HomeMy WebLinkAboutLos Altos School DistrictLICENSE AGREEMENT
This non-exclusive, personal, revocable License Agreement (the "License Agreement") is
entered into as of this 23rd day of Ap r i 1 , 2018, by and between the Los Altos
School District, a California public school district ("Licensor"), and the Town of Los Altos Hills,
a California municipal corporation ("Licensee"). Licensor and Licensee are collectively referred
to herein as the "Parties", and each, individually, as a "Party".
RECITALS
A. WHEREAS, Licensor represents that it is the owner of that certain real property
commonly known as Gardner Bullis Elementary School, located at 25890 Fremont Road, Los Altos
Hills, California (the "Property");
B. WHEREAS, Licensee currently maintains a public path along the south side of
Fremont Road; however, there exists a gap in the path along the frontage of the Property between
Fremont Pines Lane and Campo Vista Lane;
C. WHEREAS, Licensor recognizes the importance of having safe pedestrian and
bicycle access to the Property available to its students and the public;
D. WHEREAS, pursuant to section 35160 of the Education Code, Licensor's governing
board ("Board") may initiate and carry on any program, activity, or may otherwise act in any manner
which is not in conflict with or inconsistent with, or preempted by, any law and which is not in
conflict with the purposes for which school districts are established;
E. WHEREAS, Licensee seeks from Licensor, and Licensor desires to grant to Licensee,
a personal, non-exclusive, revocable license on a portion of the Property described further below
("Licensed Area") so that Licensee may complete and maintain the public path on the south side of
Fremont Road along the front of the Property as more particularly described herein and thereby allow
for safer pedestrian and bicycle access to the Property and along Fremont Road by the public;
F. WHEREAS, with this License Agreement, the Parties desire to memorialize their
agreement and understanding related to, and the terms and conditions of, the personal, non-exclusive,
revocable license granted herein; and
G. WHEREAS, the Parties believe that execution of this Agreement is in the best
interest of the Parties.
NOW THEREFORE, in consideration of the covenants and agreements set forth herein,
the Parties agree as follows:
AGREEMENT
Section 1. THE LICENSE. Subject to the terms and conditions of this License
Agreement, Licensor grants to Licensee a personal, non-exclusive, revocable license in the
Licensed Area described as follows: an area ten feet in width (measured from the edge of the
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existing curb that separates Fremont Road and the northern property line of Licensor's Property)
along the entire length of the northern property line of the Property fronting Fremont Road,
between Fremont Pines Lane and the eastern edge of property line where Licensor's property
adjoins the property located at 13 977 Campo Vista Lane, with the exception of the portion of the
Property used for vehicular access and egress where a crosswalk will be installed and with the
exception of the corner of Fremont Road and Fremont Pine Road where the Licensed Area will
meander around the existing fire hydrant so as to connect to the existing school path at that
location, for the purpose of constructing, maintaining, and repairing, at no cost to Licensor, ' a
Town of Los Altos Hills standard public pedestrian and bicycle pathway ("Pathway") upon the
Licensed Area (the "License"). The Licensed Area is more specifically depicted in Exhibit "A
attached hereto and incorporated herein.
Section 2. NATURE OF THE LICENSE; USE. This License granted by Licensee to
Licensor shall allow Licensor's construction, maintenance and repair of the Pathway and permits
public access and use of the Pathway for normal recreational bicycle and pedestrian use, and for
no other purpose; on a non-exclusive basis on the terms and conditions contained herein.
Licensee accepts the License in its "as is", "where is" condition, subject to all existing
easements, agreements, licenses, and encumbrances, and recognizes that Licensor has no duty of
maintenance or care of the License or Pathway. This Agreement alone shall not cause Licensor
to make or construct any alterations on the License Area.
Section 3. DURATION OF LICENSE. This Agreement and the License granted herein
shall commence on the date first written above and shall continue until: (i) terminated by the
joint agreement of the parties; or (ii) as otherwise provided in Section 9. Licensee acknowledges
that this License is revocable as set forth in Section 9, and Licensee agrees that Licensee's
construction, maintenance, and/or repair of the Pathway on the License, and activities related
thereto, shall not constitute a substantial change in position, and shall not render or cause the
revocable License granted herein to become permanently irrevocable by estoppel.
Section 4. CONSIDERATION. There is no license fee associated with this License and
the consideration for the License is Licensee's agreement to install and maintain the Pathway
during the term of this License. The Parties agree that as a result of adequate consideration, this
License is revocable only as provided in Section 9.
Section 5. NO ASSIGNMENT OR TRANSFER OF THE LICENSE. This License is
personal to Licensee and may not be assigned or sublicensed in any manner. Any assignment or
sublicense without Licensor's prior written consent which may be withheld in its sole discretion,
shall be voidable and shall constitute a default of the License Agreement.
Section 6. TITLE TO THE PROPERTY; USE OF PROPERTY AS A SCHOOL SITE.
6.1. Title to the Properly. Licensor represents that it holds title to the Property,
including the License Area, Nothing in this ' Agreement shall constitute the granting of an
ownership interest or other interest in land in any of Licensor's real or personal property,
including, without limitation, the Property, License Area, or any portion thereof.
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6.2. Use of Property as a School Site. Licensee acknowledges and understands
that the Property is an operating California public school site, and the License Area and Pathway
located thereon are located within said operating school site. Licensee further acknowledges and
understands that use of the Property, including the License Area, for school purposes by Licensor
is the primary use of the Property and takes priority over Licensee's right to use the License as
granted herein. Licensee understands that the Property, including the License Area, will be used
by other parties, including Licensor, and Licensee shall cooperate with Licensor and other
applicable parties in reaching amicable arrangements in case of conflict with Licensee's use of
the License.
Section 7. INSURANCE AND INDEMNITY.
7.1. Insurance. During the term of this License, Licensee, at Licensee's sole cost and
expense, shall maintain the Licensee's standard policies of commercial general liability
insurance and casualty insurance which shall name Licensor as an additional insured as it relates
solely to Licensee's construction, repair, and maintenance of the Pathway, and/or the uses of the
Pathway by the general public as described in Section 2 (other than use by the Licensor and its
officers, employees, agents while on school business and Licensor's students for school
purposes). Licensee shall contractually require Licensee's contractors and subcontractors while
engaged in any work to the Licensed Area on behalf of the Licensee to maintain, at their own
expense, at all times applicable, the policies of insurance specified in Section 8. 1, below, which
shall name Licensor as an additional insured.
7.2. Indemnity; Hold Harmless. To the fullest extent permitted by California law,
Licensee does hereby indemnify, defend and hold Licensor, its Board, members of its Board, its
agents, representatives, employees, officers, consultants, and volunteers (the "Indemnified
Parties") harmless from and against any and all liability, judgments, costs, demands, claims, and
damages of any kind whatsoever (including, without limitation, attorneys' fees and costs) to the
extent any claim is brought against any of the Indemnified Parties as the result of Licensee's
construction, repair, and maintenance of the Pathway, the performance of this Agreement, any
non-compliance with any federal, state, or local laws or regulations, investigations and/or
remediation that pertain to the Licensed Area, and/or the use of the Pathway by the general
public as described in Section 2 other than use by the Licensor and its officers, employees,
agents while on school business and Licensor's students for school purposes or when used by
any party to whom Licensor grants a license, right or permission to use the License Area
pursuant to the provisions of sections 6.2, 12.8 or any other reserved right of the Licensor . In
case any action or proceeding subject to the provisions of this Section 7.2 be brought against any
of the Indemnified Parties, Licensee shall, upon notice from Licensor, defend the same at
Licensee's expense by counsel approved in writing by Licensor.
Section 8. IMPROVEMENTS; LIENS; MAINTENANCE.
8.1. Improvements. Licensee shall not install or construct, or cause to be installed or
constructed, the Pathway or any improvements of any kind on the License Area or Property
unless and until the plans, drawings, specifications, and proposed location have been approved in
writing by Licensor, and, if required, by the California Division of the State Architect ("DSA"),
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and all other applicable governmental entities with jurisdiction. Licensee shall, at its sole cost
and expense, comply with all statutes, ordinances, regulations, and requirements of all
governmental entities relating to the ,improvements installed, constructed, and maintained by
Licensee on the License Area, and the use of same as permitted under this License Agreement.
Further, any contractor(s) retained by Licensee or on Licensee's behalf with respect to the
installation, construction, maintenance, and/or repair of the Pathway improvements on the
License Area shall be fully and properly licensed in California, regulated by the Contractor's
State License Board, and bonded as required by law, shall be properly registered as public works
contractors with the California Department of Industrial Relations as required by law, and must
maintain levels of casualty, liability and workers' compensation insurance, and payment and
performance bonds, satisfactory to Licensor and consistent with law and District construction
requirements. Licensee agrees that Licensee, and Licensee's contractors and subcontractors shall
comply with all applicable requirements and laws pertaining to the payment of prevailing wages
and related issues, including, without limitation, California Labor Code sections 1720 through
1861, and understands Licensee's, and Licensee's contractor's and subcontractor's obligations
and liability for violations of prevailing wage' law and other applicable laws. All contractors and
subcontractors shall be properly fingerprinted in accordance with applicable law.
8.2. Liens. Licensee shall keep the Property free and clear of all liens, encumbrances,
and/or clouds on Licensor's title to the Property or any portion thereof, including, without
limitation, claims of liens for labor, services, materials, supplies or equipment performed on or
furnished to the Pathway. If . a lien or a claim based on a stop payment notice of any nature
should at any time be filed against the Pathway improvements or the Property, or any other
property of Licensor by any entity that has supplied material or services for the Pathway
improvements arising out of that entity's provision of materials or services for the Pathway
improvements, Licensee shall promptly, on demand by Licensor and at Licensee's. own expense,
take any and all action necessary to cause any such lien or claim to -be released or discharged
immediately therefrom. If Licensee fails to furnish to Licensor, within ten (10) calendar days
after demand by Licensor, satisfactory evidence that such lien or claim has been released,
discharged, or secured, Licensor may discharge such indebtedness and Licensee shall promptly,
within ten (10) calendar days of receipt of invoice from Licensor, reimburse Licensor the amount
required therefore, together with any and all losses, costs, damages, and attorneys' fees and
expenses incurred or suffered by Licensor.
8.3. Maintenance. Except for damage. or wear and tear to the Pathway resulting from
Licensor's exercise of its reserved rights to use or allow others to use the Pathway as described
in Sections 6.2 or 12,8, or as a result of Licensor's grant of licenses or permission to others
(excluding use by the Licensee or public pursuant to this License Agreement) to use the Licensed
Area, Licensor will not be required to maintain or repair the Pathway in any manner, and, at no
cost to Licensor, Licensee will maintain and repair the Pathway at its sole expense.
8.4. Coordination. Licensee agrees to coordinate its Pathway construction activities and
schedule with Licensor to minimize any inconvenience to or interruption of the conduct of
school and any other activities on the Property. If reasonable adjustments to the Pathway
construction activities and schedule are reasonably deemed necessary by Licensor for purposes
of student safety or Licensor's educational program, and if requested in writing by Licensor in
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advance or on an emergency basis, Licensee shall adjust its schedule and/or otherwise cooperate
with Licensor to conform to Licensor's requirements and requests.
Section 9. REVOCATION; DEFAULT.
9.1.— Revocation. Licensor may, at Licensor's sole discretion, revoke the License
granted herein immediately upon receipt by Licensee of written notice of revocation from
Licensor if Licensor determines: (i) that Licensee is in default of this Agreement and has failed
to cure such default in accordance with Section 9.3 below; (ii) that the ' License area, or any
portion thereof, is needed for school purposes that, in Licensor's sole and reasonable discretion,
outweigh the benefits to pubic and student safety provided by the Pathway; (iii) that use of the
Pathway and/or License area granted hereunder interferes with the educational programs of
Licensor at the Property that, in Licensor's sole and reasonable discretion, outweigh the benefits
to public and student safety provided by the Pathway; or (iv) that Licensee's acts or omissions
represent a threat to the health, welfare, or safety of Licensor's students, staff, or the public, or
violate applicable laws, codes, rules regulations, or ordinances.
9.2. Default. A default of this License shall occur if:
A. As a result of its sole negligence or willful misconduct, Licensee fails to
perform any of the terms contained in this License; or
B. Licensor unreasonably prohibits public access to the Pathway at any time prior
to revocation or termination of the License.
9.3 In the event of default, the non -defaulting party shall provide the defaulting
party with written notice of the existence of a default as described herein and shall provide the
defaulting party with thirty (30) days after the date of such written notice to cure such default.
Upon failure to cure, the non -defaulting party may terminate this License by giving the
defaulting party written notice of termination, and/or bring any action, claim, or suit of any kind,
including a demand for specific performance. Upon receipt of the notice of termination, this
License shall be deemed terminated.
Section 10. NOTICES. Any notices, demands, requests, consent, approval, or
communications that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class, certified mail to the address
set forth below or by overnight delivery by a nationally recognized courier service. Notice will
be deemed received upon the date of receipt of personal service or the next day with receipt
verifying delivery by overnight courier or by three (3) business days if sent -by certified mail.
The address of the parties are as follows and may be changed at any time by either party by
giving written- notice to the other of the change in address:
Licensor: Superintendent
Los Altos School District
201 Covington Road
Los Altos, CA 94022
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Licensee: The Town of Los Altos Hills
26379 Fremont Road
Los Altos, CA 94022
Attn: Allen Chen, Public Works Director/City Engineer
Section 11. ATTORNEYS' FEES. In the event any action or proceeding at law or in equity be
instituted by a party to this License for enforcement of any of the terms of this License or default
of this License, the prevailing party (by judgment) in such action or proceeding shall be entitled
to recover as part of such action or proceeding such reasonable attorneys' fees, expert witness
fees, and court costs as may be fixed by the court or jury, but this provision shall not apply to any
cross-complaint fled by anyone other than a Party to this License in such action or proceeding.
Section 12. MISCELLANEOUS.
12.1. Entire Agreement. This License Agreement constitutes the entire agreement
between the Parties with respect to the matters described or referred to herein, and Licensor has
made no representations or warranties to Licensee except as expressly set forth herein. Any
statement, agreements, warranties, or representations not expressly contained herein shall in no
way bind Licensor, and Licensee expressly waives all claims for damages by reason of any
statement, representation, warranty promise, or agreement, if any, not contained in this
Agreement. This License may only be amended in writing signed by both Parties hereto.
12.2. Independent Status. This Agreement is by and between two independent entities
and is not intended to and shall not be construed to create the relationship of agent, servant,
employee, partnership, joint venture, or association. Each Party represents and warrants to the
other than no brokers have been retained or consulted in connection with this transaction other
than as disclosed in writing to the other Party.
12.3. California Law. This Agreement shall be governed by, and the rights, duties, and
obligations of the Parties shall be determined and enforced in accordance with, the laws of the
State of California. The Parties further agree that any action or proceeding brought to enforce
the terms and conditions of this Agreement shall be maintained in Santa Clara County.
12.4. Waiver. The waiver by either Party of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of such term, covenant, condition,
or any subsequent breach of the same or any other term, covenant, or condition herein contained.
12.5. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, legal representatives, successors, and assigns.
12.6. Severability. Should any provision of this Agreement be determined to be invalid,
illegal, or unenforceable in any respect, such provision shall be, severed and the remaining
provisions shall continue as valid, legal, and enforceable.
12.7. Incorporation of Recitals and Exhibits. The Recitals and each Exhibit attached to
this Agreement are hereby incorporated into this Agreement by this reference.
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12.8. Reservation of Rights. Licensor reserves the right to install, lay, construct,
maintain, repair, and operate such water, oil, sewer, electric, telecommunications, power, and gas
pipelines, lines, and connections, and the applications and appurtenances necessary or convenient
for connection therewith, in, over, upon, through, across, and along the License Area, including
the Pathway, or any part thereof. Licensor also reserves the right to grant franchises, easements,
rights of way, licenses, and permits in, over, upon, through, across, and along any and all
portions of the Property, including the License area. Licensor shall provide thirty day notice to
Licensee prior to Licensor's exercises of any rights reserved in this Section, and following
exercise of any rights provided in this Section, Licensor shall restore Licensee's Improvements
to the condition they were prior to the such exercise,
12.9. Counterparts. This License may be executed in two or more identical counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
12.10. Authority. Each Party to this Agreement represents and warrants that it has the
legal right, full power, and authority to enter into, deliver, and carry out the terms of this License
Agreement. Each person whose signature appears below represents and warrants that he or she
has been duly authorized and has full authority to execute this Agreement on behalf of the Party
on whose behalf this License Agreement is executed.
Executed as of the date first set forth above.
LICENS®R:
Los Altos School District, a California public
school district
By:
Jeffr aier
Its: Super -in endent
M
LICENSEE
Town of Los Altos Hills, a California
municipal corporation
By:
John xaafoxa
Its: Mayor
EXHIBIT "A"
Depiction of Location of License
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RESOLUTION 22-18
RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS
APPROVING THE LICENSE AGREEMENT BETWEEN LOS ALTOS SCHOOL
DISTRICT AND TOWN RIEGARDING THE CONSTRUCTION AND OPERATION OF
A PUIBLIC PATHWAY AT GARDNER BULLIS ELEMENTARY SCHOOL
WHEREAS, the Los Altos School District, ("'Owner"), is the owner of the property commonly
known as Gardner Bullis Elementary School, Los Altos Hills, California; and
WHEREAS, Owner has offered to the Town a license agreement for the construction, operation
and maintenance of existing and future pathway facilities, for pedestri an, bicycle and equestrian
use; and
WHEREAS, the City Council has determined it is necessary and proper and in the public 'Interest
to accept and enter into an agreement regarding the construction and operation of said public
pathway, and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
1, Public interest, convenience and safety require the Town of Los Altos Hills to enter
into the License Agreement described above.
2. The Town of Los Altos Hills hereby approves the License Agreement and the Mayor
is hereby authorized on behalf of the Town to execute the Agreement between the
Town of Los Altos Hills and Los Altos School District.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a special meeting held on the 22nd day of March, 2018 by the following vote:
AYES-. Radford, Spreen, Corrigan, Waldeck, Wu
NOES: None
ABSTAIN.- None
ABSENT- None
ATTEST.,
QA&j
Deborah Pado van, City Clerk
BY: /d
Radford, Mayor
Resolution 22-18
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