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HomeMy WebLinkAboutCC 2025-06-10_09e License Agreement with Papich ConstItem 9.e. MEMORANDUM TO: City Council FROM: Bill Robeson, Assistant City Manager/Director of Public Works BY: Shannon Sweeney, City Engineer SUBJECT: License Agreement with Papich Construction DATE: June 10, 2025 RECOMMENDATION: 1) Authorize the City Manager to execute a license agreement for the use of City property at 400 W. Branch for construction staging with Papich Construction Company, Inc. (“Papich”), subject to any minor, technical, or non-substantive changes as approved by the City Manager in consultation with the City Attorney; and 2) Find the action exempt from CEQA under the Class 4 exemption which applies to minor public or private alterations in the condition of land. IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: Papich has requested that the City enter into a license agreement to allow Papich to utilize the staging area - a portion of the City’s property identified by approximately 1 acre of APN 007-011-056, west of the Woman’s Club, as shown in Figure 1, at a rental rate of $1,500.00/month, pro-rated. Page 89 of 152 Item 9.e. City Council License Agreement with Papich Construction June 10, 2025 Page 2 Figure 1: 400 West Branch Street Staging Area BACKGROUND: On October 22, 20241, City Council approved the award of a contract to Papich for the construction of the 2024 Streets Repairs Project. During construction, the City authorized the use of a portion of 400 W . Branch for construction staging, which allowed greater efficiency in project completion due to the proximity of the staging site to th e location of construction. Caltrans separately hired Papich to construct improvements on and adjacent to Highway 101, from Los Berros Road in Nipomo to Hinds Road in Pismo Beach. Papich has requested to license the use of a portion of Assessor’s Parcel Number 007-011-056 for staging of this upcoming project for approximately one year (through April, 2026). ANALYSIS OF ISSUES: The Contractor was selected by Caltrans to construct improvements on and adjacent to Highway 101, from Los Berros Road in Nipomo to Hinds Road in Pismo Beach; and has requested to continue utilizing the staging area by renting a portion of it because its size and location are ideal for their needs. The proposed license agreement has an expiration date of April 30, 2026, or earlier upon 21-day written notice by either party. The rental rate to the City is $1,500.00 per month, prorated. The current Traffic Way Bridge Replacement Project will not use this location for staging or storage. This license agreement with Papich would not impact upcoming projects because the next projects, 2025 Street Repairs and Halcyon Complete Streets, will not start construction until 2026. There is also additional acreage/area for staging, and if more staging area is needed for either City project, this agreement can be terminated with 21 days’ notice. 1https://pub-arroyogrande.escribemeetings.com/Meeting.aspx?Id=83d01e22-c872-418b-a248- 1eabf256b8a5&Agenda=Agenda&lang=English&Item=40&Tab=attachments Page 90 of 152 Item 9.e. City Council License Agreement with Papich Construction June 10, 2025 Page 3 The City has leased this property in the past. In 2007, PG&E leased the property as a park and ride lot for up to 400 cars including shuttlebus and night lighting for two years. PG&E paid a monthly rent of $5,000. The staff report associated with approval of the lease agreement stated that justification of this rental fee was to “offset leasing and related traffic impacts that the City may incur during the temporary park and ride peak use.” The recommended monthly rent of $1,500.00 per month for use of this area for construction staging was negotiated with the contractor based , in part, on the previous rental rate and usage, and considering the cost that Papich is paying to rent a staging area in an adjacent jurisdiction. Staff have determined that this request to authorize a license agreement to extend Papich’s ability to continue staging is reasonable:  There is a defined time frame/expiration of April 30, 2026, for the license agreement.  A 21-day written notice by either party can terminate the license.  The size of the staging area is defined at approximately 1 acre of the overall 4.25- acre site.  There are no anticipated impacts to other City construction projects during this time. ALTERNATIVES: The following alternatives are provided for the Council's consideration: 1. Approve the license agreement; 2. Do not approve the license agreement; or 3. Provide other direction to staff. ADVANTAGES: Approving this license agreement provides a mechanism to fill a need of Papich, a local contractor, and for the City to receive license revenue for the property that would otherwise be unused during this time. The license has no impact on future construction projects. DISADVANTAGES: None identified. ENVIRONMENTAL REVIEW: Approving this license agreement is categorically exempt from the California Environmental Quality Act (“CEQA”) under the Class 4 exemption, which applies to minor public or private alterations in the condition of land, water, and/or vegetation where the project does not involve removal of healthy, mature, scenic trees except for forestry and agricultural purposes, and where none of the exceptions to the Class 4 exemption set forth in State CEQA Guidelines section 15300.2 apply. (State CEQA Guidelines, § 15304.) Page 91 of 152 Item 9.e. City Council License Agreement with Papich Construction June 10, 2025 Page 4 PUBLIC NOTIFICATION AND COMMENTS: The Agenda was posted at City Hall and on the City's website in accordance with Government Code Section 54954.2. ATTACHMENTS: 1. Proposed License Agreement Page 92 of 152 ATTACHMENT 1 1 CONSTRUCTION STAGING LICENSE AGREEMENT This CONSTRUCTION STAGING LICENSE AGREEMENT ("Agreement") is entered into by and between Papich Construction Company, Inc., a California corporation ("Licensee") and the City of Arroyo Grande, a municipal corporation of the State of California ("City") and is dated as of June 10, 2025 for reference purposes only. City and Licensee are at times individually referred to herein as "Party" and collectively as "Parties." RECITALS A. City is the owner in fee of certain real property identified as 400 West Branch Street, approximately 1 acre of APN 007-011-056, located in the City of Arroyo Grande, County of San Luis Obispo, State of California (the "City Property"), as more fully described and depicted in Exhibit "A" attached hereto and incorporated herein by reference. B. Licensee, on behalf of Caltrans, seeks to construct improvements on and adjacent to Highway 101 from Los Berros Road in Nipomo to Hinds Road in Pismo Beach, which is adjacent to the City Property ("Project"). C. The Parties intend that for purposes of Licensee constructing the Project, City shall grant to Licensee a license to enter upon a portion of the City Property for purposes of placing construction materials and equipment. NOW, THEREFORE, in consideration of the above facts and for the covenants and agreements contained herein, the Parties hereto agree as follows: TERMS 1. INCORPORATION OF RECITALS; EFFECTIVE DATE. 1.1 Incorporation of Recitals. The Recitals set forth above are hereby incorporated into this Agreement as though set forth in full and are made a material part hereof. 1.2 Effective Date. The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. This Agreement shall be effective as of th e date this Agreement has been approved by City's and Licensee's respective governing boards and/or authorized representatives and signed by both Parties ("Effective Date"). The execution of this Agreement by each Party shall be deemed a representation and warranty by the executing Party to the other Party that the executing Party's governing board and/or authorized representative has approved this Agreement, authorized the execution of this Agreement by that Party, and authorized certain officials of that Party to undertake and carry out all acts required to enter into this Agreement and effect the terms of same. 2. LICENSE; INDEMNIFICATION; INSURANCE. 2.1 License. City hereby grants to Licensee and its directors, officials, officers, employees, agents, representatives, contractors, subcontractors, consultants and volunteers a non- Page 93 of 152 ATTACHMENT 1 2 exclusive right to enter onto the City Property ("License"), on a temporary basis, for the sole purposes of: placement of construction materials and equipment for purposes of enabling Licensee to undertake and complete the Project (collectively, "Entry Purposes"). The Entry Purposes shall be performed in accordance with all applicable local, state and federal laws, rules and regulations. Licensee shall not, without the prior written consent of City, undertake and/or complete any activities on the City Property other than the Entry Purposes. It is expressly agreed and understood that the License does not grant or convey any permanent easement, lease, fee or other interest in the City Property to Licensee. The City is acting only in its proprietary capacity in granting the License given to Licensee under this Agreement. Licensee acknowledges that (i) such grant is effective only insofar as the City's rights in the City Property; and (ii) Licensee must separately obtain all necessary regulatory approvals from the City or any other applicable governmental entity necessary for the Entry Purposes. 2.2 Term of License. The effective period ("Term") of the License shall commence on ______ ("Commencement Date") and shall terminate upon the earlier to occur of: (1) completion of the Project; (2) cessation of performance of work on the Project for a continuous period of 30 days; or (3) 5:00 p.m. on April 30, 2026. 2.3 License Fee. Licensee agrees to pay City as a license fee ("License Fee") for the use and occupancy of the City Property, the sum of Fifteen Hundred Dollars ($1,500.00) per month. Commencing upon the Commencement Date, the License Fee shall be payable monthly in advance on or before the first of each month to City's address specified in Section 3.1, subject to a proportionate refund of the advance-paid License Fee should this Agreement be terminated before the expiration of any month for which the License Fee was paid. If the License Fee is not paid within 15 days of the first of the month, a 3% penalty will be added to the total amount due. The first month's License Fee will be paid to the City upon the Effective Date. If the Commencement Date is other than the first day of a calendar month, Licensee may pay on the Effective Date the prorated License Fee for the remainder of the calendar month in which the term commences, and thereafter, Licensee shall pay a full month's License Fee on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Agreement, or if this Agreement is terminated before the expiration of any month for which the License Fee should have been paid. 2.4 Restrictions on Use. Licensee shall not use, and Licensee shall prohibit any of its Agents (defined as follows) or Invitees (defined as follows) from using the City Property for any activities other than the Entry Purposes. The term "Agents" shall mean Licensee's officers, directors, members, agents, employees, invitees, contractors, subcontractors, and any employees of such parties. The term "Invitees" shall mean Licensee's invitees, guests or business visitors. By way of example only and without limitation, the following uses of the City Property by Licensee, or any of its Agents or Invitees, are prohibited: (a) Licensee shall not construct or place any permanent structures, signs or improvements on the City Property, nor shall Licensee alter any existing structures, signs or improvements on the City Property. Page 94 of 152 ATTACHMENT 1 3 (b) Licensee shall not conduct any unauthorized activities on or about City Property that constitute waste or nuisance. (c) Licensee shall not damage the City's real or personal property. (d) Licensee shall not cause any Hazardous Material (defined as follows) to be brought upon, kept, used, stored, released, generated or disposed of in, on or about the City Property, or transported to or from the City Property. (e) Licensee shall immediately notify the City of any release or suspected release of Hazardous Material. Licensee shall comply with all laws requiring notice of such releases or threatened releases to governmental agencies, and shall take all action necessary to mitigate the release or minimize the spread of contamination. In the event of a release of Hazardous Material, Licensee shall, without cost to the City and in accordance with all laws and regulations, return the City Property to the condition immediately prior to the release. Licensee shall allow the City to participate in any discussion with governmental agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise proceeding involving Hazardous Material. (f) For purposes of this Agreement, "Hazardous Material" includes, without limitation, the following: any material defined as a "hazardous substance, pollutant or contaminant" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), or pursuant to Section 25316 of the California Health & Safety Code; a "hazardous waste" listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials; and any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas or natural gas liquids. The term "release" or "threatened release" shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing in, on, under or about the City Property. 2.5 Subject to City Uses. Notwithstanding anything to the contrary in this Agreement, Licensee's rights to use the City Property shall be subject and subordinate to the City's necessary uses of the City Property for municipal purposes. The City retains the right to use or allow other persons to use the City Property in a manner that does not unreasonably interfere with Licensee's activities hereunder. 2.6 Surrender and Repair of Damage. Upon the cancellation, expiration, or termination of this Agreement, Licensee shall surrender the City Property in the same condition as received and free from hazards and clear of all debris and of all property of Licensee or its Agents or Invitees. Licensee shall promptly, at its sole cost, repair any and all damage to the City Property and any personal property located thereon caused by Licensee or its Agents or Invitees. Licensee shall obtain the City's prior approval of any party to be used by Licensee to conduct such repair work. If Licensee damages City facilities or any personal property, the final repair costs owed by Licensee shall be determined by the City, and shall be paid by Licensee within five (5) days of the City's demand therefor. If Licensee fails to surrender the City Property in the same condition as received and free from hazards and clear of all debris and of all property of Licensee or its Agents or Invitees, the Cit y shall have the right to take such actions Page 95 of 152 ATTACHMENT 1 4 reasonably necessary to restore the City Property to its previous condition and Li censee shall be obligated to pay the City for all costs the City incurs when conducting such work . Licensee's obligations under this Section shall survive the cancellation, expiration, or termination of this Agreement. 2.7 As Is Condition of City Property; Disclaimer of Representations. LICENSEE ACCEPTS THE USE OF THE CITY PROPERTY IN ITS "AS IS" CONDITION, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY CITY, ITS OFFICERS, AGENTS OR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY OR SAFETY OF THE CITY PROPERTY, OR ANY FACILITIES ON THE CITY PROPERTY, FOR LICENSEE'S USE. The City shall have no obligation to cause the City Property to remain in the condition in which it was as of the date of this Agreement. Licensee, at its own expense, shall obtain such permission or other approvals from any third parties with existing rights as may be necessary for Licensee to make use of the City Property in the manner contemplated hereby. 2.8 Indemnity. Licensee shall indemnify, defend, reimburse and hold harmless the City, its officers, agents, employees and contractors from and against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of any kind (collectively, "Losses"), arising in any manner out of: (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the City Property, or any part thereof, whether the person or property of Licensee, any of its Agents and Invitees, or third persons, relating in any manner to any use or activity under this Agreement; (b) any failure by Licensee, or any of its Agents or Invitees, to faithfully observe or perform any of the terms, covenants or conditions of this Agreement; (c) the use of the City Property or any activities conducted thereon by Licensee, its Agents or Invitees; (d) any release or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee, its Agents or Invitees, on, in, under or about the City Property, any improvements permitted thereon, or into the environment; or (e) any and all Losses arising in connection with this Agreement, including but not limited to, any such Losses relating to any alleged infringement of the patent rights, trademark, copyright, trade secret, privacy or other personal or other proprietary right of any person or persons. The foregoing indemnity shall include, without limitation, reasonable attorneys' and consultants fees, investigation and remediation costs and all other reasonable costs and expenses incurred by the indemnified parties, including, without limitation, damages for decrease in the value of the City Property and claims for damages or decreases in the value of adjoining property. Licensee shall have an immediate and independent obligation to defend the City from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time s uch claim is tendered to Licensee by the City and continues at all times thereafter. Licensee's obligations under this Section shall survive the expiration or termination of this Agreement. 2.9 Insurance. Without in any way limiting Licensee's liability pursuant to the "Indemnification" section of this Agreement, Licensee must maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages: Page 96 of 152 ATTACHMENT 1 5 (a) Commercial General Liability Insurance with limits not less than $2,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Independent Contractors, Broadform Property Damage, and Products Liability and Completed Operations; (b) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired automobiles, as applicable; and (c) Workers' Compensation Insurance in statutory amounts with Employer's Liability Coverage with limits of not less than $1,000,000 each accident. The Worker's Compensation Insurance shall contain a waiver of subrogation in favor of the City. (d) Commercial General Liability and Commercial Automobile Liability Insurance policies must provide the following: (i) Name as Additional Insured the City of Arroyo Grande, its officers, agents, and employees. (ii) That such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. (e) All policies shall provide thirty days' advance written notice to the City of cancellation. (f) In the event that Licensee operates or causes to be operated any aircraft, watercraft, rail vehicle or experimental vehicle under this Agreement, or the City determines that Licensee's Permitted Uses require additional insurance, Licensee shall, prior to commencing any such activity obtain such insurance as the City requires for such activity. (g) All insurance shall be provided under an occurrence basis. (h) Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limits specified above. (i) Should any required insurance lapse during the term of this Agreement, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, the City may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance. (j) Before commencing any operations under this Agreement, Licensee shall do the following: (i) furnish to the City certificates of insurance, and additional insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are authorized to Page 97 of 152 ATTACHMENT 1 6 do business in the State of California, and that are satisfactory to the City, in form evidencing all coverages set forth above, and (ii) furnish complete copies of policies promptly upon the City request. Failure to maintain insurance shall constitute a material breach of this Agreement. (k) Approval of the insurance by the City shall not relieve or decrease the liability of Licensee hereunder. 3. MISCELLANEOUS. 3.1 Notices, Demands and Other Communications. All notices, demands and other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. To Licensee: Jason Papich, President Papich Construction Company, Inc. 398 Sunrise Terrace Arroyo Grande, CA 93420 jpapich@papichconstruction.com To City: City of Arroyo Grande City Manager's Office 300 E. Branch St. Arroyo Grande, CA 93420 Attn: City Manager With a copy to: Isaac Rosen, City Attorney Best, Best & Krieger LLP 300 South Grand Ave., 25th Floor Los Angeles, CA 90071 3.2 Required Actions of City and Licensee. City and Licensee shall execute and deliver such additional papers, documents and other instruments and shall diligently undertake such actions as may be reasonably required in order to accomplish the performance of their respective obligations hereunder and to carry out the intent and agreements of the Parties hereunder. Page 98 of 152 ATTACHMENT 1 7 3.3 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof. 3.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 3.5 Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. 3.6 No Obligation to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to, any person or entity other than the Parties. 3.7 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 3.8 Governing Law and Venue. All questions with respect to this Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of California. Any and all legal actions or proceedings concerning this Agreement shall be brought in the appropriate California State court in the County of San Luis Obispo, State of California. Each Party irrevocably consents to the personal jurisdiction of that court. 3.9 Assignment. Neither Party shall assign this Agreement, or any right or obligation herein, to any party without the prior written consent of the other Party, which consent may be given or withheld in the other Party's sole discretion. 3.10 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto and to their respective assigns allowed pursuant to this Agreement. 3.11 Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected. 3.12 Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the matters described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof. Nothing in this Agreement shall be deemed a waiver of any protections afforded to the City pursuant to the Government Claims Act, California Government Code sections 900 et seq. Page 99 of 152 ATTACHMENT 1 8 3.13 Fees and Other Expenses. Each Party shall be responsible for and pay its own legal fees and expenses in connection with this Agreement. 3.14 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto. 3.15 Entire Agreement. Except as specifically set forth herein to the contrary, this Agreement supersedes any prior agreements, regulations and communications, oral or written, between the Parties with respect to the subject matter of this Agreement and contains the entire agreement between the Parties as to the subject matter hereof. 3.16 No Intent to Create Third Party Beneficiaries. The Parties intend that the rights and obligations under this Agreement shall benefit and burden only the Parties hereto, and do not intend to create any rights in, or right of action to or for the use or benefit of any third party, including any governmental agency or any party who is not one of the Parties to this Agreement. 3.17 No Joint Ventures or Partnership. This Agreement does not create a partnership or joint venture between the City and Licensee. 3.18 Impossibility of Performance. If, for any reason, an unforeseen event occurs which is beyond the control of the City and Licensee, including, but not limited to, fire, casualty, or labor strike, which event renders impossible the fulfillment of any term of this Agreement, Licensee and the City shall have no right to nor claim for damages against the other. 3.19 Payment of Taxes. Licensee agrees to pay all taxes of any kind that may be lawfully assessed on Licensee's interest under this Agreement or use of the City Property pursuant hereto and to pay any other taxes, excises, licenses, permit charges, possessory interest taxes, or assessments based on Licensee's usage of the City Property that may be imposed upon Licensee by applicable law. 3.20 Termination. Either Party may terminate this Agreement without cause by providing written notice delivered 21 days prior to the effective date of termination. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [Signatures on the following pages] Page 100 of 152 ATTACHMENT 1 9 SIGNATURE PAGE TO CONSTRUCTION STAGING LICENSE AND INDEMNITY AGREEMENT IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the date and year last written below. CITY OF ARROYO GRANDE PAPICH CONSTRUCTION COMPANY, INC. By:_________________________________ By:_________________________________ Matthew Downing, City Manager Jason Papich, President Attest: By:_________________________________ By:_________________________________ Jessica Matson, City Clerk Name:______________________________ Its:_________________________________ Approved as to Form: By:_________________________________ Isaac Rosen, City Attorney Page 101 of 152 EXHIBIT A TO CONSTRUCTION STAGING LICENSE AGREEMENT Legal Description and Depiction of City's Property Legal Description: Depiction (for reference purposes): Area within solid red lines depicts City’s Property referenced in this License. Page 102 of 152