HomeMy WebLinkAboutMINUTES - 12141999 - C11 TO: BOARD OF SUPERVISORS
FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR
DATE: December 14, 1995
SUBJECT: License Agreement for Iran Horse Trail Rest Area Facilities. Danville area.
Project No.: W05575
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
1. Recommended Action:
APPROVE License Agreement with the Town of Danville for construction and maintenance of
rest area trail facilities at two locations along the former Southern Pacific Right of Way, and
AUTHORIZE the Board Chair to execute said license on behalf of the County.
11. Financiallmpact:
None.
Continued on Attachment: X SIGNATURE:
_RECOMMENDATION OF COUNTY ADMINISTRATOR
_RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON DECEMBER 14, 1999 APPROVED AS RECOMMENDED X .OTHER
®
I hereby certify that this is a true and correct
VOTE OF SUPERVISORS copy of an action taken and entered on the
X UNANIMOUS(ABSENT None ) minutes of the Board of Supervisors on the
AYES: NOES: date shown.
ABSENT: ABSTAIN: DECEMBER 14
ATTESTED: s 1999
PAS:eh: PHIL BATCHELOR, Clerk of the Board of
G:\GrpData\ReaiProp\MERGEFRM\BO-A.doc Supervisors and County Administrator
Orig.Div: Public Works(R/P) By Deputy
Contact: Pat Smyers(313-2222)
cc: County Administrator
P.W.Accounting
License Agreement for Iron Horse Trail Rest Area Facilities.
December 14, 1999
Page 2
Ill. Reasons for Recommendations and Background:
The Town of Danville has requested a License Agreement to allow for the construction of two
rest areas along the Iron Horse Trail on the former Southern Pacific Right of Way. This
revocable license covers the installation, maintenance, and use of the rest area trail
improvements, consisting of benches, a water fountain, bicycle racks, landscaping, pavement
and fencing. The terms and conditions of this agreement provide for the revocation of the license
and the removal of all improvements at Licensee's cost in the eventthat the right of way is
required by the County. The rest area projects will be located north of Prospect Avenue and
south of San Ramon Valley Boulevard.
On September 8, 1999, the Town of Danville determined that the above referenced projects will
not have a significant effect on the environment and are exempt from the requirements of the
California Environmental Quality Act (CEQA). The projects have been found to have the
following status: Categorical Exemption Section 15302, Class 3.
IV. Consequences of Negative Action:
The rest area projects will not have sufficient property rights to allow construction in accordance
with the approved plans and specifications.
License Agreement
(Not to be recorded)
Town of Danville
iron Horse Trail Rest Areas
FORMER SOUTHERN PACIFIC RIGHT OF WAY'
THIS AGREEMENT is made and entered into this J !� day of Rd:eA"., 19f, by and
between the COUNTY OF CONTRA COSTA, a political subdivision of the State of
California, hereinafter called "COUNTY,"and the Town of Manville, a municipal corporation,
hereinafter called "LICENSEE."
WITNESSETH:
THAT COUNTY, in consideration of the faithful performance and observance by
LICENSEE of all of the terms and conditions herein contained, does hereby grant to
LICENSEE a revocable license for the installation, construction, maintenance, removal and
use of rest area improvements consisting of benches, drinking fountains, bicycle racks, trail
signs and landscaping improvements, together with the necessary appurtenances thereto,
hereinafter referred to as "the Iron Horse Trail Rest Areas," as defined below.
THE LICENSE above mentioned is granted by COUNTY and accepted by LICENSEE upon
the fallowing terms and conditions and LICENSEE does hereby agree with COUNTY as
follows:
1. Definitions: As used in this License, "the Property" shall refer to two locations
along the former Southern Pacific Railroad Right of Way north of Prospect Avenue
and south of San Ramon Valley Boulevard in the Town of Danville.
As used in this License, " the iron Horse Trail Rest Areas " shall refer to the
LICENSEE"s proposed rest stop project to install benches, drinking fountains,
bicycle racks, trail signs and landscaping improvements along the Iron Horse Trail
at two destination points as shown on the maps as Exhibit "A" and `°B," attached
hereto and thereby incorporated in this Agreement.
2. Title of County: LICENSEE hereby acknowledges the title of COUNTY in and to
the Property and agrees never to assail or to resist said title. LICENSEE agrees
that it has not acquired nor will it hereafter acquire any rights or interest in the
Property, nor does LICENSEE have nor will it obtain any right or claim to the use
of the Property beyond those specifically granted in this License.
3. Term: Unless suspended or partially revoked as hereinafter set'forth, this License
to construct, operate and maintain two rest areas on the Property shall terminate
twelve (12) years from the date hereof. By mutual written consent of the parties
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hereto, it may be extended for an additional twenty five (25) years. The rights grant-
ed hereunder may be immediately revoked by the COUNTY upon a ninety (90) day
notice to LICENSEE upon a breach of any terms of this agreement. The installation
or construction of any improvements by LICENSEE pursuant to this agreement shall
not render this revocable license irrevocable, and shall not be construed to effect
a conveyance of any property right to LICENSEE.
4. Primary Use of Property: The Property consists of a corridor which COUNTY is
in the process of developing for transportation, utility, and other purposes.
Underground utility facilities are already in place and it is anticipated that, in the
future, a mass transportation system and additional utility facilities will be
constructed or installed on the Property. Any and all rights granted or implied by
this License shall be subordinated to the uses just mentioned, as well as to other
uses of the Property made or permitted by COUNTY.
LICENSEE acknowledges that the uses just described constitute the primary use
of the Property and that LICENSEE's use of the Iron Horse Trail Rest Areas
pursuant to this License is secondary and subordinate to said primary uses.
LICENSEE shall not, at any time, use or permit the public to use the Iron Horse Trail
Rest Areas in any manner that will materially interfere with or impair said primary
uses of the Property or the use of the Property by COUNTY's permittees as defined
below. All rights granted to LICENSEE hereunder are subject to all existing and
future rights, rights of way, reservations, franchises, and licenses in the Property,
regardless of who holds the same (collectively referred to herein as COUNTY's
Permittees), including COUNTY's right to use the Iron Horse Trail Rest Areas for
emergency or any other purpose.
5. Suspension or Limitation of Use: COUNTY and its permittees shall have the right
to suspend or to limit the use of the Iron Horse Trail Rest Areas by LICENSEE and
the general public for a reasonable amount of time for protection of public safety,
or for the construction, installation, operation, maintenance or repair of other
facilities on the Property. Should such suspension or limitation be necessary,
COUNTY shall provide LICENSEE fifteen (15) days' prior notice in writing, except
in cases of emergency maintenance or repairs.
COUNTY shall not be held responsible or liable for unavoidable damage or removal
of any Iron Horse Trail Rest Areas improvements when COUNTY finds it necessary
to accomplish work for the maintenance, construction, repair, reconstruction or
alteration of COUNTY property. However, COUNTY will exercisereasonable care
to minimize adverse impacts of such work upon Iron Horse Trail Rest Areas
improvements. 1
6. Revocation: In the event, in the sole discretion of COUNTY, the primary uses of
the property by COUNTY or COUNTY's Permittees require some permanent use
of a portion or portions of the Property which, by nature thereof, precludes
LICENSEE's use of all or a portion of the Iron Horse Trail Rest Areas, COUNTY
may, upon ninety (90) days' prior notice, revoke this License. Upon revocation or
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termination of this Agreement, the COUNTY shall have the right to request
LICENSEE to remove from the Property, at LICENSEE's sale expense, such
portions of the Iron Horse Trail Rest Areas improvements as COUNTY may
demand. LICENSEE shall be responsible at its sole expense for all measures
required to mitigate for the removal of trees or other such landscaping
improvements installed by LICENSEE. In addition, LICENSEE shall restore said real
properly to as near its original condition as possible. If LICENSEE fails to remove
the Iron Horse Trail Rest Areas improvements within thirty (30)days after receipt of
written notice from COUNTY to do so, said improvements may be removed by
COUNTY at LICENSEE's expense, which expense LICENSEE agrees to pay
COUNTY promptly upon demand.
7. Maintenance and Litter: inuring the term of this License, LICENSEE shall maintain
the Iron Horse Trail Rest Areas in a clean, safe and presentable condition, free from
waste, litter and other items incidental to Iron Horse Trail Rest Areas use and left
by parties other than COUNTY and its permittees. As used in this section, the term
"litter" shall include, but not be limited to, paper, garbage, refuse, trimmings, and
other items that detract from the neat and tidy appearance of the Property. If
LICENSEE fails so to keep the Property then, after thirty (30) days' prior written
notice specifying the needed work, COUNTY may perform or hire the necessary
work at the reasonable expense of LICENSEE, which expense LICENSEE agrees
to pay to COUNTY upon demand.
LICENSEE agrees to keep the Iron Horse Trail Rest Areas free from weeds and
other vegetation, and to abate weeds to local fire district standards.
8. Indemnification. LICENSEE shall indemnify, save, protect, defend, and hold
harmless COUNTY, and COUNTY's Permittees, their respective boards, officers,
employees and contractors (hereinafter collectively referred to in this Section as
"Property Users"), from and against any and all loss, liability, expense, claims, costs,
suits, and damages, including attorney's fees, arising out of or connected with
LICENSEE's operations and performance or the presence or use by the LICENSEE
or any other person of the Property under the terms of this LICENSE, or of the Iron
Horse Trail Rest Areas, provided however, LICENSEE shall not be responsible to
indemnify, save, protect and hold harmless any individual Property User whose sole
negligence or sole willful misconduct, as determined by a court of law, caused the
applicable claim, cost or liability.
9. insurance Requirements: LICENSEE shall take out and maintain during the life
of this License all the insurance required by this section and shall submit
certificates for review and approval by COUNTY. No construction on or use of the
Iron Horse Trail Rest Areas shall commence until such insurance has been
approved by COUNTY. The certificates shall be on forms provided by COUNTY or
the insurance carrier. Acceptance of the certificates shall not relieve LICENSEE of
any of the insurance requirements, nor decrease the liability of LICENSEE.
COUNTY reserves the right to require LICENSEE to provide insurance policies for
review by COUNTY.
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( ) 111forkees Compensation lrlsurance. LICENSEE shall talo out and maintain
Worker's Compensation and Employer`s Liability Insurance for all of its
employees on the Iron Horse Trail Rest Areas. LICENSEE shall require any
subcontractor to provide it with evidence of Worker's Compensation and
Employer's Liability Insurance, all in strict compliance with California State
laws.
(b) Public Liability Insurance. LICENSEE shall take out and maintain Compre-
hensive Automobile and General Liability Insurance that provides protection
from claims which may arise from operations or performance under this
License. LICENSEE shall require any subcontractor to provide evidence of
the same liability insurance coverages. The amounts of insurance shall be
not Fess than the following: Single Limit Coverage applying to Bodily and
Personal Injury Liability and property Damage: $1,000,000 per occurrence.
(c) Endorsements. The following endorsements must be indicated on the
certificate.
(1) Contra Costa County, Santa Fe Pack Pipelines, L.P., and the East
Bay Regional Park District(EBRPD), their respective boards, officers,
agents and employees are additional insureds under the policy as to
the work and operations being performed under this License;
(2) The coverage is primary and no other insurance carried by COUNTY,
SFPL L.P or EBRPD will be called upon to contribute to a loss under
this coverage;
(3) The policy covers blanket contractual liability;
(4) The policy limits of liability are provided on an occurrence basis;
(5) The policy covers broad form property damage liability;
(6) The policy covers personal injury as well as bodily',injury liability;
(7) The policy covers explosion, collapse and underground hazards;
(8) The policy covers products and completed operations-,
(9) The policy covers use of non-owned automobiles;
(10) The coverage shall not be canceled nor materially altered unless thirty
(30)days written notice is given to COUNTY.
(d) Failure cifCoverarre. Failure, inability, or refusal of LICENSEE to take out and
maintain during the entire term of this License any and all of the insurance
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as aforesaid shall at the option of COUNTY constitutea breach of this
License and justify immediate termination of the same.
(e) Self Insurance. LICENSEE has the right and option to self-insure the
requirements under this Section 9 upon written notice to COUNTY that
LICENSEE assumes the obligations in the plane and stead of any insurance
as carrier, any reference to failure of coverage notwithstanding. In the event
that LICENSEE elects to self-insure, LICENSEE shall provide to County a
certificate or other evidence of self-insurance acceptable to COUNTY.
10. Approval and Inspection of Work: LICENSEE shall not perform any construction,
reconstruction, remodeling, repair, removal, or other work within the Property
without first obtaining COUNTY's approval in writing of said work. In seeking
COUNTY's approval, LICENSEE shall furnish to COUNTY a complete description
and sketch of the work proposed to be performed. In performing work approved by
COUNTY, LICENSEE shall comply with all terms, conditions, and requirements
imposed by COUNTY and not deviate in any material manner from the description
and sketch approved by COUNTY, without first obtaining additional approval in
writing from COUNTY.
It is understood and agreed that COUNTY has leases and/or licenses with others
for all or a portion of the Property. Such arrangements provide an underground
petroleum products pipeline right-of-way and may also include other uses such as
underground natural gas, sewer, water, telecommunication cables, or electrical
lines, overhead electric and communication lines or similar uses. This License shall
not be effective and LICENSEE shall have no right to use the Iron Horse Trail Rest
Areas unless and until LICENSEE acquires letters of approval confirming that
LICENSEE's proposed use of the Property is acceptable to other users, including,
but not limited to those users listed below:
GST Telecom, Inc. Central Contra Costa Sanitary District
Robert L. Olson, President 5019 Imhoff Place
4317 N. E. Thurston Way Martinez, CA 94553
Vancouver, WA 98662 Contact: Curt Swanson
Contact: Charles Wolf (925) 229-7336
(925) 280-9560
SFPP, L.P. East Bay Regional Park District
1100 Town & Country Road 2950 Peralta Oaks Count
Orange, CA 92868 Oakland, CA 94605-0381
Contact: Don Quinn Contact: Luis Gross (510) 544-2562
(714) 560-4960 Luis Guzman (925) 687-3419
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East Bay Municipal Utility District Contra Costa Water District
P. O. Box 24855 P. O. Box H2O
Oakland, Ca. 94623 Concord, CA 94524
Contact: Stephen Boer! Contact: Bruce Sage
(510) 287-1248 (925) 688-6162
LICENSEE agrees to take all precautions required to avoid damage to the facilities
of others, the COUNTY or the Property.
Notwithstanding the foregoing, LICENSEE shall not be required to obtain
COUNTY's prior written approval for the performance of routine maintenance or
emergency repairs. As used in this section, the term "routine maintenance" refers
to work that does not alter the original condition of improvements previously
approved in writing by COUNTY,which work is required to prevent deterioration of
said improvements. As used in this section, the term "emergency repairs" refers to
repairs that do not alter the original condition of improvements previously approved
in writing by COUNTY, which repairs are necessary to protect the safety of the
public and others. Except in the case of emergency repairs or routine maintenance,
LICENSEE shall consult COUNTY at least seven (7) days before any major
maintenance operations are performed by LICENSEE. Work shall be done in such
a manner that COUNTY shall at all times be able to use and gain access to its
facilities.
All work performed by LICENSEE under this section shall be subject to inspection
by COUNTY.
11. Assignment: No rights of LICENSEE hereunder shall be transferred or assigned,
unless to a successor public agency, and unless the written consent of COUNTY
is first secured. With that exception, this License and each and all of the covenants
herein contained shall inure to the benefit of and be binding upon the successors
and assigns of the respective parties hereto.
12. Abandonment by LICENSEE: If LICENSEE shall, for a period of at least 120
consecutive days, fail to use or maintain the Iron Horse Trail Rest Areas or any
portion thereof, then all rights of LICENSEE in and to such portions not used or
maintained shall immediately terminate, at COUNTY"s sole discretion.
13. Condition of Property/As Is: It is understood and agreed by and between the
parties hereto that the Property is subject to sliding, erosion, 'subsidence, and
flooding, and that COUNTY is under no obligation to maintain the Property or repair
any damage resulting from sliding, erosion, subsidence, or flooding unless in the
sole discretion of COUNTY such damage affects the integrity of the COUNTY'S
facilities. In the event of any lesser damage, LICENSEE. shall perform such
maintenance or repair as LICENSEE may deem necessary for proper and safe
operation of the Iron Horse Trail gest Areas facilities. LICENSEE acknowledges
and agrees that COUNTY makes no warranty, guarantee, representation or liability,
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express or implied as to the physical condition of the propertyand it is the sole
responsibility of LICENSEE at its sole cost and expense to investigate such
condition.
14. Pollution: LICENSEE, at its expense, shall comply with all applicable laws,
regulations, rules, and others, with respect to the use of the Property, regardless of
when they become or became effective, including, without limitation, those relating
to health, safety, noise, environmental protection, waste disposal, and water and air
quality, and furnish satisfactory evidence of such compliance upon request of
COUNTY.
No hazardous materials shall be handled by LICENSEE at any time upon the
Property. Should any discharge, leakage, spillage, emission or pollution of any type
occur upon or from the Property caused by LICENSEE's employees, contractors
and agents, LICENSEE, at its expense, shall be obligated to clean all the property
affected thereby, whether owned or controlled by COUNTY or any third person, to
the satisfaction of COUNTY (insofar as the property owned or controlled by
COUNTY is concerned) and any governmental body having jurisdiction thereover.
To the extent permitted by law, LICENSEE shall indemnify, hold harmless, and
defend COUNTY, SFPP, LP, EBRPU and any other COUNTY Permittees against
all liability, cost, and expense (including, without limitation, any fines, penalties,
judgments, litigation costs, and attorneys' fees) incurred by COUNTY and such
other users as a result of LICENSEE's breach of this section or a result of any
such discharge, leakage, spillage, emission or pollution, regardless of whether such
liability, cost or expense is proximately caused solely by the active negligence of
COUNTY.
LICENSEE shall pay all amounts due COUNTY under this section within ten (10)
days after any such amounts become due.
15. Maintenance of Iron Horse 'Grail Rest Areas Improvements: LICENSEE shall
maintain at its expense all Iron Horse Trail Areas improvements, including
pavement, benches, gates, signs, fences and all landscaping improvements.
16. Restricted Use: The rights granted hereunder are for pedestrian, equestrian and
bicycle use only and no type of motor-driven vehicle shall be permitted in the Iron
Horse Trail Areas, except those of Licensee, COUNTY or COUNTY's permittees
being used for construction, maintenance, repair, patrol, or public safety purposes.
Licensee shall install such barricades as are necessary to prevent unauthorized
access by motor-driven vehicles and shall post signs at points of entry to the Trail
that such vehicles are prohibited.
17. Fencing: LICENSEE agrees to maintain, at its expense, all fencing and barricades
on the Property installed by LICENSEE.
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18. Vandalism: LICENSEE shall, at its own expense, promptly repair all damage to
Iron Horse Trail Rest Areas improvements, to the Property and to existing and
future utilities, caused or contributed to by users of the Iron Horse Trail Rest Areas.
19. Graffiti: LICENSEE shall, at its own expense, promptly clean, repaint, or remove
any graffiti placed by users of the Iron Horse Trail Rest Areas on the Iron Horse
Trail Rest Areas improvements, the Property, existing and future'utilities and fences,
and walls and buildings adjoining the Property.
20. Modification: This License shall be subject to modification or amendment only by
the written, mutual consent of both parties.
21. Notices: All notices, requests and communications required or permitted hereunder
shall be in writing and shall be sufficiently deemed to have been given and received:
1) by delivery by messenger, one business day following delivery; 2) by facsimile
transmission, two days after transmission, provided that a transmission report is
generated which reflects accurate transmission of the notice and a copy of the
notice is mailed on the same day as the facsimile transmission; or 3) by U. S. Mail,
upon the first to occur of actual receipt or three (3)business days after being placed
in the United States mail, postage prepaid, registered or certified mail, with return
receipt requested, addressed to the above parties as follows:
If to the Licensor:
Contra Costa County Telephone: (925) 313-2220
Attn: Real Property Division Facsimile: (925) 313-2333
255 Glacier Drive
Martinez, CA 94553
If to the Licensee:
Town of Danville Telephone: (925) 314-3319
Attn. Development Services Director Facsimile: (925) 838-0360
510 La Gonda Way
Danville, CA 94526
Either party may at any time, designate different addresses and facsimile numbers
to which such notices shall be given in the manner set forth above.
22. Governing Law: The laws of the State of California shall govern the interpretation
and enforceability of this License. The venue for any legal action between the
parties pertaining to this License shall be Contra Costa County,which courts shall
have exclusive jurisdiction over such legal action.
23. Construction: The section headings and captions of this License are, and the
arrangement of this License is, for the sole convenience of the parties. The section
headings, captions and arrangements of this License do not In any way affect, limit
amplify or modify the terms and provisions of this License. This License shall not be
8of9
construed as if it had been prepared by one of the parties, but rather as if bath
parties have prepared it. The parties and their counsel have read and reviewed this
License and agree that any rule of construction to the effect that ambiguities are to
be resolved against the drafting party shall not apply to the interpretation of this
License.
24. Entire Agreement: It is understood that this document contains the entire
agreement between the parties hereto and all prior understandings or agreements,
oral or written, of whatsoever nature regarding the rights hereby granted are
superseded by this License and are hereby abrogated and nullified.
IN WITNESS WHEREOF, the parties hereto have executed this License, in duplicate, the
day and year first above written.
Contra Costa County Town of Danville
By By
sir curd of Supervisors oseph Calabri o
Town Manager
Attest: Attest:
Phil Batchelor
Clerk of the Beard of Supervisors
and County Administratcr
By By
City Clerk
Approved as to form: Approved as to form:
Victor J. Westman
Counift ounsej
By By J 9,
Deputy City Attorney
p Y
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