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LICENSE AGREEMENT
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND EDCO DISPOSAL CORPORATION
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into on this
)181" day of May, 2010, by and between THE CITY OF RANCHO PALOS VERDES, a public
body, corporate and public ("Licensor"), and EDCO DISPOSAL CORPORATION, a California
Corporation("Licensee"), collectively the"Parties."
RECITALS
A. Licensor is the owner of real property located in the City of Rancho Palos Verdes,
California, at 30938 Hawthorne Boulevard, Rancho Palos Verdes(the"Property"). The Property
is described as the City of Rancho Palos Verdes' City Yard area.
B. Licensor and Licensee have entered into that certain Agreement for Integrated
Solid Waste Management Services dated November 17, 2009 (the "Waste Management
Agreement").
C. Licensee has requested the right to use a portion of the Property (the "License
Area"), approximately 3/4 acres in area, for the temporary storage of new trash carts and bins as
they are received from the manufacturer, prior to their delivery to customers in the City of
Rancho Palos Verdes. The License Area is depicted in Exhibit A, which is attached hereto and
incorporated herein by this reference. Licensor is willing to authorize Licensee to use the
License Area for the temporary storage of new trash carts and bins, subject to the terms and
conditions of this Agreement.
NOW, THEREFORE,the Parties agree as follows:
1. LICENSE.
Licensor hereby grants to Licensee a license to use the License Area (the "License"),
subject to the terms and conditions of this Agreement, for the uses described in Section 3 of this
License Agreement. During the term of this License, the Licensor shall not grant any other party
the right to occupy or use the License Area.
2. TERM.
A. Subject to the terms and conditions of this Agreement, the term of this
License shall commence on the Effective Date and end at 11:59 p.m. on July 15, 2010. The City
Manager may extend the term, in his or her sole discretion, for a period not to exceed thirty (30)
days.
B. The Effective Date shall be the date that all of the following conditions
have been satisfied:
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a) Licensee shall have submitted and Licensor's City Manager shall
have approved the proof of insurance required by Section 9.4 of
the Waste Management Agreement;
b) License shall have paid to Licensor a license fee in the amount of
$1.00; and
c) Licensee shall not be in default under the Waste Management
Agreement.
3. USE.
A. Subject to the terms and conditions of this Agreement, Licensee and its
employees, agents, consultants, and contractors are authorized to use the License Area as
follows:
(1) For the temporary storage of new, clean carts and bins designed for
the storage of solid waste and recyclables. Only those carts and bins scheduled for delivery to
customers in the City of Rancho Palos Verdes pursuant to the Waste Management Agreement
may be stored on the License Area.
(2) Prior to delivery of any carts or bins, Licensee shall sweep and
clean the License Area, so as to create a smooth and level area for placement of the carts and
bins. Licensee shall also move dirt, sand, etc to different corners of the License Area or
Property, as directed by Licensor's General Manager, to make the License Area and Property
neater, cleaner and better organized.
(3) Licensse shall also place a temporary trailer (with 1-2 staff
members for a period of approximately two months) just outside the gated area, by the Palos
Verdes Net Annex area, to log in and out the carts. Licensee shall be responsible for all wiring,
meters, etc for the electricity required for use of the trailer.
B. Licensee has inspected and accepts the License Area in an "as is"
condition.
C. During the term of this License, Licensee shall bear the entire cost and
expense of maintenance of the License Area.
4. PERMITS. Licensee shall obtain all permits required for the use of the License
Area pursuant to this Agreement.
5. ACCESS TO LICENSE AREA BY CITY. Licensee agrees that representatives
of the City of Rancho Palos Verdes shall have access to the License Area as necessary to verify
compliance with the provisions of this Agreement. These access rights are in addition to any
other right of access granted to the City.
6. DEFAULT AND TERMINATION. In the event of (a) any default under the
Waste Management Agreement, or(b) any default by failing to fulfill any obligations hereunder,
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the party not in default may declare a default and termination of this Agreement by written notice
to the defaulting party, which default and termination shall be effective on a date to be stated in
such notice, which date shall not be less than ten (10) days after mailing or personal service of
such notice, unless such default is cured before the effective date of termination stated in such
notice. Any necessary removal of improvements and restoration of the License Area subsequent
to the effective date of termination shall be in conformance with Section 11 below, which shall
survive the termination of this Agreement.
7. MAINTENANCE. During the term of the License, Licensee shall, at its sole risk
and expense, maintain the License Area, provide security as necessary, and keep the License
Area in a safe, clean and sanitary condition at all times.
8. ASSUMPTION OF RISK.
A. Licensee shall inspect the License Area prior to taking control thereof.
Licensee shall exercise its privileges hereunder at its own risk and its own expense, assuming full
responsibility for all risks incidental to the performance of this Agreement and the use of the
License Area and improvements thereon.
B. Licensor assumes no responsibility whatsoever for the safe condition,
security or maintenance of the License Area and improvements thereon, nor for the protection of
persons and property thereon, and, during the term of this License, Licensee shall be solely
responsible for maintenance and security of the License Area and improvements thereon, or
changes in the condition of the License Area or of improvements thereon caused by or arising
from: (i) any activity, use or performance by Licensee or its contractors, agents or employees
under this Agreement; or (ii) any activity, use or performance by Licensee or its contractors,
agents or employees on or in the License Area.
9. INDEMNIFICATION.
A. Licensee agrees, at its sole cost and expense, to indemnify, hold harmless,
release and defend, to the maximum extent permitted by law, Licensor, its City Council and each
member thereof, and its officers, employees, agents and representatives from any and all
liability, loss, suits, claims, damages, costs, and expenses, including attorney's fees and costs of
litigation, which in whole or in part result from, or arise out of, or are claimed to result from, or
to arise out of any activity, use or performance by Licensee or its employees, agents, consultants,
or contractors under this Agreement or otherwise in, on, or about the License Area including,
without limitation, the release of any Hazardous Substances occurring in, on, or about the
License Area by Licensee or its employees, agents, consultants or contractors, but excluding any
release occurring prior to the Effective Date of this Agreement or after the expiration or
termination of this Agreement. Licensee agrees that this indemnity provision is effective without
reference to the existence or applicability of any insurance coverage, and that this indemnity
provision shall survive the expiration or termination of this Agreement.
B. This agreement to indemnify includes, but is not limited to, personal
injury, including death, and property or other damage sustained by any person or persons
(including, but not limited to, companies or corporations, Licensee and its employees, agents, or
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,
C. "Hazardous Substances" shall mean any hazardous substance or waste,
hazardous material, chemical compound or element, pollutant or contaminant, as those terms are
defined in their broadest sense by any Environmental Law, petroleum or refined petroleum
products, flammable explosives, radioactive materials, asbestos, polychlorinated biphenyls,
chemicals known to cause cancer or reproductive toxicity, substances described in California
Civil Code Section 2929.5(e)(2) and California Code of Civil Procedure Section 738(0(3), as
those sections may be amended from time to time, as well as, without limitation, all other
substances included within the definitions of hazardous substance, hazardous waste, hazardous
material, toxic substance, solid waste, or pollutant or contaminant in CERCLA, RCRA, TSCA,
HMTA (each as defined below) or under any other Environmental Law, and any pollutants,
contaminants, hazardous wastes,toxic substances or related materials.
D. "Environmental Laws" shall mean all federal, state and local laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government
authority regulating, relating to, or imposing liability or standards of conduct concerning any
Hazardous Substance, or pertaining to occupational health or industrial hygiene (and only to the
extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to
Hazardous Substances on, under, or about the Property), occupational or environmental
conditions on, under, or about the Property, as now or may at any later time be in effect,
including without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA") [42 USCS § 9601 et seq.]; the Resource Conservation and
Recovery Act of 1976 ("RCRA") [42 USCS § 6901 et seq.]; the Clean Water Act, also known as
the Federal Water Pollution Control Act ("FWPCA") [33 USCS § 1251 et seq.]; the Toxic
Substances Control Act ("TSCA") [15 USCS § 2601 et seq.]; the Hazardous Materials
Transportation Act("HMTA") [49 USCS § 1801 et seq.]; the Insecticide, Fungicide, Rodenticide
Act [7 USCS § 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §
6901 et seq.]; the Clean Air Act [42 USCS § 7401 et seq.]; the Safe Drinking Water Act [42
USCS § 300f et seq.]; the Solid Waste Disposal Act [42 USCS § 6901 et seq.]; the Surface
Mining Control and Reclamation Act [30 USCS § 1201 et seq.]; the Emergency Planning and
Community Right to Know Act [42 USCS § 11001 et seq.]; the Occupational Safety and Health
Act [29 USCS § 655 and 657]; the California Underground Storage of Hazardous Substances Act
[H & S C § 25280 et seq.]; the California Hazardous Substances Account Act [H & S C § 25300
et seq.]; the California Hazardous Waste Control Act [H & S C § 25100 et seq.]; the California
Safe Drinking Water and Toxic Enforcement Act [H & S C § 24249.5 et seq.]; the
Porter-Cologne Water Quality Act [Wat C § 13000 et seq.] together with any amendments of or
regulations promulgated under the statutes cited above and any other federal, state, or local law,
statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health
or industrial hygiene (and only to the extent that the occupational health or industrial hygiene
laws, ordinances, or regulations relate to Hazardous Substances on, under, about, near, or within
the Property), or the regulation or protection of the environment, including ambient air, soil, soil
vapor, groundwater, surface water, or land use.
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10. AUTHORITY. Licensee certifies that it is properly authorized to enter into and
to perform this Agreement and that it shall retain a licensed contractor to perform the work
described in paragraphs A(2) and A (3) of Section 3. Licensor certifies that it is properly
authorized to enter into and to perform this Agreement.
11. REMOVAL AND RESTORATION.
A. If this Agreement expires or is terminated for any reason, Licensee shall,
in the sole discretion of Licensor and upon written notice from Licensor, and at the sole expense
of Licensee, and within such reasonable period of time determined in writing by the City's
Director of Public Works, remove all of Licensee's equipment and personal property from the
License Area and restore the License Area to the extent necessary to leave the License Area in a
clean and safe condition.
B. If Licensee is obligated pursuant to Section 11.A, and fails to complete the
work necessary to leave the License Area in a clean and safe condition and/or to remove all
equipment and personal property from the License Area, after notification by Licensor, Licensor
is authorized to complete the work and/or remove all equipment and personal property from the
License Area. In that event, Licensee shall reimburse Licensor for all costs incurred by Licensor,
within ten(10) days of receipt of a written demand therefore from Licensor.
C. This Section 11 shall survive the termination of this Agreement.
12. WAIVER. Licensor's waiver of one term or condition of this Agreement is not a
waiver of breach of other terms or conditions of this Agreement, or of a subsequent breach of the
term or condition waived.
13. SUCCESSORS. Licensee's rights, obligations and benefits under this
Agreement shall run with the land and shall benefit and be binding on Licensee's executors,
heirs, successors and assigns.
14. NO ESTATE. This Agreement provides only a right of use of temporary
duration and does not give Licensee any added interest, title, estate or right of any kind or extent
whatsoever, whether legal or equitable prescriptive or otherwise, in the Property, no matter how
much money is expended on the Property nor how long this Agreement runs. Neither a
partnership nor a joint venture is in any way intended by this Agreement. Licensee agrees that it
will not claim at any time any interest, estate or right in the Property by virtue of this Agreement
or by virtue of Licensee's occupancy,use or expenditures under this Agreement.
15. ASSIGNMENT. Licensee shall not assign any interest in this Agreement or a
portion of this Agreement without the prior written consent of Licensor, which consent may be
granted or withheld in the sole discretion of Licensor.
16. RESTRICTION. Licensee agrees to place no other facilities or improvements,
except as herein described,within the Property.
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17. LAWS. All acts and activities of Licensee pursuant to this Agreement shall
comply with all applicable laws, ordinances, codes and regulations of the federal, state and local
governments.
18. ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
19. INTERPRETATION.
A. This Agreement, and the rights and duties of the Parties hereunder, shall
be governed by and construed according to the laws of the State of California.
B. This Agreement, including any exhibits attached hereto, constitutes the
entire agreement and understanding between the Parties regarding its subject matter and
supersedes all prior or contemporaneous negotiations, representations, understandings,
correspondence, documentation and agreements (written or oral).
C. This Agreement may be changed by written amendment signed by
Licensee and the City Manager or other authorized representative of Licensor, subject to any
requisite authorization by the City Council. Any oral representations or modifications
concerning this Agreement shall be of no force or effect.
D. If any provision in this Agreement is held by any court of competent
jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed
from this Agreement, and the remaining provisions shall nevertheless continue in full force and
effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this
Agreement.
E. This Agreement is deemed to have been prepared by both of the Parties
hereto, after consulting with legal counsel, and any uncertainty or ambiguity herein shall not be
interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, it shall be
interpreted according to the applicable rules of interpretation of contracts under the law of the
State of California.
20. NOTICE. Any notice shall be in writing and given by delivering the same in
person or by sending the same by registered, certified or express mail, return receipt requested,
with postage prepaid,to the following addresses:
Licensor: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90274
Tel: (310) 544-5252
Fax: (310) 544-5292
With a copy to: Carol W. Lynch, City Attorney
Richards, Watson&Gershon
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355 South Grand Avenue,40th Floor
Los Angeles, California 90071
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or if
mailed, upon receipt or upon expiration of three (3) days from the date of deposit in the United
States mail, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving ten(10)days written notice to the other party.
21. POSSESSORY INTEREST TAX. In entering into this Agreement, Licensee
understands and agrees that the interest created by the Agreement may be a possessory interest
subject to property taxation which.Licensee,alone,would be responsible for paying.
IN WITNESS WHEREOF, Licensee and Licensor have executed this Agreement as of
the date first hereinabove written.
CITY OF RANCHO PALOS VERDES CONTRACTOR
a municipal co •oration and general law city
B • h�� Gu c' B R
By: �/,�- y.
in Ramirez,Vice President
ayor
EDCO Disposal Corporation
6670 Federal Blvd.
Lemon Grove, CA 91945
Telephone (619)287-7555
AST
i_6(Cm
City Clerk
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EXHIBIT A
SITE MAP SHOWING LICENSE AREA
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EXHIBIT A Site Showing EDCO License Area
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EDCO License Area `---1
5/12/2010