and hiking trails at all times in a safe condition satisfactory to Licensor. B. At any time, Licensor may require the removal, modification, or relocation of any portion of the non - motorized biking and hiking trails. Licensee will remove, modify, or relocate same, at its expense, to a location satisfactory to Licensor within sixty (60) days after receiving notice to remove, modify, or relocate from Licensor. C. At Licensee's expense, Licensee will post signs at all access points to the Property that read: "Non- motorized Biking and Hiking Only. No Other Use Permitted." D. At Licensee's expense, Licensee will post signs at all access points to the Property that read: "No Kite Flying, Model Airplanes, unmanned aerial vehicles (UAV's or Drones), or Metallic Balloons Permitted, High Voltage Wires Overhead." E. At Licensee's expense, Licensee will post signs at all access points of the Property that read: "Dogs are required to be on leash at all times." F. Licensee must close the non - motorized biking and hiking trails at any time Licensor deems it necessary for the safety of the general public or for maintenance of Licensor's facilities. If it is necessary to close the non - motorized biking and hiking trails for more than three days, Licensee will notify the general public of the closure by posting at all access points to the Property. G. At Licensee's expense, Licensee will install removable post -type barriers designed to accommodate Licensor's locks to prevent unauthorized vehicular use or parking on the Property, including but not limited to, motorcycles, off -road vehicles, and "all- terrain" vehicles. H. Licensee is responsible for all erosion control in connection with the construction, operation, maintenance, and use of the non - motorized biking and hiking trails, including but not limited to, water flowing onto lands of others. Licensee will perform any work deemed necessary by Licensor to correct any damage to the Property of the land of others. I. Use of the Property is ajoint use with Licensor and other tenants of Licensor. Licensor may use the biking and hiking trails for access to its facilities. -5- 2014.12.01 V11 -GS -JH Initial ( ) / ( ) Licensor /Licensee Aft chraent "C" RESOLUTION NUMBER 6734 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE LICENSE AGREEMENTS WITH SOUTHERN CALIFORNIA EDISON (SCE) FOR THE SEAL BEACH BICYLE PATH AND EDISON PARK THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves those certain license agreements between the City of Seal Beach and Southern California Edison dated September 1, 2017 for the use of the Seal Beach Bicycle Path and Edison Park (collectively "the Agreements "). Section 2. The City Council hereby authorizes the City Manager to execute the Agreements. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of May , 2017 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Mem Sandra Massa - Lavitt, Mayor ATTEST: Robin L. Roberts, City Clerk Resolution Number 6734 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6734 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of May 2017. Robin L. Roberts, City Clerk