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HomeMy WebLinkAboutItem 8.1 EBRPD SublicenseAgmt DC 1' TY CLERK File # 0600-40 AGENDA STATEMENT CI'TY COUNCI'L MEETTNG DATE: May 6~ 2003 SUBJECT: Sublicense Agreement between the City of Dublin and the East Bay Regional Park District (EBRPD) Relating to a Segment of the Iron Horse Regional Trail Between Alamo Creek and the Dublin/Pleasanton BART Station Report Prepared by: Lee S. Thompson, Public Works Director ATTACHMENTS: 1) Resolution Approving Sublicense Agreement and First Amendment to 1995 Sublicense Agreement 2) Sublicense Agreement for the Iron Horse Regional Trail 3) First Amendment to the 1995 Sublicense Agreement RECOMMENDATION: Adopt resolution approving (a) the Sublicense Agreement between ~,,~ ~ ~: the City of Dublin and the EBRPD relating to a segment of the Iron / ~:~J' Horse Trail between Alamo Creek and the DublinfPleasanton BART Station owned by Alameda County, and (b) the First Amendment to the 1995 Sublicense Agreement between the City of Dublin and the EBRPD to include the segment of the Iron Horse Trail owned by Zone 7 and built by Shea Homes FINANCIAL STATEMENT: Approval of the Sublicense Agreement and First Amendment to the 1995 Sublicense Agreement will convey maintenance of the 20-foot wide corridor of the Iron Horse Trail to the EBRPD. The remaining area of Alameda County's fifty-foot right-of-way will still be maintained by Dublin. The cost to maintain this area (other than the portion EBRPD will be required to maintain) is approximately $1,000 to $2,000 per year for weed control and litter pick up. This is being funded with General Fund monies. DESCRIPTION: In December 2002, the Council approved the license agreement between the City of Dublin and Alameda County relating to a portion of the Iron Horse Trail between Alamo Creek and the Dublin/Pleasanton BART Station. The Council also approved Modification No. 3 to the 1987 license agreement with Zone 7 which added the segment of the Iron Horse Trail built by Shea Homes adjacent to the Park Sierra Apartments. In addition, the Council directed Staff to finalize a sublicense agreement with the EBRPD that would delegate maintenance of the Trail to the EBRPD. COPIES TO: EBRPD ITEM NO. __~Ol g:kniscproj\ironhors\agst sublicense agmt eb~pd.doc The EBRPD currently has a sublicense agreement with Dublin to maintain the portion of the Iron Horse Trail (owned by Zone 7) from the north Alameda County Line to its junction with Alamo Creek, located south of Amador Valley Boulevard. The segment of the Iron Horse Trail built by Shea Homes near Park Sierra Apartments, which is now owned by Zone 7 and included as Modification No. 3 to the 1987 license agreement with Zone 7, will be incorporated as the First Amendment to this sublicense agreement. However, a new sublicense agreement between Dublin and EBRPD is required to convey maintenance responsibilities to the Park District for the segments of the Trail owned by Alameda County between Alamo Creek and the Dublin/Pleasanton BART Station. The sublicense license agreement between the EBRPD and Dublin gives the EBRPD a license over the twenty-foot wide area of the Trail for maintenance, repair, reconstruction, removal, weed abatement and use of the Iron Horse Trail. Dublin will continue to maintain the additional 30 feet all along the boundary of the County property, to include disking and mowing of the slopes with wildflower plantings and routine maintenance such as litter pickup. This cost is estimated at $1,000 to $2,000 per year. Moreover, the sublicense agreement acknowledges that Dublin has existing plans to extend Scarlett Drive from Dublin Boulevard to Dougherty Road and that the Scarlett Drive Extension project will have impacts on the Trail. The sublicense agreement also states that the EBRPD and Dublin will work cooperatively to accommodate the Scarlett Drive Extension project, the Iron Horse Trail and Alameda County's primary use of the property. Staff recommends that the City Cotmcil adopt the resolution approving a) the Sublicense Agreement between the City of Dublin and the EBRPD relating to a segment of the Iron Horse Trail between Alamo Creek and the Dublin/Pleasanton BART Station, and b) the First Amendment to the 1995 Sublicense Agreement between the City of Dublin and the EBRPD to include the segment of the Iron Horse Trail built by Shea Homes near the Park Sierra Apartments. RESOLUTION NO. - 03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVAL OF SUBLICENSE AGREEMENT BETWEEN THE CITY OF DUBLIN (CITY) AND THE EAST BAY REGIONAL PARK DISTRICT (EBRPD) RELATING TO A SEGMENT OF THE IRON HORSE REGIONAL TRAIL BETWEEN ALAMO CREEK AND THE DUBLIN/PLEASANTON BART STATION WHEREAS, Alameda County and the City entered into a License Agreement on December 3, 2002, that gave the City a license over the fifty-foot wide property of the County for maintenance of the Iron Horse Trail between Alamo Creek and the Dublin/Pleasanton BART Station and allows assignment of the right of the license to the EBRPD; and WHEREAS, the Council has directed Staff to finalize a Sublicense Agq'eement with the EBRPD that will delegate maintenance of the twenty-foot wide Iron Horse Trail between Alamo Creek and the Dublin/Pleasanton BART Station, and WHEREAS, the EBRPD and the City entered into a Sublicense Agreement on August 8, 1995, to maintain the portion of the Iron Horse Trail owned by Zone 7 from the north Alameda County Line to its junction with Alamo Creek; and WHEREAS, the segment of the Iron Horse Trail near the Park Sierra Apartments built by Shea Homes and now owned by Zone 7 will be incorporated as the First Amendment to the EBRPD sublicense agreement; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin, by adopting this resolution, hereby approves the Sublicense Agreement between the City of Dublin and the EBRPD relating to a segment of the Iron Horse Trail between Alamo Creek and the Dublin/Pleasanton BART Station. BE IT FURTHER RESOLVED that the City Council of the City of Dublin, bY adopting this resolution, hereby approves the First Amendment to the 1995 Sublicense Agreement between the City of Dublin and the EBRPD to include the segment of the Iron Horse Trail built by Shea Homes. BE IT FURTHER RESOLVED that the Mayor is authorized to execute the Sublicense Agreement and the First Amendment to the 1995 Sublicense Agreement. PASSED, APPROVED AND ADOPTED this 6th day of May, 2003. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G.' IMIS CPR OJilro SUBLICENSE AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE EAST BAY REGIONAL PARK DISTRICT RELATING TO A SEGMENT OF THE IRON HORSE REGIONAL TRAIL BETWEEN DOUGHTERY ROAD AND THE DUBLIN/PLEASANTON BART STATION THIS SUBLICENSE AGREEMENT is dated for reference this day of__., 2003 by and between the City of Dublin, a California municipal corporation ("City"), and the East Bay Regional Park District, a California special district ("District"). RECITALS A. The City is a party to a license agreement with the County of Alameda ("the County") entitled County of Alameda [Dublin-Pleasanton Transportation Corridor (Por.)] and City of Dublin [Iron Horse Trail] License Agreement, dated March 4, 2003 ("the License Agreement"). The License Agreement grants the City a license over certain property owned by the County within the City for the purposes of maintaining a public recreational trail. The License Agreement is attached as Exhibit A. B. The License Agreement at paragraph 13 specifically allows the City to transfer and assign the rights and obligations under the Licensee Agreement to the District, without the consent of the County. C. The District desires to operate its Iron Horse Regional Trail over approximately 20 feet the Trail that is the subject of the License Agreement. The District shall only be responsible for the maintenance and operation of the trail paving and trail-related improvements, such as entry structures, gates and fencing shown on Exhibit B, "Sublicense Area", attached hereto and made a part hereof. District shall not be responsible for, including, but not limited to, landscaping, or trail- related improvements not approved by District. D. The City, subject to the terms of this Sublicense Agreement, desires to transfer and assign certain rights and obligations under the License Agreement to the District, and the District, subject to the terms of this Sublicense Agreement, desires to assume certain of City's rights and obligations under the License Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. All capitalized terms that are not defined in this Sublicense Agreement shall have the meanings ascribed to them in the License Agreement. Section 2. Sublicense. Subject to the terms of the License Agreement and the following additional terms, the District hereby accepts certain rights and obligations accepted by the City for the purpose of maintaining a public recreational trail. These certain rights and obligations are pursuant to Item C of the recitals above. Section 3. Term. The term is this agreement shall remain in effect during the term of the License Agreement, unless earlier terminated by the City pursuant to section 5, 8 and 10 below. Section 4. County's Title and Superior Eights. District acknowledges the County's title in and to the Property and agrees not to assail or resist County's title. District further acknowledges that its rights to use the Property are subordinate to the County's uses of the property. District also acknowledges the County's right to suspend, limit, and revoke the District's use of the Trail. Should its right to use the Trail be suspended, limited, or revoke, District agrees that any costs associated with the District's inability to use the Trail shall be bornesolely by the District except for possible suspension of the Trail operations and/or relocation of the Trail pursuant to Section 7 below. Section 5. Abandonment and Termination, a. Abandonment. If the District fails to maintain any portion of the Trail to a level consistent with District standards as provided to its other recreational facilities, for a period in excess of sixty (60) days, City may send to District a written Notice of Belief of Abandonment. If District fails to commence appropriate maintenance of the Trail within 90 days following the delivery of said Notice to District, the Trail or the Portion of the Trail specified in the Notice shall be deemed abandoned by the District. b. Termination on Breach. If the District breaches any material term of this Sublicense Agreement and, after sixty (60) days' written notice from City to do so, District fails to correct or commence correction of said breach then City shall have the right to terminate this Sublicense Agreement. c. Termination for Reasonable Cause. In the event the County terminates the license agreement with the City, the City shall have the right to terminate this Sublicense Agreement with reasonable cause after District has had an adequate opportunity to evaluate the cause and work cooperatively with the City to find an alternate solution, upon sixty (60) days' prior written notice to the District. d. City's Rights on Termination or Abandonment. Upon abandonment or termination pursuant to this section, City shall have the right to require the District, within 90 days following abandonment or termination, to remove from the Property, or portion abandoned, at the District's sole expense, such portions of the Trail signs, markings, gates, fences, and bollards ("District Improvements"), installed by District or at District's direction. If the District fails to remove the District Improvements as required by this section, the City may remove the District Improvements at District expense, which District agrees to promptly pay on demand. Section 6. Approval and Inspection of Work. In addition to the requirement of section 11 of the License Agreement that the District obtain County approval for any construction work within the Property, District agrees in addition to obtain the City's approval for any such work and make all submissions to the City that it is required to make to the County under section 11 of the License Agreement. Section 7. Scarlett Drive Extension. District acknowledges that the City has existing plans to extend Scarlett Drive from Dublin Boulevard to Dougherty Road and that the Scarlett Drive Extension Project will have impacts on the Trail. District acknowledges City's right to realign the Trail in such manner as is reasonably necessary to accommodate the Scarlett Drive Extension Project. City and District agree to work cooperatively to accommodate the Scarlett Drive Extension Project and the continued operation of the Trail. The City shall have the sole Sublicense Agreement Between City of Dublin and East Bay Regional Park District 2 Iron Horse Regional Trail Between Dougherty Rd and Dublin/Pleasanton BART Station 620223.1 responsibility of all costs associated with the relocation or closure of the Trail associated with the Scarlett Drive Extension. The City shall work with the District to attempt to keep the Trail operational dudng construction of the Scarlett Drive Extension Project. The City agrees that the Scarlett Drive Extension Project will not eliminate a Trail connection through this area. Section 8. Maintenance and Operations. a. Patrol District will provide such patrol service as is consistent with District's standards as is necessary to prevent unauthorized use of the Trail and to protect the safety of the users or the Trail. District's failure to do so shall constitute a breach of this Sublicense Agreement and the License Agreement and justify their immediate terminations. b. Signage. District shall install and maintain appropriate information and warning signs. District shall also install and maintain signs designating permitted Trail uses by the general public, regulations governing such uses and specifically prohibiting operation of unauthorized motor vehicles. District shall not be responsible for any existing signs. c. Landscaping and Weed Abatement. District will keep the subject 20-foot Trail free from weeds and other vegetation consistent with District standards. d. Graffiti and Vandalism. District shall, at its own expense, promptly repair all damage to the Trail, Trail improvements, the Property, and to existing and future utilities on the Property caused by users of the Trail. District shall, at its own expense, consistent with District standards, promptly clean, repaint, or remove any graffiti placed by users of the Trail, on Trail improvements, within the Sublicense Area. e. Fencing and Trail Surface. District shall maintain, at its expense, all District-improved Trail-related features, such as entry structures, gates and fencing. District shall repave the Trail as would be required by normal and reasonable use. Pavement shall be maintained in a condition consistent with the standard throughout the Iron Horse Regional Trail. f. Drainage Facilities and Bridge Structures. The City shall perform all structural maintenance required by the License Agreement for bridges used as part of the Trail and drainage facilities necessary for Trail operations. Section 9. Indemnification. District shall indemnify, save, protect, defend and hold harmless City, its boards, officers, employees, agents and contractors from and against any and all loss, liability, expense, claims, costs, suits and damages, including attorney's fees, arising out of or connected with the Trail or its use by any person other than City and their officers, employees, agents or contractors. City shall indemnify, save, protect, defend and hold harmless District, its boards, officers, employees, agents and contractors from and against any and all loss, liability, expense, claims, costs, suits and damages, including attorney's fees, arising out of or connected with use of the Trail by City or City's officers, employees, agents or contractors. Sublicense Agreement Between City of Dublin and East Bay Regional Park District 3 Iron Horse Regional Trail Between Dougherty Rd and Dublin/Pleasanton BART Station 620223.1 Section 10. Insurance. District shall take out and maintain during the life of this License all the insurance required by this section and shall submit certificate for review and approval by City. No construction on or use of the Trail shall commence until such insurance has been approved by City. The certificates shall be on forms provided by City or the insurance carrier. Acceptance of the certificates shall not relieve District of any of the insurance requirements, nor decrease the liability of District. City reserves the right to require District to provide insurance policies for review by City. (a) Worker's Compensation Insurance. District shall take out and maintain Worker's Compensation and Employer's Liability Insurance for all of its employees on the Trail. District shall require any subcontractor to provide it with evidence of Worker's Compensation and Employer's Liability Insurance, all in strict compliance with California State laws. (b) Public Liability Insurance. District shall take out and maintain Comprehensive Automobile and General Liability Insurance that provides protection from claims which may arise from operations or performance under this License. District shall require any subcontractor to provide evidence of the same liability insurance coverages. The amounts of insurance shall be not less than the following: Single Limit Coverage applying to Bodily and Personal Injury Liability and Property Damage: $1,000,000 per occurrence. (c) Endorsements. The following endorsements must be indicated on the certificate: (1) City of Dublin, its board, officers and employees are additional insureds under the policy as to the work and operations being performed under this License; (2) The coverage is primary and no other insurance carrier by City will be called upon to contribute to a loss under this coverage; (3) The policy covers blanket contractual liability; (4) The policy limits of liability are provided on an occurrence basis; (5) The policy covers broad form property damage liability; (6) The policy covers personal injury as well as bodily injury liability; (7) The policy covers explosion, collapse and underground hazards; (8) The policy covers products and completed operations; (9) The policy covers use of non-owned automobiles; Sublicense Agreement Between City of Dublin and East Bay Regional Park District 4 Iron Horse Regional Trail Between Dougherty Rd and Dublin/Pleasanton BART Station 620223,1 (10) The coverage shall not be canceled nor materially altered unless thirty (30) days written notice is given to City. (d) Failure of Coveraqe. Failure, inability or refusal of District to take out and maintain during the entire term of this License any and all of the insurance as aforesaid shall at the option of City constitute a breach of this License and justify immediate termination of the same. (e) Self Insurance. District has the right and option to self-insure the requirements under this Section 10 upon written notice to City that District assumes the obligations in the place and stead of any insurance carrier, any reference to failure to coverage notwithstanding. In the event that District elects to self-insure, District shall provide to City a certificate or other evidence of self-insurance acceptable to City. Section 11. Notices. All notices or other writings required to be presented by this Agreement shall be deemed to have been made when deposited in the United States mail, registered or certified, postage prepaid, and addressed as follows: City of Dublin: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 East Bay Regional Park District: East Bay Regional Park District 2950 Peralta Oaks Court P.O. Box 5381 Oakland, CA 94605 Section 12. Exhibits. The following exhibits are attached hereto and made part of this Agreement by this reference: Exhibit A. County of Alameda [Dublin-Pleasanton Transportation Corridor (Por.)] and City of Dublin [Iron Horse Trail] License Agreement, dated March 4, 2003 Exhibit B. Map of Sublicense Area Sublicense Agreement Between City of Dublin and East Bay Regional Park District 5 Iron Horse Regional Trail Between Dougherty Rd and Dublin/Pleasanton BART Station 620223.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. CITY OF DUBLIN EAST BAY REGIONAL PARK DISTRICT Mayor General Manager ATTEST: APPROVED AS TO FORM: City Clerk District Counsel APPROVED AS TO FORM: City Attorney Sublicense Agreement Between City of Dublin and East Bay Regional Park District 6 Iron Horse Regional Trail Between Dougherty Rd and Dublin/Pleasanton BART Station 620223.1 EXHIBIT ,'A,, COUNTY OF ALAMEDA [Dublin-Pleasanton Transportation Corridor (Por.)] and CITY OF DUBLIN (Iron Horse Regional Trail) ('~ LICENSE AGREEMENT Real Property '(Unimproved) THIS LICENSE AGREEMENT made mhd entered into .this _tzqkh- day of ~c&~ _, 20013, by and between the COUNTY OF ALAMEDA, a political subdivis'ion of the State of California, hereinafter called LICENSOR , and the 'CITY OF DUBLIN, a municipal corporation, hereinafter referred to as "LICENSEE", WITNESSETH: That LICENSOR, for a good and ~aluable consideration but no fm-ther fee or charge, and' in farther consideration of the faithful performance and observance by LICENSEE of all of the terms and conditions herein contained, does hereby give to LICENSEE a ticense Over "the Property" as defined below, for the maintenance, reI~air, reconstruction, removal and use of a pubtic trail for the passage of pedestrians, equestrians and bicycles mud other non-mot0fzed vehicles only, together with the necessary appurtenances thereto. The License above-mentioned is ganted by LICENSOR and accepted by LICENSEE upon the following terms and conditions and LIC/6Nbl:m does' __t. ...... ~;,h 1 JCq'F. NSOR as follows: 1 PM/TC/Agrmt/C-Dublin/7~02 I. DEFINITIONS: As used in this License, "the Property" shall refer to that portion of the former Southern Pacific Transportation Company right of way in the City of DubLin, located between the north side of Interstate Freeway Route 1-580 mad 1525± feet north of Dougherty Road, more -particularly shown cross-hatched and outlined in red on Exhibit "A", attached hereto and made a part hereof including but not limited to, those existing improvements installed by LICENSOR between the north Side of 1-580 Freeway and Dougherty Road and Shea Properties as part of the development of that certain .multi-family development lmown as Park Sierra Apartments 1 mad 2 (Parcel Map 7157) in the City of Dublin between Dougherty Road and 1525± feet north thereof. As used in this License, 'the Trail" shall refer to a 30-foot wide area within "the Property" which may include, subject to LICENSOR's approval and inspection, an existing asphalt concrete path, shoulder, equestrian trail, fencing bollards, signage, drinking fountain(s) and other appropriate trail improvements and which are subject to additions thereto as hereinafter set forth in this agreement. 2. TIT!,E OF LICENSOR: LICENSEE hereby aclc~owledges the title of LICENSOR in andto "the vrop r[y and agrees never to assail or to resist said title. LICENSEE agrees that it has not acquired nor will it hereafter acquire any rights or interest in "the Property", nor does LICENSEE have nor will it obtain any fight or claim to the use of"the Property" l~eyond those specifically granted in this License. Notwithstanding the foregoing, LICENSOR aclmowledges that LICENSEE may in the future acquire fights to a portion of "the Property" for the LICENSEE's Scarlett Drive Extension Project, and that the'parties intend to cooperate on said project as set forth in Clause 12.. 3. TERM: Unless suspended or partially revoked as hereinafter set forth, this License to construct, operate and maintain a Trail to be used by the general pubLic shall terminate twenty-five (25) years from the date hereof. By mutual written consent of the parties hereto, it may be extended for an additional terms often (10) years each thereafter. 4. PRIMARY USE OF PROPERTY: a. "The Property" consists of a corridor, which LICENSOR or its desig-nees is in the process of developing for transportation, utility and other related purposes. Underground utilities facilities are already in place and it is anticipated that, in the future, a mass transportation S.,.+~..~ ?~t ~,qrtiticmal utiLitv facilities will be constructed on or installed in "the Property". Any and all rights granted or implied by this License shall be subordinated to the uses just mentioned, as well as to other uses of "the Property" made or pem~itted by LICENSOR. 2 PM/TC/Agrmt/C ~Dublin/7 -02 b. LICENSEE actmowledges that the uses just described constitute the primary uses of "the Property" and that LICENSEE's use of "the Trail" pursuant to this License is secondary m~d subordinate to said primary uses. LICENSEE shall not, at m2~y. time, use or permit the public .to use ,the Trail" in any manner that will materially interfere with or impair said primary uses of "the Property" including but not limited to LICENSOR's "License for the Construction and Operation of Telecommunications System on SpeCified County of Alameda Properties" (GST License), entered into in 1996. Ail rights granted to LICENSEE hereunder are subject to all existing and future rights, fight of way, reservations, franchises licenses and easements- m the Property , regardless of who holds the same, including LICENSOR's rights to use "the Trail" for any other purpose and all revenue generated by said uses shall belong.to LICENSOR. 5. SUSPENSION OR LIMITATI°N OF USE: LICENSOR' and its permittees shall haVe the right to suspend or to limit the use of"the Trail" by LICENSEE and the general public for a reasonable mn0unt of time for protection'of public safety, or for the construction, installation, operation, maintenance or repair of other facilities on or in "the Property". Should such suspension or limitation be necessary, LICENSOR shall provide LICENSEE thirty (30) days prior notice in writing, except in cases of emergency maintenance or repairs. Upon completion of any work by LICENSOR or its permittees within "the Property", LICENSOR shall restore the groined surface as nearly as possible to its pre-existing g-rade and shall restore any facilities or improvements installed by LICENSEE including, but not limited t©, fencing, paving, landscaping, bridges or drainage structures. . 6. REVOCATION: In the event the primary uses of "the Property" by LICENSOR or LICENSOR's permittees require some permanent use of a portion or portions of "the Property" which, by nature thereof, precludes LICENSEE's use thereof, LICENSOR may, upon s~x-month prior written notice, revoke this License as to the area required for such permanent primary use. LICENSOR shall supply LICENSEE with a map. or drawing identifying the area(s) as to which this License is so revoked. Prior to and during the six-month revocation period LICENSOR a~ees to actively work with LICENSEE to develop alternatives that, if possible, will accommodate both LICENSOR's primary use and LICENSEE's trail. In the event of such revocation, LICENSOR wilt make every reasonable effort to provide an alternate trail route upon "the Property". 7. MAINTENANCE AND LITTER: r~.,.4..~ ,he term of this License, LICENSEE shall maintah-~ consistent with z;ICmNSE s ~ .... ~' ~ err" including "the Trail" and "the Trail" surface, in a clean, safe and standards "the r'rop y , presentable condition, free from waste, litter, and other items incidental to trail use and leR by pmnties other than LICENSOR and its pen~aittees. As used in this section, the ten'n "litter" 3 PM/TC/A~rnt/C-DubIin/7 ~02 shall include, but not be limited to, paper, garbage, refuse, dead animals, tri~rn'ning and other items that detract from the neat and tidy appearance of "the Property". If LICENSEE fails to so maintain "the Prope. rty", then after (30) days' prior written notice specifying the needed work, LICENSOR may perform or hire the necessary work at the reasonable expense of LICENSEE, which expense LICENSOR agreeS to pay to LICENSOR upon demand. 8. INDEMNIFICATION: a) LICENSEE shall indemnifY, defend, protect, and hold LICENSOR harmless fi:om and againSi alt claims by reason of any injury to or death of any person and damage to may property, of any kind whatsoever arising out of, resulting from, or in any way related to the acts Or omissions of LICENSEE, its City Council, officers or employees (other than LICENSOR and its invitees). b) LICENSOR shall indemnifY, defend protect, and bold LICENSEE ha~nuless from and against all claims by reason of any injury to or death of may person and damage to any property, of any kind whatsoever arising out of, resulting fi:Om, or in any way related to the acts or omissions of LICENSOR, its Board of Supervisors, officers or employees · ~,, (other than LICENSEE and its invitees). 9. INSURANCE REQUIREMENTS: LICENSEE shall talze out and mainta/n during the life of this License all the insurance required by this section mad shalI submit certificate for review and approvai by LICENSOR. No construction on or use of "the Trail" shall commence until such insurance has been approved by LICENSOR~ The certificates shall be on fort,ns provided by LICENSOR or the insurance carrier. Acceptance of the certificates shall not relieve LICENSEE of any of the insurance requirements, nor decrease the liability of LICENSEE of any of the insurmace requirements, nor decrease the liability of LICENSEE. LICENSOR reserves the right to require LICENSEE to provide insurance policies for review by LICENSOR. a) Worker's Compensation Insurance. LICENSEE Shall take out and maintain Worker's Compensation and Employer's Liability Insurance for all of its employees on "the Trail". LICENSEE shall require any contractor that it hires or subcontractor performing work on "the Trail" to provide it with evidence of Worker'S Compensation and Employer's Liability Insurance, all in strict compliance with Califomia State'laws. b) Public Liabili .ty Insurance. LICENSEE Shall take out and maintain, during the term of this License or any extension thereof, Comprehensive Automobile and General Liability Insurance that provides protection 'from claims, which may arise fi:om operations or performance under this License. LICENSEE shall require any contractor that it hires or subcontractor perfo.nzning work on "the Trail" to provide evidence Of the same tiabiii~ insurance coverage. The mounts of insurance shall be not less than the following: Single iimit coverage applying to Bodily and Personal Injury Liability and Property Damage: $1,000,000 per occurrence. 4 PM/TC/A~'nt/C-Dublin/7-02 c) Endorsements. The following endorsements must be indicated on the certificate. (1) Alameda County, its board, officers and employees are additional insureds under the policy as to the work and operations being performed under this License; (2) The coverage is primary and no other insurance carrier by LICENSOR will be called upon to contribute to a loss under this coverage; (3) The policy covers blanket contractual liability; (4) The policy limits of liability are provided on an occurrence basis; (5) The policy cove~s broad form property damage,liability; '(6) The policy covers personal.injmT~ as Well as bodily injury liability; (?) The policy covers explosions, collapse and underground hazards; (8) The policy covers products and completed operations; (9) The policy cover~ use ofnomovmed automobiles; (10) The coverage shall not be canceled nor materially altered unless thirty (30) days written notice is given to LICENSOR. d) Failure of Coverage,. Failure, inability or refusal of LICENSEE to take out and maintain daring the emire term of this License any and all of the insurance as aforesaid shall at the option of LICENSOR constitute a breach of this License and justify immediate termination of the same. e) Self-Insurance. LICENSEE has the right and option to self-insure the requirements m~der this section upon written notice to LICENSOR that LICENSEE assumes the obligations in the place and stead of any insurance carrier, any reference to failure to coverage notwithstanding. In the event that LICENSEE elects 'to self-insure, LICENSEE shall provide to LICENSOR a certificate or other evidence of self-insurance acceptabIe to LICENSOR. 10. CONSTRUCTION OF TRAIL: LICENSOR and LICENSEE acknowledge and agree that "the Trail" has been constructed by 's and Shea Properties' sole b~cm-q~t~ and its designee, ~hea properties, at LICENSOR cost and expense within "the Property". LICENSEE aclmowtedges and a~ees that construction of "the Trail" has been done to th.e standards of LICENSEE mud LICENSEE agrees to accept "the Trail" as so constructed. 5 PM/TC/Agm~t/C-Dublin/7-02 11. APPROVAL AND INSPECTION OF WORK: a) LICENSEE shall not perfonr~ anY construction, reconstruction, remodeling, repair, removal or other work within "the Property" without first obtaining LICENSOR's approval in writing of said work. In seeking LICENSOR's approval, LICENSEE shall furnish to LICENSOR a complete description and a drawing or sketch of the work proposed to be performed. In performing the work approved by LICENSOR, LICENSEE shall comply With all 'terms, conditions mad requirements imposed by LICENSOR and shall not deviate in may material manner from the description and drawing or sketch approved by LICENSOR, without first obtain/ng additional approval in writing from LICENSOR.. b) Notwithstanding the foregoing, LICENSEE shall not be required to obtain LICENSOR's prior written approval for the performance of routine maintenance or emergency repairs. As used in this section, the ten,n "routine mamrenan refers to work that does not alter the original condition of improvements previously constructed by LICENSOR and its designee, which work is required to prevent deterioration of'said improvements: ' As used in this section, the term "emergency repairs" refers to repairs that do not alter the original condition of the existing/mprovements, which repairs are necessary to protect the safety of the public and others. c) 'All work performed by LICENSEE under this section shall be subject to inspection by LICENSOR at no expense to LICENSEE. 12. SCARLETT DRIVE EXTENSION: LICENSOR and LICENSEE acknowledge that LICENSEE has existing plans to extend Scarlett Drive from Dublin Boulevard to Dougherty Road and that the Scarlett Drive Extension Project will have flnpacts on "the Trail." LICENSOR and LICENSEE agree that LICENSEE may realign "the Trail" in-such manner, as it is necessary to accommodate the Scmiett Drive Extension Project, subject to LICENSOR's fight to approve such work, pm-suant to Section 11. LICENSOR and LICENSEE agree to work cooperatively to accommodate the Scarlett Drive Extension Project, "the Trail", and the LICENSOR's primary use of "the ~rope~ y. By such agreement to the Scarlett Drive Extension LICENSOR does not waive any fights to be compensated for the portion of "the Property" required for the Extension Project. 13. ASSIGNMENT: No rights of LICENSEE hereunder shall be transferred or assigned except for an assignment exclusively to the East Bay Regional Park District without the written consent of LICENSOR. In the event of an assigm_~_ent~ this License and each and ail of the covenants herein contained shall i~are to the benefit of and be binding upon the successors and assigns of the respective parties hereto. PM/TC/Agrmt/C-Dubtin/7-02 14. ABANDONMENT BY LICENSEE: If LICENSEE shall, for a p~riod of at least 120 consecutive days, fail to use or maintain "the Trail" or any portion thereof, then ail rights of LICENSEE in and to such portions not used or maintained shall immediately terminate, at LICENSOR's sole discretion. 1'5. RESTRICTED USE: The rights granted heremader are for recreational trail use, including, but not limited to, pedestrian, equestrian and bicycle use and no type of motor-driven vehicle shall be permitted on "the Trail", except those of LICENSEE, LICENSOR or the permittees of each who are utilizing "the Property" for construction, maintenance, repair, patrol or public safety purposes. LICENSEE shall install such barricades as are necessary to prevent unauthorized access by motor-driven vehicles and shall post signs at points of entry to "the Trail" that such vehicles are prohibited. 16. PATROL: LICENSEE shall provide such patrol service consistent with LICENSEE's standards as is necessary to prevent unauthorized use of "the Trail" and to protect the safety of the users or "the Trail". Its failure to do so shall constitute a breach of this License and justify immediate termination of the same. If LICENSEE installs lock(s) on any gate(s) or barrier(s), LICENSEE shall provide LICENSOR a key to said lock(s) within three (3) days of said installation. 17. SIGNS: LICENSEE shall install and maintain appropriate information mad warning signs. LICENSEE shall not be responsible for any existing signs. LICENSEE shall also install signs designating permitted Trail uses by the general public, regulations governing such uses and specifically prohibiting operation of unauthorized motor vehicles. 'T 18. WEED ABATEMEN : As a consideration for this license, LICENSEE agees to keep "the Property" fi:ce from weeds and other Vegetation in accordance with local'fire district requirements and shall not call upon LICENSOR to perfonr~ any such worlc unless specific reimbursement arrangements are mutuMly agreed upon. It is the LICENSEE's' intent to plant wildflo~vers and/or landscaping T R allow LICENSEE to plant along side "the Trail." LICENSO agrees to wildflowers/landscaping provided it is maintained in accordance with local fire district requirements regarding weed abatement. 7 PM/TC/Agrmt/C-Dubim/7~02 19. DRAINAGE: LICENSEE agrees to maintain, at its expense, &-ainage facilities necessary for Trail operations excepting any drainage crossings owned and operated by Alameda County Flood Control and Water Conservation District - Zone 7. 20. FENCING: LICENSEE agrees to maintain, at its expense, all fencing and barricades on "the Property" installed by LICENSOR or LICENSEE. LICENSEE shall not be responsible for the maintenance, of residential fencing installed by parties'other that LICENSOR and LICENSEE. 21. BRIDGE STRUCTURE: LICENSEE shall, at/ts own expense, provide structural and aesthetic maintenance to all bridges used a~ part of "the Trail". LICENSEE shall only provide structural and aesthetic maintenance for the bridge(s) if damaged caused by trail use and to the extent necessary for LICENSEE to operate the bridge as part of a trail system: 22. VANDALISM: LICENSEE shall, at its own expense, promptly repair all damage caused by users of "the Trail", including LICENSEE's Trail improvements, damages to "the Property", and to existing and future utilities. 23. GRAFFITI: LICENSEE shall, at its own expense, consistent with LICENSEE's standards, promptly clean, repaint or remove may graffiti placed by users of "the Trail" on Trail improvements, "the Property", and adjoining LICENSOR's improvements to "the Property" including, existing and future utilities and fences, wails and buildings. 24. ENCROACHMENT PERMITS, EASEMENTS AND LICENSES: LICENSOR shall have the sole fight to grant encroaclunent permits, fights 'of entry along with easement fights mad licenses to others for any purposes within "the Property" deemed consistent with LICENSOR'S purpose of holding said .property for the aforementioned present and future uses (including those related to the GST license) at LICENSOR's sole discretion. Notification of encroachment permits granted easements and licenses and plans cons~deio-, .... for approved by LICENSOR will be forwarded to LICENSEE for LICENSEE's review and comment with regard to the hnpact of the proposed, if any, on "the Trail." Any work by a permittee of LICENSOR which may require access on or across "the Trail", or may affect "the Trail", such as requirhag temporary closure of "the Trail", 8 PM/TC/Agrmt/C-Dnblin/7-02 LICENSOR shall not issue said permits, right of entry, easement rights or license until such time LICENSOR has received written comment(s) from LICENSEE to enable LICENSEE's public access and safety concerns to be addressed. Said written comments shall be provided in a timely manner and not unreasonably withheld and such comments shall not bar action by LICENSOR. LICENSOR shall consult With LICENSEE on safety requirements for installation of utilities and if LICENSEE has not responded within 15 working days, then it is presumed LICENSEE is in concurrence. 25. MODIFICATION: This LiCense shall be subject to .modification or amendment, including the expansion of "the Trail" to additional areas, only by the written, mutual consent of both parties. 26. ENTIRE AGREEMENT: It is understood that this document contains the entire agreement between the parties hereto and all prior understandings or agreements, oral or written, of whatsoever nature regarding the rights hereby granted are superseded by this License and are hereby abrogated and nullified. 9 PM/TC/A~mt/C-Dublin/7 -02 IN WITNESS WHEREOF, .the part/es, hereto, thereunto duly authorized, have executed this Agreement the day mad year first above written. LICENSOR LICENSEE COUNTY OF ALAMEDA CITY OF DUBLIN · City .Cler~t~ Approved as to form: ' ~ ' Richard E. Winnie County C 9't~ ! / " i City Attorney " t~ C6m~se[ De?u ¥ County I hereby ceni~ under penalty o£pez~m-y that the President o£the board of Supezwisors was duty authorized to execute this docm~tent on behalf' off .the Comity .o£ Alameda b~ ~ majority vote o£the and that copy has been deliw~ed to me rres' as provided by Gove~ent Code Section 25103. for C~stat K. ~shida,t C~erk Board of Supe~isors, Coun~ of 'Alameda, State of Califon~a 10 PM/TC/Agrmt/C-Dublin/7-02 PARCEL:. 2 " -° - ~:3~-x~;~ ' PARCEL i S.P.R.R. ~ ...... : ,~ PARCEL 1 COUNTY:.OF- ALAMEDA .....~ EXHIBIT "A" SHEET I OF 2 PUBLIC ~IOR[S~a,aENCY .. ..... ~; S~P.R.R..~:~ '~-.~ .-" -~-- - PAHM~L' U . ..... ~ EXHIBIT "A" SHEET 2. OF 2 ~U'B~iC COU~T~ LiNE TO M~AVE~UE e ~,t.a:,R.¢iona. IRON HORSE REGIONAL TRAIl_ ~,~' Park Distdc/ EBRPD Sublicense and First Arnendment with City of Dublin 0 500 1000 Feet Interagency Environmental Review t:~bstone\projects\Irails\iht_dublin.apr ~mmam[~~ April 24, 2003 EBRPD First Amendment to 1995 Sublicense Agreement with City of Dublin (Nodh County line to Alamo Creek) ; EBRPD Sublicense . wilh City or Dublin (Alamo Creek to Dublin / Pleasanton BART) / /' /t LOC^TION M^P :/ ~ :/ ./ / · I ~ DUBLIN / RLEASANTON : BART STATION I FIRST AMENDMENT TO SUBLICENSE AGREEMENT (ALAMO CANAL (Line 7F), SOUTH SAN RAMON CREEK (Line 7J), LINE 7J6) CITY OF DUBLIN TO EAST BAY REGIONAL PARK DISTRICT This First Amendment to the Sublicense Agreement between the City of Dublin and East Bay Regional Park District for Alamo Canal (Line 7F), South San Ramon Creek (Line 7J), and Line 7J6 is dated for reference purposes ,2003. Recitals 1. The City of Dublin ("City") and East Bay Regional Park District ("District") previously entered into an agreement entitled Sublicense Agreement (Alamo Canal (Line 7f), South San Ramon Creek (Line 7j), Line 7j6), City of Dublin to East Bay Regional Park District, dated August 8, 1995 ("the Sublicense Agreement"). 2. Pursuant to the Sublicense Agreement, the City has sublicensed its rights under a license agreement with Alameda County Flood Control District, Zone 7, dated March 7, 1987 and modified August 8, 1995 ("the Zone 7 License Agreement") to District to allow the District to manage and maintain a regional recreation trail. 3. Since the parties entered into the Sublicense Agreement, the Zone 7 License Agreement has been the subject of two separate modifications, one on September 19, 2000 and one on December 17, 2002. The December 17, 2002 modification included additional land within the Zone 7 License Agreement ("the Additional Property"), which is depicted on the diagram attached hereto as Exhibit A and made part hereof. 4. The purpose of this First Amendment to the Sublicense Agreement is to include the Additional Property within the terms of the Sublicense Agreement. AGREEMENT A. The Additional Property is hereby added to the Sublicense Agreement, B, Section )<)<VIII of the Sublicense Agreement is amended to change the address for notices to the City of Dublin to read as follows: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 C. District shall not be responsible for the structural maintenance of any bridges or drainage structures located in the Sublicense Agreement Area. B. All other terms of the Sublicense Agreement remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above, CITY OF DUBLIN EAST BAY REGIONAL PARK DISTRICT Mayor General Manager ATTEST: APPROVED AS TO FORM: City Clerk District Counsel APPROVEB AS TO FORM: City Attorney First Amendment to Sublicense Agreement BetWeen 2 City of Dublin and East Bay Regional Park District For Alamo Canal (Line 7f), South San Ramon Creek (Line 7j), Line 7J6 620076,1 Ea~tBayReSiona, IRON HORSE REGIONAl. TRAIL Park District EBRPD Sublicense and First Amendment with City of Dublin 0 500 1000 Feet Intemgency Environmental Review t:\bstone\projects\lrails\iht_dublin.opr 1 April 24, 2003 EBRPD First Amendment to : 1995 Sublicense Agreement with City of Dublin (North County line to Alamo Creek) ; / I . EBRPD Sublicense with City of Dublin (Alamo Creek to Dublin / Pleasanton BART) iX- / /'~ /: i; / /I kOCATION MAP :/ t ,/ / ~ :/: ~ ~ ' ~ DUBklN / PkEASANTON : BART STATION