HomeMy WebLinkAboutNorth Coast Railroad Authority (NCRA) 2014-06-18 �'O[.t Ne� f3( '�f �� 238
LICENSE AGRF.GMGNT
I�I IIS LICI:NSE AGRHL MI?N"]' ("Agreement") is madc as of this �S' da}� ol�t�_ ,
2014, by and between the North Coast Railroad Authority, a public agency formed puisuant to
Government Code Section 93000 et seq. ("NCRA") and the City of Ukiah, a municipal public
entity ("City').
RECITALS �
� A. NCRA is thc propert�� o��ner or easement holdcr of thc railwa�� right-of=way
corridor (°Kail Corridor'�) located in Mendocino County and under contract Ibr
operation with the Northwestern Pacitic R�ilroad Company (`'NWP").
f3. In conjunction with NWP, NCRA adopled a I'ulicy and Procedures Manual �i�r �
the design, construction, salety, ope�ations, �ind maintenance of shared use public
trails locatcd ti�ithin the Rail Con�idor (°Rails-with-1l�ails').
C The City secks to develop a Rails-with-Trails path witl�in tl�e Rail Con�idor
located in the City of Ukiah jurisdictional ama consistent N�ith said Rails-with-
Trails Polic� and Procedures Manual.
D. NCRA desires to issue a license to the City to use the Rail Corridor for the Uki<ih �
NWY Rail 'l�rail Project_ 1nd the City desires to accept such liccnse. on thc terms
and conclitions set forth in this Liccnsc Agreement. NOW THF,REFORE, in �
consideration of lhe mutual covenants, conditiuns ��nd agreements recitcd herein I
and made a material part hereof, thc NCRA and City agree as follows:
l. Dctinitions. �
? Description of License Propertv. The property subjecl to tl�is tAgreement (the "f.icensc �
Propertti��) �s deiined as that specilic section of�the Rail Corridor within thc Ukiah City
Limits beginning in the south at Norgard Lane, at or near Station 5814+50 and
terminating in thc north at Brush Street, at or near Station 5968+50. �
3. Use. NCRA hercby grants to the City a non-excl�isivc liccnse to access and use the �
License Property to consu�uct. install. maintain. reconstruct, remove, repair and manage a �
multi-modal public path, �i�r shared use by, including but not limited to, bicyclists,
pedestrians, ���heelchairs,joggers and other non-motorized uses. Motorized vehicics shall
be permitted access and usc as needed bv the City, its �i�cnts and contractors. �br �
construction and maintcnance purposes, and by emergency response personncL nll use
� shall be consistcnt witl� thc NCRA Rails-with-'l�rails Policy and Yrocedure Manual,
� adopted May 13, 2009, amended August 12, 2009, and all tut�irc amendments thereta i
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4. Term. Tlie term of this Agreement shall be twenty tive (2�) years (the "Term")
commencing on August l. 2014 (the "Commencement Date"), and, unless sooner
terminated or cxtended as herein provided, shall tenninate on August I. 2039.
�. Conditions Nreccdent. This Agreement sh�ll be null and void in thc cvent the City �ails to
obtain Yunding and all regulatory permits required for trail construction. �
6. License Fee. City shall maintain the trail whicli will provide maintenance to the NCRA
right-of-way in lieu ol a one-time licensc payment. The City shall track thc ennual
mainte��ance ofthc u�ail / right-of=way. In lieu of either a one-time or anmial license tee
paymenL thr City shall provide maintcn�ncc to completed trail se�;ments as follows: a.)
mai�tain drainage structw�es on the trail side of thc railroad main line, between the center
line oi'the raih�oad main line and the edge of the main line right-oGway; b.) provide all
vegctation m�nagement. including trcc u�imming and removal, ou the u�ail side of the
railroad main line. between the center linc ol�the railroad main line and the edgc of the
main line ri�ht-of-way; c.) additionally, north ot�Perkins Streel and suuth o�Cl�ra
A��enue, pro��ide ��eget��tion management between the ���estern edge of the main line
right-oY-ti�a�� and the easterl�� line of�Mason Su�eet; d.) although not required, the Cih�, at
its sole discretion �ind expense, may perform s�ich additional ��cgctatiun m�inagement as it �
deems appropriate �vithin the I.icensc Property.
7. �r�il Constructiun. �
(a) 1�rail Construction, T'iming. The City may construct trail improvemenls in thc
I.icense Property in segments as fundi�g allows. lndividual trail segments shall not be
open lor public use until completion of the u�ail improvcment in said segment. Whcre
required by permitting or other regulatoiy authorities, NCRn rcason�bly agrees to
execute and dcliver applications for permits, licenses or other authorizations relating lo
the Rail Corridor. 'frail segments shall be constnicted in accordance with �pproved
Consll�uction Plans, and all applicable lati�s, rules, regulations and permits. The City shall
provide fourteen (14) days ad��ance writtcn nolice to NCRA prior ro beginning
construction on an}° h•ail segment The Ciq� shall provide fourteen (14) days advance
�I written noticc to the NCRA prior to opening any trail seament for public use.
(b) Construction Plan Approval. The City shall submit cletailcd construction ready
plans and spccif ications ("Construction Plans") to the NCRA [or revicw and approval
piior to constructin� any trail segment. W ithin one hundred lwenty (120) days of receipt.
the NCRA shall provide comments and input ai the Co��struction Ylans to the City.
Pailw�e to provicte comments to the City within this time period sl�all be decmed approval
by the NCR/A of the Coi�su�uction Plans. �
i (c) Construction Plan Contents. Construction Plans shall include. but not be limitcd
to. speciiications tor temporary construction Icncing, permanent landscaping, lencing or �
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othcr trail demarcation and setbacks, and signage. Construction Plans shall comply w�ith ��
all standards and conditions set forth in the Rails-with-Trails Yolic�� and Procedures
Manual. �
(d) /Zernoral o�:Srctings�. Ciry shall co-ordinate with NWP Co. the removal ofthe
' freight sidin�s located north of Perkins Strect and ��rst of the main line with NN�P ('o. to
bear the cost of removal, retain salvageablc materials for futurc railroad use, and dispose
of imusable material.
8. On �o�� Maintenancc.
(a) �I�he City shall, during the Tenn, at its own cost and expense and without any cost
or expense to NCRA:
(i) Keep and maint�in all trail improvements (subject to City's right to remove) in
� good and neat order and repair and shall allow no nuisances to exist or be maintained j
therein. NCRA shall not be obligated to makc an�� trail repairs of any kind: and
(ii) Comply with and abide by all applicable federal. state, and local laws and �
� regulations affecting the License Property. �
9. Trail Removal, Modilic�uion. "]'he City shall rcasonably remove, relocate or modify any
trail improvement or portion Ihereof, at its own cxpense, in ordcr to accommodate �
additional u�ack or trucks or other raih•oad rel�ted f�acilities in thc IZ�iil Corridor. I
10. Insw�ance. The Ciry shall maintain generll lit�bility coveragc in tl�c amount oY nu Icss �
Uian $5,000.000 per occw�rcnce and aggmgale. Ins�u�ance shall bc placed �a�ith a carricr
havin� a cun�ent A.M. Best rating of at least A:VII or with the Redwood Empire
Mwiicip�il Insurance Fund (°KEMIF"). lividencc of coverage shall be pro�-idcd to N('RA
on requcst.
� � • maximum extent allowed bv law, the Citv a�rees to indemnif� �
I l. Indemnitication. I�o ll � , , b ),
delend and hold harmless NCRA, including its officers, cmployees, operators, agents.
contractors, successors and assi�ns, from and against all loss. liabilit� (including liability
with respect to death, injury and personal and property damage), claims, demands, suits,
liens, claims of lien, damages, costs and expenses:
(��) arising out ot the use or misuse of the License PropeiKy by members of the p�iblic,
includin� claims which arise from utilization of the NCRA right-oC-way adjacent to thc
License Yroperty by uscrs of the License Property; ���
(b) arising fi�om the consu�uction ol improvements within or the maintenance ol�those
improvcmcnts by the City or its contractors; or '�
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(c) any negligcnt or wrongf�il acl or omission by the City in constructing or maintaining
improvements within the Licensed Premises. �
Such indemnit� shall applv notwithstanding NCRA's active or passive negligence, and ;
shall bc deemed to appl�� to any and all losscs resulting h�om the City�s negligent or
wrongful acts or omissions. The City is not required to indemnilv NCRA for cl�ims or
damages caused by the w�illfiil misconduct or the sole negligence of NCRA or its ofticers.
contractors or employees. 'fhis provision shall survive any termination ol the License for
actions or inactions tl�at may arise during the time this Licensc is in effect.
]?. Assumption of Risk and Waivcr. �I'o the maximum exte�t alloN�ed by law, thc City
assumes any ��nd all risk of loss, damage or injury. 'I�he City's �issumption of risk shall
includc loss or damage to thc City, ils ofliccrs, employees, agenis, contractors, assigns i
tmd successors. 'I'he City hcrcby waives all claims and demands against NCRA for such ,
loss, damagc or inj�iry, and w�ives the benelit of Califoruia Civil Code Section 1542, I
which providcs av follows:
A general release does not extend to daims which the creditor does not I:now or
suspect to exist in his fevor al the time of exccuting thc releasc, which if known to
him musl have materially allected his settlement ��°ith the debtoc '
13. nbandonment. In the e�ent of action by the City Council for the City ol Ukiah to
abandon the usc of the License Property, or �ny part lhereoC this Agreement shall
terminate ro thc extent of the purtio� so abanduned or discontinued.
14. Surrender. Upon termination of this Agreement, including but not limited to a termination
resulting from expiration of the license tenn, breach, or abandonment of all or a portion
oPthc trail improvements, thc City may remove, at its own cost and expense, tmy and all ��
trail improvemcnts. Upon rcmoval of any trail improvemcnts, ihe City may, with the
concurrence uf NCRA, (i) reasonably restore thr a�tected portion ol�the I,icensc Propert�� �
to a state or condition as it exisled prior to the construction of trail improvements, (ii)
leave all or a portion of the h��iil improvements in place, or (iii) rcpllce the trail
improvements with comparable improvements approved by NCRA. �
]5. Breach. In thc cvent the City brcaches, or lails to keep, obsen�e or perforni any covenant.
term or condition oCthis Agreement, in addition to all other rights and remedics of NCRA
pruvided hereimder or by law, alter written notice or demand, and the City's failure to '�
cure the brcach within thirty (30) days of notice, or fewcr days in the event the breach ��
impacts public hcalth. N�clYare or safcty, unless the breach cannot be cured �vithin that
time in the exercise of reasonable diligence. in that event the City must commence to cure
the breach within 30 days and complete the c�ire as soon as reasonably practical. NCRA
may terininate this Agreement and there�tter recover possession ol the License Propert��
by lawful menns.
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� 16. Waiver. No waiver of any default imder this Agreement shall constitute or operate as a
waiver of any subsequent default hereimder, and no delay. Yailw�e or omission in
exercising or enlorcing any right, pri��ilege, or option under this ngrecment shall �
� constitute a wai��er, abandomnent or relinquishment thereof or prohibit or precent <iny
elcction under or enforcement or excrcise oC any right, privilege, or option hereunder.
17. Notices. L secpt as othcr���ise provided hereimder. any notice or commimication to
NCRA, or the Ciry shall be in writing and be mailed by postage prepaid. Notices or
communications shall be addressed to the parties at the following addresses, which may ��
be changed at �my time by notice to the other party: '
fo NCRA: l o City:
[�xecutive Director Director of Public Works
North Coast Kailroad Authority City of Ukiah
419 'Talmage Road, Ste M 300 Scminary A��cnue
Ukiah, CA 95482 Ukiah, CA 95482
Any noticc mailed in the manner above set forth sl�all be deemed to have been received �
unless returned to the se�der by tl�e post office. Notice may bc sent by email when
simultaneously provided using one of the methods sct lorth above.
18. Severabilitti�. In case any one or more oY the provisions contained in this Lease shall for
any reason be held to bc invalid, illegal or unenforceable in any respect, such invalidity.
illegality or imenforceability shall not aftect any other procisions of this Lease, but tl�is �
Lcase sh�ll be construed as if such invalid_ illegal, or unenforceablr provisions had not
been comained hercin.
� 19. l�ime of the lissenec. "l�imc is oY the cssence of each and all ol�the agreements, co��enants,
� ind conditions of this Lcasc.
20. Consents. Whcnever in this Lease the consent or approval of either NCRA or City is
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� req��ired or permitted, the party requested to give such conscnt or approval will act i
� promptly and will not unrcasonably withhold its consent a� approval. I
2 L Attorncvs' Pres. In the c�rnt oCany action or proceeding at law or in equity betwecn
NCR_A and ('ity to enforcc any provision of d�is Lease or to protect or establish emy right
or remed�- of cithcr part�� hcreunder, each party sliall pay its own costs and expenses,
including auorneg�s fees.
22. Integration. l�his instrument constitutes the entirc agreemcnt between NCRA and Ciq�
with respect to the subject matter hereof and supersedes all prior ofYers and negotiations.
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oral or w�ritten. l�his Leasc ma � not bc amcnded or modilied in an - res ect whatsoever
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� except by an instrument in writing signed by NCRf1 and City.
23. Amendments. "I'his Lease may be modificd only in writing and only if signed by [he
parties at thc time of the modiYication.
24. Assignment and Sublettina. City may assign this Agrccment, or any interest herein, at
any time pro��ided that, (i) NCRA I�as consenled to the assiKnment, (ii) the assignment
shall be in �criting. dul�� esecuted and acknowledged by Cih� and the assignee, in fin•m
satisfnctor�� to NCRA, pro��iding that the assignee assumes and a�rees to perforni and
, obsen�e all the tigreements, covenants and conditions of lhis I.ease on the parl of City to
be perfonned and observed, and (iii) an executed original o(such assignment shall br
dclivcrcd to NC'RA.
25. Governin� Ltiw. 'I'his Agreement shall be governed by tmd construcd in accordancc wilh
thc laws of thc Statc of California.
IN V1'ITNESS WHCl2EOF, the parties have executed this Agreement as oY the date tirst written
abo��e.
NORTH COAST RAILROAD C[TY OF UKIAH: i
AUTHORITY:
gy: �/UIZC�n �'�7� Qy: �'
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N�me: �"�i{'C/{i. S�TC� Itio�r Na e• ,�l¢�/l�E �/�111��s I
It's: �XeC, � ir . lt's: � ��(kii�Q.l��
Date: �� � — � �� Date: !O/ /?S�
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