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Home My WebLink AboutCONOCOPHILLIPS COMPANY 2-2008N-2008-153 uaiiURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: I I - ~ i - a~ LICENSE AGREEMENT RM&R Site No. 1660 Acquisition No. 7470 0 ~ Pw R ('1) C has"'' ~'~'HIS AGREEMENT is made as of November 12, 2008, by and between CITY OF SANTA ANA, ("Licensor"), and CONOCOPHILLIPS COMPANY ("Licensee"); Licensor and Licensee, collectively, shall sometimes hereinafter be referred to as the "Parties". RECITALS A. Licensor is the legal and rightful owner of a certain parcel of real property located at 114 South Bristol Street, Santa Ana, California, and further identified by the Orange County Assessor as Pazcel No. 007-211-39 (the "Property"), and in the vicinity of the 76 Station located at 114 South Bristol Street, Santa Ana, California; B. Licensee, in cooperation with the Santa Ana Regional Water Quality Control Board (SARWQCB), now desires to enter the Property to conduct various environmental investigation and/or remediation activities, including, but not limited to installing two (2) remedial wells approximately at the proposed location labeled as EW-6 and EW-7 on Exhibit "A" attached hereto and made a part hereof (the "Work"); and conduct certain monitoring well sampling and testing activities on a quarterly basis. The well sampling and testing will also include the thirteen (13) existing wells, labeled as B-1, B-2, B-4, B-5, B-6, B-7, B-8, B-9, EW-1, EW-2, EW-3, AS-1/EW- 4, and AS-2/EW-5, that were previously installed on the Property; C. The Parties desire to enter into this License Agreement so that the soil and/or groundwater can be assessed pursuant to environmental laws and regulations; NOW THEREFORE, in consideration of the granting of the foregoing, the mutual promises, covenants, conditions and agreements hereinafter set forth, and other good and valuable con- sideration, the receipt and adequacy of which aze acknowledged, the Parties agree as follows: 1. Grant of License -Licensor hereby grants to Licensee, and its employees, representatives and contractors a revocable, non-exclusive license (the "License") to enter upon the Property from time to time to conduct the activities described in Recitals Paragraph B and C above. Further, Licensor shall cause any tenants or lessees of the Property, not a party hereto, to provide Licensee, including its consultant(s), and/or contractor(s), same License. This License shall commence on November 26, 2008 (Effective Date), and shall end on November 25, 2013 unless the Parties agree in writing to extend the term of the License. If Licensee is required by a government agency to maintain a well or other equipment on the Property beyond the term of this License, the License shall, on notice of such requirement to Licensor, be extended until thirty (30) days after such requirement ceases. Prior to the expiration of the License, Licensee shall, at its sole cost and expense, (a) cause any excavations to be returned to the original gradient, (b) remove all equipment placed on the Property, (c) fill and level all ditches, ruts and depressions, if any, caused by the closure of the Licensee's excavation operations on the Property and (d) remove all debris resulting therefrom. Page 1 of 4 Form Rev.ll/29/07 RM&R Site No. 1660 Acquisition No. 7470 2. Comuliance with Laws -Licensee shall conduct all operations which are the subject of this License in compliance with all federal, state, and municipal statutes and ordinances, and with all regulations, orders, and directives of appropriate governmental agencies, as such statutes, ordinances, regulations, orders and directives now exist or provide. 3. Permits -Licensee, at no cost or expense to Licensor, shall be responsible for obtaining any and all governmental permits and approvals which may be necessary for it to conduct any work or activities under this License Agreement. Licensor shall coordinate and cooperate with Licensee in Licensee's activities to obtain all necessary goverrunent permits and permissions. 4. Liens and Claims -Licensee will not permit any mechanics', materialmen's, or similar liens or claims to stand against the Property for labor or material furnished in connection with any work performed by Licensee under this License Agreement. Upon reasonable and timely notice of any such lien or claim delivered to Licensee by Licensor, Licensee may bond and contest the validity and the amount of such lien, but Licensee will immediately pay any judgment rendered, will pay all proper costs and charges, and will have the lien or claim released at its sole expense. 5. Cooperation -Licensee agrees to coordinate its activities with Licensor to minimize any impairment of access by customers or business invitees of Licensor to the Property and any inconvenience to or disruption of Licensor's business on the Property. 6. Indemnity -Licensee agrees that it will indemnify and hold Licensor harmless from and against any claims, demands, actions, suits, judgments, losses, damages, costs, or expenses incurred as a result of personal injury, property damage, civil penalties, or fines proximately caused by the negligent acts or omissions of Licensee or its authorized contractors, employees and agents in conducting the activities under this License Agreement. However, this indemnity and hold harmless obligation shall not apply to any such claims, demands, actions, suits, judgments, losses, damages, costs, or expenses to the extent caused by the sole negligence, gross negligence, or willful misconduct of Licensor. This indemnity is expressly conditioned on the following: (a) In the event Licensor shall identify any matter to which this indemnity may apply or receive a notice or claim from any third party of such matter, it shall immediately, and in every case within thirty (30) days of said notice or claim, notify Licensee in writing of such matter. (b) Licensor shall cooperate with Licensee by allowing Licensee, its agents, representatives, contractors and consultants, prompt and ready access to the Property for the purpose of investigating any matter to which this indemnity may apply. Licensor shall provide Licensee with copies of all investigative reports, data or other information in any form which Licensor, its consultants, agents or attorneys may have pertaining to any such matter, on request of Licensee. (c) Notwithstanding anything in this agreement to the wntrazy, in no event shall either party be liable to the other party for any special, indirect, or consequential damages including, but not limited to, claims for loss of use, rents, anticipated profit or business opportunity, or business interruption. Page 2 of 4 Form Rev. I !/29/07 RM&R Site No. 1660 Acquisition No. 7470 7. Severability - In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 8. Notices -Any notice provided for herein or otherwise required to be given hereunder shall be deemed received when personally served or three (3) days after mailing by certified or registered United States mail, return receipt requested, postage prepaid, or by facsimile machine, with transmission and receipt confirmed, or by nationally recognized overnight delivery service, addressed as follows: To Licensor: City of Santa Ana 2020 Civic Center Plaza, Ross Annex M-36 Santa Ana, CA 92702 Attention: Jason Gabriel Phone: (714)647-5664 Facsimile: To Licensee: ConocoPhillips Company 3900 Kilroy Airport Way, Suite 210 Long Beach, CA 90806 Attention: Sandra E. Peterson Phone: (562) 290-1520 Facsimile: (562) 290-1580 With Copies to: ConocoPhillips Company 3611 S. Harbor Blvd., Suite 200 Santa Ana, CA 92704 Attention: Holly Quasem Phone: (714)428-7673 Facsimile: (714) 428-8081 The person and the place to which notices are to be mailed may be changed by either party by providing written notice of same to the other. 9. Chanee in Ownership -This Agreement may be assigned by either party and in such event shall be binding upon and inure to the benefit of the Parties' respective representatives, successors and assigns. 10. Entire Agreement -This License Agreement represents the full, complete and entire agreement between the Parties with respect to the subject matter hereof, and the rights and remedies of the Parties shall be solely and exclusively those herein contained, and in lieu of any remedies otherwise available at law or in equity. Page 3 of 4 Farm Rev. 11/29/07 RM&R Site No. 1660 Acquisition No. 7470 11. Governine Law -This Agreement shall be construed and interpreted and governed by and in accordance with the local law of the State of California without reference to any choice of law, rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any other jurisdiction. 12. Counterparts -This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same Agreement. THE PARTIES have executed this License Agreement by their duly authorized representative(s). LICENSOR CITY OF 5ANT AN /~ By: / ~(~~----~ Name: Title: LICENSEE CONOCOPHILLIPS COMPANY By: Name: Stephen Matthews Title: Agent Date: A~TTESTi "pATRICIA ~ e~EAL /L CLERK f)F 7HE COUNC .- , :~~i __-- - ~~~~ Date: Il / tR/o ~ Page 4 of 4 Form Rev. 11/29/07