HomeMy WebLinkAboutA6118 - VERIZON CALIFORNIA INC LICENSE AGR FOR ANIMAL SHELTER PHONE SERVICE LICENSE AGREEMENT
(CITY OF PALM SPRINGS AND VERIZON)
This License Agreement ("Agreement") is made and entered into as of this A day of
_ 2011 (the "Effective Date") by and between the City of Palm Springs, a
munici I corporation ("Licensor") and Verizon California Inc., a California corporation
("Licensee"). In this Agreement, Licensor and Licensee may be referred to individually as
"Party" and collectively as the "Parties".
RECITALS
A. Licensor is the owner of real property located on Vella Road and Mesquite
Avenue, City of Palm Springs, County of Riverside, State of Califomia that will be developed as
an animal shelter for Licensor ("Property"). Licensor has installed conduits at the Property in
order to facilitate telephone service to the Property.
B. Licensee is a provider of communications services and provides telephone
services to the Property.
C. Licensor and Licensee desire to enter into this License Agreement to ensure
continuous and uninterrupted telephone service to the Property.
NOW THEREFORE, Parties agree as follows:
AGREEMENT
I. Term. The term of this Agreement continue until terminated and shall commence on the
effective date of this Agreement.
2. Termination. Upon valid termination, all obligations under this Agreement shall be
extinguished, excepted as otherwise provided herein. Licensor may terminate this
Agreement for any reason or for no reason, including Licensor's decision to use another
communications service provider, upon written notice no later than thirty (30) days prior to
the date of the termination. Licensee may terminate this Agreement for any reason or for no
reason, upon written notice of termination to the Licensor no later than sixty (60) days prior
to termination.
3. License. Licensor hereby issues a license to Licensee to permit Licensee's access and use of
certain areas within the Property ("Site"), as more particularly described in the legal
description attached as Exhibit A and the parcel map attached as Exhibit B, for the purposes
staved herein. The Site may be used by Licensee for any lawfully permitted and licensed
W�vily in connection with the provision of telephone and other transmission of' electrical
energy for the purpose of providing communication services to Licensor. This use shall
include the access, maintenance, and use of any underground conduits, manholes, pull boxes,
pedestals and appurtenances related to the provision of such communication services, with
the reasonable right of ingress and egress to and from the Site for the purpose of providing
communication services to Licensor. Licensor agrees to cooperate with Licensee, at
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ORIGINAL 610
ARlDIO .GREEMENT
Liciensee's sole expense, in making application for and obtaining all licenses, permits and
any other necessary approvals that may be required for Licensee's intended use of the Site.
4. Taxes. This Agreement may create a taxable property interest in the Site. Licensor shall not
be responsible for any personal property taxes, possessory interest taxes and assessments
levied against Licensee by any legal authority as a result of this Agreement.
5. Assignment and Subletting. Licensor may assign or otherwise transfer its interest in this
Agreement upon written notice to Licensee. Licensee may not assign, sublet or otherwise
transfer all or any part of their interest in this Agreement without written notice to Licensor
and obtaining written consent from the Licensor, at Licensors sole discretion. Licensee's
assignee or transferee must agree in writing to assume and perform all of the terms and
conditions of this Agreement.
6. Insurance. At all times during the term of this Agreement, Licensee shall maintain and shall
require any contractors and subcontractors, who do any work on or at the Site, to maintain
insurance coverage as described below:
6.1. Tvpes of Insurance and Minimum Limits. The coverage may be satisfied by any
combination of specific liability and excess liability policies. The coverages and limits may
be obtained and maintained through any combination of primary and excess or umbrella
liability insurance or by endorsement to any master policy of insurance.
6.1.1. Workers' Compensation and Employee Liability Insurance in
conformance with the laws of the State of California for the statutory limits.
6.1.2. Licensee's vehicles, including owned, non-owned (e.g. owned by
Licensee's employees and used in the course and scope of employment), leased or hired
vehicles, shall each be covered with Automobile Liabilitv Insurance in the minimum amount
of One Million Dollars ($1,000,000.00) combined single limit per accident for bodily injury
and property damage.
6.1.3. Licensee shall obtain and maintain comprehensive or commercial General
Liability Insurance coverage and shall include. but not be limited to, coverage for premises
operation, explosion and collapse hazard, underground hazards, contractual insurance, broad
form property damage, independent contractors, and personal injury liability. The limit of
such insurance shall be at least Two Million Dollars ($2,000.000.00) combined single limit
Liability for personal injury and property damage.
7. Indemnification.
7.1. Licensee agrees to defend and indemnify, and hold the Licensor. its council
members, managers, and its employees free and harmless from and against any and all losses,
damages, liabilities, claims, causes of action (whether legal, equitable or administrative),
judgments, court costs and legal or other expenses (including attorneys' fees) (collectively
"Claims') which the Licensor, its council members, managers, employees or agents may
suffer or incur arising from the willful misconduct or negligence of Licensee and those acting
on behalf of Licensee, except to the extent such Claims arise from the willful misconduct or
negligence of the Licensor, its council members, managers or its employees.
7.2. Licensor agrees to defend and indemnify, and hold the Licensee free and harmless
from and against any and all Claims which Licensee may suffer or incur arising from the
willful misconduct or negligence of Licensor, its council members, managers, agents and
employees, except to the extent such Claims arise from the willful misconduct or negligence
of the Licensee and those acting on behalf of Licensee.
7.3. Each Party shall promptly- notify the other Party of the existence of any matters to
which the indemnity obligations apply. Upon demand, the indemnifying Party shall defend
at its own expense witl'_ mutually acceptable and reasonable counsel any such matter;
provided that the indemnified Party shall at all times also have the right to fully participate in
the defense and consent to any settlement or compromise.
8. Notice. Any notice. demand or payment required to be given herein shall be made by
certified or registered mail, return receipt requested, or reliable overnight courier to the
address of the respective parties set forth below:
8.1. Licensor: City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs. CA 92262
Attn: City Clerk
Copy to: Woodruff, Spradlin & Smart
555 Anton Blvd. Suite 1200
Costa Mesa, CA 92626
Attn: Douglas C. Holland, City Attorney
8.2. licensee: iC\0,0
02o a Pl�h.� P.1u Ca,.r 3er4eZ
9. Attorneys Pees. In the event legal action by any Party is brought to enforce any term of this
Agreement or to recover damages for any breach thereof; or to determine any rights of the
Parties under this Agreement, the prevailing Party in such actions may recover reasonable
attorrtcys' fees to be fixed by the court.
10. Severability. If any provision of this Agreement is invalid or unenforceable with respect to
any Party, the remainder of this Agreement or the application of such provision to persons
other than those as to whom it is held invalid or unenforceable, shall not be affected and each
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
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11. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the
successors and permitted assignees of the respective Panics.
12. Jurisdiction. This Agreement shall be interpreted in accordance with the laws of the State of
California. Any suit filed to enforce any term of this Agreement shall be filed in a court of
competent jurisdiction in Riverside County.
0. Consent. Unless otherwise provided herein, where the approval or consent of one Party
hereto is required, requested or otherwise to be given under this Agreement, such Party shall
not unreasonably delay or withhold its approval or consent.
14. Compliance with Applicable Law. Licensee shall give all notices required by law and
comply with all laws, ordinances, rules and regulations pertaining to the conduct of its
actvitics on the Site. Each Party shall be liable for all violations of the law arising in
connection with its own activities under this Agreement.
15. Exhibits. All Exhibits attached hereto are material parts of this Agreement and are
incorporated into this Agreement by reference.
16. Counterparts and Facsimiles. This Agreement may be executed in duplicate counterparts,
each of which shall be deemed an original. Facsimiles shall have the same effect as an
original.
IT No Waiver. No failure of any Party to insist upon the strict performance by any other Party
of any covenant, term, or condition of this Agreement, or to exercise any right or remedy
consequently upon a breach thereof, shall constitute a waiver of any such breach or of such
covenant, term, or condition. No waiver of any breach shall affect or alter this Agreement,
but each and every covenant, condition, and term shall continue in full force and effect with
respect to any other then existing or subsequent breach.
18. fntegration. This Agreement constitutes the entire agreement and understanding among the
Parties, and supersedes all offers, negotiations and other agreements concerning the subject
matter contained herein. There are no representations or understandings of any kind not set
forth in this Agreement. Any amendments to this Agreement must be in writing and formally
executed by each Party.
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IN WITINESS WHEREOF, the Parties have executed or caused to be executed this Agreement
as of the Effective Date.
City of Palm Springs
Date: By:
David H. Ready
City Manager APPROVED BY CITY MANAGER
APPROVED AS TO FORM: ATTEST l
By � d, B
} ougIas C. I➢olland, anies'1'hompson,
City Attorney City Clerk
Verieon California Inc., a California corporation
Date: Mam Z�o By :
s
EXHIBIT A
(LEGAL DESCRIPTION)
The area referenced in this License Agreement shall be described as follows, and as depicted in
the parcel map attached as Exhibit B:
Lot 18 in Section 19, Township 4 South, Range 5 East, San Bernardino Base and Meridian. as
show by Map of Palm Valley Colony Lands on file in Book 14 page 652, of Maps; Records of
San Diego County, California.
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EXIIIBI'I-B
(PARCEL MAP)
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