HomeMy WebLinkAboutNorth County Transit District NCTD; 2018-06-29;NORTH COUNTY
TRANSIT DISTRICT
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the effective date of :-Ij J ne.. .;L '} , 2018 ("Effective Date") by and between the North County Transit District,
("NCTD"), a public agency existing under the laws of the State of California, pursuant to California Public
Utilities Code sections 125000, et seq. and Carlsbad Municipal Water District ("Licensee").
RECITALS
A. NCTD has policies regulating and governing the use of its property ("Property") and Right-of-Way
("ROW") (sometimes collectively, the "Property").
B. Licensee has applied for the issuance of a License in accordance with such policies and NCTD
has agreed to allow Licensee to use that portion of the ROW identified in Exhibit "A" ("License
Area"}, subject to the terms and conditions of this Agreement.
C. Licensee agrees to be bound by the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. License to Use. In consideration of the covenants and conditions set forth in this Agreement,
NCTD licenses and permits Licensee to install, operate and maintain a 30" steel casing containing
recycled water pipelines and appurtenances at approximate milepost (MP) 231.40 further identified
in Exhibit "B" ("Facility").
2. Authority Not Exclusive. This License is non-exclusive. The Licensee shall respect the rights
and property of NCTD and other authorized users of the ROW, easements, power poles, street
light poles, vaults, and conduits. Except as otherwise required by applicable law, disputes between
the Licensee and parties other than NCTD over the use, pursuant to this Agreement, of the
easements, power poles, street light poles, vaults, conduits and other rights-of-way shall be
submitted to NCTD for resolution. Licensee expressly agrees the Facility shall not interfere with
any use of the surface property.
3. Relocation. Licensee acknowledges that the License Area is used in connection with NCTD's
public purpose and other services to the public, and agrees that such uses by NCTD are superior
in all respects to all uses by Licensee. Licensee shall, at Licensee's sole expense and within thirty
(30) days after receiving written notice from NCTD, protect, temporarily relocate, or remove the
Facility if NCTD determines, in its sole and absolute discretion that the Facility is inconsistent or
interferes with NCTD's current or planned use of the License Area or ROW. In consideration of
NCTD's agreement to enter into this Agreement, Licensee hereby waives any and all rights it may
now have, or hereafter obtain, to any "relocation assistance benefits" pursuant to the Federal
Uniform Relocation Assistance Act (42 U.S.C. § 4601 et seq.), the California Relocation Assistance
law (Cal. Gov. Code § 7260 et seq.) or any other statute that replaces or provides rights similar to
such statutes, if NCTD requires Licensee to relocate the Facility or makes use of the ROW in such
a way as to 'displace' Licensee from the License Area. Licensee shall in the future execute any
further documentation of the release and waiver provided hereby as NCTD may reasonably require.
4. Compensation. Licensee shall pay to NCTD a one-time License Fee in the amount of Thirteen
Thousand Seven Hundred and Seventy-Seven Dollars ($13,777) ("License Fee") in advance,
commencing on the Effective Date.
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4.1 Nothing in this section 4 shall affect the right of NCTD to require Licensee to relocate or
remove the Facility as set forth in section 3 and section 5.2.
4.2 Payment of License Fee. Payment shall be made payable to North County Transit District at
810 Mission Avenue, Oceanside, California 92054.
5. Limitations on Use.
5.1 Licensee shall comply with all applicable terms, conditions and requirements of NCTD's
policies regarding NCTD's ROW and all other NCTD ordinances, rules and regulations.
Licensee shall comply with all applicable faws, rules and regulations of the Federal, State,
County, local governments and all administrative agencies thereof which may have jurisdiction
over Licensee's use of the License Area and the use, construction, and maintenance of the
Facility.
5.2 Licensee acknowledges that the Property is used in connection with NCTD's public purpose
and other services to the public, and agrees that such uses by NCTD are superior in all
respects to all uses by Licensee. Licensee's use of the License Area must not in any way
interfere with NCTD's continuing control over the Property or NCTD's expressed continued
ability to carry out its functions. NCTD shall have the right, without further liability to Licensee,
to terminate this Agreement upon six-months' written notice from NCTD (or less if six-months'
notice cannot be reasonably given) in order to maintain continuing control over the License
Area or NCTD's expressed continued ability to carry out its functions.
5.3 Licensee shall not cause or permit any Hazardous Material to be used, stored, transported,
generated, or disposed in or about the License Area by Licensee, Licensee's agents,
employees, contractors, licensees, or invitees. "Hazardous Material" means any hazardous,
toxic, or infectious substance, material, or waste which is or becomes regulated by any local
governmental entity, the State of California, or the United States Government under any law,
regulation or ordinance regulating or controlling any Hazardous Material (the "Hazardous
Materials Laws"), including, without limitation, any material, or substance which is: (i) defined
as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under
California Health and Safety Code§§ 25115, 25117 or 25122.7, or listed pursuant to California
Health and Safety Code § 25140, (ii) defined as a "hazardous substance" under California
Health and Safety Code § 25316, (iii) defined as a "hazardous material," "hazardous
substance" or "hazardous waste" under California Health and Safety Code § 25501 (iv)
defined as a "regulated medical waste" under 40 C.F.R. § 259.1 O(a) or§ 259.30, (v) petroleum
or petroleum product, (vi) asbestos, (vii) designated as a "hazardous substance" pursuant to
§ 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (viii) defined as a
"hazardous waste" pursuant to § 1004 of the Federal Resource Conservation and Recovery
Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903), or (ix) defined as a "hazardous substance"
pursuant to§ 101 of the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601 ).
5.4 No use, construction, or maintenance by Licensee or on Licensee's behalf on the License
Area will interfere with any railroad operations on the ROW.
5.5 Licensee shall not cross or permit the crossing over of the railroad tracks on the ROW except
at public crossings approved by the California Public Utilities Commission.
5.6 Licensee shall not leave any personal property or equipment on the ROW unattended at any
time.
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5.7 Licensee shall not install or use any underground storage tanks in the License Area.
6. Insurance. Without limiting Licensee's indemnification obligations to NCTD under this Agreement,
Licensee shall provide and maintain during the term of this Agreement, at Licensee's sole expense,
insurance in the amounts and form specified in Exhibit ""C", INSURANCE REQUIREMENTS.
Licensee shall name NCTD as an additional insured on each of the aforementioned insurance
policies and the policies shall state that they are primary and that any policies NCTD maintains
shall be noncontributory. Licensee shall provide NCTD with written certificates of insurance
evidencing such coverage. Said policies shall expressly provide that the policies shall not be
canceled or altered without at least thirty (30) days prior written notice to NCTD. Said policies shall
be with insurance companies with an A.M. Best rating of AVII or better. Each policy limit herein
shall be increased by Licensee, upon request by NCTD, to the amount NCTD increases its policy
limits for other contracts, at Licensee's sole cost.
NCTD takes no responsibility for the protection of Licensee's property from acts of vandalism by
third parties. The insurance requirements may be changed by NCTD upon giving of notice to
Licensee; provided that the requirements set forth in Exhibit C shall be the minimum insurance
requirements during the Term.
7. Indemnification. Licensee agrees to protect, save, defend, and hold harmless NCTD and its
Board and each member of the Board, the National Railroad Passenger Corporation ("AMTRAK"),
the Southern California Regional Rail Authority ("SCRRA" or "Metrolink"), and the Burlington
Northern Santa Fe Railway Company ("BNSF"); and their respective officers, agents and
employees from any and all liability or claim of liability, loss or expense, including defense costs
and legal fees and claims for damages of whatsoever character, nature and kind, whether directly
or indirectly arising from or connected with an act or omission of Licensee, or any employee, agent,
invitee, or contractor of Licensee, or other person acting by or on behalf of Licensee on or about
the ROW, including, but not limited to, liability, expense, and claims for bodily injury, death, personal
injury, or property damage; provided, however, that nothing herein shall relieve any party
indemnified hereunder from liability to the extent that such liability arises from such party's sole
established negligence or willful misconduct. The requirements as to the types and limits of
insurance coverage to be maintained by Licensee as required by section 6, and any approval of
such insurance by NCTD, are not intended to and shall not in any manner limit or qualify the
liabilities and obligations otherwise assumed by Licensee pursuant to this Agreement, including but
not limited to the provisions concerning indemnification. This indemnity shall not require payment
of a claim by NCTD or any of its officers, employees, agents or volunteers as a condition precedent
to NCTD's recovery hereunder. Licensee's obligation to indemnify hereunder shall not be restricted
to insurance proceeds, if any, received by NCTD and its directors, officers, employees, agents and
volunteers.
Nothing contained herein shall prohibit NCTD, in its sole discretion, from participating in the defense
of any demand, claim, action, proceeding, or litigation. In no event shall NCTD's participation in
the defense of any demand claim, action, proceeding, or litigation affect the obligations imposed
upon Licensee herein.
8. Construction.
8.1 Any work performed or caused to be performed by Licensee on the License Area shall be
performed (a) at Licensee's sole cost and expense; (b} in accordance with any and all
applicable laws, rules and regulations (including the NCTD's ordinances, rules and
regulations) and (c) in a manner that is satisfactory to NCTD and which meets or exceeds the
then applicable standards of the industry for such work.
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8.2 Prior to the commencement of any work, Licensee shall submit to NCTD for review and
approval construction drawings, specifications, work plans and any other relevant information
NCTD deems necessary, including but not limited to documents as required pursuant to
section 8., to enable NCTD to determine the scope and nature of the proposed work and the
potential effect of such work on the ROW and train operations. NCTD may approve or
disapprove any work or provision in such documents in NCTD's sole and absolute discretion,
and NCTD may require such changes or impose such conditions as NCTD, in its sole and
absolute discretion, deems necessary or appropriate.
8.3 Licensee shall provide NCTD and all holders of underground utility facilities located within the
License Area with at least seven (7) calendar days written notice prior to commencement of
any work on the License Area. In the event of an emergency, Licensee shall notify NCTD
personally or by telephone prior to commencing any work. Upon completion of any work,
Licensee shall restore the License Area to its condition immediately preceding the
commencement of the work.
8.4 As applicable for any construction, entry or work within the ROW the following shall apply:
8.4.1 Every individual who will be entering upon the License Area or ROW under this
Agreement, before entering, shall first attend a class conducted by NCTD or NCTD's
designee on Railroad Worker Protection ("RWP") Safety rules and regulations.
Licensee shall pay all costs associated with such class.
8.4.2 The need for flag protection for Licensee's operations on or adjacent to the ROW shall
be determined in the sole discretion of NCTD or NCTD's designee. In the event that
NCTD or NCTD's designee determines that flag protection is necessary, Licensee shall
not enter upon or use the License Area until flag protection has been provided.
Licensee shall submit for flag protection services in accordance with NCTD policies and
procedures. Licensee shall pay all costs of flag protection. NCTD or NCTD's designee
shall use reasonable efforts to provide flag protection on the dates and times of
Licensee's requested entries, provided that any work by NCTD, BNSF, or AMTRAK that
requires flag protection shall take priority. NCTD shall not be liable for any costs,
expenses, or claims if flag protection is not provided on Licensee's requested dates or
times of entry.
8.4.3 Licensee shall, upon NCTD's request and at Licensee's expense, install barrier fencing,
K-rail, and/or landscaping to shield the railroad track area from public access and or the
improvements thereon from public view. NCTD shall have the right to review and
approve fencing and/or landscaping plans prior to installation.
8.4.4 NCTD's review and inspection of the construction drawings, specifications, work plans,
and other construction documents, including but not limited to documents as required
pursuant to this section 8 is for the purpose of examining the general arrangement,
design, and details of the work for potential impact on the ROW, ROW safety and
railroad operations. NCTD and NCTD's employees, consultants, and agents assume
no responsibility for and make no representations or warranties, express or implied, as
to the design, condition, workmanship, or adequacy of the drawings, specifications,
Permit Registration Documents (as defined below) or ESCP (as defined below), or
Licensee's compliance with the same, construction documents, or work. No review,
comments, requirements, or inspection shall relieve Licensee or Licensee's engineers,
contractors, subcontractors, or consultants from the entire responsibility for the errors
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or omissions in the drawings, specifications, Permit Registration Documents (as defined
below), ESCP (as defined below), or construction documents, or for the quality or
adequacy of the work.
8.5 Storm Water Pollution Prevention: Compliance with Construction General Permit for the
Agreement:
8.5.1 If coverage under the Construction General Permit and/or NCTD MS4 Program
requirements (as defined in this section 8) pursuant to applicable NCTD, local, state,
and federal ordinances, laws, rules and regulations is required, Licensee shall prepare,
implement and monitor a Storm Water Pollution Prevention Plan ("SWPPP") that is
consistent with the current NCTD SW PPP template and is in compliance with the current
Construction General Permit for the purpose of preventing, among other things, the
discharge of pollutants into receiving waters. This includes elimination of non-storm
water pollution discharges such as improper dumping, spills or leakage from storage
tanks or transfer areas. If coverage under the Construction General Permit is required,
Licensee shall not perform or cause to be performed any construction or demolition
activities on the License Area until Licensee obtains a Waste Dischargers Identification
number, as that term is defined in the Construction General Permit. For purposes of
this section 8, "Construction General Permit" shall mean the State Water Resources
Control Board ("SWRCB") National Pollutant Discharge Elimination System ("NPDES")
General Permit for Waste Discharge Requirements for Discharges of Storm Water
Runoff Associated with Construction and Land Disturbance Activities, as it may be
amended or superseded, (currently Order No. 2012-0006-DWQ); and MS4 Program
shall mean the RWQCB issued Phase II Small Municipal Separate Storm Sewer System
("MS4") Program (currently Order No. 2013-0001-DWQ) as it may be amended or
superseded.
8.5.2 The Licensee shall prepare, implement and monitor an Erosion and Sediment Control
Plan ("ESCP") consistent with the current NCTD ESCP template for the purpose of
preventing the discharge of pollutants into receiving waters for all construction or
demolition activities performed or caused to be performed by Licensee on the License
Area for activities not requiring coverage under the Construction General Permit, the
industrial general permit or an individual National Pollutant Discharge Elimination
System permit, including activities that result in a total land disturbance of less than
one acre that are not part of a larger common plan of development or sale. This includes
elimination of non-storm water pollution discharges such as improper dumping, spills or
leakage from storage tanks or transfer areas.
8.5.3 Without limiting the provisions set forth in sections 5.1, 8.1, 8.5.1 and 8.5.2, the Licensee
shall comply with the NCTD Storm Water Management Program and all NCTD, local,
state and federal ordinances, laws, rules and regulations governing storm water
discharges, including but not limited to those associated with construction and
demolition activities such as clearing, excavating, grading, demolition and other land
disturbances.
8.5.4 The Licensee shall pay and be responsible for all fees, as applicable and as required
by SWRCB, during the term of this Agreement.
8.5.5 The Licensee shall submit all SWRCB required documentation, as applicable and
including but not limited to Permit Registration Documents, as that term is defined in the
Construction General Permit, to the SWRCB through the SWRCB SMARTS online
system and shall provide a copy of such documentation and proof of submittal to NCTD.
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8.5.6 As required by NCTD's Phase II MS4 Permit (Order No. 2013-0001-DWQ) ("MS4
Permit"), NCTD may conduct periodic water sampling associated with any drainage
facility installed by Licensee within the License Area. Licensee shall be required to
reimburse NCTD for costs associated with collection, sampling and reporting. NCTD
may require Licensee to perform corrective actions, at Licensee's sole cost and
expense, in order to meet the requirements of the MS4 Permit.
9. Reimbursement of NCTD. Licensee shall reimburse NCTD, within thirty (30) days of invoice, for
all cost and expense incurred by NCTD in connection with NCTD's review and processing of this
Agreement and any work performed by or for Licensee on the License Area. These costs include,
but are not limited to, NCTD staff time and consultants, fees for the expenses of reviewing
construction documents, ESCPs, Permit Registration Documents, ROW support services,
inspections, monitoring, security, the installation and removal of false work beneath tracks,
equipment rentals, and restoration of the ROW to the same condition as when Licensee entered
thereon. Upon execution of this Agreement, Licensee shall deposit with the NCTD the amount
determined by NCTD to be the probable amount of reimbursable expenses. NCTD may deduct
the costs and expenses from the deposit as such costs and expenses are incurred. Costs of
services provided by NCTD employees will be charged at the employees' fully burdened hourly
rates (monthly salary and benefits). Services provided by NCTD consultants, equipment rentals,
and other third-party costs will be charged at cost. Upon demand by NCTD, Licensee shall make
any additional deposits that NCTD determines are necessary to reimburse NCTD for the costs and
expenses incurred by NCTD. In the event that the costs and expenses incurred by NCTD exceed
the amounts deposited, Licensee shall reimburse NCTD for all such costs and expenses within
thirty (30) days of invoice.
10. Maintenance and Repair. Licensee shall, at Licensee's sole expense, maintain the Facility and
License Area in a condition satisfactory to NCTD and in accordance with applicable governmental
codes. Licensee shall be responsible for any citations issued by any agency having jurisdiction as
a result of Licensee's failure to comply with any applicable law, regulation, ordinance, rule, or order.
11. Taxes and Assessments. Licensee shall pay before delinquency any and all real and personal
property taxes, general and special assessments, license fees, and other charges of any
description including, without limitation, any possessory interest tax, that are levied and assessed
from the commencement of this Agreement until the expiration or termination of this Agreement
against the Property, Licensee's possessory interest in the Property, Licensee's Leasehold Estate,
any subleasehold estate, improvements located on the Property, or personal property installed or
located in or on the Property or improvements (collectively, "Taxes and Assessments"), to the full
extent of the installments of the Taxes and Assessments falling due during the term of this
Agreement. All payments of Taxes and Assessments shall be made directly to the taxing or
charging authority. Licensee shall provide receipts or other proof of payment of the Taxes and
Assessments to NCTD prior'to the date that the Taxes and Assessments become delinquent.
11.1 Licensee's Right to Contest Taxes and Assessments. Licensee at its sole cost shall have
the right, at any time, to seek a reduction in the assessed valuation of the Property or to
contest any Taxes and Assessments that are to be paid by Licensee. If Licensee seeks a
reduction of or contests the Taxes and Assessments, the failure on Licensee's part to pay the
Taxes and Assessments shall not constitute a default as long as Licensee, before the
delinquency date, furnishes to NCTD a surety bond issued by an insurance company qualified
to do business in California in an amount equal to one hundred twenty-five percent (125%) of
the total amount of Taxes and Assessments in dispute. The bond shall hold NCTD and the
Property harmless from any damage arising out of the proceeding or contest and shall insure
the payment of any judgment that may be rendered. NCTD shall not be required to join in any
proceeding or contest brought by Licensee unless the provisions of any law require that the
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proceeding or contest be brought by or in the name of NCTD. In that case NCTD shall join in
the proceeding or contest or permit it to be brought in NCTD's name as long as NCTD is not
required to bear any cost. Licensee, on final determination of the proceeding or contest, shall
immediately pay or discharge any decision or judgment rendered, together with all costs,
charges, interest, and penalties incidental to the decision or judgment.
11 .2 Transfer Taxes. If a transfer tax is payable to any governmental agency or agencies as a
result of this Agreement, Licensee shall pay such transfer tax directly to the taxing authority
or authorities when it is due.
11.3 Possessory Interest Tax Notice. Licensee acknowledges that NCTD has given notice to
Licensee that the property interest created by this Agreement may be subject to property
taxation pursuant to Revenue and Taxation Code § 107 .6 or other statutes, and that Licensee
may be subject to the payment of property taxes levied on the possessory interest created by
this Agreement.
11.4 Indemnification. NCTD shall not be liable for, and Licensee shall indemnify, defend and hold
NCTD and its directors, officers, employees, volunteers and agents and the Property and any
improvements now or hereafter located on the Property free and harmless from any claims,
demands, liabilities, judgments, fines, losses, damages, expenses, charges or costs of any
kind or character, including attorneys' fees and court costs, resulting from any Taxes and
Assessments required by this Article to be paid by Licensee, and from all interest, penalties,
and other sums imposed thereon, and from any sale or other proceeding to enforce collection
of any Taxes and Assessments.
11.5 Payment by NCTD. Should Licensee fail to pay within the time specified in this Article any
Taxes and Assessments required by this Article to be paid by Licensee, NCTD may, without
notice to or demand on Licensee, pay, discharge, or adjust said Taxes and Assessments for
the benefit of Licensee. In such event, Licensee shall reimburse NCTD pursuant to Section 9.
12. Default. In the event that Licensee fails to perform any obligation under this Agreement, Licensee
shall pay all costs and expenses incurred by NCTD in obtaining performance of such obligations,
including costs of suit and reasonable attorney's fees. If Licensee uses the ROW or Property for
any purpose not expressly authorized by this Agreement or fails to act strictly in accordance with
the terms and conditions of this Agreement, and if such default is not corrected within thirty (30)
days' notice from NCTD to Licensee, NCTD may terminate this Agreement and prevent Licensee
from using or remaining upon the ROW. If NCTD determines that any default by Licensee does or
has the potential to cause a danger to the ROW or railroad operations, NCTD may immediately
and without prior notice to Licensee terminate this Agreement and prevent Licensee from using or
remaining upon the ROW or Property, with or without process of law.
13. Termination. Upon termination of this Agreement, Licensee shall, at Licensee's sole expense,
remove the Facility and all other Licensee improvements in or upon the ROW or Property and
restore the ROW or Property to a manner satisfactory to NCTD. Should Licensee fail or refuse to
comply with the terms of this section 13, NCTD may, at its option, perform such work, and Licensee
shall reimburse NCTD for all costs and damages so incurred.
14. Service of Notice. Except as otherwise provided in this Agreement, any notice required or
permitted to be given hereunder shall be in writing and may be given by personal delivery or by
certified or registered mail, and shall be deemed sufficiently given if delivered or addressed to:
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NCTD: North County Transit District
810 Mission Avenue
Oceanside, CA 92054
Attention: Real Estate Department
LICENSEE: Carlsbad Municipal Water District
5950 El Camino Real
Carlsbad, CA 92008
Attention: M A:O::: KALL..,
Mailed notices shall be deemed given upon actual receipt at the address required, or forty-eight
(48) hours following deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes.
In the event the tracks become damaged, blocked or fouled in any way, Licensee shall immediately
notify NCTD Rail Operations Center at (760) 966-6700.
15. Acceptance of License Area. Licensee accepts the License Area in its present physical "AS-IS"
condition, and agrees to make no demands upon NCTD for any improvements or alterations. By
signing this Agreement, Licensee represents and warrants that Licensee has independently
inspected the License Area and the area immediately surrounding and made all investigations,
tests, and observations necessary to satisfy Licensee as to the condition of the License Area,
zoning and land use laws, regulations, and ordinances affecting the License Area, and all of the
conditions, restrictions, encumbrances, and other matters of record relating to the License Area.
Licensee agrees that Licensee is relying solely on Licensee's independent inspection and that
NCTD has made no warranty or representation with regard to the License Area. NCTD shall not
be responsible for any latent defect or change in condition in the License Area and Licensee's
obligations under this Agreement shall not be diminished on account of any defect in the License
Area, any change of condition, or any damages occurring on the License Area. In case of the
eviction of Licensee by anyone owning or claiming title to or any interest in the License Area, NCTD
shall not be liable to Licensee for any damage of any nature whatsoever or to refund any moneys
paid hereunder. Licensee hereby releases NCTD from all future claims, actions, or demands that
Licensee may have or may hereinafter have, known and unknown, in any way relating to the quality,
fitness, or condition of the License Area, and Licensee specifically waives all rights under California
Civil Code section 1542, which provides as follows:
"A general release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if known by him or
her must have materially affected his or her settlement with the debtor."
Licensee Initial: 1J/4__
16. General Provisions.
16.1 Waiver. No delay or omission in the exercise of any right or remedy of NCTD on any default
by Licensee shall impair such a right or remedy or be construed as a waiver. The receipt
and acceptance by NCTD of delinquent License Fee shall not constitute a waiver of any other
default; it shall constitute only a waiver of timely payment for the particular License Fee
payment involved. NCTD's consent to or approval of any act by Licensee requiring NCTD's
consent or approval shall not be deemed to waive or render unnecessary NCTD's consent
to or approval of any subsequent act by Licensee. Any waiver by NCTD of any default must
be in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
16.2 Time of Essence. Time is of the essence for each and every provision of this Agreement.
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16.3 Successors. This Agreement shall be binding on and inure to the benefit of the parties and
their successors and assigns, except as may otherwise be provided in this Agreement.
16.4 Modification. This Agreement cannot be amended or modified except by a written
agreement signed by both parties.
16.5 Singular and Plural. When required by the context of this Ag reement, the singular shall
include the plural.
16.6 Joint and Several Obligations. If NCTD or Licensee is more than one person or entity, the
obligations imposed on that party shall be joint and several.
16.7 Severability. The unenforceability, invalidity, or illegality of any provision shall not render
-the other provisions unenforceable, invalid, or illegal.
16.8 Captions. The captions, headings and index appearing in this Agreement are inserted for
convenience only and in no way define, limit, construe, or describe the scope or intent of the
provisions of this Agreement.
16.9 Agreement Administration. This Agreement shall be administered on behalf of NCTD or a
designee (collectively, the "NCTD License Agreement Administrator"), and on behalf of
Licensee by {rn LIT I E.S t>-J¢:I I t-->E.Ei2:H:)(.1 H 6 i2-or by another person designated in
writing by Licensee (collective the "Licensee's License Agreement Ad ministrator").
16.10 NCTD Approval. Except where stated in this Agreement to the contrary, the phrases "NCTD
approva l", and "NCTD written approval" or similar phrases shall mean approval of NCTD's
License Agreement Administrator.
16.11 Licensee's Agreement Administration. Licensee confirms that Licensee's License
Agreement Administrator has been given full operational responsibility for compliance with
the terms of this Agreement.
16.12 Business Days. The term "business days" as used in this Agreement means any calendar
day other than a Saturday, Sunday, or official NCTD holiday.
16.13 Cumulative Remedies. If a default under this Agreement occurs, each party's remedies
shall be limited to those remedies set forth in this Agreement. The remedies under this
Agreement are cumulative and not exclusive of any other remedies under this Agreement to
which the non-defaulting party may be entitled.
16.14 Entire Agreement. This Agreement, together with all attached addenda , exhibits and riders
attached to this Agreement, constitutes the entire agreement between NCTD and Licensee
with respect to the subject matter of this Agreement, and all prior or contemporaneous
agreements, understandings and representations, oral or written, are superseded.
16.15 Governing Law and Venue. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of California. If any action is brought to interpret or
enforce any term of this Agreement, the action shall be brought in a State or Federal court
situated in the County of San Diego, State of California.
16.16 Vibration and Noise from Train Operation; Barricades. Licensee recognizes and
acknowledges that railroad tracks are located on or adjacent to the License Area and that
the operation of trains over the tracks does and will produce vibrations which may affect the
231.40-0618-PL-CMWD
9
June 26, 2018 Item #17 Page 13 of 20
NORTH COUNTY
TRANSIT DISTRICT
Facility and Licensee's use of the License Area. With knowledge and understanding of these
facts, Licensee by execution of this Agreement, agrees that no legal action or complaint of
any kind whatsoever shall be instituted against NCTD by Licensee or on Licensee's behalf
as result of vibrations or as a result of the use of the railroad tracks in general.
16.17 Public Document. Licensee acknowledges that this Agreement and all documents relating
hereto are "public records" (as defined in Section 6252(e) of the California Government
Code), except for any documents relating to Tenant's financial condition or otherwise exempt
from such status pursuant to law, and that public records, with limited exemptions, are subject
to public disclosure pursuant to the provisions of California Government Code, commencing
with Section 6250
16.18 Interpretation. The language of this Agreement shall be construed simply according to its
plain meaning and shall not be construed for or against either party.
16.19 Authority. If Licensee is a corporation, trust, or general or limited partnership, Licensee,
and each individual executing this Agreement on behalf of such entity represent and warrant
that such individual is duly authorized to execute and deliver this Agreement on behalf of
said entity. If Licensee is a corporation, trust or partnership, Licensee shall, deliver to NCTD
evidence of such authority satisfactory to NCTD upon execution of this Agreement.
16.20 Counterparts. This instrument may be executed in any number of counterpart copies, each
of which co unterpart copy shall be deemed an original for all purposes.
IN WITNESS WHEREOF, the parties have signed below, effective as of the Effective Date, by their duly
authorized representatives.
NCTD:
North County Transit District
By: J
Name: Tracey Foster
Title: Chief Development Officer
Legality
231.40-0618-PL-CMWD
LICENSEE:
Carlsbad Municipal Water District
APPROVED AS TO FORM
Celia A. Brewer, City Attorney
By.~(;~~~~~ Asst/Deputy City Attorney
City of Carlsbad, CA
10
June 26, 2018 Item #17 Page 14 of 20
~HPO '
~ if
~I
~,~~~~~:~~ ---~i l
RWGV SEENOTE7
5'-6.MIN
S~ENOTES
EXHIBIT A
3o·sTEELCASINGPIPEWrTl1
MINIMUM TI-'IICKNESS OF OA69"
i
~I
~
RECEIVING '" 4D[:
RWGV SEENOTE7
!:!QI§:.
1. JACICINO ANO RECEIVING PITS ARE SHOWN FOR REFERENCE ONLY. CONn:tACTOR SHALL BE RESPONSIBLE FOR ACTUAL LOCATION AND OiMENSIONS OF JACKING ANO RECEIVING PITS. SEE
SPECIFICATIONSSECTION15125
2. CONTRACTOR SHALL POTHOLE ALL EXISTING UTILITIES ANO CONFIRM THEIR DEPTHS PRIOR TO
INSTALI.ATION OF JACklNO & RECEIVING PITS ANO CASING. CONfflACTOR SHALL SUBMITlNFORMATION
TOENGINEERANDINFORMENGINEERIFTHEREAREANYINTERFERENCES. 3· ~~l~~~R:~; :;;~~' ;~g~z~t~~~:;t;~;.tgi:THREtc~~~~ei~t~F~:~u:~~~~~~EgFA~iy
INTERFERING ABOVE GRADE APPURTENANCES OR UTILITIES PRIOR TO INSTALLATION OF BORE PITS
AND CASING.
4. SHORING FOR JACKING ANO RECEMNG PIT SHALL BE DESIGNED, SIGNED AND ST ... MPED BY A CML OR STRUCTURAL ENGINEER REGISTERED IN THE $TATE OF CALIFORNIA. CONTRACTOR SHALL BE
RESPONSIBLE FOR i\LL ON SITE SAFETY CURING CONSTRUCTION
5 EXTEND STEEL CASING i\ MINIMUM DISTANCE OF 30'..0-FEET FROM CENTERLINE OF THE OUTSIDE
TRACK ... ND LOCATE i\ MINIMUM OF 5'-6· FROM me BASE OF me RAILROAD RAIL TO me TOP OF THE
CASING.
6 COORDINATE SHUTDOWN OF EXISTING POTABLE WATER PIPELINE wrrn CMWO i\T LEAST n'>'O WEEKS
PRIOR TO CONSTRUCTION. MAINTAIN EXISTING 12• ACP WATER IN SERVICE DURING CONSTRUCTION.
PROVIDE TEMPORARY HIGH,LINE IF NECESSARY. IF 12.WATER IS HIGH-LINED, PERMANENTLY REINSTALL 12'" PVC. PER OETAll 3 ON OWG C-03, IN ORIGINAL LOCATION UPON COMPLETION OF WORK.
COORDINATE SHUTDOWN OF EXISTING POTABLE WATER PIPELINE Wlm CMWO AT LEAST n'>'O WEEKS
PRIOR TO CONSTRUCTION
7. ...CCESSIBLE EMERGENCY SHUT-OFF VALVES SHALL BE INST ... LLEO WITHIN EFFECTIVE DISTi\NCES ON
EACH SIDE OF THE RAILROAD ANO MARKED w1m SIGNS FOR IDENTIFICATION. FULLY RESTRAIN GATE VALVESWITHFCA'S
8. CONTACT SDG&E TO RE OU EST ELECTRICAL CONDUIT RELOCATION FOUR WEEKS PRIOR TO CONSTRUCTION i\ND UPON RECEIVING FAVORABLE REVIEW OF TRENCH LESS CROSSING Pl.AN PER THE
REQUIREMENTS OF SECTION 15125
10. PRIOR TO EXCAVATION ACTIVITIES, CONTACT GAS TRANSMISSION OF SDG&E. 12" HIGH-PRESSURE GAS ~~~ ~~1~U57~.~i;\i;~~~D. STANDBY REQUIRED. NQ MECHANICAL OIQQINQ. HANO EXCAVATION
~-C~:~:t~~~~et~~~~;~~l~~T:lau1REMENTS:
a. TRACK ELEVATION MONITORING SURVEY SHALL BE PERFORMED BY A PROFESSIONAL SURVEYOR
ORSURVEYINGFIRMLICENSEDINTHESTATEOFCALIFORNIA
b. SURVEY SHALL BE PERFORMED AT DESIGNATED POINTS ON THE EXISTING RAIi c. FIVE (S) SURVEY POINTS SHALL BE TAKEN AT BOTH MAIN TRACK 1 (MT-1) i\ND MAIN TRACK :2 (MT·2i d. :J;::; :1~~ r:~i=~~::~N;i POINTS ON THE MAIN TRACI( RAIL.
t. ONE (1) SURVEY POINT SHALL BE TAKEN AT CENTERLINE OF BOTH MT-1 ANO MT-2, DIRECTLY ABOVE !~~:~i:.?~~~ ;:~=:~~L::1;~~s;,~~Lg:~~NEOd:~~~~o:u~~~~714;~D FOUR (4) TAKEN ·---· f. INITI ... L TRACK ELEVATION MONITORING SURVEY SHALL BE PERFORMED PRIOR TO CONSTRUCTION TOCREATEABASELINEELEVATION
1·~10·
' ' PROFILE
g. ~~:~~~E~;~:~~c~~t;~ON MONITORING SHALL BE PERFORMED WEEKLY THROUGHOUT THE
h. POST CONSTRUCTION TRACK ELEVATION MONITORING SURVEYS SHALL BE PERFORMED AFTER CONSTRUCTION COMPLETION, ON me DAY OF COMPLETION: n'>'O 12JWEEKS ... FTER COMPLETION.
AND FOUR (4)WEEK AFTER COMPLETION
2 SURVEY MONITORING DELIVERABLES TO NCTD:
a. EXHIBIT INDIC ... TING PROPOSED SURVEY POINTS FOR NCTO REVIEW AND APPROVAL, PROPOSED
~;~~°,.~Tg:;~;:~AE~~:~~!~~i~::~:g~~t·R~Ni~~M:i:~: NAME AND LK:ENSE
b. PRE,CDNSTRUCTION TRACK ELEVATION MONITORING DATA FOR NCTD REVIEW ANO APPROVAi
c.. ;;'YE~~~~ TRACK ELEVATION MONITORING SURVEY Oi\TA OURING CONSTRUCTION. TO BE ACCEPTED
~~·--1----------: .... -----' 11 I I I
c-~-=,w-=--=---=-c,,;,=.-==..:-:::c;.,;=-~;:-,~ t--j -= 3 ~ ,oo 11 11 I I I \ !
-··w,o-----·--·1:,r,-.. ---.·•l'•''
II~ -)1-<1".----:.·,1r;;----,·,<F·o-
1 ll j-1 , ----t-
-0 I 1J5LFOFTRENCHLESSINSTi\LLATION \ IN ACCORDANCE WITH NCTD
STANDARDS
CANNON ROAD
--.-._,"\!S.=,..-_.::::-:::::":::-.. _:::_"·:s
:l _, __
PLAN
-T-j-..
d. POST CONSTRUCTION TRACK ELEVATION MONITORING SURVEY DAT A, AT COMPLETION OF
a. ~~t!~~~~~o~HA~~oB;;::e~!~~· :~~~~g :YE!~fc~NTSEERO ~~::~~CR~PTED BY NCTO.
3. WORK PERFORMED WliljlN THE NCTD RIGHT-OF-WAY REQUIRES BOTI-1 AN NCTO ISSUED PERMIT FOR
• :i;::1!~~:HEO:~~T~~~:T~~F~~~~~ ~~gU~~~~~~o.:;;;~~lJ~~D~~~~~~~:~\:i:;~;NEL
PROTECTION(RWP)TRAININGCERTIFICATION.
14+00
I [ ,,-I ~12'x12'RECEIVING II\ I \ . ---PITSEENOTE1 ...... ---I -[-----~~ --E--\I
__ ----fl--.. -·-E-1--· E;-DSTEELCASING "' 1l
STA13+69.27
"RECORD DRAWING"
PROPOSED TUNNEL I I N1 99~016,89 ...... ;;__ I
\ E6230602SS -J"
l;~-·=. =1··~~~ ~~~~=~ __ j~~-~-1=-~~~~-=c=-=~E-~--==~~ [i]i CITY u2Xes~1~11riJ
__ ____J 1 .. _ MPROV ME/Ir P1..Af/ FOR: -,... ·-r--.'-...' ~· ·-.... \_ . SEGMENT2CANNONROAD
... I ~ ~•"-!'-I NCTD RR TUNNEL XING PLAN AND PROFILE FINAL
DRAFT
NOT FOR
CONSTRUCTION
~------•-__ .___.. -'ECYCI.EDWATERPHASEIIIPIPELINEEXPANSIONSEGMENT5
658-676-7500 I ACCEPTED BY: lIRRY SMllH I
.~DISTR~IC~T~~~O~NE~ffi~-----4~f;8 .
[}ATE{yinAL I DATE I N™ I ~~o B~~ ~ I PROJECT NO. I DRAWING NO. I D1HER APPROVAL ACCEJ>lED RV'lr'D BY: J.QlL . 5208·8 . 508·6 SAAAHWIWAMS 4_M018
PRo.ECTM~AGER DATE RE\llSION DESCRIPTION
June 26, 2018 Item #17 Page 15 of 20
CONTACT GROUTING SHALL BE
USEOTOFILLANYVOIOSCREATEO
TUNNE~~1~:~fE~~Ti~N1~~2~
JO"STEELCASING
SEENOTEZ.3AN06
CASING SPACER
PER SPECIFICATION SECTION15125
SECTION
JO"STEELCASING
SEENEJTES2.3AN06
EXHIBIT B
CASING ELEVATION
NOTES ~TRAINALLJOINTSOFTHECARRIERPIPEWITHINCASING.
2. EXTEND STEEL CASING TO A MINIMUM DISTANCE OF 30'-0'" FROM THE CENTERLINE OF Tl-IE OUTS I OE TRACK ANO LOCATE 5'-6" FROM THE BASE OF THE R.o.lLROAO RAIL TO THE TOP OF
THEC.O.SING,ASSHOWN
3· ~~~~p~:~TER1~:;~o~~~-~:~EBOE ~~~~~~~~~~~~i;;~~1i~~~:~PA8LE OF
WITHSTANDING RAILROAD LOADING.
• PLASTICCARRIERPIPEWILI.BEUTILIZED.ALLOWABLEPI.ASTICCARRIERPIPE!-1.o.TERIAL
INCLUDES THERMOPLASTIC ANO THERMOS ET PLASTIC PIPES
5 ACCESSIBLE EMERGENCY SHUT-OFF VALVES SHALL BE INST.O.LLEO WITHIN EFFECTIVE
DISTANCES ON EACH SIDE OF THE RAILROAD ANO MARKED WITH SIGNS FOR IDENTIFICATION.
6. STEEL CASING SHALL HAVE A MINIMUM YIELD STRENGTH OF 35,000 PSI WITH MINIMUM 0.~69"
JACK AND BORE CASING DETAIL
BANDING STRAPS PER
SPECIFICATIONSECT!ON15\25
ENDSEALPERSPECIFIC.O.TION SECTION15125
NCTDGENERALNOTES
1 IN CASE OF EMERGENCIES AND FOR TRACK AND TRAIN SAFE1Y CALL NORTH COUNTY TRANSIT DISTRICT (NCTO) 24'7
OPERATIONSCONTROLCENTERAT(760)967-2821
2 ~~;A;~~:~:~ ~RP~l~:~Ee;~~~:scu;io~~:~~:T~~~i~~~~~;~ ;oNRt:sr;;~~~~:;-~::~~~l~g~~~;TOR) SHALL
RIGHT-OF-WAY (ROWJ AND OTHER NCTD ORDINANCES, RULES ANO REGULATIONS. THE CONTRACTOR SKALL COMPLY Wlrrl ALL
APPLICABLE LAWS AND REGULATIONS OF THE FEDERAL, STATE. COUNTY, LOCAL GOVERNMENTS ANO All AOMINISTFV,TIVE
AGENCIES WHICH MAY HAVE JURISDICTION OVER THE CONTRACTOR'S WORK OR WORK AREA
3 ALL PERSONNEL ENTERING THE f!AILROAO ROW SHALL COMPLY WITH NCTO SAFETY REQUIREMENTS. FAILURE TO COMPLY
SHALL BE GROUNDS FOR TERMINATION OF WORK ANO REVOCATION OF THE RIGHT TO ENTER NCTO'S ROW.
4 NO WORK SHALL BE PERFORMED WITHIN THE RAILROAD ROW WITHOUT A ROE PERMIT (PERMIT) AND/OR ACCESS
AUTHORIZATION (AA), ASAPPLICA8LE. SE.E NCTO'S WEBSITE ATGONCTD.COM/WORKING-AROUND-THE--RAILS (OR GONCTD.COM/ROW) FOR INFORMATION ON ACCESSING ANO WORKING ON THE RIGHT-OF-WAY.
5 THE CONTRACTOR SHALL ADHERE TO ALL REQUIREMENTS SET FORTH 8Y NCTD. n-lE PERMIT. n-lE AA. PROJECT Pl.ANS AND :::i;t~;~~~~it;~ ::~~:Ls~;~:A~~:~R~~iRM~~EMPLOYEE-IN-CHARGE (EiC), FAJLURE TO COMPLY MAY RESULT IN
6. PRIOR TO ENTERING ONTO THE ROW AND AT THE CONTRACTOR'S EXPENSE. ALL PERSONNEL WORKING IN OR AROUND THE ROW, INCLUDING SUBCONTRACTORS AND THIRD PARTIES, MUST COMPLETE NCTD ROADWAY WORKER PROTECTION (RWPJ
TRAINING COURSE. RWP TRAINING IS PROVIDED BY NCTO'S RAIL CONTRACTOR. BOMBARDIER. CONTACT INFORMATION IS SUBJECT TO CHANGE -PLEASE SEE NCTO'S WEBSITE AT GONCTO.COMIROW FOR CURRENT CONTACT INFORMIITION
7 ALL PERSONS ENTERING THE RAILROAD ROW SHALL HAVE THE RWP STICKER AFF!XEO TO THEIR HARD HAT ANO RWP BADGE IN
THEIR POSSESSION
8. NCTD RAILROAD FLAG PROTECTION (FI.AGGING) IS REQUIRED FOR WORKING IN n-lE ROW. ONLY AN NCTO AUTHOR!ZEO
RAILROAD FI.AGMAN (RAILROAD FLAGMAN/EiC) IS PERMITIEO TO PERFORM RAILR0.0.0 FLAGGING OPER.O.TIONS Wlll-ilN THE RAILROAD RIGHT-OF-WAY. NO MEN OR EQUIPMENT SHALL BE ACTIVELY WORKING. PARKED OR STATIONARY WITHIN THE ROW
WITHOUT PRIOR APPROVAL FROM TliE RAILROAD FLAGMAN/EiC).
g THE RAILROAD FLAGMAN/EiC HAS SQI.E RESPONSIBILITY TO PROTECT THE RAJLROAO INFR.o.STRUCTURE .O.NO OPER.o.TIONS. AT ALL TIMES THE CONTRACTOR SHALL FOLLOW THE RAILROAD FLAGMAN/El C'S DIRECTION.
10. ~~~~~E1:;:Eo:~oig:;!~c~~~~ ~g~~'0"R~T~'i ~g~:~~:~:0~~~~7gi_i~6~::~T~~I~ ~UE~;g~~~L~~oN:E. SEE
REQUESTING RAILROAD FLAGM.O.N SERVICES WITH ADEQUATE NOTICE TO MEET CONTR.O.CTOR"S CONSTRUCTION SCHEDULE.
11 NCTO UTILITIES WITHIN THE NCTO ROW ARE NOT PART OF DIG ALERT/ C.O.LL BEFORE YOU DIG (8111. NCTO RAILRO.O.D UTILITIES
MUST BE MARKED OUT BY NCTO"S R.o.lL CONTRACTOR, BOMBARDIER. CONTRACTOR MUST REQUEST NCTD M.O.RK OUT FROM ~~~:~i~i::T1~~~~~;~~i:T~~ f~~~~;~NOG c
0
H':::G~E."it~~~:~~~~0;:B~7:r~izr ~~N~;~~i~~~~Atc°u~~~NT
U. ~~:;:;~g: ~~i~~~~;ACT DIG ALERT/CALL BEFORE YOU DIG (81 I) BEFORE ANY EXCAVATIONS OR GRADE LEVEL
13. THE CONTRACTOR SH.O.LL PAY ALL COSTS ASSOCIJ\TED WITH RWPTRAINING. FLAGGING, M.O.RK OUT INSPECTIONS, ANO
1•. THE CONTRACTOR SH.O.LL MAKE THE NECESSARY ARRANGEMENTS FOR EACH EOIJlPMENTOPERATOR TO 1-11\VE R.0.010 COMMUNICATlotJS WITH THEIR FOREMAN AND RAILROAD FLAGMAN/EiC AS ESTABLISHED AND REQUIRED PER NCTO RWP
TRAINING.
15. THE CONTRACTOR SI-IJ\LL HAVE THE PERMITTED ST.O.MPED SET OF PLANS ON-SITE. WORK WILL BE TERMIN.O.TEO BY Nero
16. IF APPLICABLE • .O.LL WORK ON OR ADJACENT TO THE SAN DIEGO TROLLEY SHALL ALSO .O.DHERE TO METROPOLITAN TR.o.NSIT
SYSTEM(MTS)REOUIREMENTS.
11. :~~~I~~~,!~~~~~~~!~~ u;;;i~;T::~~~R::1~~~~~~ptoo:Tc~~~~:sB:~~EKl~;N~ i~~E;;~:o~AR~Ji;;~~·R~~o
OF TIME.
18. THE CONTR.O.CTOR SHALL CONTACT NCTO 72-HOURS IN AOV.O.NCE FOR ANY INSPECTIONS REQUIRED IN THE PER~IIT ANO/OR ACCESS AUTHORIZATION.AS APPLICABLE.
111, UPON PROJECT COMPLETION THE NCTO ROW SHALL BE LEFT IN AS GOOD IF NOT BETTER CONDITION AS PRIOR TO TliE ST.O.RT
OF THE PROJECT. THE CONTRACTOR SHALL RESTORE ALL DISTURBED OR 0.0.MAGED AREA ANO FAC!LITIES .O.S APPROVED BY NCTO A THE CONTRACTOR'S EXPENSE
21. THE CONTRACTOR. AT HIS SOLE COST. SI-IJ\ll 8E SOLELY RESPONSIBLE FOR THE NECESSARY PHYSICAL SECURIT'l" OF HlS
PERSONNEL, AGENTS, SUPPLJERS, FACILITIES, MATERI.O.LS, EQUIPMENT, .O.ND OF THE WORK SITE.
22. CONTRACTOR TO CONTACT BOMBARDIER PRIOR TO START OF WORK TO SCHEDULE RAIL INSPECTIONS ON THE DAY ANY
WORKTAKESPLACEONTHETR.O.CKS "
AUTO-S2M
WORKER'S COMP -STATUTORY EMPI.OYER'StlABILITY·$1M
RPL:$3M/$6M
2•. NAME NClO AS ADDITIONAL INSURED. AS FOLLOWS: NORTH COUNTY TRANSIT DISTRICT, AMTRAK, METROLINK, BNSF. P.O.CIFIC
SUN {WATCO), BOMBARDIER TRANSPORTATION HOLDINGS, USA, INC.; AND THEIR RESPECTNE DIRECTORS, OFFICERS, EM~~~~~c;~~~~~~itNO GENTS
ATIN:REALEST.O.TEDEPARTMENT NORTHCOUNTYTR.O.NSITOISTRICT
810MISSIONAVE
"RECORD DRAWING"
REVIEWED BY:
'!'IS!:'~~~ -----;;;;;.-I I C-10
fsHEETl I CITY OF CARLSBAD I r9<EETS
1 l--!---+-------------1----+--+--.._---ILJQ_J_ UllUTlES Ol't1S!ON . 128
IMPROVEMEI/TPU.NFOR;
FINAL
DRAFT ~ea::11-----l-1-+1-------------l-1----l1----l-1----,1..__,I, ECYCLEDWATERPHASEI/JPIPEL/NEEXPANSIONSEGMENT
9685 GRANITE RlQCE ORI',"{, stJllE 210 - . • . • • • -1 ,\CCEPTED BY: lERRY SWITH I ~~~~~D ~
SEGMENT 2 CANNON ROAD JACK & BORE DETAILS
NOT FOR
CONSTRUCTION 4fil20IB REV1S10N DESCRIPTION
DISTRICT ENGINEER D,\TE
D'MII BY: ::.&11:L.· 1 PROJECT NO. -·11DRAYl'ING NO.
1-1_:e:'._"-'"--'.!..__-""'"''.'.'."-"-. I-I "'"'"-''._--''"''.'.__"'"="-Ill:?'~~~~ 5208-B 508-6
June 26, 2018 Item #17 Page 16 of 20
NORTH COUNTY m.;:-<Q
TRANSIT DISTRICT -
EXHIBIT C -INSURANCE REQUIREMENTS
Without limiting License's indemnification of NCTD as provided herein, Licensee shall provide and
maintain at its own expense during the term of this License the below listed and described policies of
insurance covering its operations hereunder. Evidence of such insurance satisfactory to NCTD along with
required endorsements will be delivered to NCTD concurrent with execution of this License. Such
evidence shall include certificate of insurance (Accord Form 25-S or equivalent). All evidence of insurance
shall be issued by a properly authorized officer, agent or qualified representative of the insurer and shall
certify the names of the insured, any additional primary insureds, where appropriate, the type and amount
of the insurance coverage, the location and operations to which the insurance applies and the expiration
date.
1. Commercial and General Liability: Licensee shall provide and maintain the following commercial
and general liability insurance:
A. Coverage for commercial general liability insurance shall be at least as broad as the Insurance
Services Office Commercial General Liability (occurrence form CG 0001) coverage.
B. Licensee shall maintain limits of no less than two million dollars ($2,000,000) per occurrence and
four million dollars ($4,000,000) aggregate limits for bodily injury, personal injury and property
damage, including injury or damage. The general liability policies are to be endorsed to contain
the following provisions:
a. NCTD, its Board of Directors, officers, employees, agents and volunteers are to be covered
as additional insureds as respects liability arising out of the Right-of-Way licensed by
Licensee. The coverage shall contain no special limitations on the scope of protection
afforded to NCTD, its directors, officers, employees, agents and volunteers.
b. For any claims related to this License, Licensee's insurance shall be primary insurance as
respects to NCTD, its Board of Directors, officers, employees, agents and volunteers. Any
insurance, pooled coverage or self-insurance maintained by NCTD, its directors, officers,
employees, agents and volunteers shall not be contributory.
c. Licensee's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
d. The liability insurance shall indemnify the Licensee and its contractors against loss from
liability imposed by law upon, or assumed under contract by the Licensee or its contractors
for damages on account of such bodily injury (including death), property damage, personal
injury and completed operations and products liability.
e. Any failu re to comply with reporting or other provisions of the policies including breaches
of warranties shall not affect coverage provided to NCTD, its Board of Directors, officers,
employees, contractors, agents or volunteers.
f. The insurance shall be provided on a policy form written by underwriters through an agency
satisfactory to NCTD, which includes a cross-suit clause, and covers bodily injury and
property damage liability, owned and non-owned vehicles and equipment, blanket
contractual liability and completed operations liability.
June 26, 2018 Item #17 Page 17 of 20
NORTH COUNTY -...,:-4i
TRANSIT DISTRICT -
2. Railroad Protective Liability:
A. The Licensee shall obtain a railroad protective liability policy for work done within fifty (50) feet of
railroad tracks. The standard limits shall be three million dollars ($3,000,000) per occurrence limit
and six million dollars ($6,000,000) aggregate. NCTD reserves the right to increase these limits,
depending on the scope of work related to the License.
B. All work requiring railroad protective liability insurance shall name in the endorsement and
schedules as additional insureds the following entities, including their directors, officers, agents
and employees as their interests may appear:
a. North County Transit District (NCTD)
b. Burlington Northern Santa Fe Railway (BNSF)
c. National Railroad Passenger Corporation (AMTRAK)
3. Automobile Liability: Coverage for automobile liability insurance shall be at least as broad as
Insurance Services Office Automobile Liability Coverage (Form CA 0001 ). Limits shall be not less
than two million dollars ($2,000,000) for bodily injury and property damage each accident limit from
automobiles owned, leased, hired or borrowed by Licensee. The insurance shall indemnify against
loss from liability imposed by law for damages on account of bodily injury, property damage, and
personal injury. The automobile liability policy shall cover all owned, non-owned, leased and hired
automobiles.
4. Workers Compensation and Employer's Liability: Licensee and its contractors and assigns shall
cover or under the applicable statutory California State or Federal laws relating to workers'
compensation insurance, all of their employees working on or about the Right-of-Way, and Licensee
shall defend, protect and hold harmless NCTD, its Board of Directors, officers, employees, agents
and volunteers from and against all claims, suits, and actions arising from any failure of the Licensee
or any of Licensee's contractors or assigns to maintain such insurance.
A. Licensee shall provide employer's liability insurance in the amount of one million ($1,000,000) per
occurrence for bodily injury and disease.
B. Licensee shall provide NCTD with a certificate of Workers' Compensation and Employer's liability
insurance coverage.
C. Such insurance may include an insurer's waiver of subrogation in favor of NCTD and will be in a
form and with insurance companies reasonably satisfactory to NCTD.
5. OPTIONAL (As required by Risk Dept.) Property Insurance: Licensee shall maintain property
insurance covering the full replacement cost of Licensee's personal property, fixtures, equipment,
and improvements against the hazards offire, extended coverage/vandalism and malicious mischief,
flood and other property-related losses. Deductible limits should be no more than five thousand
dollars ($5,000). However, NCTD reserves the right to modify deductible limits.
6. All policies required shall be issued by insurance companies who are rated not less than "A VII" by
the latest A. M. Best Company Key Rating Guide, who are authorized to transact business in
California.
2
June 26, 2018 Item #17 Page 18 of 20
NORTH COUNTY -..;:_-<IQ
TRANSIT DISTRICT -
7. NCTD makes no representation that the limits or forms of coverage of insurance specified in this
section are adequate to cover Licensee's property or obligations under this License. NCTD reserves
the right to raise or lower limit requirements at the time of request, based upon the scope of work.
8. Prior to execution of this License, Licensee shall file with NCTD a certificate of insurance signed by
the insurer's representative. Such evidence shall also include confirmation that coverage includes or
has been modified to include required provisions as set forth herein. Licensee shall upon the
reasonable demand of NCTD, deliver to NCTD such policy or policies of insurance. Each insurance
policy required by this clause shall state or be endorsed to state that coverage shall not be amended
or cancelled, except after thirty (30) days prior notice by U.S. mail has been given to NCTD.
9. If any insurance coverage is canceled or reduced, Licensee shall, within ten (10) days after receipt
of written notice of such cancellation or reduction of coverage, file with NCTD a certificate showing
that the required insurance has been reinstated or provided through another insurance company or
companies, and said policy shall be submitted for approval as herein provided. At least fifteen (15)
days prior to the expiration of any such policy, a certificate, showing that the insurance coverage has
been renewed or extended, shall be filed with NCTD.
10. Every contractor or subcontractor of Licensee entering upon, using or performing any work upon the
Right-of-Way by or on behalf of Licensee shall provide evidence of insurance required herein prior to
entering upon the Right-of-Way.
11. NCTD reserves the right to increase the limits for the insurance required herein to amounts
recommended by NCTD's insurance risk manager or insurance representative.
12. Notwithstanding any other provision of this License, Licensee may self-insure for any risk set forth in
this section in the manner and to the extent that Licensee self-insures for similar risks with respect to
its operations, equipment and property. The manner in which such self-insured is provided and the
extent of such self-insurance shall be set forth in a letter of self-insurance, delivered to NCTD and
signed by an authorized representative of Licensee, which fully describes the self-insurance program
and how the program covers the risks set forth herein. Insurance provided by a joint powers authority
or insurance pool shall be considered self-insurance for the purpose of this paragraph. If, at any time
during the term of this License, Licensee elects not to self-insure, Licensee shall comply with all
applicable provisions herein to the extent Licensee does not so self-insure. NCTD reserves the right
to request Licensee financial statements for review prior to accepting self-insurance limits.
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June 26, 2018 Item #17 Page 19 of 20